Ruxandra Draghia-Akli
NOVAVAXAbout Ruxandra Draghia-Akli
Executive Vice President, Head of Research & Development at Novavax since November 2024; age 60; MD (Carol Davilla Medical School), PhD in Genetics (Romanian Academy of Medical Sciences), post-doctoral fellowships at Université Paris Cité and Baylor College of Medicine . She brings >20 years of vaccine and global public health leadership, including Global Head, Global Public Health R&D at Johnson & Johnson (2020–2024) and Vice President, Global Vaccines at Merck (2017–2020) . Company performance context during her onboarding: 2024 revenue $682 million, operating expense reduction ~40% vs 2023, current liabilities down $1.3B over two years, and cash/marketable securities/accounts receivable ~$1.0B; pay-versus-performance TSR value per $100 investment = $202 vs peer group $94 for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Draghia Healthcare Consulting | CEO/Owner | Feb 2024–present | Advisory leadership bridging industry/public health; positioned for R&D transition at Novavax . |
| Johnson & Johnson (Janssen) | Global Head, Global Public Health R&D | Jan 2020–Feb 2024 | Accelerated discovery/development across Dengue, TB, leprosy, coronaviruses; deep global public health network . |
| Merck | Vice President, Medical & Scientific Affairs / Global Vaccines | Jun 2017–Jan 2020 | Advanced vaccines against Ebola, pneumococcal disease, HPV . |
| European Commission | Research & innovation policy support | — | Programmatic/legislative/regulatory support, strengthening R&D policy execution . |
| Advisys, Inc. (now part of Inovio) | Roles of increasing responsibility | — | Secured start-up funding and grants; translational experience . |
| Baylor College of Medicine; Université Paris Cité | Research Fellow | — | Molecular biology/gene therapy training underpinning scientific leadership . |
External Roles
| Organization | Role | Years |
|---|---|---|
| INTREPID Alliance | Chair, Scientific Advisory Board; Director | Current |
| Every Cure | Chair, Scientific Advisory Board | Current |
| 100 Days Mission (International Pandemic Preparedness Secretariat) | Science & Technology Expert Group member | Current |
Fixed Compensation
| Component | Status | Notes |
|---|---|---|
| Base salary | Not disclosed | Not a Named Executive Officer (NEO) for 2024; not included in Summary Compensation Table . |
| Target bonus % | Not disclosed | 2024 NEO bonus program detailed; no Ruxandra-specific disclosure . |
| Actual bonus paid | Not disclosed | No Ruxandra-specific bonus disclosure . |
Performance Compensation
Company’s 2024 corporate objectives and outcomes (apply to NEO bonus design; context for executive incentives):
| Metric (2024 Objectives) | Weight | Target | Actual | Payout factor | Explanation |
|---|---|---|---|---|---|
| Deliver Nuvaxovid | 45% | Meet EUA/approvals & revenue | Partially met | 20% | US: prefilled syringe under EUA; EU/Intl: UDV present but insufficient volumes; revenue target missed . |
| Improve Financial Health | 25% | Opex and cash targets | Met/Exceeded | 28% | >$500M Opex reduction; cash balance improved >$800M . |
| Advance the Portfolio | 25% | Clinical/BD milestones | Met/Exceeded | 33% | FDA alignment on clinical design; transformational Sanofi partnership . |
| Evolve Capabilities & Culture | 5% | ESG, turnover, strategy | Met | 5% | Strategy redefined; voluntary turnover at target; first ESG report; compliance embedded . |
| Discretionary corporate performance | — | — | — | +21% | Sanofi multi-year agreement; CZ facility divestiture; removal of “going concern”; R&D-focused strategy . |
| Total corporate achievement | 100% | — | — | 107% | Committee increased payout recognizing added achievements . |
Note: No Ruxandra-specific individual metric weighting/payout disclosed; table reflects company program design for 2024 NEOs .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO and Executive Vice President (and above) must meet share ownership multiples by the fifth anniversary of guideline applicability; until compliant, must retain at least 50% of net shares from vesting/exercise; unvested RSUs count toward compliance; options and unearned performance awards do not . As of December 31, 2024, all covered executives and non-employee directors were in compliance or within the five-year grace period .
- Anti-hedging/anti-pledging: Directors, officers, and employees are prohibited from hedging or pledging Novavax stock; insider trading policy governs purchase/sale practices .
Inducement equity awards (granted upon joining):
| Grant date | Award type | Shares/Options | Strike price | Vesting schedule |
|---|---|---|---|---|
| Nov 11, 2024 | Non-qualified stock option | 64,150 | $9.01/share | 25% at first anniversary; remaining 75% in equal monthly installments over 36 months; 10-year term; requires continued employment . |
| Nov 11, 2024 | RSUs | 42,770 | — | 1/3 annually on each of the first three anniversaries; requires continued employment . |
Employment Terms
| Term | Provision | Applicability |
|---|---|---|
| Employment status | At-will | All currently employed NEOs; applies to executives broadly . |
| Non-compete | During employment and 12 months post-termination within the U.S. (CEO: 18 months) | Executive employment agreements; scope includes non-compete/non-solicit/confidentiality . |
| Clawback policy | Dodd-Frank compliant recoupment of incentive-based compensation upon accounting restatement or non-compliance; applies to current/former executive officers | Second Amended and Restated Recoupment Policy adopted June 2023 . |
| Change-in-control severance plan (EVP level) | Double-trigger: lump-sum severance = 12 months salary; bonus = 100% of target annual bonus × benefit period; COBRA subsidy for 12 months; full vesting of time-based awards; performance awards vest at target or actual ≥ target; extended option exercise (12 months) | Plan covers EVP and above; protected period up to 12 months (EVPs); terms per Severance Plan . |
Track Record, Value Creation, and Execution Risk
- Scientific leadership and R&D execution: Appointed EVP R&D as Novavax pivoted to an R&D-focused model and expanded pipeline beyond COVID-19/influenza; tasked with strategically evaluating portfolio and Matrix-M platform opportunities . She articulated Phase 3 CIC/stand-alone influenza trial goals and potential accelerated approval pathway for older adults; initial cohort ~2,000 participants, with clarity on next steps expected by Q2 2025 .
- 2024 operational highlights tied to incentive design: Sanofi partnership, BLA acceptance/EUA for updated COVID-19 vaccine, initiation of Phase 3 CIC and stand-alone influenza, early-stage assets progressed, $200M Czech facility sale, and significant expense reductions aligned to corporate objectives .
Governance and Shareholder Signals
- Say-on-pay approval: 73.5% of votes cast supported 2024 NEO compensation; ongoing stockholder outreach covered executive pay design and performance metrics alignment .
- Compensation peer group: Pearl Meyer advised; 20-company biopharma peer group used for market benchmarking and program design .
- Compensation practices: Emphasis on at-risk pay; cap annual cash incentive payouts at 150%; independent consultant; no option repricing; no hedging/pledging; no excise tax gross-ups under current agreements .
Investment Implications
- Retention and alignment: Inducement RSUs with three-year vesting and options with four-year vesting cadence (monthly after year one) create durable retention and alignment; ownership guidelines and anti-hedging/pledging strengthen long-term incentives .
- Change-of-control economics: EVP-level Severance Plan offers single-set, double-trigger protection (12 months salary, target bonus multiple, full time-based vesting), lowering departure risk amid strategic partnerships and portfolio transitions .
- Execution leverage: R&D leadership coincides with Sanofi partnership and CIC/flu late-stage programs; success in accelerated pathways and partnerships could convert to milestones/royalties, reinforcing pay-for-performance narratives; company-level 2024 metrics (revenue $682M; Opex -40%; liabilities -$1.3B) and TSR outperformance vs peer context set a performance bar for 2025–2026 .
- Risks: Regulatory timelines for CIC/flu, APA renegotiations, and manufacturing dependencies (e.g., SII) remain core execution risks; clawback and anti-risk compensation frameworks mitigate excessive risk-taking but do not eliminate operational uncertainty .