Richard J. Rodgers
NOVAVAXAbout Richard J. Rodgers
Independent director of Novavax since 2022; age 58 as of April 29, 2025. Former co‑founder, EVP and CFO of TESARO with a track record of multi‑billion dollar M&A outcomes; recognized by the Board as an Audit Committee Financial Expert and currently serves as Chair of the Audit Committee. Education: B.S. in Financial Accounting (St. Cloud State University) and M.B.A. (University of Minnesota, Carlson School of Business). Independent under Nasdaq rules; Board met 20 times in 2024 and all incumbent directors met at least 75% attendance and attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TESARO, Inc. | Co‑Founder; EVP; CFO; Secretary; Treasurer. Guided TESARO through acquisition by GSK for over $5B | 2010–2013 | Led finance and M&A execution culminating in sale to GSK |
| Abraxis BioScience, Inc. | Chief Financial Officer and Senior Vice President | 2009–2010 | Helped guide company through acquisition by Celgene for $2.9B |
| MGI PHARMA, Inc. | Senior Vice President; Controller; Chief Accounting Officer | Not specified | Helped guide company through acquisition by Eisai for $3.9B |
External Roles
| Company | Role | Public/Private | Notes |
|---|---|---|---|
| Ardelyx, Inc. (Nasdaq: ARDX) | Director | Public | Current other public company board |
| Opus Genetics, Inc. (Nasdaq: IRD) | Director | Public | Current other public company board |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director under Nasdaq standards (all directors except CEO are independent) |
| Board attendance | Board met 20 times in 2024; all incumbent directors attended ≥75% of Board and committee meetings served; all then‑serving directors attended the 2024 annual meeting |
| Committees | Audit (Chair); Compensation (Member); Nominating & Corporate Governance (Member) |
| Audit Committee Financial Expert | Designated as an “audit committee financial expert” by the Board |
| Committee activity (2024) | Audit: 7 meetings; Compensation: 5; Nominating & Corporate Governance: 5 |
| Independent Board leadership | Independent Board Chair; regular executive sessions of independent directors |
Fixed Compensation
| Component | NVAX Non‑Employee Director Program (2024) | Richard J. Rodgers – Actual 2024 |
|---|---|---|
| Annual cash retainer (Board member) | $55,000 | Included in fees below |
| Committee chair cash retainers | Audit $25,000; Comp $20,000; Nominating $12,500; R&D $15,000 | Audit Chair retainer included |
| Committee member cash retainers | Audit $12,000; Comp $10,000; Nominating $5,000; R&D $7,500 | Included |
| Fees earned/paid in cash (2024) | — | $90,313 |
| Equity grant policy (annual) | Mix of stock options + RSUs targeting ~50th percentile; ~ $350,000 aggregate grant date value (Board may set different for Chair) | See Performance Compensation below |
| Stock in lieu of cash election | Policy permits 50%/100% of cash fees paid in stock (granted quarterly); in 2024, Alton (100%) and McGlynn (50%) elected stock | No election disclosed for Rodgers |
Performance Compensation
| Award Type | Grant Date | Shares / Options | Exercise Price | Grant Date Fair Value | Vesting | Expiration |
|---|---|---|---|---|---|---|
| Stock Options (Annual) | June 12, 2024 | 15,630 options (to each of Alton, Douglas, King, McGlynn, Rodgers, Mott, Young) | $15.86 per share | Included in “Option Awards” value below | Vest in full 1 year from grant, continued service required | Standard 10‑year term implied by plan; annual grants described for directors |
| RSUs (Annual) | June 12, 2024 | 10,420 RSUs (to each of Alton, Douglas, King, McGlynn, Rodgers, Mott, Young) | — | Included in “Stock Awards” value below | Vest in full 1 year from grant, continued service required | — |
| Director Options – 2024 reported value | — | — | — | $220,853 (Rodgers) | — | — |
| Director RSUs – 2024 reported value | — | — | — | $165,261 (Rodgers) | — | — |
| Total 2024 Director Compensation | — | — | — | $476,427 (Rodgers total: cash $90,313; options $220,853; stock awards $165,261) | — | — |
Notes:
- Director equity awards are time‑based (not performance‑based); the company historically emphasizes equity for alignment while conserving cash.
Other Directorships & Interlocks
- Current public boards: Ardelyx (ARDX); Opus Genetics (IRD).
- Interlock: David Mott (NVAX director) serves as Chairman of Ardelyx; Rodgers is also a director there, indicating a board‑level network tie at an external company. This is not disclosed as a related‑party transaction but is a notable interlock for information flow.
Expertise & Qualifications
- Finance and transactions: Former CFO roles; designated Audit Committee Financial Expert. Extensive M&A outcomes: TESARO→GSK (> $5B), Abraxis→Celgene ($2.9B), MGI PHARMA→Eisai ($3.9B).
- Governance and committee leadership: Chairs Audit; serves on Compensation and Nominating & Corporate Governance.
- Education: B.S. (Financial Accounting), St. Cloud State; M.B.A., University of Minnesota, Carlson School.
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial ownership (as of April 21, 2025) | 59,427 shares; <1% of outstanding |
| Of which: Options exercisable within 60 days | 34,737 shares via options exercisable within 60 days |
| Outstanding options (aggregate, 12/31/2024) | 40,435 options |
| Outstanding RSUs (aggregate, 12/31/2024) | 10,420 RSUs |
| Ownership guidelines | Directors must meet stock ownership guidelines (measured as a multiple of annual cash retainer); unvested RSUs count; as of 12/31/2024 all covered executives and directors were compliant or within the 5‑year grace period; hedging and pledging prohibited. |
Governance Assessment
- Committee leadership and financial oversight: As Audit Chair and a designated financial expert, Rodgers strengthens financial reporting oversight, cybersecurity risk oversight and ERM; Audit met seven times in 2024.
- Independence and engagement: Independent; board‑level attendance thresholds met company‑wide; regular independent director executive sessions; independent Board Chair.
- Compensation alignment for directors: Mix of cash plus time‑based equity; 2024 grants vested after one year, which supports alignment but offers limited performance linkage relative to PSUs; no director meeting fees; optional stock‑in‑lieu program exists.
- Ownership alignment and risk controls: Stock ownership guidelines in force; anti‑hedging and anti‑pledging policy; no related‑party transactions disclosed involving Rodgers.
- Shareholder sentiment context: 2024 say‑on‑pay support ~73.6% indicates mixed but passing support for executive pay; Compensation Committee (of which Rodgers is a member) undertook investor outreach and uses an independent consultant (Pearl Meyer).
- Potential conflicts/interlocks: External board overlap at Ardelyx with fellow NVAX director David Mott (Chairman at Ardelyx), representing a director interlock; no related‑party transactions reported. Monitor for any future commercial ties.
Board Governance (Reference Data)
| Topic | Data |
|---|---|
| Board/Committee meetings in 2024 | Board: 20; Audit: 7; Compensation: 5; Nominating & Corporate Governance: 5; R&D: 5 |
| Compensation Committee membership (2024) | David Mott (Chair); Richard H. Douglas, Ph.D.; Rachel K. King; Richard J. Rodgers |
| Audit Committee membership (2024/2025 report) | Richard J. Rodgers (Chair); Gregg H. Alton, J.D.; Richard H. Douglas, Ph.D.; Margaret G. McGlynn, R.Ph. |
RED FLAGS and Watch Items
- Time‑based equity to directors (no performance conditions) is standard but offers less performance sensitivity than PSUs; continue monitoring equity mix changes.
- Director interlock at Ardelyx (Rodgers as director; Mott as Chairman) is notable for network effects; no related‑party issues disclosed, but monitor for potential conflicts if NVAX were to transact with Ardelyx or affiliates.
- No hedging/pledging allowed; no shares pledged disclosed; Section 16 compliance note cites inadvertent late filings for other directors (Alton, McGlynn) in 2024, not for Rodgers.