Heath Lukatch
About Heath Lukatch
Heath Lukatch, Ph.D., 57, has served as an independent director of Vaxcyte (PCVX) since May 2018. He is Founder and Managing Partner of Red Tree Venture Capital, with prior senior investing roles at TPG, Novo Ventures, Piper Jaffray Ventures and SightLine Partners; he holds a B.A. in Biochemistry from UC Berkeley and a Ph.D. in Neuroscience from Stanford (DOD USAF Fellow) . He is nominated for re-election as a Class II director at the June 12, 2025 annual meeting to serve through 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TPG Inc. (TPG Biotech; TPG Growth/RISE) | Partner & Managing Director (Biotech); Partner (Growth/RISE) | 2015–2017; 2018–2020 | Investor leadership across life sciences |
| Novo Ventures | Co-founder, SF office; Partner | 2006–2015 | Built venture practice; life sciences investing |
| Piper Jaffray Ventures; SightLine Partners | Managing Director | Prior to 2006 | Biotechnology venture investments |
| McKinsey & Company | Strategy Consultant | Prior to investing | Strategy consulting expertise |
| AutoMate Scientific, Inc. | Co-founder & CEO | Prior to investing | Operated biotech instrumentation company |
| Chiron; Roche Bioscience; Cetus | Bench Scientist | Prior | Molecular biology, electrophysiology, protein chemistry |
| Inogen, Inc. (public) | Chairman | Dec 2006–Mar 2022 | Board leadership |
| Satsuma Pharmaceuticals, Inc. (public) | Chairman | Dec 2016–Jun 2023 | Board leadership |
| Engage Therapeutics, Inc. (private) | Chairman | Sep 2017–Jun 2020 | Acquired by UCB |
| Flexion Therapeutics, Inc. (public) | Director | Dec 2012–Nov 2021 | Company acquired by Pacira |
External Roles
| Organization | Type | Role | Tenure |
|---|---|---|---|
| Engrail Therapeutics | Private | Director | Since Mar 2024 |
| Acrigen Biosciences | Private | Board Chair | Since Jul 2021 |
| Excellergy Therapeutics | Private | Director | Since Jan 2021 |
| Magnus Medical, Inc. | Private | Board Chair | Since Dec 2020 |
| Bicara Therapeutics | Private | Director | Jul 2023–Sep 2024 |
| Virsti Therapeutics | Private | Director | Apr 2021–Apr 2023 |
| Cargo Therapeutics, Inc. | Public (IPO Nov 2023) | Director | Jan 2021–Nov 2023 (ceased at IPO) |
| ViaCyte Inc. | Private | Director | Nov 2018–Dec 2020 |
| Ceribell, Inc. | Private | Director | Sep 2018–Dec 2020 |
| Halo Neuroscience | Private | Director | Nov 2017–Oct 2020 |
Board Governance
- Committee assignments: Compensation Committee member (chair: Annie Drapeau); other members: John Furey and Peter Hirth (Hirth serves until the 2025 annual meeting) .
- Independence: Board determined Lukatch is independent under Nasdaq standards .
- Attendance: Board met 10 times in 2024; each current director attended at least 75% of Board and committee meetings on which they served .
- Board structure: Non-executive Chairman (Carlos Paya); CEO not independent; committee charters and governance guidelines publicly available .
Fixed Compensation
| Component | Heath Lukatch (2024) | Notes |
|---|---|---|
| Fees Earned (Cash) | $55,000 | Comprised of board retainer and committee fees per schedule below |
| Annual Board Member Retainer | $50,000 (effective Apr 1, 2024; $40,000 for Q1) | Paid quarterly in arrears |
| Compensation Committee Member Fee | $7,500 per year | Paid quarterly |
| Audit Committee Chair / Member Fees | $20,000 (chair) / $10,000 (member) | Not applicable to Lukatch |
| Nominating & Gov Committee Chair / Member Fees | $10,000 (chair) / $5,000 (member) | Not applicable to Lukatch |
| Expense Reimbursement | Ordinary and reasonable out-of-pocket travel | Policy applies to all directors |
Performance Compensation
| Equity Component | Grant Mechanics | Vesting | 2024 Value/Units |
|---|---|---|---|
| Annual Grant | $450,000 equivalent value; 75% options, 25% RSUs | Options vest monthly, fully by ~1 year; RSUs fully vest by ~1 year; full acceleration upon change in control | Stock awards $112,391; option awards $330,130; total $442,521 |
| Initial Grant (on first election) | $800,000 equivalent value options | 1/3 on 1-year anniversary; remainder monthly over 36 months | Not applicable (elected in 2018) |
| Grant Practices | Options strike = closing market price at grant; timing avoids MNPI windows | Governance-aligned timing; clawback policy covers incentive comp for officers (not directors) | — |
Vesting detail: Director annual options and RSUs vest over one year, with full acceleration upon change-in-control; options are granted at fair market value on grant date; awards timing aligned to earnings releases; hedging/pledging of company stock is prohibited under Insider Trading Policy .
Other Directorships & Interlocks
| Relationship | Observation |
|---|---|
| Public boards | Previously served on Inogen, Flexion, Satsuma; no current public company boards disclosed . |
| Company transactions | Board considered a July 1, 2024 sublease with Cargo Therapeutics (where another director, Halley Gilbert, is CLO) and concluded her independence was not affected; no related-party transactions disclosed involving Lukatch . |
Expertise & Qualifications
- Deep venture investing and life sciences operating experience; prior board leadership across biopharma and medtech .
- Scientific credentials (Ph.D. Neuroscience, Stanford; DOD USAF Fellow) and bench research background spanning molecular biology and electrophysiology .
- Strategic, M&A, capital markets, and corporate governance competencies reflected in board skills matrix .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Heath Lukatch | 67,020 | <1% | Beneficial ownership includes options/RSUs exercisable/vestable within 60 days of Mar 31, 2025 |
| Outstanding Awards (12/31/2024) | Stock awards outstanding: 1,550; Options outstanding: 62,000 | — | Counts as of FY-end |
| Ownership Guidelines | Directors must hold shares equal to 4x annual cash retainer; compliance required within 5 years | Compliance | As of Dec 31, 2024, all directors/NEOs were in compliance or within phase-in period |
| Hedging/Pledging | Prohibited under Insider Trading Policy | Alignment | Reinforces long-term alignment |
Governance Assessment
- Board effectiveness: Lukatch strengthens Compensation Committee with venture and operating experience; independence affirmed and attendance above minimum thresholds supports engagement .
- Alignment: Director pay balanced between cash retainer and at-risk equity with short vesting and change-in-control acceleration; ownership guidelines (4x retainer) plus anti-hedging/pledging policy support alignment with shareholders .
- Conflicts: No related-party transactions disclosed involving Lukatch; his venture roles span multiple private life sciences companies, but no PCVX-related dealings noted. Board’s handling of another director’s Cargo sublease indicates active conflict review process .
- Signals: Re-nomination as Class II director, continued Compensation Committee service, and consistent attendance support investor confidence; no red flags observed (no hedging/pledging; no loans; no director-specific tax gross-ups or perquisites) .
RED FLAGS: None disclosed specific to Lukatch. Monitor future committee re-balancing post-Hirth retirement and any Red Tree-related interactions for potential related-party exposure .