Grant Pickering
About Grant Pickering
Grant E. Pickering, 57, is Vaxcyte’s co-founder, Chief Executive Officer, and a director since November 2013. He holds a B.S. in Marketing from Penn State University and an MBA from Georgetown University, and previously served as Strategic Advisor at Atreca, CEO of Mymetics, Executive-in-Residence at Kleiner Perkins, and SVP of Operations at Dendreon; he is also a director at Athira Pharma (since January 2022) . Under his tenure, Vaxcyte delivered cumulative TSR of 213% from IPO (June 12, 2020) to December 31, 2024, outperforming the Nasdaq Composite (101%) and Nasdaq Biotech (7%); TSR rose 30% in 2024, ranking 77th percentile vs the peer group . 2024 strategic achievements included positive adult Phase 1/2 data for VAX-31, FDA Breakthrough Therapy Designation for VAX-31 in adults, advancing infant programs, and ~$2.6B gross equity proceeds, bolstering balance sheet strength .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vaxcyte (formerly SutroVax) | Co-founder, CEO; Director | Nov 2013–present | Built PCV franchise; achieved BTD for adult programs; strong TSR |
| Atreca | Strategic Advisor | May 2013–Apr 2015 | Early-stage R&D advisory experience |
| Mymetics | Chief Executive Officer | — | Led vaccine development; virosomal platforms |
| Kleiner Perkins | Executive-in-Residence | — | Company building and operating support |
| Dendreon | SVP Operations | — | Biopharma operations leadership |
| Juvaris BioTherapeutics | CEO & Director | Mar 2008–Dec 2023 | Leadership at privately-held biopharma |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Athira Pharma (NASDAQ: ATHA) | Director | Jan 2022–present | Public biotech board service |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 600,666 | 640,000 | 700,000 |
| Target Bonus (%) | 55% | 60% | 65% |
| Target Bonus ($) | 429,476 | 384,000 | 455,000 |
| Actual Bonus Paid ($) | 429,476 | 480,000 | 682,500 |
| Bonus Payout Multiple | 150% (incl. discretionary) | 125% | 150% |
Performance Compensation
Annual Bonus Program (FY 2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate Base Goals (adult VAX-31 milestones; infant PCV progress; Lonza suite buildout; VAX-A1; pipeline; financing; budget/talent/headquarters) | 100% | Achieve milestone set across programs | Achieved; strong execution across programs and financings | 100% | N/A |
| Stretch Goals | 50% | Elevated outcomes across key objectives | 25% achieved; remaining 25% deemed achieved due to strategic deferral and overperformance | 50% | N/A |
| Total Payout | 150% | — | Certified at 150% | 150% | N/A |
Special Outperformance and Recognition Awards (granted Nov 7, 2024)
| Instrument | Shares | Price/Hurdle | Vesting | Performance Condition | Notes |
|---|---|---|---|---|---|
| PCSO (performance-contingent stock options) | 197,784 | Exercise blocked until 1-year avg closing price ≥ $154.05 (150% of grant-date price $102.70) | 1/3 on each of 3rd, 4th, 5th anniversary (service condition) | Stock price average threshold; 10-year term | Ambitious hurdle; alignment with long-term value |
| PSU (performance RSUs) | 80,625 target | Relative TSR vs Nasdaq Biotech Index peer set | Service condition, 4-year performance period | Payout schedule: 60th percentile=50%; 75th=100%; 90th=200%; ≥95th=250%; capped at 100% if absolute TSR negative | Strongly pay-for-performance |
Annual Equity Grants
| Grant Component | Shares | Exercise/Grant Price | Vesting |
|---|---|---|---|
| Stock Options (Feb 29, 2024) | 205,000 | $73.82 | 1/48 monthly over 4 years |
| RSUs (Feb 29, 2024) | 45,000 | $73.82 grant-date per share value | 1/4 at 6 months; then 1/8 semi-annually |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,969,153 shares; 1.5% of outstanding |
| Shares Acquirable within 60 Days | 1,313,032 shares (options/RSUs) |
| Trust Holdings | 272,430 shares held by trusts for children |
| Unvested RSUs (market value basis at 12/31/24 close $81.86) | 17,969 ($1,470,943); 26,938 ($2,205,145); 33,750 ($2,762,775) |
| Special Awards Outstanding | PCSO 197,784; PSU 80,625 target |
| Stock Ownership Guidelines | CEO 6x base salary; compliance or within phase-in as of 12/31/24 |
| Hedging/Pledging | Prohibited by Insider Trading Policy (exceptions only with GC/CCO approval) |
| Trading Plans (Rule 10b5-1) | CEO plan adopted Apr 12, 2024; terminated Dec 31, 2024; authorized potential sales incl. trust holdings |
Employment Terms
| Provision | Term |
|---|---|
| Employment Agreement | Dated Jan 21, 2016; at-will |
| Severance (non-CIC) | Lump sum: 12 months base; pro-rata target bonus; prior-year earned bonus; COBRA premiums for severance period; release required |
| Severance (double-trigger CIC: terminations 3 months before to 12 months after CIC) | Lump sum: 18 months base; 150% target bonus; prior-year earned bonus; COBRA premiums; full vesting of time-based equity; performance awards per grant terms; release required |
| Potential Payments (12/31/24 scenario) | Non-CIC: $700,000 base + $455,000 bonus + $41,895 COBRA = $1,196,895 ; CIC: $1,050,000 base + $682,500 bonus + $26,144,405 accelerated equity + $62,843 COBRA = $27,939,748 |
Board Governance
- Board structure and independence: CEO not independent; majority independent board; committee independence affirmed .
- Chair/CEO roles separated; chair is Carlos Paya; oversight rationale documented .
- Committee memberships: CEO is not listed as a member of Audit, Compensation, or Nominating committees .
- Attendance: Each director attended ≥75% of board/committee meetings in 2024; board met 10 times .
- Director compensation: CEO receives no additional compensation for board service .
Director Compensation (for context; CEO excluded)
- Non-employee director program: Initial option ~$800,000 equivalent; annual grant ~$450,000 (75% options, 25% RSUs); cash retainers increased in 2024 ($85,000 chair; $50,000 member) .
Compensation Peer Group and Policy
- 2024 peer group included: ACADIA, Apellis, Arcus, Arrowhead, BridgeBio, Cerevel, Corcept, CRISPR, Cytokinetics, Denali, Exelixis, Immunovant, Intra-Cellular, Insmed, Intellia, Karuna, Mirati, Prothena, Revolution Medicines .
- Targeting policy: compensation referenced to 50th–75th percentile; Pay Governance independent consultant; no strict percentile targeting .
Say-on-Pay & Shareholder Feedback
| Year | Approval (%) |
|---|---|
| 2023 (vote held June 2023) | >89% |
| 2024 (vote held June 2024) | 92% |
Risk Indicators & Red Flags
- Clawback policy adopted Oct 2, 2023 per SEC/Nasdaq Rule 10D-1; recovers erroneously awarded incentive comp upon restatement (3-year lookback) .
- Hedging/pledging prohibited; margin purchases and derivatives restricted; limited exceptions require approval .
- Related-party transactions: none noted involving CEO; board affirmed independence with respect to a sublease involving another director (Gilbert) .
- Section 16 compliance: one late Form 4 disclosed for another executive (not CEO) due to broker delay .
- Trading arrangements: CEO terminated a 10b5-1 plan on Dec 31, 2024, initially adopted Apr 12, 2024 (covered personal and trust shares) .
Performance & Track Record Highlights
- Adult PCV (VAX-31) Phase 1/2: positive topline data; robust OPA responses; superiority for 11 incremental serotypes; non-inferiority met/exceeded for common serotypes vs PCV20; BTD granted by FDA .
- Pediatric PCV programs: VAX-24 infant Phase 2 mid-dose selected; robust IgG/OPA memory responses; VAX-31 infant Phase 2 initiated and advanced to final stage .
- Capital strength: Two follow-on offerings (Feb 2024: ~$862.5M; Sept 2024: ~$1.5B) and ~$200.3M ATM sales; aggregate ~$2.6B gross proceeds .
- TSR outcomes: 2024 TSR +30% and 77th percentile vs peer group; cumulative TSR since IPO +213% .
Investment Implications
- Pay-for-performance alignment: 2024 bonuses paid at 150% driven by clear program milestones and financings; special PCSO/PSU awards embed stringent hurdles (stock price average ≥$154.05; relative TSR ≥60th percentile for any payout), indicating strong alignment with shareholder value creation .
- Retention and dilution considerations: Large special awards ($25M grant-date value for CEO) create meaningful retention hooks through long-dated, performance-contingent vesting; monitor dilution and future equity usage relative to peers .
- Change-in-control economics: Double-trigger severance includes 18 months base and 150% bonus plus full vesting of time-based equity; potential accelerated option value is substantial under in-the-money conditions—investors should factor CIC scenarios into governance and deal modeling .
- Governance quality: Separation of Chair/CEO, independent committees, high board attendance, strong clawback and anti-hedging/pledging policies support governance; sustained high say-on-pay approvals (89–92%) indicate shareholder support of compensation design .
- Trading signals: The termination of a CEO 10b5-1 plan (Dec 2024) removes pre-programmed selling and may affect near-term insider selling dynamics; continue to monitor Form 4 cadence and any new trading plan adoptions .