Dynavax Highlights Superior Board Leadership Overseeing Long-Term Value Creation Strategy

Rhea-AI Summary

Dynavax Technologies (NASDAQ: DVAX) is urging stockholders to vote "FOR" all four company director nominees on the GOLD proxy card at the upcoming 2025 Annual Meeting. The company is facing opposition from Deep Track Capital, which seeks to replace four independent directors.

The current board has overseen impressive performance metrics, including 267% total stockholder returns over five years and record HEPLISAV-B® revenue of $268 million in 2024, capturing 44% U.S. market share. The company projects 2025 revenue of $305-$325 million for HEPLISAV-B®.

Key developments include:

• Executing a $200 million share repurchase program
• Developing a shingles vaccine targeting a $4.4 billion market
• Advancing a plague vaccine with U.S. Department of Defense partnership
• Successfully refinancing Convertible Senior Notes

The board opposes Deep Track's proposals, which include a $400 million share repurchase and royalty financing, arguing these would harm long-term value creation.

Positive

• HEPLISAV-B revenue hit record $268M with 44% US market share in 2024
• 267% total stockholder returns over past 5 years, outperforming industry indices
• Strong HEPLISAV-B growth projection: $305-325M revenue for 2025
• Long-term market potential of $900M annual sales by 2030 for HEPLISAV-B
• Generated $950M revenue from COVID-19 vaccine adjuvant partnerships (2020-2022)
• Executing $200M share buyback program with $128.8M already completed in Q1 2025
• Successfully refinanced convertible notes with improved terms and lower capital costs

Negative

• Activist investor Deep Track Capital challenging board composition
• Potential disruption to current business strategy if board changes approved
• Heavy reliance on single product HEPLISAV-B for future growth
• Pipeline products still in early stages - shingles vaccine in Phase 1/2, plague vaccine in pre-Phase 2

Insights

Corporate Governance Expert

Dynavax faces proxy fight with Deep Track Capital, highlighting competing visions for shareholder value creation with different time horizons.

The proxy contest between Dynavax and activist investor Deep Track Capital represents a fundamental strategic disagreement about capital allocation and long-term direction. This governance dispute pits Dynavax's balanced approach against Deep Track's more immediate return-focused strategy.

Dynavax's board has undergone significant refreshment with 6 of 8 independent directors appointed since 2020. Under this refreshed board, the company claims 267% total stockholder returns over five years, significantly outperforming relevant biotech indices. The incumbent board emphasizes their qualifications in vaccine development, commercialization, and business development that align with the company's strategy.

Deep Track's counter-proposal advocates for a more aggressive capital return approach: a larger $400 million share repurchase, royalty financing for HEPLISAV-B®, abandoning pipeline investments, and narrowing focus to HEPLISAV-B® commercialization. According to Dynavax, Deep Track's nominees lack the public company board experience and specialized industry expertise of the incumbent slate.

This contest represents a classic governance debate between reinvestment for long-term growth versus immediate capital returns - a consequential choice for shareholders that will be decided at the June 11th Annual Meeting.

Biotech Financial Analyst

Dynavax highlights strong HEPLISAV-B® performance and pipeline potential while defending against activist push for accelerated capital returns.

Dynavax presents compelling commercial metrics with HEPLISAV-B® achieving $268 million in net product revenue and 44% U.S. market share in 2024. This represents a 65% compound annual growth rate since 2020. Management projects continued momentum with $305-$325 million expected revenue in 2025 and potential growth to $900+ million by 2030.

The company's balanced financial approach includes an ongoing $200 million share repurchase program ($128.8 million already executed) while investing in pipeline assets like a shingles vaccine targeting a $4.4 billion market. Their COVID-19 vaccine partnerships previously generated $950+ million in adjuvant revenue from 2020-2022.

Deep Track Capital's alternative strategy prioritizes immediate value extraction through larger buybacks and royalty financing while curtailing pipeline investments. This creates a stark strategic choice between Dynavax's current approach balancing commercial growth, pipeline development, and measured capital returns versus Deep Track's focus on maximizing near-term capital deployment.

The company has also strengthened its balance sheet by refinancing convertible notes, extending debt maturity while reducing cost of capital and share count.

Mails Letter to Stockholders Urging Stockholders to Vote "FOR" All Four Dynavax Director Nominees on the GOLD Proxy Card

EMERYVILLE, Calif., April 29, 2025 /PRNewswire/ -- Dynavax Technologies Corporation (Nasdaq: DVAX) ("Dynavax" or the "Company"), a commercial-stage biopharmaceutical company developing and commercializing innovative vaccines, today mailed a letter to its stockholders in connection with its 2025 Annual Meeting of Stockholders ("Annual Meeting") urging stockholders to vote the GOLD proxy card "FOR" all four of Dynavax's highly qualified directors standing for election – Brent MacGregor, Scott Myers, Lauren Silvernail and Elaine Sun. The Annual Meeting will be held on June 11, 2025, and Dynavax stockholders of record as of April 14, 2025, will be entitled to vote at the Annual Meeting.

The full text of the letter being mailed to stockholders follows:

Dear Fellow Stockholder,

At this year's Annual Meeting, Deep Track Capital is seeking to replace four of our independent directors, including our Chairman, with inferior nominees that would implement Deep Track's value destructive plan — change that is not only unnecessary but would also impede the Company's sustained momentum and risk the long-term value of your investment. The Dynavax Board of Directors has been meaningfully refreshed in recent years with qualified directors who have enhanced the Company's corporate governance while overseeing consistent and record financial and operational performance. Dynavax is in the strongest position it has ever been in, and our Board's nominees – Brent MacGregor, Scott Myers, Lauren Silvernail and Elaine Sun – are essential to advancing Dynavax's strategy and driving long-term stockholder value at this pivotal juncture for the Company. We urge you to vote "FOR" Dynavax's four director nominees on the GOLD universal proxy card today. Only four directors can be elected at the Annual Meeting.

DYNAVAX'S BOARD HAS ALREADY THOUGHTFULLY REFRESHED WITH EXPERTS WHO KNOW HOW TO DRIVE LONG-TERM STOCKHOLDER VALUE IN OUR INDUSTRY

Our Board refreshment process has always been driven by a clear set of criteria based on Dynavax's current and future needs. Since Dynavax underwent a wholesale transformation starting in 2019 to prioritize its vaccine business and launch HEPLISAV-B®, we have thoughtfully reshaped our Board with new, independent directors who bring highly specialized skillsets that are directly aligned to our long-term strategic plan.

As a result of our refreshment efforts, following the Annual Meeting, the Board will be comprised of nine directors, with six of our eight independent directors having been appointed since 2020. This refreshed Board has been the architect of the successful plan we currently have in place and remains crucial to our continued execution. Our Board checks every box:

Extensive Industry Knowledge	9/9
Vaccine Experience (R&D, Sales, Marketing)	7/9
Operational / Commercial Experience	9/9
Clinical Development Experience	5/9
Business Development/M&A Experience	8/9
Finance / Capital Allocation Experience	8/9
Public Company C-Suite Experience	6/9
Public Health / Government Experience	2/9
Other Public Company Board Experience	6/9

 

Since Dynavax's pivot, our Board has overseen a disciplined strategy that is generating superior value:

• Total stockholder returns of 267% over the past five years: Far exceeding the performance of the NASDAQ Biotechnology Index and the S&P Biotechnology Select Industry Index¹.
  
  
• Highly successful commercialization of HEPLISAV-B®: Generated a record $268 million in net product revenue and approximately 44% U.S. total market share in 2024, representing a 65% compound annual growth rate in net product revenue since 2020. 2025 is expected to be a banner year for HEPLISAV-B® with anticipated net product revenue of $305-$325 million and longer-term market share leadership in the U.S. hepatitis B adult vaccine market expected to grow to over $900 million in annual sales by 2030.
  
  
• Development of an innovative, differentiated pipeline: Advanced shingles vaccine with potential to disrupt a $4.4 billion global market, with topline results for investigational Phase 1/2 shingles trial expected Q3 2025, and plague vaccine, for which there is currently no approved vaccine in the U.S., with Phase 2 trial expected to initiate in Q3 2025. Plague vaccine is de-risked as a result of a multi-year partnership with the U.S. Department of Defense.
  
  
• Drove successful business development strategy during pandemic response: Established a global portfolio of CpG 1018 adjuvant commercial supply agreements supporting the development of COVID-19 vaccines, which generated over $950 million in net product revenue from 2020 to 2022.
  
  
• Disciplined capital strategy: Operate within a framework focused on protecting the value of our core business while balancing strategic investments for future growth. As part of this balanced approach, we are executing a $200 million share repurchase program which initiated in November 2024 to be completed in 2025, $128.8 million of which has already been executed as of the end of the first quarter of 2025. Dynavax is one of the few vaccine-focused biotechnology companies that has returned meaningful capital to stockholders. We also recently refinanced a majority of our outstanding Convertible Senior Notes, which significantly strengthened our capital structure and further positioned the Company for successful execution of its strategy, by extending the maturity date of most of our existing debt, lowering our overall cost of capital through improved terms, and reducing basic and diluted shares outstanding.

DYNAVAX'S NOMINEES ARE CLEARLY AND SUBSTANTIALLY MORE QUALIFIED THAN DEEP TRACK'S CANDIDATES TO OVERSEE THE EXECUTION OF A STRATEGY THAT IS WORKING

Each of our four nominees is essential to our Board and replacing any of them would leave Dynavax deficient in vital expertise that is needed to guide the Company through a pivotal year. Our nominees have expertise across every facet of the biotechnology and vaccine space and have led multiple company transactions generating billions of dollars and maximizing stockholder value. The contrast between the qualifications of the Dynavax slate versus Deep Track's slate is striking:

Brent MacGregor Director since 2020	Scott Myers Independent Chairman since 2021	Lauren Silvernail Director since 2025	Elaine Sun Director since 2021
• CEO of Medical Developments International • 20+ year career in the  vaccine industry with expertise across commercial operations, sales and marketing, public policy and business development • Experience across company operations and capital markets • Strong commercialization and development experience, including leading global commercial operations team at Seqirus and R&D, manufacturing and commercialization of Novartis' influenza vaccines • 10+ years of experience managing multiple aspects of Sanofi Pasteur's vaccine business	• 30+ years of expertise in global pharmaceutical and medical technology industries as an executive and director • Deep expertise in all areas  of capital markets/finance, mergers and acquisitions and business and strategy development • Experienced in private and public company governance and business development • Led multiple public  company strategic exits and sales • Significant experience as  public company Board member, including Orexo AB,Cascadian Therapeutics,AMAG Pharmaceuticals, Trillium Therapeutics,Sensorion SA, Harpoon Therapeutics, Viridian Therapeutics and Zentalis Pharmaceuticals	• 30+ years of experience leading finance and business development functions across the pharmaceutical industry as an executive and director; raised $1+ billion as a CFO • Deep expertise across capital markets, M&A and business and strategy development • Extensive experience as an executive in the life sciences industry, including as CFO of Evolus,Revance Therapeutics and ISTA Pharmaceuticals • Significant experience as public company Board member, including at Harrow, Harpoon Therapeutics and Nicox SA	• COO & CFO of  Mammoth Biosciences • 30+ years of experience in investment banking and life sciences industries • Experience leading  broad range of transactions, including multiple M&A processes and financings, valued in excess of $50 billion • Significant operational  experience as CFO and Chief Strategy Officer at Vaxcyte, a developer of novel vaccines, and at Halozyme, a profitable, commercial-stage biotechnology company • Significant Board  experience at multiple biotechnology companies

 

In sharp contrast, Deep Track's candidates lack the decades of public company biotechnology and vaccine operational and financial acumen that Dynavax's directors bring and have little to no public company board experience – in fact, only one of Deep Track's four candidates has ever served on a U.S. public company board of directors. In aggregate, Deep Track's candidates bring no additive or differentiated skills to our current Board.

DEEP TRACK IS DEMANDING UNREASONABLE AND UNNECESSARY CHANGE THAT WOULD DESTROY THE VALUE OF YOUR INVESTMENT 

Deep Track's flawed plan, which favors a near-term payoff at a considerably lower value, puts its own short-term interests above those of all other stockholders and would be detrimental to the long-term value our Board is generating. Deep Track is demanding that Dynavax:

• Force an accelerated and outsized share repurchase program of at least $400 million;
• Enter into an expensive royalty financing leveraging HEPLISAV-B®;
• Abandon internal development efforts and business development efforts; and
• Focus solely on HEPLISAV-B® commercialization.

Moreover, aside from demanding these short-sighted initiatives, Deep Track has yet to provide any actionable ideas on how to grow HEPLISAV-B®, a core pillar of its own plan, which our Board and management team are already doing with great success.

YOUR VOTE IS IMPORTANT – HELP ENSURE DYNAVAX'S CONTINUED MOMENTUM

We do not believe the changes to the Board proposed by Deep Track are warranted or in the best interests of all stockholders. The current Dynavax Board is best equipped to guide the Company's strategy, with the expertise necessary to successfully drive enhanced stockholder value.

Thank you for your support,
The Dynavax Board of Directors

Advisors

Goldman Sachs & Co. LLC is serving as financial advisor to Dynavax and Cooley LLP is serving as legal counsel.

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 the United Kingdom 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 communication 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," "expect," "will," "may," "plan," "potential," "seek," "would" and similar expressions, or the negatives thereof, or they may use future dates. Forward-looking statements made in this document include statements regarding expected contributions from newly appointed directors, expectations regarding delivering value for our stockholders, our future growth, potential of our differentiated technology, timing of clinical trials and expected results, market share and size of the market, expected product revenue, our business strategy and long-term performance. Actual results may differ materially from those set forth in this communication 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 Annual Report on Form 10-K for the financial year ended December 31, 2024 and any 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.

Important Additional Information and Where to Find It

On April 17, 2025, the Company filed a definitive proxy statement on Schedule 14A (the "Proxy Statement") and form of accompanying GOLD proxy card with the U.S. Securities and Exchange Commission (the "SEC") in connection with its 2025 Annual Meeting and its solicitation of proxies for the Company's director nominees and for other matters to be voted on. The Company may also file other relevant documents with the SEC regarding its solicitation of proxies for the 2025 Annual Meeting. This communication is not a substitute for any proxy statement or other document that the Company has filed or may file with the SEC in connection with any solicitation by the Company. STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT, ACCOMPANYING GOLD PROXY CARD AND OTHER RELEVANT DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION. Stockholders may obtain a copy of the Proxy Statement, accompanying GOLD proxy card, any amendments or supplements to the Proxy Statement and any other relevant documents filed by the Company with the SEC at no charge at the SEC's website at www.sec.gov. Copies will also be available at no charge at the Company's website at https://investors.dynavax.com/sec-filings.

Certain Information Regarding Participants

This communication is neither a solicitation of a proxy or consent nor a substitute for any proxy statement or other filings that may be made with the SEC. The Company, its directors, its director nominees and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies for the 2025 Annual Meeting. Information regarding the names of such persons and their respective direct or indirect interests in the Company, by securities holdings or otherwise, is available in the Proxy Statement, which was filed with the SEC on April 17, 2025, including in the sections captioned "Compensation Discussion and Analysis," "Summary Compensation Table," "Grants of Plan Based Awards," "Outstanding Equity Awards at Fiscal Year End," "Pay Ratio Disclosure," "Director Compensation," "Certain Transactions," "Security Ownership of Certain Beneficial Owners and Management," and "Supplemental Information Regarding Participants in the Solicitation." To the extent that the Company's directors and executive officers have acquired or disposed of securities holdings since the applicable "as of" date disclosed in the Proxy Statement, such transactions have been or will be reflected on Statements of Changes in Ownership of Securities on Form 4 or Initial Statements of Beneficial Ownership of Securities on Form 3 filed with the SEC. These documents are or will be available free of charge at the SEC's website at www.sec.gov.

For Investors:
Paul Cox
pcox@dynavax.com
510-665-0499

or

MacKenzie Partners, Inc.
Bob Marese / John Bryan
Toll-Free: 1-800-322-2885
DVAX@mackenziepartners.com

For Media:
Dan Moore / Tali Epstein
Dynavax-CS@collectedstrategies.com

¹ Based on Dynavax stock price between March 31, 2020, and March 31, 2025.

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SOURCE Dynavax Technologies

FAQ

What is Dynavax (DVAX) share repurchase program value and timeline in 2025?

Dynavax is executing a $200 million share repurchase program initiated in November 2024, with $128.8 million already completed as of Q1 2025. The program is scheduled to be completed within 2025.

What is HEPLISAV-B market share and revenue forecast for 2025?

HEPLISAV-B holds 44% U.S. market share and generated $268 million in revenue for 2024. Dynavax projects 2025 net product revenue of $305-$325 million, with potential market growth to $900 million annual sales by 2030.

How has Dynavax (DVAX) stock performed against biotech indexes over 5 years?

Dynavax has delivered 267% total stockholder returns over the past five years, significantly outperforming both the NASDAQ Biotechnology Index and S&P Biotechnology Select Industry Index.

What are Dynavax (DVAX) upcoming vaccine pipeline milestones in 2025?

Dynavax expects topline results for its Phase 1/2 shingles vaccine trial in Q3 2025 and plans to initiate Phase 2 plague vaccine trials in Q3 2025, targeting the $4.4 billion global shingles market.

Why is Deep Track Capital challenging Dynavax (DVAX) board of directors?

Deep Track Capital is attempting to replace four independent directors to implement changes including a $400 million share repurchase program, HEPLISAV-B royalty financing, and discontinuing internal development efforts - changes Dynavax considers value-destructive.