The Wall Street Journal:
PICTURED – Moderna CEO Stéphane Bancel, who sold $98 million of his shares last year.
Executives and directors at Pfizer Inc., PFE +0.25% Moderna Inc. MRNA -2.28% and other companies developing Covid-19 vaccines sold approximately $496 million of stock last year, reaping rewards of positive vaccine developments that drove up the value of the drugmakers’ shares.
Executives and directors at the same 13 companies sold about $132 million of stock in 2019, according to insider transaction data from research firm Kaleidoscope. More than 8.5 million shares were sold last year by insiders at these companies, compared with 4.7 million shares in 2019.
In dollar terms, much of the sales came at a single company, Moderna, maker of one of two Covid-19 vaccines authorized for use in the U.S. Executives and a director there sold more than $321 million of their stock in more than 700 transactions. Merck MRK +2.12% & Co. insiders sold $58 million of their shares. At Novavax Inc., NVAX +1.93% executives sold more than $40 million of their shares after the company’s vaccine hit milestones in August and September.
Merck, which last May said it was pursuing two vaccines, scrapped those efforts last month after data showed disappointing immune responses. Novavax announced positive results of its clinical trials last month.
Some of the sales toward the end of last year have drawn the attention of government officials, with the then-head of the Securities and Exchange Commission calling for new restrictions on the trading plans under which many of the sales were made.
Corporate compensation experts say these kinds of sales are the natural consequence of a long-term shift to using stock for a greater share of executive pay, with the goal being to tie pay to performance—in this case the development of life-saving vaccines. Top company officials, like other investors, may be disinclined to leave profits on the table, as long as they adhere to insider-trading rules, some consultants say.
“This is behavior that I would expect to see in most of these companies,” said Ben Silverman, director of research at InsiderScore, which analyzes transactions by corporate insiders. While Mr. Silverman described some of the selling as aggressive, he said it isn’t unusual, particularly for young companies like Moderna whose executives have seen the value of their holdings jump dramatically.
Some of the selling was part of preset trading plans that were established before the pandemic. The rest was mostly part of preset trading plans that were changed or adopted after vaccine development was under way. Those changes allowed for more selling in the second half of the year when positive news about the vaccines was coming out.
Preset trading plans often are set up to allow officers who might have access to nonpublic information to sell shares without exposing themselves to charges of insider trading. The so-called 10b5-1 plans can set prices or other thresholds that trigger automatic sales when reached. Some plans require a “cooling-off period” between the time the plan is implemented and the first trade.
Novavax said its executives adhere to the laws of company stock sales and have sold a fraction of their overall holdings in the company. Pfizer didn’t respond to requests for comment. Merck didn’t provide any comment.
Companies aren’t required to disclose these plans, though they often disclose when a transaction is tied to a plan in the interest of providing legal protection for the seller, said Mr. Silverman.
“As an investor, what you want to look out for is that opportunistic behavior where people are targeting specific prices, increasing the pace of selling at a higher price or these examples where there are significant changes in behavior,” he said.
“In January 2020, Moderna announced development of a vaccine to inhibit COVID-19. In March 2020, the Phase I human study of the vaccine candidate began in partnership with the US NIAID” (Fauci’s outfit)