Margaret G. McGlynn
NOVAVAXAbout Margaret G. McGlynn
Margaret G. McGlynn, age 65, is an independent director of Novavax and the Chairman of the Board since 2025; she has served on the Novavax Board since 2020 and sits on the Audit, Nominating & Corporate Governance, and Research & Development Committees . She previously led vaccine businesses at Merck as President of Merck Vaccines & Infectious Diseases and President of the U.S. Hospital & Specialty Products Division, and served as President and CEO of the International AIDS Vaccine Initiative; she holds an MBA and a BS in Pharmacy from SUNY Buffalo .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | President, Merck Vaccines & Infectious Diseases; President, U.S. Hospital & Specialty Products Division; leadership roles over two decades | 1983–2009 | Led vaccine commercialization and infectious disease businesses |
| International AIDS Vaccine Initiative (IAVI) | President & Chief Executive Officer | 2011–2015 | Led partnerships to advance global HIV vaccine development and access |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Amicus Therapeutics (Nasdaq: FOLD) | Director | Current | Public company board |
| HCU Network America | Director | Current | Patient advocacy board |
| University at Buffalo Foundation | Board Member | Current | Non-profit board |
Board Governance
- Independent Chairman of the Board (separate from CEO); Board structure emphasizes independent oversight, regular executive sessions of independent directors, and four fully independent committees (Audit, Compensation, Nominating & Corporate Governance, Research & Development) .
- Independence: 8 of 9 directors are independent; Novavax affirms independence for all directors except the CEO; McGlynn is independent .
- Committee memberships and 2024 meetings: Audit (7 meetings) – member; Nominating & Corporate Governance (5 meetings) – member; Research & Development (5 meetings) – member; Compensation (5 meetings) – not listed as member; Audit Chair is Richard J. Rodgers; Compensation Chair is David M. Mott .
- Attendance: The Board met 20 times in 2024; each incumbent director attended at least 75% of aggregate Board and applicable committee meetings; all then-serving directors attended the 2024 Annual Meeting .
- Chairman responsibilities include presiding at Board meetings, advising committee chairs, liaison to management, mentoring the CEO, and reporting to the Board .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $79,968 | McGlynn elected to receive 50% of fees as common stock (4,698 shares) in lieu of cash |
| Option Awards (2024) | $220,853 | Grant-date fair value under ASC 718 |
| Stock Awards (RSUs, 2024) | $165,261 | Grant-date fair value under ASC 718 |
| Total (2024) | $466,082 | Sum of 2024 director pay |
| Annual Cash Retainers (policy) | Chair $102,500; Director $55,000 | Committee Chairs: Audit $25,000; Comp $20,000; Nominating $12,500; R&D $15,000. Committee Members: Audit $12,000; Comp $10,000; Nominating $5,000; R&D $7,500 |
| Meeting Fees | None | Directors reimbursed for reasonable expenses; no meeting fees |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Strike Price | Vesting | Notes |
|---|---|---|---|---|---|
| Stock Options | June 12, 2024 | 15,630 | $15.86 | 100% after 1 year | Granted to all non-employee directors; one-year cliff vest |
| RSUs (time-based) | June 12, 2024 | 10,420 | N/A | 100% after 1 year | One-year cliff vest for 2024 director awards |
| Equity Mix & Target Value | Annual | Options + RSUs | — | Policy-driven | Aggregate target grant value ~$350,000 for directors; Chair may differ by Board decision |
| Initial Director Grants | On appointment | 1.5x annual grant value | — | Vests in 3 equal annual tranches | Applies to new directors (general policy) |
No director-specific performance metrics (e.g., TSR hurdles) are tied to director equity; awards are time-based and intended to align interests and conserve cash .
Other Directorships & Interlocks
| Company | Relationship to NVAX | Potential Interlock/Conflict |
|---|---|---|
| Amicus Therapeutics (FOLD) | External public board service | No related-party transactions disclosed; Audit Committee oversees any related-party items; none reported |
Expertise & Qualifications
- Pharmaceutical and vaccine leadership; deep commercialization and global public health experience from Merck and IAVI roles .
- Board Skills Matrix marks for Industry Experience, Executive Leadership, Accounting/Financial/Investment Experience, Cybersecurity/IT/AI, and Public Company Board experience .
Equity Ownership
| Category | Amount | Details |
|---|---|---|
| Beneficial Ownership | 62,528 shares | Includes 36,940 options exercisable within 60 days of April 21, 2025; total is less than 1% of shares outstanding |
| Vested Options (exercisable ≤60 days) | 36,940 | Included in beneficial ownership; aggregate director option count disclosed |
| Unvested RSUs (as of 12/31/2024) | 10,420 | Granted 6/12/2024; vest after one year |
| Stock Ownership Guidelines | In place | Applies to directors; counts unvested RSUs; all covered executives and directors are in compliance or within the grace period as of 12/31/2024 |
| Hedging/Pledging | Prohibited | Insider Trading Policy prohibits hedging and pledging by directors/officers |
Governance Assessment
- Strengths: Independent Chair with vaccine commercialization expertise; multi-committee membership (Audit, Nominating & Corporate Governance, R&D) enhances board effectiveness and oversight; equity-heavy director pay aligns interests (including elective stock in lieu of cash) .
- Controls and policies: Clawback policy; anti-hedging and anti-pledging; stock ownership guidelines; regular executive sessions; independent compensation consultant (Pearl Meyer) supporting compensation decisions .
- Attendance and engagement: Board met 20 times in 2024; all incumbent directors at least 75% attendance; all attended the 2024 Annual Meeting .
- RED FLAGS: Inadvertent late Form 4s in 2024 for shares issued in lieu of cash fees (administrative timeliness issue, not a substantive conflict); no related-party transactions disclosed involving directors/officers .
- Shareholder sentiment: Say-on-pay support was ~73.5% in 2024 and 41,390,651 “For” votes vs. 15,830,308 “Against” at the 2025 Annual Meeting; continued engagement focus noted .
Compensation Committee Analysis
- Committee composition (2024): Independent members Douglas, King, Mott (Chair), Rodgers; none were employees; committee uses an independent consultant (Pearl Meyer) with annual conflicts assessment; peer group used for benchmarking includes 20 life sciences companies (e.g., ACADIA, Dynavax, Emergent, Vir Biotechnology) .
- Pay-for-performance: Director compensation structured to market medians; equity grants targeted near 50th percentile; no meeting fees; policy allows elective stock in lieu of cash, which McGlynn used (50%) .
Say-on-Pay & Shareholder Feedback
- 2024 advisory vote support: 73.5% of votes cast supported NEO compensation; outreach to top holders representing ~52% of institutional ownership and 36% of shares outstanding .
- 2025 results: Say-on-pay “For” 41,390,651; “Against” 15,830,308; “Abstain” 530,262; broker non-votes 37,607,973 .
Related-Party Transactions and Conflicts
- Audit Committee approves any related-party transactions; Novavax disclosed no family relationships or interests by directors/officers in proposals and no related-party transactions requiring action; no loans or pledging disclosed .
Committee Assignments Summary
| Committee | 2024 Meetings | McGlynn Role |
|---|---|---|
| Audit | 7 | Member |
| Compensation | 5 | Not listed as member |
| Nominating & Corporate Governance | 5 | Member |
| Research & Development | 5 | Member |