DEF 14A of Vaxcyte, Inc.
Filed Apr 23, 2026 · FY20250001193125-26-173672
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board of Directors is divided into three classes. We currently have three directors in each of Class I, Class II and 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. The three directors in Class III whose terms of office expire in 2026 and who will be standing for election at the Annual Meeting, and their ages as of April 23, 2026, are set forth in the table below.
ELECTION OF DIRECTORS
| Name | Director Since | Age | | Olivier Brandicourt, M.D. | May 2025 | 70 | | Halley Gilbert, J.D. | April 2020 | 56 | | Grant E. Pickering, M.B.A. | November 2013 | 58 |
ELECTION OF DIRECTORS
If elected at the Annual Meeting, these nominees would serve until the 2029 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 of our directors attended the 2025 Annual Meeting, which was held virtually. The following includes a brief biography of each nominee for Class III director and each of our Class I and Class II directors continuing to serve on the Board of Directors, including their respective ages, as of April 23, 2026. 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.
Class III Director Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
Class III Director Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting Olivier Brandicourt, M.D. Dr. Brandicourt, 70, has served on our Board of Directors since May 2025. Dr. Brandicourt has served as a Senior Advisor at Blackstone Life Sciences, a private global investment platform, since May 2021. Dr. Brandicourt has served as a member of the boards of directors of Alnylam Pharmaceuticals, Inc. since March 2020, and BeOne Medicines Ltd. since January 2024, both publicly traded companies. Dr. Brandicourt has also served as a member of the boards of directors of Dewpoint Therapeutics, Inc. since June 2020, and AvenCell Therapeutics, Inc. since July 2021, both privately held companies. Dr. Brandicourt served as Chief Executive Officer of the publicly traded multinational pharmaceutical companies Sanofi S.A. from 2015 to 2019, and Bayer HealthCare AG from 2013 to 2015. For 13 years prior to that, Dr. Brandicourt held various leadership positions at Pfizer Inc., a publicly traded multinational pharmaceutical company. Dr. Brandicourt studied medicine in Paris where he specialized in Infectious Diseases and Tropical Medicine and holds a master’s degree in biology from University of Paris XII and an advanced degree in cellular and immunological pathophysiology from Paris Descartes University. Dr. Brandicourt was selected to serve on our Board of Directors because of his distinguished career as a biopharmaceutical executive. Halley Gilbert, J.D. Ms. Gilbert, 56, has served on our Board of Directors since April 2020. Ms. Gilbert has served as Chief Legal Officer and Chief Operating Officer of Tubulis GmbH, a privately held clinical stage biotechnology company, since July 2025, and as a member of the boards of directors of Arcutis Biotherapeutics, Inc. since May 2020, and CytomX Therapeutics, Inc. since April 2020, both publicly traded biopharmaceutical companies. Ms. Gilbert previously served as Chief Legal Officer of CARGO Therapeutics, Inc., a publicly traded biotechnology company, from September 2023 to August 2025 when it was acquired by Concentra Biosciences, Chief Legal Officer of Neogenomics, Inc., a publicly traded cancer diagnostics company, from August 2021 to May 2022, and Chief Operating Officer and Chief Business Officer at Adagio Therapeutics, Inc. from June 2020 to August 2021. 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 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 previously served on the boards of directors of Dermira, Inc., a medical dermatology company, from November 2019 to February 2020, when it was acquired by Eli Lilly and Company, and Achaogen, Inc., a biopharmaceutical company, from January 2017 to April 2019. 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, 58, 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. Mr. Pickering has served as a member of the board of directors of LeonaBio, Inc. (formerly Athira Pharma, Inc.), a publicly traded biopharmaceutical company, since January 2022. Mr. Pickering previously served as Chief Executive Officer and a director of Juvaris BioTherapeutics, Inc., a privately held biopharmaceutical company, from March 2008 to December 2023, and as Strategic Advisor at Atreca, Inc., a biotechnology company, from May 2013 to April 2015. Mr. Pickering also previously served as Chief Executive Officer of Mymetics Corporation, a developer of virosomal vaccines for infectious diseases, 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 began his career at the publicly traded multinational pharmaceutical companies Johnson & Johnson, followed by GSK plc. 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.
THE BOARD OF DIRECTORS RECOMMENDS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF OUR NOMINEES NAMED ABOVE.
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, 59, has served on our Board of Directors since September 2021. Ms. Drapeau has served as Chief Human Resources Officer of Ascend Learning, a privately held healthcare and learning technology company, since June 2025. Ms. Drapeau has served as Chair of Bucknell University’s Board of Trustees since June 2024, where she previously served as Vice Chair from 2021 to 2024 after joining the board in 2019. Ms. Drapeau previously served as Chief People Officer of Toast, Inc., a publicly traded cloud-based restaurant management software company, from May 2019 to May 2024 and Chief People Officer of Moderna Therapeutics, Inc., a publicly traded pharmaceutical and biotechnology company, from October 2016 to May 2019. 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, 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, 54, 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 has been a board advisor to Warriorside, a nonprofit organization benefiting military veterans and first responders, since April 2025. 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, 67, 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 served on the boards of directors of Collegium Pharmaceutical, Inc., a publicly traded biopharmaceutical company, since May 2025, IMU Biosciences, a privately held biotechnology company, since March 2025, and as chairman of the board directors of Highlight Therapeutics S.L, a privately held immuno-oncology company, since January 2020. 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 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., and 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 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. 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.
Class II Directors Continuing in Office Until the 2028 Annual Meeting
Class II Directors Continuing in Office Until the 2028 Annual Meeting John Furey. Mr. Furey, 61, has served on our Board of Directors since July 2024. Mr. Furey has served as Executive Chairman of the board of directors of Imvax, Inc., a privately held clinical-stage biotechnology company, since October 2025, where he previously served as Chief Executive Officer and board member from September 2019 to August 2025.Mr. Furey previously served as 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 served as a member of the boards of directors of Adaptimmune Therapeutics plc, a publicly traded clinical-stage biopharmaceutical company, from July 2018 to November 2025, and Sensorion SA, a privately held clinical-stage biopharmaceutical company, from September 2019 to April 2025. 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, 62, 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, and has served as a board advisor to Clarus Biologics Inc., a privately held pre-clinical biotechnology company, since October 2025. Mr. Lee previously held various leadership 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. Prior to Merck & Co., he 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 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 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, 58, 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 Inversion Therapeutics Inc. since December 2025, 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, 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.
Compensation Committee
| • | reviewing and recommending to our Board of Directors the compensation of our non-employee directors; |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Director Compensation for 2025
Director Compensation for 2025 The following table sets forth information regarding the compensation earned by or paid to our directors during the year ended December 31, 2025, 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—2025 Summary Compensation Table.”
Director Compensation for 2025
| Name | Fees Earned ($) | Stock Awards ($)(1)(3) | Option Awards ($)(2)(3) | Total ($) | | Carlos Paya | 85,000 | 104,793 | 315,721 | 505,514 | | Olivier Brandicourt(4) | 33,379 | 39,561 | 956,306 | 1,029,246 | | Annie Drapeau | 70,000 | 104,793 | 315,721 | 490,514 | | John Furey | 57,500 | 104,793 | 315,721 | 478,014 | | Halley Gilbert | 70,000 | 104,793 | 315,721 | 490,514 | | Peter Hirth(5) | 28,159 | — | 334,549 | 362,708 | | Jacks Lee | 60,000 | 104,793 | 315,721 | 480,514 | | Teri Loxam | 70,000 | 104,793 | 315,721 | 490,514 | | Heath Lukatch | 57,500 | 104,793 | 315,721 | 478,014 |
Director Compensation for 2025
| (1) The amounts reported represent the aggregate grant date fair value of stock awards granted during fiscal year 2025 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 $34.46. This amount is an accounting value and does not reflect the actual economic value that may be realized by the non-employee director. |
Director Compensation for 2025
| (2) The amounts reported represent the aggregate grant date fair value of stock options granted during fiscal year 2025 under the 2020 Plan, computed in accordance with ASC Topic 718. The amounts reflect a grant date per share Black-Scholes value of $20.54, with the exception of Dr. Brandicourt. Dr. Brandicourt received an initial grant upon joining the Board of Directors, which amount had a grant date per share Black-Scholes value of $20.87, as well as a portion of the annual refresh grant, which had a grant date per share Black-Scholes value of $20.54 (consistent with the other directors). 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, 2025. This amount is an accounting value and does not reflect the actual economic value that may be realized by the non-employee director. The number of stock options granted is determined pursuant to an internal methodology based on the approved dollar values set forth below in the section titled “Non-Employee Director Compensation” and the Black-Scholes value of our common stock on a pre-specified date before the grant date (the “Determination Date”), with the use of a date proximate to the grant date intended to facilitate the administrative process of issuing the grants. Accordingly, because of the brief interval between the Determination Date and the grant date, the grant date fair value of the stock options may differ from the values set forth below. |
Director Compensation for 2025
| (3) The aggregate number of shares subject to stock awards and stock options outstanding at December 31, 2025 for each non-employee director was as follows: |
Director Compensation for 2025
| Name | Number of Stock Awards Outstanding at December 31, 2025 | Number of Options Outstanding at December 31, 2025 | | Carlos Paya (including awards transferred to trust) | 3,041 | 86,372 | | Olivier Brandicourt | 1,148 | 45,920 | | Annie Drapeau | 3,041 | 86,372 | | John Furey | 3,041 | 32,132 | | Halley Gilbert | 3,041 | 84,871 | | Jacks Lee | 3,041 | 52,622 | | Teri Loxam | 3,041 | 73,872 | | Heath Lukatch | 3,041 | 70,372 |
Director Compensation for 2025
| (4) Dr. Brandicourt was appointed to the Board of Directors in May 2025, thus his annual retainer was prorated for his period of service in fiscal year 2025. The amounts reported include Dr. Brandicourt’s Initial Grant (as described below) and a reduced portion of his Annual Grant approved by the Board of Directors, intended to keep his 2025 compensation below the Non-Employee Director Compensation Limit set forth in our 2020 Plan. The aggregate dollar value approved for Dr. Brandicourt’s 2025 compensation did not exceed the applicable limit, and any difference between that approved value and the amount reported in this table is attributable solely to the brief interval between the Determination Date and the grant date as discussed in Footnote 2 above. |
Director Compensation for 2025
| (5) Dr. Hirth retired from the Board of Directors as of the 2025 Annual Meeting, thus his annual retainer for service on our Board of Directors, Compensation Committee and Nominating and Corporate Governance Committee was prorated for his period of service in fiscal year 2025. In anticipation of his retirement, the Board of Directors approved an extension of the post-termination exercise period for Dr. Hirth’s Option Awards. The incremental fair value of such modification, computed as of the modification date in accordance with FASB ASC Topic 718, was $334,549. |
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 July 1, 2025: 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, consisting of (i) a nonstatutory stock option to purchase shares of our common stock with a value equal to 75% of the grant (the “Annual Option Grant”), and (ii) restricted stock units (“RSUs”) with a value equal to 25% of the grant (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. Effective July 1, 2025, new non-employee directors will be granted a pro-rata portion of the Annual Grant based on the time between such non-employee director’s appointment and the next annual meeting of stockholders. 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:
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; |
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; |
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 |
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. |
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.
Business Highlights
| • | Announced Plan to Establish Fill-Finish Manufacturing in North Carolina as Key Element of Long-Term U.S. Commercial Supply Strategy Representing Up to $1 Billion in Manufacturing and Services: In September 2025, we announced a new agreement with Patheon Manufacturing Services, LLC, part of Thermo Fisher Scientific (collectively, “Thermo Fisher”) to provide custom commercial fill-finish capacity for our broad-spectrum PCVs at Thermo Fisher’s Greenville, North Carolina facility. The initiative, which includes both manufacturing and related services, represents a long-term U.S. commercial manufacturing commitment of up to $1 billion. |
Long-term Strategy and Value Creation
Long-term Strategy and Value Creation Vaxcyte continues to execute its long-term strategy focused on advancing our differentiated conjugate vaccine candidates by achieving key clinical and regulatory milestones with the objective of delivering high-fidelity vaccines that protect humankind from the consequences of bacterial diseases. Primary value drivers include clinical data readouts, pipeline advancement, regulatory progress and development of scalable manufacturing capabilities to support future commercialization. Our executive compensation program seeks to align Company and individual performance with the achievement of strategic priorities and long-term stockholder value creation. Performance-based compensation is tied directly to pre-established corporate objectives aligned with the Company’s strategic plan, including clinical and development milestones, pipeline advancement, regulatory progress, operational execution (including the development of scalable manufacturing capabilities), preparation for commercialization and capital management. For more information about our corporate objectives, please see the section titled “Executive Bonus Goal Setting” on page 47.
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. |
Objectives, Philosophy and Elements of Executive Compensation
| • | incentivize and reward strategic and financial goal accomplishments, with an emphasis on long-term goals; and |
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 2025; |
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 |
How We Determine Executive Compensation
| • | conducting a review of our director compensation policies and practices. |
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. Over a series of Compensation Committee meetings and rigorous working sessions, Pay Governance proposed, and the Compensation Committee approved, a group of public companies that were 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 2025 peer group, Pay Governance considered Vaxcyte’s recent growth and performance with an understanding that there was a limited universe of clinical stage companies with a similar valuation. At the time of peer group development, Vaxcyte was among the two highest valued publicly traded clinical-stage biotechnology companies, with a market capitalization of approximately $15 billion. The next-highest-valued clinical-stage company had a market capitalization approximately one-half that of Vaxcyte. With that in mind, screening generally focused on 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 2.0x of Vaxcyte; (iii) had headcount above 100 employees; and (iv) had a similar scientific focus and complexity of manufacturing/operations. At the time of peer group approval, Vaxcyte was positioned at the 70th percentile in terms of market capitalization. Pay Governance also considered several secondary factors, including recent share price performance and other financial metrics. The peer group with respect to 2025 was as follows:
How We Determine Executive Compensation
The Compensation Committee reviews our peer group 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 peer group for 2025 reflected our advancement into late-stage clinical trials for our PCV franchise, our increased market cap, our growing headcount and our complex manufacturing needs. This 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. 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 2025. 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 did not strictly target a specific percentile in making 2025 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.” The 2025 peer group reflects the following changes from our 2024 peer group: (i) the removal of ACADIA Pharmaceuticals Inc., Apellis Pharmaceuticals, Inc., Arcus Biosciences, Inc., Arrowhead Pharmaceuticals, Inc., Cerevel Therapeutics Holdings, Inc., Corcept Therapeutics Incorporated, CRISPR Therapeutics AG, Denali Therapeutics Inc., Intellia Therapeutics, Inc., Karuna Therapeutics, Inc., Mirati Therapeutics, Inc. and Prothena Corporation plc; and (ii) the addition of Alnylam Pharmaceuticals, Inc., BeOne Medicines, Ltd., BioMarin Pharmaceuticals Inc., Blueprint Medicines Corporation, Incyte Corporation, Moderna, Inc., Neurocrine Biosciences, Inc., Sarepta Therapeutics, Inc., Summit Therapeutics Inc. and United Therapeutics Corporation. In September 2025, based on ongoing analysis from Pay Governance and consistent with our practice to revisit our compensation peer group on an annual basis, the Compensation Committee made updates to the compensation peer group that informed decisions made in February 2026 and that will inform decisions for the rest of the year. In determining the 2026 peer group, Pay Governance considered Vaxcyte’s current market capitalization, which was approximately $4 billion at the time the peer group was determined, recent progress 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 later-stage clinical or recently commercial companies operating within the GICS Industry Pharmaceutical and Biotechnology; (ii) had a market capitalization between 0.25x and 2.5x of Vaxcyte; (iii) had headcount generally between 100 to 1,000 employees; (iv) had a similar scientific focus; and (v) went public after 2015. At the time of peer group approval, Vaxcyte was positioned at the median percentile in terms of market capitalization. Pay Governance also considered several secondary factors, including recent share price performance and other financial metrics. The peer group with respect to 2026 is as follows:
How We Determine Executive Compensation
The 2026 peer group reflects the following changes from our 2025 peer group: (i) the removal of Alnylam Pharmaceuticals, Inc., BeOne Medicines, Ltd., Blueprint Medicines Corporation, Incyte Corporation, Insmed Incorporated, Intra-Cellular Therapies, Inc., Neurocrine Biosciences, Inc., Summit Therapeutics Inc. and United Therapeutics Corporation; and (ii) the addition of Arcellx, Inc., Arrowhead Pharmaceuticals, Inc., Avidity Biosciences, Inc., Crinetics Pharmaceuticals, Inc., CRISPR Therapeutics AG, Denali Therapeutics Inc., Intellia Therapeutics, Inc., Merus N.V., Novavax, Inc. and Nuvalent, Inc. We made targeted adjustments to the peer group by removing some larger companies and adding selected smaller market-cap companies to better align the group with our size and profile, as noted above.
Factors Used in Determining Executive Compensation
| • | Value of existing equity holdings, including the potential value of unvested equity awards |
Factors Used in Determining Executive Compensation
| • | Range of market data reference points, as described above under “Use of Competitive Market Compensation Data” |
Factors Used in Determining Executive Compensation
| • | Recommendations from the independent compensation consultant |
“Say-on-Pay” Vote
| • | Our philosophy of tying pay to long-term performance and value creation |
“Say-on-Pay” Vote
| • | Recognition of the business rationale, performance rigor and meaningful vesting period associated with the one-time equity awards granted in 2024 |
Enhanced Transparency in Proxy Disclosure
| • | We provided disclosure to explain the Compensation Committee’s decisions to increase the base salaries and annual performance-based bonus targets of certain named executive officers. |
Enhanced Transparency in Proxy Disclosure
| • | We enhanced our disclosure regarding the rationale behind our peer group selection and the impact of that peer group on compensation decisions. |
2025 Executive Compensation Program
2025 Executive Compensation Program Base Salary Base salary represents the fixed portion of the compensation of our executive officers and is an important element of compensation intended to attract and retain highly talented individuals. In February 2025, the Compensation Committee reviewed the base salaries of our executive officers, taking into consideration the competitive market analysis prepared by Pay Governance and the recommendations of our Chief Executive Officer for the other executive officers, as well as the other factors described in the section above. Following this review, the Compensation Committee approved base salary increases for our executive officers and recommended to the Board of Directors a base salary increase for our Chief Executive Officer to bring their base salaries to levels that were more aligned to the range of those of similarly situated executives at the companies in our peer group. Prior to these approved increases, the base salaries of our executive officers were positioned below the 25th percentile of the peer group at that time (approximately 20% below median, in aggregate). These increases made in 2025 represented a strategic and measured approach by the Compensation Committee and generally brought our executive officers in alignment with the peer group at the 25th percentile. These increases also reflect the expanded responsibilities and growing complexity of our executive officers’ roles as the Company advanced into late-stage clinical development and moved closer to potential commercialization. The Board of Directors approved the base salary increase for our Chief Executive Officer in February 2025. The base salaries approved for all of our named executive officers, effective as of January 1, 2025, were as follows:
2025 Executive Compensation Program
| Named Executive Officer | Target Bonus Opportunity (% of Base Salary) | Target Bonus Opportunity | Actual Bonus Earned | | Grant E. Pickering | 75%, increased from 65%(1) | $600,000 | $630,000 | | Andrew Guggenhime | 50% | $310,000 | $325,500 | | Jim Wassil | 50% | $300,000 | $315,000 | | Mikhail Eydelman | 45% | $225,450 | $236,723 | | Harp Dhaliwal(2) | 45% | $222,750 | $233,888 |
2025 Executive Compensation Program
| (1) Prior to this approved increase, Mr. Pickering’s target bonus opportunity (as a percentage of base salary) was positioned below the 25th percentile of the peer group at that time, and this increase to 75% was made to align Mr. Pickering with the 25th percentile of the peer group. |
2025 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 goals for 2025 performance-based bonus awards in the first quarter of 2025, which included a stipulation that the maximum payout for achievement of the corporate goals would be 150%. In the second quarter of 2025, a limited number of performance goals were amended by the Board of Directors to reflect strategic and operational changes that occurred after the original performance goals were established, while the substantial majority of goals remained unchanged. For context, due to several factors which increased the cost of the Company’s equity capital, combined with the uncertain financing environment for biotechnology companies, we made the strategic decision in the second quarter in 2025 to extend our cash runway by prioritizing our resources towards expanding our PCV franchise and deprioritizing other non-PCV programs and initiatives (a decision that our stockholders expressed appreciation for throughout 2025). In connection with this objective, we: removed two performance goals related to our earlier-stage, non-PCV programs (consistent with our prior announcement to pause the advancement, beyond preclinical development, of such programs); removed a goal tied to achieving a pre-established hiring target; and deferred a goal related to the initiation of the implementation of a technology system. In addition, based on learnings from our VAX-24 infant Phase 2 dose-finding study, the topline data for which we reported on March 31, 2025, we: added an Optimized Dose arm to our ongoing VAX-31 infant Phase 2 study and updated the related performance goal to reflect higher enrollment requirements; and added a new goal related to our infant PCV franchise. The Board of Directors approved these modifications only after determining that the original goals no longer appropriately reflected (i) the Company’s strategic priorities in light of its revised capital allocation strategy, and (ii) the modified VAX-31 infant Phase 2 study protocol. The revised goals were designed to maintain rigor, and the Board of Directors determined they were of comparable or greater difficulty than the original goals. The final performance goals for 2025 were aligned with the Company’s strategic and operational realities and maintained a rigorous standard informed by the Board of Directors’ assessment of the degree of difficulty associated with achieving the Company’s key clinical, regulatory and business objectives. These changes were not made to increase the likelihood of achievement and payout, but to realign incentives with the Company’s updated operating and clinical plans while preserving a strong pay-for-performance framework. We believe that, had we not made the strategic and operational changes which we determined were in the best interests of the Company and its stockholders, and instead continued to pursue the original performance goals, achievement and related payout would have been nearly identical to the payout under the final performance goals. For competitive reasons, we have not disclosed the specific performance metrics and targets in relation to our corporate goals beyond the details provided below. Such metrics contain confidential information, the disclosure of which would result in competitive harm to the Company. While we do not disclose specific quantitative targets or weightings for certain performance metrics due to their commercially sensitive nature, we have provided information in the proxy statement regarding our key performance drivers and strategic priorities. The corporate goals for 2025 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 PCV pediatric program, including reporting results from the VAX-24 infant Phase 2 study and completion of a prespecified percentage of enrollment in the VAX-31 infant Phase 2 study; (ii) objectives in support of our PCV adult program, including initiation of a Phase 3 noninferiority study evaluating VAX-31 in adults and the progression and completion of certain Chemistry, Manufacturing and Controls (“CMC”) and clinical readiness activities; (iii) objectives in support of long-term manufacturing readiness for our PCV franchise; (iv) financial objectives, including management of operating and capital expenses within the annual budget; and (v) corporate objectives, including implementation of a human resources information system. The 2025 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-24 infant Phase 2 study; (ii) completion of a higher prespecified percentage of enrollment in the VAX-31 infant Phase 2 study; (iii) completion of enrollment in the VAX-31 adult Phase 3 study by a prespecified date; (iv) objectives in support of long-term manufacturing readiness for our PCV franchise; and (v) financial objectives, including certain financing and capital raising goals. In February 2026, the Board of Directors, on the recommendation of the Compensation Committee, certified the achievement of our corporate performance goals at a weighting of 105%. Fiscal Year 2025 Bonus Payouts For competitive reasons, we have not disclosed the specific achievement of performance metrics and targets in relation to our corporate goals beyond the details provided below. Such metrics contain confidential information, the disclosure of which would result in competitive harm to the Company. 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-24 infant Phase 2 study, completion of the higher prespecified percentage of enrollment in the VAX-31 infant Phase 2 study, successful execution of key CMC and clinical readiness activities for the PCV adult program, effective management of operating and capital expenses within the approved budget, advancement of corporate objectives, and continued preparation for the potential future commercial launch of the PCV franchise programs. In light of these circumstances, in February 2026, the Compensation Committee recommended, and the Board of Directors approved, a bonus payout of 105% of target for each of our named executive officers. The amount of the aggregate bonus that was paid with respect to fiscal year 2025 was determined in strict accordance with the terms of the annual bonus program based on performance, with no discretionary supplemental bonus paid to any named executive officer. Equity Awards We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. Historically, the vast majority of our named executive officers’ total target compensation has come in the form of long-term equity awards, which aligns the executive officers’ incentives with both the interests of our corporate goals and stockholders. 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.
2025 Executive Compensation Program
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, or, on occasion, by 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. 2025 Annual Equity Awards In February 2025, 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 2025. The stock options vest monthly over a four-year period and have an exercise price of $74.22 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.
2025 Executive Compensation Program
| Named Executive Officer | Stock Award Grant (# shares) | Stock Option Grant (# shares) | | Grant E. Pickering | 57,938 | 193,431 | | Andrew Guggenhime | 22,761 | 75,991 | | Jim Wassil | 21,726 | 72,536 | | Mikhail Eydelman | 14,484 | 48,357 | | Harp Dhaliwal | 13,449 | 44,903 |
Employment, Severance and Change in Control Arrangements
Employment, Severance and Change in Control Arrangements
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.
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 (18 months in the case of Mr. Pickering, 12 months in the case of Messrs. Guggenhime, Wassil, Dhaliwal 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 (24 months in the case of Mr. Pickering, 18 months in the case of Messrs. Guggenhime, Wassil, Dhaliwal and Eydelman), (ii) a multiple of the executive’s target bonus for the year of termination (200% in the case of Mr. Pickering, 150% in the case of Messrs. Guggenhime, Wassil, Dhaliwal 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.
Executive Compensation Tables
Executive Compensation Tables 2025 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, 2025. 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.
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 | 2025 | 800,000 | — | 4,300,159 | 8,714,048 | 630,000 | 14,730(3) | 14,458,937 | | Chief Executive Officer | 2024 | 700,000 | — | 15,534,975(4)(5) | 22,707,238(4)(6) | 682,500 | 14,799(7) | 39,639,512 | | | 2023 | 640,000 | — | 2,244,971 | 8,756,228 | 480,000 | 14,484(8) | 12,135,684 | | Andrew Guggenhime | 2025 | 620,000 | — | 1,689,322 | 3,423,387 | 325,500 | 14,730(3) | 6,072,939 | | President and Chief Financial Officer | 2024 | 556,000 | — | 6,878,329(4)(9) | 10,011,989(4)(10) | 417,000 | 14,799(7) | 17,878,117 | | | 2023 | 517,000 | — | 937,575 | 3,656,894 | 290,813 | 12,996(8) | 5,415,277 | | Jim Wassil | 2025 | 600,000 | — | 1,927,501(11) | 3,267,740 | — | 14,730(3) | 5,809,971 | | Executive Vice President and Chief Operating Officer | 2024 | 550,000 | — | 7,290,819(4)(12) | 10,011,989(4)(10) | 10(13) | 14,799(7) | 17,867,617 | | | 2023 | 508,000 | — | 1,223,275(14) | 3,656,894 | 50(13) | 12,996(8) | 5,401,215 | | Mikhail Eydelman | 2025 | 501,000 | — | 1,075,003 | 2,178,479 | 236,723 | 14,989(15) | 4,005,935 | | Senior Vice President, General Counsel and Corporate Secretary | 2024 | 477,000 | — | 775,110 | 4,074,559(4)(16) | 321,975 | 14,799(7) | 5,663,443 | | | 2023 | 448,074 | — | 572,963 | 2,234,768 | 224,037 | 12,506(17) | 3,492,348 | | Harp Dhaliwal(18) | 2025 | 495,000 | — | 998,185 | 2,022,876 | 233,888 | 14,730(3) | 3,764,679 | | Chief Technical Operations Officer | | | | | | | | |
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 | 1,200,000 | 600,000 | — | 60,807 | 1,860,807 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 1,600,000 | 1,200,000 | 4,691,541 | 81,076 | 7,572,617 | | Andrew Guggenhime | Termination without Cause or with Good Reason | 620,000 | 310,000 | — | 40,538 | 970,538 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 930,000 | 465,000 | 1,997,373 | 60,807 | 3,453,180 | | Jim Wassil | Termination without Cause or with Good Reason | 600,000 | 300,000 | — | 40,538 | 940,538 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 900,000 | 450,000 | 1,905,973 | 60,807 | 3,316,780 | | Mikhail Eydelman | Termination without Cause or with Good Reason | 501,000 | 225,450 | — | 33,806 | 760,256 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 751,500 | 338,175 | 1,524,296 | 50,709 | 2,664,680 | | Harp Dhaliwal | Termination without Cause or with Good Reason | 495,000 | 222,750 | — | 40,538 | 758,288 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 742,500 | 334,125 | 881,644 | 60,807 | 2,019,076 |
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—2025 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.”
Pay versus Performance Disclosure
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | Year (a) | SCT Total for PEO ($) (1) (b) | CAP to PEO ($) (2) (c) | Average SCT Total for Non-PEO NEOs ($) (3) (d) | Average CAP to Non-PEO NEOs ($) (4) (e) | TSR ($) (5) (f) | Peer Group TSR ($) (6) (g) | Net Loss ($) (Thousands) (7) (h) | | 2025 | 14,458,937 | (26,740,761) | 4,913,382 | (8,087,655) | 176 | 142 | (766,628) | | 2024 | 39,639,512 | 42,669,028 | 13,803,059 | 15,535,124 | 313 | 107 | (463,927) | | 2023 | 12,135,684 | 28,149,249 | 4,769,613 | 11,248,242 | 240 | 109 | (402,266) | | 2022 | 13,661,941 | 29,657,130 | 5,315,171 | 12,584,386 | 183 | 105 | (223,485) | | 2021 | 5,291,474 | 4,286,520 | 1,913,790 | 1,261,956 | 91 | 118 | (100,077) |
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. |
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): |
Pay versus Performance Disclosure
| | 2025 | 2024 | 2023 | 2022 | 2021 | | Adjustments | PEO | PEO | PEO | PEO | PEO | | SCT Total | $14,458,937 | $39,639,512 | $12,135,684 | $13,661,941 | $5,291,474 | | (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 | $(13,014,207) | (38,242,213) | $(11,001,200) | $(12,559,049) | $(4,353,113) |
Pay versus Performance Disclosure
| | 2025 | 2024 | 2023 | 2022 | 2021 | | 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 | $4,841,526 | $31,805,305 | $15,786,448 | $19,172,031 | $4,105,563 | | 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 | $(24,412,847) | $3,443,735 | $7,868,081 | $6,351,332 | $(651,679) | | Add: Vesting date fair value of awards granted and vested during the covered fiscal year | $1,238,584 | $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 | $(9,852,754) | $2,319,850 | $201,441 | $709,220 | $(896,095) | | (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) | $(26,740,761) | $42,669,028 | $28,149,249 | $29,657,130 | $4,286,520 |
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 2025, Andrew Guggenhime, Jim Wassil, Mikhail Eydelman and Harp Dhaliwal; (ii) for 2024, Andrew Guggenhime, Jim Wassil and Mikhail Eydelman; (iii) for 2023, Andrew Guggenhime, Jim Wassil and Mikhail Eydelman; (iv) for 2022, Andrew Guggenhime, Jim Wassil, Mikhail Eydelman and Paul Sauer; and (v) for 2021, Andrew Guggenhime, Jim Wassil, Paul Sauer and Harp Dhaliwal. 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. |
Pay versus Performance Disclosure
| (4) The dollar amounts reported in column (e) represent the average of CAP 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 to average total compensation |
Pay versus Performance Disclosure
| for the Other NEOs as a group for each year to determine the CAP, using the same methodology described above in Note (2). |
Pay versus Performance Disclosure
| | 2025 | 2024 | 2023 | 2022 | 2021 | | Adjustments | Other NEOs | Other NEOs | Other NEOs | Other NEOs | Other NEOs | | SCT Total | $4,913,382 | $13,803,059 | $4,769,613 | $5,315,171 | $1,913,790 | | (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 | $(4,145,623) | $(13,014,265) | $(4,094,139) | $(4,575,299) | $(1,401,561) | | 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 | $1,512,943 | $10,724,688 | $5,738,325 | $8,149,296 | $1,314,076 | | 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 | $(7,194,238) | $1,483,006 | $3,536,479 | $2,700,860 | $(399,844) | | Add: Vesting date fair value of awards granted and vested during the covered fiscal year | $492,834 | $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 | $(3,666,953) | $1,016,259 | $54,518 | $408,902 | $(357,000) | | (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) | $(8,087,655) | $15,535,124 | $11,248,242 | $12,584,386 | $1,261,956 |
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. |
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. |
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, 2025, 2024, 2023, 2022 and 2021. |
Pay versus Performance Disclosure
Relationship Between CAP and Net Loss/TSR The graphs below show the relationship of our PEO’s and Other NEOs’ CAP to (i) our net loss, and (ii) the TSR of both the Company and the Nasdaq Biotechnology Index. All information provided 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.
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 2025, the principal executive officer of Vaxcyte was our Chief Executive Officer, Grant E. Pickering. For 2025, the annual total compensation for Mr. Pickering was $14,458,937. The annual total compensation for our median employee (identified as disclosed below) was $303,873, resulting in a pay ratio of approximately 48:1. We identified the median employee as of December 31, 2025 by (i) aggregating for each applicable employee (A) annual base salary for salaried employees, (B) target bonus for 2025, (C) estimated fair value of any equity awards granted during 2025, (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.