Mark J. Casey
NOVAVAXAbout Mark J. Casey
Mark J. Casey is Executive Vice President, Chief Legal Officer and Corporate Secretary of Novavax, serving since December 11, 2023; he was age 62 as of April 21, 2025 and holds a J.D. from Suffolk University and a B.A. in Electrical Engineering from Syracuse University . His 2024 pay-for-performance outcomes tied to corporate objectives resulted in an actual bonus of $319,562 (114% of target), reflecting 107% corporate achievement and 107% individual performance weighting . Company performance context during his tenure includes 2024 total shareholder return value of $202 for an initial $100 investment, revenue of $682,162k, and net loss of $187,499k, indicating significant volatility alongside strategic milestones (e.g., Sanofi partnership, CZ divestiture) that influenced compensation decisions .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Novavax, Inc. | EVP, Chief Legal Officer & Corporate Secretary | Dec 2023–present | Executive leadership; oversight of legal matters and settlement activities |
| Bryn Pharma, LLC | Chief Legal Officer & Corporate Secretary | Aug–Nov 2023 | Legal leadership at specialty pharma |
| Mallinckrodt Pharmaceuticals | Executive Chairman, Specialty Generics Division | Nov 2019–Sep 2022 | Led Specialty Generics division during restructuring era |
| Mallinckrodt Pharmaceuticals | EVP, Chief Legal Officer & Corporate Secretary | Feb 2018–Nov 2022 | Oversaw global legal, governance |
| Idera Pharmaceuticals (now Aeragen) | Chief Legal Officer & Corporate Secretary | Jun 2015–Jan 2018 | Legal executive in biotech |
| Hologic, Inc. | SVP, Chief Administrative Officer, General Counsel & Secretary | Sep 2012–Dec 2014 | Expanded remit across administration, legal |
| Hologic, Inc. | SVP, General Counsel & Secretary | 2007–2012 | Corporate legal leadership |
External Roles
No external public company board roles are listed in the proxy biography for Mr. Casey .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary earned ($) | 36,137 | 558,250 |
| Bonus (cash; make‑whole/retention) ($) | 94,000 (make‑whole) | — |
| Base salary rate at 12/31 ($) | — | 561,000 |
| Target bonus (% of base) | Not eligible in 2023 due to start date | 50% |
| Actual bonus paid ($) | — | 319,562 |
| Perquisites (commuting allowance) ($) | — | 106,042 (incl. $34,043 tax reimbursement) |
| Legal fee reimbursement cap ($) | 10,000 | 10,000 |
Performance Compensation
Corporate Objectives and Outcomes (2024)
| Objective | Target Weight | Achievement Status | Achievement % |
|---|---|---|---|
| Deliver Nuvaxovid | 45% | Partially met | 20% |
| Improve Financial Health | 25% | Met/Exceeded | 28% |
| Advance the Portfolio | 25% | Met/Exceeded | 33% |
| Evolve Company Capabilities & Culture | 5% | Met | 5% |
| Total Core Goals | 100% | — | 86% |
| Discretionary overlay (overall corporate performance) | — | — | +21% |
| Final corporate achievement payout | — | — | 107% |
Individual Performance and Bonus Payout (2024)
| Metric | Value |
|---|---|
| Individual performance factor (Casey) | 107% |
| Corporate achievement factor | 107% |
| Target bonus (% of base) | 50% |
| Incentive cash bonus award received ($) | 319,562 |
| Actual bonus as % of target | 114% |
| Key individual objectives | Negotiation/support of Sanofi partnership; CZ divestiture; oversight of critical settlement activities |
Equity Awards and Vesting
Grants and Fair Value
| Award Type | Grant Date | Shares/Options | Exercise Price ($/sh) | Expiration | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| RSUs | 12/11/2023 | 125,698 | — | — | 700,138 |
| Options | 12/11/2023 | 144,694 | 5.57 | 12/11/2033 | 697,092 |
| RSUs | 3/1/2024 (approved 1/23/2024) | 12,000 | — | — | 64,680 |
Outstanding Equity at 12/31/2024
| Instrument | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | Market Value of Unvested RSUs ($) |
|---|---|---|---|---|---|---|
| Options (12/11/2023) | 36,173 | 108,521 | 5.57 | 12/11/2033 | — | — |
| RSUs (12/11/2023) | — | — | — | — | 83,798 | 673,736 |
| RSUs (3/1/2024) | — | — | — | — | 12,000 | 96,480 |
Vesting mechanics:
- RSUs vest in three equal annual installments on each grant’s first three anniversaries (i.e., ~41,899 per year for 12/11/2023 RSUs; ~4,000 per year for 3/1/2024 RSUs), subject to continued service .
- Options vest 25% on first anniversary, then remaining 75% in equal monthly installments over three years; 10-year term; exercise price equals grant-date closing price .
- As of 12/31/2024, Novavax closing price used for valuation was $8.04; Casey’s 12/11/2023 options at $5.57 were in-the-money at year-end .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 86,233 |
| Shares outstanding (as of 4/21/2025) | 161,968,503 |
| Ownership % of shares outstanding | ~0.053% (86,233 / 161,968,503) |
| Stock ownership guidelines | Executives must retain at least 50% of net shares until guideline met; unvested RSUs count; options do not; all executives/directors compliant or within 5-year grace period as of 12/31/2024 |
| Hedging/pledging | Prohibited by Insider Trading Policy |
Employment Terms
| Provision | Details |
|---|---|
| Start date | December 11, 2023 |
| Employment type | At-will; employment agreements in place |
| Base salary rate (12/31/2024) | $561,000 |
| Target bonus | 50% of base salary |
| Commuting/housing allowance | Up to $6,000/month plus tax reimbursement; 2024 commuting allowance paid $106,042 (incl. $34,043 tax gross-up) |
| Legal fee reimbursement | Up to $10,000 for employment agreement negotiation |
| Non-compete/non-solicit | During employment and for 12 months post-termination (18 months for CEO); U.S. scope |
| Severance (no cause/good reason) | Lump sum equal to 12 months base salary; COBRA subsidy for 12 months |
| Change-in-control plan (double trigger) | Protected period 12 months; severance = 12 months salary, bonus = 100% of target x severance period; COBRA subsidy for 12 months; full vest of time-based awards; performance awards vest at greater of target or actual-to-CIC; options exercisable for 12 months post-termination (or shorter of original term) |
| Clawback policy | Company maintains a clawback policy (details not enumerated in proxy section) |
| Death/disability | 50% acceleration of unvested equity grants made on/after March 2016; options exercisable for one year (subject to term) |
Investment Implications
- Pay-for-performance linkage appears operative: 2024 cash bonuses tied to corporate objectives (86% core goal achievement, discretionary +21% to 107%), with Casey’s individual factor at 107% reflecting direct participation in Sanofi partnership and CZ divestiture—key balance-sheet and strategic catalysts .
- Upcoming vesting cadence implies potential supply from RSU settlements (Dec and Mar anniversaries) and ongoing option monthly vesting; while hedging/pledging is prohibited—a positive alignment signal—investors should monitor Form 4s around vest dates for selling pressure .
- Retention risk is moderated by severance and CIC protections (12 months salary, bonus, COBRA; accelerated vesting under double-trigger), but at-will status, a 12-month non-compete, and significant performance-based discretion in bonuses suggest continued reliance on execution of strategic priorities for compensation realization .
- Ownership alignment is modest in % terms (~0.053%), though unvested RSUs and in-the-money options enhance exposure; adherence to ownership guidelines and prohibition on hedging/pledging reduces misalignment risks .