A major Novavax shareholder, Shah Capital, announced on April 8 its intention to vote against CEO John Jacobs’ pay package for 2026 and the re-election of board nominees at the company’s next investor meeting. The move comes as the firm criticizes what it describes as a failure in leadership despite high-profile partnerships with Sanofi and Pfizer.
Shah Capital, which owns a 9% stake in Novavax, said in a letter filed with the Securities and Exchange Commission that CEO Jacobs has presided over significant losses for shareholders. “Your tenure has overseen a DESTRUCTION of shareholder value—a direct result of chronic operational shortcomings and failures on fiduciary duty,” wrote Himanshu Shah, chief investment officer of Shah Capital.
The letter also outlined recommendations for restructuring Novavax, including reducing research and development spending, retiring outstanding convertible debt, buying back shares, and cutting the leadership team by 30%. Despite these criticisms, Shah stated that he would not pursue a proxy fight due to being outnumbered by what he called an “entrenched eight-member board.”
In response to these concerns, Novavax defended its strategy. “The board of directors and management team of Novavax are committed to progressing our growth strategy, which is designed to leverage partnerships and R&D innovation to maximize the value of our technology,” read a statement provided to BioSpace.
Under Jacobs’ leadership, Novavax has secured deals with Sanofi—worth up to $1.4 billion—and Pfizer—potentially worth $500 million—for marketing vaccines and developing new products. However, Shah argues that these agreements have yet to benefit shareholders meaningfully. He criticized slow progress on key projects such as Sanofi’s delayed Phase 3 trial for a COVID-19/influenza combination vaccine.
Despite Nuvaxovid's approval in May 2025 as the only non-mRNA COVID-19 vaccine available in the U.S., sales remain low relative to competitors. For example, Nuvaxovid achieved only about $22 million in revenues for 2025 with roughly one percent market share. Overall revenue reached $1.1 billion last year with cash reserves totaling $751 million by year-end.
Shah concluded his letter by urging another long-term investor to acquire more shares in order "to reshape Novavax entirely." Meanwhile, Novavax stated it will continue investing in research while seeking cost reductions: “We maintain constructive dialogue with our shareholders...and we welcome collaborative input that is in the best interest of Novavax and all of its shareholders.”
Observers will be watching closely how other investors respond at the upcoming meeting amid ongoing debate over executive compensation and company direction.
