SEC Form PREC14A filed by Dynavax Technologies Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.      )

Check the appropriate box:

DYNAVAX TECHNOLOGIES CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION DATED APRIL 3, 2025

MESSAGE TO OUR STOCKHOLDERS

  , 2025

Dear Fellow Stockholders:

On behalf of the Board of Directors (the “Board”) of Dynavax Technologies Corporation (“Dynavax” or the “Company”), we are pleased to invite you to attend the 2025 Annual Meeting of Stockholders of Dynavax. More details on the Annual Meeting can be found in the enclosed notice and proxy materials.

Executing on our strategic plan to drive long-term stockholder value

In 2024, we successfully executed across our strategic priorities and delivered on our commitments to our stockholders. Thanks to the hard work and dedication of our Dynavax team members we achieved record HEPLISAV-B® product revenue of $268.4 million in 2024, a 26% increase from 2023, adjusted EBITDA¹ (excluding stock-based compensation) of $51.9 million, a 329% increase from 2023, advanced our pipeline programs, achieved profitability and returned capital to our stockholders through our first ever share repurchase plan. HEPLISAV-B’s estimated total market share in the United States increased to 44% from 42% in the prior year. Our performance in 2024 sets us up for even greater success in 2025, which we expect to be another banner year for Dynavax and we are already making important progress to achieve our 2025 guidance targets, including HEPLISAV-B net product revenue of $305.0 to $325.0 million and adjusted EBITDA of at least $75.0 million.

Our robust 2024 year-end cash balance of $713.8 million has allowed us to invest in growth while maintaining a disciplined capital allocation approach. In 2024, we and our Board authorized a $200.0 million share repurchase program along with our commitment to full-year profitability and clarity on near-term capital needs to progress our pipeline candidates. We have already meaningfully executed on this program including $100.0 million repurchased through an Accelerated Share Repurchase agreement announced in November 2024 and approximately $8.0 million repurchased in conjunction with our recent debt refinancing in March 2025. We recently announced that we refinanced a majority of our outstanding Convertible Senior Notes, which extended the maturity date of most of our existing debt, lowered our overall cost of capital through improved terms and reduced basic and diluted shares outstanding. We believe this refinancing significantly strengthens our capital structure and positions us to execute on our balanced strategy to deliver and protect near-term value while also investing in our future to drive long-term growth.

We continue to advance our pipeline of differentiated vaccine candidates that leverage our core technology, CpG 1018® adjuvant, which has demonstrated its ability to enhance the immune response with a favorable tolerability in a wide range of clinical trials and real-world commercial use. We expect 2025 to be a transformational year for our pipeline with multiple programs advancing to important milestones, including a clinical trial readout for our shingles vaccine program, which has the potential to be a best-in-class product in a multi-billion-dollar global market. We believe our pipeline provides significant opportunity to further establish Dynavax as a leading vaccine company.

Corporate governance supports our value creation

Transparency, accountability and responsible stewardship guide our decision-making, and our Board and management are committed to creating and upholding the highest standards of governance. The Board has demonstrated its continuing strong commitment to the execution of our strategy for creating long-term value for the benefit of our business, stockholders and all stakeholders. As part of this work, we have made important changes to our Board and governance provisions to support the Company’s continued evolution.

Earlier this year, as part of our ongoing commitment to Board refreshment, we welcomed two new directors to the Board - Emilio Emini, Ph.D. and Lauren Silvernail – two renowned leaders in their respective fields. At the same time, we announced that two of our existing directors – Peggy Phillips and Julie Eastland – will step down from the Board just prior to our Annual Meeting. If the Board’s recommended nominees are elected at the Annual Meeting, following the meeting the Board will comprise nine directors with a balanced mix of skills sets and experiences that are closely tied to the Company’s key priorities, with six of its eight independent directors having been appointed since 2020.

Finally, we announced our intent to declassify the Board and transition to annual elections for all directors on a phased-in-basis beginning in 2026, assuming the stockholders approve the proposed amendment to our certificate of incorporation.

¹Adjusted EBITDA is a non-GAAP financial measure. Please refer to the “Non-GAAP Financial Measures” on Appendix B of the proxy statement for details regarding this measure.

The enclosed 2025 Proxy Statement contains important information about the matters to be voted on at the Annual Meeting. These proposals include the election of directors, the ratification of our independent auditor, and the proposed amendment to our certificate of incorporation, which are essential to our long-term success. Your vote is critical in shaping Dynavax’s future, and we encourage you to participate, whether by attending the meeting virtually or by voting via proxy.

Your vote will be especially important this year because stockholders of the Company, Deep Track Capital, LP, Deep Track Biotechnology Master Fund, Ltd. and David Kroin (collectively, “Deep Track”), have provided notice to Dynavax of their intent to nominate four candidates for election to the Board of Directors at the Annual Meeting in opposition to the Board’s nominees. When determining the Board’s recommendations on the nominees and matters before the Annual Meeting, the Board has carefully considered the best interests of the Company and all our stockholders. Our Board has made every effort possible to engage constructively with Deep Track and has considered each of their director nominees. After careful consideration, your Board does not endorse any of the four Deep Track nominees and unanimously recommends you only vote “FOR” each of the Board’s nominees for election (Brent MacGregor, Scott Myers, Lauren Silvernail and Elaine Sun) and as recommended by your Board on all other proposals using the enclosed GOLD proxy card.

Your engagement and feedback are invaluable to us, and we appreciate your trust and investment in Dynavax. On behalf of the entire Board of Directors and our Executive Leadership Team, we thank you for your support and look forward to our continued success.

Scott Myers

Chairman of the Board of Directors

Ryan Spencer

Chief Executive Officer

You may receive proxy solicitation materials from Deep Track or other persons or entities affiliated with Deep Track, including an opposition proxy statement and associated white proxy card or white voting instruction form. The Board urges you to disregard such materials and NOT to vote using the associated white proxy card or white voting instruction form. If you have already voted using Deep Track’s white proxy card or white voting instruction form, you have every right to change your vote and revoke your prior proxy before it is exercised by signing and dating the enclosed GOLD proxy card and returning it by mail in the postage-paid envelope provided, by voting via the internet, or by telephone by following the instructions provided on the enclosed GOLD proxy card. We are not responsible for the accuracy of any information provided by or relating to Deep Track or its nominees contained in solicitation materials filed or disseminated by or on behalf of Deep Track or any other statements Deep Track may otherwise make.

PLEASE NOTE THAT THIS YEAR, YOUR GOLD PROXY CARD LOOKS DIFFERENT FROM IN YEARS PAST. THE SECURITIES AND EXCHANGE COMMISSION RECENTLY ADOPTED PROXY RULES THAT REQUIRE THE COMPANY’S GOLD PROXY CARD TO LIST NOT ONLY OUR BOARD OF DIRECTORS’ FOUR (4) NOMINEES BUT ALSO THE FOUR (4) DEEP TRACK NOMINEES. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF ONLY EACH OF THE BOARD’S FOUR (4) RECOMMENDED NOMINEES (BRENT MACGREGOR, SCOTT MYERS, LAUREN SILVERNAIL AND ELAINE SUN), “FOR” PROPOSALS 2, 3 AND 4, AND “AGAINST” PROPOSAL 5, IN EACH CASE USING THE ENCLOSED GOLD PROXY CARD.

DYNAVAX TECHNOLOGIES CORPORATION

2100 Powell Street, Suite 720
Emeryville, California 94608

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on          , 2025

Dear Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Dynavax Technologies Corporation, a Delaware corporation (the “Company”). The Annual Meeting will be held virtually on          , 2025, at 7:00 a.m. Pacific Time at www.cesonlineservices.com/dvax25_vm. The Annual Meeting will be held online only, and you will not be able to attend the Annual Meeting in person. To attend and participate in the Annual Meeting, including voting your shares at and submitting your questions during such meeting, you must pre-register by 7:00 a.m. Pacific Time on           , 2025 at www.cesonlineservices.com/dvax25_vm using the control number found on your proxy card, or voting instruction form. Online check-in will begin at 6:30 a.m. Pacific Time and should allow ample time for the check-in procedures. The Annual Meeting is being convened for the following purposes:

Proposals		Board Recommendation
Proposal 1: To elect four nominees as Class I directors to hold office until the 2028 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified		FOR the four Board-recommended nominees only (Brent MacGregor, Scott Myers, Lauren Silvernail and Elaine Sun)
Proposal 2: To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement		FOR
Proposal 3: To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025		FOR
Proposal 4: To approve an amendment and restatement of the Company’s Restated Certificate of Incorporation to declassify the Company’s Board of Directors on a phased basis and implement certain other changes		FOR
Proposal 5: Stockholder proposal to amend the Company’s Amended and Restated Bylaws to repeal each provision of, or amendment to, the Company’s Amended and Restated Bylaws adopted by the Board without stockholder approval subsequent to November 6, 2018, if properly presented by Deep Track at the Annual Meeting		AGAINST

In addition, you will be asked to conduct other business, if any, as may properly come before the Annual Meeting or any adjournment thereof.

These items of business are more fully described in the accompanying proxy statement.

The record date for the Annual Meeting is,          2025 (the “Record Date”). Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

The Proxy Statement and Annual Report to Stockholders for the year ended December 31, 2024, are available at https://investors.dynavax.com/annuals-and-proxies.

Emeryville, California

, 2025

Your Vote is Very Important

Please note that Deep Track Capital, LP, Deep Track Biotechnology Master Fund, Ltd. and David Kroin (collectively, “Deep Track”) have provided notice of their intention to nominate four candidates (each a “Deep Track Nominee”) to stand for election as directors at the Annual Meeting in opposition to the four nominees recommended by the Board and to bring a proposal to amend the Company’s Amended and Restated Bylaws (the “Bylaw Proposal”) before the Annual Meeting. Pursuant to Securities and Exchange Commission (“SEC”) rules, the Company is required to show the Deep Track Nominees and the Bylaw Proposal on our GOLD proxy card and GOLD voting instruction form, but this does not constitute the Board’s endorsement or recommendation of the Deep Track Nominees or the Bylaw Proposal. Additionally, you may receive solicitation materials from Deep Track, including a proxy statement and a white proxy card or white voting instruction form. The Company is not responsible for the accuracy or completeness of any information provided by or relating to Deep Track or the Deep Track Nominees contained in solicitation materials filed or disseminated by or on behalf of Deep Track or any other statements Deep Track may make.

The Board does NOT endorse any of the Deep Track Nominees or the Bylaw Proposal and unanimously recommends that you use the GOLD proxy card or GOLD voting instruction form to only vote “FOR” the election of each of Brent MacGregor, Scott Myers, Lauren Silvernail and Elaine Sun (collectively, the “Board Nominees”) and “AGAINST” the Bylaw Proposal and to vote as the Board recommends on all other proposals. The Board strongly urges you to discard and NOT to vote using any white proxy card or white voting instruction form sent to you by Deep Track. If you have already submitted a white proxy card or white voting instruction form, you can revoke such proxy and vote for the Board Nominees and on the other matters to be voted on at the Annual Meeting by marking, signing and dating the enclosed GOLD proxy card or GOLD voting instruction form and returning it in the enclosed postage-paid envelope or by voting via the internet by following the instructions on the GOLD proxy card or GOLD voting instruction form. Only your latest validly executed proxy will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described in the accompanying proxy statement.

Your vote is extremely important no matter how many shares you own. Whether or not you expect to attend the Annual Meeting, please promptly use your GOLD proxy card or GOLD voting instruction form to vote by proxy over the internet or by mail. If you have any questions or require any assistance with voting your shares, please call the Company’s proxy solicitor:

MacKenzie Partners, Inc.
7 Penn Plaza
New York, New York 10001

Call: 1-800-322-2885 (toll-free from the U.S. and Canada) or +1-212-929-5500 from other countries.

Email: [email protected]

Important Notice Regarding Forward-Looking Information Contained in this Proxy Statement

This proxy statement contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to a number of risks and uncertainties. All statements that are not historical facts are forward-looking statements. Forward-looking statements can generally be identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “will,” “may,” “plan,” “project,” “potential,” “seek,” “should,” “think,” “toward,” “will,” “would” and similar expressions, or the negatives thereof, or they may use future dates. Forward-looking statements made in this document include statements regarding plans, considerations, expectations and determinations regarding future compensation decisions; the goals and objectives of our ESG strategies and initiatives; the planned resignation of certain directors; expectations regarding our pipeline of vaccine candidates; expectations regarding the benefits of the refinancing of our convertible senior notes; expectations regarding delivering value for our stockholders; and our future growth and long-term performance. Actual results may differ materially from those set forth in this proxy statement due to the risks and uncertainties inherent in our business, including risks relating to our ability to commercialize and supply HEPLISAV-B and advancing the programs in our vaccine pipeline, and risks related to the implementation of our long-term growth objectives, the aspirational nature of our ESG strategies and initiatives, which are not guarantees or promises that such strategies and initiatives will be realized or will otherwise result in the anticipated benefits to Dynavax and/or its stakeholders, as well as other risks detailed in the “Risk Factors” section of our Annual Report on Form 10-K for the financial year ended December 31, 2024, and periodic filings made thereafter, as well as discussions of potential risks, uncertainties and other important factors in our other filings with the U.S. Securities and Exchange Commission. These forward-looking statements are made as of the date hereof, are qualified in their entirety by this cautionary statement and we undertake no obligation to revise or update information herein to reflect events or circumstances in the future, even if new information becomes available. Information on Dynavax’s website at www.dynavax.com is not incorporated by reference in our current periodic reports with the SEC.

DYNAVAX TECHNOLOGIES CORPORATION

2100 Powell Street, Suite 720
Emeryville, California 94608

PROXY STATEMENT

FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

To be Held on         , 2025

GENERAL INFORMATION AND SUMMARY

This summary highlights certain information related to topics discussed in this proxy statement. This summary does not contain all of the information you should consider, and you should read this entire proxy statement carefully before voting. The proxy materials, including this proxy statement, our 2024 Annual Report on Form 10-K (the “Annual Report”), and the enclosed GOLD proxy card are first being sent or made available to stockholders on or about          , 2025.

Virtual Meeting Information

Date:         , 2025

Time:     7:00 am Pacific Time

Virtual Meeting URL: www.cesonlineservices.com/dvax25_vm

Because the Annual Meeting is being held virtually, you will not be able to attend the Annual Meeting in Person. To attend and participate in the Annual Meeting, including voting your shares at and submitting your questions during such meeting, you must pre-register by 7:00 a.m. Pacific Time on           , 2025 at www.cesonlineservices.com/dvax25_vm using the control number found on your proxy card, or voting instruction form.

Record Date:     , 2025

How to Vote if You are a Stockholder of Record

The Company encourages stockholders to fill out and return the enclosed GOLD proxy card or GOLD voting instruction form or vote by the internet as instructed on your GOLD proxy card or GOLD voting instruction form in advance of the Annual Meeting, even if you plan to attend the Annual Meeting. To vote by internet or telephone, follow the instructions provided on your GOLD proxy card or GOLD voting instruction form. You will need the control number included on your GOLD proxy card or GOLD voting instruction form. You need only vote in one way (e.g., if you vote by internet, you need not return the proxy card). We strongly encourage you to vote in advance to ensure your vote will be represented at the Annual Meeting.

Voting on the Internet or by Telephone. If you are a stockholder of record, detailed instructions for internet/telephone voting are attached to your GOLD proxy card. Your internet/telephone vote authorizes the proxy holders to vote your shares in the same manner as if you signed and returned your GOLD proxy card by mail. If you vote by telephone or the internet, please have your GOLD proxy card and control number available. The sequence of numbers appearing on your card is your control number, and your control number is necessary to verify your vote. Except as noted below, if you are a stockholder of record and you vote on the internet, your vote must be received by 8:59 p.m. Pacific Time on          , 2025. If you hold shares in street name, you may be able to vote on the internet or by telephone as permitted by your bank, broker or other nominee.

Voting by Mail. If you are a stockholder of record and received these proxy materials by mail, you may vote by completing, signing and dating your GOLD proxy card and returning it in the prepaid envelope. If you sign and return your GOLD proxy card, but do not direct how your shares should be voted on a proposal, the proxy holders will vote your shares “FOR” the four Board Nominees, “FOR” Proposals 2, 3, and 4, and “AGAINST” Proposal 5, as applicable. If you sign and return your GOLD proxy card, the proxy holders will vote your shares according to their discretion to adjourn the Annual Meeting, including for the purpose of soliciting votes in accordance with our Board’s recommendations, and on any other proposals and other matters that may be brought before the Annual Meeting.

Voting by E-mail. If you received these proxy materials via e-mail, the e-mail message transmitting the link to these materials contains instructions on how to vote your shares of Company stock and your control number.

How to Vote if Your Shares are Held in the Name of a Broker or Other Agent

If you hold shares in street name, you should complete, sign and date the GOLD voting instruction form provided to you by your bank, broker or other nominee. The availability of online or phone voting may depend on the voting process of the organization that holds your shares. Beneficial owners who want to attend and also vote at the Annual Meeting will need to obtain a legal proxy, in PDF or Image (gif, jpg or png) file format, from the organization that holds their shares giving them the right to vote their shares at the Annual Meeting. Holders who wish to attend and/or vote at the Annual Meeting must pre-register at least 24 hours prior to the Annual Meeting at www.cesonlineservices.com/dvax25_vm.

Cast Your Vote Right Away

Proposal		More Information		Board Recommendation
Proposal 1: To elect four nominees as Class I directors to hold office until the 2028 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified		Page 15		FOR the four Board- recommended nominees only (Brent MacGregor, Scott Myers, Lauren Silvernail and Elaine Sun)
Proposal 2: To approve, on an advisory basis, executive compensation for certain of our executive officers.		Page 38		FOR
Proposal 3: To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025.		Page 39		FOR
Proposal 4: To amend and restate the Company’s Restated Certificate of Incorporation to provide for the declassification of the Company’s Board of Directors on a phased basis and to implement certain other changes.		Page 41		FOR
Proposal 5: Stockholder proposal to amend the Company’s Amended and Restated Bylaws to repeal each provision of, or amendment to, the Company’s Amended and Restated Bylaws adopted by the Board without stockholder approval subsequent to November 6, 2018, if properly presented by Deep Track at the Annual Meeting.		Available in Deep Track’s proxy statement		AGAINST

Governance Highlights

We are committed to good corporate governance, which we believe is important to the success of our business and in advancing stockholder interests. Our corporate governance practices are described in greater detail in the “Corporate Governance” section. Highlights include:

2024 Business Highlights

We believe that 2024 was another highly transformative year for Dynavax, where we made substantial progress against our core strategic priorities. During the 2024 performance year and early 2025, we achieved the following in connection with our core priorities described further below:

Drive Growth of HEPLISAV-B [Hepatitis B Vaccine (Recombinant), Adjuvanted]

Advance our Differentiated Pipeline Programs into Clinical Trial Initiations and Data Readouts

Executive Compensation Highlights

We believe that compensation should align our executives’ interests with that of our stockholders over the long-term through achievement of strategic corporate objectives that are fundamental to our business and that are intended to create long-term stockholder value. Our executive compensation programs are designed to be competitive within our industry and within our peer group to enable us to attract, motivate, reward, and retain outstanding talent. The following executive compensation practices and policies have been adopted by the Compensation Committee of the Board to ensure sound corporate governance and alignment of the interests of our executives and our stockholders.

	What we do			What we do not do
	Design overall executive compensation programs to align pay with performance			No excessive change in control or severance payments
	Tie a significant proportion of equity awards to performance-based vesting			No single-trigger change in control cash payments
	Design non-equity incentive plans to incorporate personal, financial and/or operational performance goals			No repricing of underwater stock options without stockholder approval
	Engage an independent compensation consultant to guide compensation plan designs			No incentive programs with uncapped performance modifiers and/or payout
	Seek input from, listen to and respond to stockholders, incorporating reasonable changes to compensation approach as appropriate			No excise tax gross-ups
	Conduct an annual say-on-pay vote			No excessive perquisites
	Prohibit hedging and pledging by executive officers and directors			No guaranteed bonuses
	Maintain a clawback policy to recoup incentive-based compensation awards under certain circumstances			No incentive to undertake excessive risks are built into our compensation plans

BACKGROUND TO THE SOLICITATION

The summary below details the significant contacts between the Company and Deep Track through the date of this proxy statement. This summary does not purport to catalogue every conversation of or between members of the Board, the Company’s management and the Company’s advisors, on the one hand, and representatives of Deep Track and their advisors, on the other hand, relating to Deep Track’s solicitation.

The Board regularly reviews with the Company’s management and approves the Company’s strategy for delivering long-term stockholder value, including its allocation of capital to support its strategic plan. The three main pillars of the Company’s strategic plan are: (1) driving growth of the Company’s lead commercial asset, HEPLISAV-B; (2) expanding the Company’s portfolio of innovative vaccine candidates leveraging the Company’s CpG 1018® adjuvant technology; and (3) maintaining a disciplined capital allocation strategy that balances near-term and long-term value creation, including returning capital to stockholders and exploring strategic opportunities to accelerate growth.

Based on publicly available data, Deep Track: first initiated its position in the Company on December 30, 2022; first disclosed a greater than 5% position in the Company on May 19, 2023 through a Schedule 13G filing with the SEC; amended its Schedule 13G filing on February 14, 2024 to disclose a 5.49% position in the Company; and then between February and September 13, 2024 continued to build a position in the Company prior to filing a Schedule 13D, which accumulations included reaching a 8.33% position in the Company as of June 30, 2024 (as disclosed on a Schedule 13F filed with the SEC on August 14, 2024) and acquiring an additional 0.70% stake between August 5 and September 13, 2024.

Prior to August 2024, representatives of the Company met regularly with Brett Erkman, a managing director at Deep Track Capital, LP, in connection with Deep Track’s active monitoring of its investment in the Company. The interactions between Deep Track and the Company during this period included meetings following the release of quarterly financial results, as well as at investor conferences and other investor events, during which representatives of Deep Track and the Company’s management generally discussed the Company’s performance and management responded to Deep Track’s questions.

The Board and the Company’s management, along with the Company’s financial advisor Goldman Sachs & Co. (“Goldman Sachs”), routinely discuss capital allocation alternatives, including, among other things, liability management and returning capital to stockholders, along with other strategic alternatives to enhance stockholder value.

On February 15, 2024, the Board held a meeting at which the Board reviewed the Company’s capital allocation strategy with the Company’s management. At such meeting, the Board and the Company’s management discussed various capital allocation pathways including, among other topics, liability management and the possibility of a return of excess capital to the Company’s stockholders during the second half of the year. Additionally, the Board and the Company’s management reviewed the Company’s updated operating plans which provided additional clarity on the Company’s projected capital needs and available cash.

On August 7, 2024, the Company engaged an executive search firm that had assisted in prior Board refreshment efforts to assist the Board in its ongoing refreshment process, including to identify potential director candidates with vaccine research and development expertise.

On August 18, 2024, Mr. Erkman sent an email to Ryan Spencer, the Chief Executive Officer of the Company, expressing Deep Track’s views on HEPLISAV-B as a valuable Company asset and interest in understanding the Board’s views on capital allocation. Mr. Erkman also asked in that email for an introduction to Scott Myers, the Chairman of the Board.

On August 27, 2024, Mr. Myers, Mr. Spencer and Kelly MacDonald, the Chief Financial Officer of the Company, had a call with Mr. Erkman on which Mr. Myers, Mr. Spencer and Ms. MacDonald discussed their views on capital allocation and value-creation strategy and Mr. Erkman discussed Deep Track’s views that the Company should be returning capital to stockholders via share repurchases.

On August 29, 2024, the Board held a meeting at which the Board and the Company’s management continued their discussion initiated in February 2024 regarding potential opportunities to return excess capital to the Company’s stockholders, incorporating the feedback received from Mr. Erkman and other stockholders, and taking into consideration a full evaluation of the Company’s capital needs and risk-adjusted returns across all capital allocation alternatives.

On September 3, 2024, Mr. Erkman sent Mr. Myers an email indicating that he was taking Mr. Myers up on his offer for Deep Track to meet without the Company’s executive management team present and indicating that Deep Track’s founder, David Kroin, would participate in the meeting as well.

On September 13, 2024, Mr. Myers and Paul Cox, Vice President of Investor Relations & Corporate Communication of the Company, held a call with Mr. Kroin and Mr. Erkman. During the call, the representatives of Deep Track expressed their support of management, noting great operational execution by the management team. The representatives of Deep Track further expressed Deep Track’s views regarding capital allocation (namely that the Company’s cash would be best deployed by returning capital to the Company’s stockholders) and that the Company should focus exclusively on growing HEPLISAV-B sales and abandon its effort to diversify revenue through its pipeline programs and business development. The Deep Track representatives also inquired as to whether the Company would consider a royalty monetization strategy to accelerate the monetization of HEPLISAV-B sales. The representatives of Deep Track stated that they planned to file a Schedule 13D with the SEC on Monday, September 16, 2024, but that the disclosure in the Schedule 13D would be generic and not contain specific criticisms of the Company, and that Deep Track did not intend for there to be a confrontational situation. Mr. Myers noted that he would share Deep Track’s feedback with the Board.

On September 13, 2024, Mr. Myers updated the Board on the meeting with Deep Track, including Deep Track’s perspective on the Company’s capital allocation strategy and strategic plan and the expectation that Deep Track would file a Schedule 13D.

On September 16, 2024, Deep Track filed a Schedule 13D with the SEC disclosing Deep Track’s 9.56% ownership interest in the Company and stating Deep Track’s intent to engage in discussions with the Company’s management and the Board relating to the Company’s performance, business, operations, strategic opportunities, governance (including Board composition), and optimal use of cash (expressly stating Deep Track’s view that the Company’s cash would be best deployed by returning capital to the Company’s stockholders) and to take further actions with respect to Deep Track’s investment in the Company following such discussions.

Also on September 16, 2024, a representative of Deep Track’s outside counsel sent the Company’s general counsel a letter notifying the Company that the acquisition of the Company’s shares by certain members of Deep Track was subject to the Hart-Scott-Rodino Act (“HSR Act”) and that such members intended to submit their HSR filing on that date.

On September 18, 2024, the Board met with the Company’s management, Goldman Sachs and the Company’s outside counsel Cooley LLP (“Cooley”) to discuss, among other matters, the Company’s ongoing engagement with Deep Track and the Board’s views regarding the Company’s strategic plan, corporate governance and capital allocation strategy and plans.

On October 17, 2024, during one of its regular meetings to consider strategic opportunities for the Company, a committee of the Board discussed with the Company’s management, Goldman Sachs and Cooley, among other matters, the potential to implement a share repurchase program in connection with the announcement of the Company’s third quarter earnings and certain related considerations, including how such program would fit into a balanced capital allocation strategy including investments in HEPLISAV-B and the Company’s internal pipeline, capital return and potential business development opportunities.

On October 22, 2024, Deep Track acquired 5,265,000 shares of the Company’s common stock.

On October 24, 2024, Deep Track filed an amendment to its Schedule 13D disclosing a 13.6% ownership interest in the Company.

On October 27, 2024, the Board held a meeting with the Company’s management, Goldman Sachs and Cooley to discuss the potential adoption of a stockholder rights plan in light of the risks posed to the Company and its stockholders by the recent rapid accumulation of the Company’s common stock by Deep Track.

On October 29, 2024, the Company announced that the Board had adopted a limited duration rights plan (the “Rights Plan”) in response to the recent rapid accumulations of stock by Deep Track. The announcement press release noted that the Rights Plan was intended to protect the investment of Dynavax stockholders during a period in which Dynavax believes shares of the Company do not reflect the inherent value of the business or its long-term growth potential, and that the Rights Plan should reduce the likelihood that any person or group gains control of Dynavax through open market accumulation without paying all stockholders an appropriate control premium or without providing the Board sufficient opportunity to make informed judgments and take actions that are in the best interests of all stockholders. The announcement noted that, as of the date of the announcement, the Company intended to submit the Rights Plan to a vote of the Company’s stockholders at the Annual Meeting, and that the Rights Plan would expire on the day following the certification of the voting results for the Annual Meeting, unless the Company’s stockholders ratify the Rights Plan at or prior to the Annual Meeting, which case the Rights Plan would continue in effect until October 28, 2025, unless the preferred share repurchase rights thereunder are earlier redeemed or exchanged by the Company.

On October 30, 2024, the Board held a meeting with the Company’s management, Goldman Sachs and Cooley to further discuss, among other matters, the Company’s corporate and capital allocation strategies, such as liability management alternatives with respect to the then-outstanding Convertible Senior Notes due 2026, and to consider authorizing a $200.0 million share repurchase program that would enable a return of excess capital to the Company’s stockholders and preserve the Company’s ability to execute on its strategic plan.

Following the close of market on November 7, 2024, the Company issued a press release announcing earnings for the quarter ended September 30, 2024, which included financial guidance for fiscal year 2024 reflecting an expectation to achieve full-year profitability and announced increased long-term commercial opportunity for HEPLISAV-B, the discontinuation of the Company’s Tdap-1018 vaccine program and the authorization of a $200.0 million share repurchase program (the “Share Repurchase Program”). This press release stated the Company’s belief that the Share Repurchase Program would benefit the Company’s stockholders while also preserving financial flexibility to make the investments required to deliver on the Company’s strategy to maximize the HEPLISAV-B opportunity, advance the Company’s research pipeline, and pursue external opportunities to expand the Company’s portfolio with strategically aligned assets. The closing share price of the Company’s common stock on November 8, 2024, increased 8.2% over the closing share price of the prior day.

On November 11, 2024, the Company announced entry into an Accelerated Share Repurchase transaction agreement to repurchase $100.0 million of shares of Company common stock pursuant to the Share Repurchase Program.

Later on November 11, 2024, the Company held its regular post-earnings release call with a representative of Deep Track. During such call, the representative of Deep Track did not seek to discuss the Rights Plan or the matters referenced in Deep Track’s Schedule 13D filings.

On November 14, 2024, Deep Track sent a letter to the Board (“November 14 Letter”), expressing Deep Track’s views regarding capital allocation strategy for the Company. Despite Deep Track’s earlier suggestions that it had no intention of creating a confrontational situation, the letter went on to express concern that the existing Board members would not execute Deep Track’s strategy and proposed replacing three existing Board members with three Deep Track director candidates, who were described as a senior member of Deep Track and two biotechnology executives. The letter further noted that if the Board failed to engage constructively with Deep Track, Deep Track was prepared to nominate a slate of director candidates at the Annual Meeting. The letter did not specify which directors Deep Track would seek to replace in a settlement, nor did it raise any concerns about the Company’s classified board or the recently adopted Rights Plan. The letter also reiterated that Deep Track was not criticizing the Company’s operational execution.

On November 21, 2024, the Board met with the Company’s management and several advisors including Goldman Sachs and Cooley (collectively, the “Advisor Team”) to discuss the recent communications from Deep Track and next steps for engagement with Deep Track, as well as the status of the Board’s ongoing director refreshment process.

Also on November 21, 2024, a representative of Cadwalader, Wickersham & Taft LLP (“Cadwalader”), outside counsel to Deep Track, sent a letter to the Company requesting a copy of the Company’s written questionnaire for proposed director nominees and asking certain questions regarding the Company’s nomination process. The Company sent a copy of the questionnaire and responses to Cadwalader’s questions to Cadwalader on November 24, 2024.

On November 22, 2024, Mr. Myers sent an email to Deep Track requesting a call with representatives of Deep Track.

On December 3, 2024, Mr. Myers, Mr. Spencer and Mr. Cox held a call with Mr. Kroin and Mr. Erkman and engaged in a discussion regarding the topics raised in the November 14 Letter, including Deep Track’s views on the Company’s standalone prospects, capital allocation strategy, strategic plan and Board composition. Mr. Myers requested the names of Deep Track’s potential director nominees. Mr. Kroin confirmed that Mr. Erkman was the Deep Track principal mentioned in the November 14 Letter and stated that the other two potential nominees comprised a former public company CEO and a current public company CFO but that Deep Track was not prepared to share their names at this time given that Deep Track was not yet sure of whether it would be taking an adversarial or collaborative stance with the Company at such time. Mr. Myers also informed Deep Track that the Board was nearing completion of its current director recruitment process undertaken as part of the Board’s ongoing refreshment process and that the Board had identified a qualified independent candidate that would add value to the Board. Deep Track reiterated that it was not seeking to replace management and that its recent actions were strictly related to capital allocation strategy.

On December 12, 2024, the Board met with the Company’s management and the Advisor Team to discuss the November 14 Letter, the December 3, 2024, meeting with Deep Track, ongoing Board refreshment matters (including the timing of appointing Dr. Emilio Emini to the Board and the expansion of the search for director candidates to include finance experts), and potential next steps for the Company’s engagement with Deep Track. Following discussion, it was the consensus of the Board to inform Deep Track that: (1) the Board would be willing to engage with Deep Track on potential settlement terms if Deep Track would share the names of its contemplated director nominees so the Board could assess the nominees in accordance with the Board’s process for reviewing new director candidates and (2) the Board was planning to appoint a highly qualified independent director to the Board.

On December 18, 2024, Mr. Myers sent an email to Mr. Kroin and Mr. Erkman, noting that Deep Track’s feedback from their prior call had been shared with the Board and again asking Deep Track to share the names and resumes of its contemplated director nominees to enable the Board to evaluate them in accordance with its process for reviewing new director candidates.

Later on December 18, 2024, Mr. Kroin sent an email to Mr. Myers and Mr. Spencer stating that: (1) Deep Track’s two independent candidates were long-tenured and well-respected public biotechnology executives, (2) before making a full introduction to the Company of Deep Track’s candidates, Deep Track required a clear agreement as to next steps, timeline, where the candidates would be placed on the Board and its committees and which directors would be stepping down and (3) it would be helpful to agree on a potential public announcement date of the new directors to establish the timeline for completing the Board’s new director candidate review process. The email concluded by noting that time was of the essence given that Deep Track also needed to prepare for the possibility that the parties would not come to an agreement, which would force Deep Track to nominate its own candidates for the Annual Meeting.

On December 19, 2024, Mr. Myers sent an email to Mr. Kroin stating that: (1) the Board is supportive of the ongoing dialogue but could not commit to anything further before Deep Track’s candidates complete the interview and review process required for all new director candidates, (2) the Company stands ready to evaluate Deep Track’s candidates, and (3) if Deep Track remains unwilling to share the names of its candidates and have them submit for interviews and would rather reveal them through formal nomination papers, then the Company leaves that to Deep Track’s discretion.

Later on December 19, 2024, a representative of Cooley reached out to Cadwalader for a call. During the call, the representative of Cooley: (1) reiterated the willingness of the Board’s Nominating and Corporate Governance Committee (the “Nominating and Corporate Governance Committee”) to meet with Deep Track’s contemplated nominees if Deep Track would share their names as part of the Nominating and Corporate Governance Committee’s process for evaluating potential director nominees, (2) noted that the Board has been working on board refreshment pre-dating Deep Track filing its Schedule 13D and is ready to appoint a highly qualified independent director candidate with significant vaccine expertise (referring to Dr. Emini, although Dr. Emini’s name was not disclosed during the call) (the “Initial New Director”), but the Board had held off on the appointment to allow discussions with Deep Track to progress, and (3) stated that if Deep Track was unwilling to share the names of its candidates, the Board may proceed with appointing the Initial New Director in the near term.

On December 30, 2024, at Cadwalader’s request, representatives of Cadwalader and Cooley had a call during which representatives of Cadwalader stated that: (1) the Initial New Director could potentially be part of a negotiated resolution subject to alignment on the overall settlement framework and (2) Deep Track would share the names of its independent director candidates and allow them to be interviewed if the Company assured Deep Track that the Board was open to a settlement framework that would permit Deep Track to change a majority of the Board by the end of the 2026 Annual Meeting. During this discussion, the representatives of Cooley expressed to Cadwalader that the Board was open to making meaningful change to the Board’s composition in connection with a settlement, but that the Board was not in a position to make any commitments on settlement terms until it could properly evaluate Deep Track’s contemplated director candidates. Representatives of Cooley asked questions regarding Deep Track’s position and noted that as part of its refreshment process the Board had identified highly qualified independent director candidates with public company CFO experience whom the Company believed should also be considered in the context of a negotiated resolution. Representatives of Cadwalader expressed that Deep Track had a strong preference to have its independent director candidates selected over independent director candidates identified through the Company’s refreshment process.

On January 2, 2025, following consultation with management and Mr. Myers, representatives of Cooley held a call with representatives of Cadwalader at Cooley’s request, during which representatives of Cooley conveyed that: (1) while the Company could not provide firm assurances until Deep Track revealed its full slate of director candidates, in a mutually agreeable negotiated solution, the Company would be open to adding at least one other qualified director in addition to the Initial New Director, (2) the Company expects at least one individual to be coming off the Board in the near term, (3) it was not appropriate or acceptable for Deep Track to be permitted to run a proxy contest in 2026 if Mr. Erkman were added to the Board in a settlement and (4) if Deep Track does not provide the names of its independent candidates over the next few days, the Board plans to appoint the Initial New Director to the Board, although the Board expects to continue engaging in good faith with Deep Track regarding a potential negotiated resolution following such appointment. During the call, representatives of Cadwalader reiterated Deep Track’s requirement that any settlement framework leave open the ability for Deep Track to cause a turnover of a majority of the Board by the end of the 2026 Annual Meeting.

On January 3, 2025, Mr. Kroin sent an email to Mr. Myers and Mr. Spencer that included the names of and biographical information regarding the three director nominees Deep Track would propose in a proxy contest: Brett Erkman, Don Santel and Jeff Farrow (the “Initial Deep Track Nominees”). The email also asked for Deep Track to be allowed to meet with the Initial New Director. Neither this email nor any Deep Track communication prior to this point suggested that Deep Track would include a fourth nominee in a proxy contest.

On January 4, 2025, Mr. Myers sent an email to Mr. Kroin and Mr. Erkman: (1) confirming that the Nominating and Corporate Governance Committee would meet with each of the Initial Deep Track Nominees over the next two weeks as part of the Committee’s process for evaluating potential director nominees and (2) stating that the Initial New Director is a former biopharmaceutical executive with world class expertise in the vaccine space, which the Board believes is highly relevant to the Company’s business and accretive to the Board’s existing capabilities, and that the Company understands Deep Track’s desire to learn more and can discuss more details once the parties are further along in this process.

Between January 6, 2025 and January 13, 2025, the Nominating and Corporate Governance Committee met with and interviewed each of the Initial Deep Track Nominees.

On January 7, 2025, the Nominating and Corporate Governance Committee held a meeting to discuss the upcoming interviews with the Initial Deep Track Nominees, the current skillsets and composition of the Board and the status of the Nominating and Corporate Governance Committee’s evaluation of other independent director candidates identified as part of the Board’s ongoing refreshment process.

On January 14, 2025, Mr. Spencer, Ms. MacDonald and Mr. Cox met in person with Mr. Erkman as part of normal course activities at an industry investor conference and discussed corporate updates with respect to the Company. During this meeting, the parties did not discuss matters relating to the ongoing settlement discussions.

On January 16, 2025, the Nominating and Corporate Governance Committee met with the Company’s management and Advisor Team and discussed the Initial Deep Track Nominees and the additional potential Board candidates identified as part of the Board’s ongoing refreshment process, including Dr. Emini and Lauren Silvernail. The Committee noted that they had completed interviews with each of these candidates and reviewed each candidate’s qualifications to serve on the Board and ability to devote sufficient time to the business of the Company. The Committee members discussed their perceptions of the independence of Mr. Farrow and Mr. Santel from Deep Track, and noted the discussion of key elements of the Company’s strategic plan and capital allocation strategy during their interviews. After discussion, the Committee reached a consensus that: (1) the potential Board candidates identified through the ongoing Board refreshment process were more qualified than the Initial Deep Track Nominees; (2) the Committee would be supportive of Mr. Santel joining the Board in the context of a settlement with Deep Track but did not believe that Mr. Farrow was as desirable a candidate as compared to the other finance expert candidates under consideration; and (3) Mr. Erkman does not have skills or experience directly relevant to the Company’s business, operations and strategic objectives given that, among other factors, Mr. Erkman has no prior experience on any public or private corporate board or any senior management experience in the life sciences industry.

On January 21, 2025, the Board met with the Company’s management and Advisor Team to discuss the path forward with respect to Deep Track. The Nominating and Corporate Governance Committee reviewed for the Board the conclusions it had reached at its January 16^th meeting and made its recommendations to the Board regarding the Initial Deep Track Nominees. The Board discussed the Initial Deep Track Nominees and the additional potential Board candidates, including Dr. Emini and Lauren Silvernail. The Board also discussed the implications of entering into settlement negotiations with Deep Track and what terms may be in the best interests of the Company and its stockholders in a potential settlement. Following discussion, the Board approved outreach by Mr. Myers and Mr. Spencer to Deep Track with an initial offer for settlement and provided input to Mr. Myers and Mr. Spencer on potential fallback positions that may be acceptable to the Board. The Board also emphasized that in any event, Dr. Emini should be appointed to the Board by the end of January given the multiple delays in his appointment.

On January 22, 2025, Mr. Myers and Mr. Spencer called Mr. Kroin with an initial offer for settlement (the “January 22 Proposal”), which consisted of: (1) the appointment of Mr. Santel and Dr. Emini to the Board immediately upon announcement of the settlement, (2) the departure of one of the Company’s longer-tenured incumbent directors as of the 2025 Annual Meeting and (3) Deep Track’s agreement to a customary voting agreement and a two-year standstill to expire prior to the expiration of the nomination window for the 2027 annual meeting of the Company’s stockholders. Mr. Myers and Mr. Spencer also noted that the Board had identified an additional independent finance expert director candidate with CFO experience whom the Board believes would be a more suitable director than Mr. Erkman or Mr. Farrow. Mr. Kroin immediately rejected the January 22 Proposal on the call.

Later on January 22, 2025, Mr. Kroin emailed Mr. Myers and Mr. Spencer with a counterproposal for settlement (the “January 22 Counterproposal”), which consisted of: (1) the appointment of Mr. Erkman and Mr. Santel to the Board at the 2025 Annual Meeting, (2) the departure of two incumbent directors at the 2025 Annual Meeting, (3) the Company’s submission of a proposal to its stockholders at the Annual Meeting providing for the immediate declassification of the Board and the Company’s agreement to use its best efforts to obtain the necessary stockholder votes at the Annual Meeting to adopt such proposal, (4) capping the size of the Board at nine directors as of the Annual Meeting and (5) the removal of the Rights Plan. Mr. Kroin also noted that Deep Track would be willing to evaluate the Initial New Director and the Board’s finance expert candidate only in the context of a nine-director Board (implying that the Company would need to replace existing directors to appoint such candidates) and reiterated

that Deep Track would not agree to any settlement which removes its ability to cause a turnover of a majority of the Board by the end of the 2026 Annual Meeting.

On January 23, 2025, representatives of Cooley and Goldman Sachs had a call with a representative of Cadwalader at Cooley’s request to discuss the January 22 Counterproposal. During the call, the Company’s advisors noted that the Company viewed the January 22 Counterproposal as unconstructive in a number of respects, including because it introduced new conditions into the settlement framework (including the declassification concept). During the call, the representative of Cadwalader suggested that Deep Track remained primarily focused on the majority turnover of the Board objective discussed on prior calls and that declassification was not a requirement for a settlement.

On January 25, 2025, Mr. Myers and Mr. Spencer had a call with Mr. Kroin and Mr. Erkman at Mr. Myers’ request. During the call, Mr. Myers and Mr. Spencer presented a revised settlement proposal (the “January 25 Proposal”), subject to Board approval, which consisted of: (1) the appointment of Mr. Santel, Dr. Emini and Ms. Silvernail to the Board prior to the Annual Meeting, (2) up to three incumbent directors resigning prior to the 2026 Annual Meeting and thereafter capping the size of the Board, (3) reducing the standstill period from two years to one year and (4) allowing the Rights Plan to expire by its terms at the Annual Meeting. Mr. Myers and Mr. Spencer also conveyed the Board’s determination that adding Mr. Erkman is not in the best interests of the Company and its stockholders given his skillset and experience, the needs of the business and the other highly qualified candidates that had been identified. Mr. Kroin immediately rejected the January 25 Proposal on the call and reiterated that Deep Track would only be willing to settle upon the terms of the January 22 Counterproposal, including the appointment of Mr. Erkman.

On January 26, 2025, the Board met with the Company’s management and the Advisor Team to discuss the status of discussions with Deep Track, including feedback from the January 25th meeting. The Board determined that Deep Track’s January 22 Counterproposal was not in the best interests of the Company and its stockholders, and further determined that, given Deep Track’s unwillingness to engage in constructive negotiations despite the Company making multiple reasonable settlement proposals, it was appropriate to proceed with the Board’s proactive refreshment program at this time. The Board also discussed various considerations related to its classified board structure and the appropriate timing and structuring of declassification, which had been under continuing evaluation by the Board and Nominating and Corporate Governance Committee since early 2024. Following discussion, the Board determined to appoint Ms. Silvernail and Dr. Emini as members of the Board, effective February 3, 2025, and to accept the resignations of each of Peggy Phillips and Julie Eastland effective immediately prior to the opening of the polls at the Annual Meeting, at which time the Board size would be decreased to nine directors. Further, the Board determined to propose the amendment and restatement of the Company’s Restated Certificate of Incorporation for the phased declassification of the Board beginning at the 2026 Annual Meeting, which would result in all directors standing for election annually beginning with the Company’s 2028 annual meeting of stockholders (the “2028 Annual Meeting”).

On January 27, 2025, the Company issued a press release announcing the advancement of its Board refreshment program, with the appointments of Dr. Emini and Ms. Silvernail to the Board and the departures of Ms. Phillips and Ms. Eastland from the Board immediately prior to the 2025 Annual Meeting, following which the Board would be comprised of nine directors. The Company also disclosed the Board’s intent to seek stockholder approval at the 2025 Annual Meeting for the declassification of the Board on a phased basis.

Later on January 27, 2025, Mr. Kroin sent an email to Mr. Myers and Mr. Spencer asking whether settlement negotiations were over or if the Company intended to send a further settlement proposal.

On January 28, 2025, Mr. Myers and Mr. Spencer sent an email to Mr. Kroin: (1) explaining that the Board had determined that it was not willing to accept the January 22 Counterproposal as reiterated by Mr. Kroin on the January 25th call and (2) expressing the Board’s continued openness to a negotiated solution, including adding Mr. Santel to the Board in the context of a settlement. The email further stated that the Board does not intend to appoint Mr. Erkman to the Board as part of any settlement and welcomed Deep Track to put forth a revised settlement proposal for the Board’s consideration.

Later on January 29, 2025, Mr. Kroin sent an email to Mr. Myers and Mr. Spencer with a counterproposal (the “January 29 Counterproposal”), which consisted of: (1) the appointment of Mr. Santel to the Board and the departure of another incumbent director to maintain the Board size at nine directors, together with a request for Mr. Santel to meet with each of Mr. Myers and Mr. Spencer; (2) extinguishment of the Rights Plan; (3) full declassification of the Board following the Annual Meeting (if approved by the Company’s stockholders) and (4) an increase to the size of the Share Repurchase Program from $200.0 million to $400.0 million. Mr. Kroin also noted his disappointment in the Board’s refusal to appoint Mr. Erkman to the Board as a stockholder representative, notwithstanding Mr. Erkman’s lack of prior corporate board experience. That evening, Mr. Myers and Mr. Spencer responded to Mr. Kroin’s email, offering to meet with Mr. Santel and noting that Cooley would be in touch with Cadwalader to discuss the January 29 Counterproposal.

On January 30, 2025, Mr. Myers and Mr. Spencer each met separately with Mr. Santel at Mr. Santel’s request.

Also on January 30, 2025, representatives of Cooley updated the Board on recent developments with Deep Track, including the January 29 Counterproposal, and reviewed the proposed response discussed among Mr. Myers, management, the advisor group and certain other directors.

Later on January 30, 2025, a representative of Cooley held a call with representatives of Cadwalader to discuss the Company’s response to the January 29 Counterproposal. On the call, the representative of Cooley stated that: (1) the Board may be open to a settlement involving Mr. Santel being appointed to the Board and one of the Board’s long-tenured directors (none of whom are standing for election at the Annual Meeting) departing the Board at the Annual Meeting, subject to a customary cooperation agreement, including a voting agreement and a one-year standstill provision, (2) the Company was open to allowing the Rights Plan to expire by its terms at the Annual Meeting in the context of a settlement, (3) the Board has already announced its phased declassification strategy and does not intend to change it and (4) there would be no commitment to increase the Share Repurchase Program, although the Board would take Deep Track’s views into consideration as it continues to assess the deployment of the Company’s capital (the “January 30 Proposal”). During the call, the representatives of Cadwalader asked questions regarding certain terms that would be included in the draft cooperation agreement implementing the settlement, and the representative of Cooley offered to send a draft cooperation agreement immediately following the call to enable Deep Track to review the terms in full.

Immediately following the call, Cooley sent Cadwalader a draft cooperation agreement reflecting the January 30 Proposal. Cadwalader did not respond to or acknowledge receipt of the draft cooperation agreement.

On February 1, 2025, the Board met with the Company’s management and the Advisor Team to discuss the status of engagement with Deep Track, at which the Board also reviewed the terms of the January 30 Proposal.

Also on February 1, 2025 a representative of Cooley sent an email to a representative of Cadwalader asking for any updates on timing. The representative of Cadwalader did not respond to Cooley’s email, nor did Deep Track or any of its representatives further engage with the Company or any of its representatives after January 30, 2025 through February 18, 2025.

On February 13, 2025, the Board met with the Company’s management for the standing quarterly Board update meeting and discussed, among other things, a business update and comprehensive corporate strategy update, which included discussion of capital allocation alternatives, Share Repurchase Program progress and liability management opportunities.

On February 18, 2025, White & Case LLP, new outside counsel to Deep Track (“White & Case”) submitted a notice to the Company on behalf of Deep Track (the “Deep Track Nomination Notice”) which: (1) nominated each of the three Initial Deep Track Nominees, as well as a new nominee, Michael Mullette (collectively, the “Deep Track Nominees”) for election to the Board at the Annual Meeting and (2) included a proposal for adoption at the Annual Meeting to repeal each provision of, or amendment to, the Company’s Amended and Restated Bylaws adopted by the Board without stockholder approval subsequent to November 6, 2018.

On February 19, 2025, Deep Track issued a press release with a letter to the Company’s stockholders regarding its nomination of the Deep Track Nominees and filed an amendment to its Schedule 13D with respect to the Deep Track Nomination Notice and intent to file a preliminary proxy statement with respect to the proposals set forth therein. The Company promptly updated the Board regarding the Deep Track Nomination Notice and Deep Track’s press release and provided the Company’s proposed press release in response to the Board for review.

Later on February 19, 2025, the Company issued a press release regarding the Company’s execution of its strategic plan and ongoing Board refreshment process and the Company’s engagement with Deep Track. Later that day, the Board held a meeting to discuss the Deep Track Nomination Notice, the Company’s public response and expected next steps.

On February 20, 2025, the Company announced earnings for the fourth quarter and full year of 2024, and provided full-year 2025 financial guidance.

Also on February 20, 2025, White & Case delivered to the Company and Cooley, on behalf of Deep Track, a letter to the Board requesting confirmation that Deep Track’s nomination of the Deep Track Nominees was properly made under the Company’s Amended and Restated Bylaws and applicable law.

On February 21, 2025, Cooley delivered to Deep Track and White & Case, on behalf of the Company, a letter raising certain questions regarding the Nomination Notice.

On February 22, 2025, White & Case provided a letter responding to each of the requests for supplementary information set forth in Cooley’s February 21 letter.

On February 25, 2025, White & Case sent a letter to the Company demanding that certain books and records be made available to Deep Track under Section 220 of the General Corporation Law of the State of Delaware in order for Deep Track to obtain names and addresses of the Company’s stockholders for its contemplated proxy solicitation (the “February 25 Demand Letter”).

On March 4, 2025, Cooley sent a response letter to White & Case’s February 25 Demand Letter agreeing to produce the requested information to the extent such information was available, subject to Deep Track’s execution of a confidentiality agreement on mutually agreeable terms (the “Confidentiality Agreement”), including proposed revisions to the form of confidentiality agreement provided by White & Case in the February 25 Demand Letter. From this time until March 13, 2025, Cooley and White & Case further negotiated the draft Confidentiality Agreement on behalf of the Company and Deep Track, respectively, which was ultimately executed as of March 13, 2025.

Between February 21, 2025 and March 5, 2025, a Board committee and the Company’s management met several times with its capital markets advisors and Cooley to discuss and approve the Company’s liability management strategy and intention to refinance a majority of its Convertible Senior Notes due 2026.

On March 6, 2025, the Company announced that it refinanced $185.3 million in aggregate principal amount of 2.50% Convertible Senior Notes due 2026 with $225.0 million in aggregate principal amount of 2.00% Convertible Senior Notes due 2030, including approximately $40.0 million in new notes, as well as a repurchase of $8.0 million in shares of the Company’s common stock under the Share Repurchase Program (the “Convertible Debt Refinancing”). The Convertible Debt Refinancing extended the maturity of most of the Company’s existing debt, lowered the Company’s overall cost of capital and reduced dilution to the Company’s existing capital structure.

On March 10, 2025, Deep Track issued a press release with a letter to the Company’s stockholders regarding, among other things, Deep Track’s views on the Convertible Debt Refinancing (the “March 10 Deep Track Letter”).

Following the release of the March 10 Deep Track Letter, Mr. Spencer and other members of the Company’s senior management discussed with Mr. Myers, other members of the Board and the Company’s advisors regarding whether and how the Company should respond to Deep Track and whether it would be possible to arrive at a mutually agreeable settlement with Deep Track that would be in the best interests of the Company and its stockholders and avoid the cost and distraction of a proxy contest. Mr. Myers and the other directors expressed support for re-engaging with Deep Track on a potential settlement proposal.

On March 12, 2025, at the request of Mr. Spencer, Mr. Spencer and Mr. Cox had a call with Mr. Kroin. On the call, Mr. Spencer conveyed a revised settlement proposal (the “March 12 Proposal”) consisting of the appointment of two of Deep Track’s independent nominees to the Board and two additional incumbent directors resigning from the Board effective at the 2025 Annual Meeting (maintaining the size of the Board at nine directors), subject to Deep Track agreeing to a cooperation agreement, including a one-year standstill and voting agreement. Mr. Kroin acknowledged the March 12 Proposal as being a meaningful improvement to prior settlement proposals, but indicated that he would continue to require Mr. Erkman’s appointment to the Board as part of any settlement and would need a commitment to increase the Share Repurchase Program. In response, Mr. Spencer indicated that he expected the Board would require a two-year standstill restriction before the Board would even consider adding Mr. Erkman to the Board in the context of a settlement. Additionally, Mr. Spencer explained the rationale for not increasing the Share Repurchase Program that the Company is still executing, but expressed the Board’s willingness to consider future increases to the Share Repurchase Program. Mr. Kroin indicated that he would consider the proposal and get back to Mr. Spencer with a counterproposal.

On March 13, 2025, Mr. Kroin and Mr. Spencer held a call during which Mr. Kroin requested that Mr. Kroin and Mr. Erkman be permitted to give a presentation to the Board regarding Deep Track’s investment thesis for the Company prior to providing a revised settlement proposal. Mr. Kroin noted that White & Case would contact Cooley to discuss the parties entering into a non-disclosure agreement covering the subject matter of such presentation. Mr. Spencer agreed to discuss the request with the Company’s counsel and Mr. Myers prior to agreeing to the presentation or terms under which the presentation would be made. Mr. Spencer asked Mr. Kroin to share Deep Track’s revised settlement proposal in advance of any Board presentation.

On March 14, 2025, representatives of White & Case and Cooley held a call during which the representative of White & Case requested to negotiate a non-disclosure agreement to facilitate Deep Track’s presentation to the Board, which agreement would prohibit the Company and Deep Track from disclosing, in the context of a proxy contest or otherwise, the contents of such presentation or any discussions between Deep Track and the Board during such presentation. The representative of Cooley stated that the Company would allow Deep Track to present to the Board but that a non-disclosure agreement was unnecessary. The representatives of White & Case and Cooley discussed the appropriate scope of discussions at the meeting, and the representative of White & Case stated his view that the Company’s response was a rejection of Deep Track’s request. The Cooley representative disputed this characterization and again made clear that Deep Track could present to the Board.

On March 17, 2025, the Board met with the Company’s management and the Advisor Team to discuss the status of discussions with Deep Track.

On March 20, 2025, Mr. Kroin sent an email to Mr. Spencer (1) expressing disappointment in hearing from Deep Track’s counsel that the Board rejected Deep Track’s proposal for a private discussion under a non-disclosure agreement and (2) rejecting the March 12 Proposal, noting concern that the two Deep Track nominees offered under the terms of the March 12 Proposal would be at high risk of being “boxed out” by the remaining seven directors that would be on the Board. In such email, Mr. Kroin made a counterproposal (the “March 20 Counterproposal”) consisting of: (i) the appointment of Mr. Erkman and two other Deep Track nominees to the Board; (ii) the departure of Mr. Myers and two other existing directors from the Board; and (iii) Deep Track’s entry into a standstill agreement (without specifying a timeframe for such standstill). The March 20 Counterproposal reflected the first time that Deep Track requested the replacement of Mr. Myers in the context of a settlement.

Later on March 20, 2025, Mr. Spencer sent an email to Mr. Kroin clarifying that the Board remains happy to have Deep Track make a presentation to the Board so Deep Track has the opportunity to share its ideas and answer any questions from the Board directly, but that the Company did not believe a non-disclosure agreement was necessary. Mr. Spencer also expressed the Company’s continuing willingness to engage with Deep Track in negotiating a constructive solution, but that the March 20 Counterproposal went beyond what was anticipated and that the Company’s proposed terms for settlement remained as presented in the March 12 Proposal.

On March 22, 2025, Mr. Kroin sent an email to Mr. Spencer further explaining Deep Track’s rationale for requiring a non-disclosure agreement to present to the Board and stating that Deep Track and the Company are at an impasse and that Deep Track would be moving forward with a proxy contest.

On March 31, 2025, the Board met with the Company’s management and the Advisor Team and based upon the Company’s criteria for nominations of directors to the Board, after taking into consideration the respective qualifications and credentials of the Board Nominees and the Deep Track Nominees and the unanimous recommendation of the Nominating and Corporate Governance Committee (adopted at a meeting of such committee on March 31, 2025), the Board unanimously determined (i) to nominate the Board Nominees (Brent MacGregor, Scott Myers, Lauren Silvernail and Elaine Sun) for election to the Board at the Annual Meeting, to serve until the 2028 Annual Meeting, and not to nominate any of the Deep Track Nominees to be included in the Board’s slate of director nominees for the Annual Meeting, (ii) to submit the Board Nominees to the Company’s stockholders for election at the Annual Meeting and recommend that the Company’s stockholders vote, with respect to Proposal 1,“FOR” the election of only each of the four Board Nominees (Brent MacGregor, Scott Myers, Lauren Silvernail and Elaine Sun) and not in favor of the election of any of the Deep Track Nominees, (iii) to approve the proposed amendment and restatement of the Company’s Restated Certificate of Incorporation in the form attached hereto as Appendix C, and submit Proposal 4 for approval by the Company’s stockholders at the Annual Meeting and to recommend that the Company’s stockholders vote “FOR” Proposal 4 and (iv) to recommend that the Company’s stockholders vote “AGAINST” Proposal 5, the Bylaw Proposal. The Board also discussed whether to submit the Rights Plan for ratification by the Company’s stockholders at the Annual Meeting, taking into account the initial rationale for adopting the Rights Plan. Following discussion, the Board determined to allow the Rights Plan to expire by its terms on the day following the certification of voting results for the Annual Meeting and to reassess any need for an additional stockholder rights plan as and when additional threats to the Company and its stockholders arise.

On April 3, 2025, the Company filed this proxy statement with the SEC in preliminary form.

PROPOSAL 1

ELECTION OF DIRECTORS

Our Board is currently divided into three classes, and each class has a three-year term. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is elected and qualified.

On January 26, 2025, our Board appointed (i) Lauren Silvernail to serve as a Class I director until the Annual Meeting and (ii) Emilio Emini, Ph.D. to serve as a Class III director until the 2027 Annual Meeting of Stockholders, in each case effective as of February 3, 2025, and until her or his successor is duly elected and qualified, or until her or his earlier death, resignation or removal. At that time, the Board increased the authorized number of directors to eleven (11), effective as of immediately prior to the appointments of Ms. Silvernail and Dr. Emini. On January 26, 2025, Peggy V. Phillips, a Class III director, and Julie Eastland, a Class I director, notified the Company that Ms. Phillips will be retiring and Ms. Eastland will be resigning from the Board, each effective immediately prior to the Annual Meeting. In view of the retirement and resignation of Mses. Phillips and Eastland immediately prior to the Annual Meeting, the Board decreased the authorized number of directors to nine (9), effective immediately prior to the Annual Meeting.

As a result, four Class I director nominees will be elected at this Annual Meeting. Each of Ms. Sun and Messrs. MacGregor and Myers is a nominee for director and currently a director of the Company, previously elected by the stockholders at our 2022 Annual Meeting of Stockholders, and Ms. Silvernail is a nominee for director and currently a director of the Company, previously appointed by the Board, effective February 3, 2025.

Each of Mses. Silvernail and Sun and Messrs. MacGregor and Myers has agreed to serve if elected.

Each Director elected at the Annual Meeting will serve until the 2028 Annual Meeting of Stockholders and until their successor is elected and has qualified, or until her or his earlier death, resignation or removal.

As described previously, Deep Track has notified the Company of its intention to nominate four candidates to stand for election as directors at the Annual Meeting in opposition to the Board Nominees. As a result, assuming such Deep Track Nominees are in fact nominated for election at the Annual Meeting and all such nominations have not been withdrawn or abandoned by Deep Track, the number of director nominees will exceed the number of directors to be elected at the Annual Meeting. As provided under our Amended and Restated Bylaws, directors will be elected by a plurality of the votes of the shares present virtually at the Annual Meeting or represented by proxy and entitled to vote generally on the election of directors. This means that the four director nominees receiving the greatest number of votes cast “FOR” their election will be elected.

The Board does NOT endorse any of the Deep Track Nominees, and unanimously recommends that you only vote using the enclosed GOLD proxy card or GOLD voting instruction form “FOR” only each of the four Board Nominees: Brent MacGregor, Scott Myers, Lauren Silvernail and Elaine Sun. The Board strongly urges you to discard and NOT to vote using any white proxy card or white voting instruction form that may be sent to you by Deep Track. If you have already voted using a white proxy card or white voting instruction form sent to you by Deep Track, you have every right to change your vote and we strongly urge you to revoke that proxy by using the GOLD proxy card or GOLD voting instruction form to vote in favor of the election of ONLY each of the four nominees recommended by the Board (Brent MacGregor, Scott Myers, Lauren Silvernail and Elaine Sun) - by internet, or by signing, dating and returning the enclosed GOLD proxy card or GOLD voting instruction form in the postage-paid envelope provided. Only the latest validly executed proxy that you submit will be counted; any proxy may be revoked at any time prior to its exercise at the Annual Meeting. If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, MacKenzie Partners, 1-800-322-2885 (toll-free from the U.S. and Canada) or +1-212-929-5500 from other countries or via email at [email protected].

You may receive solicitation materials from Deep Track, including proxy statements and white proxy cards or white voting instruction forms. Information about the Deep Track Nominees may be found in Deep Track’s proxy statement. The Company is not responsible for the accuracy or completeness of any information provided by or relating to Deep Track or its nominees contained in the solicitation material filed or disseminated by or on behalf of Deep Track or any other statements Deep Track may make. Stockholders will be able to obtain, free of charge, copies of all proxy statements, including Deep Track’s proxy statement, any amendments or supplements thereto and any other documents when filed by the applicable party with the SEC in connection with the Annual Meeting at the SEC’s website (www.sec.gov).

Vote Required

Directors are elected by a plurality of the votes of the shares present virtually at the Annual Meeting or represented by proxy and entitled to vote generally on the election of directors. The four nominees (whether the Board Nominees, the Deep Track Nominees, or a mix thereof) receiving the highest number of affirmative votes will be elected. If any Board Nominee becomes unavailable for election as a result of an unexpected occurrence, shares represented by executed GOLD proxy cards will be voted for the election of a substitute nominee proposed by our Board. Our Board has no reason to believe that any Board Nominee will be unable to serve. “WITHHOLD” votes and any broker non-votes will be counted for purposes of determining if there is a quorum at the Annual Meeting but will not be counted as votes cast.

Set forth below is certain biographical information as of April 14, 2025, regarding the experience, qualifications, attributes or skills that led our Nominating and Corporate Governance Committee to believe that each director or nominee should serve on the Board. There are no family relationships among any of our executive officers or directors.

CLASS I DIRECTOR NOMINEES

THE BOARD OF DIRECTORS RECOMMENDS
A VOTE “FOR” EACH BOARD NOMINEE.

Information About Our Continuing Directors

Set forth below is certain biographical information as of April 14, 2025 for the remaining members of our Board whose term as a director will continue after the Annual Meeting.

CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING

CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING

EXPERIENCE AND ATTRIBUTES OF OUR BOARD OF DIRECTORS

 Our directors have a broad and diverse set of skills, experiences and vaccine industry knowledge that we believe provide strong strategic direction and oversight for our business.

Scott Myers (Chairman)

Ryan Spencer (CEO)

Francis Cano

Emilio Emini

Daniel Kisner

Brent MacGregor

Peter Paradiso

Lauren Silvernail

Elaine Sun

Total

Extensive Industry Knowledge

9 / 9

Vaccine Experience (R&D, Sales, Marketing)

7 / 9

Operational / Commercial Experience

9 / 9

Clinical Development

5 / 9

Business Development/M&A Experience

8 / 9

Finance/Capital Allocation

8 / 9

Public Company C-Suite Experience

6 / 9

Public Health/Government

2 / 9

Other Public Company Board Experience

6 / 9

INDEPENDENCE OF THE BOARD OF DIRECTORS

As required under the Nasdaq listing standards, and our Corporate Governance Guidelines, independent directors must comprise a majority of our Board. Under Nasdaq rules, a director will only qualify as independent if the listed company’s Board makes an affirmative determination that the person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In addition, applicable Nasdaq rules require that, subject to specified exceptions, each member of our audit, compensation and nominating committees be independent. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act.

Our Board has undertaken a review of the independence of each director and considered whether any director has a material relationship that could compromise such director’s ability to exercise independent judgment in carrying out such director’s responsibilities. Based upon the information requested from and provided by each director concerning such director’s background, employment and affiliations, including family relationships, the Board determined that each of Ms. Eastland, Mr. Myers, Ms. Phillips, Ms. Silvernail, Ms. Sun and Mr. MacGregor, as well as Drs. Cano, Emini, Kisner and Paradiso are “independent directors” as defined under current rules and regulations of the SEC and the listing standards of Nasdaq. In making this determination, our Board considered the current and prior relationships and transactions that each non-employee director has had with the Company and other facts and circumstances that the Board considered relevant, including transactions involving directors described in “Certain Transactions- Related Persons Transactions and Indemnification”

We also considered Dr. Paradiso’s relationship to CEPI, as a member of its Scientific Advisory Group, in light of the transaction entered into between the Company and CEPI in January 2021, pursuant to which CEPI provided the Company, among other things, financing to manufacture our CpG 1018 adjuvant in the form of a forgivable loan that we can and have drawn upon, and that CEPI partners will be able to buy CpG 1018 adjuvant from us under certain prescribed terms as set forth in that same agreement. We also considered a consulting agreement Dr. Paradiso entered into with the Company in January 2023 and amended in February 2025, pursuant to which Dr. Paradiso may receive $500 per hour for certain advisory services related to our research and development programs and the scientific evaluation of opportunities, as well as $250 per hour for associated travel time. In 2024, Dr. Paradiso’s aggregate compensation pursuant to this consulting agreement was $14,750, and we do not expect his aggregate compensation under this consulting agreement to vary significantly during 2025. The Board determined that none of these transactions would interfere with the exercise of independent judgment in carrying out director responsibilities.

By virtue of his employment with the Company as Chief Executive Officer, Ryan Spencer is not an independent director.

BOARD LEADERSHIP STRUCTURE

Our Board is currently chaired by Scott Myers. The duties of the chairperson include presiding over all meetings of the Board, preparing the agenda for Board meetings in consultation with the Chief Executive Officer and other members of our Board, and calling and presiding over meetings of non-employee directors. Our Board believes that separation of the positions of chairperson and Chief Executive Officer reinforces the independence of our Board in its oversight of our business and affairs. In addition, such separation helps create an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of our Board to monitor whether management’s actions are in the best interests of our Company and its stockholders. Our Board leadership structure is reviewed regularly by our Board.

MEETINGS OF THE BOARD OF DIRECTORS

During 2024, our Board met 12 times. All Board members attended at least 75% or more of the aggregate number of the meetings of the Board and the committees on which the member served, that were held during the portion of 2024 for which they were a director or committee member. We have a policy encouraging our directors’ attendance at our annual meetings. There were four out of nine then-serving directors in attendance at our 2024 Annual Meeting of Stockholders.

DIRECTOR RECRUITMENT, NOMINATION AND SUCCESSION PLANNING

Our Board and the Nominating and Corporate Governance Committee believe that periodic Board refreshment enhances the effectiveness of the Board and is an essential element of sound corporate governance. The Nominating and Corporate Governance Committee monitors the Board composition for size, competence, relevant skills, diversity, tenure, collegiality and independence as well as individual performance, as appropriate.

The Nominating and Corporate Governance Committee conducts a rigorous process to identify director candidates and recommend the strongest possible director nominees to the full Board. The Nominating and Corporate Governance Committee conducts an ongoing refreshment/succession planning process and has retained an executive search firm to assist in identifying prospective director candidates. During 2024, the Board engaged the services of OCCAM Global LLC (“Occam”) to help identify candidates for director as part of our ongoing board refreshment program, and Occam identified both Emilio Emini, Ph.D and Lauren Silvernail. In addition, the Nominating and Corporate Governance Committee considers director candidates recommended or nominated by stockholders. As part of the annual board assessment process, the Nominating and Corporate Governance Committee considers the skills and experience that best serve Dynavax and the Board and addresses gaps or succession issues.

When selecting candidates for recommendation to the Board, the Nominating and Corporate Governance Committee considers the attributes of the candidates and the needs of the Board and strives to review all candidates in the same manner, regardless of the source of the recommendation. In evaluating director nominees, a candidate is expected to have certain minimum qualifications, including industry experience, financial literacy, integrity and adherence to highest ethical standards, leadership ability, mature judgment and being able to work collegially with others. In addition, factors such as the following may be considered:

Before the Nominating and Corporate Governance Committee recommends a qualified director nominee to the Board for consideration, the nominee is interviewed by each Nominating and Corporate Governance Committee member as well as the Chairperson of the Board and meets with the Chief Executive Officer and other senior executives.

The Nominating and Corporate Governance Committee and the Board believe that all directors should have sufficient time and attention to devote to Board duties and to otherwise fulfill the responsibilities required of directors. In assessing whether directors and director nominees have sufficient time and attention to devote to Board duties, the Nominating and Corporate Governance Committee considers, among other things, whether directors may be “overboarded,” which refers to the situation where a director serves on an excessive number of boards. The Nominating and Corporate Governance Committee and our Board believe that each of our directors has demonstrated the ability to devote sufficient time and attention to Board duties and to otherwise fulfill the responsibilities required of directors.

As a part of our Board refreshment process, on January 27, 2025, the Board announced the appointment of two new independent directors, Dr. Emilio Emini and Lauren Silvernail. The Board also announced that Peggy Phillips, who has served on the Board since 2006 would retire at the Annual Meeting and that Julie Eastland would resign from the Board at the Annual Meeting given her recent appointment as a chief executive officer of another public company. Following these two departures, the Board will have nine directors.

MAJORITY VOTE POLICY FOR UNCONTESTED ELECTIONS

Our Corporate Governance Guidelines include a provision whereby any nominee for director in an uncontested election would submit an offer of resignation for consideration by the Nominating and Corporate Governance Committee of the Board, if such nominee receives a greater number of “Withhold” votes than “For” votes. The Nominating and Corporate Governance Committee would then consider all of the relevant facts and circumstances and recommend to the Board the action to be taken with respect to such offer of resignation. Promptly following the Board’s decision, we would disclose that decision and an explanation of such decision in a filing with the SEC or press release. If Deep Track proceeds to nominate four candidates to stand for election as directors at the Annual Meeting and all such nominations have not been withdrawn or abandoned by Deep Track, due to the contested nature of such an election, this policy will not apply with respect to the election of directors at the Annual Meeting by its own terms.

BOARD’S ROLE IN RISK OVERSIGHT

Risk assessment and oversight are an integral part of our governance and management processes. Our Board encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings, and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing the Company. Throughout the year, senior management reviews these risks with the Board at regular Board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks.

Our Board does not have a standing risk management committee but rather administers this oversight function directly through our Board as a whole as well as through our standing committees. In particular, our Board is responsible for monitoring and assessing strategic risk exposure generally. Our Audit Committee has the responsibility to oversee our major financial risk exposures and the steps our management has taken to monitor and control these exposures as well as oversight of our enterprise risk management program. Our Audit Committee also monitors compliance with legal and regulatory requirements, including cybersecurity and healthcare regulations and industry standards, oversees our guidelines and policies with respect to risks relating to data privacy, technology and information security, oversees the performance of our internal audit function and approves or disapproves any related-persons transactions. Our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines, oversees our ESG and sustainability initiatives including compliance with applicable rules, and manages the process for annual director self-assessment and evaluation of the Board. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

COMMITTEES OF THE BOARD OF DIRECTORS

     Our Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The following table provides membership and meeting information for fiscal year 2024 for each of the

Board committees:

Each of the committees has authority to engage legal counsel or other experts or consultants as it deems appropriate to carry out its responsibilities. Our Board has determined that each member of each committee meets the applicable SEC and Nasdaq independence requirements.

AUDIT COMMITTEE

For 2024, our Audit Committee was composed of three independent directors: Mses. Eastland (Chairperson), Phillips and Sun.

The Board determined that each of Mses. Eastland and Sun qualified as an “audit committee financial expert,” as defined in applicable SEC rules, and that each member of the Audit Committee is financially sophisticated.

The Audit Committee operates under a written charter that is available on the Company’s website at https://investors.dynavax.com/corporate-governance.

Among other things, the charter specifically requires our Audit Committee to:

Management is responsible for the financial reporting process, including the system of internal controls and for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States. Ernst & Young, the Company’s independent registered public accounting firm, is responsible for auditing or reviewing those financial statements. The Audit Committee monitors and reviews these processes.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2024 with management of the Company. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the audit committee concerning independence and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Ms. Julie Eastland (Chairperson)

Ms. Peggy V. Phillips

Ms. Elaine Sun

COMPENSATION COMMITTEE

For 2024, our Compensation Committee was composed of three independent directors: Ms. Phillips (Chairperson) and Drs. Kisner and Paradiso. All members of the Compensation Committee are “outside directors” for purposes of Section 162(m) of the Code and are “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act.

The Compensation Committee operates under a written charter that is available on the Company’s website at https://investors.dynavax.com/corporate-governance.

Among other things, the charter specifically requires our Compensation Committee to:

Under its charter, our Compensation Committee may form, and delegate authority to, subcommittees, as appropriate. Our Compensation Committee has authorized and delegated authority to our Chief Executive Officer to grant stock options to employees and consultants who are not officers of the Company from pre-approved pools and in accordance with guidelines designated for new hire and annual grants. The purpose of this delegation is to enhance the flexibility of option administration within the Company and to facilitate the timely grant of options to non-executive employees, particularly new employees, within specified limits and values approved by our Compensation Committee.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of our Compensation Committee at any time has been one of our officers or employees or an officer or employee of one of our subsidiaries at any time during the fiscal year ended December 31, 2024. None of our executive officers currently serve, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers on our Board or Compensation Committee.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

For 2024, our Nominating and Corporate Governance Committee was composed of three independent directors: Drs. Kisner (Chairperson) and Cano and Mr. MacGregor.

The Nominating and Corporate Governance Committee operates under a written charter that is available to stockholders on the Company’s website at https://investors.dynavax.com/corporate-governance.

Among other things, the charter specifically requires the Nominating and Corporate Governance Committee to: establish criteria for Board qualification and membership;

In identifying potential director candidates, the Nominating and Corporate Governance Committee considers Board candidates through a variety of methods and sources. These include suggestions from current Board members, senior management, stockholders, professional search firms and other sources. The Nominating and Corporate Governance Committee considers director candidates recommended by stockholders in the same manner as candidates identified through other sources.

This consideration of stockholder recommendations is separate from stockholder nominations of directors made pursuant to the advance notice provisions set out in the Company’s Amended and Restated Bylaws and pursuant to Section 14 of the Exchange Act. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria discussed in “Director Recruitment, Nominations and Succession Planning” set forth above, based on whether or not the candidate was recommended by a stockholder. See “Questions and Answers about the Annual Meeting—When are stockholder proposals due for the 2026 Annual Meeting?” for further information on the advance notice provisions by which stockholders can submit director nominees for election. See “Background of the Solicitation” for further information on the Nominating and Corporate Governance Committee’s evaluation of the Board Nominees.

DIRECTOR COMPENSATION

NON-EMPLOYEE DIRECTOR COMPENSATION PHILOSOPHY

Our non-employee director compensation philosophy is based on the following guiding principles:

The elements of director compensation consist of annual cash retainers and equity awards, as well as customary and usual expense reimbursement in attending Board and committee meetings (the “Director Compensation Policy”). In an effort to align the long-term interests of our stockholders and non-employee directors, the mix of cash and equity compensation has historically been, and is currently, weighted more heavily to equity.

The Board approves changes to the Director Compensation Policy after considering recommendations of the Compensation Committee. The Compensation Committee reviews the Director Compensation Policy every year. When reviewing the policy, the Compensation Committee believes it is important to be informed as to current compensation practices of comparable publicly held companies in the life sciences industry, especially to understand the demand and competitiveness for attracting and retaining the expertise of highly qualified individuals. Based on this review and the recommendation of Alpine Rewards LLC (“Alpine”), the Compensation Committee recommended changes to the Director Compensation Policy in 2024 and in 2025, that were approved by the Board.

Our 2018 Equity Incentive Plan provides a cap on the aggregate value of all cash and equity-based compensation paid annually to our non-employee directors. Non-employee directors may not be paid more than $200,000 in cash compensation per year or receive equity grants with a total value of more than $800,000 under any plans except newly appointed or elected non-employee directors may receive an initial equity grant with total value of $1,200,000. The value of equity awards is based on the grant date fair value of such awards for financial reporting purposes.

CASH COMPENSATION ARRANGEMENTS

During 2024, under our Director Compensation Policy, each member of our Board who was not an employee or officer of the Company received the following cash compensation for Board services:

Cash compensation is paid on a quarterly basis, in advance, except that for new appointments (whether to the Board or to a committee seat not previously held) the fees for that quarter are pro-rated based on the actual number of days served during such quarter. We also reimburse our non-employee directors for their reasonable expenses incurred in attending meetings of our Board and committees of our Board.

EQUITY COMPENSATION

The below summarizes our equity compensation program during 2024 for non-employee directors under the Director Compensation Policy:

Each Initial Grant and each Subsequent Grant under the Director Compensation Policy (as well as the Amended Director Compensation Policy) will be delivered such that approximately 75% of the value is delivered as a non-qualified stock option and approximately 25% of the value is delivered as an RSU, using the methodology for determining actual share amounts and the stock option to RSU award ratio most recently approved by the Board or the Compensation Committee. Also, under the Director Compensation Policy (as well as the Amended Director Compensation Policy), a non-employee director’s first Subsequent Grant is reduced to the following:

DIRECTOR COMPENSATION TABLE

The following table shows certain information with respect to the cash and equity compensation of all non-employee directors of the Company for the fiscal year ended December 31, 2024:

STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

We make every effort to ensure that the views of our stockholders are heard by the Board or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. Stockholders may communicate with our Board by directing comments, concerns, and questions to the Corporate Secretary at Dynavax Technologies Corporation, 2100 Powell Street, Suite 720, Emeryville, California 94608. Stockholders may also communicate with our Board as a group through our website at https://investors.dynavax.com/corporate-governance/contact-the-board.

Communications will be distributed to the Board, or to any individual directors as appropriate, depending on the nature or subject matter of the stockholder communication. In that regard, our Board has requested that certain items that are unrelated to the duties and responsibilities of the Board be filtered, including product complaints or inquiries, new product suggestions, résumés and other forms of job inquiries, surveys, or business solicitations or advertisements. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded, with the provision that any communication that is filtered out must be made available to any non-employee director upon request. All communications directed to the Audit Committee in accordance with our whistleblower policy that relate to questionable accounting or auditing matters involving the Company will be promptly and directly forwarded to the chairperson of the Audit Committee.

PROPOSAL 2

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act of 1934, Dynavax stockholders are being asked to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement, which is commonly referred to as a “say-on-pay vote.” This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers, which results from our compensation philosophy, policies and practices as discussed in this proxy statement. The compensation of our named executive officers subject to the say-on-pay vote is described in the Compensation Discussion and Analysis, the accompanying tables, and the related narrative disclosure contained in this proxy statement.

Our Compensation Committee is responsible for designing and administering our executive compensation programs. Our Compensation Committee firmly believes that Dynavax’s executive compensation programs should reward our named executive officers for performance, and that when key performance objectives are not achieved, the compensation of our named executive officers should reflect as much. We believe that the compensation of our named executive officers, as disclosed in this proxy, reflects this philosophy. In addition, our Compensation Committee believes that the compensation programs for our named executive officers have been instrumental in helping Dynavax be able to attract, retain and motivate our executive team, thereby enabling our company to be in a position to move forward with our business strategy.

Our Board is now asking our stockholders to indicate their support for the compensation of our named executive officers as described in this proxy statement by casting a non-binding advisory vote “For” the following resolution:

“RESOLVED, that the compensation paid to Dynavax’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

Although this vote is advisory and the outcome is not binding on our Board, the views expressed by our stockholders, whether through this vote or otherwise, are important to us. As a result, the Board and the Compensation Committee will carefully review the results of this vote, and they will consider these results in making future decisions about our executive compensation programs and arrangements.

We expect that the next advisory vote on the compensation of our named executive officers will be held at the 2026 Annual Meeting of Stockholders.

Vote Required

Approval of this advisory proposal requires the affirmative vote of the majority of shares present (either virtually at the Annual Meeting or by proxy) and entitled to vote on the matter at the Annual Meeting. Abstentions have the same effect as negative votes. Broker non-votes, if any, are counted towards a quorum but are not counted for any purpose in determining whether this Proposal 2 has been approved.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE “FOR” PROPOSAL 2.

PROPOSAL 3

RATIFICATION OF SELECTION OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected Ernst & Young LLP (“Ernst & Young”) as our independent registered public accounting firm for the fiscal year ending December 31, 2025. Ernst & Young has audited our financial statements since 2002. Representatives of Ernst & Young are expected to be present at the Annual Meeting. Ernst & Young will have an opportunity to make a statement if it so desires and will be available to respond to appropriate questions.

If the stockholders fail to ratify the selection of Ernst & Young, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

Vote Required

The affirmative vote of the majority of shares present (either virtually at the Annual Meeting or by proxy) and entitled to vote on the matter at the Annual Meeting will be required to ratify the selection of Ernst & Young. Abstentions have the same effect as negative votes. Broker non-votes, if any, are counted towards a quorum but are not counted for any purpose in determining whether this Proposal 3 has been approved.

To the extent that Deep Track does not provide stockholders who hold their shares in street name a proxy card or proxy voting instruction form, a broker, bank or other nominee would be able to vote such shares held in street name upon this proposal routinely, although it is possible that a broker, bank or other nominee may choose not to exercise such discretionary authority. However, if Deep Track provides stockholders who hold their shares in street name with a white proxy card or white voting instruction form, Proposal 3 will not be considered a “routine” matter, and your broker will not be able to vote your shares held in street name on this Proposal 3 without your instructions.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE “FOR” PROPOSAL 3.

AUDIT FEES

In connection with the audit of our 2025 financial statements, we entered into an engagement agreement with Ernst & Young which sets forth the terms by which Ernst & Young will perform audit services for us.

The following table represents aggregate fees billed to the Company for the fiscal years ended December 31, 2024 and 2023 by Ernst & Young, our principal auditors. The Audit Committee pre-approved all services described below.

PRE-APPROVAL POLICIES AND PROCEDURES

Our Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm, Ernst & Young. Under the policy, the Audit Committee pre-approves specified services in the defined categories of audit services, audit-related services, tax services and all other services up to specified amounts. Pre-approval may be given as part of the Audit Committee’s approval of the scope of the engagement of the independent registered public accounting firm or on an interim basis by the Audit Committee Chair, as needed and on a case-by-case basis before the independent registered public accounting firm is engaged to provide each service.

The Audit Committee has determined that services rendered by Ernst & Young are compatible with maintaining the principal auditors’ independence.

PROPOSAL 4

AMENDMENT AND RESTATEMENT OF THE COMPANY’S RESTATED CERTIFICATE OF
INCORPORATION TO PROVIDE FOR THE PHASED DECLASSIFICATION OF THE COMPANY’S BOARD OF DIRECTORS
AND TO IMPLEMENT CERTAIN OTHER CHANGES

Our Restated Certificate of Incorporation currently provides for a classified Board consisting of three classes of directors, with each class of directors serving staggered three-year terms. As a result, only one class of directors stands for election at each of our annual meetings of stockholders, such that stockholders vote on and elect approximately one-third of the Board each year.

At the Annual Meeting, we are asking stockholders to approve the proposed amendment and restatement of our Restated Certificate of Incorporation, in the form of Restated Certificate of Incorporation attached hereto as Appendix C, to eliminate the classification of our Board over a three-year period starting in 2026, provide for the annual election of all directors beginning at our 2028 Annual Meeting of Stockholders, and make certain conforming and technical changes to our Restated Certificate of Incorporation (the “Declassification Restatement”). Our Board has approved, declared advisable, and recommends that our stockholders adopt the amendment and restatement of our Restated Certificate of Incorporation that provides for the foregoing.

If this proposal is approved, the declassification of our Board would be phased-in over a three-year period, beginning at our 2026 Annual Meeting of Stockholders, at and after which directors would be elected to one-year terms, as the incumbents’ current three-year terms expire. To avoid ambiguity, the Declassification Restatement specifies that directors elected before the Annual Meeting (including those elected at the Annual Meeting itself) will serve out their three-year terms and stand for annual reelection thereafter.

The description in this Proposal 4 of the Declassification Restatement is qualified in its entirety and should be read in conjunction with the actual text of the changes included in the Restated Certificate of Incorporation that would be implemented upon stockholder approval of this Proposal 4, which is marked to show those changes and attached as Appendix C.

Accordingly, the three-year term for the Class I directors elected at our 2022 Annual Meeting of Stockholders would expire as originally scheduled at the Annual Meeting, the three-year term for the Class II directors elected at our 2023 Annual Meeting of Stockholders would expire as originally scheduled at our 2026 Annual Meeting of Stockholders, and the three-year term for the Class III directors elected at the 2024 Annual Meeting of Stockholders would expire as originally scheduled at our 2027 Annual Meeting of Stockholders. Director nominees standing for election at the Annual Meeting would be elected to serve a three-year term until our 2028 Annual Meeting of Stockholders.

The implementation of the declassification of our Board pursuant to the proposed amendment and restatement would commence at our 2026 Annual Meeting of Stockholders. Director nominees standing for election at our 2026 Annual Meeting of Stockholders and each Annual Meeting of Stockholders thereafter would be elected to serve a one-year term. Beginning with our 2028 Annual Meeting of Stockholders, all directors would stand for annual elections.

Background for the Proposed Amendment and Restatement of our Restated Certificate of Incorporation

Article VII, Section B of our Restated Certificate of Incorporation currently requires that our Board be divided into three classes, each with staggered three-year terms. We established the classified board structure at the time of our initial public offering to promote continuity and stability, to encourage our Board to plan for long-term goals, to provide protection against certain abusive takeover tactics and reinforce a commitment to long-term perspectives and value creation for our stockholders. While the Board continues to believe that all of these objectives of the classified Board are in the best interests of the Company and its stockholders, the Board also recognizes that a classified structure may be perceived to reduce directors’ accountability to stockholders because such a structure does not enable stockholders to express a view on each director’s performance by means of an annual vote. Moreover, many institutional investors believe that the election of directors is the primary means for stockholders to influence corporate governance policies and to hold management accountable for implementing these policies. Annual voting allows stockholders to express their views on the individual performance of each director and on the entire board more frequently than with a classified board structure, and provides stockholders with a more active role in shaping and implementing corporate governance policies.

Our Board considered factors weighing in favor of and against continuation of the classified board structure, and determined that it would be in the best interests of the Company and its stockholders to declassify the Board over a phase-in period, such that it will cease to be classified in 2028. This phase-in period is consistent with the approach to declassification used by other public companies and balances the benefits of annual director elections with the Board’s interest in promoting the long-term interests of the Company and its stockholders.

The text of the proposed amendment and restatement of our Restated Certificate of Incorporation is set forth in Appendix C.

Other Amendments

In addition to declassifying our Board on a phased basis, the Declassification Restatement will also implement other changes to conform certain cross-references to the Company’s Amended and Restated Bylaws, as they were amended and restated subsequent to the date of the Company’s original certificate of incorporation.

Effective Date of Declassification Restatement

If stockholders approve and adopt the Declassification Restatement, it will become effective upon the filing of the proposed amendment and restatement of our Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which the Company intends to file promptly after the requisite vote for this Proposal 4 is obtained at the Annual Meeting. The Board will also make conforming changes to the Company’s Amended and Restated Bylaws immediately following the effectiveness of the Declassification Restatement.

Impact if the Declassification Restatement is Not Adopted

If our stockholders do not approve this Proposal 4, we will continue to have a classified Board, with directors serving staggered, three-year terms.

Vote Required

Approval of this proposal requires the affirmative vote of the holders of sixty-six and two-thirds percent (66-2/3%) of the shares of common stock issued and outstanding as of the Record Date. Abstentions and broker non-votes have the same effect as negative votes.

THE BOARD OF DIRECTORS RECOMMENDS
A VOTE “FOR” PROPOSAL 4.

EXECUTIVE OFFICERS

The following table sets forth certain information with respect to our executive officers as of April 14, 2025:

Kelly MacDonald – Senior Vice President, Chief Financial Officer

Ms. MacDonald joined Dynavax in March 2021 as Senior Vice President, Chief Financial Officer, and Principal Financial Officer, and Ms. MacDonald was appointed as Principal Accounting Officer in February 2025. Prior to Dynavax, Ms. MacDonald worked at Ironwood Pharmaceuticals, Inc. from 2013 to 2021 where she held roles of increasing responsibility. In her final role at Ironwood, Ms. MacDonald served as Chief Accounting Officer and Vice President, Finance where she led the Company’s corporate accounting and finance processes, enterprise risk management, treasury and capital allocation strategy. While at Ironwood, she also had various other finance and accounting managerial roles where she provided financial advice on the company’s strategic planning, accounting policies, R&D portfolio management, global business development, product launches and commercial execution. Prior to that, from 2006 to 2013, Ms. MacDonald worked at PriceWaterhouseCoopers, LLP, ultimately serving as a Manager in the Health Industries Assurance Practice, primarily serving clients in life sciences and technology sectors. Ms. Macdonald is a CPA (MA, inactive) and holds a Master of Business Administration from the Isenberg School of Management at the University of Massachusetts and a Bachelor of Science in Accounting from Fairfield University.

David F. Novack – President and Chief Operating Officer

Mr. Novack joined Dynavax in March 2013 as Senior Vice President, Operations and Quality, served as an interim co-President between May and December 2019, and has served as our President and Chief Operating Officer since December 2019. Mr. Novack was formerly with Novartis Vaccines & Diagnostics where he served since 2009 as the Global Head of Technical Operations for Diagnostics and previously from 2007 to 2009 as the Global Head of Vaccine Manufacturing Strategy. Prior to Novartis, Mr. Novack was the Vice President, Business Development for Vaxin, Inc., a vaccine company, from 2004 to 2006. From 1993 until 2004, Mr. Novack worked at MedImmune, formerly Aviron, serving in several capacities including business development, manufacturing, contract operations, and supply chain. Previously, from 1989 to 1993, Mr. Novack was with American Cyanamid Company in various roles. Mr. Novack received a B.S. in Biology from State University of New York and an M.B.A. from Columbia University.

John L. Slebir – Senior Vice President, General Counsel

Mr. Slebir joined Dynavax in June 2021 and currently serves as Senior Vice President, General Counsel. Mr. Slebir has more than 20 years of experience in life sciences and 30 years of corporate law practice. Prior to Dynavax, Mr. Slebir worked at VIVUS, Inc., a biopharmaceutical company, from 2009 to June 2021 in roles of increasing responsibility within the organization. In his final role at VIVUS, Mr. Slebir served as Senior Vice President, Business Development, General Counsel, Chief Compliance Officer, and Corporate Secretary. While at VIVUS, Mr. Slebir was involved in broad aspects of the company’s commercial and clinical development partnering efforts, commercial and supply chain alliance management, corporate governance, securities laws and periodic reporting, risk management, commercial and regulatory compliance and submissions, director and executive compensation, and intellectual property protection. Before joining VIVUS, Mr. Slebir served for over 10 years as an attorney at Wilson Sonsini Goodrich & Rosati, P.C., specializing in corporate securities and corporate governance. Mr. Slebir holds a B.A. in Communications from San Diego State University and a J.D. from Santa Clara University School of Law.

Robert Janssen, M.D. – Chief Medical Officer and Senior Vice President, Clinical Development, Medical and Regulatory Affairs

Dr. Janssen was appointed Chief Medical Officer and Senior Vice President, Clinical Development, Medical and Regulatory Affairs in January 2018. Dr. Janssen was appointed Chief Medical Officer and Vice President, Clinical Development and Regulatory Affairs in July 2013. He served as Dynavax’s Vice President, Medical Affairs since November 2012 and was previously Senior Director, Clinical Development at Dynavax from 2010 through 2012, during which time he was extensively involved with Phase 3 clinical development of HEPLISAV-B and its U.S. and European licensing applications. Prior to joining Dynavax, Dr. Janssen was Vice President, Medical Affairs at Gilead from 2008 to 2010 where he was responsible for oversight of physician and health care provider education focused on HIV and hepatitis B therapies. Until 2008, Dr. Janssen spent 23 years at the U.S. Centers for Disease Control and Prevention (“CDC”), most recently as the Director of the Division of HIV/AIDS Prevention from 2000 to 2008. Under his leadership, the CDC first explored HIV treatment as a mode of HIV prevention and launched several of the earliest Phase 3 trials of pre-exposure prophylaxis for HIV. Dr. Janssen received a Bachelor of Arts degree with Honors in Humanities from Stanford University and his M.D. degree from the University of Southern California. He is a neurologist with training in virology received at the University of Pennsylvania. Dr. Janssen has been the beneficiary of numerous honors and awards during his career. He has published over 150 scientific articles in a variety of journals and has served as a reviewer for leading scientific journals.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis discusses our executive compensation philosophy and practices and provides an overview of the Compensation Committee’s 2024 decisions for the following named executive officers (“NEOs”):

Overview

Our Business

We are a commercial stage biopharmaceutical company developing and commercializing innovative vaccines to help protect the world against infectious diseases. We are currently focused on our efforts to drive long-term stockholder value by driving growth and maximizing the value of our lead commercial asset, HEPLISAV-B adult hepatitis B vaccine, advancing our portfolio of differentiated vaccine candidates leveraging our core technology, CpG 1018® vaccine adjuvant, and identifying strategic opportunities to accelerate growth.

Our first marketed product, HEPLISAV-B [Hepatitis B Vaccine (Recombinant), Adjuvanted], is approved in the United States, the European Union and the United Kingdom for prevention of infection caused by all known subtypes of hepatitis B virus (“HBV”) in adults aged 18 years and older.

We are advancing a pipeline of differentiated product candidates that leverage our CpG 1018 adjuvant to develop vaccines in indications with unmet medical needs. These programs include vaccine candidates under development for shingles and plague.

Overview of 2024 Performance

We believe that 2024 was another highly transformative year for Dynavax, where we made substantial progress against our core strategic priorities:

We successfully executed on these key objectives over the course of the year. Some of the key highlights include:

We believe these accomplishments have put us in a strong position to further advance the business and strategy during 2025 and beyond.

Key 2024 Highlights and Performance Against Core Priorities

During the 2024 performance year and early 2025, we achieved the following in connection with our core priorities described above:

Drive Growth of HEPLISAV-B [Hepatitis B Vaccine (Recombinant), Adjuvanted]

Advance our Differentiated Vaccine Pipeline Programs into Clinical Trial Initiations and Data Readouts

Identify Strategic Opportunities to Accelerate Growth, While Maintaining a Disciplined and Balanced Approach to Capital Allocation

Compensation Governance Highlights

	What we do			What we do not do
	Design overall executive compensation programs to align pay with performance			No excessive change in control or severance payments
	Tie a significant proportion of equity awards to performance-based vesting			No single-trigger change in control cash payments
	Design non-equity incentive plans to incorporate personal, financial and/or operational performance goals			No repricing of underwater stock options without stockholder approval
	Engage an independent compensation consultant to guide compensation plan designs			No incentive programs with uncapped performance modifiers and/or payout
	Seek input from, listen to and respond to stockholders, incorporating reasonable changes to compensation approach as appropriate			No excise tax gross-ups
	Conduct an annual say-on-pay vote			No excessive perquisites
	Prohibit hedging and pledging by executive officers and directors			No guaranteed bonuses
	Maintain a clawback policy to recoup incentive-based compensation awards under certain circumstances			No incentive to undertake excessive risks are built into our compensation plans

Consideration of Our Prior Say-on-Pay Votes and Related Stockholder Engagement

Fostering long-term relationships and maintaining trust and dialog with our stockholders has been a key priority for us. In 2016, our Board adopted, and our stockholders approved, a policy that we would hold a say-on-pay vote on a yearly basis, a practice we have since maintained. Since initiating an annual say-on-pay practice, we have experienced continued favorable voting results. In the past three years, our stockholders have voted in favor of our pay practices, with approximately 93%, 92% and 96% support for fiscal years 2022, 2023, and 2024, respectively.

We routinely engage with our stockholders and obtain feedback throughout the course of the year. In addition to seeking input through our say-on-pay vote, we also seek feedback from the governance teams of our largest institutional stockholders each year pertaining to executive compensation, governance as well as other topics of interest to them. We also consider feedback from Institutional Shareholder Services and Glass Lewis (together, the “Proxy Advisory Firms”), in addition to the say-on-pay voting results of the prior year’s say-on-pay proposal as noted above. These outreach and feedback mechanisms complement the many touchpoints our investor relations team has with stockholders throughout the year. In addition, on a more informal basis, we also engage with our stockholders through industry and corporate governance conferences and informal exchanges in other settings. During 2024, we continued this long-standing practice, conducting over 300 meetings with investors and analysts, including 90% of our top 10 actively managed stockholders. In the first quarter of 2025, we met with over 80 investors and analysts.

During our prior discussions with stockholders, which generally include an opportunity for detailed questions, none of our stockholders have expressed any significant concerns about our executive compensation practices, although the Proxy Advisory Firms and certain stockholders have previously expressed a preference for us to increase the percentage of executives’ equity awards that use performance-based vesting, rather than time-based vesting. Based on this feedback, in 2023, the Compensation Committee increased the performance-based portion of the NEOs’ equity awards from 12.5% to 30% for 2023. This percentage represents the portion of the stock option equivalents awarded to each NEO that is tied to a performance metric rather than time-based vesting. Stock option equivalents are calculated as (number of stock options granted) plus (full value awards divided by 1.4).

We further increased this proportion to 33% for 2024. We have not made any other changes to our executive compensation policies or processes as a result of our say-on-pay vote or stockholder feedback for 2024. We will monitor and continually evaluate our compensation program going forward, taking into account our stockholders’ views, input from our independent compensation consultant, peer group practices, evolving market dynamics and our transforming business needs, including, but not limited to, recruitment and retention.

Executive Compensation Philosophy and Objectives

We believe our NEOs’ compensation should align our executives’ interests with that of our stockholders over the long-term through achievement of strategic corporate objectives that are fundamental to our business and that are intended to create long-term stockholder value. Our executive compensation programs are designed to be competitive within our industry and within our peer group to enable us to attract, motivate, reward, and retain outstanding talent. Our compensation programs are based on the following key principles:

Elements of Executive Compensation

Our executive team continues to manage a changing and increasingly complex business as we advance a differentiated vaccine pipeline and identify strategic opportunities to accelerate growth. We strive to recognize these efforts by compensating our NEOs for the demands and risks associated with our business through three primary elements that are designed to reward performance in a simple and straightforward manner – base salaries, annual performance-based cash incentives and long-term equity incentive awards.

During our annual stockholder outreach in recent years, including in 2023 and in early 2024, our key stockholders did not express any significant concerns about the elements of our executive compensation program, including our use of a mix of stock options and performance-based and time-based RSUs, but encouraged us to increase the proportion of performance-vesting equity, which we did as described above.

During 2024, we provided grants of performance-based RSUs, or “PSUs” as part of our compensation mix, and our PSUs once again included meaningful performance goals that must be met within a designated performance period for any vesting to occur.

The table below summarizes the purpose and key characteristics of each of our compensation elements.

2024 Executive Compensation Decisions

Overview of Target Compensation Structure

We use the above-mentioned compensation elements to create compensation packages that are heavily weighted toward variable, at-risk pay to help align pay to performance. For 2024, the Compensation Committee used its judgment, as well as market data and input from Alpine, to establish an appropriate mix of fixed and variable pay, as well as short-term and long-term incentive compensation, and cash and equity compensation, for each NEO. The balance between these components may change from year to year based on corporate strategy and objectives, market conditions, and other considerations. For 2024, our CEO and other NEOs had the following target pay mix, which may not sum to one hundred percent due to rounding:

Total Target Cash Compensation – Base Salaries and Target Bonus Percentages

When determining 2024 base salary and target bonus percentage adjustments, the Compensation Committee considered each individual’s prior performance and criticality to the business, each individual’s industry expertise, experience and tenure, internal pay equity, annual salary budget and retention objectives. The Compensation Committee also reviewed a range of market data reference points, including disclosed peer group and survey data, with respect to total target cash compensation (including both base salary and the annual target performance bonus).

In the early part of 2024, the Compensation Committee (and the Board with respect to our CEO, Mr. Spencer) evaluated the 2023 compensation of each of our then-serving NEOs and approved base salary increases as shown in the table below. Unless otherwise noted below, the target bonuses and 2024 base salaries were effective as of January 1, 2024.

The increases in total target cash that the Compensation Committee (and the Board with respect to Mr. Spencer) approved varied in amounts for each NEO, based on individual considerations for each NEO applying the factors listed above and the resulting amounts that the Compensation Committee (and the Board with respect to Mr. Spencer) felt was appropriate to provide adequate recognition, retention and incentive value to each NEO.

For Mr. Spencer, the Compensation Committee and the Board approved the 9.9% increase in total target cash compensation primarily due to performance achievement and its desire to make his compensation more competitive with that of other Chief Executive Officers at peer companies. For Ms. MacDonald, the Compensation Committee approved the 9.9% increase in total target cash compensation primarily due to performance achievement and its desire to make her compensation more competitive with that of other Chief Financial Officers at peer companies.

The Compensation Committee approved increases for each of Mr. Novack and Dr. Janssen that were intended to provide merit increases to keep their salaries competitive with their peers. The increases for each of Mr. Novack and Dr. Janssen are representative of the longer tenures of Mr. Novack and Dr. Janssen as senior executives and the Compensation Committee’s determination that their total compensation was previously market competitive.

2024 Annual Cash Incentive Program – Structure, Goals and Payout Decision

Structure. Neither Mr. Spencer nor Mr. Novack had individual goals separate from the Company’s corporate objectives for 2024. We believe that this aligned their incentive compensation fully with the completion of corporate goals that measure business performance and are intended to drive long-term stockholder value. For our other NEOs, their annual cash incentive payout is typically based on the achievement of pre-established corporate and individual goals. Our Chief Executive Officer typically recommends individual goals for each of the other NEOs, which are aligned with our business strategy and linked with corporate goals, and our Compensation Committee approves these goals. The individual goals for the NEOs are in addition to the general responsibilities each officer has for managing his or her respective functional or operational area. In early 2024, the Compensation Committee established corporate and, for NEOs other than Messrs. Spencer and Novack, individual goals to align NEO annual cash incentive compensation with respective performance toward these goals. For 2024, Ms. MacDonald’s, Mr. Slebir’s and Dr. Janssen’s respective annual cash incentive opportunity was based on a weighting of 80% corporate and 20% individual goals.

Our corporate goals included base goals and stretch goals. Base goals in the aggregate were set to be appropriately difficult to require substantial effort during the year to help create long-term value and to advance our business in the best interests of stockholders. The base goals were designed to represent, if fully achieved, what would be, in our view, a very successful year for the Company. We also provided stretch goals as an additional incentive toward over-achievement. The stretch goals, if achieved, were intended to provide a total bonus opportunity in excess of 100% that incentivizes total value creation, including achievement and/or exceeding our base objectives. The maximum possible payout, based on the achievement of the corporate goals and any applicable individual goals, is subject to a cap of 175% of each individual’s target bonus, in accordance with the terms of our bonus plan. All goals, stretch goals included, were set at the same time, in early 2024, were tied to specific performance metrics and were not adjusted during the year. No purely discretionary bonuses or accelerators were provided as part of the 2024 bonus program at its outset.

Because we are a fully integrated biopharmaceutical company with a marketed product and ongoing vaccine development program, our corporate goals were directly aligned with specific strategic objectives incorporating matters that management could influence or control. We believe that our focus on these goals, and our respective performance in pursuing them, properly aligned management’s interests with those of our stockholders and helped to increase potential stockholder value. In February 2025, the Compensation Committee evaluated the accomplishments and performance of the Company against these goals. With respect to each of the categories of corporate goals below, the Compensation Committee took into consideration each of the goals identified and the level of completion in making an overall determination of goal achievement for each category.

2024 Corporate Goals and Achievements. For 2024, our corporate strategy focused on three strategic priorities: (i) Drive growth in HEPLISAV-B [Hepatitis B Vaccine (Recombinant), Adjuvanted], (ii) Advance our differentiated pipeline programs into clinical trial initiations and data readouts; and (iii) Identify strategic opportunities to accelerate growth, while maintaining a disciplined allocation of capital aligned with corporate strategy to deliver long-term value through internal and external innovation.

Accordingly, our corporate goals were designed to further build on these pillars and to help strengthen our overall financial position, our organizational capabilities and our culture. After its consideration of the Company’s performance, as more specifically described in the following chart, the Compensation Committee rated our overall 2024 corporate goal achievement at 102.5%.

2024 Individual Goals. As described above, Messrs. Spencer and Novack did not have individual goals, and their respective incentive compensation was based solely on achievement of our corporate goals.

At the beginning of each year, our Chief Executive Officer typically recommends individual goals for each of the other NEOs, which are aligned with our business strategy and linked to corporate goals, and our Compensation Committee approves these goals. The individual goals for the NEOs include critical responsibilities assigned to each NEO that go beyond the corporate goals and are significant to our success. Established in February 2024, the 2024 individual goals for the NEOs named below focused on objectives linked to their functional expertise and responsibility as well as our then-current business strategy. These specific goals were in addition to the general responsibilities each NEO had for managing his or her respective functional operational area.

While individual goals and performance results relate to advancing our corporate goals and business strategy, the Compensation Committee structures individual goals to be targeted to each applicable NEO’s expertise and responsibility and evaluates achievement based on each applicable NEO’s individual efforts and performance results. Thus, there can be circumstances where the individual goal grading may exceed corporate goal achievement, and there can be instances where the corporate goal achievement may surpass the individual goal grading. In February 2025, based on the recommendation of Mr. Spencer, as well as its own assessment of each NEO’s effectiveness, the Compensation Committee determined the level of achievement of each NEO’s 2024 individual goals as follows:

After making these determinations regarding levels of corporate and individual performance achieved against the pre-established performance goals, the Compensation Committee (and the Board with respect to Mr. Spencer) reviewed and approved the annual cash incentive payouts noted below. As noted above, for the NEOs other than Messrs. Spencer and Novack, the cash incentive payouts were based 80% on achievement of corporate goals and 20% on individual performance.

Long-Term Equity Incentive Awards

2024 Equity Awards

In making annual long-term equity incentive awards to our NEOs in early 2024, the Compensation Committee considered each NEO’s total equity outstanding as of December 31, 2024, individual performance during 2023, the potential amount that could be realized at different hypothetical stock prices upon exercise or vesting of those awards and each NEO’s percentage of ownership of the Company. The Compensation Committee also reviewed market and peer group data reference points with respect to an approximation of grant date fair value and shares granted, expressed as a percentage of total common shares outstanding. Additionally, the Compensation Committee considered the mix of stock options, RSUs and PSUs granted in 2024. The Compensation Committee made final determinations based on its judgment in accordance with our pay-for-performance philosophy and the need to retain and motivate these highly experienced and essential members of our management team.

For 2024, the Compensation Committee (and the Board with respect to Mr. Spencer) determined to grant each NEO’s annual long-term incentive compensation with a mix of stock options RSUs and PSUs. Specifically, in February 2024, the Compensation Committee approved annual equity grants for the NEOs in the form of stock options, RSUs and PSUs, with each representing approximately one-third of the aggregate target option equivalents granted. This particular mix was chosen in order to provide appropriate retention incentives and the opportunity for our NEOs to realize value directly in line with our stock price, particularly in light of historic volatility in our stock price, as well as to respond to investor feedback. Consideration was also given to annual/ cumulative equity plan dilution and impact to future share availability to ensure program sustainability.

The PSUs granted in 2024 would, subject to and qualified by the terms of the grant agreement, vest solely upon the Compensation Committee’s certification that our relative total stockholder return ranking (as defined in the grant agreement) is equal to or greater than the 50^th percentile during the performance period starting January 1, 2024 and ending December 31, 2026 (“Performance Period”). To calculate the relative ranking, the Company’s total stockholder return will be compared to the returns of the other companies comprising the Nasdaq Biotechnology Index during the entire Performance Period. No shares can vest under these awards if the Company’s relative ranking is below the twenty-fifth percentile. Fifty percent can vest at a threshold of at least the twenty-fifth percentile, one hundred percent can vest at the fiftieth percentile, and a maximum of two hundred percent can vest at or above a ninetieth percentile relative total stockholder return ranking, except that the maximum portion that can vest is the target amount, 50%, if the Company’s absolute total stockholder return is negative, regardless of whether the company achieves a higher than target relative ranking. Stock options granted to each of the NEOs vest over three years, with one-third vesting on the anniversary of grant, and the remainder vesting monthly.

The table below describes the stock options, RSUs and PSUs granted to our NEOs in fiscal year 2024. Our Compensation Committee used its subjective judgement to determine the size of awards it believed were appropriate for each named executive officer, weighing the factors described above each NEO’s current equity holdings and its desire to provide strong retentive value. Each of the 2024 equity awards listed below were granted in February 2024.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

Our Compensation Committee approves all new-hire equity awards for employees at the level of vice president and above, including our NEOs, other than our CEO. Our Compensation Committee has separately authorized the Chief Executive Officer to approve new hire equity awards for all other employees below the level of vice president based on pre-approved pools and ranges.

Annual awards and promotion awards are also approved by the Compensation Committee for all employees, except our CEO. In the case of our CEO, our Compensation Committee makes recommendations to the Board regarding CEO equity awards and the Board has final approval authority. The effective date of grant is generally the date of the meeting, or the date the last committee member executes a unanimous written consent approving such award.

Our Compensation Committee recommends, and our Board approves, changes to our Non-Employee Director Compensation Policy from time to time. Our Non-Employee Director Compensation Policy provides that initial equity awards for non-employee members of our Board are automatically made upon the member’s appointment or election to our Board, and annual grants are made automatically following the conclusion of our annual stockholder meeting.

The per share exercise price of stock options we grant is not less than the closing price per share of our common stock as reported by Nasdaq Stock Market LLC on the grant date of the stock option. The Compensation Committee does not time grants of stock options to coordinate with the release of material non-public information, and we have not timed the disclosure of material non-public information for purposes of affecting the value of executive compensation.

Our new hire grants are generally made on the following cadence: (i) equity awards are pre-approved for employees vice president and above, to be effective upon their agreed first day of employment, and (ii) awards for new employees below the vice president level are approved on the tenth day of each month. Annual awards are usually approved around mid-February at a regularly scheduled meeting.

During the fiscal year ended December 31, 2024, our NEOs were awarded stock options, in the period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K that disclosed material nonpublic information and ending one business day after the filing or furnishing of such report, as set forth in the table below.

We encourage our NEOs to hold a significant equity interest in our Company, but we have not set specific stock ownership guidelines.

Compensation Recovery Policy

In November 2023, we adopted the Dynavax Technologies Corporation Incentive Compensation Recoupment Policy (the “Recoupment Policy”), which is intended to comply with the Dodd Frank Wall Street Reform and Consumer Protection Act and related Nasdaq listing standards. A copy of the Recoupment Policy can be found in the investors section of our website, www.dynavax.com under investors-corporate governance. In addition, as a public company subject to the provisions of Section 304 of the Sarbanes-Oxley Act of 2002, if we are required as a result of misconduct to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws, our chief executive officer and chief financial officer may be legally required to reimburse us for any bonus or other incentive-based or equity-based compensation they previously received.

Compensation-Setting Process

Role of the Compensation Committee and Management

The Compensation Committee oversees and administers our executive compensation programs. The Compensation Committee acts pursuant to a charter adopted by our Board, which can be found in the investors section of our website, www.dynavax.com under investors-corporate governance. The Compensation Committee approves the compensation of our NEOs other than our Chief Executive Officer, and the independent members of our Board, upon recommendation from the Compensation Committee, approve the compensation of our Chief Executive Officer. References in this Compensation Discussion and Analysis to our Board approving our Chief Executive Officer’s compensation refer to the independent members of our Board.

The Compensation Committee recommends, and the Board approves, our corporate goals each year. The Compensation Committee also reviews and approves the individual goals, where applicable, for our NEOs after considering the Chief Executive Officer’s recommendations on these matters. The Compensation Committee annually reviews the base salaries, short-term cash incentive opportunities and equity compensation of our NEOs and periodically reviews other elements of our compensation programs. Compensation decisions are based primarily on the following:

Role of Compensation Consultant

Alpine has been engaged as the Compensation Committee’s independent compensation consultant since 2023, and the Compensation Committee meets regularly with Alpine, both with and without management present, depending upon the topic being discussed.

During the first quarter of 2024, the Compensation Committee reviewed whether the work of Alpine as a compensation consultant raised any conflict of interest, taking into consideration the following factors:

Based on the Compensation Committee’s review of this information, it determined the work of Alpine and any individual compensation advisors contracted by Alpine as compensation consultant to the Compensation Committee, did not create any conflict of interest. The Compensation Committee has the sole authority to direct, terminate or continue Alpine’s services, and the Company pays the cost for Alpine’s services. During 2024, the Company paid Alpine approximately $126,000 for compensation consulting work performed.

In 2024, Alpine provided advice to the Compensation Committee on several different aspects of its responsibilities related to our compensation programs and practices. Specifically, during 2024, Alpine assisted the Compensation Committee as follows:

2024 Peer Group and Use of Market Data

Our Compensation Committee primarily uses relevant publicly disclosed market data for a general understanding of executive market compensation practices and our positioning within the market, including positioning within our peer group. Our Compensation Committee believes that over-reliance on benchmarking could result in compensation that is unrelated to the value delivered by the NEOs because compensation benchmarking does not take the specific performance of the NEOs, or the performance of the Company in its unique circumstances, into account.

Our Compensation Committee does not have a specific target compensation level for the NEOs or otherwise use a formulaic approach to setting pay at a particular position within the market data; rather, the Compensation Committee reviews a range of market data reference points including relevant Aon Radford Global Life Sciences survey data as well as disclosed data from the Company’s peer group with respect to total target cash compensation including both base salary and the annual target performance bonus. With regard to market data on equity compensation, the Compensation Committee considers both disclosed grant date fair value and also shares granted, expressed as a percentage of total common shares outstanding to support its compensation decisions.

For 2024, our Compensation Committee approved a peer group of biotechnology companies at a similar stage of their life cycle with which we compete for executive and board talent that were of similar size to the Company in terms of market capitalization (targeting 0.3x to 3x our own market capitalization, with some exceptions for companies it felt were nonetheless good comparators), product portfolio, pipeline and number of employees. To align with our strategic plan at that time, which included commercialization of HEPLISAV-B in the U.S. and Europe, our peer group targeted the following profiles, where possible:

The change in our peer group from 2023 to 2024 included removing 3 companies for various reasons including acquisitions, or market caps or revenue that were out of range. The companies that were removed were Radius Health, Inc., Sarepta Therapeutics, Inc. and Zogenix, Inc. The following eight companies were added to the peer group: Collegium Pharmaceuticals, Inc., Exelixis, Inc., Harmony Biosciences Holdings, Inc., Ionis Pharmaceuticals, Inc., Novavax, Inc., PTC Therapeutics, Inc., Vir Biotechnology, Inc. and Vaxcyte, Inc. As of August 2023, the point at which the Compensation Committee approved the 2023-2024 peer group, the companies in the 2023-2024 peer group had market capitalizations ranging between approximately $380.5 million to $6.4 billion, and the median market capitalization of our peer group was $1.7 billion. At the same point in time, our market capitalization was $1.825 billion. The following table lists our 2023-2024 peer group which was applicable to performance year 2024 compensation:

Tax and Accounting Implications

Accounting for Stock-Based Compensation

Under Financial Accounting Standard Board ASC Topic 718 (“ASC 718”), we are required to estimate and record an expense for each award of equity compensation over the vesting period of the award. We record share-based compensation expense on an ongoing basis according to ASC 718. The accounting impact of our compensation programs is one of many factors that the Compensation Committee considers in determining the structure and size of our executive compensation programs.

Deductibility of Executive Compensation

Under Section 162(m), compensation paid to each of the Company’s “covered employees” that exceeds $1 million per taxable year is generally non-deductible.

Although the Compensation Committee will continue to consider tax implications as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for the Company’s NEOs in a manner consistent with the goals of the Company’s executive compensation program and the best interests of the Company and its stockholders, which may include providing for compensation that is not deductible by the Company due to the deduction limit under Section 162(m). The Compensation Committee also retains the flexibility to modify compensation that was initially intended to be exempt from the deduction limit under Section 162(m) if it determines that such modifications are consistent with the Company’s business needs.

Compensation Risk Analysis

During fiscal 2024, our Compensation Committee reviewed our compensation policies as generally applicable to our employees in order to determine whether any such programs were likely to present a material risk to the Company. As part of its assessment, the Compensation Committee considered, among other things, the allocation of compensation among base salary and short- and long-term compensation, our approach to establishing Company-wide and individual financial, operational and other performance targets, and the nature of our key performance metrics. As a result of this review and analysis, the Compensation Committee determined that our policies and programs do not encourage excessive or inappropriate risk taking, and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on the Company.

Compensation Committee Report

In early 2025, the Compensation Committee discussed with management the Compensation Discussion and Analysis, contained in this proxy statement. Based on this review and discussion, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated into our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The material in this report is not “soliciting material,” is furnished to, but not deemed “filed” with, the SEC and is not deemed to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, other than the Company’s Annual Report on Form 10-K, where it shall be deemed to be “furnished,” whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Ms. Peggy V. Phillips, Chairperson

Dr. Peter Paradiso, Ph.D.

Dr. Daniel L. Kisner, M.D.

SUMMARY COMPENSATION TABLE

The following table sets forth all of the compensation awarded to, or earned by, our NEOs during the fiscal years ended December 31, 2024, 2023 and 2022.

GRANTS OF PLAN BASED AWARDS

The following table shows certain information regarding grants of plan-based awards to our NEOs during the fiscal year ended December 31, 2024.

NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN BASED AWARDS TABLE

The material terms of NEO annual compensation and the explanations of the amounts of base salary, annual cash-based incentives, and equity-based awards in proportion to total compensation are described under “Compensation Discussion and Analysis” in this proxy statement. Our severance and change in control benefits are described under “Summary of Change in Control and Involuntary Termination Arrangements” in this proxy statement.

As discussed in the “Compensation Discussion and Analysis,” the fiscal year 2024 cash incentive amounts were paid pursuant to the annual cash incentive compensation program, based on the achievement of certain corporate and, as applicable, individual goals. Equity-based awards represent a mix of stock options and time-based and performance-based RSUs, as described in the “Compensation Discussion and Analysis” and were granted under our 2018 Equity Incentive Plan.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table shows certain information regarding outstanding equity awards for NEOs as of December 31, 2024.