John Furey
About John Furey
John Furey, age 60, is an independent Class II director at Vaxcyte (PCVX), serving since July 2024 and nominated for a term through 2028 . He is CEO and director of privately held Imvax, Inc. (since Sept 2019) and a director at Adaptimmune Therapeutics plc (since July 2018); prior roles include COO of Spark Therapeutics (Dec 2016–Jan 2019) and senior leadership at Baxalta, Wyeth, Pfizer, and Baxter . Education: executive MBA (St. Joseph’s University, Philadelphia), B.S. (Trinity College Dublin), Diploma in Environmental Health (Technological University Dublin) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spark Therapeutics, Inc. | Chief Operating Officer | Dec 2016–Jan 2019 | Led operations during commercialization ramp |
| Baxalta (spin-off of Baxter) | SVP, Head of Global Operations | Prior to Spark | Global operations oversight |
| Wyeth, Pfizer, Baxter | Commercial and operations roles | Earlier career | Progressive responsibility across commercial/technical teams |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Imvax, Inc. (private) | Chief Executive Officer; Director | Sept 2019–present | Clinical-stage biotech leader |
| Adaptimmune Therapeutics plc (public) | Director | July 2018–present | Clinical-stage biopharma board member |
| Sensorion SA (private) | Director | Aug 2019–Apr 2025 | Clinical-stage biopharma; departed Apr 2025 |
Board Governance
- Independence: Board determined Furey is independent under Nasdaq standards .
- Committee assignments: Member, Compensation Committee; not a chair .
- Attendance: Each current director attended ≥75% of Board and applicable committee meetings in 2024 (Furey joined mid-year) .
- Classification: Class II director; nominated at the June 12, 2025 annual meeting for term through 2028 .
- Skills/Expertise: Matrix indicates strengths in business operations, drug development, executive leadership, finance/capital markets, manufacturing, M&A, strategic planning .
Fixed Compensation
| Component | FY 2024 | Notes |
|---|---|---|
| Board cash fees ($) | $28,750 | Prorated for service starting July 2024 |
| Annual Board Member Retainer ($) | $50,000 effective 4/1/2024 | Previously $40,000 from 1/1–3/31/2024 |
| Committee Member Retainers ($) | Compensation Committee member: $7,500/year | Chair fees: $15,000 (Comp), $20,000 (Audit), $10,000 (Nominating) |
| Chair Premium ($) | Not applicable | Furey is not a chair |
| Meeting fees | None disclosed | — |
Performance Compensation
| Equity Type | Grant Date | Shares/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Initial Option Grant (director) | Jul 2024 | Option award accounting value $799,808 | 36 months: 1/3 on first anniversary, then monthly; accelerates on change in control | None (time-based) |
| Annual Grant (director) | Jun 12, 2025 | Options: 15,372; RSUs: 3,041 (Form 4) | Options vest monthly over ~1 year; RSUs vest fully by ~1 year or prior to next annual meeting; both accelerate on change in control | None (time-based; no performance metrics) |
Equity program (non-employee directors): Annual grant target $450,000 (75% options, 25% RSUs), plus an Initial Grant of options with $800,000 equivalent value at first appointment; all subject to change-in-control full acceleration .
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict |
|---|---|---|
| Adaptimmune Therapeutics plc | Public | No related-party transactions with Vaxcyte disclosed |
| Imvax, Inc. | Private | No related-party transactions with Vaxcyte disclosed |
| Sensorion SA | Private | No related-party transactions with Vaxcyte disclosed |
- Related-party oversight: Audit Committee reviews related person transactions under a formal policy; no Furey-specific transactions disclosed .
- Independence reaffirmed for all committee members; Compensation Committee interlocks: none .
Expertise & Qualifications
- 30+ years leading commercial and technical operations at global biopharma companies; prior COO at a public biotech (Spark) .
- Education: exec MBA (St. Joseph’s), B.S. (Trinity), Diploma (Technological University Dublin) .
- Skills matrix: business operations, drug development, executive leadership, finance/capital markets, manufacturing, M&A, strategic planning .
Equity Ownership
| Metric | As of Date | Amount |
|---|---|---|
| Beneficial ownership (shares) | Mar 31, 2025 | 0 shares; <1% of outstanding |
| Options outstanding (count) | Dec 31, 2024 | 16,760 options |
| Right to acquire within 60 days | Mar 31, 2025 | None (—) |
| Stock ownership guidelines | Adopted 2024; Non-employee directors: 4x cash retainer; 5-year phase-in | Company states all directors are in compliance or within phase-in as of Dec 31, 2024 |
Insider trading/pledging: Company policy prohibits pledging and hedging (with limited exceptions requiring approval) .
Governance Assessment
- Board effectiveness: Furey adds deep operating, manufacturing, and development experience; active membership on the Compensation Committee supports oversight of pay design and stock ownership guidelines .
- Independence and attendance: Independent status confirmed; attendance threshold met for 2024 period served .
- Alignment: Director compensation is predominantly equity-based (Initial Option Grant ~$800k; 2024 cash fees ~$28.8k), with strong ownership guidelines and change-in-control acceleration designed for retention; however, beneficial ownership was 0 shares as of Mar 31, 2025, with equity exposure via options and RSUs granted in June 2025 (alignment improving) .
- Conflicts and related-party exposure: No Furey-related transactions disclosed; Audit Committee policy and independence checks in place .
- Shareholder sentiment: Company’s 2024 say‑on‑pay support was 92%, indicating positive broader governance/compensation sentiment (context for Compensation Committee oversight) .
RED FLAGS
- Low direct share ownership as of Mar 31, 2025 (0 shares), though mitigated by equity grants and ownership guidelines with five-year phase-in .
- None disclosed regarding related-party transactions, hedging/pledging, or committee interlocks (Compensation Committee interlocks explicitly negative) .
Director Compensation Details (FY 2024)
| Metric | FY 2024 |
|---|---|
| Fees Earned (Cash) | $28,750 |
| Stock Awards (RSUs) | $0 |
| Option Awards (Accounting Value) | $799,808 |
| Total | $828,558 |
| Options Outstanding (12/31/2024) | 16,760 |
Insider Grants (Form 4)
| Transaction Date | Filing Date | Type | Security | Quantity | Price | Post-Transaction Owned |
|---|---|---|---|---|---|---|
| Jun 12, 2025 | Jun 16, 2025 | Award | Stock Option (right to buy) | 15,372 | $34.46 | 15,372 |
| Jun 12, 2025 | Jun 16, 2025 | Award | Common Stock (RSUs) | 3,041 | $0.00 | 3,041 |
These awards align with the non-employee director Annual Grant structure (75% options, 25% RSUs) .
Policies Relevant to Alignment and Risk
- Stock ownership guidelines: Directors at 4x annual cash retainer, five-year compliance window; all directors in compliance or phase-in as of Dec 31, 2024 .
- Hedging/pledging: Prohibited for directors, officers, and employees (limited exceptions require approval) .
- Change-in-control: Director Initial and Annual Grants fully vest upon change in control; non-employee director cash retainers not subject to CIC multipliers .
- Committee independence: All committee members meet Nasdaq/SEC independence standards; Compensation Committee interlocks absent .
Notes on Board Structure and Shareholder Signals
- Board leadership: Independent chair (Carlos Paya) and separation of CEO/Chair roles .
- Board/classification: Staggered board (Class I/II/III) with three-year terms .
- Say-on-pay: 92% approval in June 2024 indicates constructive investor view on pay practices overseen by the Compensation Committee .
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