Dynavax Advances Board Refreshment Program

Rhea-AI Summary

Dynavax Technologies (DVAX) announced significant board changes as part of its ongoing refreshment program. Emilio Emini, Ph.D. and Lauren Silvernail will join the Board effective February 3, 2025. Two current directors, Peggy Phillips and Julie Eastland, will step down at the 2025 Annual Meeting.

The company plans to seek stockholder approval for Board declassification at the 2025 Annual Meeting. If approved, directors will transition to one-year terms starting from the 2026 Annual Meeting, with all directors standing for annual election by 2028.

The company reported strong performance, achieving record annual revenue for HEPLISAV-B in 2024 and maintaining an active $200 million share repurchase program. Following the 2025 Annual Meeting, the Board will consist of nine directors, with six of its eight independent directors appointed since 2020.

Positive

• Record annual revenue achieved for HEPLISAV-B in 2024
• Active $200 million share repurchase program in place
• Board declassification proposal indicates improved corporate governance

Negative

• None.

Insights

Corporate Governance Expert

The strategic board restructuring at Dynavax merits careful analysis from a corporate governance perspective. The appointment of Dr. Emini, with his extensive vaccine development experience from organizations like Pfizer and the Bill & Melinda Gates Foundation, directly aligns with Dynavax's vaccine-focused business model and R&D initiatives. Lauren Silvernail's financial expertise and operational experience in biopharma companies strengthens the board's oversight capabilities, particularly important given her future role as Audit Committee Chair.

The planned declassification of the board structure represents a significant enhancement in shareholder rights. Currently, with a classified board, only a portion of directors stand for election each year. The proposed change to annual elections for all directors by 2028 will increase board accountability to shareholders and align with contemporary governance best practices. This move typically receives positive reception from institutional investors and proxy advisory firms.

The ongoing $200 million share repurchase program, mentioned alongside these governance changes, signals management's confidence in the company's financial position and commitment to shareholder returns. The record annual revenue achieved for HEPLISAV-B in 2024 provides context for this capital allocation decision.

The board refreshment initiative, resulting in 75% of independent directors being appointed since 2020, demonstrates a healthy balance between continuity and fresh perspectives. This modernization of the board's composition, combined with the governance enhancements, positions Dynavax well for institutional investor scrutiny and could potentially improve its ESG ratings.

Appoints Emilio Emini and Lauren Silvernail to Board of Directors; Two Directors to Step Down at 2025 Annual Meeting

Intends to Seek Stockholder Approval for Declassification of Board at 2025 Annual Meeting

EMERYVILLE, Calif., Jan. 27, 2025 /PRNewswire/ -- Dynavax Technologies Corporation (Nasdaq: DVAX) (the "Company"), a commercial-stage biopharmaceutical company developing and commercializing innovative vaccines, today announced the following changes to its Board of Directors as part of its ongoing refreshment program:

• Emilio Emini, Ph.D. and Lauren Silvernail have been appointed to the Board, effective February 3, 2025. Dr. Emini will serve as a Class III director with an initial term expiring at the Company's 2027 Annual Meeting and Ms. Silvernail will serve as a Class I director with an initial term expiring at the Company's 2025 Annual Meeting.
• Peggy Phillips, who has served on the Dynavax Board since 2006, will retire from the Board at the 2025 Annual Meeting.
• Julie Eastland will step down from the Board at the 2025 Annual Meeting given her recent appointment as chief executive officer of another public company.
• The Board expects to appoint Ms. Silvernail as Chair of the Audit Committee and Scott Myers as Chair of the Compensation Committee following the 2025 Annual Meeting.
• The Board intends to seek stockholder approval at the 2025 Annual Meeting for the declassification of the Board. If stockholders approve the proposal, directors standing for election at the Company's 2026 Annual Meeting and thereafter will stand for one-year terms. Beginning with the Company's 2028 Annual Meeting, all directors will stand for election annually.

Following the 2025 Annual Meeting, the Board will be comprised of nine directors, with six of its eight independent directors having been appointed since 2020.

"Emilio and Lauren are two renowned leaders in their respective fields and we expect that their tremendous expertise will be immediately additive as the Company continues to execute its strategic plan and deliver for our stakeholders. Emilio has been at the forefront of some of the most notable vaccines and brings a unique perspective at the intersection of R&D, academia and public health and Lauren brings a track record of financial and operational prowess and board leadership experience within the biopharma space," said Scott Myers, Chairman of the Dynavax Board of Directors. "On behalf of the Board, I want to extend my gratitude to Peggy and Julie who have made innumerable contributions to Dynavax's growth and success over the years. Our ongoing efforts to refresh our Board with fresh perspective and expertise and enhance our governance profile are key pillars of our commitment to support Dynavax's long-term growth objectives and the changes announced today underscore this commitment."

Dr. Emini said, "Dynavax has an important mission, one that I firmly share, and I am excited to work alongside the Board and the Dynavax team, a group of world-class innovators and scientists serving patients globally."

Ms. Silvernail said, "Dynavax is a clear category leader with its lead asset, HEPLISAV-B, and I am eager to work with the Board to help advance the Company's strategic and financial initiatives to capitalize on its positive momentum."

"We have started 2025 with strong momentum, achieving record annual revenue for HEPLISAV-B in 2024 and advancing our pipeline programs, while returning capital to our stockholders with our active $200 million share repurchase program. Through the execution of our strategic growth pillars with discipline and rigor, we will continue to focus on delivering value for our stockholders and other stakeholders, and I am looking forward to working alongside Emilio and Lauren as we look to capture the significant opportunities ahead," said Ryan Spencer, Chief Executive Officer of Dynavax.

About Emilio Emini

Dr. Emini brings over 40 years of experience as an executive and academic across the biopharmaceutical industry and global public health roles, helping to develop and deliver multiple anti-infectious disease interventions. Prior to his retirement, Dr. Emini served as Chief Executive Officer of the Bill & Melinda Gates Medical Research Institute and as the Director of the Foundation's Tuberculosis and HIV Programs. At the Merck Research Laboratories, from 1983 to 2004, Dr. Emini led the biological research that developed the first highly active antiretroviral therapies for HIV and led multiple vaccine research teams that contributed to many successful developments, including the vaccines for human papillomavirus and rotavirus. Following a two-year leave from the industry at the International AIDS Vaccine Initiative, Dr. Emini joined Wyeth/Pfizer as the Senior Vice President of Vaccine R&D where he led the development of the Prevenar 13® vaccine for prevention of pneumococcal disease. Dr. Emini holds a Bachelor of Science from Manhattan College and a Ph.D. in Microbiology from the Cornell University Graduate School of Medicine.

About Lauren Silvernail

Ms. Silvernail has three decades of experience leading finance and business development functions across the pharmaceutical industry. She most recently served as Chief Financial Officer and Executive Vice President of Corporate Development of Evolus, Inc., from 2018 until her retirement in 2022, where she led fundraising, financial and partnership activities including establishing the infrastructure for the U.S. commercial launch of the company's first approved product. Previously, she served as Chief Financial Officer and Chief Business Officer at Revance Therapeutics, Inc., where she led the company's initial public offering and subsequent rounds of financing. Prior to that, Ms. Silvernail was Chief Financial Officer and Executive Vice President of Corporate Development at ISTA Pharmaceuticals until its sale to Bausch & Lomb. Prior to that, she held corporate development roles at Allergan and other companies. Ms. Silvernail is currently a director and Audit Committee Chair of Harrow and previously served as a director and Audit Committee Chair at Harpoon Therapeutics until its successful sale to Merck and a director and Corporate Governance Committee chair at Nicox S.A. She earned an M.B.A. in finance and accounting from the Anderson Graduate School of Management at UCLA, and a B.A. in Biophysics from the University of California, Berkeley.

About Dynavax

Dynavax is a commercial-stage biopharmaceutical company developing and commercializing innovative vaccines to help protect the world against infectious diseases. The Company has two commercial products, HEPLISAV-B® vaccine [Hepatitis B Vaccine (Recombinant), Adjuvanted], which is approved in the U.S., the European Union and Great Britain for the prevention of infection caused by all known subtypes of hepatitis B virus in adults 18 years of age and older, and CpG 1018® adjuvant, currently used in HEPLISAV-B and multiple adjuvanted COVID-19 vaccines. For more information about our marketed products and development pipeline, visit www.dynavax.com.

Forward-Looking Statements

This press release 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 the Company's plans to submit a declassification proposal at its 2025 Annual Meeting, expected contributions from newly appointed directors, the planned resignation of certain directors, anticipated committee appointments, 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 press release due to the risks and uncertainties inherent in our business, including, the risk that circumstances surrounding or leading up to our 2025 Annual Meeting may change, risks relating to our ability to commercialize and supply HEPLISAV-B, and risks related to the implementation of our long-term growth objectives, as well as other risks detailed in the "Risk Factors" section of our Quarterly Report on Form 10-Q for the three months ended September 30, 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.

For Investors/Media:

Paul Cox
pcox@dynavax.com
510-665-0499

Nicole Arndt
narndt@dynavax.com
510-665-7264

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SOURCE Dynavax Technologies

FAQ

What changes are happening to Dynavax's (DVAX) Board of Directors in 2025?

Emilio Emini and Lauren Silvernail will join the Board on February 3, 2025, while Peggy Phillips and Julie Eastland will step down at the 2025 Annual Meeting. The Board will then comprise nine directors.

What is Dynavax's (DVAX) proposed Board declassification plan?

Dynavax will seek stockholder approval at the 2025 Annual Meeting to declassify the Board. If approved, directors will serve one-year terms starting from the 2026 Annual Meeting, with all directors standing for annual election by 2028.

How did HEPLISAV-B perform for Dynavax (DVAX) in 2024?

HEPLISAV-B achieved record annual revenue in 2024, though specific figures were not disclosed in the announcement.

What is the size of Dynavax's (DVAX) current share repurchase program?

Dynavax has an active $200 million share repurchase program in place.