2021 proxy statement Creating Tomorrow’s Vaccines Today NOVAVAX FYE 2020 AT A GLANCE Novavax, Inc. (Nasdaq: NVAX), together with our wholly-owned subsidiaries, Novavax AB and $476M revenue Novavax CZ, is a biotechnology company promoting improved global health through the discovery, development and commercialization of innovative $747M invested in R&D vaccines to prevent serious infectious diseases and U.S. patents and pending address urgent, global health needs. 450+ patent applications employees, of which 83% We have more than a decade of experience 691 are engaged in R&D contending with some of the world’s most devastating diseases, including COVID-19, seasonal total sq.ft. in U.S., Swedish, influenza, RSV, Ebola, MERS, and SARS. Hard-won and Czech facilities 438,700 lessons and significant advances illustrate that our proven technology has tremendous potential to make a substantial contribution to public health worldwide. DEVELOPMENT PIPELINE Coronavirus Our vaccine candidates, including both our l NVX-CoV2373 coronavirus vaccine candidate, (“NVX-CoV2373”) l Variant Strain (Booster and/or Bivalent) and our nanoparticle seasonal quadrivalent influenza vaccine candidate (“NanoFluTM” vaccine), Seasonal Influenza are genetically engineered, three-dimensional l TM NanoFlu vaccine (Older Adults) nanostructures of recombinant proteins critical to Combination Vaccines disease pathogenesis. l NanoFlu vaccine/NVX-CoV2373 l NanoFlu vaccine/RSV We are also developing proprietary immune- l NanoFlu vaccine/NVX-CoV2373/RSV stimulating saponin-based adjuvants at Novavax AB, our wholly-owned Swedish subsidiary. Matrix-MTM adjuvant has been shown to enhance immune responses and has been well tolerated in multiple clinical trials. Creating Tomorrow’s Vaccines Today LETTER FROM OUR CEO DEAR NOVAVAX STOCKHOLDER: You are cordially invited to our Annual Meeting of Stockholders on Thursday, June 17, 2021, beginning at 8:30 a.m. Eastern Time. Due to the public health impact of the coronavirus pandemic (“COVID-19”) and to support the health and well-being of our stockholders, this year’s Annual Meeting of Stockholders will be held in a virtual meeting format only. You can virtually attend the live webcast of the Annual Meeting of Stockholders at www.virtualshareholdermeeting.com/NVAX2021. We are pleased to also provide a copy of our 2020 Annual Report to Stockholders with this Proxy Statement. Your vote is important, and we hope you will be able to attend the Annual Meeting. You may vote over the Internet, by telephone, or, if you requested printed proxy materials, by mailing a proxy card or voting instruction form. Please review the instructions for each of your voting options described in this Proxy Statement. Also, please let us know if you plan to attend the live virtual webcast of our Annual Meeting by marking the appropriate box on the proxy card, if you requested printed proxy materials, or, if you vote by telephone or over the Internet, by indicating your plans when prompted. We look forward to seeing you at our 2021 Annual Meeting. Yours truly, STANLEY C. ERCK At Novavax, our dedication to our President and Chief Executive Officer mission necessitates that we May 3, 2021 focus efforts on a vaccine that can help global health authorities address, control, and potentially eradicate SARS-CoV-2, the virus responsible for COVID-19. We are seeking to fulfill our mission with NVX-CoV2373. Creating Tomorrow’s Vaccines Today NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON THURSDAY, JUNE 17, 2021 TO THE STOCKHOLDERS OF NOVAVAX, INC.: NOTICE IS HEREBY GIVEN that the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Novavax, Inc., a Delaware corporation (the “Company,” “Novavax,” “we,” or “us”), will be held: WHEN VIRTUAL WEBCAST RECORD DATE Thursday, June 17, 2021 www.virtualshareholdermeeting. Stockholders of record at the close 8:30 a.m. Eastern Time com/NVAX2021 of business on April 20, 2021 are entitled to notice of and to vote Matters to Be Voted on at the Annual Meeting Proposal 1 Election of three directors as Class II directors to serve on the board of directors, each for a three-year term expiring at the 2024 Annual Meeting of Stockholders Advisory vote to approve the compensation of our Named Executive Officers 2 3 Amendment and restatement of the Novavax, Inc. Amended and Restated 2015 Stock Incentive Plan, as amended (the “2015 Stock Plan”) to increase the number of shares of the Company’s common stock, par value $0.01 (our “Common Stock”), available for issuance thereunder by 1,500,000 shares Ratification of certain April 2020 equity awards 4 5 Ratification of certain June 2020 equity awards 6 Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021 7 Transaction of such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof The board of directors has fixed the close of business on April 20, 2021 (the “Record Date”) as the record date for determining stockholders of the Company entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. The following Proxy Statement is included with the Company’s Annual Report to Stockholders for the fiscal year ended December 31, 2020, which contains financial statements and other information of interest to stockholders. By Order of the Board of Directors, JOHN A. HERRMANN III Executive Vice President, Chief Legal Officer and Corporate Secretary Gaithersburg, Maryland May 3, 2021 Whether or not you plan to attend the virtual webcast IMPORTANT NOTICE REGARDING THE AVAILABILITY of the annual meeting, please promptly vote over the OF PROXY MATERIALS FOR THE STOCKHOLDERS Internet or by telephone as per the instructions on the ANNUAL MEETING TO BE HELD ON JUNE 17, 2021 enclosed proxy or complete, sign and date the enclosed proxy and mail it promptly in the accompanying Our Notice of Annual Meeting, Proxy Statement, and envelope. Postage is not needed if mailed in the United Annual Report are available free of charge at States. www.virtualshareholdermeeting.com/NVAX2021 PROXY STATEMENT Table of Contents 1 Proxy Summary 51 Potential Payments Upon Termination 53 2020 CEO Pay Ratio 7 Board of Directors and Corporate 54 Proposal 3—Amendment and Restatement of Governance the 2015 Stock Plan 7 Proposal 1—Election of Directors 64 Proposal 4—Ratification of Certain April 2020 7 Nominees for Election as Class II Directors Equity Awards 9 Directors Continuing as Class III Directors 64 Proposal 5—Ratification of Certain June 2020 Equity Awards 11 Directors Continuing as Class I Directors 12 Information Regarding the Board and Corporate Governance Matters 72 Audit Matters 13 Leadership Structure and Risk Oversight 72 Proposal 6—Ratification of the Appointment of Ernst & Young LLP as the Company’s 15 Board Committees Independent Registered Public Accounting 19 Nomination Procedures Firm for the Fiscal Year Ending December 31, 21 Corporate Governance Guidelines 2021 21 Code of Business Conduct and Ethics 72 Fees and Services 22 Stockholder Communications with the Board of 73 Audit Committee Pre-Approval Policies and Directors Procedures 22 Certain Relationships and Related Transactions 74 Audit Committee Report 22 Compensation Committee Interlocks and Insider Participation 75 Stock Ownership Information 23 Compensation of Directors 75 Security Ownership of Certain Beneficial Owners and Management 26 Executive Officers and Compensation 26 Proposal 2—Advisory Vote on Executive 77 Information about the Annual Meeting and Compensation (Say-on-Pay) Voting 27 Executive Officers 30 Compensation Discussion and Analysis 82 Additional Information 42 Compensation Committee Report 82 Stockholder Proposals 43 Executive Compensation Tables 83 Other Matters 43 Summary Compensation Table 44 Grants of Plan-Based Awards Table A-1 Appendix A—Novavax, Inc. Amended and Restated 2015 Stock Plan 46 Outstanding Equity Awards at 2020 Fiscal Year End 48 Options Exercised and Stock Appreciation Rights B-1 Appendix B—Stockholder Complaint Exercised and Stock Vested 48 Overview of Employment and Change in Control Agreements PROXY SUMMARY This summary represents only selected information. You should review the entire proxy statement before voting. Novavax, Inc. 2021 Annual Meeting of Stockholders WHEN VIRTUAL WEBCAST RECORD DATE Thursday, June 17, 2021 www.virtualshareholdermeeting. Stockholders of record at the close 8:30 a.m. Eastern Time com/NVAX2021 of business on April 20, 2021 are entitled to notice of and to vote MATTERS TO BE VOTED ON AT THE ANNUAL MEETING Proposal Board Recommendation See Page Election of three directors as Class II directors to serve on the board of FOR 7 1 directors, each for a three-year term expiring at the 2024 Annual Meeting of all nominees Stockholders Advisory vote to approve the compensation of our Named Executive Officers FOR 26 2 3 Amendment and restatement of the Novavax, Inc. 2015 Stock Plan to FOR 54 increase the number of shares of Common Stock available for issuance thereunder by 1,500,000 shares Ratification of certain April 2020 equity awards FOR 64 4 Ratification of certain June 2020 equity awards FOR 64 5 Ratification of the appointment of Ernst & Young LLP as our independent 6 72 registered public accounting firm for the fiscal year ending December 31, FOR 2021 7 Transaction of such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof NOVAVAX, INC. 2021 PROXY STATEMENT