Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 26, 2021, upon recommendation of the Nominating and Corporate
Governance Committee, the Board of Directors (the "Board") of Vaxcyte, Inc. (the
"Company") appointed Carlos V. Paya, M.D., Ph.D. to the Board as a Class I
director and Michael Kamarck, Ph.D. to the Board as a Class III director, which
appointments became effective on October 27, 2021. Dr. Paya's and Dr. Kamarck's
terms will expire at the Company's annual meetings of stockholders in 2024 and
2023, respectively. The Board also appointed Dr. Paya to serve as Chair of the
Board.
There are no arrangements or understandings between Dr. Paya, Dr. Kamarck and
any other persons pursuant to which they were selected as directors. The Board
has determined that Dr. Paya and Dr. Kamarck 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 Dr. Paya or Dr. Kamarck 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, Dr. Paya and
Dr. Kamarck 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 Dr. Paya and Dr. Kamarck were appointed to the Board
and 1/36 of which will vest monthly thereafter, subject to Dr. Paya's and
Dr. Kamarck'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, Dr. Paya and Dr. Kamarck
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
Dr. Paya's and Dr. Kamarck'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 Dr. Paya's and Dr. Kamarck's continuous
service to the Company through such date.
Pursuant to the Company's Non-Employee Director Compensation Policy, Dr. Paya
and Dr. Kamarck will also each receive an annual cash retainer of $40,000.
Dr. Paya will receive an additional annual cash retainer of $30,000 per year for
service as Chairman of the Board.
The Company has entered into its standard form of indemnification agreement with
Dr. Paya and Dr. Kamarck.
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VAXCYTE, INC. 
