“Your tenure has overseen a DESTRUCTION of shareholder value—a direct result of chronic operational shortcomings and failures on fiduciary duty,” Shah Capital wrote to Novavax’s leadership in an open letter published Wednesday.
One of Novavax’s largest shareholders intends to vote against CEO John Jacobs’ 2026 pay package at the vaccine maker’s upcoming investor meeting, alleging the executive has failed to right the ship despite potentially lucrative partnerships with Sanofi and Pfizer.
“Your tenure has overseen a DESTRUCTION of shareholder value—a direct result of chronic operational shortcomings and failures on fiduciary duty,” Himanshu Shah wrote in an SEC filing dated April 8. Shah is the chief investment officer of Shah Capital, which owns a 9% stake in Novavax.
Novavax has not yet filed its 2026 proxy statement but Jacobs made more than $5 million in 2024, which is down about $2 million from the year prior, according to last year’s annual report.
Shah will also vote against the re-election of board nominees. The firm recommended an overhaul plan for Novavax including lowering R&D spending, retiring outstanding convertible debt, buying back shares and reducing the leadership team by 30%.
“Even with superior respiratory vaccine science, Novavax equity has declined 27% in [the] last three years and 95% in the last five years,” Shah wrote.
But the firm is holding off on a threatened proxy fight, acknowledging in the open letter that it would be in the minority among Novavax’s “entrenched eight-member board.”
“We are hoping all the shareholders of Novavax completely dissent to bring this tenure driven dogmatic leadership to truly listen and follow pragmatism,” Shah wrote.
Novavax rose to prominence during the COVID-19 pandemic, vowing to quickly produce a vaccine that could help quell the disease. But peers Moderna and Pfizer-BioNTech got there first, with Novavax struggling to achieve an emergency authorization from the FDA for its non-mRNA shot. That finally arrived in July 2022. Then in May 2025, Nuvaxovid was officially approved in the U.S., caught up in the FDA’s regulatory changes and reviews of vaccine products under Health and Human Services Secretary Robert F. Kennedy Jr.
Meanwhile, Novavax, under Jacobs’ leadership, has been inking partnerships with major pharmas. Sanofi signed on in May 2024 to market the COVID-19 vaccine and develop combo shots in a deal worth $500 million upfront with a potential total of $1.4 billion.
Pfizer followed at the beginning of this year, putting up $30 million initially with up to $500 million down the line for Novavax’ Matrix-M adjuvant technology.
These deals are great, Shah argues, but Novavax is still a highly shorted stock. The Sanofi partnership is not benefiting the company yet and the French pharma has continuously delayed a Phase 3 test for the COVID-19/influenza combo despite positive earlier results.
“For Nuvaxovid to achieve only ~1% share or ~$22 million revenues in 2025 is completely unfathomable and frankly unacceptable for the best-in-class covid vaccine on efficacy and safety which is non-mRNA,” Shah wrote.
Despite last year’s approval, Novavax is forecasting declining revenues for Nuvaxovid, which has achieved about 10% market penetration. Shah thinks that should be higher given its status as the only approved non-mRNA COVID-19 shot. Novavax reported total revenue of $1.1 billion for 2025, with $751 million in cash on hand as of the end of the year.
With the recent pharma deals essentially turning Novavax into what he alluded to as a royalty and partnership management company, Shah believes it is time to shrink the leadership team and board.
“Management has failed to implement aggressive cost-cutting measures necessary to achieve consistent profitability,” he states in the letter. “For example, there is no justification for a top-heavy roster of senior executives and/or an eight-member Board to manage a largely passive stream of royalty and partnership revenues.”
Shah ended by urging a “like-minded strategic long-term investor” to take a bigger stake in the vaccine biotech to “reshape Novavax entirely.”
