Annie Drapeau
About Annie Drapeau
Independent director of Vaxcyte (PCVX) since September 2021; age 58. Former Chief People Officer at Toast and Moderna with earlier operating partner and EVP strategy/talent roles; holds a B.S. in Chemical Engineering (Bucknell; current Trustee) and an MBA from Dartmouth’s Tuck School. Core credentials in human capital, governance, and operating scale-ups in life sciences and technology-enabled businesses .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Toast, Inc. | Chief People Officer | May 2019 – May 2024 | Led people strategy through hypergrowth and public-company scale-up . |
| Moderna Therapeutics, Inc. | Chief People Officer | Oct 2016 – May 2019 | Built HR/talent platform during pivotal development phase . |
| Bain Capital | Operating Partner | Apr 2015 – Oct 2016 | Operating value-creation focus . |
| Iron Mountain Inc. | EVP, Strategy & Talent | Mar 2010 – Mar 2015 | Enterprise information management; strategy and talent oversight . |
| VistaPrint | Chief People Officer | Not disclosed | Senior HR leadership . |
| Digitas | Chief People Officer | Not disclosed | Senior HR leadership . |
| JPMorgan; PepsiCo | Finance roles (early career) | Not disclosed | Foundational finance experience . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bucknell University | Board of Trustees (member) | Current | Governance of alma mater (non-profit) . |
- No current public company directorships disclosed in the proxy biography other than PCVX .
Board Governance
| Body | Role | 2024 Meetings Held | Attendance |
|---|---|---|---|
| Board of Directors | Director (Independent) | 10 | ≥75% (each current director met this threshold) . |
| Compensation Committee | Chair | 6 | ≥75% . |
| Nominating & Corporate Governance Committee | Member | 2 | ≥75% . |
- Independence: The Board determined Ms. Drapeau is independent under Nasdaq standards; all committee members meet SEC/Nasdaq independence requirements .
- Stock ownership guidelines: Non-employee directors required to hold shares equal to 4x annual cash retainer; expected within five years. As of Dec 31, 2024, all directors/officers were compliant or within phase-in .
- Anti-hedging/pledging: Company prohibits pledging and hedging transactions in company stock, with limited pre-approved exceptions; also prohibits short sales and derivatives on company stock .
- Committee process: Compensation Committee uses independent consultant (Pay Governance); no interlocks or insider participation reported .
Fixed Compensation (Director)
| Component (2024) | Amount |
|---|---|
| Fees Earned (cash) – Annie Drapeau | $67,500 |
| Stock Awards (grant-date fair value, ASC 718) | $112,391 |
| Option Awards (grant-date fair value, ASC 718) | $330,130 |
| Total (2024) | $510,021 |
- Director fee schedule (effective Apr 1, 2024): Board member annual retainer $50,000 (up from $40,000 for Q1 2024); Compensation Chair $15,000; Nominating & Corporate Governance member $5,000; Audit Committee member $10,000 (for reference) .
Performance Compensation (Director Equity Structure)
| Component | Target Value | Vesting | Change-in-Control Treatment |
|---|---|---|---|
| Initial Grant (at first appointment) | $800,000 (options) | 36 months: 1/3 on 1st anniversary; remainder monthly thereafter; continued service required . | Initial Grant fully vests upon change in control (continued service through event) . |
| Annual Grant (each AGM) – Options | 75% of $450,000 | Vests monthly; fully vested by earlier of 1st anniversary or day prior to next AGM; continued service required . | Fully vests upon change in control (continued service through event) . |
| Annual Grant (each AGM) – RSUs | 25% of $450,000 | Fully vests by earlier of 1st anniversary or day prior to next AGM; continued service required . | Fully vests upon change in control (continued service through event) . |
- Equity award practice: Options are granted at or above fair market value on the grant date; annual equity approval cadence and grant-timing practices designed to align with disclosure windows .
Other Directorships & Interlocks
- Interlocks: None reported; no PCVX executives serve on other boards that include PCVX directors on their comp committees, and no comp committee members are current/former PCVX officers .
- Related-party exposure: No related-person transactions disclosed for Ms. Drapeau; company applies a formal Related Person Transaction Policy and indemnification framework for directors/officers .
Expertise & Qualifications
- Human resources/talent, governance/ethics, executive leadership, international business, risk management, strategic planning, and public-company experience (per skills matrix) .
- Industry/operating background across biotech, enterprise services, and technology-enabled businesses; engineering and MBA academic credentials .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 76,020 (<1% of outstanding) . |
| Right to acquire within 60 days (options/RSUs) | 70,395 shares . |
| Outstanding equity awards at 12/31/2024 | Stock awards: 1,550; Options: 71,000 . |
| Stock pledging/hedging | Prohibited by policy; no pledging disclosed . |
| Ownership guideline (non-employee director) | 4x annual cash retainer; compliant or within phase-in as of 12/31/2024 . |
Insider Trades (Form 4s)
| Date (Trans./Filing) | Type | Securities | Terms | Source |
|---|---|---|---|---|
| 2025-06-12 (filed 2025-06-16) | Annual director grant | 3,041 RSUs; 15,372 options | RSUs vest at earlier of 6/12/2026 or day prior to next AGM; options at $34.46 exercise, vest monthly and fully vest by earlier of 6/12/2026 or day prior to next AGM (continued service); non-open market awards . | |
| 2024-06-06 (filed 2024-06-10) | Annual director grant | 1,550 RSUs (plus related option grant per policy) | RSUs vest at earlier of 1-year or day prior to next AGM; director annual equity program disclosed in proxy . |
Governance Assessment
-
Strengths
- Independent director; chairs Compensation Committee and serves on Nominating & Corporate Governance; no interlocks; uses independent comp consultant; strong say-on-pay support (92% in 2024) .
- Good attendance: all current directors met ≥75% attendance; board met 10x; committees met regularly (Comp: 6; NCG: 2) .
- Alignment mechanisms: robust stock ownership guidelines; prohibition on hedging/pledging; annual director equity program to align with shareholders .
- No related-party transactions involving Ms. Drapeau disclosed .
-
Watch items
- Director equity fully vests on single-trigger change in control (Initial and Annual Grants), which some investors may view as less stringent than double-trigger; however, structure is transparent and standard in parts of biotech .
- Director pay mix is equity-heavy (annual $450k grant value) alongside cash retainers (board retainer increased to $50k effective Apr 1, 2024), amplifying alignment but increasing dilution sensitivity .
Overall, Ms. Drapeau brings deep HR/talent and governance expertise, chairs a fully independent Compensation Committee with external advisor support, shows adequate engagement, and has no disclosed conflicts—factors supportive of board effectiveness and investor confidence .