Business Context and Reporting Period
Company: Vaxcyte, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: December 18, 2025
Subject: Amendments to Executive Change in Control and Severance Agreements.
Key Financial Metrics
This filing does not contain financial performance data. The document does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
The Company amended existing Executive Change in Control and Severance Agreements for four key executives, effective December 31, 2025. The Compensation Committee approved these changes to align severance components with peer group levels. The specific changes are:
- Qualifying Termination Multipliers (Base Salary and COBRA):
- Grant Pickering (CEO): Increased from 1.0x to 1.5x.
- Andrew Guggenhime (President/CFO) and Jim Wassil (EVP/COO): Increased from 0.75x to 1.0x.
- Harpreet Dhaliwal (CTOO): Increased from 0.5x to 1.0x.
- CIC Qualifying Termination Multipliers (Base Salary, Target Bonus, and COBRA):
- Grant Pickering (CEO): Increased from 1.5x to 2.0x.
- Andrew Guggenhime (President/CFO) and Jim Wassil (EVP/COO): Increased from 1.0x to 1.5x.
- Harpreet Dhaliwal (CTOO): Increased from 0.75x to 1.5x.
Guidance, Outlook, and Risks
Management Commentary: The amendments were made following the standard annual compensation review and planning process. Management determined the adjustments were in the best interests of the Company and its stockholders to better align with peer group levels.
Risks and Contingencies: The filing does not disclose new operational risks or contingencies beyond the increased potential liability for severance payments in the event of a Qualifying Termination or Change in Control.
Investor Verification Checklist
- Review the full text of the Form of Severance Agreement Amendment (Exhibit 10.1) for complete terms and conditions.
- Verify the specific definitions of "Qualifying Termination" and "CIC Qualifying Termination" within the amended agreements to understand the triggering events.
- Assess the potential financial impact of the increased severance multipliers on the Company's cash reserves in a hypothetical change-in-control scenario.
- Confirm if similar compensation adjustments are planned for other executive or non-executive employees.