Exhibit 24.1
VACCINEX, INC.
POWER OF ATTORNEY
Each of the undersigned directors and officers of Vaccinex, Inc., a Delaware corporation (the “Registrant”), hereby constitutes and appoints Maurice Zauderer, Ph.D. and Scott E. Royer, CFA, MBA, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, from such person and in each person’s name, place and stead, in any and all capacities, to execute and file with the Securities and Exchange Commission under the Securities Act of 1933 (a) one or more registration statement(s) on Form S-3 relating to the offer and resale by certain selling stockholders of shares of common stock, par value $0.0001 per share, of the Registrant (“Common Stock”) in connection with that certain Registration Rights Agreement, dated July 10, 2020 and (b) one or more registration statement(s) on Form S-3 relating to the offer and resale by certain selling stockholders of shares of Common Stock underlying the Registrant’s 7% Original Issue Discount Senior Secured Convertible Debenture, and any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act of 1933, with full power and authority to do and perform any and all acts and things necessary, appropriate or desirable to be done in the premises, or in the name, place and stead of the undersigned, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and approving all that said attorneys-in-fact or any of them and any substitute therefor may lawfully do or cause to be done by virtue thereof.
This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it.
| Signature | Title | Date | ||
/s/ Maurice Zauderer, Ph.D. | President, Chief Executive Officer and Director | August 14, 2020 | ||
| Maurice Zauderer, Ph.D. | (Principal Executive Officer) | |||
/s/ Scott E. Royer | Chief Financial Officer | August 14, 2020 | ||
| Scott E. Royer, CFA, MBA | (Principal Financial and Accounting Officer) | |||
/s/ Albert D. Friedberg | Chairman of the Board | August 14, 2020 | ||
| Albert D. Friedberg | ||||
/s/ Chrystyna Bedrij Stecyk | Director | August 14, 2020 | ||
| Chrystyna Bedrij Stecyk | ||||
/s/ Jacob B. Frieberg | Director | August 14, 2020 | ||
| Jacob B. Frieberg | ||||
/s/ J. Jeffrey Goater | Director | August 14, 2020 | ||
| J. Jeffrey Goater | ||||
/s/ Bala S. Manian, Ph.D. | Director | August 14, 2020 | ||
| Bala S. Manian, Ph.D. | ||||
/s/ Gerald E. Van Strydonck | Director | August 14, 2020 | ||
| Gerald E. Van Strydonck | ||||
/s/ Barbara Yanni | Director | August 14, 2020 | ||
| Barbara Yanni | ||||
