Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 12, 2021, Gregory F. Covino resigned as Executive Vice President, Chief
Financial Officer and Treasurer of Novavax, Inc. (the "Company") effective April
12, 2021. Mr. Covino will remain an executive advisor to the Company under a new
employment arrangement. In connection with Mr. Covino's resignation, the Company
appointed John J. Trizzino, Executive Vice President, Chief Commercial Officer,
and Chief Business Officer of the Company, to serve as interim Chief Financial
Officer.
Mr. Covino's employment as an executive advisor of the Company will be on an
at-will basis pursuant to an employment agreement (the "Employment Agreement"),
pursuant to which Mr. Covino is entitled to an annual base salary of $262,500.
Under the Company's incentive bonus program, Mr. Covino is eligible to receive
an annual target performance bonus of 40% of his base salary, or any other
percentage determined by the Board, based upon achievement by Mr. Covino and the
Company of certain specified goals determined by the Chief Executive Officer and
the Board. 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. Under this
employment arrangement, Mr. Covino's outstanding equity awards will continue to
vest.
The Employment Agreement also includes confidentiality provisions and
non-competition and non-solicitation provisions that would last for a period of
12 months following termination of his employment.
There is no arrangement or understanding between Mr. Covino and any other person
pursuant to which Mr. Covino was appointed as executive advisor of the Company.
There are no family relationships between Mr. Covino and any director or officer
of the Company. Mr. Covino has no material direct or indirect interest in a
related party transaction that requires disclosure.
The foregoing description of the material terms of Mr. Covino's Employment
Agreement does not purport to be complete and is qualified in its entirety by
reference to the Employment Agreement, which will be filed with the Securities
and Exchange Commission as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 2021.
© Edgar Online, source Glimpses