Mikhail Eydelman
Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary at Vaxcyte
Executive
About Mikhail Eydelman
Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary at Vaxcyte (PCVX). He has served as SVP, General Counsel and Corporate Secretary since April 2022 and as Chief Compliance Officer since March 2023; age 44 as of April 28, 2025; education: B.A. in Economics (Brandeis) and J.D. (NYU School of Law) . Company performance context: Vaxcyte’s total shareholder return (TSR) rose 30% in 2024 (77th percentile vs peer group) and cumulative TSR since IPO (6/12/2020) through 12/31/2024 was 213%; 2024 net loss was $463.9M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sagent Pharmaceuticals, Inc. (U.S. subsidiary of publicly traded Japanese pharma) | General Counsel and Board Secretary | 2017–Apr 2022 | Not disclosed in filing |
| Integrated DNA Technologies (Danaher acquired) | Assistant General Counsel | 2016–2017 | Not disclosed in filing |
| Akorn, Inc. (public specialty pharma) | Legal roles of increasing responsibility | 2012–2016 | Not disclosed in filing |
| Latham & Watkins; Allen & Overy; Bryan Cave | Attorney | Not disclosed | Not disclosed in filing |
External Roles
No public company directorships or external board roles disclosed in company filings .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $448,074 | $477,000 |
| Target Bonus (% of Base) | 40% | 45% (increased from 40%) |
| Actual Bonus Paid ($) | $224,037 (125% of target) | $321,975 (150% of target) |
Notes:
- 2024 corporate goals were certified at 150% weighting; Board approved 150% payout for all NEOs based on clinical, financing and operational execution .
- Officers at VP+ may elect RSUs in lieu of cash; Eydelman took cash for 2024 (policy noted; no RSU election disclosed for him) .
Performance Compensation
Annual Equity Grants (FY2024)
| Grant Date | Award Type | Shares | Exercise/Price | Grant-Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|---|
| 2/29/2024 | Stock Options | 50,000 | $73.82 | $2,345,345 (Black‑Scholes) | Monthly over 4 years |
| 2/29/2024 | RSUs | 10,500 | — | $775,110 | 1/4 at 6 months; then 1/8 semi‑annually |
Special Outperformance and Recognition Award (11/7/2024)
| Grant Date | Award Type | Shares | Exercise/Price | Grant-Date Fair Value ($) | Performance / Vesting |
|---|---|---|---|---|---|
| 11/7/2024 | Performance‑Contingent Stock Options (PCSO) | 26,125 | $102.70 | $1,729,214 (Monte Carlo) | Service: 1/3 vests at 3rd, 4th, 5th anniversaries; Performance gate: 1‑yr average stock price ≥ $154.05 before exercisable |
Notes:
- No PSUs were granted to Eydelman in the Special Award (CEO/CFO/COO received PSUs; Eydelman did not) .
- Company describes the Special Awards as “exceptionally high” performance thresholds to align pay and stockholder value; PCSO gate at 150% of grant-date price; relative TSR PSUs apply to others, not to Eydelman .
Annual Bonus Structure (Performance Metrics)
- 2024 base goals: adult VAX-31 Phase 1/2 completion and results; infant PCV program milestones; Lonza manufacturing buildout; VAX‑A1 and pipeline progress; financing/capital objectives; budget discipline and HQ expansion .
- Stretch goals (50% weight): positive VAX‑31 adult data; additional Lonza milestones; financing; infant VAX‑24 objectives; CMC milestones .
- Board certified 150% payout for 2024 NEO bonuses .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 184,444 shares; “<1%” of outstanding (128,939,412 shares outstanding 3/31/2025) |
| Exercisable/settleable within 60 days | 171,840 shares (options/RSUs) |
| 2024 Option Exercises | 35,503 shares exercised; value realized $2,536,312 |
| 2024 Stock Vesting | 7,937 shares vested; value realized $754,245 |
| Pledging/Hedging | Company policy prohibits pledging and hedging, with limited exceptions requiring GC/CCO approval |
| Stock Ownership Guidelines | NEOs: 3x base salary; 5-year compliance period; as of 12/31/2024, all directors and NEOs were compliant or within phase‑in |
Select outstanding awards as of 12/31/2024 (illustrative):
- Options (exercisable/unexercisable): e.g., 5/9/2022 grant 84,497/75,000 at $21.41; 3/1/2023 36,093/46,407 at $41.67; 2/29/2024 10,416/39,584 at $73.82; PCSO 11/7/2024 unearned 26,125 at $102.70 .
Employment Terms
| Provision | Non‑CIC Termination (Without Cause / Good Reason) | CIC Double‑Trigger (3 months pre‑ to 12 months post‑CIC) |
|---|---|---|
| Base Salary Severance | 9 months | 12 months |
| Bonus | Pro‑rata target for year of termination + prior year unpaid bonus | 100% of target bonus + prior year unpaid bonus |
| COBRA | Company‑paid premiums for severance period | Company‑paid premiums for severance period |
| Equity | No acceleration disclosed | Full vesting of time‑based equity; performance awards per award terms (e.g., PCSO gate) |
| Employment | At‑will; offer letter dated March 4, 2022 |
Other governance/controls:
- Clawback policy adopted Oct 2, 2023 per SEC/Nasdaq rules (recoup erroneously awarded incentive comp after restatement) .
- Insider Trading Policy; prohibition on hedging/pledging; blackout timing practices for grants documented .
- 2025 proposal to add officer exculpation to charter (Delaware 102(b)(7) update) on the ballot (Board recommendation: FOR) .
Investment Implications
- Pay-for-performance: 2024 cash bonus at 150% reflects significant advancement in clinical programs (VAX‑31 adult positive data), financing (~$2.6B gross proceeds in 2024), and manufacturing scale-up; this ties cash outcomes to enterprise milestones .
- Long-term alignment and retention: Substantial 2024 PCSO grant requires both multi-year service (3/4/5-year anniversaries) and a high stock-price gate ($154.05 1-year average) before exercisability, creating strong retention and alignment but with high performance risk; no PSUs were granted to him (more upside leverage for CEO/CFO/COO via PSUs) .
- Ownership/overhang dynamics: Eydelman realized significant option exercise value in 2024 ($2.54M) and had 171,840 shares exercisable/settleable within 60 days as of 3/31/2025; actual sale decisions are not disclosed, but exercises can indicate liquidity events; policy bars pledging/hedging which supports alignment .
- Downside protection/governance: CIC protection is standard (12 months base + 100% bonus; time-based equity acceleration), with clawback, anti-hedging/pledging, and proposed officer exculpation aligning with contemporary governance practices; Say‑on‑Pay support was 92% in 2024, indicating broad shareholder acceptance of compensation design .
Overall, incentives for Eydelman emphasize multi-year equity with stringent hurdles, supporting retention and alignment amid pivotal late-stage development and scale-up. Cash compensation and bonus outcomes have increased with company progress, while governance policies (clawback, anti-pledging) mitigate alignment risks .