Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 2.36M
2: EX-4.4 Instrument Defining the Rights of Security Holders HTML 43K
10: EX-10.101 Material Contract HTML 340K
3: EX-10.28 Material Contract HTML 59K
4: EX-10.32 Material Contract HTML 41K
5: EX-10.33 Material Contract HTML 84K
6: EX-10.34 Material Contract HTML 38K
7: EX-10.35 Material Contract HTML 78K
8: EX-10.36 Material Contract HTML 38K
9: EX-10.37 Material Contract HTML 63K
11: EX-21 Subsidiaries List HTML 29K
12: EX-23.1 Consent of Expert or Counsel HTML 34K
17: EX-97 Clawback Policy re: Recovery of Erroneously HTML 42K Awarded Compensation
13: EX-31.1 Certification -- §302 - SOA'02 HTML 34K
14: EX-31.2 Certification -- §302 - SOA'02 HTML 34K
15: EX-32.1 Certification -- §906 - SOA'02 HTML 31K
16: EX-32.2 Certification -- §906 - SOA'02 HTML 31K
23: R1 Cover Page HTML 95K
24: R2 Audit Information HTML 34K
25: R3 Consolidated Statements of Operations HTML 111K
26: R4 Consolidated Statements of Comprehensive Loss HTML 56K
27: R5 Consolidated Balance Sheets HTML 143K
28: R6 Consolidated Balance Sheets (Parenthetical) HTML 46K
29: R7 Consolidated Statements of Changes in HTML 85K
Stockholders' Equity (Deficit)
30: R8 Consolidated Statements of Changes in HTML 32K
Stockholders' Equity (Deficit) (Parenthetical)
31: R9 Consolidated Statements of Cash Flows HTML 123K
32: R10 Organization & Business HTML 34K
33: R11 Summary of Significant Accounting Policies HTML 120K
34: R12 Revenue HTML 107K
35: R13 Collaboration, License, and Supply Agreements HTML 47K
36: R14 Cash, Cash Equivalents, and Restricted Cash HTML 42K
37: R15 Fair Value Measurements HTML 65K
38: R16 Inventory HTML 46K
39: R17 Goodwill HTML 37K
40: R18 Leases HTML 154K
41: R19 Long-Term Debt HTML 70K
42: R20 Stockholders? Deficit HTML 39K
43: R21 Stock-Based Compensation HTML 97K
44: R22 Employee Benefits HTML 35K
45: R23 Other Financial Information HTML 64K
46: R24 Income Taxes HTML 120K
47: R25 Commitment and Contingencies HTML 53K
48: R26 Restructuring HTML 39K
49: R27 Subsequent Events HTML 32K
50: R28 Pay vs Performance Disclosure HTML 41K
51: R29 Insider Trading Arrangements HTML 48K
52: R30 Summary of Significant Accounting Policies HTML 159K
(Policies)
53: R31 Summary of Significant Accounting Policies HTML 65K
(Tables)
54: R32 Revenue (Tables) HTML 84K
55: R33 Cash, Cash Equivalents, and Restricted Cash HTML 41K
(Tables)
56: R34 Fair Value Measurements (Tables) HTML 63K
57: R35 Inventory (Tables) HTML 47K
58: R36 Goodwill (Tables) HTML 39K
59: R37 Leases (Tables) HTML 93K
60: R38 Long-Term Debt (Tables) HTML 51K
61: R39 Stock-Based Compensation (Tables) HTML 95K
62: R40 Other Financial Information (Tables) HTML 72K
63: R41 Income Taxes (Tables) HTML 122K
64: R42 Restructuring (Tables) HTML 36K
65: R43 Summary of Significant Accounting Policies - HTML 94K
Additional Information (Details)
66: R44 Summary of Significant Accounting Policies - HTML 54K
Schedule of Concentration Risk (Details)
67: R45 Summary of Significant Accounting Policies - HTML 39K
Schedule of Property and Equipment (Details)
68: R46 Revenue - Additional Information (Details) HTML 201K
69: R47 Revenue - Schedule of Accounts Receivable, HTML 73K
Unbilled Services, and Deferred Revenue (Details)
70: R48 Revenue - Schedule of Product Revenue (Details) HTML 48K
71: R49 Revenue - Schedule of Revenue Gross to Net HTML 48K
Deductions Balances (Details)
72: R50 Revenue - Schedule of Grant Revenue (Details) HTML 49K
73: R51 Collaboration, License, and Supply Agreements HTML 87K
(Details)
74: R52 Cash, Cash Equivalents, and Restricted Cash - HTML 41K
Schedule of Reconciliation of Cash, Cash
Equivalents, and Restricted Cash (Details)
75: R53 Fair Value Measurements (Details) HTML 72K
76: R54 Inventory - Schedule of Inventory (Details) HTML 37K
77: R55 Inventory - Additional Information (Details) HTML 39K
78: R56 Inventory - Schedule of Inventory Reserves HTML 37K
(Details)
79: R57 Goodwill (Details) HTML 39K
80: R58 Leases - Additional Information (Details) HTML 60K
81: R59 Leases - Schedule of Supplemental Balance Sheet HTML 68K
Information Related to Leases (Details)
82: R60 Leases - Schedule of Operating Lease Expenses HTML 44K
(Details)
83: R61 Leases - Schedule of Supplemental Cash Flow HTML 41K
Information of Leases (Details)
84: R62 Leases - Maturities of Lease Liabilities (Details) HTML 48K
85: R63 Long-Term Debt - Schedule of Notes Payable HTML 55K
(Details)
86: R64 Long-Term Debt - Schedule of Interest Expense HTML 38K
(Details)
87: R65 Long-Term Debt - Additional Information (Details) HTML 105K
88: R66 Stockholders? Deficit (Details) HTML 75K
89: R67 Stock-Based Compensation - Additional Information HTML 92K
(Details)
90: R68 Stock-Based Compensation - Schedule of Stock-Based HTML 39K
Compensation Expense (Details)
91: R69 Stock-Based Compensation - Schedule of Option and HTML 71K
Appreciation Rights Activity (Details)
92: R70 Stock-Based Compensation - Schedule of Assumptions HTML 59K
Used in Estimation of Fair Value of Stock
(Details)
93: R71 Stock-Based Compensation - Schedule of Restricted HTML 61K
Stock Units Activity (Details)
94: R72 Employee Benefits (Details) HTML 46K
95: R73 Other Financial Information - Schedule of Prepaid HTML 36K
Expenses and Other Current Assets (Details)
96: R74 Other Financial Information - Schedule of Property HTML 49K
and Equipment, Net (Details)
97: R75 Other Financial Information - Additional HTML 37K
Information (Details)
98: R76 Other Financial Information - Schedule of Accrued HTML 41K
Expenses (Details)
99: R77 Other Financial Information - Schedule of Other HTML 37K
Current Liabilities (Details)
100: R78 Income Taxes - Schedule of Company's Income (Loss) HTML 39K
from Operations Before Income Tax Provision
(Benefit) by Jurisdiction (Details)
101: R79 Income Taxes - Schedule of Components of Income HTML 48K
Tax Expense (Benefit) (Details)
102: R80 Income Taxes - Additional Information (Details) HTML 54K
103: R81 Income Taxes - Schedule of Tax Rate Differences HTML 58K
(Details)
104: R82 Income Taxes - Schedule of Deferred Tax Assets and HTML 79K
Liabilities (Details)
105: R83 Income Taxes - Schedule of Unrecognized Tax HTML 41K
Benefits Rollforward (Details)
106: R84 Commitment and Contingencies (Details) HTML 71K
107: R85 Restructuring - Schedule of Impairment Charges HTML 45K
(Details)
108: R86 Restructuring - Narrative (Details) HTML 42K
109: R87 Subsequent Events (Details) HTML 34K
111: XML IDEA XML File -- Filing Summary XML 188K
114: XML XBRL Instance -- nvax-20231231_htm XML 2.30M
110: EXCEL IDEA Workbook of Financial Report Info XLSX 229K
19: EX-101.CAL XBRL Calculations -- nvax-20231231_cal XML 249K
20: EX-101.DEF XBRL Definitions -- nvax-20231231_def XML 949K
21: EX-101.LAB XBRL Labels -- nvax-20231231_lab XML 2.46M
22: EX-101.PRE XBRL Presentations -- nvax-20231231_pre XML 1.48M
18: EX-101.SCH XBRL Schema -- nvax-20231231 XSD 235K
112: JSON XBRL Instance as JSON Data -- MetaLinks 654± 960K
113: ZIP XBRL Zipped Folder -- 0001000694-24-000007-xbrl Zip 1.03M
‘EX-97’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
This Second Amended and Restated Recoupment Policy (as amended from time to time, the “Policy”) has been prepared in accordance with Section 10D of the Securities Exchange Act of 1934, as amended, and the regulations thereunder, and approved by the Board of Directors (the “Board”)
of Novavax, Inc. (the “Company”) providing for the Company’s recoupment of certain incentive-based compensation paid to Covered Executives (as defined below) in the event that the Company is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement under the securities laws.
2.Administration
Administration and enforcement of this Policy is delegated to the Compensation Committee of the Board (as constituted from time to time, and including any successor committee, the “Committee”).
The Committee shall make all determinations under this Policy in its sole discretion. Determinations of the Committee under this Policy need not be uniform with respect to any or all Covered Executives and will be final and binding.
3.Effective Date
This Policy shall be effective as of June 16, 2023 (the “Effective Date”) and shall apply only to Covered Compensation (as defined below) that is awarded or granted to, achieved or received by, Covered Executives on or after the Effective Date, except as otherwise agreed to by any Covered Executive.
4.Covered Executives
This
Policy covers each current or former officer of the Company subject to Section 16 of the Securities Exchange Act of 1934, as amended (each, a “Covered Executive”).
5.Covered Compensation
This Policy applies to any cash-based and equity-based incentive compensation, bonuses, and awards granted, paid, earned or that become vested wholly or in part upon the attainment of any financial reporting measure (“Covered Compensation”) to Covered Executives. This Policy shall apply to any Covered Compensation received by an employee who served as a Covered Executive at any time during the performance period for that Covered
Compensation.
6.Financial Restatements; Recoupment
In the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (such an accounting restatement, a “Restatement”),
the Committee shall review the Covered Compensation received by a Covered Executive during the three-year period preceding the Required Financial Restatement Date as well as any transition period that results from a change in the Company’s fiscal year within or immediately following those three completed fiscal years. Regardless of whether the Company filed the restated financial statements, the Committee shall, to the full extent permitted by governing law, seek
Exhibit 97
recoupment of any Covered Compensation, whether in the form of cash or equity, awarded or
paid to a Covered Executive (computed without regard to any taxes paid), if and to the extent:
a.the amount of the Covered Compensation was calculated based upon the achievement of certain financial results that were subsequently the subject of a Restatement; and
b.the amount of the Covered Compensation that would have been awarded to the Covered Executive had the financial results been properly reported would have been lower than the amount actually awarded.
If the achievement of a certain financial result was considered in determining the Covered Compensation awarded or paid, but the Covered Compensation is not awarded or paid on a formulaic basis, the Committee shall determine
the amount, if any, by which the payment or award should be reduced or recouped.
For purposes of this Policy, the “Required Financial Restatement Date” is the earlier to occur of:
a.the date the Board, a committee of the Board, or any officer or officers authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement; or
b.the date a court, regulator, or other legally authorized body directs the
Company to prepare a Restatement.
For the avoidance of doubt, a Covered Executive will be deemed to have received Covered Compensation in the Company’s fiscal period during which the financial reporting measure specified in the award is attained, even if the Covered Executive remains subject to additional payment conditions with respect to such award.
7.Method of Recoupment
The Committee will determine, in its sole discretion, the method for recouping erroneously awarded Covered Compensation, which may include, without limitation:
a.requiring
reimbursement of cash incentive compensation previously paid;
b.cancelling or rescinding some or all outstanding vested or unvested equity (and/or equity-based) awards;
c.adjusting or withholding from unpaid compensation or other set-off to the extent permitted by applicable law; and/or
d.reducing or eliminating future salary increases, cash-based or equity-based incentive compensation, bonuses, awards or severance.
8.Impracticability Exceptions
The Committee shall not seek recoupment
of any erroneously awarded Covered Compensation to the extent it determines that:
a.the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount of erroneously-awarded Covered Compensation to be recovered after reasonable attempt to recover such Covered Compensation;
Exhibit 97
b.recovery would violate home country law, per an opinion form counsel in the relevant jurisdiction, where that law was adopted prior to November 28, 2022; and/or
c.recovery
would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to Company employees, to fail to meet the requirements of Sections 401(a)(13) and 411(a) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.
9.No Indemnification
For the avoidance of doubt, the Company shall not indemnify any Covered Executive against the loss of any erroneously awarded Covered Compensation or any Covered Compensation that is recouped pursuant to the terms of this Policy, or any claims relating to the Company’s enforcement of its rights under this Policy.
10.Severability
If
any provision of this Policy or the application of any such provision to any Covered Executive shall be adjudicated to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Policy, and the invalid, illegal or unenforceable provisions shall be deemed amended to the minimum extent necessary to render any such provision or application enforceable.
11.Amendments
The Committee may amend, modify or terminate this Policy in whole or in part at any time and may adopt such rules and procedures that it deems necessary or appropriate to implement this Policy or to comply with applicable laws and regulations.
12.No
Impairment of Other Remedies
The remedies under this Policy are in addition to, and not in lieu of, any legal and equitable claims the Company may have, the Company’s ability to enforce, without duplication, the recoupment provisions set forth in any separate Company policy or in any Company plan, program or agreement (each, a “Separate Recoupment Policy” and collectively, the “Separate Recoupment Policies”), or any actions that may be imposed by law enforcement agencies, regulators or other authorities. Notwithstanding the foregoing, in the event that there is a conflict between the application of this Policy to a Covered Executive in the event of a Restatement and any additional recoupment provisions
set forth in a Separate Recoupment Policy to which a Covered Executive is subject, the provisions of this Policy shall control. The Company may also adopt additional Separate Recoupment Policies in the future or amend existing requirements as required by law or regulation.
Dates Referenced Herein and Documents Incorporated by Reference
