CEO Jeffrey Baxter was paid $893,546 in fiscal year 2023, ↓ down 51.2% from fiscal year 2022, the 1st percentile of its disclosed peer group (SEC filing 0001493152-24-016951 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$893,546 ↓ Jeffrey Baxter total, FY2023 | 1st CEO pay percentile vs peers | — CEO-to-median pay ratio | 90.77% Say-on-pay support, latest vote |
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Jeffrey Baxter | $697,928 | $0 | — | $121,736 | — | — | $73,883 | $893,546 |
| President, Chief Executive Officer | ||||||||
| David Anderson | 458,350 | 0 | — | 91,305 | — | — | 14,900 | 564,555 |
| Chief Scientific Officer | ||||||||
| Francisco Diaz-Mitoma | 457,916 | 0 | — | 91,305 | — | — | 0 | 549,221 |
| Chief Medical Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2023 total | FY2022 total | FY2021 total | Δ FY2022→2023 |
|---|---|---|---|---|
| Jeffrey Baxter | $893,546 | $1,830,436 | — | ↓ −936,890 |
| David Anderson | 564,555 | 995,438 | — | ↓ −430,883 |
| Francisco Diaz-Mitoma | 549,221 | 1,005,705 | — | ↓ −456,484 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| David Anderson | Option | 5,411 | 45.9 | — |
| David Anderson | Option | 520 | 94.5 | — |
| David Anderson | Option | 2,500 | 17.25 | — |
| Francisco Diaz-Mitoma | Option | 520 | 94.2 | — |
| Francisco Diaz-Mitoma | Option | 5,411 | 45.9 | — |
| Francisco Diaz-Mitoma | Option | 2,500 | 17.25 | — |
| Francisco Diaz-Mitoma | Option | 52,500 | 1.3 | — |
| David Anderson | Option | 52,500 | 1.3 | — |
VBI's compensation program is designed to attract, motivate, and retain skilled individuals while aligning executive interests with those of stakeholders by rewarding short-term and long-term performance. The program aims to deliver a competitive total compensation package around the median of the peer group, linking incentives to the achievement of corporate goals and the creation of shareholder value.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2023 | 2023-06-23 | 2,262,957 | 230,128 | 40,773 | 90.77% | Passed |
| 2021 | 2021-06-09 | — | — | — | — | — |
| 2020 | 2020-06-18 | — | — | — | — | — |
| 2019 | 2019-06-13 | — | — | — | — | — |
| 2018 | 2018-05-24 | — | — | — | — | — |
| 2017 | 2017-06-22 | — | — | — | — | — |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2023 | 2023-06-23 | 90.77%a |
| 2021 | 2021-06-09 | —b |
| 2020 | 2020-06-18 | —c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Steven GillisIndependent · Audit Committee · Compensation Committee · Nominating and Governance Committee (Chair) | $103,750 | — | $90,280 | — | $90,280 | $194,028 |
| Joanne CordeiroIndependent · Audit Committee · Compensation Committee (Chair) | 67,500 | — | 60,176 | — | 0 | 127,676 |
| Blaine H. McKeeIndependent · Audit Committee (Chair) | 60,000 | — | 60,176 | — | 60,176 | 120,176 |
| Michel De WildeIndependent · Compensation Committee | 47,500 | — | 60,176 | — | 60,176 | 107,676 |
| Damian BragaIndependent · Nominating and Governance Committee | 45,000 | — | 60,176 | — | 60,176 | 105,176 |
| Vaughn HimesIndependent · Nominating and Governance Committee | 33,750 | — | 54,401 | — | 54,401 | 88,151 |
| Annual cash retainer | $40,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 15,000 / 10,000 |
| Stock ownership guideline | — |
| Component | FY2023 |
|---|---|
| Cash retainers and fees | $357,500 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $325,209 |
| Total cost of the board | $682,709 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies VBI Vaccines Inc/BC names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including VBI Vaccines Inc/BC.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Novavax, Inc. | 2025 | John Jacobs | $792,917 | $3,545,435 | $3,763,292 | $640,331 | $8,856,015 |
| 2 | Dynavax Technologies Corporation | 2024 | Ryan Spencer | 835,001 | 4,902,150 | 1,824,299 | 641,907 | 8,210,775 |
| 3 | Akebia Therapeutics, Inc. | 2025 | John Butler | 864,010 | 2,164,338 | 2,024,798 | 580,973 | 5,652,339 |
| 4 | Emergent BioSolutions Inc. | 2025 | Joseph Papa | 1,037,385 | 1,638,500 | 1,191,500 | 1,446,640 | 5,321,147 |
| 5 | Rigel Pharmaceuticals, Inc. | 2025 | Raul Rodriguez | 787,405 | 951,327 | 2,241,570 | 634,649 | 4,658,805 |
| 6 | Heron Therapeutics, Inc. | 2025 | Craig Collard | 689,431 | 946,254 | 1,352,917 | 517,189 | 3,516,291 |
| 7 | C4 Therapeutics, Inc. | 2025 | Andrew Hirsch | 694,925 | 710,730 | 848,007 | 573,313 | 2,940,975 |
| 8 | Assembly Biosciences, Inc. | 2025 | Jason Okazaki | 647,500 | 661,671 | 573,574 | 585,000 | 2,482,987 |
| 9 | Karyopharm Therapeutics Inc. | 2025 | Richard Paulson | 770,000 | 838,996 | 241,544 | 350,350 | 2,320,902 |
| 10 | Precision BioSciences, Inc. | 2025 | Michael Amoroso | 650,875 | 1,025,086 | 0 | 0 | 2,189,467 |
| 11 | Inovio Pharmaceuticals, Inc. | 2025 | Jacqueline Shea | 728,000 | 346,101 | 351,955 | 144,144 | 1,587,155 |
| 12 | Agenus Inc. | 2025 | Garo Armen | 715,260 | 0 | 141,000 | 0 | 1,350,325 |
| 13 | Chimerix, Inc. | 2023 | Mike Andriole | 528,473 | 93,135 | 399,282 | 280,500 | 1,312,421 |
| 14 | VBI Vaccines Inc/BC | 2023 | Jeffrey Baxter | 697,928 | — | 121,736 | — | 893,546 |
| — | Vaxxinity, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Vaxart Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Sangamo Therapeutics, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Homology Medicines, Inc. | — | — | — | — | — | — | not in coverage universe |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| VBI Vaccines Inc/BC | not disclosed | Option 100 | not disclosed | not disclosed |
| Agenus Inc. | 125% | Options 100 | not disclosed | Aon Radford |
| Akebia Therapeutics, Inc. | 90% | Options 50 · RSU 25 · MSU 25 | No | Pearl Meyer |
| Assembly Biosciences, Inc. | not disclosed | Options 100 | No | Alpine Rewards, LLC |
| C4 Therapeutics, Inc. | 120% | not disclosed | not disclosed | Pearl Meyer |
| Chimerix, Inc. | 85% | Option 86 · RSU 14 | not disclosed | Aon |
| Dynavax Technologies Corporation | 102.5% | Options 34 · RSU 33 · PSU 33 | Yes — Relative Total Stockholder Return (rTSR) ranking vs. Nasdaq Biotechnology Index | Alpine |
| Emergent BioSolutions Inc. | 107% | Options 50 · PSU 50 | No | WTW |
| Heron Therapeutics, Inc. | not disclosed | Option 66.67 · RSU 33.33 | not disclosed | Compensia, Inc. |
| Homology Medicines, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Inovio Pharmaceuticals, Inc. | 33% | not disclosed | Yes — Relative TSR | Aon (Human Capital Solutions practice) |
| Karyopharm Therapeutics Inc. | 90% | not disclosed | Yes — Relative TSR | Alpine, WTW |
| Novavax, Inc. | 95% | Options 50 · RSU 50 | not disclosed | Pearl Meyer |
| Precision BioSciences, Inc. | 115% | RSU 100 | not disclosed | Aon |
| Rigel Pharmaceuticals, Inc. | 124% | Options 75 · RSU 25 | No | Pearl Meyer |
| Sangamo Therapeutics, Inc. | not disclosed | not disclosed | not disclosed | Aon |
| Vaxart Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Vaxxinity, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Jeffrey Baxter | DEF 14A | 2024-04-29 | 0001493152-24-016951 | Section “Summary Compensation Table for 2023 and 2022”. As printed: 893,546. Filing ↗ |
| 2 | Section 01, David Anderson | DEF 14A | 2024-04-29 | 0001493152-24-016951 | Section “Summary Compensation Table for 2023 and 2022”. As printed: 564,555. Filing ↗ |
| 3 | Section 01, Francisco Diaz-Mitoma | DEF 14A | 2024-04-29 | 0001493152-24-016951 | Section “Summary Compensation Table for 2023 and 2022”. As printed: 549,221. Filing ↗ |
| 4 | Section 08, Steven Gillis | DEF 14A | 2024-04-29 | 0001493152-24-016951 | Section “Director Compensation”. As printed: 194,028. Filing ↗machine: span 415884–415891 |
| 5 | Section 08, Joanne Cordeiro | DEF 14A | 2024-04-29 | 0001493152-24-016951 | Section “Director Compensation”. As printed: 127,676. Filing ↗machine: span 417537–417544 |
| 6 | Section 08, Blaine H. McKee | DEF 14A | 2024-04-29 | 0001493152-24-016951 | Section “Director Compensation”. As printed: 120,176. Filing ↗machine: span 419220–419227 |
| 7 | Section 08, Michel De Wilde | DEF 14A | 2024-04-29 | 0001493152-24-016951 | Section “Director Compensation”. As printed: 107,676. Filing ↗machine: span 418373–418380 |
| 8 | Section 08, Damian Braga | DEF 14A | 2024-04-29 | 0001493152-24-016951 | Section “Director Compensation”. As printed: 105,176. Filing ↗machine: span 416722–416729 |
| 9 | Section 08, Vaughn Himes | DEF 14A | 2024-04-29 | 0001493152-24-016951 | Section “Director Compensation”. As printed: 88,151. Filing ↗machine: span 420091–420097 |
| 10 | Section 06, 2023 vote | Form 8-K | 2023-06-23 | 0001493152-23-022237 | Item 5.07 · say-on-pay result. As reported: 90.77% (votes for as printed: 2,262,957). Filing ↗ |
| 11 | Section 06, 2021 vote | Form 8-K | 2021-06-10 | 0001493152-21-013935 | Item 5.07 · say-on-pay result. As reported: —. Filing ↗ |
| 12 | Section 06, 2020 vote | Form 8-K | 2020-06-22 | 0001493152-20-011569 | Item 5.07 · say-on-pay result. As reported: —. Filing ↗ |
| 13 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 14 | Section 09b board cost (computed) | Computed | — | — | Cash 357,500 + equity 0 + all other 325,209 = 682,709, summed across the director compensation table rows.machine: formula: Σ = 682,709 |
| 15 | Novavax, Inc., Section 10b CEO total | DEF 14A | 2026-04-27 | 0001628280-26-027328 | CEO total compensation as printed in Novavax, Inc.'s own proxy. As printed: 8,856,015. Filing ↗machine: r2 · c24 · span 944385–944394 |
| 16 | Dynavax Technologies Corporation, Section 10b CEO total | DEF 14A | 2025-04-17 | 0000930413-25-001273 | CEO total compensation as printed in Dynavax Technologies Corporation's own proxy. As printed: 8,210,775. Filing ↗ |
| 17 | Akebia Therapeutics, Inc., Section 10b CEO total | DEF 14A | 2026-04-28 | 0001517022-26-000034 | CEO total compensation as printed in Akebia Therapeutics, Inc.'s own proxy. As printed: 5,652,339. Filing ↗machine: r3 · c39 · span 516847–516856 |
| 18 | Emergent BioSolutions Inc., Section 10b CEO total | DEF 14A | 2026-03-20 | 0001367644-26-000033 | CEO total compensation as printed in Emergent BioSolutions Inc.'s own proxy. As printed: 5,321,147. Filing ↗machine: t155 · r3 · c15 · span 906918–906927 |
| 19 | Rigel Pharmaceuticals, Inc., Section 10b CEO total | DEF 14A | 2026-04-03 | 0001034842-26-000023 | CEO total compensation as printed in Rigel Pharmaceuticals, Inc.'s own proxy. As printed: 4,658,805. Filing ↗machine: t120 · r3 · c22 · span 886059–886068 |
| 20 | Heron Therapeutics, Inc., Section 10b CEO total | DEF 14A | 2026-04-30 | 0001193125-26-196306 | CEO total compensation as printed in Heron Therapeutics, Inc.'s own proxy. As printed: 3,516,291. Filing ↗machine: span 728212–728221 |
| 21 | C4 Therapeutics, Inc., Section 10b CEO total | DEF 14A | 2026-04-29 | 0001628280-26-028104 | CEO total compensation as printed in C4 Therapeutics, Inc.'s own proxy. As printed: 2,940,975. Filing ↗machine: span 511808–511817 |
| 22 | Assembly Biosciences, Inc., Section 10b CEO total | DEF 14A | 2026-04-22 | 0001193125-26-170417 | CEO total compensation as printed in Assembly Biosciences, Inc.'s own proxy. As printed: 2,482,987. Filing ↗machine: t38 · r2 · c25 · span 1134174–1134183 |
| 23 | Karyopharm Therapeutics Inc., Section 10b CEO total | DEF 14A | 2026-04-13 | 0001503802-26-000023 | CEO total compensation as printed in Karyopharm Therapeutics Inc.'s own proxy. As printed: 2,320,902. Filing ↗machine: r2 · c29 · span 1192339–1192348 |
| 24 | Precision BioSciences, Inc., Section 10b CEO total | DEF 14A | 2026-04-08 | 0001140361-26-013757 | CEO total compensation as printed in Precision BioSciences, Inc.'s own proxy. As printed: 2,189,467. Filing ↗machine: r2 · c19 · span 829996–830005 |
| 25 | Inovio Pharmaceuticals, Inc., Section 10b CEO total | DEF 14A | 2026-04-07 | 0001055726-26-000011 | CEO total compensation as printed in Inovio Pharmaceuticals, Inc.'s own proxy. As printed: 1,587,155. Filing ↗machine: r4 · c24 · span 548358–548367 |
| 26 | Agenus Inc., Section 10b CEO total | DEF 14A | 2026-04-30 | 0001193125-26-197536 | CEO total compensation as printed in Agenus Inc.'s own proxy. As printed: 1,350,325. Filing ↗machine: r2 · c21 · span 404620–404629 |
| 27 | Chimerix, Inc., Section 10b CEO total | DEF 14A | 2024-04-26 | 0001117480-24-000010 | CEO total compensation as printed in Chimerix, Inc.'s own proxy. As printed: 1,312,421. Filing ↗ |
| 28 | VBI Vaccines Inc/BC (subject), Section 10b CEO total | DEF 14A | 2024-04-29 | 0001493152-24-016951 | CEO total compensation as printed in VBI Vaccines Inc/BC's own proxy. As printed: 893,546. Filing ↗ |
| 29 | Section 10a, Assembly Biosciences, Inc. reciprocity | DEF 14A | — | 0001193125-26-170417 | Assembly Biosciences, Inc.'s most recent proxy was read; its disclosed peer group does not include VBI Vaccines Inc/BC. Filing ↗ |
| 30 | Section 10a, C4 Therapeutics, Inc. reciprocity | DEF 14A | — | 0001628280-26-028104 | C4 Therapeutics, Inc.'s most recent proxy was read; its disclosed peer group does not include VBI Vaccines Inc/BC. Filing ↗ |
| 31 | Section 10a, Heron Therapeutics, Inc. reciprocity | DEF 14A | — | 0001193125-26-196306 | Heron Therapeutics, Inc.'s most recent proxy was read; its disclosed peer group does not include VBI Vaccines Inc/BC. Filing ↗ |
| 32 | Section 10a, Karyopharm Therapeutics Inc. reciprocity | DEF 14A | — | 0001503802-26-000023 | Karyopharm Therapeutics Inc.'s most recent proxy was read; its disclosed peer group does not include VBI Vaccines Inc/BC. Filing ↗ |
| 33 | Section 10a, Chimerix, Inc. reciprocity | DEF 14A | — | 0001117480-24-000010 | Chimerix, Inc.'s most recent proxy was read; its disclosed peer group does not include VBI Vaccines Inc/BC. Filing ↗ |
| 34 | Section 10a, Agenus Inc. reciprocity | DEF 14A | — | 0001193125-26-197536 | Agenus Inc.'s most recent proxy was read; its disclosed peer group does not include VBI Vaccines Inc/BC. Filing ↗ |
| 35 | Section 10a, Dynavax Technologies Corporation reciprocity | DEF 14A | — | 0000930413-25-001273 | Dynavax Technologies Corporation's most recent proxy was read; its disclosed peer group does not include VBI Vaccines Inc/BC. Filing ↗ |
| 36 | Section 10a, Novavax, Inc. reciprocity | DEF 14A | — | 0001628280-26-027328 | Novavax, Inc.'s most recent proxy was read; its disclosed peer group does not include VBI Vaccines Inc/BC. Filing ↗ |
| 37 | Section 10a, Akebia Therapeutics, Inc. reciprocity | DEF 14A | — | 0001517022-26-000034 | Akebia Therapeutics, Inc.'s most recent proxy was read; its disclosed peer group does not include VBI Vaccines Inc/BC. Filing ↗ |
| 38 | Section 10a, Precision BioSciences, Inc. reciprocity | DEF 14A | — | 0001140361-26-013757 | Precision BioSciences, Inc.'s most recent proxy was read; its disclosed peer group does not include VBI Vaccines Inc/BC. Filing ↗ |
| 39 | Section 10a, Emergent BioSolutions Inc. reciprocity | DEF 14A | — | 0001367644-26-000033 | Emergent BioSolutions Inc.'s most recent proxy was read; its disclosed peer group does not include VBI Vaccines Inc/BC. Filing ↗ |
| 40 | Section 10a, Rigel Pharmaceuticals, Inc. reciprocity | DEF 14A | — | 0001034842-26-000023 | Rigel Pharmaceuticals, Inc.'s most recent proxy was read; its disclosed peer group does not include VBI Vaccines Inc/BC. Filing ↗ |
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