Andrew Guggenhime
About Andrew Guggenhime
Andrew Guggenhime, 56, is President and Chief Financial Officer of Vaxcyte (PCVX); he has served as CFO since May 2020 and President since January 2021, following a career as CFO/COO at Dermira, CFO at CardioDx, Calistoga, Facet/PDL BioPharma, and senior roles at Neoforma . He holds a B.A. from Middlebury College and an M.B.A. from Northwestern (Kellogg) . Under his tenure, Vaxcyte delivered strong equity performance: 2024 TSR +30% (77th percentile vs peer group) and cumulative TSR of 213% since the 2020 IPO vs 101% Nasdaq Composite and 7% Nasdaq Biotechnology Index through Dec 31, 2024 . 2024 operational milestones included positive adult VAX-31 Phase 1/2 data, advancement of infant programs, and ~$2.6B in equity proceeds, supporting outsized long-term value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dermira, Inc. | CFO; later COO | 2014–Apr 2020 (CFO); 2014–May 2018 (COO) | Helped scale through to acquisition by Eli Lilly (Feb 2020), bringing public-company finance and ops rigor . |
| CardioDx, Inc. | CFO; Board Director | Sep 2011–Apr 2014 (CFO); Director Apr 2014–Jul 2016 | Led finance for diagnostics company; board governance post-CFO tenure . |
| Calistoga Pharmaceuticals | CFO | Prior to 2011 | Finance leadership culminating in sale to Gilead Sciences . |
| Facet Biotech / PDL BioPharma | SVP & CFO (Facet); CFO (PDL) | Prior roles pre-2011 | Public biotech CFO experience across spin/transition environments . |
| Neoforma, Inc. | VP Corp Dev; SVP & CFO | Early career | Supply-chain healthcare platform finance leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Caribou Biosciences, Inc. | Chairman; Director | Director since Apr 2021; Chairman since Jul 2021 | Public biotech board leadership . |
| Sling Therapeutics | Director | Since Jun 2024 | Private biopharma board service . |
| Metacrine, Inc. | Director (prior) | Jul 2018–Mar 2023 | Public biopharma board experience . |
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 517,000 | 556,000 | 7.5% YoY increase effective Jan 1, 2024 . |
| Target Bonus (% of Base) | 45% | 50% | Target increased 5pp in 2024 . |
| Target Bonus ($) | 232,650 (computed) | 278,000 | Company discloses 2024 target . |
| Actual Bonus Paid ($) | 290,813 | 417,000 | 2024 payout approved at 150% of target . |
Performance Compensation
Annual Bonus Plan – 2024 Structure and Outcomes
| Component | Weighting | Key Metrics/Targets | Outcome | Payout Outcome |
|---|---|---|---|---|
| Base corporate goals | 100% | VAX-31 adult Phase 1/2 completion/results; infant program progress (VAX-24 enrollment complete; VAX-31 initiation readiness); Lonza manufacturing build-out; VAX-A1 Phase 1/2; other pipeline; financing/capital raising; budget/hiring/site expansion | Achieved at/above target across base goals | Included in 150% total |
| Stretch goals | 50% | Strong VAX-31 adult data; manufacturing suite objectives; financing; infant program progress; CMC milestones | 25% achieved + 25% deemed achieved for strategic reasons and overperformance (VAX-31 data; $1.5B Sept 2024 equity raise) | Included in 150% total |
| Total Payout Cap | 150% | — | Certified at max | 150% of target for NEOs |
2024 Equity Grants (Time-based annual program)
| Award Type | Shares Granted | Vesting | Exercise/Grant Price | Notes |
|---|---|---|---|---|
| Stock Options | 90,000 | 1/48 monthly over 4 years | $73.82 | Standard annual option . |
| RSUs | 20,000 | 25% at 6 months; then 12.5% each half-year | $73.82 grant-date value per share | Standard annual RSU . |
Special Outperformance and Recognition Awards (Nov 2024) – Performance Equity
| Award Type | Shares Granted | Performance Hurdle | Service Schedule | Notes |
|---|---|---|---|---|
| PCSO (Performance-Contingent Stock Options) | 87,481 | One-year average closing price ≥ $154.05 (150% of $102.70 grant price) before exercisable | 1/3 vest at 3rd, 4th, 5th anniversaries (subject to hurdle) | 10-year term; designed for high share-price outperformance . |
| PSUs (Relative TSR) | 35,661 target | 4-year relative TSR vs Nasdaq Biotech Index; 0% <60th pct; 50% at 60th; 100% at 75th; 200% at 90th; 250% at 95th; capped at 100% if absolute TSR negative | Service through vesting date | Pure performance shares, no vest below 60th percentile . |
Other plan features:
- No excise tax gross-ups, limited perquisites, and formal clawback policy adopted Oct 2, 2023 under Rule 10D-1 .
- Hedging and pledging of company stock prohibited by Insider Trading Policy (limited exceptions subject to approval) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 759,129 shares; <1% of outstanding as of Mar 31, 2025 (table) (percent marker “*”). |
| Shares Acquirable within 60 Days | 680,343 shares via options/RSUs within 60 days (as of Mar 31, 2025) . |
| Outstanding 2024 Time-based Awards (as of issuance) | Options 90,000; RSUs 20,000 . |
| Outstanding 2024 Performance Awards | PCSO 87,481; PSU 35,661 target . |
| 2024 Exercises/Vesting (realized) | Exercised 149,108 options ($12,811,182 value realized); 20,000 shares vested from stock awards ($1,913,539) in 2024 . |
| Ownership Guidelines | NEOs (other than CEO): 3x base salary; 5-year compliance window; unearned PSUs and unexercised options excluded . |
| Compliance Status | As of Dec 31, 2024, all NEOs were in compliance or within phase-in period . |
| Hedging/Pledging | Prohibited (hedges, margin, pledging, short sales, derivatives) with limited exceptions requiring approval . |
Employment Terms
| Provision | Non-CIC Termination (Without Cause/Good Reason) | CIC Double-Trigger Termination (3 months before–12 months after CIC) |
|---|---|---|
| Cash Severance | 9 months base salary | 12 months base salary |
| Bonus | Pro rata target bonus for year of termination; prior year earned unpaid bonus | 100% of target bonus + prior year earned unpaid bonus |
| COBRA | Company-paid premiums for 9 months | Company-paid premiums for 12 months |
| Equity Acceleration | None (time-based) | Full acceleration of time-based equity; performance awards per award terms |
| Estimated 12/31/24 Economics | $417,000 base + $208,500 bonus + $31,421 COBRA = $726,421 total | $556,000 base + $278,000 bonus + $41,895 COBRA + $12,002,212 accelerated equity = $12,878,107 total |
| At-Will; Offer Letter | At-will; offer letter dated Apr 17, 2020 (CFO); President since Jan 2021 | |
| Clawback/Policies | Clawback policy in place; no excise tax gross-ups; minimal perquisites; 401(k) match and life insurance only . |
Compensation Structure Analysis
- Mix and leverage: 2024 increased target bonus to 50% of salary and delivered 150% payout on ambitious operational/financing goals; equity comprised time-based options/RSUs plus highly levered long-dated PCSOs and relative-TSR PSUs, pushing a greater share of value into multi-year performance risk .
- Governance quality: Independent Compensation Committee (chair: Annie Drapeau) advised by Pay Governance; strong policies (clawback, hedging/pledging bans, ownership guidelines); no single-trigger CIC, no tax gross-ups .
- Say-on-Pay support: 92% approval in 2024, indicating investor alignment with plan design .
- Peer benchmarking: Uses a late-stage biotech peer set; targets around 50th–75th percentile for equity; considers role criticality and retention .
Additional Performance & Track Record Indicators
- 2024 execution: Positive adult VAX-31 Phase 1/2 topline with BTD; infant program progress for VAX-24 and VAX-31; significant manufacturing build-out; two large follow-ons plus ATM totaling ~$2.6B, strengthening balance sheet .
- Equity linkage: 2024 Special Awards require exceptional price appreciation (PCSO average price ≥ $154.05) and top-decile TSR vs Nasdaq Biotech Index for maximum PSU payout—aligning payoff strictly with outsized stockholder returns .
Compensation & Equity Tables
Summary Compensation (select items)
| Item | 2023 | 2024 |
|---|---|---|
| Salary ($) | 517,000 | 556,000 |
| Non-Equity Incentive ($) | 290,813 | 417,000 |
| Stock Awards ($, ASC 718) | 937,575 | 6,878,329 (includes PSUs) |
| Option Awards ($, ASC 718) | 3,656,894 | 10,011,989 (includes PCSOs) |
| All Other Comp ($) | 12,996 | 14,799 |
| Total ($) | 5,415,277 | 17,878,117 |
2024 Grants Detail
| Award | Grant Date | Shares | Price/Value | Notes |
|---|---|---|---|---|
| Stock Options | Feb 29, 2024 | 90,000 | $73.82 strike | Time-based, monthly vest . |
| RSUs | Feb 29, 2024 | 20,000 | $1,476,400 grant-date value | Time-based, semi-annual vest after 6 months . |
| PCSO | Nov 7, 2024 | 87,481 | $102.70 strike; $154.05 average price hurdle | Service vest 3/4/5 years + price hurdle . |
| PSU (TRS-based) | Nov 7, 2024 | 35,661 target | Monte Carlo valued; 0–250% payout range | 4-year relative TSR vs NBI; cap at 100% if absolute TSR negative . |
Risk Indicators & Red Flags (from disclosures)
- Pledging/hedging prohibited; no related party transactions disclosed for Guggenhime; no tax gross-ups; no single-trigger CIC; robust clawback—low governance red-flag profile .
- Insider activity: 2024 option exercises and stock vesting occurred (see ownership table); ongoing activity subject to insider policy and windows .
Compensation Committee Analysis
- Committee: Annie Drapeau (Chair), John Furey, Peter Hirth, Heath Lukatch—independent; no interlocks .
- Consultant: Pay Governance; independence confirmed; peer group tailored to late-stage biotech with complex manufacturing; targets around median-to-upper quartile for equity .
Investment Implications
- Pay-for-performance alignment is tight: 2024 introduced PCSOs with a high absolute price hurdle and PSUs with demanding relative TSR gates—limiting windfalls and tying upside to durable outperformance; near-term selling pressure from these awards is low until hurdles are met .
- Retention risk appears contained: competitive cash/bonus (payouts at cap due to strong 2024), multi-year vesting, ownership guidelines, and CIC double-trigger protection collectively support continuity through pivotal Phase 3 and potential commercialization periods .
- Alignment and governance are strong: 92% Say-on-Pay support, clawback, anti-pledging/hedging, no tax gross-ups, and independent oversight reduce governance discount risk .
- Track record supports credibility: execution across clinical, manufacturing, and financing in 2024, plus multi-year TSR outperformance since IPO, suggest disciplined capital formation and milestone delivery under Guggenhime’s financial leadership .