UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549



Form 10-K/A

(Amendment No. 1)



| | x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2019

OR



| |  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------

For the transition period from
               to
               .



Commission File No. 000-26770



NOVAVAX, INC.

(Exact name of Registrant as specified in
its charter)



|Delaware
        (State of incorporation) | 21 Firstfield Road, Gaithersburg, Maryland
        20878
        (Address of principal executive offices) | 22-2816046
        (I.R.S. Employer Identification No.)
|----------------------------------------- | --------------------------------------------------------------------------------------------------------- | -------------------------------------------------------



Registrant’s telephone number,
including area code: (240) 268-2000



Securities registered pursuant to Section
12(b) of the Act:



|Title of each class                     |  | Trading Symbol |  | Name of each exchange on which registered
|--------------------------------------- |  | -------------- |  | -----------------------------------------
|Common Stock, Par Value $0.01 per share |  | NVAX           |  | The Nasdaq Global Select Market          



Securities registered pursuant to Section
12(g) of the Act: Not Applicable



Indicate
by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ̈



Indicate
by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes  ̈ Nox



Indicate
by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. YesxNo ̈



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit such files). Yes x
No ̈



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filer |  ̈ | Accelerated filer         | x
|----------------------- | - | ------------------------- | -
|Non-accelerated filer   |  ̈ | Smaller reporting company | x
|Emerging growth company |  ̈ |                           |  



If
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. ̈



Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. x



Indicate
by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ̈ Nox



The aggregate market
value of the voting and non-voting common equity held by non-affiliates of the Registrant (based on the last reported sale price
of Registrants common stock on June 30, 2019 on the Nasdaq Global Select Market) was approximately $138,300,000.



As of April 17, 2020,
there were 57,942,587 shares of the Registrant’s common stock outstanding.














EXPLANATORY NOTE



This Amendment No.
1 on Form 10-K/A (this “Form 10-K Amendment”) amends Novavax, Inc.’s (the “Company,” “Novavax,”
 “we,” “our” or “us”) Annual Report on Form 10-K for the fiscal year ended December 31, 2019,
originally filed with the U.S. Securities and Exchange Commission (“SEC”) on March 11, 2020 (the “Original Report”).
The sole purpose of this Form 10-K Amendment is to include the information required by Items 10 through 14 of Part III of Form
10-K. This information was previously omitted from the Original Report in reliance on General Instruction G(3) to Form 10-K. We
are filing this Form 10-K Amendment to present the information required by Part III of Form 10-K as we will not file our definitive
proxy statement within 120 days of the end of our fiscal year ended December 31, 2019.



In accordance with
Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Part III, including Items 10
through 14 of the Original Report, is hereby amended and restated in its entirety. This Form 10-K Amendment consists solely of
the preceding cover page, this explanatory note, the information required by Part III, Items 10 through 14 of Form 10-K, a signature
page and certifications required to be filed as exhibits. We are amending Part IV solely to add those certifications, which are
attached hereto.



This Form 10-K Amendment
does not amend, modify, or otherwise update any other information in the Original Report. Accordingly, this Form 10-K Amendment
should be read in conjunction with the Original Report. In addition, this Form 10-K Amendment does not reflect events that may
have occurred subsequent to the Original Report date.





2









NOVAVAX, INC.

TABLE OF CONTENTS

|         |                                                                                                | Page
|-------- | ---------------------------------------------------------------------------------------------- | ----
|         | PART III                                                                                       |     
|Item 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                         | 4   
|Item 11. | EXECUTIVE COMPENSATION                                                                         | 15  
|Item 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 40  
|Item 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                      | 43  
|Item 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                         | 43  
|         |                                                                                                |     
|         | PART IV                                                                                        |     
|Item 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                                                     | 45  





3







PART III



|Item 10. | DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE
|-------- | ------------------------------------------------------



BOARD OF DIRECTORS



Pursuant to the Company’s
charter, the Board of Directors (the “Board”) may consist of no fewer than three directors, with the specific number
to be authorized by the Board from time to time at its discretion. The Board is presently authorized to consist of eight members,
and currently includes the following seven individuals: Richard H. Douglas, Ph.D., Stanley C. Erck, Gary C. Evans, Rachel K. King,
Michael A. McManus, Jr., J.D., Rajiv I. Modi, Ph.D., and James F. Young, Ph.D. The members of the Board are divided into three
classes, designated as Class I, Class II, and Class III, each serving staggered three-year terms. The terms of the Class I, Class
II, and Class III directors will expire at the 2020, 2021, and 2022 Annual Meetings of Stockholders, respectively. The following
information outlines our directors and their ages and positions as of April 17, 2020, followed by biographical information of each
such director:



|RICHARD H. DOUGLAS, PH.D.
|-------------------------
|                         
|                         
|Other Directorships:     
|Education:               
|Skills/Qualifications:   
|                         



|STANLEY C. ERCK       
|----------------------
|                      
|                      
|Other Directorships:  
|Education:            
|Skills/Qualifications:
|                      





4







|GARY C. EVANS         
|----------------------
|                      
|                      
|Other Directorships:  
|Skills/Qualifications:
|                      



|RACHEL K. KING        
|----------------------
|                      
|                      
|Other Directorships:  
|Education:            
|Skills/Qualifications:
|                      





5







|MICHAEL A. MCMANUS, JR., J.D.
|-----------------------------
|                             
|                             
|Other Directorships:         
|Education:                   
|Skills/Qualifications:       
|                             



|RAJIV I. MODI, PH.D.  
|----------------------
|                      
|                      
|Other Directorships:  
|Education:            
|Skills/Qualifications:
|                      





6







|JAMES F. YOUNG, PH.D. 
|----------------------
|                      
|                      
|Other Directorships:  
|Education:            
|Skills/Qualifications:
|                      

7







INFORMATION REGARDING THE BOARD AND
CORPORATE GOVERNANCE MATTERS



On March 20, 2020,
the Board determined, upon a recommendation by the Nominating and Corporate Governance Committee, that, with the exception of Dr.
Modi and Mr. Erck, all of the members of the Board are “independent” directors, as that term is defined in the Nasdaq
listing standards. Mr. Erck is currently the President and Chief Executive Officer of the Company. Dr. Modi is not an “independent”
director due to his interest in Cadila and the joint venture it has with the Company, as described in the section titled “Certain
Relationships and Related Transactions.”



During 2019, the Board
met 13 times and acted by written consent in lieu of a meeting one time. In addition, the non-employee directors met four times
in executive session during the same period. Each of our incumbent directors attended at least 75% of the aggregate of the total
number of meetings of the Board they were eligible to attend and the total number of meetings held by all committees on which they
served.



Recognizing that director
attendance at the Company’s annual meetings of stockholders provides stockholders with an opportunity to communicate with
members of the Board, the Company strongly encourages (but does not require) members of the Board to attend such meetings. All
of the then-current Board members attended the 2019 Annual Meeting of Stockholders.



Leadership Structure and Risk Oversight



The Board has elected
to separate the roles of Chief Executive Officer and Chairman of the Board. On April 19, 2011, Mr. Erck was elected to the role
of President and Chief Executive Officer and Dr. Young was elected as Chairman of the Board. Mr. Erck had served as Executive Chairman
from February 2010 until April 19, 2011. Before being elected as Chairman of the Board, Dr. Young had served as a member of the
Board from April 2010 until April 19, 2011.



The Chief Executive
Officer and Chairman work closely together to execute the strategic plan of the Company. The Chairman mentors and advises the senior
scientific team, provides an extensive network of contacts, and reports regularly to the Board. The Company believes that the combination
of Mr. Erck as the President and Chief Executive Officer and Dr. Young as the Chairman of the Board is an effective leadership
structure for the Company. The additional avenues of communication between the Board and management associated with having Dr.
Young serve as Chairman provides the basis for the proper functioning of the Board and its oversight of management.



Management of the Company
is primarily responsible for managing the risks Novavax faces in the ordinary course of operating the business. The Board actively
oversees potential risks and risk management activities by receiving operational and strategic presentations from management, which
include discussions of key risks to the business. In addition, the Board has delegated risk oversight to each of its key committees
within their areas of responsibility. For example, the Audit Committee assists the Board in its risk oversight function by reviewing
and discussing with management the system of disclosure controls and internal controls over financial reporting and discusses the
key risks facing the Company and the processes or actions being taken to mitigate those risks. The Audit Committee also reviews
specific risk areas, such as cybersecurity risk, on a regular basis with input from management. As part of this review, the Company’s
Vice President, Information Technology provides regular updates to the Audit Committee regarding any current cybersecurity risks
and the Company’s cybersecurity risk management program and activities. The Nominating and Corporate Governance Committee
assists the Board in its risk oversight function by periodically reviewing and discussing with management important compliance
and quality issues. The Compensation Committee assists the Board in its risk oversight function by overseeing strategies with respect
to incentive compensation programs and key employee retention issues. The Board committees are chaired by independent directors
and, at each Board meeting, each of the committee chairs delivers a report to the full Board on the activities and decisions made
by the committees at recent meetings. There is also a significant amount of cross-over with respect to the membership of the various
committees, allowing information to flow freely outside of a full board meeting.



Board Committees



The Board currently
has three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee.
In addition to the descriptions below, please refer to the “Compensation Committee Report” and “the Audit Committee
Report” included in this Form 10-K Amendment. The members of the committees are shown below.





8







|Director                      |  | Audit
 Committee |  | Compensation
 Committee |  | Nominating
 and Corporate
 Governance
 Committee
|----------------------------- |  | ---------------- |  | ----------------------- |  | ------------------------------------------------
|Richard H. Douglas, Ph.D.     |  | Member           |  | Member                  |  | —                                               
|Stanley C. Erck               |  | —                |  | —                       |  | —                                               
|Gary C. Evans                 |  | Member           |  | —                       |  | Chair                                           
|Rachel K. King                |  | —                |  | Member                  |  | Member                                          
|Michael A. McManus, Jr., J.D. |  | Chair            |  | Member                  |  | Member                                          
|Rajiv I. Modi, Ph.D.          |  | —                |  | —                       |  | —                                               
|James F. Young, Ph.D.         |  | —                |  | Chair                   |  | Member                                          



Audit Committee



Each Audit Committee
member is a “non-employee director,” as defined by Rule 16b-3 of the Exchange Act, “outside director,”
as defined in Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “Code”),
and an “independent director,” as defined by the listing standards of the Nasdaq. The Board has determined that each
of Mr. McManus and Mr. Evans qualifies as an “audit committee financial expert” as that term is defined by the rules
and regulations of the SEC, and is financially sophisticated as required by the listing standards of the Nasdaq. During 2019, the
Audit Committee met six times and did not act by written consent in lieu of a meeting.



The Audit Committee
acts pursuant to a written charter as adopted by the Board. A current copy of the charter is available on the Company’s website
at www.novavax.com. The Audit Committee reviews and evaluates the charter annually to ensure its adequacy and accuracy,
and is charged with performing an annual self-evaluation with the goal of continuing improvement.



The Audit Committee
is directly responsible for the appointment, compensation, retention, and oversight of the work of any independent registered public
accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attestation
services for the Company. To this end, the Audit Committee meets with the Company’s independent registered public accounting
firm to discuss the scope and results of its examination and reviews the financial statements and reports contained in the Company’s
periodic and other filings. The Audit Committee also reviews the adequacy and efficacy of the Company’s accounting, auditing
and financial control systems, as well as the Company’s disclosure controls and procedures; monitors the adequacy of the
Company’s accounting and financial reporting processes and practices; and considers any issues raised by its members, the
Company’s independent registered public accounting firm and the Company’s employees. To assist in carrying out its
duties, the Audit Committee is authorized to investigate any matter brought to its attention, retain the services of independent
advisors (including legal counsel, auditors, and other experts), and receive and respond to concerns and complaints relating to
accounting, internal accounting controls, and auditing matters. The Audit Committee regularly meets with both the Company’s
management and its independent auditor collectively and, at times, independently and without the other present, and meets in executive
session without management or the independent auditor present.



Compensation Committee



Each Compensation Committee
member is a “non-employee director,” as defined by Rule 16b-3 of the Exchange Act, “outside director,”
as defined in Section 162(m) of the Code, and an “independent director,” as defined by the listing standards of the
Nasdaq, including the heightened standards that apply to compensation committee members. During 2019, the Compensation Committee
met four times and acted by written consent in lieu of a meeting one time.





9







The Compensation Committee
acts pursuant to a written charter, a current copy of the charter is available on the Company’s website at www.novavax.com.The Compensation Committee reviews and evaluates the charter annually to ensure its adequacy and accuracy.



The Compensation Committee
reviews and recommends salaries and other compensatory benefits for the employees, executive officers, and directors of Novavax.
The Compensation Committee also recommends actions to administer the Company’s equity incentive plans and recommends stock
option grants and other awards for employees, executive officers, and directors of Novavax.



As set forth in its
charter, the Compensation Committee’s authority and responsibilities include but are not limited to:



| | · | reviewing and recommending to the Board
the goals and objectives relevant to the Company’s Chief Executive Officer and other executive officers, annually evaluating
the performance of the Chief Executive Officer and other executive officers, and recommending to the independent members of the
Board the compensation levels and annual awards for the Chief Executive Officer and other executive officers;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | overseeing the Company’s overall
compensation philosophy, policies, and programs;
| | - | ---------------------------------------------------------------------------------



| | · | making recommendations to the Board about
the compensation of the directors;
| | - | ----------------------------------------------------------------------------



| | · | approving and administering the Company’s
equity-based plans and awards and management incentive plans; and
| | - | -----------------------------------------------------------------------------------------------------------



| | · | approving and reviewing employment agreements,
severance arrangements, retirement arrangements, change in control provisions, and any supplemental benefits or perquisites for
senior management.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Compensation Committee
has the authority to engage independent compensation consultants or advisors, as it may deem appropriate in its sole discretion,
and to approve related fees and retention terms of such consultants or advisors.



The Compensation Committee
routinely holds meetings, some of which management attends, as well as executive sessions without management, where compensation
is discussed. The chair of the Compensation Committee is responsible for leadership of the Compensation Committee and sets meeting
agendas.



The Compensation Committee
may request that any executive officer or employee of the Company, outside counsel, or consultant attend Compensation Committee
meetings or confer with any members of, or consultants to, the Compensation Committee. The Compensation Committee is supported
in its efforts by the Company’s Legal and Human Resources teams, to which the Compensation Committee delegates authority
for certain administrative functions. The Chief Executive Officer gives performance assessments and compensation recommendations
for each executive officer of the Company (other than himself). The Chairman gives performance assessments and compensation recommendations
for the Chief Executive Officer. The Compensation Committee considers the Chief Executive Officer’s and the Chairman’s
recommendations and the information provided by the Human Resources team in its deliberations regarding executive compensation
and sets the compensation of the executive officers based on such deliberations and recommends that the Board ratify such compensation.
The Chief Executive Officer and the Senior Vice President, Human Resources generally attend Compensation Committee meetings but
are not present for executive sessions or any discussion of their own compensation.



Nominating and Corporate
Governance Committee



Each Nominating and
Corporate Governance Committee member is an “independent director,” as defined by the listing standards of the Nasdaq.
During 2019, the Nominating and Corporate Governance Committee met four times and did not act by written consent in lieu of a meeting.





10







The Nominating and
Corporate Governance Committee acts pursuant to a written charter, a current copy of the charter is available on the Company’s
website at www.novavax.com.The Nominating and Corporate Governance Committee reviews
and evaluates the charter annually to ensure its adequacy and accuracy.



As provided in the
charter, the primary function of the Nominating and Corporate Governance Committee is to assist the Board in fulfilling its responsibilities
by: reviewing and making recommendations to the Board regarding the Board’s size, structure, and composition; establishing
criteria for Board membership; identifying and evaluating candidates qualified to become members of the Board, including candidates
proposed by stockholders; selecting, or recommending for selection, director nominees to be presented for approval at the annual
meeting of stockholders and to fill vacancies on the Board; overseeing the Company’s corporate governance guidelines; evaluating
Company policies relating to the recruitment of Board members; developing and recommending to the Board corporate governance policies
and practices applicable to the Company; monitoring compliance with the Company’s Code of Business Conduct and Ethics and
handling such other matters as the Board or committee deems appropriate. The Nominating and Corporate Governance Committee’s
goal is to contribute to the effective representation of the Company’s stockholders and to play a leadership role in shaping
the Company’s corporate governance.



As noted above, it
is the Nominating and Corporate Governance Committee’s responsibility to review and evaluate director candidates, including
candidates submitted by stockholders. In performing its evaluation and review, the Nominating and Corporate Governance Committee
does not differentiate between candidates based on the proposing constituency, but rather applies the same criteria to each candidate.



Nomination Procedures



Stockholders who
wish to nominate qualified candidates to serve as directors of the Company may do so in accordance with the procedures set
forth in the Company’s Amended and Restated By-Laws (“By-Laws”), which procedures did not change during the
last fiscal year. As set forth in the By-Laws, a stockholder must notify the Company in writing, by notice delivered to the
attention of the Secretary of the Company at the address of the Company’s principal executive offices, of a proposed
nominee. In order to ensure meaningful consideration of such candidates, notice must be received not less than 60 days nor
more than 90 days prior to the anniversary date of the applicable year’s annual meeting of stockholders; provided, however, that in
the event that the date of the applicable year’s annual meeting of stockholders is more than 30 days before or after
the anniversary date of the prior year’s annual meeting of stockholders, notice by the stockholder to be timely must be
so received not later than the close of business on the 10th day following the day on which such notice of the date of the
meeting was mailed or public disclosure of the date of such meeting was made, whichever occurs first.



The notice must set
forth as to each proposed nominee:



| | · | name, age, business and residence address;
| | - | ------------------------------------------



| | · | his or her principal occupation or employment;
| | - | ----------------------------------------------



| | · | the class and number of shares of capital
stock and other securities of the Company, if any, which are beneficially owned by such nominee and whether and the extent to which
any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement
or understanding has been made, the effect or intent of which is to increase or decrease the voting power or economic interest
of, such person with respect to the Company’s securities; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | any other information concerning the nominee
that must be disclosed as to nominees in proxy solicitations, or is otherwise required, in each case pursuant to applicable law.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The notice must also
set forth with respect to the stockholder giving the notice and each Stockholder Associated Person:



| | · | the name and address, as they appear on
the Company’s books, of such stockholder;
| | - | ---------------------------------------------------------------------------------





11







| | · | a description of all direct and indirect
compensation and other material monetary arrangements, agreements or understandings during the past three years, and any other
material relationship, if any, between or concerning such stockholder and each Stockholder Associated Person, on the one hand,
and each proposed nominee, and his or her respective affiliates and associates, on the other hand;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the class and number of shares of capital
stock and other securities of the Company that are owned by such person; and
| | - | ----------------------------------------------------------------------------------------------------------------------



| | · | any derivative positions held of record
or beneficially by such person and whether and the extent to which any hedging or other transaction or series of transactions has
been entered into by or on behalf of, or any other agreement, arrangement or understanding has been made, the effect or intent
of which is to increase or decrease the voting power or economic interest of, such person, with respect to the Company’s
securities.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



For purposes of this
Form 10-K Amendment, a “Stockholder Associated Person” of any stockholder means (i) any “affiliate” or
 “associate” (as those terms are defined in Rule 12b-2 under the Exchange Act) of the stockholder who owns beneficially
or of record any capital stock or other securities of the Company or, through one or more derivative positions, has an economic
interest (whether positive or negative) in the price of securities of the Company and (ii) any person acting in concert with such
stockholder or any affiliate or associate of such stockholder with respect to the capital stock or other securities of the Company.



In addition, any nominee
proposed by a stockholder shall complete a questionnaire, in a form provided by the Company, and such completed questionnaire shall
be submitted promptly, and in any event within ten days, after the Company provides the form of such questionnaire. The Company
may require any proposed nominee to furnish such other information as may reasonably be required to determine the eligibility of
the nominee to serve as a director. Nominations received through this process will be forwarded to the Nominating and Corporate
Governance Committee for review.



The Nominating and
Corporate Governance Committee strives to maintain a board of directors with a diverse set of skills and qualifications, to ensure
that the board of directors is adequately serving the needs of the Company’s stockholders. Before evaluating director candidates,
the Nominating and Corporate Governance Committee reviews the skills and qualifications of the directors currently serving on the
Board and identifies any areas of weakness or skills of particular importance. On the basis of that review, the Nominating and
Corporate Governance Committee will evaluate director candidates with those identified skills. While the Nominating and Corporate
Governance Committee does not have a formal policy on Board diversity, the committee takes into account a broad range of diversity
considerations when assessing director candidates, including individual backgrounds and skill sets, professional experiences, and
other factors that contribute to the Board having an appropriate range of expertise, talents, experiences, and viewpoints, and
considers those diversity considerations, in view of the needs of the Board as a whole, when making decisions on director nominations.
The Nominating and Corporate Governance Committee considers the following skills and experiences necessary to the Board: industry
knowledge, clinical development expertise, commercialization expertise, manufacturing expertise, financial expertise and capital
raising experience, and scientific or medical education and experience, particularly in vaccine-related fields.



While there are no
set minimum requirements, a candidate should:



| | • | be intelligent, thoughtful, and analytical; |  | • | be free of actual or potential conflicts of interest;
| | - | ------------------------------------------- |  | - | -----------------------------------------------------



| | • | possess superior business-related knowledge, skills, and experience; |  | • | have the ability to devote sufficient time to the business and affairs of the Company; and
| | - | -------------------------------------------------------------------- |  | - | ------------------------------------------------------------------------------------------



| | • | reflect the highest integrity, ethics, and character;     |  | • | demonstrate the capacity and desire to represent the best interests of the Company’s stockholders
as a whole.
| | - | --------------------------------------------------------- |  | - | -------------------------------------------------------------------------------------------------------------
| |   |                                                           |  |  
| | • | have excelled in both academic and professional settings; |  |  



| | • | demonstrate achievement in his or her chosen field; |  |  | 
| | - | --------------------------------------------------- |  |  | 





12







In addition to the
above criteria (which may be modified from time to time), the Nominating and Corporate Governance Committee may consider such other
factors as it deems in the best interests of the Company and its stockholders and that may enhance the effectiveness and responsiveness
of the Board and its committees. Finally, the Nominating and Corporate Governance Committee must consider a candidate’s independence
to make certain that the Board includes at least a majority of “independent” directors to satisfy all applicable independence
requirements, as well as a candidate’s financial sophistication and special competencies.



The Nominating and
Corporate Governance Committee identifies potential candidates through referrals and recommendations, including by incumbent directors,
management, and stockholders, as well as through business and other organizational networks. To date, the Nominating and Corporate
Governance Committee has not retained or paid any third party to identify or evaluate, or assist in identifying or evaluating,
potential director nominees, although it reserves the right to engage executive search firms and other third parties to assist
in finding suitable candidates.



Current members of
the Board with the requisite skills and experience are considered for re-nomination, balancing the value of the member’s
continuity of service with that of obtaining a new perspective, and considering each individual’s contributions, performance
and level of participation, the current composition of the Board, and the Company’s needs. The Nominating and Corporate Governance
Committee also must consider the age and length of service of incumbent directors. In March 2005, the Nominating and Corporate
Governance Committee recommended to the Board, and the Board adopted, a rule not to re-nominate a director for re-election if such
director has served ten years as a director or has reached 75 years of age, unless circumstances exist which cause the Nominating
and Corporate Governance Committee to believe that despite such factors, such a nomination was in the best interest of the Company.
If any existing members do not wish to continue in service or if it is decided not to re-nominate a director, new candidates are
identified in accordance with those skills, experience, and characteristics deemed necessary for new nominees, and are evaluated
based on the qualifications set forth above. In every case, the Nominating and Corporate Governance Committee meets (in person
or telephonically) to discuss each candidate, and may require personal interviews before final approval. Once a slate of nominees
is selected, the Nominating and Corporate Governance Committee presents it to the full Board.



Corporate Governance Guidelines



The Board adopted corporate
governance guidelines that are available on the Company’s website at www.novavax.com.



Code of Business Conduct and Ethics



The Board has adopted
a Code of Business Conduct and Ethics (“Code of Ethics”) that applies to each of Novavax’ employees, officers,
and directors, including, but not limited to, the Company’s Chief Executive Officer and Chief Financial Officer. The Code
of Ethics is reviewed at least annually by the Nominating and Corporate Governance Committee. A current copy of the Code Ethics,
as amended, is available on the Company’s website at www.novavax.com. The Company
intends to disclose on its website any future amendments to and waivers of the Code of Ethics that apply to its Chief Executive
Officer, Principal Financial Officer and Principal Accounting Officer, and persons performing similar functions.



Stockholder Communications with the
Board of Directors



The Board welcomes
communications from stockholders and has adopted a procedure for receiving and addressing such communications. Stockholders may
send written communications to the entire Board or individual directors, addressing them to Novavax, Inc., 21 Firstfield Road,
Gaithersburg, Maryland 20878, Attention: Corporate Secretary. Communications by email should be addressed to ir@novavax.com and
marked “Attention: Corporate Secretary” in the “Subject” field. All such communications will be forwarded
to the full Board or to any individual director or directors to whom the communication is directed unless the communication is
clearly of a marketing nature or is unduly hostile, threatening, illegal, or similarly inappropriate, in which case the Company
has the authority to discard the communication or take appropriate legal action.





13







EXECUTIVE OFFICERS



Our executive officers
hold office until the first meeting of the Board following the annual meeting of stockholders and until their successors are duly
chosen and qualified, or until they resign or are removed from office in accordance with our By-Laws. The following information
outlines our executive officers and their ages and positions as of April 17, 2020, followed by biographical information of each
such executive officer:



|Name                   | Age | Title                                                                                  
|---------------------- | --- | ---------------------------------------------------------------------------------------
|Stanley C. Erck        | 71  | President and Chief Executive Officer and Director                                     
|John J. Trizzino       | 60  | Senior Vice President, Chief Business Officer and Chief Financial Officer and Treasurer
|Gregory M. Glenn, M.D. | 66  | President, Research and Development                                                    
|John A. Herrmann III   | 54  | Senior Vice President, General Counsel and Corporate Secretary                         





Stanley C. Erck
has served as President and Chief Executive Officer since April 2011 and a Director since June 2009, and previously served as Executive
Chairman from February 2010 to April 2011 and Interim Chief Financial Officer from November 2017 to March 2018. From 2000 to 2008,
Mr. Erck served as President and Chief Executive Officer of Iomai Corporation, a developer of vaccines and immune system therapies,
which was acquired in 2008 by Intercell AG. He also previously held leadership positions at Procept, a publicly traded immunology
company, Integrated Genetics, now Sanofi Genzyme, and Baxter International. He also served on the board of directors of BioCryst
Pharmaceuticals from December 2008 to December 2018. Mr. Erck also serves on the board of directors of MaxCyte, Inc. and MDBio
Foundation. Mr. Erck received a B.S. in economics from the University of Illinois and a M.B.A. from the University of Chicago.



John J. Trizzino
has served as Senior Vice President, Chief Business Officer and Chief Financial Officer and Treasurer since March 2018, and previously
served as Senior Vice President, Commercial Operations from March 2014 to March 2018. He previously served as the Company’s
Senior Vice President, Business Development from August 2010 to September 2011, and its Senior Vice President, International and
Government Alliances from July 2009 to July 2010. Mr. Trizzino was the CEO of ImmunoVaccine. Inc. from September 2011 to September
2013, and, prior to joining the Company, VP, Vaccine Franchise at Medimmune, LLC, Senior Vice President, Business Development at
ID Biomedical, and Vice President, Business Development in the Medical Group of Henry Schein, Inc. following his position as Vice
President, General Manager of its GIV division. Mr. Trizzino also serves on the board of directors of The Maryland Tech Council.
Mr. Trizzino received a B.S. from Long Island University, CW Post and a M.B.A. from New York University.



Gregory M. Glenn,
M.D. has served as President, Research and Development since March 2016, and previously served as Senior Vice President,
Research and Development since January 2014, as Senior Vice President, Chief Medical Officer from January 2011 to January 2014,
and Senior Vice President and Chief Scientific Officer from June 2010 to January 2011. Prior to joining the Company, Dr. Glenn
was the Chief Scientific Officer and founder of Iomai Corporation, which was acquired in 2008 by Intercell AG, an associate in
international health at Johns Hopkins University’s School of Public Health and a clinical and basic research scientist at
Walter Reed Army Institute of Research. Dr. Glenn received a B.A. in biology and chemistry from Whitman College and a M.D. from
Oral Roberts University School of Medicine. He also completed the Medical Research Fellowship at the Walter Reed Army Institute
of Research.



John A. Herrmann
III has served as Senior Vice President, General Counsel and Corporate Secretary since June 2014. He previously served
as the Company’s Vice President, General Counsel and Corporate Secretary from March 2012 to June 2014, and its Executive
Director, Legal Affairs and Corporate Secretary from April 2010 to March 2012. Prior to joining the Company, Mr. Herrmann was General
Counsel at Ore Pharmaceuticals and Deputy General Counsel at Gene Logic before it became Ore Pharmaceuticals. Mr. Herrmann worked
as Senior Counsel for Celera Genomics following his position as Senior Corporate Counsel at Baxter Healthcare in its Renal Division.
Mr. Herrmann received a B.A. in political science and history from Brown University and a J.D. from the University of Illinois.



14







|Item 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------



COMPENSATION DISCUSSION AND ANALYSIS



Overview



The Compensation Discussion
and Analysis (the “CD&A”) discusses the compensation of our four executive officers for 2019 (each a “Named
Executive Officer” or an “NEO”): (i) Stanley C. Erck, President and Chief Executive Officer; (ii) John J. Trizzino,
Senior Vice President, Chief Business Officer and Chief Financial Officer and Treasurer; (iii) Dr. Gregory M. Glenn, President,
Research and Development; and (iv) John A. Herrmann III, Senior Vice President, General Counsel and Corporate Secretary.



The CD&A reviews
the Company’s executive compensation philosophy, the objectives and operation of the compensation program, how compensation
was set for 2019, and the various elements of compensation paid to the executive officers including the NEOs for services during
2019.



Executive Compensation Philosophy



Our compensation program
is designed to attract, retain, and reward a high-performance workforce in an extremely competitive recruitment and retention market
to achieve the Company’s mission, vision, and goals. This philosophy is reflected in the components of the Company’s
compensation program, which include:



| | · | a competitive compensation package upon
hire;
| | - | ---------------------------------------------



| | · | a performance management process that
defines objectives, tracks employee performance, and ties into the annual rewards process;
| | - | --------------------------------------------------------------------------------------------------------------------------------



| | · | an annual performance increase practice
that rewards each individual employee’s performance against his or her objectives and his or her contribution over the prior
year;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | an annual incentive cash bonus program
designed to reward both Company performance and functional area performance;
| | - | -------------------------------------------------------------------------------------------------------------------



| | · | an equity incentive plan that provides
initial grants upon hire, annual subsequent grants, and additional grants for promotions, rewarding strong performance, and incentivizing,
and retaining high potential personnel; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | a market-competitive, comprehensive benefits
program.
| | - | -----------------------------------------------------



The Compensation
Committee believes that these components provide the tools needed to deliver performance-vesting compensation that retains
and rewards high-performing employees and aligns with general industry practices. We conducted our most recent advisory vote
on executive compensation at our 2019 Annual Meeting of Stockholders. Our Board and our Compensation Committee value the
opinions of our stockholders, so we paid close attention to the outcome of this vote even though it is non-binding.
Approximately 70% of the votes cast on the advisory vote on executive compensation were in favor of our Named Executive
Officer compensation as disclosed in our 2019 proxy statement. We expanded the scope of our stockholder outreach following
the 2019 Annual Meeting of Stockholders executive compensation advisory vote. In late 2019 and early 2020, we solicited our
top 20 stockholders to discuss topics related to our business, corporate governance, and executive compensation. These
stockholders indicated a meeting was not necessary or did not respond to our multiple requests. Stockholder feedback is
important, and the information we glean from these engagements is highly valued. Certain of our stockholders had previously
expressed a preference for performance-vesting long-term compensation (as compared to time-vesting). Accordingly, as further
discussed below in this CD&A, in March 2019 and April 2020, the Compensation Committee awarded performance-vesting awards
to our executive officers.



Objectives of the Executive
Compensation Program



The Compensation Committee
believes that the compensation for our executive officers, including our NEOs, should be designed to attract, motivate, incentivize
and retain highly qualified executive officers responsible for the success of Novavax and should be determined within a framework
that rewards performance and aligns the interests of the executive officers with the interests of the Company’s stockholders.
Within this overall philosophy, the Compensation Committee’s objectives are to:





15







| | · | attract and retain highly qualified employees;
| | - | ----------------------------------------------



| | · | reward executives for meeting the strategic
goals and objectives of the Company;
| | - | --------------------------------------------------------------------------------



| | · | reward strong individual performance;
and
| | - | -----------------------------------------



| | · | align executives’ interests with
those of our stockholders.
| | - | -----------------------------------------------------------



Attract and Retain
Highly Qualified Executives



Our compensation program
is designed to attract, motivate, and retain, from a limited pool of resources, individuals who are highly experienced with proven
records of success, and to provide total compensation that is competitive with the Company’s peers within the biotechnology
and pharmaceutical industries.



Reward Executives
for Meeting Strategic Goals and Objectives of the Company



The Compensation Committee
believes that a significant portion of an executive officer’s total compensation should reflect overall Company performance.
The compensation program rewards the Company’s executive officers for achieving specified corporate performance goals, as
well as goals that fall within their individual functional areas. Incentives are based on meeting criteria in each of these categories
and reflect the executive officer’s overall contribution to the Company.



Align Executives’
Interests with Those of Our Stockholders



The Compensation Committee
believes that Novavax’ long-term success depends upon aligning executives’ and stockholders’ interests. To support
this objective, Novavax provides executive officers with the opportunity to receive equity grants in various forms. The Compensation
Committee granted equity awards to our named executive officers in March 2019 in the form of time-vesting and performance-vesting
restricted stock units (“RSUs”), in September 2019 in the form of time-vesting stock options, stock appreciation rights
(“SARs”), and RSUs, and in April 2020 in the form of performance-vesting stock options. We
consider grants of stock options and SARs to align the interest of our executives with our stockholders interest because value
is created in such grants when the value of our common stock appreciates after grant. We also view RSUs granted to our executive
officers as important incentives, designed to encourage retention and stock ownership.





Generally, time-vesting
stock option grants vest over four years, with 25% of the award vesting on the first anniversary of the grant date and 75% vesting
monthly thereafter over the following three-year period. This vesting schedule supports long-term retention of executive officers
because executive officers cannot exercise the options until they vest.



In March 2019,
certain executive officers received (i) time-vesting RSUs that vested on September 8, 2019, subject to the executive
officer’s continued service through such date, and (ii) performance-vesting RSUs that partially vested on March 8,
2020, subject to the executive officer’s continued service through such date, and based on the Company meeting a
performance objective related to its NanoFlu vaccine, and were partially forfeited in September 2019 based on the Company
failing to meet a performance objective related to its ResVax vaccine candidate, as further discussed in the section entitled
 “Elements of Compensation – Equity Awards” below.



In September 2019,
certain executive officers received the following equity awards: (i) time-vesting RSU retention grants that will vest on the first
anniversary of the grant date, subject to continued service through the vesting date; (ii) time-vesting RSU grants that will vest
in equal annual installments on the first, second, and third anniversary of the grant date, subject to continued service through
the vesting date; (iii) time-vesting SARs that vest as to 25% of the SARs on the first anniversary of the grant date, and as to
the remaining 75% in equal monthly installments over the following three years, subject to continued service through the vesting
date; and (iv) time-vesting stock options that vest as to 25% on the first anniversary of the
grant date, and as to the remaining 75% in equal monthly installments over the following three years, subject to continued service
through the vesting date and subject to stockholder approval of an increase in the number of shares available under the Company’s
Amended and Restated 2015 Stock Incentive Plan, as amended (the “2015 Stock Plan”), as further discussed in the section
entitled “Elements of Compensation – Equity Awards” below.





16







Oversight and Operation of
the Executive Compensation Program



The
Compensation Committee is appointed by the Board to assist the Board with its responsibilities related to the compensation of
the Company’s directors, officers, and employees and the development and administration of the Company’s compensation
plans. For details on the Compensation Committee’s oversight of the executive compensation program, see the section titled
 “Information Regarding the Board and Corporate Governance Matters — Compensation Committee” beginning on page
9 of this Form 10-K/A.



The Chief Executive
Officer (the “CEO”) evaluates and provides to the Compensation Committee performance assessments and compensation recommendations
for each executive officer other than himself. The Chairman of the Board evaluates the CEO’s performance and makes compensation
recommendations for the CEO to the Compensation Committee. The Compensation Committee considers the CEO’s and the Chairman’s
recommendations and information provided by the Human Resources team in its deliberations regarding executive compensation and
recommends to the Board the compensation of the executive officers based on such deliberations. The Board determines executive
compensation based on the recommendation of the Compensation Committee. In 2019, the CEO and the Senior Vice President, Human Resources
generally attended Compensation Committee meetings, but were not present for executive sessions or any discussion of their own
compensation.



Process for Setting Executive
Compensation



Generally, compensation
packages for each executive officer are analyzed and discussed separately at the first Compensation Committee meeting each year.
Prior to that meeting, an independent compensation consultant performs a comprehensive competitive analysis on the compensation
package for each executive officer. In September 2016, the Compensation Committed retained Radford, a part of the Total Rewards
practice at Aon plc (“Radford”) to conduct annual analyses and provide ongoing compensation support. In the third quarter
of 2019, Radford completed a thorough competitive analysis for 2020 executive compensation, and this analysis was used to inform
decisions made regarding the type and amount of equity granted to executive officers in September 2019. Radford’s competitive
analysis was based on a combination of survey data and peer group data.



Survey Data



When determining overall
compensation for 2020, the Compensation Committee reviewed analysis based on a combination of compensation survey data and peer
group data. The compensation survey data source was the Radford Global Life Sciences Survey (the “Survey”). The Survey
provides total compensation and practices data for more than 900 life sciences companies and more than 600,000 individuals. Global
market data is available for 50 countries and positions at the executive, management, professional, sales, and support levels,
as well as overall compensation practices. Target industries include biotechnology, pharmaceutical, diagnostic and clinical research
organizations. In 2018, Radford used a customized selection of Survey data comprised of public biopharmaceutical companies with
100 – 1,000 employees and a market capitalization of $200M - $1.5 billion to better align
the Survey data with Novavax’ compensation programs.



Radford benchmarks
each executive officer’s current compensation against the 50th percentile of the Survey. The Compensation Committee believes
this is a common reference point among biotechnology companies similar in size to Novavax and that the Company remains competitive
by targeting the 50th percentile of the Survey data.



Peer Data



The Compensation Committee
also considered peer group data in making its executive compensation analysis. In doing so, the Compensation Committee used comparative
compensation information from a relevant peer group of companies (the “Peer Group”). The Compensation Committee selected
the companies in the Peer Group with the assistance of Radford based on factors including, but not limited to, the following: industry
sector, stage of development, market capitalization, business focus, and employee headcount.





17







|The Peer Group Utilized in 2019 Consists of the Following 18 Companies: | Achillion Pharmaceuticals | Chimerix                   | Seres Therapeutics
|----------------------------------------------------------------------- | ------------------------- | -------------------------- | ------------------
|Agenus                                                                  | Cytokinetics              | Tetraphase Pharmaceuticals
|Alder Biopharmaceuticals                                                | Dynavax Technologies      | XBiotech                  
|Athersys                                                                | ImmunoGen                 | Zogenix                   
|BioCryst Pharmaceuticals                                                | Inovio Pharmaceuticals    |                           
|BioTime                                                                 | MacroGenics               |                           
|ChemoCentryx                                                            | Recro Pharma              |                           



Internal Equity



The Compensation Committee
considers internal equity when determining compensation to ensure that the Company is fair in its compensation practices across
roles similar in scope and level of responsibility.



Independent Compensation
Analysis



As required by rules
adopted by the SEC under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Compensation Committee engaged
Radford after assessing Radford’s independence. Based upon this assessment, it was determined that the engagement of Radford
did not raise any conflicts of interest or similar concerns. The Compensation Committee assesses Radford’s independence and
potential conflicts of interest on a regular basis, no less than annually.



Radford was authorized
by the Compensation Committee to work with certain executive officers of the Company, as well as other employees in the Company’s
Human Resources, Legal, and Finance departments in connection with Radford’s work for the Compensation Committee.



What the Compensation Program
is Designed to Reward



Company Performance



The executive compensation
program is designed to reward both individual and Company performance. Because of the key roles the executive officers play in
the success of the Company, a significant portion of the achievement of corporate goals is reflective of the executive officers’
individual performance. Accordingly, a significant portion of an executive officer’s total compensation package is based
on the Company’s performance and the achievement of corporate goals. During 2019, the Board and the Company’s senior
executives jointly developed a set of objectives for 2019, which were based on the Company’s strategic plan (the “2019
Objectives”). These objectives are described below under “2019 Performance and Outcomes.”



Individual Performance



The CEO recommended
individual performance goals and objectives for 2019 for executive officers other than himself, and, in the first quarter of 2020,
reviewed each such executive officer’s achievement of such performance goals and objectives. Because of his key role in the
overall success of the Company, the CEO’s performance goals and objectives for 2019 were the same as the annual corporate objectives
based on the strategic plan and, in the first quarter of 2020, the Chairperson of the Board reviewed and evaluated the CEO’s
achievement of such performance goals and objectives.



With the exception
of the CEO, whose incentive compensation is based entirely on achievement of the 2019 Objectives and the discretion of the Board,
each NEO had additional individual goals to support the 2019 Objectives or to further the Company’s strategic plan. Each
NEO achieved his individual objectives in 2019.





18







2019 Performance and Outcomes



During the first quarter
of 2020, the Compensation Committee reviewed the Company’s performance related to its 2019 Objectives. The following table
summarizes its conclusions regarding these objectives:



|2019 Objective                                 |  | Weight |  | Achievement            |  | Percent |  | Explanation                                                                             
|---------------------------------------------- |  | ------ |  | ---------------------- |  | ------- |  | ----------------------------------------------------------------------------------------
|Execute on influenza vaccine development plans |  | 60%    |  | Exceeded objective     |  | 70%     |  | Successful Phase 3 NanoFlu results that met primary endpoint and key secondary endpoints
|Catalent transaction                           |  | 15%    |  | Met objective          |  | 15%     |  | Closing of transaction with Catalent Maryland, Inc., a unit of Catalent Biologics       
|Execute on RSV vaccine development plans       |  | 15%    |  | Did not meet objective |  | 0%      |  | Comprehensive path forward for ResVax in the U.S. and Europe                            
|Complete financing to end 2019 on budget       |  | 10%    |  | Met objective          |  | 10%     |  | Raised cash opportunistically and stayed on 2019 budget                                 
|Total                                          |  | 100%   |  |                        |  | 95%     |  |                                                                                         



Elements of Compensation



The Compensation Committee
believes that the most effective compensation program is one that provides a competitive base salary, rewards the achievement of
established annual and long-term goals and objectives, and provides an incentive for retention. For this reason, the compensation
program is comprised of three primary elements: (i) base salary, (ii) an incentive cash bonus program, and (iii) equity awards.
The Compensation Committee believes that these three elements are the most effective combination to motivate and retain executive
officers.



The Compensation Committee
has not adopted any formal guidelines for allocating total compensation between equity compensation and cash compensation, but
generally seeks to provide an overall executive compensation package designed to attract, motivate, and retain highly qualified
executive officers, to reward them for performance over time, and to align the interests of the executive officers with the interests
of our stockholders.



Base Salary



The Compensation Committee’s philosophy is to maintain
base salaries at a competitive level sufficient to recruit and retain individuals possessing the skills and capabilities necessary
to achieve the Company’s goals over the long term. The base salaries for the NEOs as of December 31, 2019 were:



|Executive              |  | Base
 Salary
 ($) |  | Percentage
 Increase in
 Base Salary
 from
 December 31,
 2018 (%)
|---------------------- |  | ----------------- |  | ------------------------------------------------------------------
|Stanley C. Erck        |  | 642,720           |  | 0.0(1)                                                            
|John J. Trizzino       |  | 393,567           |  | 3.0                                                               
|Gregory M. Glenn, M.D. |  | 472,770           |  | 2.0                                                               
|John A. Herrmann III   |  | 381,368           |  | 3.0                                                               








(1)       Mr.
Erck did not receive an annual base salary increase for 2019.





19







Incentive Cash Bonus
Program



The incentive cash
bonus program is designed to motivate and reward executive officers for the achievement of specific corporate and, for our executive
officers other than our CEO, individual objectives. The purpose of the incentive cash bonus program is to align company, departmental,
and individual goals throughout the Company and to provide an incentive that further ties compensation to individual contribution
and teamwork. At the time that the Board (or the Compensation Committee as its delegate) approves the corporate objectives for
a particular calendar year, the Board also weights each objective, as shown in the table of the 2019 Objectives above. In reviewing
corporate objectives at the end of each calendar year, the Board generally assigns a percentage to each objective that reflects
its determination as to whether the Company achieved that objective, failed to meet that objective, partially met that objective,
or exceeded that objective. In some instances, the Board uses its discretion to make such determinations, and in doing so looks
at other performance factors, mitigating circumstances, and other material successes or missed opportunities. By applying the achievement
percentage to the initial weighting percentage, each objective’s weight contribution and the overall cumulative percentage
of corporate performance for the calendar year is determined.



A target bonus is set
at a percentage of the executive officer’s base salary, with such percentages being based on market data, although the ultimate
amount of any bonus payout is at the discretion of the Board. The Compensation Committee believes that the higher the individual’s
position within Novavax, the more closely his or her bonus award should be tied to the Company’s success. Thus, the CEO’s
target bonus is based entirely on the achievement of the annual corporate objectives and the discretion of the Board. Eighty percent
of Dr. Glenn’s target bonus is based on corporate objectives and 20% of his bonus is based on the performance of his functional
area. For Messrs. Trizzino and Herrmann, 75% of their bonuses are based on corporate achievement and 25% of their bonuses are based
on the performance of their respective functional areas. The 2019 NEO bonus targets, which remained unchanged from 2018, and actual
incentive cash bonus awards received were as follows:



|Executive              |  | Bonus Target as Percentage of Base Salary (%) |  | Incentive Cash Bonus Award Received ($)
|---------------------- |  | --------------------------------------------- |  | ---------------------------------------
|Stanley C. Erck        |  | 60.0                                          |  | 366,351                                
|John J. Trizzino       |  | 40.0                                          |  | 150,421                                
|Gregory M. Glenn, M.D. |  | 50.0                                          |  | 225,818                                
|John A. Herrmann III   |  | 40.0                                          |  | 145,758                                



The conclusions regarding
the Company’s performance related to its 2019 Objectives are shown above, under the heading “2019 Performance and Outcomes.”



In recognition of the
2019 Objectives that were achieved in 2019, including 2019 Objectives that were achieved in 2019 and measured in 2020, in March
2020, the Compensation Committee granted each of our NEOs a cash bonus in the amount disclosed above.



Equity Awards



Equity awards are a
fundamental incentive element in the executive compensation program because they emphasize long-term performance, as measured by
creation of stockholder value, and foster a commonality of interest between stockholders and key executives. In addition, they
are crucial to a competitive compensation program for executive officers because they act as a powerful retention tool. Importantly,
given the significant risks and high potential reward the Company faces around its development of NVX-CoV2373, its vaccine candidate
for SARS-CoV-2, as well as the ongoing efforts to attain licensure for its NanoFlu vaccine, the Compensation Committee believes
such equity awards align the executives’ performance with the interest of our stockholders and create appropriate incentives
for improved global health. In the case of stock options and SARs, the executive officers are motivated by the potential appreciation
in the stock price above the exercise price or base value, as applicable. To encourage continued employment, equity grants to executive
officers, other than retention- and performance-vesting grants, typically require the executive to remain an employee of the Company
for three or four years before the award is fully vested. In addition, the Compensation Committee may grant equity awards that
vest as the executive officer achieves certain performance milestones. The Compensation Committee believes it is important to tie
the long-term benefit potentially realizable by the executive to a long-term commitment with Novavax.



Annual equity grants
are awarded to executive officers at the discretion of the Board upon a recommendation by the Compensation Committee or at the
discretion of the Compensation Committee pursuant to the authority delegated by the Board. In making its recommendations or determinations,
the Compensation Committee considers Company performance, competitive data, and the individual’s scope of responsibility
and continuing performance. With guidance from Radford upon its analysis of competitive data, annual equity awards were awarded
all employees including to the NEOs in September 2019.





20







In recognition of the
2018 Objectives that could potentially be achieved in 2019, in March 2019, the Compensation Committee granted our CEO performance-vesting
RSUs that partially vested based on the Company meeting a performance objectives related to its NanoFlu vaccine, and were partially
forfeited based on the Company failing to meet a performance objectives related to its ResVax vaccine candidate. The Compensation
Committee determined that our NEOs, other than the CEO, would receive a 2018 annual cash bonus equal to 50% of the amount determined
to be earned in accordance with the 2018 Objectives. In March 2019, in lieu of the remaining 50%, the NEOs, other than the CEO,
received time-vesting RSU retention grants that vested on September 8, 2019 subject to continued service through the vesting date.
In addition, in recognition of the 2018 Objectives that could potentially be achieved in 2019, in March 2019, the Compensation
Committee awarded the NEOs performance-vesting RSUs that partially vested based on the Company meeting a performance objective
related to its NanoFlu vaccine, and were partially forfeited based on the Company failing to meet a performance objective related
to its ResVax vaccine candidate.



Each of the NEOs is
also eligible to participate in the Company’s Amended and Restated 2013 Employee Stock Purchase Plan (the “ESPP”).



From time to time,
the Company may grant performance-vesting stock equity awards. The following table contains information about the grant, vesting,
and forfeiture of outstanding performance-vesting awards as of December 31, 2019:



|                                |  | Number of
 Shares |        
|------------------------------- |  | ----------------- | -------
|Non-vested at December 31, 2015 |  | —                 |        
|Granted                         |  |                   | 55,000 
|Vested                          |  |                   | —      
|Forfeited                       |  |                   | —      
|Non-vested at December 31, 2016 |  |                   | 55,000 
|Granted                         |  |                   | —      
|Vested                          |  |                   | —      
|Forfeited                       |  |                   | (6,250 
|Non-vested at December 31, 2017 |  |                   | 48,750 
|Granted                         |  |                   | —      
|Vested                          |  |                   | —      
|Forfeited                       |  |                   | —      
|Non-vested at December 31, 2018 |  |                   | 48,750 
|Granted                         |  |                   | 38,758 
|Vested                          |  |                   | —      
|Forfeited                       |  |                   | (31,009
|Non-vested at December 31, 2019 |  |                   | 56,499 



Stock Options



In September
2019, the Compensation Committee awarded to each named executive officer an option to purchase common stock of the Company.
The stock options vest as to 25% of the shares underlying the option on the first anniversary of the grant date and as to the
remaining 75% in equal monthly installments over a three-year period, subject to continued service with the Company through
the applicable vesting date and subject to stockholder approval of an increase in the number of shares available under the
2015 Stock Plan which we intend to seek at our 2020 Annual Meeting of Stockholders. If the stockholders do not approve this increase,
these stock options will be cancelled. The following table contains the contingent time-vesting stock options granted to each
NEO:





21









|Executive              |  | Time-Vesting Stock
 Options
|---------------------- |  | ---------------------------
|Stanley C. Erck        |  | 100,000                    
|John J. Trizzino       |  | 100,000                    
|Gregory M. Glenn, M.D. |  | 100,000                    
|John A. Herrmann III   |  | 99,000                     



In April 2020, in acknowledgment
of the extraordinary work of our employees to implement a new vaccine program against the SARS-CoV-2 virus responsible for the
COVID-19 pandemic, our Compensation Committee approved a grant of performance-vesting equity awards to our employees,
including a grant of stock options to our executive officers. The stock options will be earned if a Phase 2 clinical trial of the
Company’s NVX-CoV2373 vaccine candidate against SARS-CoV-2 is initiated within 12 months of the grant date, and will thereafter
vest as to 50% of the earned stock options on the first anniversary of the Phase 2 initiation date and as to the remaining 50%
of the earned stock options on the second anniversary of the Phase 2 initiation date, subject to continued service with the Company
through the applicable vesting date and subject to stockholder approval of an increase in the number of shares available under
the 2015 Stock Plan, which we intend to seek at our 2020 Annual Meeting of Stockholders. If the stockholders do not approve this
increase, these stock options will be cancelled. The following table contains the contingent performance-vesting stock options
granted to each NEO:



|Executive              |  | Time-Vesting Stock
 Options
|---------------------- |  | ---------------------------
|Stanley C. Erck        |  | 400,000                    
|John J. Trizzino       |  | 140,000                    
|Gregory M. Glenn, M.D. |  | 165,000                    
|John A. Herrmann III   |  | 125,000                    



Restricted Stock
Units



In March 2019,
the Compensation Committee awarded the executive officers (i) time-vesting RSUs that vested on September 8, 2019, subject to
the executive officer’s continued service through such date, and (ii) performance-vesting RSUs that partially vested on
March 8, 2020, subject to the executive officer’s continued service through such date, and based on the Company meeting
a performance objective related to its NanoFlu vaccine, and were partially forfeited in September 2019 based on the Company
failing to meet a performance objective related to its ResVax vaccine candidate. The following table contains the RSUs
granted to each NEO:



|Executive              |  | Time-Vesting  RSUs(1) |  | Performance-Vesting RSUs(2)
|---------------------- |  | --------------------- |  | ---------------------------
|Stanley C. Erck        |  | —                     |  | 30,362                     
|John J. Trizzino       |  | 5,143                 |  | 2,344                      
|Gregory M. Glenn, M.D. |  | 7,608                 |  | 3,804                      
|John A. Herrmann III   |  | 4,933                 |  | 2,248                      










| | (1) | One hundred percent of the RSUs subject to this grant
under the Company’s 2015 Stock Plan vested six (6) months from the March 8, 2019 grant date subject to continued employment
with the Company through the vesting date.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Vesting of the performance-vesting RSUs subject to
this grant under the 2015 Stock Plan is subject to the satisfaction of both (1) a time-vesting requirement, pursuant to which
one hundred percent of the RSUs vested on the first anniversary of the March 8, 2019 grant date subject to continued service through
such vesting date; and (2) performance-vesting requirements, pursuant to which the RSUs were eligible to vest as to 80% of the
underlying shares if on or prior to September 30, 2019, the Company developed a viable, near-term marketing authorization approach
for its ResVax vaccine and as to 20% of the underlying shares if on or prior to September 30, 2019, the Company received notification
of its right to pursue accelerated approval for its NanoFlu vaccine from the U.S. Food and Drug Administration (“FDA”),
subject in each case to continued service with the Company through the first anniversary of the grant date.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





22







As part of our annual grant process, in September 2019,
the Compensation Committee awarded the executive officers other than Dr. Glenn time-vesting RSUs that vest in three equal annual
installments on the first three anniversaries of the date of grant, subject to continued service with the Company through the applicable
vesting date. The following table contains the RSUs granted to each NEO:



|Executive              |  | Time-Vesting RSUs
|---------------------- |  | -----------------
|Stanley C. Erck        |  | 19,638           
|John J. Trizzino       |  | 10,613           
|Gregory M. Glenn, M.D. |  | —                
|John A. Herrmann III   |  | 11,919           



In addition, in September
2019, the Compensation Committee awarded the executive officers other than the CEO retention RSUs that vest on the first anniversary
of the grant date, subject to continued service with the Company through the vesting date. The following table contains the retention
RSUs granted to each NEO:



|Executive              |  | Time-Vesting RSUs
|---------------------- |  | -----------------
|Stanley C. Erck        |  | —                
|John J. Trizzino       |  | 31,900           
|Gregory M. Glenn, M.D. |  | 38,588           
|John A. Herrmann III   |  | 30,900           



Stock Appreciation
Rights



In September
2019, as part of the annual grant process, the Compensation Committee awarded the executive officers other than Mr. Herrmann
time-vesting SARs that will be settled in shares. The SARs vest as to 25% of the SARs on the first anniversary of the grant date and as to the remaining
75% in equal monthly installments over a three-year period, subject to continued service with the Company through the
applicable vesting date. The following table contains the SARs granted to each NEO:



|Executive              |  | Time-Vesting SARs
|---------------------- |  | -----------------
|Stanley C. Erck        |  | 100,000          
|John J. Trizzino       |  | 18,400           
|Gregory M. Glenn, M.D. |  | 66,100           
|John A. Herrmann III   |  | —                



Clawback
Policy



On April
26, 2017, the Board adopted a policy providing that, if the Company is required to prepare an accounting restatement due to material
non-compliance with financial reporting requirements under applicable securities laws, with respect to any cash bonus or other
cash compensation paid or awarded, or equity-based bonus or other equity-based incentive compensation that was exercised, vested
or settled, within six months preceding such restatement, and that was granted or earned or became vested based wholly or in part
upon the attainment of any financial reporting measure, if the recipient of such cash or equity-based bonus or other cash or equity-based
incentive compensation engaged in fraud, intentional misconduct, or gross negligence that caused or partially caused the need for
the restatement, the Board generally may seek reimbursement of any amount paid under an award in excess of what would have been
paid had such material noncompliance not occurred.





23







Perquisites and Other Personal
Benefits



The Company does not
have any executive perquisite programs. From time to time, on a limited or exception basis, it may decide to provide other benefits
that are related to a business purpose or are customary among peer public companies that may otherwise be considered perquisites.
All of the NEOs are eligible to participate in the Company’s benefit plans offered to all employees, including health, dental
and vision insurance, a prescription drug plan, flexible spending accounts, short and long term disability, life insurance, and
a 401(k) plan.



Employment Agreements and
Severance Benefits



As of December 31,
2019, the Company had employment agreements in place with all of the NEOs. The employment agreements provide for certain payments
if the NEO is terminated by the Company without cause or leaves for good reason. The terms of these agreements are described in
greater detail in the section titled “Overview of Employment and Change in Control Agreements.” All of the NEOs are
 “at will” employees.



The Company has established
a Change in Control Severance Benefit Plan, which provides for severance payments to participating employees if the participant’s
employment is terminated in connection with a change in control. This plan is described in greater detail in the section titled
 “Overview of Employment and Change in Control Agreements.” The Compensation Committee believes it is important to provide
such employees with an incentive to remain with the Company amid the uncertainty that often accompanies efforts to consummate a
corporate sale or similar transaction that may enhance stockholder value. All of the NEOs participate in the Change in Control
Severance Benefit Plan.



Tax and Accounting Implications



Section 162(m) limits
to $1 million the amount a company may deduct for compensation paid to certain executive officers,
subject to certain grandfathering rules for performance-vesting compensation in effect on November 2, 2017 and not materially modified
after such date. The Compensation Committee believes that its primary responsibility is to provide a compensation program that
attracts, retains and rewards the executives necessary for our success. Accordingly, the Compensation Committee has authorized,
and will continue to authorize, compensation arrangements that are not fully deductible under Section 162(m) of the Code or that
may otherwise be limited as to tax deductibility.



The
Compensation Committee regularly considers the accounting implications of significant compensation decisions, especially in connection
with decisions that relate to our equity incentive award plans and programs. If accounting standards change, we may revise certain
programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and
objectives.



Prohibition on Hedging and
Pledging our Common Stock



Our insider trading
policy prohibits all directors, officers and other employees from engaging in hedging of our common stock or similar transactions
that transfer to another, in whole or in part, any of the economic consequences of ownership of our common stock, such as put and
call options and short and long sales, convertible debentures or preferred stock and debt securities (debentures, bonds and notes).
Further, our insider trading policy provides that no director, executive officer or vice president may engage in any transaction
involving pledging of our common stock.



Compensation Risk Assessment



The
Compensation Committee regularly reviews the Company’s compensation and benefits programs, policies and practices, including
its executive compensation program and its incentive-based compensation programs for its executive officers, to determine whether
such programs, policies and practices create risks that are reasonably likely to have a material adverse effect on the Company.
Our compensation and governance-related policies are enhanced by our clawback policy, described in the section titled “Elements
of Compensation — Clawback Policy” on page 23 of this Form 10-K Amendment, as
well as a policy prohibiting hedging and pledging of our securities by our directors and officers, including our NEOs. Based on
its assessment, the Compensation Committee does not believe that our compensation programs, policies and practices, in conjunction
with our existing processes and controls, create risks that are reasonably likely to have a material adverse effect on our business
and operations.





24







Compensation Committee Interlocks
and Insider Participation



During 2019, Dr. Douglas,
Ms. King, Mr. McManus, and Dr. Young served as members of the Compensation Committee. None of the members of the Compensation Committee
were at any time during 2019 an employee or executive officer of Novavax.



No executive officer
of the Company currently serves, or during 2019 served, as a member of the board of directors or compensation committee of any
entity that has one or more executive officers serving as a member of the Company’s Board or Compensation Committee.



Stockholder Outreach



Active stockholder
outreach and interaction is paramount to Novavax’ investor relations strategy. Consistent with that, Novavax attended four
investor conferences in 2019, the majority of which included presentations and opportunities to meet with institutional investors
in individual one-on-one settings. Novavax further conducted two non-deal roadshows in the U.S. and Europe. On-site meetings with
both sell-side and buy-side contacts included tours of Novavax’ facilities and provided additional opportunities for investor
interaction and feedback. Novavax holds an annual stockholder day. In total, Novavax conducted 105 individual calls or meetings
with buy-side investors and had 21 interactions with sell-side analysts in 2019. The Company believes these interactions are central
to communicating Novavax’ investment opportunity, corporate strategy, milestones and goals, and to obtaining feedback directly
from the investment community.





25









2019 CEO PAY RATIO



As required by Section
953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, the following information
describes the relationship of the annual total compensation of our employees and the annual total compensation of Stanley C. Erck,
our President and Chief Executive Officer (our “CEO”).



For 2019:



| | · | the median of the annual total compensation
of all employees of the Company (other than Mr. Erck) was $98,413;
| | - | --------------------------------------------------------------------------------------------------------------



| | · | Mr.
Erck’s annual total compensation, as reported in the Summary Compensation Table included elsewhere within this Form 10-K
Amendment, was $2,438,562; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | for 2019, the ratio of the annual total
compensation of our CEO to the median of the annual total compensation of all employees (“CEO Pay Ratio”) is reasonably
estimated to be 25 to 1.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



To identify its median
employee and determine the annual total compensation of that median employee and the CEO:



| | · | The Company determined that, as of December
31, 2019, its employee population consisted of approximately 168 individuals, with approximately 121 employees based in the United
States and 47 employees located in Sweden. All employees are included, whether employed as full-time, part-time, temporary, or
seasonal employees, and compensation was annualized for any full-time employee that was not employed for all of fiscal year 2019.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | We identified our median employee by reviewing
compensation data reflected in payroll records consisting of base salary and annual cash incentive payments, which was consistently
applied to all employees included in the calculation. Base salary and annual cash incentive payments were used because they represent
the Company’s principal broad-based compensation elements.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | No cost of living adjustments were made
in identifying the median employee. For compensation of employees located in Sweden, the exchange rate used was the same as for
financial statement translation purposes at December 31, 2019.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | After
identifying the median employee, all of the elements of such employee’s compensation for 2019 in accordance with the requirements
of Item 402(c)(2)(x) of Regulation S-K, were totaled resulting in annual total compensation of $98,413. With respect to the annual
total compensation of the CEO, the Company used the amount reported in the “Total” column of the Summary Compensation
Table included in this Form 10-K Amendment.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The CEO Pay Ratio reported
above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology
described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies,
to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation
practices. Accordingly, the pay ratio reported by other companies may not be comparable to the CEO Pay Ratio reported above, as
other companies have different employee populations and compensation practices and may use different methodologies, exclusions,
estimates and assumptions in calculating their own pay ratios.



26







SUMMARY COMPENSATION TABLE



The following table
sets forth information concerning the compensation of our NEOs for the fiscal years ended December 31, 2019, 2018, and 2017.



|Name and Principal Position |  | Year |  | Salary(1)($) |         |  | Stock
 Awards(2)($) |  |         | Option
 Awards(3)($) |  |  | Non-Equity 
Incentive Plan
 Compensation(4)($) |  |  | All Other
 Compensation(5)($) |         |  | Total ($) | 
|--------------------------- |  | ---- |  | ------------ | ------- |  | ------------------- |  | ------- | -------------------- |  |  | ---------------------------------------------- |  |  | ----------------------------- | ------- |  | --------- | 
|Stanley C. Erck             |  | 2019 |  |              | 642,720 |  |                     |  | 431,631 |                      |  |  | 986,660                                        |  |  |                               | 366,351 |  |           | 
|President and CEO           |  | 2018 |  |              | 638,040 |  |                     |  | —       |                      |  |  | 3,509,358                                      |  |  |                               | —       |  |           | 
|                            |  | 2017 |  |              | 624,000 |  |                     |  | —       |                      |  |  | 1,753,125                                      |  |  |                               | 383,760 |  |           | 
|                            |  |      |  |              |         |  |                     |  |         |                      |  |  |                                                |  |  |                               |         |  |           | 
|John J. Trizzino            |  | 2019 |  |              | 390,701 |  |                     |  | 330,831 |                      |  |  | 584,103                                        |  |  |                               | 150,421 |  |           | 
|SVP, Chief Business Officer |  | 2018 |  |              | 378,078 |  |                     |  | —       |                      |  |  | 890,700                                        |  |  |                               | 53,498  |  |           | 
|and CFO and Treasurer       |  | 2017 |  |              | 366,102 |  |                     |  | —       |                      |  |  | 425,000                                        |  |  |                               | 149,145 |  |           | 
|                            |  |      |  |              |         |  |                     |  |         |                      |  |  |                                                |  |  |                               |         |  |           | 
|Gregory M. Glenn, M.D.      |  | 2019 |  |              | 470,453 |  |                     |  | 348,306 |                      |  |  | 819,421                                        |  |  |                               | 225,818 |  |           | 
|President, Research and     |  | 2018 |  |              | 460,125 |  |                     |  | —       |                      |  |  | 1,131,189                                      |  |  |                               | 79,142  |  |           | 
|Development                 |  | 2017 |  |              | 450,000 |  |                     |  | —       |                      |  |  | 531,250                                        |  |  |                               | 229,500 |  |           | 
|                            |  |      |  |              |         |  |                     |  |         |                      |  |  |                                                |  |  |                               |         |  |           | 
|John A. Herrmann III        |  | 2019 |  |              | 378,591 |  |                     |  | 329,470 |                      |  |  | 488,397                                        |  |  |                               | 145,758 |  |           | 
|SVP, General Counsel and    |  | 2018 |  |              | 362,695 |  |                     |  | —       |                      |  |  | 712,560                                        |  |  |                               | 51,321  |  |           | 
|Corporate Secretary         |  | 2017 |  |              | 340,000 |  |                     |  | —       |                      |  |  | 425,000                                        |  |  |                               | 138,550 |  |           | 










| | (1) | Includes amounts earned, but deferred at the election of the NEO, such as
salary deferrals under the Company’s 401(k) plan.
| | --- | ---------------------------------------------------------------------------------------------------------------------------



| | (2) | The amount reported in this column represents the grant date fair value
of time-vesting and performance-vesting RSUs granted to our NEOs in 2019. The grant date fair value was calculated in accordance
with FASB ASC Topic 718. Assumptions used in the calculation of this amount are included in Note 13 to the Company’s Annual
Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 11, 2020. The grant date fair values of the
performance-vesting RSUs as reported in the table above are based on the probable outcome of the performance conditions associated
with the RSUs on the grant date, which is the same value as if all applicable performance milestones associated with the RSUs were
achieved at maximum levels.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | The amount reported in this column represents the grant date fair value
of time-vesting stock options and SARs granted to our NEOs in 2019. The grant date fair value was calculated in accordance with
FASB ASC Topic 718 assuming all contingent awards were granted on a non-contingent basis. Assumptions used in the calculation of
this amount are included in Note 13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed
with the SEC on March 11, 2020.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Represents
performance-vesting bonuses awarded in 2019, 2018, and 2017 under the Company’s incentive cash bonus program. For a description
of the incentive cash bonus program, see page 20 in the CD&A.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | For 2019, All Other Compensation consisted of employer matching contributions
to the Company’s 401(k) plan for Messrs. Erck, Trizzino, and Herrmann, and Dr. Glenn.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



27







GRANTS OF PLAN-BASED AWARDS TABLE



The following table
sets forth information with respect to option awards and other plan-based awards granted to our NEOs during the fiscal year ended
December 31, 2019:



|                       |  | Estimated
Future
Payouts Under
Non-Equity Incentive  Plan Awards(1) |         |  |             |  | Estimated

Future
 Payouts
 Under
Equity
 Incentive
 Plan Awards |            |  | All Other
 Stock
 Awards:
 Number of
 Shares of
 Stock or |  |  | All
Other
Option
Awards:
Number of
Securities
Underlying |     |  | Exercise or
 Base Price
 of Option |        |     | Grant
 Date Fair
 Value of
 Stock and
 Option
|---------------------- |  | ------------------------------------------------------------------- | ------- |  | ----------- |  | ---------------------------------------------------------------- | ---------- |  | --------------------------------------------------------- |  |  | -------------------------------------------------------- | --- |  | ---------------------------------- | ------ | --- | ---------------------------------------------
|Name                   |  | Target ($)                                                          |         |  | Maximum ($) |  |                                                                  | Grant Date |  | Target (#)                                                |  |  | Units (#)                                                |     |  | Options (#)                        |        |     | Awards(2)($/Sh)                              
|Stanley C. Erck        |  |                                                                     | 385,632 |  |             |  | 482,040                                                          |            |  | 9/26/2019                                                 |  |  |                                                          |     |  |                                    |        |     |                                              
|                       |  |                                                                     |         |  |             |  |                                                                  |            |  | 9/26/2019                                                 |  |  |                                                          |     |  |                                    |        |     |                                              
|                       |  |                                                                     |         |  |             |  |                                                                  |            |  | 9/26/2019                                                 |  |  |                                                          |     |  |                                    | 19,638 | (6) |                                              
|                       |  |                                                                     |         |  |             |  |                                                                  |            |  | 3/8/2019                                                  |  |  | 30,362                                                   | (7) |  |                                    |        |     |                                              
|                       |  |                                                                     |         |  |             |  |                                                                  |            |  |                                                           |  |  |                                                          |     |  |                                    |        |     |                                              
|John J. Trizzino       |  |                                                                     | 156,280 |  |             |  | 195,350                                                          |            |  | 9/26/2019                                                 |  |  |                                                          |     |  |                                    |        |     |                                              
|                       |  |                                                                     |         |  |             |  |                                                                  |            |  | 9/26/2019                                                 |  |  |                                                          |     |  |                                    |        |     |                                              
|                       |  |                                                                     |         |  |             |  |                                                                  |            |  | 9/26/2019                                                 |  |  |                                                          |     |  |                                    | 10,613 | (6) |                                              
|                       |  |                                                                     |         |  |             |  |                                                                  |            |  | 9/26/2019                                                 |  |  |                                                          |     |  |                                    | 31,900 | (6) |                                              
|                       |  |                                                                     |         |  |             |  |                                                                  |            |  | 3/8/2019                                                  |  |  |                                                          |     |  |                                    | 5,143  | (6) |                                              
|                       |  |                                                                     |         |  |             |  |                                                                  |            |  | 3/8/2019                                                  |  |  | 2,344                                                    | (7) |  |                                    |        |     |                                              
|                       |  |                                                                     |         |  |             |  |                                                                  |            |  |                                                           |  |  |                                                          |     |  |                                    |        |     |                                              
|Gregory M. Glenn, M.D. |  |                                                                     | 235,226 |  |             |  | 294,033                                                          |            |  | 9/26/2019                                                 |  |  |                                                          |     |  |                                    |        |     |                                              
|                       |  |                                                                     |         |  |             |  |                                                                  |            |  | 9/26/2019                                                 |  |  |                                                          |     |  |                                    |        |     |                                              
|                       |  |                                                                     |         |  |             |  |                                                                  |            |  | 9/26/2019                                                 |  |  |                                                          |     |  |                                    | 38,588 | (6) |                                              
|                       |  |                                                                     |         |  |             |  |                                                                  |            |  | 3/8/2019                                                  |  |  |                                                          |     |  |                                    | 7,608  | (6) |                                              
|                       |  |                                                                     |         |  |             |  |                                                                  |            |  | 3/8/2019                                                  |  |  | 3,804                                                    | (7) |  |                                    |        |     |                                              
|                       |  |                                                                     |         |  |             |  |                                                                  |            |  |                                                           |  |  |                                                          |     |  |                                    |        |     |                                              
|John A. Herrmann III   |  |                                                                     | 151,436 |  |             |  | 189,295                                                          |            |  | 9/26/2019                                                 |  |  |                                                          |     |  |                                    |        |     |                                              
|                       |  |                                                                     |         |  |             |  |                                                                  |            |  | 9/26/2019                                                 |  |  |                                                          |     |  |                                    | 11,919 | (6) |                                              
|                       |  |                                                                     |         |  |             |  |                                                                  |            |  | 9/26/2019                                                 |  |  |                                                          |     |  |                                    | 30,900 | (6) |                                              
|                       |  |                                                                     |         |  |             |  |                                                                  |            |  | 3/8/2019                                                  |  |  |                                                          |     |  |                                    | 4,933  | (6) |                                              
|                       |  |                                                                     |         |  |             |  |                                                                  |            |  | 3/8/2019                                                  |  |  | 2,248                                                    | (7) |  |                                    |        |     |                                              










| | (1) | The target cash bonus amount for fiscal 2019 was based on achievement of
100% of the 2019 Objectives and the individual’s earned base salary for 2019 and represented 60% of Mr. Erck’s base
salary, 40% of Mr. Trizzino’s base salary, 50% of Dr. Glenn’s base salary, and 40% of Mr. Herrmann’s base salary.
The maximum cash bonus amount for fiscal 2019 was capped at achievement of 125% of the 2019 Objectives.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Stock options and SARs granted have an exercise price or base value, as
                                                                applicable, equal to the fair market value of a share of the Company’s common stock on the date of grant which, under
                                                                the 2015 Stock Plan, is equal to the closing price of the Company’s common stock as reported on Nasdaq on the date of
                                                                grant.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | The grant date fair value was calculated in accordance with FASB ASC Topic
718, assuming all contingent awards were granted on a non-contingent basis. Assumptions used in the calculation of this amount
are included in Note 13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC
on March 11, 2020.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Represents stock options granted to our NEOs under the 2015 Stock Plan.
All stock option awards in this column are options to purchase shares of the common stock, have a ten-year term and are subject
to service-based vesting, as described below.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Represents SARs granted to our NEOs under the 2015 Stock Plan. All SARs
in this column have a ten-year term and are subject to service-based vesting, as described below.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Represents time-vesting RSUs granted to our NEOs under the 2015 Stock Plan.
All time-vesting RSUs are subject to service-based vesting, as described below.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | Represents performance-vesting RSUs granted to our NEOs under the 2015 Stock
Plan. The performance criteria applicable to performance-vesting RSUs are described below.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



28







Narrative Disclosure to Summary
Compensation Table and Grants of Plan-Based Awards Table



During 2019, each
of the NEOs was party to an employment agreement that provides for a base salary and other benefits. All of the NEOs were eligible
to participate in the 2015 Stock Plan and the ESPP, and our benefit plans and programs during 2019. Each of the NEOs’ annual
cash bonus opportunity is established and determined pursuant to the 2019 Objectives, as more fully described in the CD&A above.
As described above, in 2019, each NEO was granted stock options, SARs and RSUs that are eligible to vest based on continued service,
as well as RSUs that are eligible to vest based on the achievement of specified performance criteria.





The severance arrangements with
the NEOs and the effect of a change in control on their outstanding equity awards are described below under “Overview of
Employment and Change in Control Agreements.”



29







OUTSTANDING EQUITY AWARDS AT 2019 FISCAL
YEAR END



The following table
sets forth certain information with respect to the value of all outstanding equity awards to the NEOs as of December 31, 2019:



|                       |  |             |  | Option
    Awards(1)                                                |        | Stock
    Awards(2) |                                                                      
|---------------------- |  | ----------- |  | ------------------------------------------------------------------- | ------ | ------------------- | ---------------------------------------------------------------------
|Name                   |  | Grant
 Date |  | Number of Securities Underlying Unexercised Options Exercisable (#) |        |                     | Number of Securities Underlying Unexercised Options Unexercisable (#)
|Stanley C. Erck        |  | 2/15/2010   |  |                                                                     | 7,499  |                     |                                                                      
|                       |  | 6/22/2011   |  |                                                                     | 42,999 |                     |                                                                      
|                       |  | 3/1/2012    |  |                                                                     | 24,999 |                     |                                                                      
|                       |  | 3/2/2013    |  |                                                                     | 44,999 |                     |                                                                      
|                       |  | 3/6/2014    |  |                                                                     | 44,999 |                     |                                                                      
|                       |  | 3/5/2015    |  |                                                                     | 44,999 |                     |                                                                      
|                       |  | 3/15/2016   |  |                                                                     | 42,184 |                     |                                                                      
|                       |  | 11/14/2016  |  |                                                                     | 21,196 |                     |                                                                      
|                       |  | 11/14/2016  |  |                                                                     | —      |                     |                                                                      
|                       |  | 12/15/2017  |  |                                                                     | 41,241 |                     |                                                                      
|                       |  | 12/13/2018  |  |                                                                     | 24,625 |                     |                                                                      
|                       |  | 3/8/2019    |  |                                                                     | —      |                     |                                                                      
|                       |  | 9/26/2019   |  |                                                                     | —      |                     |                                                                      
|                       |  | 9/26/2019   |  |                                                                     | —      |                     |                                                                      
|                       |  | 9/26/2019   |  |                                                                     | —      |                     |                                                                      
|                       |  |             |  |                                                                     |        |                     |                                                                      
|John J. Trizzino       |  | 3/10/2014   |  |                                                                     | 14,999 |                     |                                                                      
|                       |  | 3/5/2015    |  |                                                                     | 9,999  |                     |                                                                      
|                       |  | 3/15/2016   |  |                                                                     | 10,543 |                     |                                                                      
|                       |  | 11/14/2016  |  |                                                                     | 4,812  |                     |                                                                      
|                       |  | 11/14/2016  |  |                                                                     | —      |                     |                                                                      
|                       |  | 12/15/2017  |  |                                                                     | 9,992  |                     |                                                                      
|                       |  | 12/13/2018  |  |                                                                     | 6,250  |                     |                                                                      
|                       |  | 3/8/2019    |  |                                                                     | —      |                     |                                                                      
|                       |  | 9/26/2019   |  |                                                                     | —      |                     |                                                                      
|                       |  | 9/26/2019   |  |                                                                     | —      |                     |                                                                      
|                       |  | 9/26/2019   |  |                                                                     | —      |                     |                                                                      
|                       |  | 9/26/2019   |  |                                                                     | —      |                     |                                                                      
|                       |  |             |  |                                                                     |        |                     |                                                                      
|Gregory M. Glenn, M.D. |  | 7/1/2010    |  |                                                                     | 16,749 |                     |                                                                      
|                       |  | 3/10/2011   |  |                                                                     | 3,200  |                     |                                                                      
|                       |  | 3/1/2012    |  |                                                                     | 7,500  |                     |                                                                      
|                       |  | 3/2/2013    |  |                                                                     | 4,405  |                     |                                                                      
|                       |  | 3/6/2014    |  |                                                                     | 8,749  |                     |                                                                      
|                       |  | 3/5/2015    |  |                                                                     | 14,999 |                     |                                                                      
|                       |  | 3/15/2016   |  |                                                                     | 16,403 |                     |                                                                      
|                       |  | 11/14/2016  |  |                                                                     | 6,737  |                     |                                                                      
|                       |  | 11/14/2016  |  |                                                                     | —      |                     |                                                                      
|                       |  | 12/15/2017  |  |                                                                     | 12,490 |                     |                                                                      
|                       |  | 12/13/2018  |  |                                                                     | 7,937  |                     |                                                                      
|                       |  | 3/8/2019    |  |                                                                     | —      |                     |                                                                      
|                       |  | 9/26/2019   |  |                                                                     | —      |                     |                                                                      
|                       |  | 9/26/2019   |  |                                                                     | —      |                     |                                                                      
|                       |  | 9/26/2019   |  |                                                                     | —      |                     |                                                                      
|                       |  |             |  |                                                                     |        |                     |                                                                      
|John A. Herrmann III   |  | 4/15/2010   |  |                                                                     | 3,750  |                     |                                                                      
|                       |  | 3/10/2011   |  |                                                                     | 1,000  |                     |                                                                      
|                       |  | 3/1/2012    |  |                                                                     | 7,499  |                     |                                                                      
|                       |  | 3/2/2013    |  |                                                                     | 7,499  |                     |                                                                      
|                       |  | 3/6/2014    |  |                                                                     | 7,499  |                     |                                                                      
|                       |  | 6/12/2014   |  |                                                                     | 2,499  |                     |                                                                      
|                       |  | 3/5/2015    |  |                                                                     | 9,999  |                     |                                                                      
|                       |  | 3/15/2016   |  |                                                                     | 10,543 |                     |                                                                      
|                       |  | 11/14/2016  |  |                                                                     | 4,812  |                     |                                                                      
|                       |  | 11/14/2016  |  |                                                                     | —      |                     |                                                                      
|                       |  | 12/15/2017  |  |                                                                     | 9,992  |                     |                                                                      
|                       |  | 12/13/2018  |  |                                                                     | 5,000  |                     |                                                                      
|                       |  | 3/8/2019    |  |                                                                     | —      |                     |                                                                      
|                       |  | 9/26/2019   |  |                                                                     | —      |                     |                                                                      
|                       |  | 9/26/2019   |  |                                                                     | —      |                     |                                                                      
|                       |  | 9/26/2019   |  |                                                                     | —      |                     |                                                                      





30












| | (1) | All stock options and SARs included in this table were awarded under the
Amended and Restated 2005 Stock Incentive Plan (the “2005 Stock Plan”) or 2015 Stock Plan and, except as noted, vest
in four equal annual installments on the first four anniversaries of the date of grant, subject to continued service with the Company
through the applicable vesting date.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | All RSUs included in this table were awarded under the 2015 Stock Plan and,
except as noted, vest in three equal annual installments on the first three anniversaries of the date of grant, subject to continued
service with the Company through the applicable vesting date.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | The exercise price of stock options and base value of SARs is equal to the
fair market value of a share of the Company’s common stock on the date of grant which, under the 2005 Stock Plan and the
2015 Stock Plan, is equal to the closing price of the Company’s common stock on the date of grant.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Amounts in this column have been calculated by multiplying the number of
RSUs subject to the applicable award by $3.98, which was the closing price of the Company’s common stock on December 31,
2019.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Twenty-five percent of the shares subject to this stock option vest one
year following the date of grant, and the remaining seventy-five percent will vest in equal monthly installments over the following
three years, subject to continued service with the Company through the applicable vesting date.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Represents performance- and time-vesting stock options, and assume achievement
of performance at threshold levels. These stock options are eligible to vest according to the satisfaction of both a time-vesting
requirement, pursuant to which 25% of the shares subject to this option vest one year following the date of grant, and the remaining
75% will vest in equal monthly installments over the following three years subject to continued employment through the vesting
date; and a performance-vesting requirement, pursuant to which 33.33%, 33.33%, and 33.34% of the shares will vest if, at any time
during the four-year period from the grant date, the volume-weighted average stock price of the Company’s common stock meets
or exceeds three separate pre-determined dollar targets, respectively, for twenty (20) consecutive trading days.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | The performance-vesting RSUs were eligible to vest as to 80%
of the underlying shares if on or prior to September 30, 2019, the Company developed a viable, near-term marketing authorization
approach for its ResVax vaccine and as to 20% of the underlying shares if on or prior to September 30, 2019, the Company received
notification of its right to pursue accelerated approval for its NanoFlu vaccine from the FDA, subject in each case to continued
service with the Company through the first anniversary of the grant date.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (8) | The RSUs vest in full on the first anniversary of the date of grant, subject
to continued service with the Company through the vesting date.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------



| | (9) | Twenty-five percent of the shares underlying this SAR grant under the 2015
Stock Plan will vest on the first anniversary of the grant date, and the remaining 75% will vest in equal monthly installments
over the following three years, subject to continued employment with the Company through the vesting date.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (10) | The shares subject to this stock option vested in three equal annual installments
on the first three anniversaries of the date of grant, subject to continued service with the Company through the applicable vesting
date.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | (11) | These options vested one year following the date of grant.
| | ---- | ----------------------------------------------------------



31







OPTIONS EXERCISED AND STOCK VESTED



Our NEOs did not exercise
any stock options during the fiscal year ended December 31, 2019. The following table sets forth certain information concerning
the holding of RSUs that vested during the fiscal year ended December 31, 2019.



|                       |  | Stock Awards                               
|---------------------- |  | -------------------------------------------
|Executive              |  | Number of Shares Acquired on Vesting (#)(1)
|Stanley C. Erck        |  | —                                          
|John J. Trizzino       |  | 5,143                                      
|Gregory M. Glenn, M.D. |  | 7,608                                      
|John A. Herrmann III   |  | 4,933                                      










| | (1) | Amounts in this column represent RSUs that vested during 2019.
| | --- | --------------------------------------------------------------



| | (2) | The dollar amount in this column is determined by multiplying the number
of shares of the Company’s common stock underlying RSUs that vested during 2019 by the closing price of a share of the Company’s
common stock on the date the RSUs vested.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



32







OVERVIEW OF EMPLOYMENT AND CHANGE IN
CONTROL AGREEMENTS



Employment Agreements



On
December 31, 2019, the Company had employment agreements in place with each of our NEOs. Each employment agreement provides
for a base salary subject to review each year, an incentive bonus, and equity awards. Salary information and the target
amount of the incentive bonus are described in greater detail on pages 15 through 25 in the CD&A. The amount of any
incentive bonus and the form of payment (cash, equity, or some combination of the two) are at the discretion of the
Board.



The employment agreements
also provide that additional equity may be awarded to the NEO based upon his performance and subject to the Board’s approval,
for the reimbursement of reasonable expenses incurred by him in connection with the performance of his duties, and for the NEO
to participate in the Company’s Severance Plan (discussed below). Each NEO must devote his full business time to the performance
of services to the Company.



The employment agreements
require each NEO to maintain the confidentiality of the Company’s proprietary information and provide that all work product
discovered or developed by the NEO in the course of the NEO’s employment belongs to the Company. In addition, in the employment
agreements, the NEOs have agreed not to compete with the Company, directly or indirectly, within the United States or interfere
with or solicit the Company’s contractual relationships, in each case during the term of his employment and for the duration
of the severance period provided for the NEO following the termination of his employment.



If
an NEO is terminated without “cause” or leaves the Company for “good reason” (as such terms are defined
in each employment agreement), the NEO may receive a lump sum separation payment. The amount of these payments is more specifically
described in the section “Potential Payments Upon Termination” beginning on page 36.To be entitled to such a payment, the NEO must execute and deliver to the Company a waiver and separation agreement, releasing
the Company from any claims.



Amended and Restated Change
in Control Severance Benefit Plan



In August 2005, the
Board adopted a Change in Control Severance Benefit Plan, which has since been amended in July 2006, December 2008, and June 2011
(the “Severance Plan”). The purpose of the Severance Plan is to provide severance pay and benefits to a select group
of employees in the event that their employment with the Company is terminated following a change in control event, to provide
such employees with an incentive to remain with the Company, and help the Company consummate a strategic corporate sale or transaction
that maximizes stockholder value. Participants in the Severance Plan are recommended by the CEO and approved by the Board. Selected
participants with existing severance agreements are deemed to elect coverage under the Severance Plan and are not eligible for
any severance benefits under other agreements unless expressly provided otherwise by the Board. Each of the NEOs participates in
the Severance Plan.



The Severance Plan
provides for the payment of benefits upon certain triggering events. A triggering event occurs if a participant’s employment
is terminated due to an “Involuntary Termination without Cause” for a reason other than death or disability or as a
result of a “Constructive Termination” either (i) within a certain period (not to exceed 24 months) after the effective
date of a “Change in Control” or (ii) before the Change in Control but after the first day on which the Board and/or
senior management of the Company has entered into formal negotiations with a potential acquirer that results in the consummation
of the Change in Control.



The specific periods
of time following the effective date of a Change in Control during which payment of benefits under the Severance Plan may be triggered
by termination, and the severance payment and benefits provided pursuant to the Severance Plan, are as follows:



|                       |  | Severance(1)(2) 
|---------------------- |  | ----------------
|Executive              |  | Protected Period
|Stanley C. Erck.       |  | 24 months       
|John J. Trizzino.      |  | 12 months       
|Gregory M. Glenn, M.D. |  | 12 months       
|John A. Herrmann III.  |  | 12 months       





33














| | (1) | If a triggering event occurs, the participant is entitled to a lump sum
severance payment; a bonus equal to 100% of the target annual performance bonus for the year in which the termination date occurred
multiplied by the length in years of the participant’s severance benefit period; and continuation of medical, dental, and
vision benefits for the same number of months as the severance period, with the exception of Mr. Erck, whose benefits continue
for 18 months.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | The NEOs are also entitled to certain payments and benefits upon termination
of employment that are provided on a non-discriminatory basis to salaried employees generally upon termination of employment. These
include accrued salary and accrued, but unused vacation pay, and availability for distribution of plan balances under the Company’s
401(k) plan.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



As used in the Severance
Plan, the below terms have the following meanings:



|Term                                      | Definition                                                                                                               
|----------------------------------------- | -------------------------------------------------------------------------------------------------------------------------
|                                          |                                                                                                                          
|Involuntary
    Termination without Cause | The
    termination of an eligible employee’s employment which is initiated by the Company for a reason other than Cause.
|                                          |                                                                                                                          
|Cause                                     | ·                                                                                                                        
|                                          |                                                                                                                          
|                                          | ·                                                                                                                        
|                                          |                                                                                                                          
|                                          | ·                                                                                                                        
|                                          |                                                                                                                          
|                                          | ·                                                                                                                        
|                                          |                                                                                                                          
|Constructive
    Termination              | A
    termination initiated by an eligible employee because any of the following events or conditions has occurred:      
|                                          |                                                                                                                          
|                                          | ·                                                                                                                        
|                                          |                                                                                                                          
|                                          | ·                                                                                                                        
|                                          |                                                                                                                          
|                                          | ·                                                                                                                        
|                                          |                                                                                                                          
|                                          | ·                                                                                                                        
|                                          |                                                                                                                          
|                                          | ·                                                                                                                        





34









| | · | the failure
    by the Company to continue in effect (without reduction in benefit level and/or reward opportunities) any material compensation
    or employee benefit plan in which the eligible employee was participating immediately preceding the effective date of a Change
    in Control or at any time thereafter, unless such plan is replaced with a plan that provides substantially equivalent compensation
    or benefits to the eligible employee;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | · | any material
    breach by the Company of any provision of the Severance Plan; or                                                                                                                                                                                                                                                                                                                                                                                  
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | · | the failure
    of the Company to obtain an agreement, from any successors and assigns to assume and agree to perform the obligations created
    under the Severance Plan as a result of a Change in Control.                                                                                                                                                                                                                                                     



|Change in Control | · | A sale, lease, license, or other disposition of all or substantially
    all of the assets of the Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|----------------- | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                  | · | A consolidation or merger of the Company with or into any other
    corporation or other entity or person, or any other corporate reorganization, in which the stockholders of the Company immediately
    prior to such consolidation, merger, or reorganization, own less than 50% of the outstanding voting power of the surviving
    entity and its parent following the consolidation, merger, or reorganization;                                                                                                                                                                                                                                                                                                                                                          
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                  | · | Any transaction or series of related transactions involving
    a person or entity, or a group of affiliated persons or entities (but excluding any employee benefit plan or related trust
    sponsored or maintained by the Company or an affiliate) in which such persons or entities that were not stockholders of the
    Company immediately prior to their acquisition of the Company securities as part of such transaction become the owners, directly
    or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s
    then outstanding securities other than by virtue of a merger, consolidation, or similar transaction and other than as part
    of a private financing transaction by the Company; or
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                  | · | A change in the Incumbent Board, which occurs if
    the existing members of the Board on the date the Severance Plan was initially adopted by the Board (the “Incumbent
    Board”) cease to constitute at least a majority of the members of the Board, provided, however, that any new Board member
    shall be considered a member of the Incumbent Board for this purpose if the appointment or election (or nomination for such
    election) of the new Board member is approved or recommended by a majority vote of the members of the Incumbent Board who
    are then still in office.                                                                                                                                                                               





35







POTENTIAL PAYMENTS UPON TERMINATION



The following table
summarizes the payment that would be payable to our NEOs as of December 31, 2019, in the event of the various termination scenarios,
including termination other than for cause, termination for cause, and termination in connection with a change in control:



|                       |  |                   |  | Triggering Event                         |          
|---------------------- |  | ----------------- |  | ---------------------------------------- | ---------
|Executive              |  | Benefit           |  | Termination

Other Than
 for Cause(1)($) |          
|Stanley C. Erck        |  | Severance Payment |  |                                          | 964,080  
|                       |  | Bonus             |  |                                          | —        
|                       |  | Equity Awards     |  |                                          | —        
|                       |  | Health Insurance  |  |                                          | 31,489(6)
|                       |  | Total             |  |                                          | 995,569  
|                       |  |                   |  |                                          |          
|John J. Trizzino       |  | Severance Payment |  |                                          | 393,567  
|                       |  | Bonus             |  |                                          | —        
|                       |  | Equity Awards     |  |                                          | —        
|                       |  | Health Insurance  |  |                                          | —        
|                       |  | Total             |  |                                          | 393,567  
|                       |  |                   |  |                                          |          
|Gregory M. Glenn, M.D. |  | Severance Payment |  |                                          | 472,770  
|                       |  | Bonus             |  |                                          | —        
|                       |  | Equity Awards     |  |                                          | —        
|                       |  | Health Insurance  |  |                                          | —        
|                       |  | Total             |  |                                          | 472,770  
|                       |  |                   |  |                                          |          
|John A. Herrmann III   |  | Severance Payment |  |                                          | 381,368  
|                       |  | Bonus             |  |                                          | —        
|                       |  | Equity Awards     |  |                                          | —        
|                       |  | Health Insurance  |  |                                          | —        
|                       |  | Total             |  |                                          | 381,368  










| | (1) | On December 31, 2019, the Company had employment agreements with Dr. Glenn
and Messrs. Erck, Herrmann, and Trizzino, which provided for a lump sum cash severance payment equal to 18 months’ base salary
for Mr. Erck and 12 months’ base salary for Dr. Glenn and Messrs. Herrmann and Trizzino if the executive is terminated without
 “cause” or leaves for “good reason.” All vested and exercisable stock options held by Dr. Glenn and Messrs.
Herrmann and Trizzino must be exercised within three months following the termination date. Mr. Erck is entitled to (i) continuation
of medical, dental, and vision benefits for 18 months following the date of termination and (ii) the accelerated vesting of 50%
of the unvested portion of each stock option or restricted stock grant made by the Company. Mr. Erck may exercise all outstanding
vested stock options held at termination (including any accelerated options or grants) during the 12 month period following the
date of termination.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | In the event an NEO is terminated for cause, the Company has no further
obligation to the executive other than the obligation to pay any unpaid base salary and unused vacation accrued through the termination
date. Cause means (i) the executive’s willful failure or refusal to perform in all material respects the services required
to be performed by him; (ii) the executive’s willful failure or refusal to carry out any proper and material direction by
the President and Chief Executive Officer or Board (or, with respect to Mr. Erck’s agreement, the Board, and with respect
to Mr. Herrmann’s agreement, the CMO, the CEO or the Board) with respect to the services to be rendered by him or the manner
of rendering such services; (iii) the executive’s willful misconduct or gross negligence in the performance of his duties
(or, with respect to Mr. Herrmann’s and Mr. Trizzino’s agreements, the executive’s misconduct in the performance
of his duties); (iv) the executive’s commission of an act of fraud, embezzlement, or theft or felony involving moral turpitude;
(v) the executive’s use of confidential information, other than for the benefit of the Company in the course of rendering
services to the Company; or (vi) a breach of the executive’s non-competition obligations.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





36







| | (3) | Under the Severance Plan, all current unvested stock options become vested
and exercisable in full only upon a termination of employment following a Change in Control (a double trigger acceleration). The
Severance Plan provides that all vested and exercisable stock options may be exercised within one year from the participant’s
termination date, provided, however, that no exercise may occur later than the expiration date of the option as set forth in the
applicable stock option agreement.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Bonus equals 100% of the NEO’s target annual bonus award, expressed
as a monthly payment, multiplied by the participant’s severance benefit period, expressed monthly.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Represents the value of all unvested stock options outstanding at the closing
price on December 31, 2019, minus any applicable exercise price.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Reflects the premiums for health, dental, and vision coverage under the
Company’s group health insurance program. Amounts are based on the premiums in effect at December 31, 2019.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Termination as a Result of
Death or Disability



In the event an NEO
is terminated as a result of death or disability, all outstanding equity awards granted to the executive on or after March 2016
will vest as to 50% of the unvested portion of each grant as of the termination date. Otherwise, the Company has no further obligation
to the executive other than the obligation to pay any unpaid base salary and unused vacation accrued through the termination date.
If the executive dies while in the employ of the Company (or within three months after the date on which the executive ceases to
be an employee), vested and exercisable options may be exercised by the executive’s estate for one year following the executive’s
death. If the executive becomes disabled while in the employ of the Company, vested and exercisable options may be exercised by
the executive for a period of one year after the executive ceases to be an employee due to a disability.



37







COMPENSATION OF DIRECTORS



Compensation paid to
our non-employee directors is comprised of two components: (i) cash compensation and (ii) equity awards.



Cash Compensation



Our non-employee director
cash compensation arrangement for 2019 was as follows:



|Fee(s)                       |  | 2019 Amount                                                                                                                                                                                                                                     
|---------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Annual Director Retainer     |  | $40,000 – Non-Employee Director                                                                                                                                                                                                                 
|                             |  |                                                                                                                                                                                                                                                 
|Annual Chairperson Retainer  |  | $35,000 – Board $20,000 – Audit Committee $15,000 – Compensation Committee $10,000 – Nominating and Corporate Governance Committee                                                                                                              
|                             |  |                                                                                                                                                                                                                                                 
|Committee Member Retainer    |  | $10,000 – Audit Committee $7,500 – Compensation Committee $5,000 – Nominating and Corporate Governance Committee                                                                                                                                
|                             |  |                                                                                                                                                                                                                                                 
|Board and Committee Meetings |  | Directors do not receive compensation for attending meetings. Directors are reimbursed for reasonable costs and expenses incurred in connection with attending any Board or committee meetings or any other Company related business activities.



Non-Employee Director
Deferred Fee Policy



In 2015, the Company
implemented a Director Deferred Fee Policy (the “Policy”) for its non-employee directors. The Policy permits an eligible
director to defer receipt of all or part of the director’s cash retainer. To defer fees payable during any calendar year,
a director must make an election by the end of the preceding calendar year. A director can elect to have 100% of deferred amounts
credited to a “cash account” or a “Company common stock account,” or, alternatively, a director may elect
to have deferred amounts credited 50% to each account. Cash accounts are credited with interest quarterly at the IRS Applicable
Federal Rate for short-term debt instruments for the last month of such calendar quarter. Company common stock accounts are credited
as if amounts were invested in notional stock units based upon the market price of Company common stock and are credited with additional
notional units if dividends are paid on Company common stock. Payment of deferred amounts is to be made in cash upon the occurrence
of certain events, including the director’s separation from service, death of the director, or a change in control of the
Company. The director may also elect to receive payment of the deferred amounts in a specified year that is not more than ten years
from the year in which the director’s fees were earned. A director may elect to receive payment in either a lump sum or in
up to ten annual installments.



Dr. Douglas has elected
to defer fees earned in the fiscal year ending December 31, 2019. The following table shows how he currently has his deferred fees
credited.



|Name                      |  | Annual Retainer                                       
|------------------------- |  | ------------------------------------------------------
|Richard H. Douglas, Ph.D. |  | Cash account – 0%  Company common stock account – 100%



Equity Awards



On December 12, 2019,
the Compensation Committee granted options to purchase 18,000 shares of the Company’s common stock to each of Ms. King, Messrs.
Evans and McManus, and Dr. Douglas. In recognition of his service as our Chairperson, Dr. Young was granted an option to purchase
40,000 shares of the Company’s common stock, of which the option to purchase 2,500 shares of Company common stock was null
and void pursuant to the terms of the 2015 Stock Plan as of the date of grant, resulting in an award to him of an option to purchase
37,500 shares of the Company’s common stock. All of the aforementioned options have an exercise price of $3.985 per share
and will vest in full one year from the date of grant.





38







Summary Director
Compensation Table



The Company does not
pay employee directors additional compensation for service on the Board. The following table sets forth information concerning
the compensation paid by the Company to each individual who served as a non-employee director at any time during fiscal year 2019:



|                              |  | Fees Earned or  |        |  | Option    |  |         |       | 
|----------------------------- |  | --------------- | ------ |  | --------- |  | ------- | ----- | 
|                              |  | Paid in Cash(1) |        |  | Awards(2) |  |         | Total | 
|Name                          |  | ($)             |        |  | ($)       |  |         | ($)   | 
|Richard H. Douglas, Ph.D.     |  |                 | 57,500 |  |           |  | 61,796  |       | 
|Gary C. Evans                 |  |                 | 60,000 |  |           |  | 61,796  |       | 
|Rachel K. King                |  |                 | 52,500 |  |           |  | 61,796  |       | 
|Michael A. McManus, Jr., J.D. |  |                 | 72,500 |  |           |  | 61,796  |       | 
|Rajiv I. Modi, Ph.D.(3)       |  |                 | —      |  |           |  | —       |       | 
|James Young, Ph.D.            |  |                 | 95,000 |  |           |  | 128,741 |       | 










| | (1) | Represents fees earned in 2019.
| | --- | -------------------------------



| | (2) | Represents options granted in 2019 in respect of 2019 service on the Board.
The grant date fair value was calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification
(“FASB ASC”) Topic 718. Assumptions used in the calculation of this amount are included in Note 13 to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 11, 2020. As of December 31, 2019,
the aggregate number of stock options held by each non-employee director is as follows: Dr. Douglas, 41,000; Mr. Evans, 39,500;
Ms. King 26,000, Mr. McManus, 36,250; Dr. Modi, none; and Dr. Young, 100,750.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Due to his relationship with Cadila and CPL Biologicals Private Limited,
Dr. Modi did not receive compensation for his services a director in 2019.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------



COMPENSATION COMMITTEE REPORT



The Compensation Committee
of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with
management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the
Compensation Discussion and Analysis be included in this Form 10-K Amendment.



| | COMPENSATION COMMITTEE       
| | -----------------------------
| | James F. Young, Chair        
| | Richard H. Douglas, Ph.D.    
| | Rachel K. King               
| | Michael A. McManus, Jr., J.D.



39







| | Item
                            12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
| | ------------------------------------ | ----------------------------------------------------------------------------------------------



EQUITY COMPENSATION PLAN INFORMATION



The following table
provides information about the Company’s common stock authorized for issuance under our equity compensation plans as of December
31, 2019. See also the information regarding stock options in Note 13 to the Company’s consolidated financial statements
for the year ended December 31, 2019, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 11,
2020.



|Plan Category                                              |  | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (a) |  | Weighted- Average Exercise Price of Outstanding Options, Warrants, and Rights (b) |  | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities in Column (a)) (c)
|---------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------ |  | --------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans approved by security holders(1)  |  | 4,992,792(2)                                                                                     |  | $39.32                                                                            |  | 520,054                                                                                                                              
|Equity compensation plans not approved by security holders |  | —                                                                                                |  | —                                                                                 |  | —                                                                                                                                    
|Total                                                      |  | 4,992,792(2)                                                                                     |  | $39.32                                                                            |  | 520,054                                                                                                                              










| | (1) | Consists of the 2015 Stock Plan, 2005 Stock Plan, and ESPP. The 2005 Stock
Plan terminated pursuant to its terms on February 23, 2015 and no further awards will be made pursuant to that plan. The weighted-average
exercise price in column (b) excludes RSUs, which are not subject to an exercise price.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Includes 1,014,200 stock options granted to certain employees with a weighted-average
exercise price of $5.95 under the 2015 Plan that are subject to approval at the Company’s 2020 Annual Meeting of Stockholders.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



40







SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT



The following table
sets forth certain information as of April 17, 2020, unless otherwise indicated, with respect to the beneficial ownership of our
common stock by (i) each director of the Company, (ii) each of the named executive officers of the Company, as identified in the
 “Summary Compensation Table” of this Form 10-K Amendment, and (iii) all directors and executive officers of the Company
as a group. As of April 17, 2020, no person (including any group) is known to the Company to beneficially own more than 5% of
the outstanding shares of our common stock.



|Beneficial Owner(1)                                              |  | Shares of Common Stock Beneficially Owned(2) |         |  | Percentage of Class Outstanding(3)
|---------------------------------------------------------------- |  | -------------------------------------------- | ------- |  | ----------------------------------
|Directors and Named Executive Officers                           |  |                                              |         |  |                                   
|Richard H. Douglas, Ph.D.(4)                                     |  |                                              | 50,500  |  |                                   
|Gary C. Evans(5)                                                 |  |                                              | 36,598  |  |                                   
|Rachel K. King(6)                                                |  |                                              | 12,300  |  |                                   
|Michael A. McManus, Jr.(7)                                       |  |                                              | 27,951  |  |                                   
|Rajiv I. Modi, Ph.D.(8)                                          |  |                                              | 125,000 |  |                                   
|James F. Young, Ph.D.(9)                                         |  |                                              | 62,250  |  |                                   
|Stanley C. Erck(10)                                              |  |                                              | 381,114 |  |                                   
|Gregory M. Glenn, M.D.(11)                                       |  |                                              | 110,294 |  |                                   
|John A. Herrmann III(12)                                         |  |                                              | 73,095  |  |                                   
|John J. Trizzino(13)                                             |  |                                              | 68,784  |  |                                   
|All directors and executive officers as a group (10 persons)(14) |  |                                              | 947,886 |  |                                   










* Less than 1%.



| | (1) | Each beneficial owner named in the table above (except as otherwise indicated
in the footnotes below) has an address in c/o Novavax, Inc., 21 Firstfield Road, Gaithersburg, Maryland 20878.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Beneficial ownership is determined in accordance with the rules and regulations
of the SEC and includes voting or investment power with respect to shares of the Company’s common stock. Unless otherwise
indicated, each beneficial owner named in the table has sole voting and investment power over the shares beneficially owned. With
respect to each person or group, percentages are calculated based on the number of shares of common stock beneficially owned, including
shares that may be acquired by such person or group within 60 days of April 25, 2019 upon the exercise of stock options, RSUs,
warrants, or other purchase rights, but not the exercise of options, warrants, or other purchase rights held by any other person.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Percentages have been calculated based on 57,942,587 shares of the Company’s
common stock outstanding as of April 17, 2020.
| | --- | ---------------------------------------------------------------------------------------------------------------------------



| | (4) | Includes 23,000 shares of common stock issuable upon the exercise of options
exercisable within 60 days of April 17, 2020.
| | --- | --------------------------------------------------------------------------------------------------------------------------



| | (5) | Includes 20,500 shares of common stock issuable upon the exercise of options
exercisable within 60 days of April 17, 2020. Also includes 400 shares owned by Mr. Evans as a result of shares held in trusts
for the benefit of Mr. Evans’s children.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Includes 8,000 shares of common stock issuable upon the exercise of options
exercisable within 60 days of April 17, 2020. Also includes 2,200 shares of common stock indirectly owned by Mrs. King as a result
of shares held in trusts for the benefit of Mrs. King’s children.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | Includes 18,000 shares of common stock issuable upon the exercise of options
exercisable within 60 days of April 17, 2020.
| | --- | --------------------------------------------------------------------------------------------------------------------------



| | (8) | Consists of 125,000 shares owned by Satellite Overseas (Holdings) Limited,
a wholly-owned subsidiary of Cadila Pharmaceuticals Ltd. Dr. Modi is a managing director of Cadila Pharmaceuticals Ltd.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (9) | Consists solely of 62,250 shares of common stock issuable upon the exercise
of options exercisable within 60 days of April 17, 2020.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------



| | (10) | Includes 360,620 shares of common stock issuable upon the exercise of options
exercisable within 60 days of April 17, 2020.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------



| | (11) | Includes 108,455 shares of common stock issuable upon the exercise of options
exercisable within 60 days of April 17, 2020.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------





41







| | (12) | Includes 72,820 shares of common stock issuable upon the exercise of options
exercisable within 60 days of April 17, 2020.
| | ---- | --------------------------------------------------------------------------------------------------------------------------



| | (13) | Includes 63,697 shares of common stock issuable upon the exercise of options
exercisable within 60 days of April 17, 2020.
| | ---- | --------------------------------------------------------------------------------------------------------------------------



| | (14) | Includes 737,342 shares of common stock issuable upon the exercise of options
exercisable within 60 days of April 17, 2020.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------



42







| | Item
                            13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
| | ------------------------------------ | -------------------------------------------------------------------------



CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



The Company’s
Code of Ethics provides that the Audit Committee is responsible for approving all transactions or business relationships involving
Novavax and any director or executive officer, including any transactions between Novavax and either the director or officer personally,
members of their immediate families or entities in which they have an interest. In evaluating related party transactions, the Audit
Committee members apply the same standards of good faith and fiduciary duty they apply to their general responsibilities as a committee
of the Board and as individual directors. The Audit Committee will approve a related party transaction when, in its good faith
judgment, the transaction is in the best interest of the Company.



Dr. Modi, a director
of Novavax, is also the managing director of Cadila. Novavax and Cadila have formed a joint venture called CPL Biologicals Private
Limited, of which Novavax owns 20% and Cadila owns the remaining 80%. As of April 17, 2020, a subsidiary of Cadila owns 125,000
shares of Novavax’ outstanding common stock.



In July 2017, the Company
entered into a consulting agreement with Dr. Sarah Frech, the spouse of Mr. Stanley C. Erck, the Company’s President and
Chief Executive Officer. Dr. Frech is a seasoned biotechnology executive with significant experience managing multiple clinical
programs. Under the agreement, Dr. Frech provides clinical development and operations services related to the Company’s Phase
3 clinical trial of ResVax and other professional services. The agreement terminated in July 2019. In 2019 and 2018, the Company
incurred $0.1 million and $0.3 million, respectively, in consulting expenses under the agreement. See also the information regarding
the consulting agreement in Note 16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed
with the SEC on March 11, 2020.



There are no family
relationships among any of the directors or executive officers (or any nominee therefor) of Novavax. No director, executive officer,
nominee, or any associate of any of the foregoing has any interest, direct or indirect, in any proposal to be considered and acted
upon at our 2020 Annual Meeting of Stockholders (other than the election of directors).



DIRECTOR INDEPENDENCE



On March 20, 2020,
the Board determined, upon a recommendation by the Nominating and Corporate Governance Committee, that, with the exception of Dr.
Modi and Mr. Erck, all of the members of the Board are “independent” directors, as that term is defined in the Nasdaq
listing standards. Mr. Erck is currently the President and Chief Executive Officer of the Company. Dr. Modi is not an “independent”
director due to his interest in Cadila and the joint venture it has with the Company, as described in the section titled “Certain
Relationships and Related Transactions.”



| | Item
                            14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
| | ------------------------------------ | --------------------------------------



Fees and Services



The following table
shows the fees billed by Ernst & Young LLP for professional services rendered as the Company’s independent registered
public accounting firm during the 2019 and 2018 fiscal years.



|                   |  | Ernst & Young LLP |           
|------------------ |  | ----------------- | ----------
|Fee Category       |  | 2019
($)          |           
|Audit Fees         |  |                   | 735,908(1)
|Audit-Related Fees |  |                   | —         
|Tax Fees           |  |                   | 79,247    
|All Other Fees     |  |                   | —         
|Total Fees         |  |                   | 815,155   










| | (1) | Includes $43,343 for services related to the Company’s shelf registration and prospectus
supplement filings.
| | --- | ------------------------------------------------------------------------------------------------------------



| | (2) | Includes $70,000 for services related to the Company’s public offering of common stock.
| | --- | ---------------------------------------------------------------------------------------





Audit Fees.
Consists of fees for professional services rendered in connection with the audit of the Company’s annual consolidated financial
statements for 2019 and 2018 and the reviews of the consolidated financial statements included in the Company’s quarterly
reports on Forms 10-Q. These amounts included fees billed for annual financial statement and internal control audits, quarterly
reviews, consultations on accounting matters, and registration statement filings and consents.





43







Audit-Related Fees.
Consists of fees for assurance and related services that were reasonably related to the performance of the independent registered
public accounting firm’s audit or review of the Company’s financial statements.



Tax Fees. Consists
of fees for professional services rendered for tax compliance, tax advice, and tax planning for the Company. These amounts represent
those billed for tax return preparation for the Company and its subsidiary. All material tax fees were pre-approved by the Audit
Committee.



All Other Fees.
Consists of fees for products and services provided other than those otherwise described above.



Audit Committee Pre-Approval
Policies and Procedures



As contemplated by
applicable law and as provided by the Audit Committee’s charter, the Audit Committee is responsible for the appointment,
compensation, retention, and oversight of the work of the Company’s independent registered public accounting firm. In connection
with such responsibilities, the Audit Committee is required, and it is the Audit Committee’s policy, to pre-approve the audit
and permissible non-audit services (both the type and amount) performed by the Company’s independent registered public accounting
firm in order to ensure that the provision of such services does not impair the firm’s independence, in appearance or fact.



Under the policy, unless
a type of service to be provided by the independent registered public accounting firm has received general pre-approval, it will
require separate pre-approval by the Audit Committee. If fees for a proposed service of a type that has been pre-approved exceed
the pre-approved amount, the Audit Committee and the independent registered public accounting firm must confer and the Audit Committee
must grant its approval before further work may be performed. For audit services (including the annual financial statement audit,
quarterly statement reviews, and other procedures required to be performed by the independent registered public accounting firm
to be able to form an opinion on the Company’s consolidated financial statements), the independent registered public accounting
firm must provide to the Audit Committee in advance an engagement letter, outlining the scope of audit services proposed to be
performed with respect to the audit for that fiscal year and associated fees. If, in advance of its meeting, the Audit Committee
agrees to the engagement letter, the engagement will be formally accepted by the Audit Committee at its next regularly scheduled
meeting.



All permissible non-audit
services not specifically approved in advance must be separately pre-approved by the Audit Committee, as noted above, with the
exception of certain services of limited financial expense for which the Audit Committee has authorized the Chairman and the Chief
Financial Officer to hire at their discretion. Generally, requests or applications to provide services must be in writing and include
a description of the proposed services, the anticipated costs and fees, and the business reasons for engaging the independent registered
public accounting firm to perform the services. The request must also include a statement as to whether the request or application
is consistent with the SEC rules on registered public accounting firm independence.



To ensure prompt handling
of unexpected matters, the Audit Committee has delegated authority to pre-approve audit and permissible non-audit services between
regularly scheduled meetings of the committee to its chair and, in certain limited instances, to its Chief Financial Officer, who
are each responsible for reporting any pre-approval decisions to the Audit Committee at its next scheduled meeting. Except as noted
above, the Audit Committee has not and will not delegate to management of the Company the Audit Committee’s responsibilities
to pre-approve services performed by the independent registered public accounting firm. The Audit Committee pre-approved all audit
services provided to the Company by each independent registered public accounting firm engaged during the fiscal years ended December
31, 2019 and 2018.





44







PART IV



| | Item
                            15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| | ------------------------------------ | ------------------------------------------



Part IV of our Original
Report is hereby amended solely to add the following exhibits required to be filed in connection with this Form 10-K Amendment.



| | (3) | Exhibits
| | --- | --------



Exhibits marked with
a single asterisk (*) are filed herewith.



|Exhibit Number |  | Description                                                                                       
|-------------- |  | --------------------------------------------------------------------------------------------------
|               |  |                                                                                                   
|31.1*          |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|               |  |                                                                                                   
|31.2*          |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|               |  |                                                                                                   

45







SIGNATURES



Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-K
Amendment to be signed on its behalf by the undersigned, thereunto duly authorized.



| | NOVAVAX, INC.
| | -------------
| |              
| | By:          
| |              

Date: April 29, 2020





46