Carlos Paya
About Carlos Paya
Carlos Paya, M.D., Ph.D. (age 66) is the independent Chairman of Vaxcyte’s Board, serving since October 2021. He is a Venture Partner at Abingworth (Carlyle), chairs Highlight Therapeutics, and serves as Senior Advisor to Ysios Capital and Launch Therapeutics. Previously, he was Chair and director at Standard BioTools (2017–2024), a director at Mallinckrodt (2019–2022), President/CEO/Director of Immune Design (2011–2019), President of Elan (2008–2011), and VP at Eli Lilly (2001–2008); earlier he was a professor and vice dean at Mayo Clinic. He holds M.D. and Ph.D. degrees from the University of Madrid and completed postdoctoral training at Institut Pasteur, Paris .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Standard BioTools, Inc. | Director; Chairman (from May 2020) | Mar 2017 – Jan 2024 | Led Board through merger with SomaLogic in Jan 2024 |
| Mallinckrodt Pharmaceuticals | Director | May 2019 – Jun 2022 | Board oversight during restructuring cycle |
| Immune Design Corp. | President, CEO, Director | May 2011 – May 2019 | Led sale to Merck in 2019 |
| Elan Corporation | President | Nov 2008 – Apr 2011 | Corporate leadership pre-acquisition by Perrigo |
| Eli Lilly & Company | Vice President, Lilly Research Laboratories | Sep 2001 – Nov 2008 | Senior R&D leadership |
| Mayo Clinic | Professor of Medicine/Immunology/Pathology; Vice Dean (Clinical Investigation) | Jan 1991 – Aug 2001 | Academic leadership and research |
External Roles
| Organization | Role | Since |
|---|---|---|
| Abingworth (Carlyle) | Venture Partner | Jan 2020 |
| Highlight Therapeutics S.L. | Chairman, Board of Directors | Jan 2020 |
| Ysios Capital | Senior Advisor | Ongoing |
| Launch Therapeutics | Senior Advisor | Ongoing |
Board Governance
- Board leadership: Independent Chairman (separate from CEO); Board affirms this structure provides balanced oversight .
- Independence: Board determined Dr. Paya is independent under Nasdaq standards .
- Committees: Not listed as member or chair of Audit, Compensation, or Nominating & Corporate Governance Committees in 2024; serves as Board Chair .
- Meetings and attendance: Board met 10 times in 2024; each current director attended at least 75% of Board and applicable committee meetings .
- Stock ownership guidelines: Directors must hold stock equal to 4x annual cash retainer within five years; as of Dec 31, 2024, all directors were compliant or within the phase-in period .
- Anti-hedging/pledging: Insider Trading Policy prohibits hedging and pledging, with limited pre-approved exceptions .
Fixed Compensation
2024 non-employee director compensation for Dr. Paya:
| Component | Amount (USD) |
|---|---|
| Fees Earned (Cash) | $82,500 |
| Stock Awards (Grant-date fair value) | $112,391 |
| Option Awards (Grant-date fair value) | $330,130 |
| Total | $525,021 |
Non-employee director program (effective April 1, 2024):
- Cash retainers: Board Chair $85,000; Board member $50,000; Audit Chair $20,000/Member $10,000; Compensation Chair $15,000/Member $7,500; Nominating Chair $10,000/Member $5,000 .
- Equity: Initial option grant with $800,000 value; annual equity grant $450,000 (75% option, 25% RSU); annual option vests monthly to next AGM, RSUs vest by first anniversary/next AGM; full vesting on change-in-control subject to service .
- Note: Chair retainer rose from $75,000 to $85,000 (and member retainer from $40,000 to $50,000) effective April 1, 2024, lifting fixed cash vs. 2023 levels .
Performance Compensation
- Non-employee directors do not have performance-based cash metrics; equity grants are time-based with service-vesting and change-in-control vesting provisions per policy .
- Dr. Paya’s outstanding awards at 12/31/2024: 1,550 stock awards; 71,000 options .
Other Directorships & Interlocks
| Company | Type | Status | Notes |
|---|---|---|---|
| Standard BioTools, Inc. | Public | Former Director; Chair through May 2020–Jan 2024 | Ended service upon merger with SomaLogic |
| Mallinckrodt Pharmaceuticals | Public | Former Director | 2019–2022 |
| Immune Design Corp. | Public (acquired) | Former President/CEO/Director | Acquired by Merck in 2019 |
- Compensation Committee interlocks: None reported for the committee (members are independent; no officer interlocks) .
- Related-party transactions: Proxy details policies and indemnification; no specific related-person transactions disclosed involving Dr. Paya since Jan 1, 2024 .
Expertise & Qualifications
- Skills matrix indicates Dr. Paya brings strengths across Audit/Accounting, Business Operations, Drug Development, Executive Leadership, Finance/Capital Markets, M&A, Operations/Supply Chain, Risk Management, Scientific Research, Stakeholder/IR, Strategic Planning, and Public Company Director/Executive experience .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (shares) | 76,020 (<1%) |
| Shares exercisable/vestable within 60 days (included above) | 70,395 |
| Holding structure | Includes holdings via a revocable trust of which Dr. Paya is sole trustee |
| Ownership guidelines | Directors must maintain 4x retainer; all directors compliant or within phase-in as of 12/31/2024 |
| Pledging/Hedging | Prohibited under Company policy (limited exceptions with approval) |
Governance Assessment
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Positive signals:
- Independent Chair structure with clear separation from CEO role enhances oversight .
- Independence affirmed; strong attendance record standard met by all directors in 2024 .
- Material equity component in director pay and ownership guidelines support alignment with shareholders .
- Anti-hedging/pledging policy reduces alignment risks .
- Say-on-pay (company-wide) received 92% support in 2024, indicating general investor confidence in governance/compensation practices .
-
Watch items / potential conflicts:
- Multiple external roles in life sciences investing and company advising (Abingworth/Carlyle, Ysios, Launch Therapeutics) could present situational conflicts; however, no related-person transactions involving Dr. Paya are disclosed in the proxy .
- Fixed director retainers increased in 2024 (Chair +$10k; Member +$10k); while not unusual for late-stage biotech scale-up, it modestly shifts mix toward guaranteed cash .
-
Committees:
- As Board Chair, Dr. Paya does not serve on standing committees; committee independence and composition otherwise meet Nasdaq/SEC standards .