Jim Wassil
About Jim Wassil
Jim Wassil (age 55) is Executive Vice President and Chief Operating Officer of Vaxcyte, serving as COO since December 2019 and EVP since March 2022. He previously held senior vaccine leadership roles at Pfizer (Global Health & Value Vaccines), Novartis (Global meningococcal vaccines development and U.S. marketing), and Merck (international marketing for pediatric vaccines and earlier technical roles). He holds a B.S. in Chemistry/Biology from the University of Notre Dame and an M.S. in Bioorganic Chemistry and an MBA from Lehigh University; he is a member of the Infectious Diseases Society of America. Company performance context during his tenure: Vaxcyte’s cumulative TSR from June 12, 2020 through Dec 31, 2024 was 213%, outperforming the Nasdaq Composite (101%) and Nasdaq Biotechnology Index (7%); the company’s TSR rose 30% YoY in 2024 (77th percentile vs peer group), and NEO bonuses were certified at 150% of target for 2024 based on corporate goal achievement .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pfizer Inc. | Vice President & Global Health and Value Business Unit Lead, Vaccines | 2015–2019 | Led market access, pricing, policy, tender negotiations, epidemiology and outcomes across the vaccine portfolio including Prevnar . |
| Novartis AG | Head, Global Product Development Meningococcal Vaccines; Head, U.S. Marketing Meningococcal Vaccines | 2008–2015 | Led development and launch programs for meningococcal vaccines (e.g., Menveo, Bexsero) . |
| Merck & Co., Inc. | Senior Director, International Marketing, Pediatric Vaccines; prior research/quality/regulatory/tech transfer roles | 1992–2008 | Led international pediatric vaccine marketing (e.g., RotaTeq) and earlier technical operations roles . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Icosavax, Inc. | Director | Jun 2022–Feb 2024 | Board tenure ended upon acquisition by AstraZeneca . |
| Infectious Diseases Society of America | Member | N/A | Professional society membership . |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary | $550,000 |
| Target Bonus % of Salary | 50% (raised from 45%) |
| Actual Bonus Payout | $412,500 (150% of target) |
Performance Compensation
Annual Incentives and Equity (2024)
| Incentive Element | Terms | Quantity/Price |
|---|---|---|
| Annual Equity Stock Awards (RSUs) | Time-based; 1/4 vests at 6 months from grant; then 1/8 semi-annually | 20,000 RSUs |
| Annual Equity Stock Options | Time-based; monthly vest over 4 years | 90,000 options at $73.82 exercise price |
| Annual Bonus Payout Factor (Corporate) | Corporate goals certified at 150% (base + stretch) | 150% |
| 2024 Bonus Settlement Election | Elected RSUs in lieu of cash; 5,649 fully vested RSUs granted Feb 28, 2025 | 5,649 RSUs |
Special Outperformance and Recognition Awards (Granted Nov 7, 2024)
| Award Type | Quantity | Vesting/Performance Conditions |
|---|---|---|
| Performance-Contingent Stock Options (PCSOs) | 87,481 options | Service: 1/3 vests on each of 3rd, 4th, and 5th anniversaries; Performance: one-year average closing price ≥ $154.05 (150% of grant-date price) before any exercise . |
| Performance Restricted Stock Units (PSUs) | 35,661 target PSUs | Four-year performance; relative TSR vs Nasdaq Biotechnology Index peer group; payout: 0% below 60th percentile, 50% at 60th, 100% at 75th, up to 250% at 95th+; capped at 100% if absolute TSR negative . |
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Stock Ownership Guidelines | 3x base salary for named executive officers; five-year phase-in; as of Dec 31, 2024 all directors/NEOs either compliant or within phase-in . |
| Hedging/Pledging Policy | Insider Trading Policy prohibits pledging, hedging, margin purchases, short sales, options/derivatives; limited exceptions require GC/CCO approval . |
| “Right to Acquire within 60 Days” | 492,906 shares for Jim Wassil (options/RSUs exercisable/vesting within 60 days) . |
| Outstanding Awards (as of Dec 31, 2024) | Select items for Jim: RSUs unvested 6,250 (MV $511,625), 11,250 (MV $920,925), 15,000 (MV $1,227,900); PCSO unearned 87,481; PSU unearned 35,661 (payout value $2,919,210). Multiple legacy options outstanding across grants: e.g., 2.42, 5.35, 20.93, 24.79, 41.67, 47.95, 73.82, 102.70 exercise prices per award schedule . |
Insider Transactions (2024–2025)
| Date | Type | Shares/Price | Notes |
|---|---|---|---|
| Dec 31, 2024 (filed Dec 3, 2024) | Gift | 74,000 shares (G) | Reported as a gift transaction; reduces direct holdings . |
| Feb 3, 2025 | Option Exercise | 8,000 shares @ $2.42 (M) | Exercised legacy options . |
| Feb 3, 2025 | Open-Market Sales | 5,314 @ $85.996; 2,666 @ $86.665; 20 @ $87.94 (S) | Sales under Rule 10b5-1 plan adopted Mar 1, 2024 . |
| Feb 28, 2025 (filed Mar 3, 2025) | Bonus RSUs | 5,649 RSUs (A) | Fully vested RSUs for 2024 bonus election . |
| Feb 28, 2025 (filed Mar 3, 2025) | RSU Tax Withholding | 1,270 and 2,869 shares (F) @ ~$73.02 | Shares withheld to cover taxes on RSU vesting . |
Vesting and selling pressure implications: PCSOs are not exercisable until the one-year average closing price threshold of $154.05 is met; the proxy notes the last reported sale price on Apr 17, 2025 was $30.65, implying PCSOs require a >500% increase sustained for a year, materially deferring potential option-related selling pressure .
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | At-will; offer letter dated Nov 15, 2019 . |
| Severance (no CIC) | Lump sum: 9 months base salary + pro-rata target bonus + prior-year earned unpaid bonus; COBRA premiums for severance period; release required . |
| Severance (double-trigger CIC: within 3 months before to 12 months after change-in-control) | Lump sum: 12 months base salary + 100% of target bonus + prior-year earned unpaid bonus; COBRA premiums; full vesting of time-based awards; performance awards per their terms; release required . |
Potential Payments (as of Dec 31, 2024)
| Scenario | Base Salary | Bonus | Accelerated Vesting | COBRA | Total |
|---|---|---|---|---|---|
| Termination without Cause / Good Reason (no CIC) | $412,500 | $206,250 | — | $31,421 | $718,921 |
| Termination without Cause / Good Reason (double-trigger CIC) | $550,000 | $275,000 | $11,692,173 | $41,895 | $12,559,068 |
Performance & Track Record
- 2024 corporate objectives included adult VAX-31 Phase 1/2 topline success, infant VAX-24 Phase 2 enrollment completion, initiation/progression of infant VAX-31 Phase 2, Lonza manufacturing suite buildout, financing (two follow-ons and ATM), and pipeline execution; stretch goals partially achieved and deemed fully achieved given overperformance, yielding 150% bonus payouts for NEOs .
- Special Outperformance and Recognition Award introduced stringent PCSO and PSU thresholds to align leadership incentives with stockholder value creation over 4–5 years .
Compensation Structure Analysis
- Mix and shifts: 2024 added performance-linked PCSOs/PSUs for executives; equity continues to be multi-year and at-risk; no single-trigger vesting .
- Bonus practices: 2024 target bonus % raised to 50% and paid at 150% due to certified corporate goal achievement; Wassil elected RSUs in lieu of cash, increasing equity-based compensation alignment .
- Policies: Clawback policy (Rule 10D-1 compliant) adopted Oct 2, 2023; prohibition on pledging/hedging; stock ownership guidelines instituted (3x salary for NEOs) .
Compensation Peer Group & Shareholder Feedback
- 2024 compensation peer group (selection guided by Pay Governance) includes ACADIA, Apellis, Arcus, Arrowhead, BridgeBio, Cerevel, Corcept, CRISPR, Cytokinetics, Denali, Exelixis, Immunovant, Insmed, Intellia, Intra-Cellular Therapies, Karuna, Mirati, Prothena, Revolution Medicines (representative peers); equity levels generally targeted between 50th–75th percentile .
- Say-on-pay outcomes: 92% approval in 2024; 89% in 2023, supporting continuity of pay-for-performance philosophy .
Equity Ownership & Governance Policies
- Stock ownership guidelines: CEO 6x salary; other NEOs 3x; directors 4x; five-year compliance runway; status: compliant or within phase-in by year-end 2024 .
- Prohibitions: Hedging and pledging largely prohibited, reinforcing alignment; limited exceptions require compliance approval .
Risk Indicators & Red Flags
- Positive: No single-trigger CIC vesting; no excise tax gross-ups; minimal perquisites; formal clawback policy; strong say-on-pay support .
- Neutral/monitor: Insider activity includes scheduled 10b5-1 sales and RSU tax withholdings; one large gift transaction late 2024; PCSOs require very high long-run stock performance to be exercisable, deferring option liquidity .
Investment Implications
- Alignment: Wassil’s 2024–2025 package emphasizes long-dated, high-hurdle PCSOs and relative-TSR PSUs plus ownership guidelines and anti-hedging/pledging, signaling strong pay-for-performance alignment and reduced near-term selling pressure from option exercises .
- Retention: Double-trigger CIC economics (12 months salary + 100% target bonus and time-based vesting acceleration) plus multi-year PCSO service vesting (3/4/5-year tranches) support retention through critical late-stage programs and commercialization readiness .
- Trading signals: Insider sales were pursuant to a 10b5-1 plan and modest relative to holdings; RSU tax withholdings are mechanical. The high PCSO exercise threshold (average $154.05 over a year) materially defers option-related supply unless sustained outperformance is achieved .
Sources: Vaxcyte DEF 14A (Apr 28, 2025) ; DEF 14A (Apr 15, 2024) ; Form 8-Ks (2025-05-01; 2024-07-02) ; Insider Forms 4 and coverage .