Olivier Brandicourt
About Olivier Brandicourt
Olivier Brandicourt, M.D., is an independent Class III director of Vaxcyte (PCVX) appointed on May 1, 2025. He is a former CEO of Sanofi and Bayer HealthCare, and a long-time Pfizer executive, with medical training in Infectious Diseases and Tropical Medicine; he holds a Master’s in Biology and an advanced degree in cellular/immunological pathophysiology and is an Honorary Fellow of the Royal College of Physicians (London) . His term runs to the 2026 annual meeting, and he entered standard Vaxcyte indemnification at appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sanofi S.A. | Chief Executive Officer | 2015–2019 | Advanced vaccine portfolio via acquisition of Protein Sciences (recombinant influenza) |
| Bayer HealthCare AG | Chief Executive Officer | 2013–2015 | Global healthcare leadership |
| Pfizer Inc. | Exec. Leadership Team; President & GM, Emerging Markets; President, Established Products; Head, Global Specialty; Head, Global Primary Care | ~13 years | Commercial strategy and execution in vaccines and global markets |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Blackstone Life Sciences | Senior Advisor | Current | Strategic advisory |
| Alnylam Pharmaceuticals, Inc. | Director | Current | Public biotech board |
| AvenCell Therapeutics, Inc. | Director | Current | Private biotech board |
| BeOne Medicines Ltd. | Director | Current | Private company board |
| Dewpoint Therapeutics, Inc. | Director | Current | Private biotech board |
| National Committee on U.S.-China Relations | Director | Since 2012 | Non-profit governance |
Board Governance
- Appointment and independence: Appointed May 1, 2025; Board determined he qualifies as an independent director under Nasdaq 5605(a)(2); no related-party transactions requiring Item 404(a) disclosure .
- Class/Term: Class III; term expires at the 2026 annual meeting .
- Committees: As of appointment, no committee assignments disclosed. Current committee rosters are Audit (Chair: Teri Loxam; members: Halley Gilbert, Jacks Lee), Compensation (Chair: Annie Drapeau; members: John Furey, Peter Hirth until June 2025, Heath Lukatch), Nominating & Corporate Governance (Chair: Halley Gilbert; members: Annie Drapeau, Peter Hirth until June 2025) .
- Board activity: Board met 10 times in 2024; each director (then-serving) attended ≥75% of Board/committee meetings during their service portion in 2024 .
- Governance policies: Directors subject to stock ownership guidelines; prohibition on pledging/hedging of company stock per Insider Trading Policy; Corporate Governance Guidelines posted on investor site .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Board member) | $50,000 | Pro-rated for partial year; increased from $40,000 as of April 1, 2024 |
| Committee member fees | Audit $10,000; Compensation $7,500; Nominating $5,000 | If assigned; annual |
| Committee chair fees | Audit $20,000; Compensation $15,000; Nominating $10,000 | If assigned; annual |
| Board Chair retainer | $85,000 | For chair; not applicable to Brandicourt |
Performance Compensation
| Equity | Value | Vesting | Terms |
|---|---|---|---|
| Initial Option Grant (on appointment) | $800,000 equivalent | 1/3 on 1-year anniversary; remainder monthly over 36 months | Nonstatutory stock option under 2020 Plan |
| Annual Grant (each annual meeting) | $450,000 equivalent | Options vest monthly; RSUs fully vest by 1-year or prior to next annual meeting | 75% option (Annual Option Grant); 25% RSU (Annual RSU Grant) |
| Change-in-control acceleration | Full vesting of Initial and Annual Grants upon change in control | Requires continuous service through event | Applies to non-employee directors |
Performance Metrics Table (Director Equity Structure)
| Metric Type | Metric | Trigger/Target | Outcome Linkage |
|---|---|---|---|
| Tenure-based | Time vesting | 12–36 months schedules | Aligns with sustained board service |
| Event-based | Change-in-control | Transaction occurrence | Accelerated vesting upon CoC |
| Prohibitions | Hedging/Pledging | Policy bans hedging/pledging | Alignment with shareholder interests |
Other Directorships & Interlocks
| Company | Relationship to PCVX | Potential Overlap |
|---|---|---|
| Alnylam Pharmaceuticals (public) | Biopharma; no disclosed PCVX transactions | Board interlock only; no 404(a) related transactions at PCVX |
| AvenCell Therapeutics (private) | Biotech; no disclosed PCVX transactions | Board interlock only |
| BeOne Medicines (private) | Biotech; no disclosed PCVX transactions | Board interlock only |
| Dewpoint Therapeutics (private) | Biotech; no disclosed PCVX transactions | Board interlock only |
- Vaxcyte states there are no transactions with Brandicourt requiring Item 404(a) disclosure; independence affirmed .
Expertise & Qualifications
- Deep commercial and operational leadership in vaccines markets (Sanofi CEO; Pfizer Emerging Markets/Established Products/GPS/Primary Care) .
- Medical specialization in Infectious Diseases & Tropical Medicine; advanced degrees in biology/immunopathophysiology; Honorary Fellow of RCP (London) .
- Strategic advisory experience (Blackstone Life Sciences) and multiple biotech boards spanning modalities relevant to vaccines and therapeutics .
Equity Ownership
| Filing | Date | Title/Instrument | Amount | Notes |
|---|---|---|---|---|
| Form 3 (initial ownership) | May 2, 2025 | Common stock | 0 | No securities owned at filing; option grant terms per 8-K |
| Power of Attorney (Section 16 filings) | Apr 18, 2025 | POA executed | — | Authorizes company and counsel to file Forms 3/4/5 |
- Stock ownership guidelines: Non-employee directors must hold a fixed-share target equal to 4x annual cash retainer; compliance expected within five years; performance awards/options don’t count toward guideline until earned/exercised . As a 2025 appointee, Brandicourt is within the phase-in period .
- Policy prohibits pledging and hedging of company stock .
Governance Assessment
- Positive signals:
- Independence confirmed; no related-party transactions per Item 404(a) at appointment .
- Strong vaccine-market expertise, relevant to PCVX commercialization plans; complements board skill matrix (manufacturing, development, global operations) .
- Clear, transparent director pay structure with equity/time-vesting and CoC treatment; stock ownership guidelines enhance alignment .
- Watch items:
- Multiple external boards and advisory role could create time-allocation risk; no PCVX-disclosed conflicts, but monitor future related-party transactions and committee assignments for potential interlocks .
- Say-on-pay results show meaningful dissent in 2025 (For 77,119,045; Against 43,969,206; Abstain 26,117), suggesting investors scrutinize compensation practices; board (including independent directors) should continue engagement and responsiveness .
Director Compensation Context (Board-wide, 2024–2025)
| Item | 2024/Program Detail | Notes |
|---|---|---|
| Cash retainers | Board member $50,000; Committee member $5,000–$10,000; Committee chair $10,000–$20,000; Board chair $85,000 | In effect from April 1, 2024 |
| Annual equity | $450,000 (75% options; 25% RSUs) | One-year vesting cadence |
| Initial equity for new directors | $800,000 option | 36-month vesting |
| Expenses | Ordinary travel reimbursed | Standard practice |
Shareholder Feedback Snapshot (2025 Annual Meeting)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Class II director elections | See counts per nominee | — | — | See table |
| Deloitte ratification (2025 audit) | 124,849,714 | 245,362 | 24,285 | — |
| Say-on-pay (NEO comp) | 77,119,045 | 43,969,206 | 26,117 | 4,004,992 |
| Officer exculpation charter amendment | 112,270,039 | 8,815,788 | 28,541 | 4,004,992 |
| Source: Item 5.07 8-K (June 17, 2025) . |
Insider Trades
| Filing | Date | Transaction | Shares/Derivatives | Resulting Ownership |
|---|---|---|---|---|
| Form 3 | May 2, 2025 | Initial statement | No securities owned | 0 common; derivative awards to be granted per 8-K |
Potential Conflicts & Related-Party Transactions
- The company disclosed no transactions with Brandicourt reportable under Item 404(a) at appointment, and affirmed independence under Nasdaq rules .
- Insider Trading Policy prohibits pledging/hedging; exceptions require approval and compliance with law .
- Sublease arrangement with CARGO Therapeutics was specifically considered for another director’s independence and did not affect independence; illustrates board’s conflict review rigor .
Implications for Board Effectiveness and Investor Confidence
- Brandicourt’s vaccine-market commercialization experience and medical background strengthen oversight of PCVX’s adult/infant PCV Phase 3 path and manufacturing scale-up, aligning with board needs .
- Transparent compensation structure and ownership guidelines support alignment; however, 2025 say-on-pay dissent underscores the importance of continued pay-for-performance rigor and investor outreach led by independent directors .
RED FLAGS to monitor
- Time demands from multiple external board roles (monitor attendance and committee workload once assignments are made) .
- Any future related-party transactions arising from external affiliations (ensure continued Item 404(a) compliance and committee independence) .