Novavax Inc 8-K, filed Aug 18, 2021
Novavax Inc (NVAX)
About this 8-K
Novavax Inc filed this 8-K on August 18, 2021, reporting on events of August 16, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of James P. Kelly as Chief Financial Officer
On August 16, 2021, Novavax, Inc. (the “Company”) announced the appointment of James P. Kelly, age 55, as Executive Vice President, Chief Financial Officer and Treasurer of the Company, effective August 16, 2021. Prior to joining the Company, Mr. Kelly was Executive Vice President, Chief Financial Officer at Supernus Pharmaceuticals, Inc. from October 2020 to August 2021. Previously, Mr. Kelly served as Executive Vice-President, Chief Financial Officer and Treasurer of Vanda Pharmaceuticals Inc. from February 2017 through March 2020, Senior Vice-President, Chief Financial Officer and Treasurer from December 2010 through February 2017, and Secretary from December 2010 to September 2015 and again from April 2018 to August 2018. From March 2006 through December 2010, Mr. Kelly was at MedImmune, a biotechnology subsidiary of AstraZeneca Group, first as Director of Sales and Marketing Finance and then as Vice-President and Controller. From June 2000 through December 2005, Mr. Kelly was at Biogen Idec serving in research and development finance roles of increasing responsibility, most recently as the Director of Planning and Operations. From June 1997 to June 2000, Mr. Kelly was a member of the corporate finance team at Aetna Inc., which team was responsible for mergers and acquisitions and treasury management.
Mr. Kelly’s employment with the Company will be on an at-will basis pursuant to an offer letter (the “Offer Letter”) and an employment agreement (the “Employment Agreement”) approved by the Company’s Board of Directors (the “Board”), pursuant to which Mr. Kelly is entitled to an annual base salary of $490,000 and is eligible to receive an annual performance and incentive bonus, with a target bonus of 45% of his base salary or any other percentage determined by the Board or a committee thereof, based upon achievement by Mr. Kelly and the Company of certain specified goals. The bonus may be paid out partly in cash and partly in shares of stock options or restricted stock at the discretion of the Board.
In connection with his appointment, Mr. Kelly will receive a one-time signing bonus of $100,000, subject to repayment on a pro-rated basis if he resigns from the Company before completing 24 months of service or the Company terminates his employment for any reason other than a reduction in force. Additionally, pursuant to the Company’s Amended and Restated 2015 Stock Incentive Plan, as amended, Mr. Kelly will be granted an initial stock option award of 14,200 shares of Company common stock that will vest as to 25% of the underlying shares on the first anniversary of the grant, and as to the remaining 75% of the underlying shares monthly thereafter over 36 months, and an initial award of 7,100 restricted stock units that will vest annually over a three-year period.
Pursuant to the Employment Agreement, Mr. Kelly has agreed to a perpetual confidentiality covenant and an assignment of intellectual property covenant and has agreed not to compete with the Company or solicit the Company’s customers, officers, employees, consultants, proposed customers, vendors, suppliers, proposed vendor or supplier, or any person or entity providing or proposed to provide research and/or development services to the Company, in each case for a period of 12 months following termination of his employment. Furthermore, if Mr. Kelly’s employment is terminated by the Company without cause or if Mr. Kelly terminates his employment with the Company for good reason (as such terms are defined in the Employment Agreement), he will be entitled to a lump sum payment equal to (i) 12 months’ of his then-effective salary plus (ii) the cost of 12 months’ of his full COBRA premiums, subject to his execution of a separation and release agreement. Additionally, Mr. Kelly will participate in the Company’s Amended and Restated Change in Control Severance Benefit Plan adopted in 2021.
Mr. Kelly and the Company will enter into an indemnification agreement in substantially similar form as Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2010.
There is no arrangement or understanding between Mr. Kelly and any other person pursuant to which Mr. Kelly was appointed as an officer of the Company. There are no family relationships between Mr. Kelly and any director or officer of the Company. Mr. Kelly has no material direct or indirect interest in a related party transaction that requires disclosure.
The foregoing description of the material terms of Mr. Kelly’s Offer Letter and Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Offer Letter and the Employment Agreement, which will be filed with the Securities and Exchange Commission as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
Effective August 16, 2021, John J. Trizzino transitioned from his role of Interim Chief Financial Officer and will continue in his role as Executive Vice President, Chief Commercial Officer and Chief Business Officer.
A press release regarding the appointment of Mr. Kelly as Chief Financial Officer and announcement of other leadership updates of the Company is filed as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
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 duly authorized.
| Novavax, Inc. | ||
| Date: August 18, 2021 | By: | /s/ John A. Herrmann III |
| Name: | John A. Herrmann III | |
| Title: | Executive Vice President, Chief Legal Officer and Corporate Secretary | |
Exhibit 99.1
Novavax Appoints Biopharmaceutical Veterans Jim Kelly as Chief Financial Officer and Nasir Egal, Ph.D., as Senior Vice President of Quality Assurance
GAITHERSBURG, Md., August 16, 2021 – Novavax, Inc. (Nasdaq: NVAX), a biotechnology company developing next-generation vaccines for serious infectious diseases, today announced the appointment of Jim Kelly as Executive Vice President, Chief Financial Officer (CFO) and Treasurer, and Nasir Egal, Ph.D. as Senior Vice President, Quality Assurance. Mr. Kelly will report to Stanley C. Erck, President and Chief Executive Officer, and Dr. Egal will report to Rick Crowley, Executive Vice President and Chief Operations Officer.
Mr. Kelly brings more than twenty-five years of industry experience in both commercial and clinical-stage companies to Novavax. He joins Novavax from Supernus Pharmaceuticals, where he served as CFO. Previously, he spent ten years at Vanda Pharmaceuticals, where he was CFO and Treasurer. Earlier, he spent over a decade in finance roles of increasing responsibility at MedImmune (now AstraZeneca) and Biogen. He holds a Master of Business Administration from Cornell University, a Bachelor of Science in Business Administration from the University of Vermont and is a CFA charterholder.
“We welcome Jim’s broad finance and strategic leadership as Novavax quickly matures into a global commercial company,” said Mr. Erck. “His experience will be of particular importance as we prepare to effectively deliver urgently needed vaccine to all corners of the world in the fight against COVID-19 and work to advance our pipeline of vaccine candidates targeting serious infectious diseases.”
Dr. Egal brings a diverse range of global quality experience to Novavax. He most recently served as the Head of Global Quality External Affairs at Sanofi, where he spent nearly a decade in roles of increasing responsibility. Earlier in his career, he held global and regional quality and compliance roles at Novartis and Merck. He also spent time at the United States Food and Drug Administration as a research scientist. Egal holds a Doctorate in Chemistry from the American University.
“Nasir’s deep quality experience and perspective gained by leading complex global programs will be invaluable as we continue to advance regulatory and commercial activities for our recombinant nanoparticle COVID-19 vaccine,” said Mr. Crowley. “Nasir brings invaluable quality expertise at precisely the right time for Novavax.”
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About Novavax
Novavax, Inc. (Nasdaq: NVAX) is a biotechnology company that promotes improved health globally through the discovery, development and commercialization of innovative vaccines to prevent serious infectious diseases. The company's proprietary recombinant technology platform combines the power and speed of genetic engineering to efficiently produce highly immunogenic nanoparticles designed to address urgent global health needs. Novavax is conducting late-stage clinical trials for NVX-CoV2373, its vaccine candidate against SARS-CoV-2, the virus that causes COVID-19. NanoFlu™, its quadrivalent influenza nanoparticle vaccine, met all primary objectives in its pivotal Phase 3 clinical trial in older adults and will be advanced for regulatory submission. Both vaccine candidates incorporate Novavax' proprietary saponin-based Matrix-M™ adjuvant to enhance the immune response and stimulate high levels of neutralizing antibodies.
For more information, visit www.novavax.com and connect with us on Twitter and LinkedIn.
Forward-Looking Statements
Statements herein relating to the future of Novavax, its operating plans and prospects, the ongoing development of NVX-CoV2373 and other Novavax vaccine product candidates, future regulatory submissions, and the role that Novavax may play in the fight against COVID-19 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 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 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’ Annual Report on Form 10-K for the year ended December 31, 2020 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.
Contacts:
Investors
Novavax, Inc.
Erika Schultz | 240-268-2022
ir@novavax.com
Solebury Trout
Alexandra Roy | 617-221-9197
aroy@soleburytrout.com
Media
Alison Chartan | 240-720-7804
Laura Keenan | 202-709-7521
media@novavax.com
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