Jacks Lee
About Jacks Lee
Jacks Lee, 61, is an independent Class II director of Vaxcyte (PCVX) since November 2023. He is President/Owner of JL Innovative Transformations LLC (founded June 2022) and formerly served as SVP, Global Manufacturing & Supply at Merck (2014–June 2023), with prior senior manufacturing roles at Sanofi and predecessors (1988–2007). He holds an M.S. in Industrial Management (University of Central Missouri) and a B.S. in Industrial Engineering (University of Wisconsin—Madison) . The Board has affirmatively determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | SVP, Global Manufacturing & Supply | 2014 – Jun 2023 | Led global strategic supply/manufacturing; vaccines/biologics focus |
| Merck & Co., Inc. | Various roles | 2007 – Jun 2023 | Increasing responsibility in global manufacturing/supply |
| Sanofi Aventis & predecessors | Head, Manufacturing Global Pharmaceutical Products | 2002 – 2004 | Manufacturing leadership |
| Sanofi Aventis & predecessors | Head, Manufacturing Vaccines & Biologics | 2004 – 2007 | Vaccines/biologics manufacturing leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JL Innovative Transformations LLC | President & Owner | Jun 2022 – Present | Advisory/consulting firm founder |
| G1 Therapeutics, Inc. | Director (public) | Jun 2022 – Sep 2024 (acquired by Pharmacosmos A/S) | Board member |
Board Governance
- Independence: Board determined Lee (and all committee members) meet Nasdaq and SEC independence standards; full board independence disclosure provided (CEO excluded) .
- Board/Committee attendance: Board met 10 times in 2024; each current director attended ≥75% of board and committee meetings during periods of service .
- Committee assignments (2024 composition):
- Audit Committee: Member; committee held 4 meetings in 2024; current membership is Teri Loxam (Chair), Halley Gilbert, and Jacks Lee .
- Skillset relevance (matrix): Manufacturing, Operations/Supply Chain, Risk Management, Finance/Capital Markets, Audit/Accounting, Executive Leadership among others .
| Committee | 2024 Meetings | 2024 Role for Lee |
|---|---|---|
| Audit | 4 | Member |
| Compensation | 6 | Not a member |
| Nominating & Corporate Governance | 2 | Not a member |
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| 2024 Fees Earned (cash) – J. Lee | $57,500 | Actual fees earned in 2024 |
| Board cash retainer (effective Apr 1, 2024) | $50,000 per year (member); $85,000 (Chair) | Increased from $40,000 and $75,000 respectively (Jan 1–Mar 31, 2024) |
| Audit Committee retainer | $10,000 member; $20,000 chair | Lee is a member |
| Meeting fees | Not disclosed | — |
Performance Compensation
| Equity Element | 2024 Grant to J. Lee (Grant-date Fair Value) | Vesting / Terms |
|---|---|---|
| Stock Awards (RSUs) | $112,391 | Annual RSU fully vests by earlier of 1-year anniversary or day prior to next AGM |
| Option Awards | $330,130 | Annual options vest monthly; fully vested by earlier of 1-year anniversary or day prior to next AGM; options priced at FMV |
| Program Structure (Directors) | Initial Grant = $800,000 option value; Annual Grant = $450,000 (75% options / 25% RSUs) | Initial option vests over 36 months (1/3 at year 1, then monthly); change-in-control accelerates vesting of Initial and Annual grants |
| 2023 Appointment Terms | Initial option: 30,000 options; Annual option: 15,000; Annual RSU: 2,500 | Appointment 8-K; cash: $40,000 board, $10,000 Audit member at time of appointment |
Equity grant fair values are accounting values under ASC 718 and may differ from realized value .
Other Directorships & Interlocks
| Company | Type | Potential Overlap / Interlock |
|---|---|---|
| G1 Therapeutics, Inc. (public) | Director (Jun 2022–Sep 2024) | No disclosed related-party transactions with Vaxcyte; Board affirmed Lee’s independence; Item 404(a) check negative at appointment |
Expertise & Qualifications
- 30+ years leading global pharma/vaccine manufacturing and supply; deep vaccines/biologics operations experience .
- Skills matrix flags: Manufacturing; Operations/Supply Chain; Risk Management; Audit/Accounting; Finance/Capital Markets; Executive leadership .
- Education: M.S. Industrial Management (U. Central Missouri); B.S. Industrial Engineering (U. Wisconsin–Madison) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (Mar 31, 2025) | 21,645 shares | <1% of outstanding |
| Shares acquirable within 60 days (options/RSUs) | 21,645 | Included in beneficial ownership |
| Stock awards outstanding (Dec 31, 2024) | 1,550 | Director equity outstanding counts |
| Options outstanding (Dec 31, 2024) | 37,250 | Director equity outstanding counts |
| Pledging/Hedging | Prohibited by company policy; no pledges disclosed | Insider Trading Policy bans pledging/hedging; no Lee-specific pledges disclosed |
Related-Party Transactions & Conflicts
- Appointment 8-K states no arrangements/understandings for selection and no transactions reportable under Item 404(a) (related-person) .
- 2025 independence review raised no Lee-specific concerns; only CARGO sublease for another director was considered and deemed non-impactful .
- Standard company indemnification agreement executed with Lee .
Director Stock Ownership Guidelines
| Role | Guideline | Compliance Status |
|---|---|---|
| Non-Employee Director | 4x annual cash retainer (converted to fixed shares) | As of Dec 31, 2024, all directors were in compliance or within the 5-year phase-in period |
Say-on-Pay & Shareholder Feedback (context for governance quality)
- 2024 Say-on-Pay: 92% approval, indicating strong investor support for compensation practices .
- Annual Say-on-Pay frequency policy maintained; 2025 proxy includes advisory vote .
Clawback, Hedging/Pledging, and Compensation Governance
- Clawback Policy adopted Oct 2, 2023; requires recovery of erroneously awarded incentive compensation on restatement per SEC/Nasdaq rules .
- Insider Trading Policy prohibits pledging, hedging, short sales, margin purchases; exceptions only with approvals and legal compliance .
- Compensation Committee comprised solely of independent directors; retains independent consultant (Pay Governance) for both executive and director pay .
Governance Assessment
- Strengths:
- Independence affirmed; sits on Audit Committee with independent members and financial expert chair; attendance above 75% threshold .
- Deep manufacturing and supply chain expertise aligns with Vaxcyte’s vaccine manufacturing and commercialization roadmap—enhances board effectiveness in CMC/risk oversight .
- Director equity structure (options + RSUs) and ownership guidelines promote alignment; company prohibits hedging/pledging; robust clawback in place .
- Monitoring points:
- Beneficial ownership stake is modest (<1%), though typical for outside directors and subject to 5-year guideline phase-in .
- Concentration on Audit only (no Compensation/NCG seats) limits cross-committee exposure; not inherently negative but relevant to overall board workload balance .
- Red Flags: None disclosed—no related party transactions; independence affirmed; no attendance issues; no hedging/pledging; no legal proceedings disclosed for Lee .
Appendix: Director Compensation Detail (2024)
| Name | Fees Earned (Cash) | Stock Awards (ASC 718) | Option Awards (ASC 718) | Total |
|---|---|---|---|---|
| Jacks Lee | $57,500 | $112,391 | $330,130 | $500,021 |
| Outstanding Director Awards (as of Dec 31, 2024) | Count |
|---|---|
| Stock Awards (RSUs/DSUs) – J. Lee | 1,550 |
| Stock Options – J. Lee | 37,250 |
| Director Program (effective Apr 1, 2024) | Amount / Terms |
|---|---|
| Annual Board Cash Retainer | $50,000 (member); $85,000 (Chair) |
| Audit Committee | $10,000 (member); $20,000 (Chair) |
| Compensation Committee | $7,500 (member); $15,000 (Chair) |
| Nominating & Corporate Governance | $5,000 (member); $10,000 (Chair) |
| Initial Equity Grant (new director) | $800,000 option value; 36-month vesting (1/3 at year 1, then monthly) |
| Annual Equity Grant | $450,000 total: 75% options (monthly vest), 25% RSUs (annual vest) |
| CIC Treatment | Initial and Annual Grants fully vest upon change in control (service through date required) |
Sources
- Vaxcyte 2025 DEF 14A (filed Apr 28, 2025): director biographies; independence; committees; meeting/attendance; director compensation; ownership; policies .
- Vaxcyte 2023 8-K (Nov 28, 2023): appointment of Jacks Lee; independence; initial option grant; cash fees; indemnification agreement; Item 404(a) negative .