Richard H. Douglas
NOVAVAXAbout Richard H. Douglas
Independent Class II director of Novavax since 2010 (age 72). Former Senior Vice President, Corporate Development at Genzyme (1989–2011) and earlier roles at Integrated Genetics; Ph.D. in Biochemistry (UC Berkeley) with a postdoctoral fellowship at Caltech, and B.S. in Chemistry (University of Michigan). Committee assignments: Audit, Compensation, and Research & Development; designated independent under Nasdaq standards. Current public company directorships: Alderya Therapeutics (Nasdaq: ALDX) and MaxCyte, Inc. (Nasdaq: MXCT).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genzyme Corporation | Senior Vice President, Corporate Development | 1989–2011 | Led corporate development; involved in acquisitions, licenses, financings, JVs, and strategic alliances |
| Integrated Genetics | Science & Corporate Development capacities | 1982–1989 (until merger into Genzyme) | Pre-merger roles spanning science and BD; company later part of Sanofi Genzyme |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alderya Therapeutics (Nasdaq: ALDX) | Director | Current | Public company board service |
| MaxCyte, Inc. (Nasdaq: MXCT) | Director | Current | Public company board service |
| University of Michigan Technology Transfer National Advisory Board | Member | Current | Advisory board role |
Board Governance
- Independence and tenure: Independent director since 2010; Board determined all directors except the CEO are independent. Class II term runs to the 2027 annual meeting.
- Committee assignments and workload: Member of Audit (7 meetings in 2024), Compensation (5), and Research & Development (5). Chairs are Rodgers (Audit) and Mott (Compensation); R&D has 4 independent members including Douglas.
- Attendance and engagement: Board met 20 times in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings; all then-serving directors attended the 2024 Annual Meeting.
- Board leadership and independence structure: Separate Chair (Margaret G. McGlynn) and CEO; 8 of 9 directors independent; regular executive sessions of independent directors.
- Risk oversight: Committees oversee risk within charters (Audit: disclosure controls, ERM, cybersecurity; Compensation: incentives and risk; R&D: R&D programs and regulatory risk).
Fixed Compensation (Director)
| Component | NVAX Policy (2024) | Dr. Douglas – 2024 Actual |
|---|---|---|
| Board annual cash retainer | $55,000 | Included in total fees |
| Committee member retainers | Audit $12,000; Compensation $10,000; R&D $7,500 | Member of all three committees; total committee fees consistent with roles |
| Meeting fees | None | None |
| Total fees earned/paid in cash | — | $84,500; elected to defer under Director Deferred Fee Policy (100% to company common stock account) |
Notes:
- Directors may elect to receive common stock in lieu of 50% or 100% of annual cash fees; shares issued quarterly based on 10-day average closing price. Douglas deferred 100% of his 2024 fees into the company stock account under the Director Deferred Fee Policy (not the stock-in-lieu program).
Performance Compensation (Director)
| Equity Vehicle | 2024 Grant to Non-Employee Directors | Dr. Douglas – 2024 Details | Vesting |
|---|---|---|---|
| Stock options | 15,630 options | 15,630 options; grant-date FV $220,853; exercise price $15.86 | Vest in full one year from grant (6/12/2024) |
| RSUs | 10,420 RSUs | 10,420 RSUs; grant-date FV $165,261 | Vest in full one year from grant (6/12/2024) |
| Target annual director equity value | Approx. $350,000 aggregate grant-date value (RSUs + options) | Applies to all non-employee directors | Time-based awards; initial equity for new directors at 1.5x annual value, vest over 3 years |
Performance metrics applicable to director pay: None disclosed (director equity is time-based; no director-specific performance conditions).
Other Directorships & Interlocks
- Current public boards: Alderya Therapeutics (ALDX); MaxCyte, Inc. (MXCT). No interlocks with NVAX executive roles.
- Compensation Committee interlocks: NVAX Compensation Committee members (including Douglas) were not NVAX employees; no interlock with other companies’ comp committees.
- Related-party transactions: Audit Committee oversees; none disclosed involving directors or family members; no director/named executive had an interest in proposals other than elections.
Expertise & Qualifications
- Skills matrix: Industry experience; executive leadership; scientific/R&D experience; accounting/financial or investment experience; public company board experience.
- Education: Postdoctoral fellow in Dr. Leroy Hood’s lab (Caltech); Ph.D. Biochemistry (UC Berkeley); B.S. Chemistry (University of Michigan).
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (as of 4/21/2025) | 122,980 shares; <1% of class | Includes 68,640 options exercisable within 60 days |
| Options held (as of 12/31/2024) | 70,640 options (aggregate) | Per director compensation table (timing explains difference vs 60-day window number) |
| RSUs held (as of 12/31/2024) | 10,420 RSUs | From 2024 director grant |
| Anti-hedging/pledging policy | Hedging and pledging prohibited for directors and officers | Company-wide policy |
| Stock ownership guidelines | Directors subject to guidelines; unvested RSUs count; as of 12/31/2024 all covered directors in compliance or within grace period | 5-year compliance window from June 17, 2021 or appointment |
Insider trading compliance: Company states Section 16(a) filing compliance in 2024, with inadvertent late Form 4s for Alton and McGlynn; no exception noted for Douglas.
Governance Assessment
- Strengths
- Deep scientific and corporate development background (Genzyme) aligned with R&D oversight; active service on Audit, Compensation, and R&D committees.
- Clear independence; long service since 2010 with consistent committee engagement and at least 75% attendance; Board met 20 times in 2024.
- Strong alignment mechanisms: elected to defer 100% of 2024 cash fees into company stock account; meaningful equity grants alongside anti-hedging/pledging and ownership guidelines.
- No related-party transactions or comp committee interlocks; Board maintains separate Chair/CEO and majority independence.
- Watch items
- Tenure (since 2010) increases institutional knowledge but some investors monitor long service for potential perceived independence erosion; NVAX affirms independence under Nasdaq rules.
- Director equity is time-based with one-year vesting; absence of performance-conditioned director equity may be viewed as less performance-linked by some governance frameworks.
Director Compensation (Detail)
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $84,500 |
| Option Awards (grant-date FV) | $220,853 |
| Stock Awards (grant-date FV) | $165,261 |
| Total | $470,614 |
Policy references: Non-employee director cash retainer schedule (Board $55,000; Audit $12,000; Compensation $10,000; R&D $7,500), stock-in-lieu election framework, and Director Deferred Fee Policy; 2024 equity awards (15,630 options at $15.86; 10,420 RSUs), generally targeted at ~50th percentile relative to peer data.
Say-on-Pay & Shareholder Feedback (Context)
- 2024 say-on-pay approval: 73.5% of votes cast; continued stockholder outreach to holders representing ~52% of institutional ownership and 36% of shares outstanding.
Potential Conflicts / Related-Party Exposure
- None disclosed for Douglas; Audit Committee reviews any related-party transactions; no director family relationships; no director interest in meeting proposals beyond elections.
Committee Assignments Summary
| Committee | Role | 2024 Meetings | Key Oversight Areas |
|---|---|---|---|
| Audit | Member | 7 | Financial reporting, disclosure controls, ERM, cybersecurity; independent auditor oversight |
| Compensation | Member | 5 | Executive and director pay, equity plans, succession, stock ownership guidelines |
| Research & Development | Member | 5 | R&D pipeline progress, regulatory strategy, IP portfolio; R&D risk oversight |
Qualifications Snapshot
- Board skills: Industry, executive leadership, scientific/R&D, and financial/investment expertise; public company board experience.
- Education: Postdoc (Caltech); Ph.D. Biochemistry (UC Berkeley); B.S. Chemistry (University of Michigan).