SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 13, 2023
(Exact name of registrant as specified
(State or Other Jurisdiction
|(Commission File Number)
700 Quince Orchard Road
Gaithersburg, Maryland 20878
(Address of Principal Executive Offices,
including Zip Code)
(Registrant’s telephone number,
including area code)
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
|Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section
12(b) of the Act:
|Title of each class
|Name of each exchange on which
|Common Stock, Par Value $0.01 per share
|The Nasdaq Global Select Market
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
growth company ¨
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b), (c) and (e)
Appointment of John Trizzino as President and Chief Operating Officer
On November 17, 2023, the Board of Directors (the
“Board”) of Novavax, Inc. (the “Company”) approved the appointment of John J. Trizzino to the newly created role
of President and Chief Operating Officer of the Company, effective November 20, 2023. In connection with this appointment, Mr. Trizzino’s
annual base salary will be increased by $50,000 to $570,000. Otherwise, Mr. Trizzino will continue to be compensated in accordance with
the terms of his Employment Agreement with the Company, dated February 26, 2014, as amended.
Retirement of John A. Herrmann III
On November 13, 2023, John A. Herrmann III informed
the Company of his intention to retire from his role as Chief Legal Officer and Corporate Secretary, effective December 8, 2023. Mr. Herrmann
will continue to provide consulting services to the Company following his retirement, as further described below.
In connection with his retirement, the Company
and Mr. Herrmann entered into a consulting agreement (the “Consulting Agreement”) on November , 2023, pursuant to which
Mr. Herrmann will serve as the Company’s Senior Advisor for legal matters and will provide consulting and advisory services to the
Company following his retirement until December 10, 2024 (subject to earlier termination or extension,
the “consulting period”). The Consulting Agreement provides that Mr. Herrmann will receive a consulting fee (the “Consulting
Fee”) of $44,167 per month and, subject to the recommendation of the Chief Executive Officer and approval of the Compensation Committee
of the Board, a one-time incentive payment in respect of the 2023 bonus he would have received if his employment had continued, pro-rated
to reflect the portion of the year during which Mr. Herrmann served as our Chief Legal Officer and Secretary. The equity awards previously
granted to Mr. Herrmann will continue to vest based on his continued service during the consulting period in accordance with their existing
terms, and any stock options that remain outstanding and unexercised as of the last day of the consulting period will remain exercisable
for a period of 90 days following the end of the consulting period (collectively, the “Equity Treatment”).
terms of the Consulting Agreement, if Mr. Herrmann’s service is terminated by the Company without cause or if Mr. Herrmann terminates
his service with the Company for good reason (each, as defined in the Consulting Agreement) prior to the end of the consulting period
(but not, for the avoidance of doubt, during any extension of the consulting period following December 10, 2024), the Company will pay
Mr. Herrmann, in a lump sum payment, the amount of unpaid Consulting Fees, if any, that would otherwise be payable from the date of termination
through December 10, 2024 and his outstanding equity awards will remain eligible for the Equity Treatment through such date.
period applicable to Mr. Herrmann’s current non-competition, as modified by the Consulting Agreement, and non-solicitation covenants
will commence upon his retirement with the Company.
foregoing description of the material terms of the Consulting Agreement does not purport to be complete and is qualified in its entirety
by reference to the full text of the Consulting Agreement, a copy of which will be filed with the SEC as an exhibit to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2023.
Item 7.01. Regulation FD Disclosure.
A press release regarding
the appointment of Mr. Trizzino as President and Chief Operating Officer, the retirement of Mr. Herrmann, and the appointment of Mark
Casey as Chief Legal Officer and Secretary is furnished as Exhibit 99.1 to this Current Report on Form 8-K
information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and
shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference
in such filing.
Item 9.01. Financial
Statements and Exhibits.
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
|Date: November 17, 2023
|/s/ James P. Kelly
|James P. Kelly
|Executive Vice President, Chief Financial Officer and Treasurer
Novavax Makes Changes to Executive Leadership
Team to Enhance Focus on Delivery of Strategic Priorities
|New organizational structure for executive leadership team designed to
facilitate a leaner and more focused approach to annual execution of business plans
|John Trizzino appointed to new Chief Operating Officer role
|Mark Casey to join as Chief Legal Officer and
GAITHERSBURG, Md., November 17, 2023 –
Novavax, Inc. (Nasdaq: NVAX), a global company advancing protein-based vaccines with its Matrix-M™
adjuvant, today announced changes to its executive leadership team designed to enhance focus on its strategic priorities and continue
the evolution of the company’s scale and structure announced last week.
John Trizzino will take on the newly created role
of President and Chief Operating Officer for the Company. In this role, Mr. Trizzino will lead the commercial; chemistry, manufacturing
and controls or CMC; and regulatory functions for the Company. He will continue to serve on the Company’s executive leadership team.
Current Chief Legal Officer and Corporate Secretary
John Herrmann will retire effective December 8, and Mark Casey will join the Company as his successor effective December 11. Mark will
also serve on the Company’s executive leadership team.
“As we announced last week, we are keenly
focused on effectively delivering our COVID-19 product to market and evolving Novavax’s scale and structure to position the company
for future success. In his new role as Chief Operating Officer, John Trizzino will focus on all aspects of successful product delivery,
both for the 2023-2024 vaccination season and beyond. His deep knowledge of the company and our processes will help to facilitate the
transition to a more streamlined and efficient operating model,” said John C. Jacobs, President and Chief Executive Officer, Novavax.
“As Chief Legal Officer for nearly 14 years, John Herrmann helped transition Novavax from a clinical development organization to
a global commercial vaccine company during a worldwide pandemic. We are incredibly grateful for his leadership, and I am delighted that
John has agreed to serve as an advisor to me and the Company for the next year. His successor, Mark Casey, brings more than 30 years of
experience to Novavax, and we look forward to the next chapter with him at the helm of our legal team.”
Mr. Trizzino has broad experience in publicly
held companies and over 25 years in the vaccines market. During his 12 years with Novavax, Mr. Trizzino most recently served as Executive
Vice President, Chief Commercial Officer and Chief Business Officer, and has also held the roles of Chief Financial Officer, Senior Vice
President of Commercial Operations and Senior Vice President of Business Development. Previously, Mr. Trizzino served as Chief Executive
Officer of Immunovaccine, successfully leading the company into clinical development within the infectious disease and cancer immunotherapy
business, and has also held leadership roles at MedImmune, LLC (now AstraZeneca), ID Biomedical and Henry Schein, Inc. Mr. Trizzino holds
a Bachelor of Science from Long Island University and a Master of Business Administration from New York University, Stern School of Business.
Mr. Casey has decades of experience in the life
sciences sector and most recently served as Chief Legal Officer and Corporate Secretary at Bryn Pharma. He previously served as Chief
Legal Officer, Corporate Secretary and Executive Chairman of the Board - Specialty Generics at Mallinckrodt Pharmaceuticals where he led
business turnaround inclusive of enhancing profitability through rationalization of the R&D portfolio, identifying applications for
underutilized manufacturing capacity and executive-level changes. Earlier in his career, Mr. Casey held executive leadership roles at
Idera Pharmaceuticals and Hologic and held roles of increasing responsibility at Boston Scientific and EMC Corp. Mr. Casey holds a Bachelor
of Science from Syracuse University and a Juris Doctor from Suffolk University Law School.
Novavax, Inc. (Nasdaq: NVAX) promotes improved
health by discovering, developing and commercializing innovative vaccines to help protect against serious infectious diseases. Novavax,
a global company based in Gaithersburg, Md., U.S., offers a differentiated vaccine platform that combines a recombinant protein approach,
innovative nanoparticle technology and Novavax's patented Matrix-M adjuvant to enhance the immune response. Focused on the world’s
most urgent health challenges, Novavax is currently evaluating vaccines for COVID-19, influenza and COVID-19 and influenza combined.
Please visit novavax.com and LinkedIn for more
Statements herein relating to the future of Novavax,
its operating plans and prospects, including the continued evolution of the Company’s scale and structure, and the effective delivery
of its updated XBB version of its Novavax COVID-19 Vaccine, Adjuvanted (2023-2024 Formula) (NVX-CoV2601) are forward-looking statements.
Novavax cautions that these forward-looking statements are subject to numerous risks and uncertainties that could cause actual results
to differ materially from those expressed or implied by such statements. These risks and uncertainties include, without limitation, challenges
satisfying, alone or together with partners, various safety, efficacy, and product characterization requirements, including those related
to process qualification and assay validation, necessary to satisfy applicable regulatory authorities; difficulty obtaining scarce raw
materials and supplies; resource constraints, including human capital and manufacturing capacity, on the ability of Novavax to pursue
planned regulatory pathways; challenges or delays in obtaining regulatory authorization for its product candidates, including its updated
XBB version of its COVID-19 vaccine in time for the fall 2023 vaccination season or for future COVID-19 variant strain changes; challenges
or delays in clinical trials; manufacturing, distribution or export delays or challenges; Novavax’s exclusive dependence on Serum
Institute of India Pvt. Ltd. for co-formulation and filling and the impact of any delays or disruptions in their operations on the delivery
of customer orders; challenges in obtaining commercial adoption of our updated protein-based non-mRNA XBB COVID-19 vaccine, NVX-CoV2373
or any COVID-19 variant strain-containing formulation; challenges meeting contractual requirements under agreements with multiple commercial,
governmental, and other entities; and those other risk factors identified in the "Risk Factors" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" sections of Novavax's Annual Report on Form 10-K for the year ended
December 31, 2022 and subsequent Quarterly Reports on Form 10-Q, as filed with the Securities and Exchange Commission (SEC). We caution
investors not to place considerable reliance on forward-looking statements contained in this press release. You are encouraged to read
our filings with the SEC, available at www.sec.gov and www.novavax.com,
for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the
date of this document, and we undertake no obligation to update or revise any of the statements. Our business is subject to substantial
risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration
to these risks and uncertainties.
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