Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 16, 2021, Patrick Heron, a director of the Vaxcyte, Inc. (the
"Company") and member of the Audit Committee, and Rob Hopfner, a director of the
Company and member of the Nominating and Corporate Governance Committee (the
"Nominating Committee"), both resigned as members of the Company's Board of
Directors (the "Board"), which resignations became effective on September 16,
2021. Neither Mr. Heron's nor Mr. Hopfner's resignations were the result of any
disagreement or dispute with the Company.
On September 16, 2021, upon recommendation of the Nominating Committee, the
Board appointed Annie Drapeau and Teri Loxam to the Board as Class I directors,
which appointments became effective on September 16, 2021. Ms. Drapeau's and
Ms. Loxam's terms will expire at the Company's annual meeting of stockholders in
2024. The Board also appointed Ms. Drapeau to serve as a member of the
Compensation Committee and the Nominating Committee and appointed Ms. Loxam to
serve as a member of the Audit Committee.
There are no arrangements or understandings between Ms. Drapeau, Ms. Loxam and
any other persons pursuant to which they were selected as directors. The Board
has determined that Ms. Drapeau and Ms. Loxam qualify as independent directors
under the independence requirements set forth under Rule 5605(a)(2) of the
Nasdaq Rules and listing standards. Additionally, there are no transactions
involving the Company and Ms. Drapeau or Ms. Loxam that the Company would be
required to report pursuant to Item 404(a) of Regulation S-K.
In connection with their appointments to the Board and pursuant to the Company's
Non-Employee Director Compensation Policy as currently in effect, Ms. Drapeau
and Ms. Loxam each received initial equity awards of nonstatutory stock options
to purchase 30,000 shares of the Company's common stock (each, an "Initial
Grant"). Each Initial Grant will vest over 36 months, 1/3 of which will vest on
the anniversary date on which Ms. Drapeau and Ms. Loxam were appointed to the
Board and 1/36 of which will vest monthly thereafter, subject to Ms. Drapeau's
and Ms. Loxam's continuous service to the Company through each such date. Each
Initial Grant is subject to the terms and conditions of the Company's 2020
Equity Incentive Plan and its related agreements.
On the date of each annual meeting of stockholders, Ms. Drapeau and Ms. Loxam
will each also receive a nonstatutory stock option to purchase 15,000 shares of
the Company's common stock (each, an "Annual Grant"). Each Annual Grant will
vest monthly and fully vest on the earlier of the first anniversary of the grant
date or the day prior to the next annual meeting of stockholders, subject to
Ms. Drapeau's and Ms. Loxam's continuous service to the Company through each
such date. Both the Initial Grants and the Annual Grants would become fully
vested upon a change in control, subject to Ms. Drapeau's and Ms. Loxam's
continuous service to the Company through such date.
Pursuant to the Company's Non-Employee Director Compensation Policy, Ms. Drapeau
and Ms. Loxam will also each receive an annual cash retainer of $40,000 plus
additional annual cash retainers for service on a Board committee, including
$5,000 per year for service on the Compensation Committee and $4,000 per year
for service on the Nominating Committee for Ms. Drapeau and $7,500 per year for
service on the Audit Committee for Ms. Loxam.
The Company has entered into its standard form of indemnification agreement with
Ms. Drapeau and Ms. Loxam.
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VAXCYTE, INC. 
