The prior year say-on-pay vote received 72.3% support — above the 70% threshold that would require demonstrated responsiveness — and the company conducted extensive stockholder outreach, contacting top 20 institutional holders representing 78% of institutional ownership, with no investors recommending changes to the program structure. CEO total compensation of $8,856,015 is within a reasonable range for a biotech company of Novavax's size and complexity (~$1.3B market cap), with a pay mix weighted heavily toward variable equity (stock options and RSUs comprising roughly 83% of total pay), satisfying the policy's requirement that at least 50-60% of pay be performance-linked. While no formal performance-based equity (such as performance stock awards) was used — the company explicitly noted this was intentional given its ongoing strategic transformation — the pay-for-performance alignment check is satisfied because NVAX's variable pay is not above benchmark relative to its peer group, and the company's 3-year TSR actually outperforms its compensation peer median by +30.7pp, meaning incentive pay is reasonably aligned with shareholder experience relative to true biotech peers.

Ernst & Young has served as Novavax's auditor since 2014 — approximately 12 years — which is well below the 25-year tenure threshold that would raise independence concerns. Tax fees (the only non-audit fees) were $1,272,028 against audit fees of $2,838,850, a ratio of approximately 45%, which is below the 50% threshold that would trigger a negative vote. No material restatements were identified, and Ernst & Young is a Big 4 firm appropriate for a company of Novavax's size and complexity.