Rachel K. King
NOVAVAXAbout Rachel K. King
Independent director at Novavax since 2018; age 65. Serves on the Compensation and Nominating & Corporate Governance Committees. Former founder/CEO of GlycoMimetics and interim CEO of the Biotechnology Innovation Organization; education includes an MBA from Harvard Business School and a BA from Dartmouth College. Biography highlights governance, legal, finance, and risk management experience relevant to board effectiveness .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Biotechnology Innovation Organization | Interim Chief Executive Officer | Nov 2022 – Mar 2024 | Led industry body; governance and policy influence |
| GlycoMimetics, Inc. | Founder and Chief Executive Officer | 2003 – 2021 | Public company leadership; product and company growth |
| New Enterprise Associates | Executive in Residence | 2001 – 2003 | Venture perspective; portfolio support |
| Novartis Corporation | Senior Vice President | 1999 – 2001 | Large-cap pharma leadership |
| Genetic Therapy, Inc. (Novartis subsidiary) | CEO of GTI; VP Product Planning; Manager of Lab Operations | 1989 – 1998 | Early-stage development; IPO; acquisition by Novartis |
| ALZA Corporation; Bain & Company | Various prior roles | — | Operating and strategy experience |
External Roles
| Organization | Role | Public/Private | Tenure/Notes |
|---|---|---|---|
| Fulcrum Therapeutics (Nasdaq: FULC) | Director | Public | Current |
| Biotechnology Innovation Organization | Director (past interim CEO) | Non-profit/industry | Current director; interim CEO 2022–2024 |
| University of Maryland BioPark | Director | Non-profit/academic | Current |
Board Governance
- Independence: Board determined all directors are independent except the CEO; Ms. King is independent .
- Committees: Member, Compensation Committee; member, Nominating & Corporate Governance Committee .
- Board and committee cadence: Board met 20 times in 2024; Audit 7, Compensation 5, Nominating 5, R&D 5 .
- Attendance and engagement: Each incumbent director attended ≥75% of board and committee meetings eligible; all then-serving directors attended the 2024 Annual Meeting .
- Leadership structure: Independent Chair (Margaret G. McGlynn); regular executive sessions of independent directors; four fully independent standing committees .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Cash fees earned | 70,000 | Policy: board member annual retainer $55,000; committee membership fees $10,000 (Comp) and $5,000 (Nominating), no meeting fees |
| Director cash election | Not disclosed as elected | Only Alton (100%) and McGlynn (50%) elected to receive shares in lieu of cash for 2024; Ms. King not listed among electors |
| Reimbursements | — | Directors reimbursed for reasonable expenses; no meeting fees |
Performance Compensation
| Grant Type | Grant Date | Quantity | Grant-Date Fair Value ($) | Exercise Price | Vesting Schedule |
|---|---|---|---|---|---|
| Stock Options | Jun 12, 2024 | 15,630 shares | Included in 2024 option awards $220,853 | $15.86 per share | Vests in full one year from grant, subject to continued service |
| RSUs | Jun 12, 2024 | 10,420 shares | Included in 2024 stock awards $165,261 | — | Vests in full one year from grant, subject to continued service |
- Annual equity policy targets ~50th percentile of peer group; mix of options + RSUs for non-employee directors; chair may receive different value at board discretion .
- No meeting-based pay; compensation overseen by the Compensation Committee with independent consultant Pearl Meyer .
Other Directorships & Interlocks
| Person | Other Public Company Boards | Shared Directorships with Ms. King |
|---|---|---|
| Rachel K. King | Fulcrum Therapeutics (FULC) | None disclosed with other NVAX directors’ listed boards (CORT, FOLD, ARDX, ADAP, MRSN, CHRS, TSVT) |
| Compensation Committee Interlocks | None disclosed; no NVAX executive served on an external board/comp committee with reciprocal ties |
Expertise & Qualifications
- Skills matrix indicates Ms. King brings industry experience, executive leadership, scientific/R&D experience, and public company board experience .
- Biography cites significant governance, legal, finance, and risk management experience, aligning with NVAX’s needs .
- Education: MBA (Harvard Business School); BA (Dartmouth College) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | RSUs Held (12/31/2024) | Options Held (12/31/2024) | Notes |
|---|---|---|---|---|---|
| Rachel K. King | 87,330 | <1% | 10,420 | 62,140 | Beneficial ownership as of Apr 21, 2025; NVAX prohibits hedging and pledging of common stock |
- Stock Ownership Guidelines apply to non-employee directors; unvested RSUs count; as of Dec 31, 2024, directors were compliant or within the 5-year grace period .
- Anti-hedging and anti-pledging policy in place; no pledging allowed for directors .
Governance Assessment
- Board effectiveness: Independent director since 2018 with deep biotech operating and R&D experience; active on Compensation and Nominating committees that oversee executive pay, governance guidelines, and board composition .
- Alignment and incentives: 2024 director pay mix is equity-heavy (options and RSUs), supporting alignment; Ms. King did not elect stock in lieu of cash fees, unlike two peers—neutral signal given overall equity weight .
- Independence and conflicts: No related-party transactions disclosed; no compensation committee interlocks; strict anti-hedging/pledging policy lowers alignment risk; attendance thresholds met and Annual Meeting attendance confirmed .
- Compensation oversight signal: The Compensation Committee exercised discretion to raise corporate achievement from 86% to 107% for 2024 bonuses, despite a missed revenue target—monitor for pay-for-performance rigor; say-on-pay support was 73.5% in 2024, indicating moderate investor endorsement and room for engagement .
- Ownership: Beneficial ownership is <1% but includes outstanding RSUs and options; NVAX’s stock ownership guidelines and retention requirements strengthen alignment over time .
RED FLAGS to monitor: use of discretionary upward bonus adjustments by the Compensation Committee in years with partial goal attainment; ensure continued transparency of performance metrics and threshold rigor .