DEF 14A of Vaxcyte, Inc., Apr 28, 2025

DEF 14A of Vaxcyte, Inc.

Filed Apr 28, 2025 · FY20240001193125-25-100425

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors is divided into three classes. We currently have three directors in Class I, four directors in Class II and two directors in Class III. Each class serves for a three-year term. Vacancies on the Board of Directors may be filled only by persons elected by a majority of the remaining directors unless the Board of Directors determines by resolution that any such vacancies will be filled by stockholders. A director elected by the Board of Directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, will serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Proxies cannot be voted for a greater number of persons than the number of nominees named. The Board of Directors presently has nine directors. Peter Hirth will be retiring from the Board of Directors as of the 2025 Annual Meeting and has not been re-nominated as a director. Dr. Hirth’s position as a member of the Board of Directors will end upon the expiration of his current term at the Annual Meeting, and, as a result, following the Annual Meeting, the size of the Board of Directors will be reduced to eight directors. The three directors in Class II whose terms of office expire in 2025 and who will be standing for election at the Annual Meeting, and their ages as of April 28, 2025, are set forth in the table below.

  2. ELECTION OF DIRECTORS

    | Name | Director Since | Age | | John Furey | July 2024 | 60 | | Jacks Lee | November 2023 | 61 | | Heath Lukatch | May 2018 | 57 |

  3. ELECTION OF DIRECTORS

    If elected at the Annual Meeting, these nominees would serve until the 2028 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Directors are elected by a plurality of the votes of the holders of shares present at the Annual Meeting or represented by proxy and entitled to vote on the election of directors. Accordingly, the nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of each of the nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee instead will be voted for the election of a substitute nominee proposed by the Company. Each person nominated for election has consented to being named as a nominee in this proxy statement and has agreed to serve if elected. We have no reason to believe that any nominee will be unable to serve. Our policy is to encourage directors and nominees for director to attend the Annual Meeting. All but two of our directors attended the 2024 Annual Meeting, which was held virtually. The following includes a brief biography of each nominee for Class II director and each of our Class III and Class I directors continuing to serve on the Board of Directors, including their respective ages, as of April 28, 2025. Each biography includes information regarding the specific experience, qualifications, attributes or skills that led the Nominating and Corporate Governance Committee and the Board of Directors to determine that the applicable nominee or other current director should serve as a member of the Board of Directors.

  4. Class II Director Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting

    Class II Director Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting John Furey. Mr. Furey, 60, has served on our Board of Directors since July 2024. Mr. Furey has served as Chief Executive Officer and a member of the board of directors of Imvax, Inc., a privately held clinical-stage biotechnology company, since September 2019, and as a member of the board of directors of Adaptimmune Therapeutics plc, a publicly traded clinical-stage biopharmaceutical company, since July 2018. Mr. Furey previously served as member of the board of directors of Sensorion SA, a privately held clinical-stage biopharmaceutical company, from August 2019 to April 2025, and as the Chief Operating Officer of Spark Therapeutics, Inc., a publicly traded biotechnology company, from December 2016 to January 2019. Prior to joining Spark Therapeutics, Mr. Furey served as the senior vice president and head of global operations at Baxalta, a spin off company of Baxter International. Earlier in his career, he held both commercial and operations positions of increasing scope and responsibility with Wyeth Pharmaceuticals, Pfizer and Baxter. Mr. Furey holds an executive M.B.A. from St. Joseph’s University, Philadelphia, a B.S. from Trinity College, Dublin, and a diploma in Environmental Health from the Technological University, Dublin. Mr. Furey was selected to serve on our Board of Directors for his more than 30 years of experience in developing and implementing operational strategies and leading commercial and technical teams. Jacks Lee. Mr. Lee, 61, has served on our Board of Directors since November 2023. Mr. Lee is currently President and owner of JL Innovative Transformations LLC, an advisory and consultancy company that he founded in June 2022. Mr. Lee previously served as a member of the board of directors of G1 Therapeutics, Inc., a publicly traded biopharmaceutical company, from June 2022 to September 2024 when it was acquired by Pharmacosmos A/S. Mr. Lee held various roles at Merck & Co., Inc., a publicly traded multinational pharmaceutical company, from 2007 to June 2023, where he most recently served as Senior Vice President of Global Manufacturing & Supply from 2014 until June 2023. Previously, Mr. Lee held various roles of increasing responsibility with Sanofi Aventis and its predecessor companies from 1988 to 2007, including Head of Manufacturing Global Pharmaceutical Products from 2002 to 2004 and Head of Manufacturing Vaccines and Biologics from 2004 to 2007. Mr. Lee holds an M.S. in Industrial Management from the University of Central Missouri and earned his B.S. in Industrial Engineering at the University of Wisconsin—Madison. Mr. Lee was selected to serve on our Board of Directors for his more than 30 years of experience having led global strategic supply and manufacturing operations at leading multi-national pharmaceutical companies, with a significant focus on vaccines and biopharmaceuticals. Heath Lukatch, Ph.D. Dr. Lukatch, 57, has served on our Board of Directors since May 2018. Dr. Lukatch has served as Founder and Managing Partner of Red Tree Venture Capital, a life sciences venture capital firm, since March 2020. Dr. Lukatch currently serves as a member of the boards of directors of numerous privately held companies, including Engrail Therapeutics, since March 2024, Acrigen Biosciences, where he is board chair, since July 2021, Excellergy Therapeutics since January 2021 and Magnus Medical, Inc., where he is board chair, since December 2020. From 2015 to 2020, Dr. Lukatch held various roles at TPG, Inc., a private equity firm, including Partner and Managing Director, TPG Biotech from May 2015 to December 2017 and Partner, TPG Growth and RISE from January 2018 to March 2020. In 2006, Dr. Lukatch co-founded Novo Ventures’ San Francisco office, where he was a Partner through 2015. Prior to joining Novo Ventures, Dr. Lukatch was a Managing Director responsible for biotechnology venture investments at Piper Jaffray Ventures and SightLine Partners. Dr. Lukatch previously served as a chairman of the boards of directors of Inogen, Inc., a publicly traded medical technology company, from December 2006 to March 2022, of Engage Therapeutics, Inc., a privately held pharmaceutical company, from September 2017 to June 2020, when it was acquired by UCB, and Satsuma Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, from December 2016 to June 2023. Dr. Lukatch also served as a member of the boards of directors of Bicara Therapeutics from July 2023 to September 2024, Virsti Therapeutics from April 2021 to April, 2023, Cargo Therapeutics, Inc. from January 2021 until its initial public offering in November, 2023, Flexion Therapeutics, Inc., a publicly traded biopharmaceutical company, from December 2012 to November 2021, when it was acquired by Pacira BioSciences, Inc., ViaCyte Inc. from November 2018 to December 2020, Ceribell. Inc. from September 2018 to December 2020, and Halo Neuroscience from November 2017 to October 2020. Prior to becoming an investor, Dr. Lukatch worked as a strategy consultant with McKinsey & Company and was co-founder and CEO of AutoMate Scientific, Inc., a biotechnology instrumentation company. In addition, Dr. Lukatch was a bench scientist at Chiron, Roche Bioscience and Cetus, doing molecular biology, electrophysiology and protein chemistry, respectively. Dr. Lukatch holds a B.A. with high honors in Biochemistry from the University of California at Berkeley and a Ph.D. in Neuroscience from Stanford University where he was a DOD USAF Fellow. Dr. Lukatch was selected to serve on our Board of Directors because of his extensive industry experience, his experience with venture capital investments and his experience of serving on the board of directors for several biopharmaceutical and healthcare companies.

  5. THE BOARD OF DIRECTORS RECOMMENDS

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF OUR NOMINEES NAMED ABOVE.

  6. Class III Directors Continuing in Office Until the 2026 Annual Meeting

    Class III Directors Continuing in Office Until the 2026 Annual Meeting Halley Gilbert, J.D. Ms. Gilbert, 55, has served on our Board of Directors since April 2020. Ms. Gilbert has served as Chief Legal Officer of CARGO Therapeutics, Inc., a publicly traded biotechnology company, since September 2023. From August 2021 to May 2022, Ms. Gilbert served as Chief Legal Officer of Neogenomics, Inc., a publicly traded cancer diagnostics company. From June 2020 to August 2021, Ms. Gilbert served as Chief Operating Officer and Chief Business Officer at Adagio Therapeutics, Inc. From 2008 to February 2020, Ms. Gilbert served in various roles at Ironwood Pharmaceuticals, Inc., a biopharmaceutical company, including as Senior Vice President, Corporate Development and Chief Administrative Officer from March 2019 to February 2020, as Senior Vice President, Chief Legal Officer and Corporate Secretary from 2014 to March 2019 and as Vice President, General Counsel and Corporate Secretary from 2008 to 2014. Prior to joining Ironwood Pharmaceuticals, Ms. Gilbert was Vice President, Deputy General Counsel at Cubist Pharmaceuticals, Inc. and previously served as a corporate counsel at Genzyme Corp., prior to its acquisition by Sanofi. Ms. Gilbert began her career at Skadden, Arps, Slate, Meagher & Flom LLP, where she specialized in mergers and acquisitions and securities law. Ms. Gilbert has served as a member of the boards of directors of Arcutis Biotherapeutics, Inc., a publicly traded biopharmaceutical company, since May 2020 and of CytomX Therapeutics, Inc., a publicly traded biopharmaceutical company, since April 2020. From November 2019 to February 2020, Ms. Gilbert served on the board of directors of Dermira, Inc. (acquired by Eli Lilly and Company), a medical dermatology company. From January 2017 to April 2019, Ms. Gilbert served on the board of directors of Achaogen, Inc., a biopharmaceutical company. Ms. Gilbert holds a B.A. from Tufts University and a J.D. from Northwestern University School of Law. Ms. Gilbert was selected to serve on our Board of Directors because of the depth of her biotechnology industry management and operations expertise and public company board of directors experience. Grant E. Pickering M.B.A. Mr. Pickering, 57, is our co-founder and has served as our Chief Executive Officer and as a member of our Board of Directors since November 2013. Mr. Pickering also served as our President from November 2013 until January 2021. From May 2013 to April 2015, Mr. Pickering served as Strategic Advisor at Atreca, Inc., a biotechnology company. Prior to joining Vaxcyte, Mr. Pickering was the Chief Executive Officer of Mymetics Corporation, a developer of virosomal vaccines for infectious diseases. Prior to that, Mr. Pickering was an Executive-in-Residence at Kleiner Perkins, a venture capital firm, and Senior Vice President of Operations of Dendreon Corporation, a biopharmaceutical company. Mr. Pickering served as the Chief Executive Officer and a director of Juvaris BioTherapeutics, Inc., a privately held biopharmaceutical company, from March 2008 to December 2023, and currently serves as a member of the board of directors of Athira Pharma, Inc., a publicly traded biopharmaceutical company, since January 2022. Mr. Pickering holds a B.S. in Marketing from Penn State University and an M.B.A. from Georgetown University. Mr. Pickering was selected to serve on our Board of Directors because of the perspective and experience he brings as our Chief Executive Officer and his operating and management experience in the healthcare industry.

  7. Class I Directors Continuing in Office Until the 2027 Annual Meeting

    Class I Directors Continuing in Office Until the 2027 Annual Meeting Annie Drapeau. Ms. Drapeau, 58, has served on our Board of Directors since September 2021. Ms. Drapeau served as Chief People Officer of Toast, Inc., a publicly traded cloud-based restaurant management software company, from May 2019 to May 2024. From October 2016 to May 2019, Ms. Drapeau served as Chief People Officer of Moderna Therapeutics, Inc., a publicly traded pharmaceutical and biotechnology company. From April 2015 to October 2016, Ms. Drapeau served as Operating Partner of Bain Capital, a private investment firm. From March 2010 to March 2015, Ms. Drapeau served as Executive Vice President, Strategy and Talent for Iron Mountain Inc., a publicly traded enterprise information management services company. Additionally, Ms. Drapeau has served as Chief People Officer at VistaPrint and Digitas, and started her career in finance roles at JP Morgan and PepsiCo. Ms. Drapeau holds a B.S. in Chemical Engineering from Bucknell University, of which she is a current member of the Board of Trustees, and an M.B.A. from the Tuck School of Business at Dartmouth College. Ms. Drapeau was selected to serve on our Board of Directors because of the depth of her life sciences industry and operations expertise. Teri Loxam. Ms. Loxam, 53, has served on our Board of Directors since September 2021. Ms. Loxam has served as Chief Financial Officer of Compass Pathways plc, a publicly traded biotechnology company, since March 2024, and as a member of the board of directors of Cardiol Therapeutics Inc., a publicly traded life sciences company, since May 2022. Ms. Loxam previously served as Chief Financial Officer of Gameto, a privately held biotechnology company, from April 2023 to October 2023, Chief Financial Officer and Chief Operating Officer of Kira Pharmaceuticals, a privately held biotechnology company, from November 2021 to March 2023, and Chief Financial Officer of SQZ Biotechnologies, a publicly traded biotechnology company, from September 2019 to November 2021. From August 2015 to August 2019, Ms. Loxam was at Merck & Co., Inc., a publicly traded multinational pharmaceutical company, where she served as Senior Vice President of Investor Relations and Global Communications. Before that, from July 2012 to August 2015, Ms. Loxam served as Vice President of Investor Relations at IMAX, an entertainment technology company. From June 2001 to July 2012, Ms. Loxam had a number of roles of increasing responsibility across Strategy, Treasury and Investor Relations at Bristol-Myers Squibb, a publicly traded multinational pharmaceutical company. Ms. Loxam holds an M.B.A. from the University of California, Irvine, Paul Merage School of Business, and a B.Sc. from the University of Victoria. Ms. Loxam was selected to serve on our Board of Directors because of the depth of her life sciences industry, investor relations and financial expertise. Carlos Paya, M.D., Ph.D. Dr. Paya, 66, has served as a member and chairman of our Board of Directors since October 2021. Dr. Paya has served as a Venture Partner at Abingworth LLP (acquired by The Carlyle Group Inc.) since January 2020. Dr. Paya has also served as chairman of the board directors of Highlight Therapeutics S.L, a privately held immuno-oncology company, since January 2020. Additionally, Dr. Paya serves as a Senior Advisor to Ysios Capital, a privately held life sciences investor, and Launch Therapeutics, a privately held clinical development company. Dr. Paya previously served as a member of the boards of directors of Standard BioTools, Inc., a publicly traded biological research equipment company, from March 2017 to January 2024, where he also served as chairman from May 2020 to January 2024 when it merged with SomaLogic, Inc., and of Mallinckrodt Pharmaceuticals, a publicly traded pharmaceutical company, from May 2019 to June 2022, as well as president, chief executive officer and director of Immune Design Corp, a publicly traded therapeutic vaccines company, from May 2011 to May 2019 when it was acquired by Merck & Co., Inc. Dr. Paya previously served as president of Elan Corporation, a publicly traded pharmaceutical company, which was acquired by Perrigo Company, from November 2008 to April 2011. Before joining Elan Corporation, Dr. Paya served as Vice President of the Lilly Research Laboratories at Eli Lilly & Company, a publicly traded pharmaceutical company, from September 2001 to November 2008. From January 1991 to August 2001, Dr. Paya was professor of medicine, immunology, and pathology, and vice dean of the clinical investigation program at the Mayo Clinic in Rochester, Minnesota. Dr. Paya holds M.D. and Ph.D. degrees from the University of Madrid and underwent postdoctoral training at the Institute Pasteur, Paris, France. Dr. Paya was selected to serve on our Board of Directors because of his experience in the life sciences industry.

  8. Compensation Committee

    | • | reviewing and recommending to our Board of Directors the compensation of our non-employee directors; |

  9. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  10. Director Compensation for 2024

    Director Compensation for 2024 The following table sets forth information regarding the compensation earned by or paid to our directors during the year ended December 31, 2024, other than Grant E. Pickering, our Chief Executive Officer, who is also a member of our Board of Directors but did not receive any additional compensation for service as a director. The compensation of Mr. Pickering as a named executive officer is set forth below in the subsection titled “Executive Compensation—2024 Summary Compensation Table.”

  11. Director Compensation for 2024

    | Name | Fees Earned ($) | Stock Awards ($)(1)(3) | Option Awards ($)(2)(3) | Total ($) | | Carlos Paya | 82,500 | 112,391 | 330,130 | 525,021 | | Annie Drapeau | 67,500 | 112,391 | 330,130 | 510,021 | | John Furey(4) | 28,750 | — | 799,808 | 828,558 | | Halley Gilbert | 67,500 | 112,391 | 330,130 | 510,021 | | Peter Hirth | 60,000 | 112,391 | 330,130 | 502,521 | | Jacks Lee | 57,500 | 112,391 | 330,130 | 500,021 | | Teri Loxam | 67,500 | 112,391 | 330,130 | 510,021 | | Heath Lukatch | 55,000 | 112,391 | 330,130 | 497,521 |

  12. Director Compensation for 2024

    | (1) The amounts reported represent the aggregate grant date fair value of stock awards granted during fiscal year 2024 under our 2020 Equity Incentive Plan (the “2020 Plan”), computed in accordance with Financial Accounting Standard Board Accounting Standards Codification, Topic 718 (“ASC Topic 718”). The amounts reflect a grant date value per share of $72.51. This amount is an accounting value and does not reflect the actual economic value that may be realized by the non-employee director. |

  13. Director Compensation for 2024

    | (2) The amounts reported represent the aggregate grant date fair value of stock options granted during fiscal year 2024 under the 2020 Plan, computed in accordance with ASC Topic 718. The amounts reflect a grant date per share Black-Scholes value of $45.54, with the exception of Mr. Furey, whose amount reflects a grant date per share Black-Scholes value of $47.72. The assumptions used in calculating the grant date fair value of stock options reported in this column are set forth in Note 9 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. This amount is an accounting value and does not reflect the actual economic value that may be realized by the non-employee director. |

  14. Director Compensation for 2024

    | (3) The aggregate number of shares subject to stock awards and stock options outstanding at December 31, 2024 for each non-employee director was as follows: |

  15. Director Compensation for 2024

    | Name | Number of Stock Awards Outstanding at December 31, 2024 | Number of Options Outstanding at December 31, 2024 | | Carlos Paya (including awards transferred to trust) | 1,550 | 71,000 | | Annie Drapeau | 1,550 | 71,000 | | John Furey | — | 16,760 | | Halley Gilbert | 1,550 | 69,499 | | Peter Hirth | 1,550 | 127,833 | | Jacks Lee | 1,550 | 37,250 | | Teri Loxam | 1,550 | 64,750 | | Heath Lukatch | 1,550 | 62,000 |

  16. Director Compensation for 2024

    | (4) Mr. Furey was appointed to the Board of Directors and Compensation Committee in July 2024, thus his annual retainer was prorated for his period of service in fiscal year 2024. The amounts reported include Mr. Furey’s Initial Grant (as described below). He was not eligible to receive an Annual Grant (as described below). |

  17. Non-Employee Director Compensation

    Non-Employee Director Compensation Upon recommendation of the Compensation Committee (in consultation with Pay Governance LLC (“Pay Governance”), its independent compensation consultant), our Board of Directors approved the following compensation for service on our Board of Directors, effective April 1, 2024: Equity Compensation Any person who is elected or appointed as a non-employee director for the first time will automatically, upon the date of his or her initial election or appointment, receive a nonstatutory stock option to purchase shares of our common stock with an equivalent value of $800,000 (the “Initial Grant”). The Initial Grant will vest over 36 months, 1/3 of which will vest on the anniversary date on which the non-employee director was appointed to our Board of Directors and 1/36 of which will vest monthly thereafter, subject to the director’s continuous service to us through each such date. On the date of each annual meeting of stockholders, each non-employee director will receive an equity grant with an equivalent value of $450,000, 75% percent of which will be in the form of a nonstatutory stock option to purchase shares of our common stock (the “Annual Option Grant”) and 25% of which will be in the form of restricted stock units (the “Annual RSU Grant” and together with the Annual Option Grant, the “Annual Grant”). The Annual Option Grant will vest monthly and fully vest on the earlier of the first anniversary of the grant date or the day prior to the next annual meeting of stockholders and the Annual RSU Grant will fully vest on the earlier of the first anniversary of the grant date or the day prior to the next annual meeting of stockholders, subject to the director’s continuous service to us through each such date. Both the Initial Grant and the Annual Grant would become fully vested upon a change in control, subject to the director’s continuous service to us through such date. Our directors are subject to stock ownership guidelines adopted by our Compensation Committee. A more detailed discussion of our stock ownership guidelines is set forth in the subsection titled “Corporate Governance and Board Matters—Stock Ownership Guidelines.” Cash Compensation In addition, each non-employee director is entitled to receive the following cash compensation for services on our Board of Directors and its committees as follows:

  18. Non-Employee Director Compensation

    | • | $85,000 annual cash retainer for service as chair of our Board of Directors and $50,000 per year for service as a board member (such amounts increased from their prior levels of $75,000 and $40,000, respectively, which were in effect for the period of January 1, 2024 through March 31, 2024); |

  19. Non-Employee Director Compensation

    | • | $20,000 annual cash retainer for service as chair of the Audit Committee and $10,000 per year for service as a member of the Audit Committee; |

  20. Non-Employee Director Compensation

    | • | $15,000 annual cash retainer for service as chair of the Compensation Committee and $7,500 per year for service as a member of the Compensation Committee; and |

  21. Non-Employee Director Compensation

    | • | $10,000 annual cash retainer for service as chair of the Nominating and Corporate Governance Committee and $5,000 per year for service as a member of the Nominating and Corporate Governance Committee. |

  22. Non-Employee Director Compensation

    The annual cash compensation amounts are payable in equal quarterly installments, in arrears no later than 30 days following the end of each quarter in which the service occurred, prorated for any partial quarter of service. Expenses We reimburse each eligible non-employee director for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in meetings of our Board of Directors and any committee of the Board of Directors.

  23. Executive Summary

    | • | The long-term value we have created for our stockholders is demonstrated by our cumulative TSR relative to the cumulative total returns of the Nasdaq Composite Index and the Nasdaq Biotechnology Index for the period from June 12, 2020 (the date our common stock commenced trading on the Nasdaq Global Select Market) through December 31, 2024. As demonstrated below, our cumulative TSR of 213% over the period outperformed the Nasdaq Composite Index and the Nasdaq |

  24. Executive Compensation Overview

    | What We Do | What We Do Not Do | | • Our Compensation Committee consists solely of independent members of our Board of Directors. • Our Compensation Committee retains an independent third-party compensation consultant for guidance in making compensation decisions. • A significant portion of our named executive officers’ compensation is variable, at-risk and tied directly to our measurable performance. • Our annual performance-based bonus opportunities for all of our named executive officers are based upon our achievement of annual corporate objectives established each year. • Equity awards with multi-year vesting periods are an integral part of our executive compensation program, and comprise the primary at-risk portion of our named executive officer compensation package. • In the event of an accounting restatement, the Company will recover erroneously awarded compensation according to the adopted Clawback Policy (as defined below). • Maintain stock ownership guidelines to reinforce the alignment of executive officer and stockholder interests. | • We do not permit hedging and pledging of Vaxcyte stock, unless it falls within a limited set of exceptions and is approved by our General Counsel or Chief Compliance Officer. • We do not provide single-trigger vesting acceleration upon a change in control. • We do not provide our executive officers with any excise tax gross-ups or perquisites. |

  25. Objectives, Philosophy and Elements of Executive Compensation

    | • | incentivize and reward strategic and financial goal accomplishments, with an emphasis on long-term goals; and |

  26. Objectives, Philosophy and Elements of Executive Compensation

    | Element | Objectives | Key Features | | Base Salary (fixed cash) | • Reflects scope, size and complexity of our business and the skillsets of individual executives. • Attracts highly qualified executives through a competitive base salary. | • Reviewed annually and determined by the Compensation Committee based on various factors, including company and individual performance. • Market data from our independent compensation consultant is considered in determining salary adjustments. | | Performance-Based Bonus (at-risk cash) | • Rewards executive officers for achieving key business objectives that support long-term strategy. • Aligns management and stockholder interests by linking pay to performance. | • Target amounts are reviewed annually and set by the Compensation Committee based on comparable positions and competitive bonus opportunities. • Bonus opportunities are based upon achievement of specific corporate performance objectives aligned with our long-term strategic plan and determined by the Compensation Committee and communicated at the beginning of the year. | | Long-Term Equity Incentive (at-risk equity) | • Motivates and rewards for long-term company performance. • Aligns management and stockholder interests by linking pay to performance. • Attracts highly qualified executives and encourages their continued employment over the long term. | • Equity opportunities are reviewed annually and granted during the first half of the year. • Individual awards are determined based on factors such as corporate and individual performance, as well as market data from our independent compensation consultant. |

  27. Objectives, Philosophy and Elements of Executive Compensation

    We aim to provide a competitive compensation package to our executive officers that balances short- and long-term incentives to drive the achievement of measurable corporate objectives. We believe that this approach fosters an alignment between executive interests, stockholder value and corporate success. We do not have any formal policies for allocating salary, performance bonus awards and equity grants, or the balance between short and long-term compensation. Instead, the Compensation Committee exercises its discretion to determine a total compensation mix for each named executive officer. However, we have historically structured a significant portion of our named executive officers’ total target compensation around performance-based bonus opportunities and long-term equity awards. This aligns the executive officers’ incentives with both the interests of our corporate goals and stockholder interests.

  28. How We Determine Executive Compensation

    | • | compiling a group of peer companies to use as a reference in making executive compensation decisions, evaluating current executive pay practices and considering different compensation programs to aid making executive pay decisions for 2024; |

  29. How We Determine Executive Compensation

    | • | reviewing market and peer group equity usage metrics to assist with understanding of our equity budget relative to market; and |

  30. How We Determine Executive Compensation

    | • | conducting a review of our director compensation policies and practices. |

  31. How We Determine Executive Compensation

    The Compensation Committee has analyzed whether the work of Pay Governance as compensation consultant raises any conflict of interest, taking into account relevant factors in accordance with SEC guidelines (the “Independence Assessment”). Based on its analysis, the Compensation Committee determined that the work of Pay Governance and the individual compensation advisors employed by Pay Governance does not create any conflict of interest pursuant to the SEC rules and stock exchange listing standards. Use of Competitive Market Compensation Data The Compensation Committee believes that it is important when making its compensation decisions to be informed as to the current practices of comparable public companies with which we compete for top talent. To this end, the Compensation Committee directed Pay Governance to develop a proposed peer group list of the publicly traded companies to be used in connection with assessing our compensation practices. Pay Governance proposed, and the Compensation Committee approved, a group of public companies that are reasonably comparable to Vaxcyte in terms of industry and financial characteristics to provide management and the Compensation Committee with relevant compensation information to support compensation decision-making. The executive compensation peer group was intended to reflect companies with executive positions of similar scope and complexity to Vaxcyte. In determining the peer group, Pay Governance considered Vaxcyte’s recent growth and performance with an understanding that there is a limited universe of clinical stage companies with a similar valuation and generally screened for companies that (i) were mid- to late-stage clinical companies and recently commercial companies operating within the GICS Industry Pharmaceutical and Biotechnology; (ii) had a market capitalization multiple of approximately 0.3x to 3.0x of Vaxcyte and a headcount generally above 100 employees; (iii) had a similar scientific focus and complexity of manufacturing/operations; and (iv) went public after 2010 but before 2023. Pay Governance also considered several secondary factors, including recent share price performance and other financial metrics. The peer group with respect to 2024 was as follows:

  32. How We Determine Executive Compensation

    The Compensation Committee reviews our peer group at least annually and makes adjustments to its composition, if warranted, taking into account changes in both our business and the businesses of the companies in the peer group. Our updated peer group for 2024 reflects our advancement into late-stage clinical trials for our PCV franchise, our increased market cap, our growing headcount and our complex manufacturing needs. This has resulted in a number of changes to the composition of the peer group, which the Compensation Committee determined to be appropriate given the evolution of our business over time. Using data compiled from the peer companies, Pay Governance completed an assessment of our executive compensation to inform the Compensation Committee’s determinations regarding executive compensation for 2024. Pay Governance prepared, and the Compensation Committee reviewed, a range of market data reference points (generally at the 25th, 50th and 75th percentiles of the market data) with respect to base salary, performance bonuses, total target cash compensation, equity compensation and total direct compensation with respect to each of the named executive officers. The Compensation Committee generally considered equity levels between the 50th and 75th percentile of the market data and reviewed these market data reference points as a helpful reference point in making 2024 compensation decisions, while making allowances for different roles and circumstances. The Compensation Committee generally did not strictly target a specific percentile in making 2024 compensation decisions. Market data is only one of the factors that the Compensation Committee considers in making compensation decisions. The Compensation Committee considers other factors as described below under “Factors Used in Determining Executive Compensation.”

  33. Factors Used in Determining Executive Compensation

    | • | Value of existing equity holdings, including the potential value of unvested equity awards |

  34. Factors Used in Determining Executive Compensation

    | • | Range of market data reference points, as described above under “Use of Competitive Market Compensation Data” |

  35. Factors Used in Determining Executive Compensation

    | • | Recommendations from the independent compensation consultant |

  36. 2024 Executive Compensation Program

    | Named Executive Officer | Target Bonus Opportunity (% of Base Salary) | Target Bonus Opportunity | Actual Bonus Earned | | Grant E. Pickering | 65%, increased from 60% | $455,000 | $682,500 | | Andrew Guggenhime | 50%, increased from 45% | $278,000 | $417,000 | | Jim Wassil | 50%, increased from 45% | $275,000 | $412,500 | | Mikhail Eydelman | 45%, increased from 40% | $214,650 | $321,975 |

  37. 2024 Executive Compensation Program

    Executive Bonus Goal Setting The targets against which performance is measured are generated through our annual budget and strategic planning process. The Board of Directors approved the performance metrics for 2024 performance-based bonus awards in the first quarter of fiscal year 2024, which included a stipulation that the maximum payout for achievement of the corporate goals would be 150%. The corporate goals for 2024 on which our named executive officer performance bonuses were based included base corporate goals (total weighting of 100%) relating to the achievement of: (i) objectives in support of our VAX-31 adult program, including the completion of the Phase 1/2 study evaluating VAX-31 in healthy adults aged 50 years and older, reporting results from such study, and completion of certain CMC and clinical readiness activities; (ii) objectives in support of our PCV infant programs, including the completion of enrollment for the Phase 2 study evaluating VAX-24 for the prevention of IPD in healthy infants, and certain activities to enable the initiation of the Phase 2 study evaluating VAX-31 in healthy infants in early 2025; (iii) completion of certain buildout objectives for our dedicated manufacturing suite at Lonza intended to support the potential global commercialization of our PCV programs; (iv) objectives in support of VAX-A1 Phase 1/2 development; (v) objectives in support of the development of other pipeline programs; (vi) financial objectives, including certain financing and capital raising goals; and (vi) corporate objectives, including management of operating and capital expenses within the annual budget, achievement of a pre-established hiring target, and expansion of our headquarters to accommodate our growing workforce. The 2024 corporate goals also included stretch goals (total weighting of 50%, and together with the base goals, a total weighting of 150%) relating to the achievement of the following objectives: (i) receipt of positive data from the VAX-31 Phase 1/2 study in adults aged 50 and older; (ii) completion of certain objectives for our dedicated manufacturing suite at Lonza intended to support the potential global commercialization of our PCV programs; (iii) financial objectives, including certain financing and capital raising goals; (iv) certain objectives related to our Phase 2 study evaluating VAX-24 for the prevention of IPD in healthy infants; and (v) certain CMC-related objectives. In February 2025, the Board of Directors, on the recommendation of the Compensation Committee, certified the achievement of our corporate performance goals at a weighting of 150%. Fiscal Year 2024 Bonus Payouts The Compensation Committee and Board of Directors considered the immense progress made on the objectives, with specific emphases on the positive results from the VAX-31 Phase 1/2 study in healthy adults aged 50 years and older, completion of two successful follow-on financings with gross proceeds of approximately $2.4 billion, the Company’s success in executing on the VAX-24 and VAX-31 infant clinical trials, including initiating the VAX-31 infant study ahead of schedule in the fourth quarter of 2024, and preparations for the potential future commercial launch of its PCV franchise programs. Based on the 2024 corporate goals, the Compensation Committee and Board of Directors determined that 25% of the stretch goals (which stretch goals have a total weighting of 50%) were achieved in 2024, and further determined that the remaining 25% would be deemed to have been achieved based on the Compensation Committee’s recognition that (i) certain events which could have resulted in the achievement of the other stretch goals were purposefully deferred for sound strategic reasons and (ii) significant overperformance was achieved with respect to other 2024 goals (e.g., the positive results from the VAX-31 Phase 1/2 study and the successful completion of the follow-on financing in September 2024 that resulted in aggregate gross proceeds to the Company of approximately $1.5 billion). In light of these circumstances, in February 2025, the Compensation Committee recommended, and the Board of Directors approved, a bonus payout of 150% of target for each of our named executive officers. Equity Awards We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our executive officers to create value for our stockholders. Equity awards also help us retain qualified executive officers in a competitive market. Long-term incentive compensation opportunities in the form of equity awards are granted to our Chief Executive Officer and our other executive officers by the Compensation Committee, and occasionally the Board of Directors upon recommendation from the Compensation Committee. As with other elements of compensation, the Compensation Committee determines the amount of long-term incentive compensation for our executive officers as part of its annual compensation review and after taking into consideration the individual officer’s responsibilities and performance and existing equity retention profiles, our total annual projected equity budget and the other factors described in “Factors Used in Determining Executive Compensation” above. For awards to executive officers other than our Chief Executive Officer, the Compensation Committee also takes into account the recommendations of our Chief Executive Officer with respect to appropriate grants and any particular individual circumstances. The amounts of the equity awards are intended to provide competitively sized awards and resulting target total direct compensation opportunities that the Compensation Committee believes are reasonable and appropriate taking into consideration the factors described herein. 2024 Annual Equity Awards In February 2024, the Compensation Committee approved the following annual equity grants (the “Annual Equity Grant”) for our named executive officers (except that Mr. Pickering’s Annual Equity Grant was approved by the Board of Directors), which were granted in February 2024. The stock options vest monthly over a four-year period and have an exercise price of $73.82 per share, and 1/4 of the stock awards vested six months from the grant date, and additional 1/8 increments vest semi-annually thereafter.

  38. 2024 Executive Compensation Program

    | Named Executive Officer | Stock Award Grant (# shares) | Stock Option Grant (# shares) | | Grant E. Pickering | 45,000 | 205,000 | | Andrew Guggenhime | 20,000 | 90,000 | | Jim Wassil | 20,000 | 90,000 | | Mikhail Eydelman | 10,500 | 50,000 |

  39. 2024 Executive Compensation Program

    Special Outperformance and Recognition Awards In November 2024, the Compensation Committee, in consultation with Pay Governance, and with unanimous support of the full Board of Directors, determined that it would be appropriate and in the best interests of the Company to grant the Special Outperformance and Recognition Awards to our named executive officers, as well as other executives. The Special Outperformance and Recognition Award reflects both the Board of Directors’ recognition of the Company’s significant achievements in 2024 as described above and, more importantly, its commitment to drive superior long-term performance and stockholder value creation. The Special Outperformance and Recognition Award imposes exceptionally high performance thresholds designed to aggressively align executive incentives with stockholder interests and further motivate these individuals to continued delivery of outstanding results over the long term. The performance-based equity awards included in the Special Outperformance and Recognition Award included performance-contingent stock options (“PCSOs”) and performance restricted stock units (“PSUs”). The total Special Outperformance and Recognition Award grant date values awarded to our named executive officers were approximately as follows: (i) $25,000,000 to Mr. Pickering, (ii) $11,000,000 to each of Messrs. Guggenhime and Wassil, and (iii) $1,700,000 to Mr. Eydelman. The table below sets forth the portions of the Special Outperformance and Recognition Award which were granted to our named executive officers in the forms of PCSOs and PSUs:

  40. 2024 Executive Compensation Program

    | Named Executive Officer | PCSO Grant (# shares)(1) | PSU Grant (# shares)(2) | | Grant E. Pickering | 197,784 | 80,625 | | Andrew Guggenhime | 87,481 | 35,661 | | Jim Wassil | 87,481 | 35,661 | | Mikhail Eydelman | 26,125 | — |

  41. 2024 Executive Compensation Program

    | (2) For a detailed discussion of the PSU vesting conditions for the shares reported in this column, please refer to the subsection below titled “—Performance Conditions of PSUs.” |

  42. 2024 Executive Compensation Program

    Additional discussion of the Special Outperformance and Recognition Award is set forth above in the subsection titled “Compensation Discussion and Analysis—Executive Summary—Continued Execution and Achievement of Corporate Goals.” Performance Conditions of PCSOs The PCSOs are subject to (i) a service-based vesting condition (vesting as to one-third of the shares on each of the third, fourth and fifth anniversaries of the date of grant, subject to continued employment through the applicable vesting date) and (ii) a performance-based vesting condition (which generally requires that the closing price of our Common Stock average, over a one-year period, is at least $154.05—which represents 150% of the grant date closing price). Performance Conditions of PSUs In general, the PSUs are subject to a performance-based vesting condition. The PSUs are eligible to vest based on relative TSR as measured against a peer group of companies that comprise the Nasdaq Biotechnology Index as of the grant date over a four-year performance period, subject to continued employment through the vesting date. The percentile ranks and corresponding payout percentages (number of shares of our Common Stock as a percent of target) are as follows:

  43. 2024 Executive Compensation Program

    | Percentile Rank | Payout Percentage(1) | | 95th Percentile and Above | 250% | | 90th Percentile | 200% | | 75th Percentile | 100% | | 60th Percentile | 50% | | Below 60th Percentile | 0% |

  44. 2024 Executive Compensation Program

    | (1) There shall be straight line interpolation to determine the payout percentage earned for results at or above the 60th percentile and falling within the percentile ranges specified in the above chart. If absolute TSR performance for the Company is not positive over the four-year performance period, the payout is capped at 100% of target, regardless of relative positioning. |

  45. Employment, Severance and Change in Control Arrangements

    Employment, Severance and Change in Control Arrangements

  46. Employment Agreements

    Employment Agreements We have entered into employment agreements or offer letters with each of our named executive officers. We designed these agreements to be part of a competitive compensation package and to keep our named executive officers focused on our business goals and objectives. These agreements or offer letters provide for base salaries and incentive compensation, and each component reflects the scope of each named executive officer’s anticipated responsibilities and the individual experience they bring to the Company. Each named executive officer is also eligible to participate in our employee benefit plans on the same terms as other regular, full-time employees. In addition, each of our named executive officers has executed our standard proprietary information and invention assignment agreement. The key terms of the offer letters or employment agreements are described below.

  47. Executive Change in Control and Severance Agreements

    Executive Change in Control and Severance Agreements We have entered into Executive Change in Control and Severance Agreements with each of our named executive officers. The agreements provide for severance benefits upon a termination of employment by the Company without “cause” or by the executive for “good reason,” each as defined in the agreements, each of which we refer to as a qualifying termination. The severance benefits vary depending on whether the qualifying termination occurs during the period three months prior to and 12 months after a “change in control,” as defined in the agreements, which we refer to as the change in control period, or at a time other than during the change in control period. In the event of a qualifying termination other than during the change in control period, the executive will receive a lump sum severance payment equal to the sum of (i) a number of months of base salary (12 months in the case of Mr. Pickering, nine months in the case of Messrs. Guggenhime, Wassil and Eydelman), (ii) a pro rata target bonus for the year of termination, and (iii) any bonus earned but not yet paid with respect to the year preceding the qualifying termination. The executive will also receive payment of COBRA premiums for the number of months in the severance period. Receipt of severance benefits is contingent upon the executive entering into a release of claims and allowing it to become effective. In the event of a qualifying termination during the change in control period, the executive will receive a lump sum severance payment equal to the sum of (i) a number of months of base salary (18 months in the case of Mr. Pickering, 12 months in the case of Messrs. Guggenhime, Wassil and Eydelman), (ii) a multiple of the executive’s target bonus for the year of termination (150% in the case of Mr. Pickering, 100% in the case of Messrs. Guggenhime, Wassil and Eydelman) and (iii) any bonus earned but not yet paid with respect to the year preceding the qualifying termination. The executive will also receive payment of COBRA premiums for the number of months in the severance period and full vesting of all time-based equity awards. The vesting of performance-based equity awards will be based on the provisions of such awards. Receipt of severance benefits is contingent upon the executive entering into a release of claims and allowing it to become effective.

  48. Executive Compensation Tables

    Executive Compensation Tables 2024 Summary Compensation Table The following table presents all of the compensation awarded to, earned by or paid to our named executive officers during the fiscal year ended December 31, 2024. For context, the amounts listed in the “Stock Awards” and “Stock Option Awards” columns are accounting values and do not reflect the actual economic value that may be realized by the named executive officers in connection with such equity awards.

  49. Executive Compensation Tables

    | Named Executive Officer | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Stock Option Awards ($)(1) | Non-equity Incentive Plan Compensation ($)(2) | All other Compensation ($) | Total ($) | | Grant E. Pickering | 2024 | 700,000 | — | 15,534,975(3) | 22,707,238(4) | 682,500 | 14,799(5) | 39,639,512 | | Chief Executive Officer | 2023 | 640,000 | — | 2,244,971 | 8,756,228 | 480,000 | 14,484(6) | 12,135,684 | | | 2022 | 600,666 | 66,073(7) | 1,781,781 | 10,777,268(8) | 429,476(9) | 6,676(10) | 13,661,941 | | Andrew Guggenhime | 2024 | 556,000 | — | 6,878,329(11) | 10,011,989(12) | 417,000 | 14,799(5) | 17,878,117 | | President and Chief Financial Officer | 2023 | 517,000 | — | 937,575 | 3,656,894 | 290,813 | 12,996(6) | 5,415,277 | | | 2022 | 493,658 | 44,429(7) | 929,625 | 5,132,815(13) | 288,790(9) | 12,776(14) | 6,902,093 | | Jim Wassil | 2024 | 550,000 | — | 7,290,819(15) | 10,011,989(12) | 10(16) | 14,799(5) | 17,867,617 | | Executive Vice President and Chief Operating Officer | 2023 | 508,000 | — | 1,223,275(17) | 3,656,894 | 50(16) | 12,996(6) | 5,401,215 | | | 2022 | 485,685 | 43,711(7) | 619,750 | 5,545,155(18) | 284,126(9) | 12,776(14) | 6,991,203 | | Mikhail Eydelman(19) | 2024 | 477,000 | — | 775,110 | 4,074,559(20) | 321,975 | 14,799(5) | 5,663,443 | | Senior Vice President, General Counsel and Corporate Secretary | 2023 | 448,074 | — | 572,963 | 2,234,768 | 224,037 | 12,506(21) | 3,492,348 | | | 2022 | 326,250 | 26,100(7) | 148,500 | 4,180,068(22) | 169,650(9) | 162,576(23) | 5,013,144 |

  50. Executive Compensation Tables

    | Named Executive Officer | Type of Termination | Base Salary ($) | Bonus ($) | Accelerated Vesting of Equity Awards ($)(1) | Continuation of Insurance Coverage ($) | Total ($) | | Grant E. Pickering | Termination without Cause or with Good Reason | 700,000 | 455,000 | — | 41,895 | 1,196,895 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 1,050,000 | 682,500 | 26,144,405 | 62,843 | 27,939,748 | | Andrew Guggenhime | Termination without Cause or with Good Reason | 417,000 | 208,500 | — | 31,421 | 726,421 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 556,000 | 278,000 | 12,002,212 | 41,895 | 12,878,107 | | Jim Wassil | Termination without Cause or with Good Reason | 412,500 | 206,250 | — | 31,421 | 718,921 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 550,000 | 275,000 | 11,692,173 | 41,895 | 12,559,068 | | Mikhail Eydelman | Termination without Cause or with Good Reason | 357,750 | 160,988 | — | 26,857 | 599,257 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 477,000 | 214,650 | 8,621,073 | 35,810 | 9,348,533 |

  51. Pay versus Performance Disclosure

    Pay versus Performance Disclosure This disclosure has been prepared in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation S-K under the Exchange Act (“Item 402(v)”) and does not necessarily reflect value actually realized by the named executive officers or how our Compensation Committee evaluates compensation decisions in light of Company or individual performance. The following tables and related disclosures provide information about (i) the total compensation (“SCT Total”) of our PEO and our non-PEO named executive officers (collectively, the “Other NEOs”) as set forth above in the subsection titled “Executive Compensation—2024 Summary Compensation Table,” (ii) the compensation actually paid (“CAP”) to our PEO and our Other NEOs, as calculated pursuant to Item 402(v), (iii) the total shareholder return (“TSR”) of both the Company and the Nasdaq Biotechnology Index; (iv) our net loss; and (vi) the relationship of the CAP to those TSRs and net loss. Our compensation programs for named executive officers are not based on financial measures, and so we have not included a column regarding a “Company-Selected Measure.”

  52. Pay versus Performance Disclosure

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | Year (a) | Summary Compensation Table Total for PEO ($) (1) (b) | Compensation Actually Paid to PEO ($) (2) (c) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (3) (d) | Average Compensation Actually Paid to Non-PEO NEOs ($) (4) (e) | Total Shareholder Return ($) (5) (f) | Peer Group Total Shareholder Return ($) (6) (g) | Net Loss ($) (7) (h) | | 2024 | 39,639,512 | 42,669,028 | 13,803,059 | 15,535,124 | 313 | 107 | (463,926,709) | | 2023 | 12,135,684 | 28,149,249 | 4,769,613 | 11,248,242 | 240 | 109 | (402,265,659) | | 2022 | 13,661,941 | 29,657,130 | 5,315,171 | 12,584,386 | 183 | 105 | (223,485,656) | | 2021 | 5,291,474 | 4,286,520 | 1,913,790 | 1,261,956 | 91 | 118 | (100,076,195) | | 2020 | 3,374,620 | 13,957,951 | 3,503,811 | 10,645,847 | 102 | 118 | (89,217,635) |

  53. Pay versus Performance Disclosure

    | (1) The dollar amounts reported in column (b) represent the amounts of total compensation reported for Grant E. Pickering (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Please refer to the subsection above titled “—Executive Compensation—Summary Compensation Table.” The SCT Total amounts do not reflect the actual amount of compensation earned by or paid to our PEO during the applicable years. |

  54. Pay versus Performance Disclosure

    | (2) The dollar amounts reported in column (c) represent the amount of CAP to our PEO. The CAP amounts do not reflect the actual amount of compensation earned by or paid to our PEO during the applicable years. In accordance with Item 402(v), the following adjustments were made to our PEO’s SCT Total for each year to determine the CAP (to determine the value of stock options included in CAP, the Black-Scholes valuation model was used): |

  55. Pay versus Performance Disclosure

    | | 2024 | 2023 | 2022 | 2021 | 2020 | | Adjustments | PEO | PEO | PEO | PEO | PEO | | SCT Total | $39,639,512 | $12,135,684 | $13,661,941 | $5,291,474 | $3,374,620 | | (Deduct): Aggregate change in actuarial present value included in SCT Total for the covered fiscal year | — | — | — | — | — | | Add: Service cost for the covered fiscal year | — | — | — | — | — | | Add: Prior service cost for the covered fiscal year | — | — | — | — | — | | (Deduct): Aggregate value for stock awards and option awards included in SCT Total for the covered fiscal year | $(38,242,213) | (11,001,200) | $(12,559,049) | $(4,353,113) | $(2,623,695) |

  56. Pay versus Performance Disclosure

    | | 2024 | 2023 | 2022 | 2021 | 2020 | | Adjustments | PEO | PEO | PEO | PEO | PEO | | Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | $31,805,305 | $15,786,448 | $19,172,031 | $4,105,563 | $6,055,220 | | Add (Deduct): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | $3,443,735 | $7,868,081 | $6,351,332 | $(651,679) | $3,491,427 | | Add: Vesting date fair value of awards granted and vested during the covered fiscal year | $3,702,839 | $3,158,794 | $2,321,656 | $790,370 | — | | Add (Deduct): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | $2,319,850 | $201,441 | $709,220 | $(896,095) | $3,660,379 | | (Deduct): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | — | — | — | — | — | | Add: Dividends or other earnings paid on awards in the covered fiscal year prior to vesting if not otherwise included in the SCT Total for the covered fiscal year | — | — | — | — | — | | CAP Amounts (as calculated) | $42,669,028 | $28,149,249 | $29,657,130 | $4,286,520 | $13,957,951 |

  57. Pay versus Performance Disclosure

    | (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Other NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The Other NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Andrew Guggenhime, Jim Wassil and Mikhail Eydelman; (ii) for 2023, Andrew Guggenhime, Jim Wassil and Mikhail Eydelman; (iii) for 2022, Andrew Guggenhime, Jim Wassil, Mikhail Eydelman and Paul Sauer; (iv) for 2021, Andrew Guggenhime, Jim Wassil, Paul Sauer and Harp Dhaliwal; and (v) for 2020, Andrew Guggenhime and Jim Wassil. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Other NEOs as a group during the applicable year. |

  58. Pay versus Performance Disclosure

    | (4) The dollar amounts reported in column (e) represent the average of “compensation actually paid” to the Other NEOs as a group, as computed in accordance with Item 402(v). The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Other NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v), the following adjustments were made |

  59. Pay versus Performance Disclosure

    | to average total compensation for the Other NEOs as a group for each year to determine the CAP, using the same methodology described above in Note (2). |

  60. Pay versus Performance Disclosure

    | | 2024 | 2023 | 2022 | 2021 | 2020 | | Adjustments | Other NEOs | Other NEOs | Other NEOs | Other NEOs | Other NEOs | | SCT Total | $13,803,059 | $4,769,613 | $5,315,171 | $1,913,790 | $3,503,811 | | (Deduct): Aggregate change in actuarial present value included in SCT Total for the covered fiscal year | — | — | — | — | — | | Add: Service cost for the covered fiscal year | — | — | — | — | — | | Add: Prior service cost for the covered fiscal year | — | — | — | — | — | | (Deduct): Aggregate value for stock awards and option awards included in SCT Total for the covered fiscal year | $(13,014,265) | $(4,094,139) | $(4,575,299) | $(1,401,561) | $(2,916,624) | | Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | $10,724,688 | $5,738,325 | $8,149,296 | $1,314,076 | $7,100,782 | | Add (Deduct): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | $1,483,006 | $3,536,479 | $2,700,860 | $(399,844) | $2,199,310 | | Add: Vesting date fair value of awards granted and vested during the covered fiscal year | $1,522,377 | $1,243,430 | $585,457 | $192,495 | — | | Add (Deduct): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | $1,016,259 | $54,518 | $408,902 | $(357,000) | $758,569 | | (Deduct): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | — | — | — | — | — | | Add: Dividends or other earnings paid on awards in the covered fiscal year prior to vesting if not otherwise included in the SCT Total for the covered fiscal year | — | — | — | — | — | | CAP Amounts (as calculated) | $15,535,124 | $11,248,242 | $12,584,386 | $1,261,956 | $10,645,847 |

  61. Pay versus Performance Disclosure

    | (5) Cumulative TSR is calculated assuming an investment of $100 in our common stock at the closing price of $26.15 on June 12, 2020, the date our common stock commenced trading on the Nasdaq Global Select Market. |

  62. Pay versus Performance Disclosure

    | (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Nasdaq Biotechnology Index. |

  63. Pay versus Performance Disclosure

    | (7) Represents the amount of net loss as reported in our Statements of Comprehensive Loss included in our Annual Reports on Form 10-K for the years ended December 31, 2024, 2023, 2022, 2021 and 2020. |

  64. Pay versus Performance Disclosure

    Relationship Between CAP and Net Loss/TSR The graphs below show the relationship of ou r P EO’s and Other NEOs’ CAP to (i) our net loss, and (ii) the TSR of both the Company and the Nasdaq Biotechnology Index. All inform ati on prov ide d above under the “Pay versus Performance Disclosure” heading will not be deemed to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

  65. Principal Executive Officer Pay Ratio

    Principal Executive Officer Pay Ratio Pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K under the Exchange Act, we are required to disclose the ratio of our principal executive officer’s annual total compensation to the annual total compensation of our median employee. During fiscal year 2024, the principal executive officer of Vaxcyte was our Chief Executive Officer, Grant E. Pickering. For 2024, the annual total compensation for Mr. Pickering was $39,639,512. The annual total compensation for our median employee (identified as disclosed below) was $323,387, resulting in a pay ratio of approximately 123:1. We identified the median employee as of December 31, 2024 by (i) aggregating for each applicable employee (A) annual base salary for salaried employees, (B) target bonus for 2024, (C) estimated fair value of any equity awards granted during 2024, (D) all other compensation, and (ii) ranking this compensation measure for our employees from lowest to highest. This calculation was performed for all Vaxcyte employees, excluding Mr. Pickering. Total compensation for all permanent employees (full-time or part-time) that were employed by Vaxcyte for less than the full fiscal year was annualized. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median-compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.