☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

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1.

To elect our three nominees for Class II directors to hold office until the 2023 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.

2.

To approve an amendment to the Company’s Sixth Amended and Restated Certificate of Incorporation, as amended, to increase the authorized number of shares of common stock from 139,000,000 to 278,000,000.

3.

To approve an amendment and restatement of the Dynavax Technologies Corporation 2018 Equity Incentive Plan (the “2018 EIP”) to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the 2018 EIP by 7,600,000.

4.

To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement accompanying this Notice.

5.

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, 2020.

6.

To conduct any other business properly brought before the meeting or any adjournment(s) thereof.

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by telephone: call 1-800-579-1639 free of charge and follow the instructions;

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by Internet: go to www.proxyvote.com and follow the instructions; or

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by e-mail: send an e-mail message to sendmaterial@proxyvote.com. Please send a blank e-mail and insert the 16-Digit Control Number located in your Notice in the subject line.

Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. On the Record Date, there were 87,599,440 shares of common stock outstanding and entitled to vote.

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1.

To elect our three nominees for Class II directors to hold office until the 2023 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.

2.

To approve an amendment to the Company’s Sixth Amended and Restated Certificate of Incorporation, as amended, to increase the authorized number of shares of common stock from 139,000,000 to 278,000,000.

3.

To approve an amendment and restatement of the Dynavax Technologies Corporation 2018 Equity Incentive Plan (the “2018 EIP”) to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the 2018 EIP by 7,600,000.

4.

To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement accompanying this Notice.

5.

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, 2020.

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To vote using the proxy card, simply complete, sign and date the proxy card that may be delivered and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

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To vote by phone, call 1-800-690-6903 free of charge and follow the recorded instructions. You will be asked to provide the control number from the Notice. Your telephone vote must be received by 11:59 p.m., Eastern Time on May 27, 2020 to be counted.

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To vote through the Internet before the meeting, go to www.proxyvote.com and follow the on-screen instructions to complete an electronic proxy card. You will be asked to provide the control number from the Notice. Your Internet vote must be received by 11:59 p.m., Eastern Time on May 27, 2020 to be counted.

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To vote through the Internet during the meeting, please visit www.virtualshareholdermeeting.com/DVAX2020 and have available the 16-digit control number included in your Notice.

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Proposal 1: “For” election of our three nominees as Class II directors.

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Proposal 2: “For” approval of an amendment to the Company’s Sixth Amended and Restated Certificate of Incorporation, as amended, to increase the authorized number of shares of common stock from 139,000,000 to 278,000,000;

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Proposal 3: “For” approval of an amendment and restatement of the 2018 EIP to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the 2018 EIP by 7,600,000;

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Proposal 4: “For” advisory approval of executive compensation; and

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Proposal 5: “For” ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2020.

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You may submit another properly completed proxy card with a later date.

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You may submit a later-dated vote by telephone by calling 1-800-690-6903. You will need the 16-digit control number included on your Notice or your proxy card (if you received a printed copy of the proxy materials). Votes submitted by telephone must be received by 11:59 p.m., Eastern Time on May 27, 2020 to be counted.

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You may grant a subsequent proxy through the Internet. You will need the 16-digit control number included on your Notice or your proxy card (if you received a printed copy of the proxy materials).

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You may send a timely written notice that you are revoking your proxy to Dynavax Technologies Corporation, Attention: Corporate Secretary, 2100 Powell Street, Suite 900, Emeryville, California 94608.

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You may virtually attend the Annual Meeting and vote by Internet by visiting www.virtualshareholdermeeting.com/DVAX2020. To attend the Annual Meeting, you will need the 16-digit control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials. Simply attending the meeting will not, by itself, revoke your proxy.

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Proposal 1: to elect our three nominees for Class II directors, the three nominees receiving the most “For” votes from the holders of shares present (either in person or represented by proxy) and cast for the election of directors will be elected. Only votes “For” will affect the outcome of the vote; “Withhold” votes will have no effect on the outcome of the vote. However, if a nominee receives a greater number of “Withhold” votes than “For” votes, such nominee will submit his or her offer of resignation for consideration by our Nominating and Corporate Governance Committee in accordance with our Majority Vote Policy discussed in more detail in the section entitled “Corporate Governance – Majority Vote Policy” in this proxy statement.

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Proposal 2: to approve an amendment to the Company’s Sixth Amended and Restated Certificate of Incorporation, as amended, to increase the authorized number of shares of common stock from 139,000,000 to 278,00,000, such amendment must receive “For” votes from the holders of a majority of the Company’s outstanding shares entitled to vote on the matter. If you are a stockholder of record and return a signed and dated proxy card without providing specific voting instructions on Proposal 2, or do not specify your vote on Proposal 2 when voting using the Internet or by phone, your shares will be voted “For” Proposal 2 in accordance with the recommendations of the Board. Abstentions and broker non-votes will have the same effect as “Against” votes. We believe that Proposal 2 is deemed to be a “routine” matter. Therefore, if you are a beneficial owner of shares registered in the name of your broker or other nominee and you fail to provide instructions to your broker or nominee as to how to vote your shares on Proposal 2, your broker or nominee will have the discretion to vote your shares on Proposal 2. Accordingly, if you fail to provide voting instructions to your broker or nominee, your broker or nominee can vote your shares on Proposal 2 in a manner that is contrary to what you intend. For example, if you are against the approval of Proposal 2 but you do not provide any voting instructions to your broker, your broker can nonetheless vote your shares “For” Proposal 2. While we do not expect any broker non-votes on Proposal 2, if you do not provide voting instructions and your broker or nominee fails to vote your shares, this will have the same effect as an “Against” vote. If you are a beneficial owner of shares registered in the name of your broker or other nominee, we strongly encourage you to provide voting instructions to the broker or nominee that holds your shares to ensure that your shares are voted in the manner in which you want them to be voted.

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Proposal 3: to approve an amendment and restatement of the 2018 EIP to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the 2018 EIP by 7,600,000, such amendment and restatement must receive “For” votes from the holders of a majority of shares present (either in person or by proxy) and entitled to vote on the matter at the meeting. If you return your proxy and select “Abstain,” it will have the same effect as an “Against” vote. Broker non-votes will have no effect.

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Proposal 4: to approve, on an advisory basis, the compensation of the Company’s named executive officers, such advisory approval must receive “For” votes from the holders of a majority of shares present (either in person or by proxy) and entitled to vote on the matter at the meeting. If you return your proxy and select “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes will have no effect.

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Proposal 5: to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for our fiscal year ending December 31, 2020, such ratification must receive “For” votes from the holders of a majority of shares present (either in person or by proxy) and entitled to vote on the matter at the meeting. If you return your proxy and select “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes will have no effect. However, as Proposal 5 is considered a “routine” matter, we do not expect to receive any broker non-votes.

A quorum of stockholders is necessary to hold a valid Annual Meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote are present at the Annual Meeting in person or represented by proxy. On the record date, there were 87,599,440 shares outstanding and entitled to vote.

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The additional common stock to be authorized by adoption of the amendment would have rights identical to the currently outstanding common stock of the Company. Stockholders have no preemptive rights to acquire shares of common stock issued by the Company under its Charter. This means that current stockholders do not have a right to purchase any new issue of our capital stock in order to maintain their proportionate ownership of common stock. Adoption of the proposed amendment and issuance of the common stock would not affect the rights of the holders of currently outstanding common stock of the Company, except for effects incidental to increasing the number of shares of the Company’s common stock outstanding, such as dilution of the earnings per share and voting rights of current holders of common stock. The issuance of additional shares of our common stock, or the perception that additional shares may be issued, may adversely affect the market price of our common stock. The additional shares of common stock authorized by the approval of this Proposal 2 could be issued by our Board without further vote of our stockholders except as may be required in particular cases by our Charter, applicable law, regulatory agencies or the rules of the Nasdaq Stock Market. In addition to the 87,599,440 shares of common stock outstanding on April 6, 2020, there were:

 

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5,841,250 shares of common stock reserved for future issuance upon the exercise of outstanding warrants;

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4,840,000 shares of common stock reserved for future issuance upon the conversion of outstanding shares of our Series B Preferred Stock;

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359,264 shares of common stock reserved for future issuance under the Company’s Amended and Restated 2014 Employee Stock Purchase Plan; and

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11,892,001 shares of common stock reserved for future issuance under the Company’s 2018 EIP.

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The Amended 2018 EIP contains the following material changes from the 2018 EIP:

Stockholder Approval

Why You Should Vote for the Amended 2018 EIP

The Amended 2018 EIP Combines Compensation and Governance Best Practices

The Amended 2018 EIP includes provisions that are designed to protect our stockholders’ interests and to reflect corporate governance best practices including:

Overhang

The following table provides certain information regarding our equity incentive program.

(1)	As of April 6, 2020, there were no shares of common stock available for grant under any of our other equity incentive plans.

We Manage Our Equity Incentive Award Use Carefully and Dilution Is Reasonable

The following table shows our responsible historical dilution and burn rate percentages.

(2)	Gross Burn Rate is calculated as (shares subject to options granted + shares subject to other equity incentive awards granted)/weighted average common stock outstanding.

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For purposes of the Amended 2018 EIP, a change in control generally will be deemed to occur in the event: (i) a person, entity or group acquires, directly or indirectly, our securities representing more than 50% of the combined voting power of our then outstanding securities, other than by virtue of a merger, consolidation, or similar transaction; (ii) there is consummated a merger, consolidation, or similar transaction and, immediately after the consummation of such transaction, our stockholders immediately prior thereto do not own, directly or indirectly, more than 50% of the combined outstanding voting power of the surviving entity or the parent of the surviving entity in substantially the same proportions as their ownership of our outstanding voting securities immediately prior to such transaction; (iii) there is consummated a sale or other disposition of all or substantially all of our consolidated assets, other than a sale or other disposition to an entity in which more than 50% of the entity’s combined voting power is owned by our stockholders in substantially the same proportions as their ownership of our outstanding voting securities immediately prior to such sale or other disposition; or (iv) over a period of 12 months or less, a majority of our Board becomes comprised of individuals whose nomination, appointment, or election was not approved by a majority of the Board members or their approved successors.

Plan Amendments and Termination

The Plan Administrator has the authority to amend or terminate the Amended 2018 EIP at any time. However, except as otherwise provided in the Amended 2018 EIP or an award agreement, no amendment or termination of the Amended 2018 EIP may materially impair a participant’s rights under his or her outstanding awards without the participant’s consent.

We will obtain stockholder approval of any amendment to the Amended 2018 EIP as required by applicable law and listing requirements. No incentive stock options may be granted under the Amended 2018 EIP after April 8, 2028, which is the tenth anniversary of the date the 2018 EIP was originally adopted by the Board.

Vote Required

The affirmative vote of the holders of a majority of shares present (either in person or by proxy) and entitled to vote on the matter at the Annual Meeting will be required to approve this Proposal 3. Abstentions will be counted toward the tabulation of votes cast on proposals presented to the stockholders and will have the same effect as negative votes. Broker non-votes are counted towards a quorum but are not counted for any purpose in determining whether this Proposal 3 has been approved.

 

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE IN FAVOR OF PROPOSAL 3.

PROPOSAL 4

 

ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 of Directors 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 Overview, 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.

 

Unless our Board modifies its policy on the frequency of future advisory votes on the compensation of our named executive officers, which are currently submitted to stockholders on an annual basis, the next advisory vote on the compensation of our named executive officers will be held at the 2021 annual meeting of stockholders.

 

Vote Required

 

Approval of this advisory proposal requires the affirmative vote of the holders of a majority of shares present (either in person or by proxy) and entitled to vote on the matter at the Annual Meeting. Abstentions will be counted toward the tabulation of votes cast on proposals presented to the stockholders and will have the same effect as negative votes. Broker non-votes are counted towards a quorum but are not counted for any purpose in determining whether this Proposal 4 has been approved.

 

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE IN FAVOR OF PROPOSAL 4.

PROPOSAL 5

 

RATIFICATION OF SELECTION OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Audit Committee has selected Ernst & Young LLP, or Ernst & Young, as our independent registered public accounting firm for the fiscal year ending December 31, 2020. 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 holders of a majority of the shares present (either in person 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 will be counted toward the tabulation of votes cast on proposals presented to the stockholders and will have the same effect as negative votes. Broker non-votes are counted towards a quorum but are not counted for any purpose in determining whether this matter has been approved; however, Proposal 5 is considered a “routine” matter, and therefore no broker non-votes are expected in connection with this Proposal 5.

 

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE IN FAVOR OF PROPOSAL 5.

 

AUDIT FEES

 

In connection with the audit of our 2019 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, 2019 and 2018 by Ernst & Young, our principal auditors. The Audit Committee pre-approved all service fees 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.

EXECUTIVE OFFICERS

 

COMPENSATION OVERVIEW

 

Overview

 

This Compensation Overview discusses our executive compensation philosophy and practices and provides an overview of the Compensation Committee’s 2019 decisions for the following named executive officers (“NEOs”) whose compensation is set forth in the Summary Compensation Table and other related tables contained in this proxy statement:

 

 

 

 

 

 

 

Business Overview, Corporate Developments in 2019 and Early 2020 and Relationship to Executive Compensation

We are a commercial stage biopharmaceutical company focused on developing and commercializing novel vaccines. Our first commercial product, HEPLISAV-B® (Hepatitis B Vaccine (Recombinant), Adjuvanted), was approved by the United States Food and Drug Administration (“FDA”) in November 2017 for prevention of infection caused by all known subtypes of hepatitis B virus in adults age 18 years and older. We commenced commercial shipments of HEPLISAV-B in the U.S. in January 2018 and deployed our sales force in February 2018.  We have world-wide commercial rights to HEPLISAV-B.

 

For 2020, our business is focused on continued commercialization of HEPLISAV-B in the U.S., advancing our Marketing Authorization Application (“MAA”) for HEPLISAV-B in Europe, and developing novel vaccines using our proprietary adjuvant, CpG 1018, which was approved by the FDA as part of HEPLISAV-B.  We continue to explore strategic alternatives for our I/O assets.

 

Given that full commercialization of a new vaccine takes several years and the long product development cycles in our business, we believe delivery of long-term value to our stockholders is the best measure of our performance.

 

At the outset of 2019, our business strategy focused on: (1) continued commercialization of HEPLISAV-B, and (2) advancing our immuno-oncology (“I/O”) pipeline. In May of 2019, following a comprehensive analysis of our assets, strengths and opportunities, and taking into consideration investor feedback, we determined we should focus our resources on HEPLISAV-B, and wind down our I/O programs and seek strategic alternatives for these programs. We also announced that as a result of the adjustment in strategic focus, the Board and Company management decided to reduce our work force by approximately 36% (approximately 80 positions). At the same time, we announced that Eddie Gray would be retiring from his positions as Chief Executive Officer and Director of the Company, effective August 1, 2019, and that David Novack (Senior Vice President, Operations and Quality) and Ryan Spencer (Senior Vice President, Commercial), were appointed by the Board as interim Co-Presidents.  In December of 2019, following a search conducted by our Nominating and Corporate Governance Committee of internal and external Chief Executive Officer candidates, the Board appointed Ryan Spencer as Chief Executive Officer and as a director and David Novack as President and Chief Operating Officer. In December 2019, Dr. Robert Coffman, our Chief Scientific Officer, retired from Dynavax.

 

In addition to executing on our new strategic focus, Messrs. Spencer and Novack, our other NEOs, and our broader leadership team devoted substantial time and energy last year ensuring an orderly transition of the Company through the period of significant change, including managing execution of the reduction in force, the wind down of the I/O program, and other changes associated with the new strategic focus and associated needs, such as subletting to another party at a higher rent the new corporate headquarters we had previously planned to move into which included laboratory space we no longer needed, and finding and leading an orderly move to less costly corporate headquarters in Emeryville, California.

 

Currently, total U.S. gross sales for adult hepatitis B vaccines is over $400 million annually, but we believe the market opportunity for HEPLISAV-B in the United States may be up to approximately $700 million in gross sales annually. Our field sales force of approximately 60 people across 6 regions and 3 National Accounts is sized to cover approximately 25% of the total vaccine outlets, which we believe represent approximately 70% of hepatitis B vaccine sales in the U.S. We converted our previously contracted field sales team into full-time Dynavax employees on April 1, 2019. This was an important step to help ensure we retained the sales team and provided operational efficiencies.

 

In furtherance of the new strategic focus, our NEOs focused on executing our HEPLISAV-B business strategy by continuing work toward successful commercialization, bringing the field sales force in-house, further developing a distribution network, and ensuring that we achieved sufficient manufacturing capability to successfully meet demand and that such manufacturing was done in accordance with applicable quality requirements.  In addition, we recognized the importance of advancing our post-marketing safety study and initiating our study of the use of HEPLISAV-B in patients undergoing hemodialysis.  Our NEOs also focused on vaccine development and winding down our I/O program.

We believe it was a year of many positive developments for our Company that positioned us for future success. At the outset, the strategic reorganization around our vaccine business and the wind-down of our I/O program best positions the Company for the future.  For HEPLISAV-B, we continued the commercialization process with further significant strides by advancing it through the multiple-step decision-making process employed by institutional hepatitis B vaccine purchasers. We also made substantial progress in our post-marketing safety study, including announcing positive interim results in December 2019. Importantly, we demonstrated continued compliance with quality requirements.  Each of these developments served to lay a foundation for future commercial success for HEPLISAV-B through advocacy and adoption efforts.

 

Certain key events that occurred in our company in 2019 and early 2020 are summarized below.

 

 

For 2019, we note several key accomplishments pertaining to HEPLISAV-B. From a product sales perspective, we achieved annual product revenues of $34.6 million in 2019, as compared to $6.8 million in 2018.  In addition, we entered into collaborations with Sam’s Club and Albertsons which resulted in HEPLISAV-B becoming available in thousands of in-store pharmacies nationwide.  We also converted our contract sales force to employees to allow for enhanced collaboration and coordination.

 

In March 2019, the European Medicines Agency accepted our MAA for review of HEPLISAV-B.  This marked the beginning of the regulatory review process for HEPLISAV-B in the European Union. In addition, we exercised our option to draw down $75 million of non-dilutive capital under our existing term loan agreement with CRG Servicing LLC, a healthcare-focused investment firm.  This provided necessary funding to continue our commercialization of HEPLISAV-B, bring our contract field sales force in-house, and to meet other general business needs.

 

In May 2019, we announced the enrollment of the first patient in our open-label, single-arm study of HEPLISAV-B in adults with end-stage renal disease who are initiating or undergoing hemodialysis. The primary endpoints are to evaluate the immunogenicity induced by HEPLISAV-B at week 20 as measured by seroprotection rate and to evaluate the safety of HEPLISAV-B with respect to clinically significant adverse events.

 

In December 2019, we filed a report on a cumulative analysis (comprising both required interim analyses) of our post-marketing study of HEPLISAV-B for review by the FDA. The study is assessing the rates of occurrence of acute myocardial infarction (“AMI”) in persons receiving HEPLISAV-B compared with Engerix-B. The interim report assesses unadjudicated events of AMI. The event rates in this interim analysis were similar between the two treatment arms. The independent data monitoring committee concurred this analysis showed no evidence of an increase in AMI events in the HEPLISAV-B arm.  The study was initiated in August 2018 and will continue through November 2020.

 

 

In August 2019, we completed an underwritten public offering that provided proceeds of approximately $65.6 million, net of issuance costs of $4.5 million, including an investment of approximately $35 million by funds affiliated with Bain Capital Life Sciences Investors, LLC (“Bain Capital Life Sciences”).  In addition, we subsequently announced the appointment of Andrew A. F. Hack, M.D., Ph.D., a managing director at Bain Capital Life Sciences, to our Board.

 

 

CpG 1018 is the proprietary Dynavax adjuvant contained in HEPLISAV-B, which demonstrated higher rates of immunogenicity with lower doses compared to prior existing hepatitis-b vaccines.  With our strategic transformation to focus on our vaccine business, CpG 1018 represents a valuable asset of Dynavax.  Thus, we are seeking to leverage CpG 1018 to develop new and improved vaccines.  In March 2020, we announced collaborations with the University of Queensland, Clover Biopharmaceuticals, and the Coalition for Epidemic Preparedness Innovations to develop a vaccine for COVID-19 leveraging CpG 1018.  In addition, we have an on-going collaboration with Serum Institute of India, Ltd., the world’s largest vaccine manufacturer, to develop vaccines containing CpG 1018, including an improved pertussis vaccine.

 

 

We have wound down our I/O program, including decreasing R&D expenses in Q4 2019 to $12.3 million, as compared to $22.9 in Q4 2018, and are exploring options for the sale or transfer of our I/O assets.

 

Compensation Governance Highlights

 

 

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

 

In 2016, our Board of Directors adopted, and our stockholders approved, a policy that we would hold a say-on-pay vote on a yearly basis.  Since adjusting to an annual say-on-pay practice, we have experienced continued favorable voting results with our say-on-pay practices.  The results of the past three years’ voting have been over 85%, 95%, and 75% in fiscal years 2017, 2018, and 2019, respectively, of stockholders voting in favor of our pay practices.

 

We routinely seek and obtain feedback from our stockholders throughout the course of the year.  In addition, we seek feedback from the governance teams of our largest institutional stockholders each year pertaining to executive compensation.  In late 2019 and early 2020, we reached out to the governance teams, and we spoke with 100% of the stockholders that wanted to provide us with feedback at that time about our executive compensation practices.  During these discussions, which included an opportunity for detailed questions, none of our stockholders expressed any concerns about our executive compensation practices. The bulk of the stockholders, while appreciating the outreach, did not feel a need to talk at the time.  Additionally, we considered feedback from Institutional Shareholder Services and Glass Lewis. Based on the feedback, we made the following two changes: (1) we increased the percentage of our NEO’s performance-based equity compensation from 20% to 25%; and (2) we established performance goals that would be expected to take longer than a year to be completed, whereas in the past the NEO performance goals were expected to have a completion period of one year. These changes provide for an increased link between executive compensation and longer-term performance.  This is in addition to time-based stock options the value of which is determined by long-term stock performance.

 

Executive Compensation Philosophy and Objectives

 

We believe our NEOs’ compensation should align our executives’ success 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 with our peer group to enable us to attract, motivate, reward, and retain outstanding talent. Our compensation programs are based on the following key principles:

 

 

 

 

 

Compensation-Setting Process – 2019 Peer Group

 

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 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, 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 positioning within the market data; rather, the Compensation Committee reviews a range of market data reference points including relevant Radford Global Life Sciences survey data as well as data from the Company’s peer group with respect to total target cash compensation (including both base salary and the annual target performance bonus) and equity compensation (valued based on disclosed grant date fair value and also considered as shares as a percentage of total common shares outstanding) to support its compensation decisions.

 

For 2019 compensation decisions, our Compensation Committee approved a peer group of biotechnology companies at a similar stage of product development with which we compete for executive talent that were of similar size to the Company in terms of market capitalization, product portfolio, pipeline and number of employees. To align with our strategic plan at that time, which included commercialization of HEPLISAV-B and expansion of our pipeline with early clinical development in cancer immunotherapy, our peer group included companies that were:

 

 

 

 

The change in our peer group from 2018 to 2019 included removing seven companies for various reasons including market caps that were out of range or because such companies had been acquired.  The companies that were removed were Cytokinetics, Inc., Emergent BioSolutions, Inc., Nektar Therapeutics, Inc., Sarepta Therapeutics, Inc., Xenocor, Inc., and Ziopharm Oncology, Inc.  The following thirteen companies were added to the peer list: Acadia Pharmaceuticals, Inc., Acceleron Pharma Inc., Acorda Therapeutics Inc., Alder Biopharmaceuticals, Arcus Biosciences, Inc., Five Prime Therapeutics Inc., Halozyne Therapeutics, Inc., Insmed Incorporated, Momenta Pharmaceuticals, Inc., Pacira Biosciences, Inc., Portola Pharmaceuticals, Inc., The Medicines Company, and Theravance Biopharma, Inc. As of September 2018, which was shortly before the Compensation Committee approved the 2019 peer group, the companies in the 2019 peer group had market capitalizations ranging between $455 million to $3.3 billion and the median market capitalization of our peer group was $1.7 billion. At that time, our market capitalization was $1.1 billion. The following table lists our 2019 peer group.

Elements of Executive Compensation

 

Our executive team continues to manage a changing and increasingly complex business. 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 awards. During our annual stockholder outreach, our key stockholders expressed support for the elements of our executive compensation program, including our continued use of stock options as one portion of long-term equity awards and continuing to grant a portion of long-term equity awards with performance-based vesting. As reflected in the chart below, we utilized performance-based vesting for a portion of our 2019 long-term equity awards.

 

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

 

2019 Executive Compensation Decisions

 

Total Target Cash Compensation – Base Salaries and Target Bonus Percentages

 

When determining 2019 base salary and target bonus percentage adjustments, the Compensation Committee considered each individual’s performance and criticality, each individual’s industry experience and tenure, internal pay equity, and retention concerns. The Compensation Committee also reviewed a range of market data reference points (including the 10th, 25th, 50th, 60th, 75th and 90th percentiles of market and peer group data) with respect to total target cash compensation (including both base salary and the annual target performance bonus).

 

The Compensation Committee (and the board of directors, with respect to Mr. Gray) decided that for 2019 each NEO’s target bonus percentage would remain the same as in 2018 (which has not increased for any of our NEOs since 2013) and base salaries would be increased as shown in the table below. In determining NEO compensation, the Compensation Committee takes into account disclosed peer group as well as survey data; each NEO’s industry experience, expertise, and tenure with the Company; internal pay equity; and the Company’s annual salary budget.

 

Name		2019 Base Salary				% Increase from Prior Year				2019 Target Bonus
Ryan Spencer		$	515,000	(1)			80	%			50	%(2)
Eddie Gray		$	640,000				3	%			60	%
David F. Novack		$	495,000	(3)			23	%			50	%(4)
Michael S. Ostrach		$	450,872				3.5	%			50	%
Robert Janssen, M.D.		$	453,333				3.5	%			50	%
Robert L. Coffman, Ph.D.		$	495,212				2	%			50	%

(1) From January 1 until May 15, 2019 Mr. Spencer, in the role of Vice President, Corporate Strategy & Communication, had an annual base salary of $296,010.  On May 16, 2019, Mr. Spencer was promoted to the role of Senior Vice President, Commercial and his annual base salary increased to $360,000.  On May 21, 2019, Mr. Spencer received the interim appointment to the shared office of the President and he began receiving an additional monthly stipend of $6,500 for his interim role.  On December 16, 2019, Mr. Spencer was promoted to Chief Executive Officer and his base salary was increased to $515,000, and the additional monthly stipend of $6,500 was discontinued. Peer and market data were considered in connection with the base salary adjustments.

(2) From January 1, 2019, to May 15, 2019, Mr. Spencer’s target bonus was 40%, and from May 16, 2019 to December 31, 2019 his target bonus was 50%.  On January 1, 2020 Mr. Spencer’s target bonus increased to 60% to reflect his recent promotion to Chief Executive Officer.

(3) From January 1 until May 23, 2019, Mr. Novack, in the role of Senior Vice President, Operations, had an annual base salary of $413,750.  On May 21, 2019, Mr. Novack received the interim appointment to the shared office of the President and he began receiving an additional monthly stipend of $6,500 for his interim role. On December 16, 2019, Mr. Novack was promoted to President and Chief Operating Officer and his base salary increased to $495,000, and the additional monthly stipend of $6,500 was discontinued.

(4) From January 1, 2019 to December 31, 2019, Mr. Novack’s target bonus was 50%. On January 1, 2020 Mr. Novack’s target bonus was increased to 55% to reflect his recent promotion to President and Chief Operating Officer.

Long-Term Equity Incentive Awards

 

In making annual long-term equity incentive awards to our NEOs in early 2019, the Compensation Committee considered each NEO’s total options outstanding as of December 31, 2018, his performance during 2018, the potential amount that could be realized at different hypothetical stock prices upon exercise 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 (the 10th, 25th, 50th, 60th, 75th and 90th percentiles of the data) with respect to an approximation of grant date fair value and shares as a percentage of total common shares outstanding.  Additionally, the Compensation Committee considered the mix of stock options and RSUs granted in 2018. 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 2019, the Compensation Committee (and the board of directors, with respect to Mr. Gray) determined to grant each NEO’s annual long-term incentive compensation with a blend of both time-based stock options and performance-based RSUs.  The Compensation Committee’s determination to grant stock options and RSUs to each NEO in 2019 was partially based upon the Compensation Committee’s grant of both time-and performance-based stock options in 2018 as part of each NEO’s annual long-term incentive compensation, as well one-time retention grants of stock options to our NEOs that were made in 2018.  As a result, the Compensation Committee determined that a blend of time-based stock options and performance-based RSUs was most appropriate.

 

In February 2019, the Compensation Committee approved annual grants for the NEOs at that time in the form of stock options and RSUs. 80% of each NEO’s 2019 annual grant was in the form of a time-based stock option, subject to each individual’s continuous service, one-third of the shares subject to each grant vested on February 1, 2020 and the remainder vests in equal monthly installments thereafter.

 

The remaining 20% of each NEO’s 2019 annual grant were performance-based RSUs that vest solely upon the Compensation Committee’s certification of achievement of equally weighted performance goals.  In August of 2019, following the Company’s strategic reorganization, the Compensation Committee revised the performance goals applicable to the NEOs for whom performance grants were made in February so that they were aligned with and measure performance under the new Company focus.  The goals were:

 

 

In February 2020, the Compensation Committee (and the Board, with respect to Mr. Spencer) affirmed the achievement of the performance goals at the 100% level and the vesting of these RSUs at such level. In assessing the performance goals, the Committee took into consideration the above goals and determined that each goal was met.

 

The table below describes the aggregate grant date fair value of these stock options and RSUs granted in fiscal year 2019.

 

Name		Grant Date Fair Value of February 2019 Time-Based Stock Option Awards				Grant Date Fair Value of February 2019 Performance-Based RSU Awards
Ryan Spencer		$	–	(1)		$	–
Eddie Gray		$	1,945,468			$	732,900	(2)
David F. Novack		$	1,701,362			$	272,220
Michael S. Ostrach		$	611,433			$	230,340
Robert Janssen, M.D.		$	722,602			$	272,220
Robert L. Coffman, Ph.D.		$	611,433			$	230,340	(2)

(1) Mr. Spencer was granted 50,000 time-based stock option awards in June 2019 upon his appointment as Co-President of the Company and was granted 400,000 time-based stock option awards in December 2019 upon his appointment as Chief Executive Officer. The grant date fair value of these options was $1,957,520.

(2) These performance based RSUs were subsequently cancelled.

At the time of the Compensation Committee’s grant of performance-based RSU awards in early 2019, Mr. Spencer was not an NEO of Dynavax and thus did not receive a performance-based RSU grant.

 

In February 2020, our Board (with respect to Mr. Spencer and upon the recommendation of the Compensation Committee) and the Compensation Committee (with respect to our other NEOs) approved annual long-term equity incentive awards to our NEOs.  Based on investor feedback received and as part of the Compensation Committee’s desire to further increase the link between compensation and performance, in 2020 the Committee increased the percentage of equity grants for NEOs that are directly linked to performance objectives from 20% to 25%.  In addition, also based on feedback received, it extended the measurement periods for the performance-based grants to be longer than one year, whereas in prior years the performance objectives were ones that could be completed in one year.  The increase in the percentage of annual stock grants for the NEOs that are linked to performance measures and setting performance measures that would require longer than one year to complete, further aligns NEO compensation with longer-term business success and stockholder returns. These awards consisted of 75% time-based stock option awards, and 25% performance-based RSU awards.  The time-based stock option grants vest over three years, with one-third of the shares subject to each portion vesting 12 months after the grant date, and the remainder vesting in equal monthly installments thereafter. The performance-based RSUs will vest, if at all, upon the Compensation Committee’s determination that certain performance goals are met.

 

2019 Annual Incentive – Structure, Goals and Payout Decision

 

Structure.  With their appointments to the positions of Chief Executive Officer and President and Chief Operating Officer in December of 2019, neither Mr. Spencer nor Mr. Novack will have individual goals separate from the Company’s corporate objectives in 2020. This aligns their incentive compensation with the completion of corporate goals that measure business performance and are intended to drive long term stockholder value.  In early 2019, Mr. Gray’s incentive compensation was based solely on our achievement of corporate goals, while Mssrs. Spencer and Novack’s total cash incentive payout for 2019, along with our other NEOs, was based on a weighting of 50% corporate and 50% individual goals. Our Chief Executive Officer typically recommends individual goals for each NEO, 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 respective functional or operational area.

 

	Corporate Goal	Weight		Corporate Achievement		Corporate Achievement Percentage
	HEPLISAV-B •         HEPLISAV-B net sales of $35M. •         Complete recruitment and interim analysis of study HBV25 •          Initiate HBV24. •          File EU MAA and complete a successful MAA GCP inspection. •         Complete successful FDA inspection of Dusseldorf. •         Sufficient supply to achieve sales plan. •          Evaluate opportunity and develop overall strategy for HEPLISAV-B ex-US.	60%		The Compensation Committee determined that we achieved the goals in this category at an overall percentage of 80%.  In determining this percentage, the Compensation Committee considered several factors, including: •          HEPLISAV-B net sales of $34.6 million. •          Successful completion of enrollment in HBV25 and publication of interim analysis. •          Initiation of HBV24. •          Filing of EU MAA and successful GCP inspection. •          Successful FDA inspection in Dusseldorf. •          Sufficient supply. •          Ex-US strategy development.		80%
	Vaccine Business •          Create a vaccine business strategy including a Pertussis vaccine development plan.	10%		The Compensation Committee determined that we achieved the goals in this category at an overall percentage of 90%.  In determining this percentage, the Compensation Committee considered several factors, including: •          Vaccine business strategy created, including Pertussis.		90%

	Immuno-Oncology •          Wind down all clinical I/O activity by October while ensuring completion of treatment regimens and minimize I/O spend by year end.	10%		The Compensation Committee determined that we achieved the goal in this category at an overall percentage of 90%.  In determining this percentage, the Compensation Committee considered several factors, including: •         Wind down substantially completed, except with respect to a small number of subjects still receiving pembrolizumab, as per protocol. •          Spend minimized.		90%
	Financial •          Develop Dynavax spending and financing plan to ensure sufficient capital to reach positive cash flow.	20%		Spending and financing plan developed. The Compensation Committee determined that we achieved the goals in this category at an overall percentage of 100%.		100%
	Total	100%				86%

	Name		Individual Goals		Individual Achievement		Individual Achievement Percentage
	Ryan Spencer		1.        Achieve 2019 Revenue Goal for HEPLISAV-B in the U.S. market, including securing contracts with retail pharmacies, developing a probability segmentation framework to support field engagement strategies, and developing and implementing a broadly available rebate programs to facilitate timely adoption. 2.        Advance the long-term value for HEPLISAV-B, including evaluating opportunities outside of the U.S., developing overall strategy, including executing pilot programs for diabetes vaccination within retail pharmacies, and setting policy objectives to support revenue growth. 3.        Execute financing transactions of at least $50M; develop financial plan to support path to profitability; increase ownership from-long fundamental based investors by positioning Dynavax as a transparent, knowledgeable, and capable organization through direct and open communications; and develop a succession plan for finance leadership which can be fully implemented by March of 2020.		Mr. Spencer partially achieved his 2019 Revenue Goal for HEPLISAV-B, met his goal for advancing long term value for HEPLISAV-B, and slightly exceeded his goal related to financial and investor relations.		90%

	David F. Novack		1.        Support HEPLISAV-B manufacturing by enhancing commercial supply & distribution to support sales and safety stock targets, process development and continuous improvement, regulatory filings, inspections, and GCP oversight, and quality systems and operational expenditures. 2.        Support the partnership with the Serum Institute pertaining to Tdap+CpG 1018, and create a vaccine business strategy including a pertussis development plan. 3.        Ensure continuity of clinical supply and stability for ongoing clinical studies of SD101 (melanoma + other indications) and DV281 (lung cancer).		Mr. Novack exceeded his HEPLISAV-B goal, slightly exceeded his TDAP & vaccine business goal, and met his immuno-oncology goal.		111%
	Michael S. Ostrach		1.        Execute an equity financing strategy, including budget control, managing the at-the-market financing facility and otherwise achieving a specified amount of financing, establishing and begin implementation of a financial management succession plan, integrate the sales team into the IT and Finance operations, manage the transition of Berkeley office space to Emeryville office space. 2.        Obtain U.S. patent protection on DV230 and the use of HEPLISAV-B for Chronic Liver Disease, allocate our patents between I/O and vaccines and discontinue protection for obsolete patents.		Mr. Ostrach met all of his personal goals in 2019 and obtained additional patents beyond those in his goals.		100%
	Robert Janssen, M.D.		1.        Advance HEPLISAV-B Clinical Studies and Regulatory Filings. 2.        Advance our HEPLISAV-B medical affairs plan by initiate one or more ISRs, label enabling ACTG ISR—FPI, initiate one or more web-based CME program, publishing the HHS letter highlighting need for hepatitis B prevention associated with the opioid crisis, and submitting manuscripts on HBV-18 and HBV-19. 3.        Advance our vaccine pipeline, including creating a vaccine business strategy, and a pertussis development plan. 4.        Wind down all clinical I/O activity and minimize all I/O spend.		Dr. Janssen met all of his 2019 personal goals.		100%
	Robert L. Coffman Ph.D.		1.        Complete pre-clinical studies of DV230-Ficoll and advance TLR 7 and 8 agonists to initiate IND-enabling studies. 2.        Evaluate in preclinical models new double or triple combinations reflecting scientific and business development priorities. 3.        Evaluate feasibility of antibody targeting of TLR 7/8 agonists to tumors. 4.        Support development of partnering opportunities for cancer and vaccine programs.		N/A (Dr. Coffman retired in 2019.)		N/A

Name and Principal Position		Year		Salary				Stock Awards (1)				Option Awards (2)				Non-Equity Incentive Compensation (3)				All Other Compensation (4)				Total
Ryan Spencer		2019		$	391,212	(5)		$	654,375			$	1,957,520			$	152,375			$	2,000			$	3,157,482
Chief Executive Officer and Director
Eddie Gray(6)		2019		$	375,795			$	732,900	(7)		$	4,391,449			$	—			$	3,727,518			$	9,227,662
Former Chief Executive Officer and Director		2018		$	621,000			$	—			$	3,790,500			$	335,340			$	2,000			$	4,748,840
David F. Novack		2019		$	465,886	(8)		$	272,220			$	1,701,362			$	229,382			$	2,000			$	2,670,850
President and Chief Operating Officer		2018		$	401,700			$	—			$	1,083,000			$	210,892			$	2,000			$	1,697,592
Michael S. Ostrach		2019		$	450,872			$	230,340			$	611,433			$	209,665			$	2,000			$	1,504,310
Senior Vice President, Chief Financial Officer, Chief Business Officer		2018		$	439,875			$	—			$	2,904,000			$	216,639			$	2,000			$	3,562,514
Robert Janssen, M.D.		2019		$	453,330			$	272,220			$	722,602			$	210,798			$	2,000			$	1,660,950
Senior Vice President and Chief Medical Officer		2018		$	438,000			$	—			$	1,083,000			$	216,810			$	2,000			$	1,739,810
Robert L. Coffman, Ph.D.		2019		$	455,849			$	230,340	(7)		$	621,407			$	—			$	522,791			$	1,830,387
Former Senior Vice President and Chief Scientific Officer		2018		$	483,134			$	—			$	2,904,000			$	239,151			$	2,000			$	3,628,285

						Option Awards																								Stock Awards
Name						Number of Securities Underlying Unexercised Options (#) Exercisable				Number of Securities Underlying Unexercised Options (#) Unexercisable				Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)				Option Exercise Price ($)				Vesting Commencement Date				Option Expiration Date				Number of Shares or Units that Have Not Vested (#)				Market Value of Stock that Have Not Vested ($)(1)			Equity Incentive Plan Awards: Number of Unearned Shares or Other Rights that Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Other Rights that Have Not Vested ($)
Ryan Spencer							1,500				—				—			$	14.80			2/25/2010				2/24/2020
							4,500				—				—			$	31.40			1/6/2011				1/5/2021
							4,500				—				—			$	36.80			2/1/2012				1/31/2022
							2,000				—				—			$	42.60			10/22/2012				10/21/2022
							5,250				—				—			$	30.60			2/6/2013				2/5/2023
							3,500				—				—			$	16.70			2/6/2014				2/5/2024
							9,500				—				—			$	16.00			2/9/2015				2/8/2025
							2,000				—				—			$	30.49			9/10/2015				9/9/2025
				(6)			—				—				—				—				—				—				1,562			$	8,935
				(3)			—				—				—				—				—				—				6,375			$	36,465
				(2)			34,222				21,778				—			$	16.45			2/1/2018				1/31/2025
				(2)			—				50,000				—			$	3.81			6/14/2019				6/13/2026
				(2)			—				400,000				—			$	6.80			12/16/2019				12/15/2026
				(7)			—				—				—				—				—				—				62,500			$	357,500
Eddie Gray							150,000				—				—			$	22.10			5/1/2013				8/1/2022
							75,001				—				—			$	17.40			1/31/2014				8/1/2022
							150,000				—				—			$	17.10			2/4/2014				8/1/2022
							225,000				—				—			$	16.00			2/9/2015				8/1/2022
							280,000				—				—			$	21.99			2/4/2016				8/1/2022
							280,000				—				—			$	16.45			2/1/2018				8/1/2022
							63,000				—				—			$	16.45				—			8/1/2022
							280,000				—				—			$	10.47			2/22/2019				8/1/2022
David F. Novack							30,000				—				—			$	21.40			3/25/2013				3/24/2023
							22,000				—				—			$	17.10			2/4/2014				2/3/2024
							75,000				—				—			$	16.00			2/9/2015				2/8/2025
							64,000				—				—			$	21.99			2/4/2016				2/3/2023
				(3)			—				—				—				—				—				—				8,500			$	48,620
				(2)			48,889				31,111				—			$	16.45			2/1/2018				1/31/2025
							18,000				—				—			$	16.45				—			1/31/2025
				(2)			—				104,000				—			$	10.47			2/22/2019				2/21/2026
				(2)			—				25,000				—			$	3.81			6/14/2019				6/13/2026
				(2)			—				200,000				—			$	6.80			12/16/2019				12/15/2026
				(5)			—				—				—				—				—				—				26,000			$	148,720
Michael S. Ostrach							2,673				—				—			$	15.80			2/19/2010				2/18/2020
							25,000				—				—			$	31.40			1/6/2011				1/5/2021
							18,000				—				—			$	34.80			1/31/2012				1/30/2022
							20,000				—				—			$	30.80			2/5/2013				2/4/2023
							27,000				—				—			$	17.10			2/4/2014				2/3/2024
							67,000				—				—			$	16.00			2/9/2015				2/8/2025
							29,000				—				—			$	28.45			8/27/2015				8/26/2025
							84,000				—				—			$	21.99			2/4/2016				2/3/2023
				(3)			—				—				—				—				—				—				8,500			$	48,620
				(2)			42,457				37,543				—			$	16.45			2/1/2018				1/31/2025
							18,000				—				—			$	16.45				—			1/31/2025
				(4)			—				150,000				—			$	18.40			3/21/2018				3/20/2025
				(2)			—				88,000				—			$	10.47			2/22/2019				2/21/2026
				(5)			—				—				—				—				—				—				22,000			$	125,840

Robert Janssen, M.D.							6,000				—				—			$	13.60			4/7/2010				4/6/2020
							2,250				—				—			$	31.40			1/6/2011				1/5/2021
							2,500				—				—			$	36.80			2/1/2012				1/31/2022
							15,000				—				—			$	41.40			10/31/2012				10/30/2022
							18,000				—				—			$	17.10			2/4/2014				2/3/2024
							56,000				—				—			$	16.00			2/9/2015				2/8/2025
							80,000				—				—			$	21.99			2/4/2016				2/3/2023
				(3)			—				—				—				—				—				—				8,500			$	48,620
				(2)			48,889				31,111				—			$	16.45			2/1/2018				1/31/2025
							18,000				—				—			$	16.45				—			1/31/2025
				(2)							104,000							$	17.45			2/22/2019				2/21/2026
				(5)			—				—				—				—				—				—				26,000			$	148,720
Robert L. Coffman, Ph.D.							10,000				—				—			$	15.80			2/19/2010				2/18/2020
							30,000				—				—			$	31.40			1/6/2011				12/2/2020
							18,000				—				—			$	34.80			1/31/2012				12/2/2020
							18,000				—				—			$	30.80			2/5/2013				12/2/2020
							75,000				—				—			$	16.00			2/9/2015				12/2/2020
							16,501				—				—			$	28.45			8/27/2015				12/2/2020
							84,000				—				—			$	21.99			2/4/2016				12/2/2020
							42,457				—				—			$	16.45			2/1/2018				12/2/2020
							18,000				—				—			$	16.45				—			12/2/2020

Name		Fees Earned or Paid in Cash(1)				Option Awards(2)(3)				Total
Andrew A. F. Hack, M.D., Ph.D.		$	22,500			$	33,465			$	55,965
Arnold L. Oronsky, Ph.D.		$	75,000			$	49,640			$	124,640
Daniel L. Kisner, M.D.		$	57,000			$	49,640			$	106,640
Dennis A. Carson, M.D.		$	40,000			$	49,640			$	89,640
Francis R. Cano, Ph.D.		$	52,000			$	49,640			$	101,640
Laura Brege		$	60,000			$	49,640			$	109,640
Natale Ricciardi		$	45,000			$	49,640			$	94,640
Peggy V. Phillips		$	65,000			$	49,640			$	114,640

Name

Audit

Compensation

Nominating

Andrew A. F. Hack, M.D., Ph.D. (1)

X

Arnold L. Oronsky, Ph.D.

X

Daniel L. Kisner, M.D.

X

X

*

Francis R. Cano, Ph.D.

X

X

Laura Brege(1)

X

*

Natale Ricciardi

X

Peggy V. Phillips

X

X

*

Total Members

4

3

3

Total Meetings

4

11

5

Name and Address of Beneficial Holder		Number of Shares (2)				Percent of Shares Beneficially Owned (3)
5% Stockholders
Federated Hermes, Inc. (4)			9,821,800				11.55	%
Federated Investors, Inc. (5)			9,326,450				10.97	%
Bain Capital Life Sciences Fund, L.P. (6)			7,525,000				8.85	%
BlackRock, Inc. (7)			6,181,895				7.27	%
NEOs and Directors(1)
Ryan Spencer (8)			109,506				*
Eddie Gray (9)			1,783,046				2.06	%
David F. Novack (10)			500,357				*
Michael S. Ostrach (11)			634,452				*
Robert Janssen, M.D. (12)			565,665				*
Robert L. Coffman, Ph.D. (13)			271,501				*
Arnold L. Oronsky, Ph.D. (14)			95,456				*
Laura Brege (15)			42,675				*
Francis R. Cano, Ph.D. (16)			69,717				*
Andrew A. F. Hack, M.D., Ph.D. (17)			7,525,000				8.85	%
Daniel L. Kisner, M.D. (18)			59,950				*
Peggy V. Phillips (19)			88,418				*
Natale Ricciardi (20)			42,750				*
All executive officers and directors as a group (13 persons) (21)			11,788,493				13.33	%

*	Less than one percent.

	By Order of the Board of Directors
	Steven N. Gersten Secretary
April          , 2020

	DYNAVAX TECHNOLOGIES CORPORATION
	By:
		Ryan Spencer, Chief Executive Officer