UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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Moderna, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Notice of Annual Meeting of Stockholders

THURSDAY, APRIL 28, 2022
8:00 a.m., Eastern Time
www.virtualshareholdermeeting.com/MRNA2022
HOW TO VOTE Review your proxy statement and vote in one of three ways:
	Internet www.proxyvote.com
	Telephone 1-800-690-6903
	Mail Complete, sign, date, and return your proxy card or voting instruction form
YOUR VOTE IS IMPORTANT. Even if you plan to participate in the Annual Meeting, we urge you to submit your proxy in advance to ensure your shares are represented. This will not affect your right to participate in the meeting and to vote your shares at that time. For additional information on voting and participating in the meeting, please see “Information About the 2022 Annual Meeting of Stockholders” on page 68.

To the Stockholders of Moderna, Inc.:

You are cordially invited to the Annual Meeting of Stockholders of Moderna, Inc., which will be held on Thursday, April 28, 2022, beginning at 8:00 a.m., Eastern Time (the Annual Meeting), for the following purposes:

1.

To elect three Class I directors, each to serve for a three-year term expiring at the 2025 annual meeting of stockholders;

2.

To approve, on a non-binding, advisory basis, the compensation of our named executive officers;

3.

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022;

4.

To vote on a shareholder proposal requesting a report on the feasibility of transferring intellectual property; and

5.

To transact such other business as may be properly brought before the Annual Meeting or any adjournment or postponement thereof.

 

The Annual Meeting will be conducted virtually due to the COVID-19 pandemic and related public health concerns. You will be able to participate in the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/MRNA2022. You also will be able to vote your shares electronically during the Annual Meeting. For more information about our virtual Annual Meeting, please see “Information About the 2022 Annual Meeting of Stockholders” on page 68.

Our Board of Directors has fixed the close of business on March 1, 2022, as the Record Date for determining the stockholders that are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.

This proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2021, are first being mailed on or about March 10, 2022, to all stockholders entitled to vote at the Annual Meeting. These materials also are available at www.proxyvote.com, using the control number provided with your materials.

By order of the Board of Directors,

Stéphane Bancel

Chief Executive Officer and Director

Cambridge, Massachusetts

March 9, 2022

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Proxy Summary

This summary highlights certain information from this Proxy Statement, but does not contain all the information that you should consider. Please read the entire Proxy Statement before voting your shares. For more complete information regarding Moderna’s 2021 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2021.

When	Where	Record date
Thursday, April 28, 2022, at 8:00 a.m., Eastern time.	The meeting will be held virtually at www.virtualshareholdermeeting.com/MRNA2022	March 1, 2022

Meeting Agenda

The matters we will act upon at the Annual Meeting are:

Proposal		Board voting recommendation	Where to find more information
Elect three Class I directors, each for a three-year term		FOR all nominees	Page 6
Approve, on a non-binding, advisory basis, the compensation of our named executive officers		FOR	Page 31
Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022		FOR	Page 63
Shareholder Proposal - Report on Feasibility of Transferring Intellectual Property		AGAINST	Page 65

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Director Nominees

Name	Age	Independent	Principal occupation	Committees*				Other public boards	Director since
Class I directors nominated for re-election for a three-year term				Audit	Comp	Nom Gov	Prod
Noubar Afeyan, Ph.D. Chairman	59		Co-founder and Chairman, Moderna; CEO, Flagship Pioneering					2	2010 Chairman since 2012
Stéphane Bancel	49		Chief Executive Officer, Moderna					0	2011
François Nader, M.D.	65		Former President, CEO and Executive Director, NPS Pharmaceuticals					1	2019
Continuing directors
Stephen Berenson	61		Managing Partner, Flagship Pioneering					1	2017
Sandra Horning, M.D.	73		Co-founder and Advisor, EQRx					3	2020
Robert Langer, Sc.D.	73		Academic Co-Founder, Moderna; David H. Koch Institute Professor, MIT					4	2010
Elizabeth Nabel, M.D.	70		EVP for Strategy, ModeX Therapeutics and Former President, Brigham Health					3	2015
Paul Sagan	63		Senior Advisor and Executive- in-Residence, General Catalyst					2	2018
Elizabeth Tallett	72		Former Principal, Hunter Partners					2	2020

Chairman

Member

*

Comp = Compensation and Talent; Nom Gov = Nominating and Corporate Governance; Prod = Product Development

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2021 Performance

Our Mission

To deliver on the promise of mRNA science to create a new generation of transformative medicines for patients.

About Moderna

Since our founding in 2010, we have transformed from a research-stage company advancing programs in the field of mRNA to a commercial enterprise with a diverse clinical portfolio of vaccines and therapeutics across seven modalities, a broad intellectual property portfolio in areas including mRNA and lipid nanoparticle (LNP) formulation, and an integrated manufacturing plant that allows for rapid clinical and commercial production at scale. Moderna has established relationships with a broad range of domestic and overseas government and commercial collaborators, which has allowed for the pursuit of both groundbreaking science and rapid scaling of our manufacturing capabilities. Most recently, Moderna’s capabilities have come together to allow the authorization and approval of one of the earliest and most-effective vaccines against the COVID-19 pandemic.

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Board Highlights

Compensation Highlights

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Proposal No. 1 Election of Directors 

Our Board of Directors currently has nine members, who are divided into three equal classes with staggered three-year terms. At the Annual Meeting, three Class I directors will be elected for a three-year term. Each of these nominees is a Class I director whose current term is expiring. Each director will continue in office until the election and qualification of a successor or until such director’s earlier death, resignation, or removal. 

Nominees 

Our Nominating and Corporate Governance Committee has recommended, and our Board of Directors has approved, Noubar Afeyan, Ph.D., Stéphane Bancel and François Nader, M.D. as nominees for election as Class I directors at the Annual Meeting.

Dr. Afeyan has served on Moderna’s Board since 2010, Mr. Bancel has served on the Board since 2011, and Dr. Nader has served on the Board since 2019.

If you are a stockholder of record and you sign your proxy card or vote over the Internet or by telephone but do not give instructions with respect to the voting of directors, your shares will be voted FOR the election of Dr. Afeyan, Mr. Bancel and Dr. Nader. We expect that the nominees will serve if elected. However, if a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, proxies will be voted for any nominee who is designated by our Board of Directors to fill the resulting vacancy. If you own your Moderna stock through a broker, bank, or other nominee and you do not give voting instructions, then your shares will not be voted on this matter. For more information, please see “Information About the 2022 Annual Meeting of Stockholders—What if I do not specify how my shares are to be voted?” on page 70.

Vote Required 

The election of the Class I directors requires a plurality of the votes properly cast to be approved. 

The Board of Directors recommends a vote “FOR” the election of each of the three nominees as a Class I director to serve for a three-year term.

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Information About Moderna’s Directors

Nominees

Age: 59   Director since: 2010   Chairman since: 2012   Independent   Committees: • Nominating and Corporate Governance (chair) • Product Development   2021 Attendance:    100%		Noubar Afeyan, Ph.D.
		Qualifications
		Dr. Afeyan is qualified to serve on our Board of Directors because of his significant experience co-founding, leading, and investing in numerous biotechnology companies, and his long history with Moderna.
		Other Public Boards	Education
		• Rubius Therapeutics, Inc. (since 2013) • Omega Therapeutics, Inc. (since 2016) • Seres Therapeutics, Inc. (2012-2020) • Evelo Biosciences, Inc. (2014-2019) • Kaleido Biosciences, Inc. (2015-2019)	• B.S. in chemical engineering from McGill University • Ph.D. in biochemical engineering from the Massachusetts Institute of Technology
		Dr. Afeyan founded Flagship Pioneering and serves as its Senior Managing Partner and Chief Executive Officer. He currently serves on the boards of numerous privately held companies. Dr. Afeyan was previously a visiting lecturer of business administration at Harvard Business School and was previously a senior lecturer at MIT’s Sloan School of Management, where he taught courses on technology-entrepreneurship, innovation, and leadership.

Age: 49   Director since: 2011   Committees: None   2021 Attendance:    100%		Stéphane Bancel
		Qualifications
		Mr. Bancel is qualified to serve on our Board of Directors because of his extensive leadership experience in the healthcare industry, experience as a director of public and private companies, and in-depth knowledge of Moderna’s operations from his decade as CEO.
		Other Public Boards	Education
		• Qiagen N.V. (2013-2021) • Syros Pharmaceuticals, Inc. (2013-2017)	• Master of Engineering degree from École Centrale Paris • Master of Science in chemical engineering from the University of Minnesota • M.B.A. from Harvard Business School
		Mr. Bancel has served as our Chief Executive Officer since October 2011. Before joining Moderna, Mr. Bancel served for five years as Chief Executive Officer of the French diagnostics company bioMérieux SA. From July 2000 to March 2006, he served in various roles at Eli Lilly and Company, including as Managing Director, Belgium, and as Executive Director, Global Manufacturing Strategy and Supply Chain. Prior to Eli Lilly, Mr. Bancel served as Asia-Pacific Sales and Marketing Director for bioMérieux. He is currently a Venture Partner at Flagship Pioneering.

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Age: 65   Director since: 2019   Independent   Committees: • Compensation and Talent • Product Development   2021 Attendance:    100%		François Nader, M.D.
		Qualifications
		Dr. Nader is qualified to serve on our Board of Directors because of his extensive experience in integrated healthcare markets, medical and regulatory affairs and governance expertise from his service on numerous boards of directors.
		Other Public Boards	Education
		• Talaris Therapeutics, Inc. (since 2021), Chair • Acceleron Pharma Inc. (2014-2021), Chair 2015-2021 • Alexion Pharmaceuticals, Inc. (2017-2021) • Prevail Therapeutics Inc. (2018-2021) • Clementia Pharmaceuticals Inc. (2014-2019) • Advanced Accelerator Applications S.A. (2016-2018) • Baxalta Inc. (2015-2016) • Trevena Inc. (2014-2015) • NPS Pharmaceuticals (2008-2015)	• French doctorate in medicine from St. Joseph University in Lebanon • Physician Executive M.B.A. from the University of Tennessee
		Dr. Nader served as President, Chief Executive Officer and Executive Director of NPS Pharmaceuticals from 2008 until 2015, when the company was acquired. During his tenure as CEO, Dr. Nader transformed NPS Pharma into a leading global biotechnology company focused on delivering innovative therapies to patients with rare diseases. Prior to NPS, Dr. Nader was a venture partner at Care Capital. He previously served on Aventis Pharma’s North America Leadership Team, holding a number of executive positions in integrated healthcare markets and medical and regulatory affairs. Dr. Nader previously led global commercial operations at the Pasteur Vaccines division of Rhone-Poulenc. He is chairman of the board at Talaris Therapeutics, Inc. and senior advisor for Blackstone Lifesciences. Dr. Nader is the former Chairman of BioNJ, New Jersey’s biotechnology trade organization, and previously served on the board of the Biotechnology Industry Organization.

Continuing Directors

Age: 61   Director since: 2017   Term expires: 2023   Independent   Committees: • Compensation and Talent (chair) • Audit   2021 Attendance:    100%		Stephen Berenson
		Qualifications
		Mr. Berenson is qualified to serve on our Board of Directors because of his financial experience and deep understanding of capital raising, mergers & acquisitions, public company board governance, shareholder engagement, regulation and risk management, obtained through a long career in investment banking and through his work at Flagship Pioneering guiding the growth and development of biotech companies.
		Other Public Boards	Education
		• Seres Therapeutics, Inc. (since 2019), Chair since 2019	• S.B. in mathematics from the Massachusetts Institute of Technology
		Mr. Berenson is a Managing Partner at Flagship Pioneering. Prior to that, Mr. Berenson spent 33 years as an investment banker at J.P. Morgan. During his last twelve years at J.P. Morgan, Mr. Berenson was Vice Chairman of Investment Banking and focused on providing high-touch strategic advice and complex transaction execution to leading companies across all industries globally. He was co-founder of J.P. Morgan’s Global Strategic Advisory Council and co-founder of the firm’s Board Initiative. He serves on the Board of Directors of Repertoire Immune Medicines, Inc. and as Chair of the Board of Directors of Cellarity, both of which are privately held.

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Age: 73   Director since: 2020   Term expires: 2023   Independent   Committees: • Product Development (chair)   2021 Attendance:    100%		Sandra Horning, M.D.
		Qualifications
		Dr. Horning is qualified to serve on our Board of Directors because of her medical knowledge, significant experience in the field of oncology and her product development leadership experience across multiple therapeutic areas.
		Other Public Boards	Education
		• Gilead Sciences, Inc. (since 2020) • Olema Pharmaceuticals, Inc. (since 2020) • EQRX, Inc. (since 2021)	• M.D. from the University of Iowa School of Medicine • Completed internal medicine training at the University of Rochester • Post-graduate fellowship in Oncology and Cancer Biology at Stanford University
		Dr. Horning was the Chief Medical Officer and Global Head of Product Development of Roche, Inc., from 2014 until her retirement in 2019, and, previous to that, served as Global Head of Oncology Clinical Science at Roche from 2009 to 2013. Prior to Roche, Dr. Horning spent 25 years as a practicing oncologist, investigator and tenured Professor of Medicine at Stanford University School of Medicine, where she remains a Professor of Medicine Emerita. From 2005 to 2006, she served as President of the American Society of Clinical Oncology. From 2015 to 2018, Dr. Horning served on the Foundation Medicine Board of Directors.

Age: 73   Director since: 2010   Term expires: 2024   Independent   Committees: Nominating and Corporate Governance   2021 attendance:    92%		Robert Langer, Sc.D.
		Qualifications
		Dr. Langer is qualified to serve on our Board of Directors because of his pioneering academic work, extensive medical and scientific knowledge and experience, and service on other public company boards of directors.
		Other Public Boards	Education
		• Frequency Therapeutics (since 2016) • Seer, Inc. (since 2020) • Puretech Health plc (since 2015) • Abpro Korea (since 2020) • Rubius Therapeutics, Inc. (2015-2019) • Kala Pharmaceuticals, Inc. (2009-2018)	• B.S. in chemical engineering from Cornell University • Sc.D. in chemical engineering from the Massachusetts Institute of Technology
		Dr. Langer has been an Institute Professor at the Massachusetts Institute of Technology since 2005, and prior to that was a Professor at MIT since 1977. Dr. Langer served as a member of the Science Board to the U.S. Food and Drug Administration from 1995 to 2002, including as chairman for three years.

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Age: 70   Director since: 2015   Term expires: 2024   Independent   Committees: • Nominating and Corporate Governance • Product Development   2021 attendance:    100%		Elizabeth Nabel, M.D.
		Qualifications
		Dr. Nabel is qualified to serve on our Board of Directors because of her extensive experience in the health care field, including senior positions with hospital administration, research universities and governmental organizations.
		Other Public Boards	Education
		• Medtronic plc (since 2014) • Lyell Immunopharma, Inc. (since 2021) • Accolade, Inc. (since 2021)	• B.A. from St. Olaf College • M.D. from Cornell University Medical College • Postgraduate training in internal medicine and cardiovascular diseases at Brigham and Women’s Hospital and Harvard University
		Dr. Nabel was a member of our Board of Directors from December 2015 to July 2020, and was reappointed to the Board in March 2021. Since March 2021, Dr. Nabel has served as Executive Vice President for Strategy at ModeX Therapeutics, a new biotechnology company focused on immunotherapies for cancer and viral diseases. Through February 2021, Dr. Nabel served as the President of Harvard University-affiliated Brigham Health, which includes Brigham and Women’s Hospital, Brigham and Women’s Faulkner Hospital, and the Brigham and Women’s Physician Organization, a position she held from 2010. Dr. Nabel was also a Professor of Medicine at Harvard Medical School from 2010 to 2021. Prior to joining Brigham Health, Dr. Nabel held a variety of roles, including Director, at the National Heart, Lung and Blood Institute at the National Institutes of Health, a federal agency funding research, training and education programs to promote the prevention and treatment of heart, lung and blood diseases, from 1999 to 2009. She is an elected member of the National Academy of Medicine of the National Academy of Sciences.

Age: 63   Director since: 2018   Term expires: 2023   Independent   Committees: • Audit • Compensation and Talent • Nominating and Corporate Governance   2021 Attendance:    100%		Paul Sagan
		Qualifications
		Mr. Sagan is qualified to serve on our Board of Directors because of his extensive expertise and leadership experience in the technology and venture capital fields and as a public company executive and director.
		Other Public Boards	Education
		• VMware, Inc. (since 2014) • Catalyst Partners Acquisition Corp. (since 2021) • Akamai Technologies, Inc. (2005-2019) • EMC Corp. (2007-2016) • iRobot, Inc. (2010-2015) • Dow Jones & Co. (2007) • Digitas, Inc. (2006-2007)	• B.S. from the Medill School of Journalism at Northwestern University
		Mr. Sagan is a senior advisor and Executive in Residence at General Catalyst, a venture capital firm, since August 2020 and previously from January 2014 until January 2018, and he served the firm as a Managing Director from January 2018 until August 2020. From April 2005 to January 2013, Mr. Sagan served as Chief Executive Officer at Akamai Technologies, Inc. and was President from May 1999 to September 2010 and from October 2011 to January 2013.

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Age: 72   Director since: 2020   Term expires: 2024   Independent   Committees: • Audit (chair) • Compensation and Talent   2021 Attendance:    95%		Elizabeth Tallett
		Qualifications
		Ms. Tallett is qualified to serve on our Board of Directors because of her extensive professional experience with growing healthcare companies, which has given her an in-depth understanding of the opportunities and challenges facing commercial-stage pharmaceutical companies. Ms. Tallett also has extensive experience as a public company director.
		Other Public Boards	Education
		• Anthem Inc. (since 2013), Chair since 2018 • Qiagen, Inc. (since 2011) • Principal Financial Group (2001-2021), Lead Director for 12 years • Meredith Corp., Inc. (2008-2021), Lead Independent Director for 2 years • Coventry Health Care, Inc. (2004-2013), Lead Director for 10 years • Varian, Inc. (1996-2010) • IntegraMed America Inc. (1998-2008)	• Nottingham University with a dual first class honours degree in mathematics and economics
		Ms. Tallett has spent more than 35 years in strategic leadership and operational roles in worldwide biopharmaceutical and consumer products industries, including as principal of Hunter Partners, President and CEO of Transcell Technologies Inc., President of Centocor Pharmaceuticals, and member of the Parke-Davis Executive Committee. Ms. Tallett was a founding member of the Biotechnology Council of New Jersey and chairs the board of trustees at Solebury School in Pennsylvania. She was named a Financial Times Outstanding Director of the year in 2015 and recognized as one of the National Association of Corporate Directors (NACD) Directorship 100 honorees in 2019.

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Governance

Composition of our Board of Directors 

Our Board currently consists of nine members, but the Board has the authority to increase or decrease that size depending on an assessment of its needs and other relevant circumstances at any given time. 

Our Nominating and Corporate Governance Committee and our Board of Directors consider a broad range of factors when selecting nominees. We strive to identify candidates who will further the interests of our stockholders. Among other things, we expect that all of our directors will have the following experience and traits:

In addition, every nominee must have sufficient time and availability to devote to Moderna’s affairs, a reputation for high ethical and moral standards, an understanding of the fiduciary responsibilities assumed by public company directors, and the time and energy necessary to diligently carry out those responsibilities, and role model our values and demonstrate a willingness to embrace the Moderna Mindsets, further described in “Human Capital Management” on page 27.

In building our Board, we also believe that the following skills and experiences, while not exhaustive, are helpful in ensuring that our directors collectively possess the skills and backgrounds necessary for us to execute on our strategic plans and to exercise the Board’s oversight responsibilities on behalf of our stockholders. Skills and experiences shown below are generally reflective of the individual having worked in the area, rather than experience obtained as a director in the relevant field.

Our directors hold office until their successors have been elected and qualified or until their earlier death, resignation, or removal. Directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds of the votes that all our stockholders would be entitled to cast in an annual election of directors. Any vacancy on our Board of Directors, including a vacancy resulting from an enlargement of the Board, may be filled only by vote of a majority of the directors then in office. 

Board Diversity

The following Board Diversity Matrix presents our Board diversity statistics in accordance with Nasdaq Rule 5606, as self-disclosed by our directors. While the Board satisfies the minimum objectives of Nasdaq Rule 5605(f)(3) by having at least one director who identifies as female and at least one director who identifies as a member of an Underrepresented Minority (as defined by Nasdaq Rules), we note that one of our directors also as Middle Eastern. As we pursue future Board recruitment efforts, our Nominating and Corporate

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Governance Committee will continue to seek out candidates who can contribute to the diversity of views and perspectives of the Board in accordance with the committee’s Policies and Procedures for Director Candidates. This includes seeking out individuals of diverse ethnicities, a balance in terms of gender, and individuals with diverse perspectives informed by other personal and professional experiences.

Staggered Board 

Our Board of Directors is divided into three classes with staggered terms. At each annual meeting of stockholders, one class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The division of our Board of Directors into three classes with staggered terms may delay or prevent stockholder efforts to effect a change of our management or a change in control.

Board Highlights for 2021

During 2021, the Moderna Board continued to focus on overseeing the launch of the Company’s COVID-19 vaccine, also referred to as Spikevax^® or mRNA-1273, as well as oversight for the Company’s long range plan and strategy.

COVID-19

Scaling Manufacturing.  Much of the Board’s focus in 2021 was aimed at ensuring that Moderna was able to produce and ship as much of its COVID-19 vaccine as possible to combat the pandemic.  In response to an increase in anticipated demand for mRNA-based vaccines early in 2021, the Board oversaw and approved an expansion of Moderna’s manufacturing capacity, both internally and with contract manufacturing organizations, to help meet this increased demand.  These investments will continue to increase production capacity into 2022, and were a key pillar in Moderna’s ability to manufacture and ship 807 million doses of its COVID-19 vaccine in 2021.

Clinical Development and Approvals.  The Board and its Product Development Committee have also played a significant role in overseeing the conduct of clinical trials and engagement with regulators to secure authorizations and approvals for the COVID-19 vaccine globally.  Moderna’s COVID-19 vaccine is authorized or approved in more than 70 countries.  In January 2022, Moderna received its first Biologics License Application (BLA) from the U.S. Food and Drug Administration, for administration of its COVID-19 vaccine in adults.  The Board and Product Development Committee continue to oversee ongoing adolescent and pediatric trials to expand protection to these populations.  In addition, the Board has remained engaged in Moderna’s approach to boosters and helping ensure that regulators have the information necessary to make data-based decisions on how to approach boosters for COVID-19.

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Adapting to Variants. In response to the emergence of variants of concern of the SARS-CoV-2 virus, we announced early in 2021 that we would continue to monitor and adapt to these variants as needed. The Board and Product Development Committee have remained engaged in overseeing our approach, particularly as we developed vaccines tailored to the Beta, Delta and Omicron variants, and the conduct of clinical trials for these variant-specific vaccines, including multivalent vaccines aimed at multiple strains.

Access Initiatives.  The Moderna Board remains committed to ensuring that our COVID-19 vaccine protects as many people as possible to combat the pandemic. In addition to overseeing the manufacturing scale up mentioned above, the Board has overseen other key aspects of our access initiatives, including our commitment to waiving certain intellectual property protections in low- and middle-income countries, and our commitment to being able to provide COVAX with up to 650 million doses across 2021 and 2022 at our lowest price. During 2021, approximately 25% of the doses we delivered went to low- and middle-income countries, either through direct sales or facilitated donations. The Board has also been engaged in our commitment to construct an mRNA manufacturing facility in Africa to help ensure local access to medicines in future pandemics, as well as similar initiatives to partner with governments—such as those announced with Canada and Australia—to establish local manufacturing capabilities. 

Beyond COVID-19

Older-Adult Pan Respiratory Vaccine. The Board has also overseen our investments in programs to enable the development of a pan-respiratory vaccine that would potentially combine a COVID-19 booster, seasonal flu vaccine, and a vaccine against respiratory syncytial virus (RSV), which is a significant unmet need.  Each of these vaccines is being advanced in parallel. We announced plans to develop a seasonal flu vaccine early in 2021, and provided our first data read-out from a Phase 1 trial in December.  A Phase 3 trial for RSV in older adults was also launched toward the end of 2021.

Further Pipeline Development. The Board and its committees continue to engage on overseeing our strategy to advance our pipeline beyond vaccines against COVID-19 and other respiratory diseases, including investments in these programs and the talent to advance them. This includes our approach to deploying capital internally, such as on the development of our CMV vaccine, which advanced to a Phase 3 trial in 2021.  It also includes oversight of collaborations with external partners, such as the collaboration with Metagenomi to explore gene editing capabilities and with Carisma to expand our approach to fighting cancers.

Executive Hires. Our Board and its Compensation and Talent Committee were deeply engaged in building out our bench of executive talent during 2021. This included oversight for the recruitment of our new Chief Legal Officer, Shannon Klinger, our new Chief Medical Officer, Paul Burton, and our new Chief Brand Officer, Kate Cronin.

ESG Initiatives.  The Board recognizes that as Moderna grows, we have the opportunity to lay the foundation for building the best possible version of Moderna.  From an environmental standpoint, this means minimizing our carbon footprint and waste, and building facilities that will help us reach our goal of reaching net-zero carbon emissions globally by 2030.  We have the opportunity to build a diverse and inclusive workforce that is instilled with a sense of belonging and our commitment to creating a new generation of transformative medicines for patients.  We also have the opportunity to give back to our communities. The Board approved the establishment of the Moderna Charitable Foundation with an initial endowment of $50 million, and the Foundation is expected to begin operations in 2022.

Director Independence

Our Corporate Governance Guidelines provide that at least a majority of the members of the Board must meet the independence standards prescribed by rules of The Nasdaq Stock Market. Our Board of Directors has determined that all current directors except Mr. Bancel, our Chief Executive Officer, are independent, as defined by the Securities and Exchange Commission (SEC) and Nasdaq rules.

In making this determination, the Board considered the relationships that each non-employee director has with Moderna and other relevant facts and circumstances. In particular, our Board considered the association of our directors with entities that hold more than 5% of our common stock. There are no family relationships among any of our directors or executive officers.

In assessing the independence of Dr. Nader, our Board considered the fact that Dr. Nader’s son-in-law is employed by a company within a consortium that provides certain clinical trial advertising recruitment services to Moderna. Dr. Nader’s son-in-law is not an executive officer or significant shareholder of the company providing these services to the services provided to Moderna, and his compensation is not related to Moderna matters. The Board concluded that this relationship does not negatively impact Dr. Nader’s independence.

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Directors must notify the Chair of the Nominating and Corporate Governance Committee in connection with any significant change in employment status so we can fully assess the potential for conflicts or other factors that may compromise the director’s independence. At least annually, the Board will evaluate all relationships between Moderna and each director in light of relevant facts and circumstances for the purpose of determining whether a material relationship exists that might signal a potential conflict of interest or otherwise interfere with such director’s ability to satisfy his or her responsibilities as an independent director.

Board Leadership Structure 

Currently, the role of Chairman of the Board is separated from the role of Chief Executive Officer. Our Chief Executive Officer is responsible for recommending strategic decisions and capital allocation to the Board and for ensuring the execution of the recommended plans. The Chairman is responsible for leading the Board of Directors in its fundamental role of providing advice to and independent oversight of management. While our bylaws and Corporate Governance Guidelines do not require that our Chairman and Chief Executive Officer positions be separate, our Board of Directors believes that having separate positions is appropriate for us at this time and demonstrates our commitment to good corporate governance.

Board’s Role in Risk Oversight

Management is responsible for the day-to-day management of Moderna’s risks, while our Board of Directors, as a whole and through its committees, is responsible for overseeing risk management. In its risk oversight role, our Board of Directors must satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as intended.

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Limits on Board Service

Carrying out the duties and fulfilling the responsibilities of a director requires a significant commitment of time and attention. The Board recognizes that excessive time commitments can interfere with an individual’s ability to carry out and fulfill his or her duties effectively. In connection with its assessment of director candidates for nomination, the Board will assess whether the performance of any director has been or is likely to be adversely affected by excessive time commitments, including service on other boards.

Consistent with this belief, the Board amended its Corporate Governance Guidelines in 2020 to adopt limits on the number of other boards on which directors may serve. Under the revised Guidelines, directors who also serve as executives of public companies should not serve on more than one board of a public company in addition to the Moderna board, and other directors should not serve on more than three other boards of public companies in addition to the Moderna board, absent special circumstances, such as a period of transition.

Application to Dr. Langer. In applying these limits to Dr. Langer, the Nominating and Corporate Governance Committee considered the fact that Dr. Langer served on four other public boards prior to the adoption of the overboarding limits mentioned above. Dr. Langer has also indicated he will not take on any new public board commitments that would cause him to exceed the overboarding limits to the extent he comes off any other boards. In allowing for a transition period for Dr. Langer, the Committee took into account that he continues to make significant contributions to Moderna both inside and outside Board and committee meetings, and he provides valuable insight as one of the Company’s largest stockholders and founding directors.

Directors must notify the Chair of the Nominating and Corporate Governance Committee in connection with accepting a seat on the board of directors of another business so we can fully assess the potential for conflicts or other factors that may compromise the director’s ability to carry out his or her duties.

Age and Term Limits

The Board does not believe that arbitrary limits on the number of consecutive terms a director may serve or on the directors’ ages are appropriate in light of the substantial benefits resulting from a sustained focus on Moderna’s business, strategy, and industry over a significant period of time.

Governance Documents

We have adopted a Code of Business Conduct and Ethics that applies to our Board of Directors and all of our officers and employees. In addition, we have adopted Corporate Governance Guidelines that formalize certain fundamental board policies and practices. Both of these documents are available on the “Investors—Governance—Governance Documents” section of our website, https://investors.modernatx.com.

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Board Committees 

As described below, our Board of Directors has established four committees: Audit, Compensation and Talent, Nominating and Corporate Governance, and Product Development. The Board of Directors may establish other committees from time to time. All members of all four Board committees are independent directors.

The charter for each of the committees is available on the “Investors—Governance—Governance Documents” section of our website, https://investors.modernatx.com.

Audit Committee	The Audit Committee’s responsibilities include: • appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;  • pre-approving audit, audit-related and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;  • reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements;  • reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures, as well as the critical accounting policies and practices we use;  • coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;  • establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;  • overseeing the Company’s internal audit function, including internal audit plans, budgeting and staffing and reviewing any findings resulting from audits; • recommending, based upon review and discussions with management and our independent registered public accounting firm, whether our audited financial statements should be included in our Annual Report on Form 10-K;  • monitoring the integrity of our financial statements and compliance with legal and regulatory requirements as they relate to our financial statements and accounting;  • preparing the Audit Committee Report required by SEC rules to be included in our annual proxy statement;  • reviewing all related person transactions for potential conflicts of interest and approving all appropriate transactions; and  • reviewing quarterly earnings releases.
Members: • Ms. Tallett (Chair) • Mr. Berenson • Mr. Sagan
Meetings in 2021: 8 Independence: Our Board of Directors has determined that each member of the Audit Committee meets the heightened independence requirements for audit committee members prescribed by the SEC and Nasdaq, and that each has sufficient knowledge in financial and auditing matters to serve on the Audit Committee. Financial experts: Our Board of Directors has determined that each of Ms. Tallett, Mr. Berenson and Mr. Sagan is an “audit committee financial expert,” as defined in the applicable SEC rules.
Representative, recent discussion topics • Financial reporting and significant accounting items, including as a result of our increased commercial operations • Compliance and enterprise risk management as we have evolved into a global organization across multiple offices • Implementation of the internal audit function • Cybersecurity and enhancing protection in light of a heightened threat environment • Capital allocation strategy, including approach to investments, tax planning, and launch of our share repurchase program

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Compensation and Talent Committee	The Compensation and Talent Committee’s responsibilities include: • reviewing and establishing our overall management compensation, philosophy, and policy;  • annually reviewing and recommending to the Board of Directors the corporate goals and objectives relevant to the compensation of our Chief Executive Officer;  • evaluating the performance of our Chief Executive Officer in light of such corporate goals and objectives and, based on such evaluation, recommending to the Board of Directors for approval the primary elements of the CEO’s Compensation;  • approving the cash and equity compensation of our other executive officers;  • overseeing and administering our compensation and similar plans;  • reviewing the Company’s approach to talent management, including recruitment, retention, succession planning, and belonging, diversity and inclusion initiatives; • reviewing and approving the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation matters, evaluating and assessing the independence of potential and current compensation advisors, and approving the compensation of any compensation advisors;  • reviewing and approving our policies and procedures for the grant of equity-based awards;  • reviewing and recommending to the Board of Directors the compensation of our directors; and  • preparing the Compensation Committee Report required by SEC rules to be included in our annual proxy statement.
Members: • Mr. Berenson (Chair) • Dr. Nader • Mr. Sagan (through March 2022) • Ms. Tallett
Meetings in 2021: 5 Independence: Our Board of Directors has determined that each member of the Compensation and Talent Committee meets the heightened independence requirements for compensation committee members prescribed by Nasdaq.
Representative, recent discussion topics • Recruitment and talent strategy for new executive hires, including new Chief Legal Officer, Chief Medical Officer and Chief Brand Officer and other key talent • Growth and talent strategy, including retention, compensation, training, wellness and diversity initiatives • Alignment of performance goals and compensation practices to strategy, including design of annual bonus program and performance-based restricted stock units (PSUs) • Evolution of peer group and impact on compensation practices

Nominating and Corporate Governance Committee	The Nominating and Corporate Governance Committee’s responsibilities include: • developing and recommending to the Board of Directors the criteria for Board and committee membership;  • establishing procedures for identifying and evaluating Board of Director candidates, including nominees recommended by stockholders;  • reviewing the composition of the Board of Directors to ensure its members have the appropriate skills and expertise to oversee Moderna;  • recommending to the Board of Directors the persons to be nominated for election as directors and to each of the Board’s committees;  • reviewing and recommending to the Board of Directors the appropriate corporate governance guidelines;  • overseeing the evaluation of our Board of Directors; and  • reviewing ESG matters pertaining to the Company, including ESG policies and initiatives, including climate-related risks and opportunities.
Members: • Dr. Afeyan (Chair) • Dr. Langer • Dr. Nabel • Mr. Sagan
Meetings in 2021: 4
Representative, recent discussion topics • Reevaluation of ideal attributes and skill sets desired of new Board members for future recruitment, including maintaining a focus on increasing diversity • Expansion and evolution of ESG efforts, including approach to reporting and governance practices • Establishment of the Moderna Charitable Foundation, including scoping its initial endowment and evaluating best practices for grant-making • Focus on communities where we operate, as well as meeting our obligations as a global citizen • Promotion of shareholder engagement and ensuring thorough consideration of shareholder input and proposals

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Product Development Committee	The Product Development Committee’s responsibilities include: • assessing our product development strategy;  • reviewing product development plans for our pipeline; • evaluating management recommendations related to the further preclinical and clinical development of our programs, including the conduct of pivotal trials; • reviewing R&D- and pipeline-related goals in performance-based compensation plans; • providing guidance and assisting in assessments of scientific talent; and • advising the Board on scientific and R&D aspects of licensing, strategic partnerships and acquisition or divestiture transactions.
Members: • Dr. Horning (Chair) • Dr. Afeyan • Dr. Nabel • Dr. Nader
Meetings in 2021: 4
Representative, recent discussion topics: • Clinical developments related to our COVID-19 vaccine, including ongoing developments related to boosters and variant-specific vaccine candidates (including against Omicron) • Review of approach to pivotal trials for CMV and RSV, and development of seasonal flu candidates • Clinical trial plans for the Company’s pipeline products • R&D- and pipeline-related goals included in 2022 performance-based compensation plans • Review and adoption of the new charter for the Committee

Board and Committee Meetings 

Each director is expected to make reasonable efforts to attend all Board and applicable committee meetings. Attendance is taken into account by the Nominating and Corporate Governance Committee and the Board when they assess directors for re-nomination to the Board. Each director is also expected to attend our annual stockholder meetings, and all of our directors attended the 2021 Annual Meeting of Stockholders.

The full Board of Directors met eight times in formal meetings during 2021, in addition to holding frequent calls and informal sessions. Each director attended (virtually or in person) at least 92% of the aggregate meetings of the Board (held while such person was a director) and meetings held by all committees of the Board on which such person served.

The non-management directors meet at regularly scheduled executive sessions without management participation, and executive sessions with only independent directors are held regularly. The Chair of the Board is an independent director and presides at all meetings. If the Chair of the Board is not independent, then the director who presides at these meetings will be chosen by the non-management directors.

Board Self-Evaluation

Pursuant to our Corporate Governance Guidelines, our Board has committed to conduct a self-evaluation at least annually to assess whether the Board and its committees are functioning effectively. Our Board committees conduct self-evaluations periodically to assess whether they are functioning effectively. Any such evaluation will consider the performance of the Board or the committee, as the case may be, as a unit (rather than the performance of any individual director). The Nominating and Corporate Governance Committee oversees our annual self-evaluation process. As part of a review of its governance practices, the Board determined that it would do an in-depth review of the Board in the coming year with an independent outside party.

In the past, these self-evaluations have informed decisions regarding Board operations and Board composition, which have been acted upon by the Nominating and Corporate Governance Committee.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation and Talent Committee has at any time during the prior three years been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.

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Director Onboarding and Continuing Education

Moderna conducts an orientation program for each new director to familiarize that individual with our business and strategic plans, key policies and practices, principal officers and management structure, auditing and compliance processes, and Code of Business Conduct and Ethics.

How to Contact the Board

Any person who wishes to contact the Board can do so:

Any person who has a concern about Moderna’s conduct, including with respect to accounting, internal controls, or auditing matters, may, in a confidential or anonymous manner, communicate that concern to our Compliance Officer:

Any person who wishes to communicate directly with the Audit Committee may do so through the channels mentioned above, directing their communication to the attention of the Chair of the Audit Committee.  

Stockholder Recommendations for Director Nominations 

The Nominating and Corporate Governance Committee welcomes recommendations from stockholders for director nominees. These nominees will be evaluated in the same manner as nominees that come to the committee’s attention from other sources.

To recommend a director nominee, a stockholder should send the following information to 200 Technology Square, Cambridge, Massachusetts 02139, (617) 714-6500, Attention: Corporate Secretary:

The Nominating and Corporate Governance Committee may seek further information from or about the stockholder making the recommendation and the director nominee, including information about all business and other relationships between the director candidate and the stockholder. Any stockholder recommendation for a director nominee must be submitted to the Company not less than 120 calendar days prior to the date on which the Company’s proxy statement was released to stockholders in connection with the previous year’s annual meeting.

To comply with the universal proxy rules (once effective), stockholders who intend to solicit proxies for the Company’s 2023 annual meeting of stockholders in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than February 27, 2023.

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Director Compensation

Annual Cash Retainers

Our non-employee directors are eligible to receive the following cash retainers, which are pro-rated for partial years of service:

Equity Grants

Upon initial election to our Board of Directors, each non-employee director is granted an equity award with an aggregate targeted grant date fair value of $400,000 (the Initial Grant). Beginning in April 2021, 75% of the value of each Initial Grant is delivered in the form of an option award, and the remaining 25% of the Initial Grant is delivered in the form of a restricted stock unit (RSU) award. The option and RSU portions of the Initial Grant vest in full on the one-year anniversary of the grant date, if the recipient has continuously served as our director for that year.

On the date of each annual meeting of stockholders, each continuing non-employee director is granted an equity award with an aggregate targeted grant date fair value of $425,000 (the Annual Grant). Beginning in April 2021, 75% of the value of each Annual Grant is delivered in the form of an option award, and the remaining 25% of the Annual Grant is delivered in the form of an RSU award. The option and RSU portions of the Annual Grant vest in full on the earlier of the one-year anniversary of the grant date and the next annual meeting of stockholders, if the recipient has continuously served as a director through the applicable vesting date.

The option portions of the Initial Grant and the Annual Grants have exercise prices per share equal to the closing price of a share of Moderna’s common stock on the date of grant, and terms of ten years. The number of RSUs granted for any Initial Grant or Annual Grant is determined by dividing the value attributable to the RSU award by the average closing stock price over the preceding 20-trading days up to and including the last trading day immediately preceding the grant date. If a new non-employee director joins our Board of Directors between annual meetings of stockholders, then such non-employee director will be granted a pro-rata portion of the Annual Grant based on the time between such director’s appointment and our next annual meeting of stockholders. The Initial Grants and Annual Grants are subject to full accelerated vesting upon a “sale event,” as defined in the Company’s 2018 Stock Option and Incentive Plan (the 2018 Stock Plan).

Other Compensation Details

The aggregate amount of cash and equity compensation paid to any non-employee director in a calendar year may not exceed $1,500,000 for the first year of service and $1,000,000 for each year of service thereafter (or such other limits as may be set forth in the 2018 Stock Plan or any similar provision of a successor plan).

Employee directors receive no additional compensation for their service as a director.

We will reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our Board of Directors or any committee thereof.

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Non-Employee Director Stock Ownership Policy

Our Stock Ownership Policy provides that on or before December 31, 2024, or the fifth anniversary of an individual director’s appointment to the Board (whichever is later) each non-employee director must own shares of Moderna’s common stock equal to at least six times the amount of the annual cash retainer paid for regular service on the Board, exclusive of committee fees (i.e., $360,000 of Moderna stock). For more information, see “—Non-Employee Director and Executive Officer Stock Ownership Policy,” below.

Non-Employee Director Compensation Table

The following table provides information regarding the total compensation that was earned by or paid to each of our non-employee directors during the year ended December 31, 2021. Mr. Bancel, our Chief Executive Officer, did not receive any additional compensation for his service as a director. Mr. Bancel’s compensation is discussed in the Compensation Discussion and Analysis, which begins on page 32. The amounts below for Option Awards and Stock Awards reflect the grant date fair value of these awards, which, together, are higher than the target value due to the fact that the number of RSUs granted was calculated based upon the 20-trading day average closing price prior to grant, as described under “—Equity Grants,” above.

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Certain Relationships and Related Party Transactions

Other than the ordinary course compensation agreements described under the sections entitled “Director Compensation” and “Compensation Discussion & Analysis” and the transactions described below, for the year ended December 31, 2021, there has not been and there is not currently proposed, any transaction or series of similar transactions to which we were, or will be, a party in which the amount involved exceeded, or will exceed, $120,000 and in which any director, executive officer, holder of five percent or more of any class of Moderna’s capital stock, or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest.

Agreements With Our Stockholders

Investor Rights Agreement

Prior to our IPO, we entered into a second amended and restated Investor Rights Agreement with certain of our stockholders. The Investor Rights Agreement provides the holders of approximately 52.5 million shares of our common stock rights with respect to the registration of those shares under the Securities Act of 1933, as amended (the Securities Act), including demand registration rights, short-form registration rights, and piggyback registration rights.

Demand registration rights

Certain holders of our common stock are entitled to demand registration rights. We will be required, upon the written request of a majority of holders of these shares of our common stock to file a registration statement and to use commercially reasonable efforts to effect the registration of all or a portion of these shares for public resale. We are required to effect only two registrations upon the request of a majority of holders.

Short-form registration rights

Certain holders of our common stock are entitled to short-form registration rights. If we are eligible to file a registration statement on Form S-3, then upon the written request of 20% in interest of these holders to sell registrable securities at an aggregate price of at least $2.5 million, we will be required to use commercially reasonable efforts to effect a registration of such shares. We are required to effect only two registrations in any twelve-month period.

Piggyback registration rights

If we register any of our securities, either for our own account or for the account of other security holders, the holders of these shares are entitled to include their shares in the registration. Subject to certain exceptions, Moderna and the underwriters may limit the number of shares included in the underwritten offering to the number of shares that we and the underwriters determine in our sole discretion will not jeopardize the success of the offering.

Expiration of registration rights

The demand registration rights and short-form registration rights granted under the Investor Rights Agreement will terminate on the earlier to occur of December 11, 2023, or, as to each holder, at such earlier time that such holder (i) can sell all shares held by it in compliance with SEC Rule 144(b)(1)(i) or (ii) holds 1% or less of our common stock, and all registrable securities held by such holder can be sold in any three-month period without registration in compliance with Rule 144 under the Securities Act.

Indemnification Agreements

We have entered into agreements to indemnify our directors and executive officers. These agreements will, among other things, require us to indemnify these individuals, to the maximum extent allowed under Delaware law, for certain expenses (including attorneys’ fees), judgments, fines, and settlement amounts they reasonably incur in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person on behalf of Moderna or that person’s status as a member of our Board of Directors.

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Policies for Approval of Related Party Transactions

We have adopted a written policy providing that our Audit Committee is responsible for reviewing and overseeing related party transactions. For purposes of this policy, a related person is defined as (i) any Moderna director or executive officer, (ii) any director nominee, (iii) security holders known to us to beneficially own more than five percent of any class of Moderna’s voting securities, or (iv) the immediate family members of any of such persons. In reviewing any related party transaction, the Audit Committee will take into account, among other factors that it deems appropriate, whether the transaction is on terms no less favorable to Moderna than terms generally available in a transaction with an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction.

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ESG Topics

At Moderna, our commitment to corporate citizenship is built on a foundation of integrity, quality and respect. These values provide solid footing for the creation and support of long-term programs that focus on patients, employees, the environment, our local communities and ethics. Our Nominating and Corporate Governance Committee oversees ESG matters and practices, as set forth in its charter. The committee reports to the full Board on ESG matters and our progress on sustainability initiatives. Included below is a description of a few topics that we view as key to promoting our long-term sustainability.

Medicines for Patients

Our priority as a company that has recently launched its first commercial product is to continue to accelerate the development of safe and effective mRNA medicines for patients. To do so, we undertake sustained, long-term investment in technology creation. We expect our ongoing investment in preclinical and clinical research and development to help us continue to advance potentially life-changing therapeutics and vaccines where there are few or, in many cases, no treatment options for patients. These areas include infectious disease vaccines, public health vaccines, and rare disease indications.

We partner with foundations, government organizations and universities to develop mRNA solutions to critical global public health challenges. This includes our partnership with the International AIDS Vaccine Initiative (IAVI) and the Bill & Melinda Gates Foundation to accelerate human validation of novel HIV vaccination strategies, as well as a second mRNA-based approach to HIV vaccination in collaboration with the National Institutes of Health. In January 2022, we and IAVI announced that the first doses were administered in a Phase 1 clinical trial testing HIV immunogens developed by scientific teams at IAVI and Scripps Research and delivered via our mRNA technology.

We also have programs to develop a Zika vaccine and a vaccine against the Nipah virus, a zoonotic virus transmitted to humans from animals that is on the World Health Organization’s Blueprint list of epidemic threats needing urgent R&D action. Further, in March 2022, we announced an expansion of our global health portfolio through two new initiatives aimed at advancing mRNA vaccines for the prevention of infectious diseases. First, we announced a commitment to advance a portfolio of 15 vaccine programs by 2025 targeting emerging or neglected infectious diseases that threaten global health and are of significant impact to low- and middle-income countries, as well as prototype pathogens to improve pandemic preparedness against “Disease X.” Named by the World Health Organization, “Disease X” represents the knowledge that a serious international epidemic could be caused by a pathogen currently unknown to cause human disease.

Second, to accelerate the creation of new vaccines using mRNA technology, we are launching a new program, mRNA Access^TM, that will offer researchers use of Moderna’s mRNA technology to explore new vaccines against emerging or neglected infectious disease more broadly. Through the program, researchers at partnering institutions can take advantage of the flexibility afforded by Moderna’s mRNA platform to develop novel mRNA medicines in their own labs.

Our pipeline also includes potential therapeutics to address rare diseases, such as propionic acidemia, methylmalonic acidemia, phenylketonuria, glycogen storage disease type 1a, and autoimmune diseases that have not been addressed through traditional approaches. Partnerships with Vertex Pharmaceuticals and the Chiesi Group aim to address cystic fibrosis and pulmonary arterial hypertension, respectively. Additionally, in September 2021, we entered into a collaboration agreement with the Institute for Life Changing Medicines to develop an mRNA therapeutic for Crigler-Najjar Syndrome Type 1, an ultra-rare disease.  Under our collaboration, the Institute for Life Changing Medicines will not pay us an upfront fee or any downstream payments. We will also provide the mRNA for this treatment free of charge.

Just as we worked to ensure representation of communities of color and vulnerable populations in the Phase 3 clinical trial of our COVID-19 vaccine (with 37% of participants coming from diverse communities), we have an ongoing commitment to increasing diversity in our clinical trials. For the Phase 3 clinical trial of our cytomegalovirus (CMV) vaccine candidate, we set a goal of enrolling a diverse group of participants, including approximately 42% participants in the U.S. representing Persons of Color.

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Vaccine Access

In 2021, we delivered approximately 807 million doses of our COVID-19 vaccine to more than 60 countries around the world, with more than 200 million doses—approximately 25% of the total—delivered to low- and middle-income countries. Collectively, our deliveries to low- and middle-income countries were more than Moderna delivered to any other country or multinational group last year, other than the U.S. Government. In October 2021, we announced a five-pillar approach to promoting access to our COVID-19 vaccine:

We are committed to helping to end the humanitarian and public health crisis posed by the COVID-19 pandemic as soon as possible.

Climate Change and the Environment

At Moderna, we are building a company that seeks to drive change through what we make and how we make it. With this in mind, we strive to mitigate human impact on the environment where possible, and pursue innovative ways to grow our business while minimizing our environmental footprint. We also aim to put Moderna at the forefront of managing the impact of waste from our business and to minimize the natural resources we use, while supporting employees’ efforts to do the same.

In November 2021, we announced our pledge to achieve net-zero carbon emissions globally by 2030, and we plan to work with each of our suppliers for them to also move to net-zero carbon and partner across industries to seek innovative solutions and achieve net-zero targets. We are making progress on key environmental initiatives, including:

Our Cambridge headquarters is located in a LEED-certified building, and the Moderna Technology

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Center, located in Norwood, Massachusetts, was designed to meet LEED certification criteria when it was first opened in 2018. We also designed the facility to use 50 percent less water than comparable sites, and equipped it with electric vehicle charging stations and CO2 sensors to measure air quality.

In 2021, we committed to sourcing our facilities with renewable energy, and to the extent these facilities are powered with sources other than renewable energy, we offset our carbon emissions by purchasing 100% certified renewable energy credits for every MWh consumed.

We seek to put Moderna at the forefront of managing the impact of waste from our business and to minimize the natural resources we use, while supporting employees’ efforts to do the same. Efforts being made at our Cambridge headquarters include:

Similarly, at our Norwood facilities, efforts include:

In addition, construction has begun on our new Moderna Science Center. The high-performance building is targeting LEED Platinum Core & Shell and LEED Zero Energy certifications. To further promote the sustainability of this building, it will include ultra-efficient building systems with acoustical and light pollution mitigation measures.

We will continue to explore ways to ensure that our operations promote long-term sustainability and that we minimize our footprint as we grow.

Human Capital Management

We had approximately 2,700 full-time employees as of December 31, 2021, representing a more than doubling of our workforce from 1,300 full-time employees as of the end of the prior year. We have undertaken significant hiring to facilitate manufacturing of our COVID-19 vaccine, in addition to building out our commercial and regulatory organizations, as well as other functions, to support this continued roll-out. We also increased our hiring outside the United States during 2021, and at year-end we had employees in 12 countries around the world, with a presence in North America, Europe and the Asia-Pacific region. Much of this hiring has been of talent with experience at other pharmaceutical companies as we continue to build out our commercial and regulatory capabilities, particularly as we fill roles to facilitate our operations and commercial activities in markets around the globe. We have also continued to hire talent to support our research and clinical capabilities across the rest of our pipeline, unrelated to our COVID-19 vaccine.

To support our growth, in 2021 we articulated the Moderna Mindsets: a set of leadership behaviors we use to make decisions and to lead at the company. The Moderna Mindsets will be key as we scale over the next 10 years, and we are working to integrate them into all our HR processes from “hire to retire,” including performance management. This will help ensure that we hire the right people, and once onboard, will help them understand how we operate and what it takes to thrive at Moderna.

We operate in a highly competitive environment for human capital, particularly as we seek to attract and retain talent with experience in the biotechnology and pharmaceutical sectors. Our workforce is highly educated, and as of December 31, 2021, 47% of our employees hold Ph.D., Doctorate, M.D., J.D., or Master’s degrees. Among our employees, 47% are female. Among our leadership (which we define as employees at the vice president level and above), as of December 31, 2021, approximately 39% are female, an increase from 37% in the prior year. 40% of our U.S. employees identify as racially or ethnically diverse as of December 31, 2021, an increase from 35% in the prior year. In 2021, we continued to act on our commitment to belonging, inclusion and diversity by, among other things:

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To help promote alignment between our employees and our shareholders, all employees participate in our equity programs through the receipt of equity grants, and the percentage of equity as a component of overall pay mix increases with seniority. We believe that in addition to incentivizing growth that leads to shareholder value, broad eligibility for our equity programs helps promote employee retention as these awards generally vest over a four-year period.

Throughout the COVID-19 pandemic, we have implemented various initiatives to promote the safety of our workforce and continuity of our operations. We created a Coronavirus Response Team that is responsible for implementing various safety measures at our global sites. Our protocols include regular COVID-19 testing and the provision personal protective equipment (PPE). Throughout the pandemic, much of our workforce has worked remotely, wherever possible and when local conditions recommend social distancing, even among the vaccinated.

We require all of our employees in the United States to be vaccinated against COVID-19, including having received a booster dose, absent an approved medical or religious accommodation.  In December 2021 and early 2022, as the Omicron variant drove a surge in COVID-19 cases globally, we made booster doses of our vaccine available to our U.S.-based employees and adult members of their households, as well as to employees based in our Basel, Switzerland office.

Moderna Gives Back

In July 2021, we announced that we are establishing the Moderna Charitable Foundation, which will focus on charitable, scientific and educational endeavors, with particular emphasis on advancing scientific education and innovation, supporting local and global communities impacted by COVID-19, promoting public health and access to healthcare, and advocating for inclusion and diversity. With an initial up-front endowment of $50 million, this is another way we are extending Moderna’s societal impact, particularly in underserved populations.

Additionally, in October 2021, we launched a global fellowship program for young researchers exploring mRNA medicines. This program presents an opportunity for us to build and scale a new generation of mRNA scientists, researchers and healthcare professionals to improve quality of care by educating and advocating for clinical best practices with mRNA vaccines and therapeutics.

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Management

Set forth below are the biographies for our current Executive Committee members. These individuals are critical to Moderna’s success and are responsible for leading our company to its next stage of development.

Age: 49   Joined Moderna and in current role since October 2011	Stéphane Bancel, Chief Executive Officer
	Professional background Before joining Moderna in October 2011, Mr. Bancel served for five years as Chief Executive Officer of the French diagnostics company bioMérieux SA. From July 2000 to March 2006, he served in various roles at Eli Lilly and Company, including as Managing Director, Belgium, and as Executive Director, Global Manufacturing Strategy and Supply Chain. Prior to Eli Lilly, Mr. Bancel served as Asia-Pacific Sales and Marketing Director for bioMérieux. He is currently a Venture Partner at Flagship Pioneering.   Education • École Centrale Paris, Master of Engineering • University of Minnesota, Master of Science in chemical engineering • Harvard Business School, M.B.A.

Age: 57   Joined Moderna in August 2017, and in current role since August 2018	Juan Andres, Chief Technical Operations and Quality Officer
	Professional background Novartis AG from 2005 to 2017, in various roles of increasing responsibility, including Global Head of Technical Operations (Manufacturing and Supply Chain), Global Head of Quality, and Global Head of Technical Research and Development. Eli Lilly and Company from 1987 to 2005, in various manufacturing, production, and quality roles, including Vice President, Pharmaceutical Manufacturing. Member of the Board of Directors of Evelo Biosciences, Inc. since December 2019, and of Avantor, Inc. since September 2019.   Education • Universidad de Alcalá in Spain, degree in pharmacy

Age: 53   Joined Moderna and in current role since July 2021	Paul Burton, Chief Medical Officer
	Professional background Johnson & Johnson from 2005 to 2021, in roles of increasing responsibility, including most recently as Chief Global Medical Affairs Officer of Janssen Pharmaceuticals, a division of Johnson & Johnson. Previously served as Janssen’s Vice President and Head, Cardiovascular and Metabolic Medical Affairs. Dr. Burton is board certified in surgery and is a Member of the Royal College of Surgeons, with specialist training in cardiothoracic surgery, and is a Fellow of the American College of Cardiology.   Education • University of London, M.D. • Imperial College of London, Ph.D.

Age: 56   Joined Moderna and in current role since July 2021	Kate Cronin, Chief Brand Officer
	Professional background Ogilvy Health from 2004 to 2021, in various roles, most recently as Global CEO. Prior to her role as CEO, Ms. Cronin held numerous roles including Global Managing Director, Managing Director of Ogilvy Public Relations’ New York office, and Co-President of Ogilvy Health in the United States. At Ogilvy, Ms. Cronin led integrated campaigns for the firm’s largest long-term health clients including BMS, Boerhringer Ingelheim, Merck and Pfizer. Prior to Ogilvy, Ms. Cronin was a partner at Porter Novelli.   Education • Smith College, B.A. in biology

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Age: 52   Joined Moderna in May 2015, and in current role since September 2018	Marcello Damiani, Chief Digital and Operational Excellence Officer
	Professional background bioMérieux from 2009 to 2015, in senior roles including Senior Vice President and Group Chief Information Officer. Prior to bioMérieux, Mr. Damiani was with Motorola from 1997 to 2009, where he held roles of increasing responsibility, including Senior Director for Global Networks. Mr. Damiani has been a member of the Board of Directors of Cellarity since 2019.   Education • University of Toulouse, France, M.S. degree in Information Systems Architecture • Completed an international Executive M.B.A. program through TRIUM, an alliance of the London School of Economics, the NYU Stern Business School, and the HEC Paris School of Management, France.

Age: 42   Joined Moderna and in current role since October 2019	Tracey Franklin, Chief Human Resources Officer
	Professional background Merck & Co., Inc. from 2004 to October 2019 in positions of increasing responsibility, including most recently Vice President, HR Chief Talent and Strategy Officer. Ms. Franklin’s previous leadership roles included responsibility for HR for all divisions in the European region, head of HR for the U.K. and Ireland subsidiaries of Merck, and HR Operations leader responsible for HR program implementation across Merck’s global footprint. She was based in Switzerland, the U.K. and the U.S.   Education • Pennsylvania State University, B.A. in communication arts and sciences • Fairleigh Dickinson University, Masters in industrial and organizational psychology

Age: 46   Joined Moderna in January 2013, and in current role since February 2015	Stephen Hoge, M.D., President
	Professional background McKinsey & Company from 2005 to 2012, in roles of increasing responsibility, most recently as a Partner and a leader in the firm’s healthcare practice. Dr. Hoge was a resident physician from 2004 to 2005 at New York University/Bellevue Hospital. Dr. Hoge has been a member of the Board of Directors of Axcella Health, Inc. since 2014.   Education • Amherst College, B.A. in neuroscience • University of California, San Francisco, M.D.

Age: 50   Joined Moderna and in current role since June 2021	Shannon Thyme Klinger, Chief Legal Officer and Corporate Secretary
	Professional background Novartis from 2008 to 2021, in roles of increasing responsibility, most recently as Chief Legal Officer and a member of the Novartis Executive Committee. While at Novartis, Ms. Klinger also served as the Chief Ethics, Risk and Compliance Officer and in other senior leadership roles, including as Chief Ethics and Compliance Officer and Global Head of Litigation, and Global Head of Legal at Sandoz, a Novartis division. Prior to her time at Novartis, Ms. Klinger was a partner with Alston & Bird. Ms. Klinger is a board member for the Association of Corporate Counsel, a director for Raffael Holdings, Inc. and a former director of the SIX Group.   Education • University of Notre Dame, B.A. in psychology • University of North Carolina at Chapel Hill, J.D.

Age: 64   Joined Moderna and in current role since June 2020	David Meline, Chief Financial Officer
	Professional background Amgen from 2014 to 2019 as Chief Financial Officer and Executive Vice President. Mr. Meline joined Amgen from 3M Company, where he served in a number of positions between 2008 and 2014, most recently as Chief Financial Officer and Senior Vice President. Prior to his time at 3M Company, Mr. Meline held numerous leadership positions at General Motors. Mr. Meline has been a director for ABB Group since 2016.   Education • University of Chicago, Master of Business Administration in finance • London School of Economics, Master of Science in economics • Iowa State University, Bachelor of Science in mechanical engineering

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Proposal No. 2 Non-binding Advisory Vote to Approve the Compensation of our Named Executive Officers

Our Board of Directors is committed to excellence in governance. Consistent with good governance practices and the requirements of the Dodd-Frank Act, stockholders have the opportunity to approve, on a non-binding, advisory basis, the compensation of Moderna’s named executive officers. This is commonly known as a “say on pay” proposal.

The say on pay proposal is not intended to address any specific item of compensation or the compensation of any particular officer, but rather the overall compensation of our named executive officers and our compensation philosophy, policies, and practices discussed in this proxy statement. The compensation of our named executive officers is disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related narrative disclosure contained in this proxy statement. As discussed in these disclosures, we believe that our compensation policies and decisions are based on principles that reflect a “pay-for-performance” philosophy and are strongly aligned with our stockholders’ interests and consistent with current market practices. Our executive compensation program is designed to enable us to attract and retain talented and experienced executives to lead us successfully in a competitive environment.

We are asking our stockholders to vote for the following resolution:

“RESOLVED, that the Company’s stockholders approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in this proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.”

Before you vote, we recommend that you read the Executive Compensation section that follows for complete information on our executive compensation programs and philosophy.

This vote is advisory, and therefore not binding on Moderna, the Board of Directors, or the Compensation Committee. However, our Board of Directors and Compensation Committee value your opinion and intend to consider the outcome of the vote when making compensation decisions in the future.

Vote Required

This proposal will be approved if it receives an affirmative vote of a majority of the votes properly cast. If you ABSTAIN from voting on Proposal No. 2, the abstention will have no effect on the results of this vote.

The Board of Directors recommends a vote “FOR” approval, on a non-binding, advisory basis, of the compensation of the Company’s Named Executive Officers.

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Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes our executive compensation program and the 2021 compensation for our named executive officers (our NEOs). This Compensation Discussion and Analysis should be read with the compensation tables and related disclosures for our NEOs.

Executive Summary

Moderna is pioneering messenger RNA (mRNA) therapeutics and vaccines to create a new generation of transformative medicines to improve the lives of patients. mRNA medicines are designed to direct the body’s cells to produce intracellular, membrane or secreted proteins that have a therapeutic or preventive benefit with the potential to address a broad spectrum of diseases. Our platform builds on continuous advances in basic and applied mRNA science, delivery technology and manufacturing, providing the Company the capability to pursue in parallel a robust pipeline of new development candidates. We are developing therapeutics and vaccines for infectious diseases, immuno-oncology, rare diseases, autoimmune and cardiovascular diseases, independently and with strategic collaborators.

At the end of 2020, we commercialized our first product, the Moderna COVID-19 Vaccine, and during 2021 we significantly ramped up production and manufacturing of the vaccine, shipping more than 807 million doses globally during the year. Approximately 25% of these doses were delivered to low- and middle-income countries, either through direct sales or donations of doses from the U.S. government or European Union Member States that were facilitated by Moderna. The Moderna COVID-19 vaccine continues to be an important tool in combatting the COVID-19 pandemic. Product sales for our COVID-19 vaccine totaled $17.7 billion during 2021. 

We currently have 44 mRNA development programs in our portfolio across seven separate modalities, with 25 programs currently in the clinic.

During 2021, we performed strongly on our corporate objectives, positioning the Company well to continue executing on our strategic plan and to deliver for patients. These corporate objectives for 2021 included:

In designing our annual corporate objectives, we focus on those shorter-term milestones that we believe will help us move closer to bringing new mRNA medicines to patients. But we also want our team to focus on the long-term output from these efforts, which is why in addition to our traditional equity programs, which were primarily weighted toward stock options, with a portion granted to executives other than the CEO in RSUs, we introduced performance-based restricted stock units (PSUs) as part of our compensation program for our Executive Committee in 2021. These PSUs have a three-year performance period and focus on pipeline development goals that support our long-term strategy. Stock options help reinforce the long-term orientation of our executives as they have a four-year vesting period and ten-year exercise period, and only convey value if our stock price appreciates. We believe this general design, which focuses on long-term objectives, coupled with an ability to pivot quickly to adapt our compensation plans, has enabled us to deliver for patients and our stockholders.

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Corporate Performance Highlights

Our executive compensation program seeks to incentivize and reward strong corporate performance. Highlights of our 2021 corporate performance are set forth below.

COVID-19 Vaccine

Advancing Our Pipeline and Science

Continued to advance our pipeline, including:

Corporate

Updates to Our Executive Compensation Programs in 2021

2021 Bonus Program Objectives

For 2021, our corporate objectives were designed to focus on the strategic goals noted above. These objectives were further focused on continuing to promote innovation, organizational goals, execution on our strategy (including with respect to production and sale of our COVID-19 vaccine) and strong financial performance.

Introducing PSUs Into Our Equity Program

In 2021, we introduced PSUs as part of the equity program for our Executive Committee. These PSUs have a three-year performance period, and the performance goals are aimed at the achievement of pipeline goals for our products over that time horizon. These goals include advancing our COVID-19 vaccine and other products through development and approval to provide a foundation for future growth and revenues. Payouts for each of the performance goals underlying the PSUs can range from 50% of the targeted number of shares for threshold performance, 100% for target performance, and 200% for maximum performance.

In this first year, the PSUs represented 25% of the overall grant date fair value of the equity package awarded to each of our Executive Committee members. For our CEO, the remaining 75% of his 2021 equity award was granted in stock options, and for the rest of the Executive Committee, the annual award consisted of 50% options and 25% RSUs. These options and RSUs have a four-year vesting scheduled, with 25% vesting on the first anniversary of the grant date, and the remainder vesting ratably over the next 12 quarters. We believe that the significant weighting of the equity awards for our NEOs toward stock options aligns these individuals with our investors as the equity awards only have value if we realize stock price appreciation between the grant date and exercise.

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Overview of Compensation for Our Named Executive Officers

Below is a summary of our NEOs for 2021 and a brief overview of the executive compensation actions that were taken for each of these NEOs.

Chief Executive Officer Age: 49	Stéphane Bancel
	Performance Assessment: On the basis of the Committee recommendation, our independent directors approved a bonus for Mr. Bancel at 150% of target, consistent with the overall corporate multiplier, based on his ongoing leadership of our COVID-19 vaccine program, as well as leadership of the executive team as we executed our strategy for 2021, which included: • Stewardship of the Company during a period of unprecedented growth and demands on the Company’s capabilities; • Achieving emergency use authorization from more than 70 countries and an emergency use listing from the WHO for our COVID-19 vaccine, and shipping more than 807 million doses globally during 2021; • Maintenance of the Company’s focus on clinical programs other than COVID-19, leading to an expansion in the number of development candidates during 2021 from 21 to 37; and • Delivery of record revenues, earnings and cash flow.
		Salary: $1,000,000 (5.3% increase over 2020) Bonus: $1,500,000, based on target of 100% of salary, with 150% payout, reflecting overall company performance Equity Awards: $15,000,000, delivered 75% in stock options and 25% in PSUs (based on 2020 performance)

Chief Financial Officer Age: 64	David Meline
	Performance Assessment: The Committee rated Mr. Meline’s individual performance factor at 100% in determining his bonus for 2021, in recognition of the following achievements: • Growth of the Company’s general and administrative infrastructure to support the unprecedented demand on the Company’s financial systems; • Effective management of external financial communication during a period of extreme uncertainty; • Overseeing the creation and opening of our International Business Services Hub in Warsaw, Poland, and the expansion of our footprint across the globe, with subsidiaries in Europe, Australia, Japan, South Korea and North America; and • Effective management of forward financial commitments to support our manufacturing operations.
		Salary: $621,000 (3.5% increase over 2020) Bonus: $560,000, based on target of 60% of salary, with 150% payout, reflecting 100% individual assessment Equity Awards: $4,000,000, delivered 50% stock options, 25% in RSUs and 25% in PSUs (based on 2020 performance)

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President Age: 46	Stephen Hoge, M.D.
	Performance Assessment: The Committee rated Dr. Hoge’s individual performance factor at 120% in determining his bonus for 2021, in recognition of the following achievements: • Playing a pivotal role in Moderna’s response to the COVID-19 pandemic, including through engagement with governments, regulators and other stakeholders, and overseeing our response to variants of concern; • Delivering positive interim Phase 1 data for our seasonal flu vaccine; • Advancing our respiratory syncytial virus (RSV) vaccine to a Phase 2/3 trial of 34,000 participants; • Reaching full enrollment in our Personalized Cancer Vaccine Phase 2 trial; • Overseeing the expansion of the number of development candidates during 2021 from 21 to 37; and • Advancing several new delivery vehicles into development candidate state, including pulmonary.
		Salary: $700,000 (12.7% increase over 2020) Bonus: $819,000 based on target of 65% of salary, with 150% payout, reflecting 120 % individual assessment Equity Awards: $6,000,000, delivered 50% in stock options, 25% in RSUs and 25% in PSUs (based on 2020 performance)

Chief Technical Operations and Quality Officer Age: 57	Juan Andres
	Performance Assessment: The Committee rated Mr. Andres’ individual performance factor at 140% in determining his bonus for 2021, in recognition of the following achievements: • Spearheading the momentous scaling of our manufacturing operations, resulting in the shipment of 807 million doses of our COVID-19 vaccine globally by the end of 2021; • Overseeing the unprecedented scaling of the Company’s manufacturing operations, where the Company witnessed the most significant growth in headcount; and • Creation and management of the full range of the Company’s manufacturing supply arrangements and working seamlessly with our partners to ramp up our worldwide capacity.
		Salary: $600,000 (8.7% increase over 2020) Bonus: $756,000, based on target of 60% of salary, with 150% payout, reflecting 140% individual assessment Equity Awards: $5,000,000, delivered 50% in stock options, 25% in RSUs and 25% in PSUs (based on 2020 performance)

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Chief Legal Officer and Corporate Secretary since June 2021 Age: 50	Shannon Thyme Klinger
	Performance Assessment: The Committee rated Ms. Klinger’s individual performance factor at 100% in determining her bonus, in recognition of the following achievements since joining Moderna in June 2021: • Partnering with the U.S. government to enable the delivery of millions of doses to COVAX, as well as the governments of France, Sweden and Norway, the EU and EEA countries and Gavi to facilitate the donation of millions of doses of our COVID-19 vaccine from the EU Member States to COVAX; • Advancing our Corporate Social Responsibility initiatives, including our pledge to achieve net-zero carbon emissions globally by 2030; and • Supporting the establishment of the Moderna Charitable Foundation, which will focus on charitable, scientific and educational endeavors.
		Salary: $381,096 (pro-rated $650,000 salary, from June 1, 2021) Sign-On Bonus: $250,000 Bonus: $344,000 based on target of 60% of salary, with 150% payout pro-rated based on start date, reflecting 100% individual assessment Equity Awards: $8,000,000, new hire equity award delivered 50% in stock options and 50% in RSUs; $2,000,000, special equity award delivered in RSUs

Former Chief Commercial Officer from January to December 2021 Age: 56	Corinne Le Goff
	Background: Dr. Le Goff joined Moderna as our Chief Commercial Officer in January 2021, a newly created role. She joined Moderna from Amgen, where she most recently served as Senior Vice President and President of the U.S. Business Organization, and where she had previously served as Senior Vice President, Europe Region. As we continued to assess our long-term commercial strategy during 2021, our senior leadership determined that notwithstanding Dr. Le Goff’s success in building key commercial capabilities in support of the commercialization of our COVID-19 vaccine, advancing our commercial strategy would require a leader with additional experience in consumer and population health. Dr. Le Goff departed Moderna in December, and was engaged as a consultant through February 2022 to assist in the transition. Performance Assessment: The Compensation Committee did not make a performance assessment for Dr. Le Goff as she left the Company prior to the end of the year and was not eligible for an annual performance bonus.
		Salary: $570,205 (pro-rated salary of $625,000, paid from January 19, 2021 through December 17, 2021) Sign-On Bonus: $300,000 Severance: $625,000 (equivalent to annual salary) plus $450,721 (equivalent to pro-rated bonus at target) New Hire Equity Awards: $8,000,000, delivered 50% in stock options and 50% in RSUs (all awards other than first annual vesting forfeited upon departure)

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Overview of Executive Compensation Program

Executive Compensation Philosophy

Our executive compensation program is guided by our overarching philosophy of paying for demonstrable performance and impact. We are focused on our mission to “Deliver on the promise of mRNA science to create a new generation of transformative medicines for patients.”

During 2021, we built on the considerable progress made during 2020 as we worked to scale the production, manufacturing and distribution of our highly-effective vaccine against COVID-19. During 2021, we delivered 807 million doses of our COVID-19 vaccine globally, and it continues to be an important tool in fighting the pandemic. 

We believe that our compensation philosophy helps align our team around executing on our mission of delivering for patients, which ultimately leads to greater stockholder value. All employees at Moderna, regardless of their level, receive equity as part of their compensation, aligning them to investors and making them personally invested in our mission. As we continue delivering on the promise of mRNA science, we recognize that our executive compensation programs must also continue to attract and retain a talented team who can help us achieve this mission.

Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary goals:

In 2021, 93% of stockholders at our Annual Meeting who voted on our “say on pay” proposal supported the pay actions we took in the prior year. We believe this vote is indicative of strong support for our pay programs and their general design. Accordingly, our Compensation Committee maintained the general structure of our pay programs for 2021. In response to separate investor feedback, we introduced performance-based restricted stock units (PSUs) into our pay programs for the first time in 2021.

Executive Compensation Program Design

Our executive compensation program is designed to be reasonable and competitive, and balance our goal of attracting, motivating, rewarding and retaining top-performing senior executives with our goal of aligning their interests with those of our stockholders. Our compensation and talent committee of our Board of Directors, or Compensation Committee, annually evaluates our executive compensation program to ensure that it is consistent with our short-term and long-term goals and the dynamic nature of our business.

Our executive compensation program consists of a mix of compensation elements that balance achievement of our short-term goals with our long-term performance. We provide short-term incentive compensation opportunities in the form of annual cash bonuses, which focus on our achievement of annual corporate goals. We also provide long-term incentive compensation opportunities in the form of equity awards, which have historically consisted primarily of stock options. Due to Moderna’s pre-commercial stage of development until 2020, our equity programs were primarily focused on stock options to provide our team with a strong incentive to pursue growth that would result in stock price appreciation over the long-term.

As we have matured as a company, our equity programs have evolved. In 2020, we introduced the ability for our executive team members (other than our CEO), to receive up to 25% of their annual equity grant in the form of RSUs. This program was designed to provide employees (other than our CEO) with increased flexibility and to tailor their equity awards to their particular risk tolerance and to further promote employee engagement.

Beginning in 2021, we introduced performance-based restricted stock units (PSUs) into our equity programs for our executives. For 2021, these PSUs focus on the achievement of pipeline goals for our development programs over a three-year performance period, with “cliff” vesting at the end of the period only if the pipeline goals are achieved. The objective of this program is to promote the achievement of longer-term objectives and the development of a robust pipeline of mRNA medicines. In this first year, the PSUs represent 25% of the overall grant date fair value of the equity package awarded to each of our Executive Committee members. For our CEO, the remaining 75% of his 2021 equity award was granted in stock options, and for the rest of the Executive Committee the remainder of the annual award consisted of 50% stock options and 25% RSUs, without the ability to pick the weighting of these awards for these executives.

Stock options and RSUs granted to our executive team in 2021 have a standard vesting schedule of 25% after one year and quarterly vesting over the next three years. We believe RSUs also reward growth in the market price of our common stock because they derive additional value from stock price appreciation, they help our executives build actual stock ownership, and they are less dilutive to our stockholders because they require fewer shares than stock options to deliver the same dollar value of an award. In addition, we believe that the multi-year vesting requirements applicable to both stock options and RSUs encourage retention because our senior executives are incentivized to remain employed through the vesting period.

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Our executive compensation program is also designed to incorporate sound practices for compensation governance. Below we summarize such practices.

WHAT WE DO			WHAT WE DON’T DO
	Maintain an Independent Compensation Committee. The Compensation Committee consists solely of independent directors.			No Special Health and Welfare Benefits. Our executive officers participate in our health and welfare benefits programs on the same basis as our other employees.
	Retain an Independent Compensation Advisor. The Compensation Committee engages its own advisor to provide information and analysis related to annual executive compensation decisions and other advice on executive compensation independent of management.			No Executive Retirement Plans. We do not offer pension arrangements or retirement plans or arrangements to our executive officers that are different from or in addition to those offered to our other employees.
	Annual Say-on-Pay Vote. We put our executive compensation to an advisory vote of stockholders annually.			No Post-Employment Tax Payment Reimbursement. We do not provide any tax reimbursement payments (including “gross-ups”) on any change-in-control or severance payments or benefits.
	Design Compensation At-Risk. Our executive compensation program is designed so that a significant portion of our executive officers’ compensation is “at risk” based on our corporate performance, as well as equity-based, to align the interests of our executives and stockholders.			No Hedging or Pledging Our Equity Securities. We prohibit our executive officers, the members of our Board of’ Directors and certain other employees from hedging or pledging our securities.
	Use a Pay-for-Performance Philosophy. The majority of our executive officers’ compensation is directly linked to corporate performance and includes a significant long-term equity component, thereby making a substantial portion of each executive officer’s total compensation dependent upon our stock price.			No Stock Option Re-Pricing under Current Stock Plan. Our 2018 Stock Plan does not permit stock options to be repriced to a lower exercise or strike price without the approval of our stockholders.
	Stock Ownership Guidelines. We maintain stock ownership guidelines for our executive team and Board to promote ongoing alignment between our executive team, directors and stockholders.
	10b5-1 Plans. Require our executives to plan any stock trading in advance through the use of 10b5-1 plans.
	Clawback Policy. We have a clawback policy applicable to performance-based compensation for our Executive Committee, which would apply in the event of misconduct leading to a financial restatement or other improper conduct causing material financial, operational or reputational harm.

Governance of Executive Compensation Program

Role of the Compensation Committee and the Board of Directors

The Compensation Committee, which is comprised entirely of independent directors, is responsible for discharging our Board of Directors’ responsibilities relating to compensation of our directors and executives, overseeing our overall compensation structure, policies and programs, and reviewing our processes and procedures for the consideration and determination of director and executive compensation. The primary objective of the Compensation Committee is to develop and implement compensation policies and plans to attract and retain key management personnel, motivate management to achieve our corporate goals and strategies, and align the interests of management with the long-term interests of our stockholders. We have not adopted formal guidelines for allocating total compensation between long-term and short-term compensation, cash compensation and non-cash compensation, or among different forms of non-cash compensation.

Our Compensation Committee has engaged Pay Governance LLC, an independent executive compensation consultant, to provide guidance with respect to the development and implementation of our compensation programs.

Pursuant to our Equity Award Grant Policy, the Compensation Committee has delegated to our CEO and our Chief Human Resources Officer (CHRO) the authority to approve grants of equity awards, subject to certain parameters, under the 2018 Stock Plan. See

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“Other Compensation Policies and Practices—Equity Award Grant Policy.”

The Compensation Committee reviews and approves the primary elements of compensation—base salary increases, annual cash bonuses, and annual equity awards—for our NEOs (other than our CEO), as authorized by the Board of Directors pursuant to the Compensation Committee Charter. Our Board of Directors reviews and provides final approval for the primary elements of compensation awarded to our CEO after recommendation by the Compensation Committee.

Compensation-Setting Factors

When reviewing and approving, or recommending to the Board of Directors as applicable, the amount of each compensation element and the target total compensation opportunity for our executive officers, the Compensation Committee considers the following factors:

These factors provide the framework for compensation decisions for each of our executive officers, including our NEOs. The Compensation Committee and the Board of Directors, as applicable, do not assign relative weights or rankings to these factors, and do not consider any single factor as determinative in the compensation of our executive officers. Rather, as we operate in a rapidly changing industry and most of our programs are still in clinical or preclinical stage, the Compensation Committee and the Board of Directors, as applicable, believes it is best to rely on their own knowledge of our business and industry and therefore they use judgment in assessing these factors and making compensation decisions.

Role of Management

In discharging its responsibilities, the Compensation Committee works with management, including our CEO. Our management assists the Compensation Committee by providing information on corporate and individual performance, market compensation data and management’s perspective on compensation matters.

In addition, at the beginning of each year, our CEO reviews the performance of our other executive officers, including our other NEOs, based on our achievement of our corporate goals and each executive officer’s achievement of his or her departmental and individual goals established for the prior year and his or her overall performance during that year. The Compensation Committee solicits and reviews our CEO’s recommendations for base salary increases, annual cash bonuses, annual equity awards and any other compensation opportunities for our other executive officers, including our other NEOs, and considers our CEO’s recommendations in determining such compensation.

Role of Compensation Consultant

The Compensation Committee engages an external compensation consultant to assist it by providing information, analysis and other advice relating to our executive compensation program. For 2021, the Compensation Committee engaged Pay Governance as its compensation consultant to advise on executive compensation matters including:

Pay Governance reports directly to the Compensation Committee and to the Compensation Committee chairman. Pay Governance also coordinates with our management for data collection and job matching for our executive officers. Our Compensation Committee charter requires that our compensation consultant is independent of Company management. During 2021, Pay Governance did not provide services to us other than the services to our Compensation Committee described herein. Our Compensation Committee performs an annual assessment of its compensation consultants’ independence to determine whether the

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consultants are independent and in 2021 has determined that Pay Governance is independent pursuant to the listing standards of the relevant Nasdaq and SEC rules and has determined that no conflict of interest has arisen as a result of the work performed.

Role of Market Data

For purposes of comparing our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a group of peer companies. This compensation peer group consists of public biotechnology and pharmaceutical companies against which we may compete for talent and that are similar to us across a number of factors, including market capitalization, stage of development, geographical location and number of employees. The Compensation Committee reviews our compensation peer group at least annually and makes adjustments to our peer group as necessary, taking into account changes in both our business and our peer companies’ businesses. The Compensation Committee also uses market data from our compensation peer group and from the Radford Global Life Sciences Compensation survey as one factor in evaluating whether the compensation for our executive officers is competitive in the market. The Compensation Committee and the Board of Directors, as applicable, also rely on their own knowledge and judgment in evaluating market data and making compensation decisions.

Since becoming a public company in 2018, our Compensation Committee has used our Peer Group to assist in assessing annual base salary, target bonus and equity awards for our NEOs and other senior level employees. To determine the composition of the Peer Group for 2021, the Compensation Committee considered the following criteria:

This analysis led to the initial selection of the following peer group which was used to make the relevant compensation assessments for 2021.

Based on a review of the analysis prepared by Pay Governance, in September 2021 the Compensation Committee approved the updated compensation peer group below for the remainder of 2021 and 2022; however, this peer group was not used for setting compensation for our NEOs for 2021. In making changes to the peer group, the committee continued to assess the factors listed above against the evolution of the Company, including the Company’s status as a commercial company, the increase in the Company’s market capitalization, and the companies with whom we may compete for talent.

Primary Elements of Executive Compensation Program

The primary elements of our executive compensation program are:

We do not have a specific policy regarding the percentage allocation between short-term and long-term, or fixed and variable, compensation elements.

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Our executive officers, including our NEOs, are also eligible to participate in our standard employee benefit plans, such as our health and welfare benefits plans, our employee stock purchase plan and our 401(k) Plan on the same basis as our other employees. In addition, as described below, our executive officers, including our NEOs, are entitled to certain change-in-control severance payments and benefits pursuant to our Executive Severance Plan, described herein.

Base Salary

We pay base salaries to our executive officers, including our NEOs, as the fixed portion of their compensation to provide them with a reasonable degree of personal income, and to attract and retain top-performing individuals. At the time of hire, base salaries are determined for our executive officers, including our NEOs, based on the factors described in “Governance of Executive Compensation Program—Compensation-Setting Factors” above. Typically, at the beginning of each year, the Compensation Committee reviews base salaries for our executive officers, including our NEOs, based on such factors to determine if an increase is appropriate. In addition, base salaries may be adjusted in the event of a promotion or significant change in responsibilities.

Annual base salaries for our NEOs were reviewed in February 2021, along with the salaries for our other employees. The Compensation Committee considered the factors described in “Governance of Executive Compensation Program—Compensation-Setting Factors” above in determining to increase salaries for our NEOs (other than Ms. Klinger, who was not yet employed by the Company at the time, and Dr. Le Goff, who had recently joined the Company at the time) ranging from 3.5% to 12.7%, as described above for each NEO under “Executive Summary.” Salary increases for Mr. Bancel, Dr. Hoge, Mr. Meline and Mr. Andres in 2021 were in response to, and in recognition of, the significant year-on-year expansion in their responsibilities as a result of Moderna’s growth in the prior year. The salaries for Ms. Klinger and Dr. Le Goff were set based upon arms’ length negotiations and based upon market data for executives of similar caliber and experience. The actual salaries paid to our NEOs in 2021 are set forth in the “Summary Compensation Table” below.

Short-Term Incentive Compensation

Annual Cash Bonuses

We provide short-term incentive compensation opportunities to our executive officers, including our NEOs, in the form of annual cash bonuses to drive our short-term success. Our annual cash bonuses are tied to achievement of annual corporate and individual performance goals pursuant to the Company’s Senior Executive Cash Incentive Bonus Plan (the Bonus Plan). In addition, our Compensation Committee may grant cash bonuses to the CEO or the other NEOs pursuant to the Bonus Plan based on individual performance during the year.

Corporate and Individual Performance Goals

At the beginning of each year, the Compensation Committee discusses with the CEO the annual corporate performance objectives that are intended to be the most significant drivers of our short-term and long-term success.

In addition, at the beginning of each year, our CEO, in consultation with each of the other executive officers, establishes individual performance goals for each of the other executive officers, including our other NEOs. The individual performance goals are generally designed to align the goals of our executive officers, including our NEOs, and his or her department with the corporate goals. The CEO discusses with the Compensation Committee his overall goals for the year which are in line with the overall corporate objectives but also include individual goals and action plans. The CEO’s goals and performance are ultimately evaluated, and his bonus is approved, by the full Board, with input from the Compensation Committee.

At the beginning of the year after the corporate performance objectives are established, the Compensation Committee, after reviewing management’s self-assessment, evaluates specific achievements that are designed to advance the prior year’s corporate objectives, and our overall success in the prior year, and determines our total percentage achievement level. Our CEO evaluates the other executive officers’, including the other NEOs’, achievement of their prior year’s individual performance goals, and makes recommendations for total percentage achievement level. The Compensation Committee considers our CEO’s recommendations, and independently reviews and approves the total percentage achievement level for each of the other executive officers, including our other NEOs.

Target Annual Bonuses

At the time of hire, the target annual bonus is determined for each of our executive officers, including our NEOs, and at the beginning of each year, the Compensation Committee reviews and approves the target annual bonus for each such individual. The Compensation Committee considers the factors described in “Governance of Executive Compensation Program—Compensation-Setting Factors” above, with an emphasis on market data from our compensation peer group for comparable positions while also factoring internal parity. Target annual bonuses represent a specific percentage of annual base salary.

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2021 Corporate Objectives

Early in 2021, our Compensation Committee set broad based corporate objectives that established the criteria for the funding of our annual bonus plan. These corporate objectives were also designed to inform the more detailed goal setting by individual executive officers and their teams. These goals and objectives were based upon our strategic plan, and focused on the following key objectives:

For each of these corporate objectives, our Compensation Committee established criteria for assessing performance in terms of what achievements would be below expectations, meet expectations or exceed expectations, with weighting assigned to each of these objectives as described on the next page. For performance at target for each objective, 100% of the allocable portion of the bonus was payable. For performance below target, but where threshold performance was met, 50% of the allocable portion of the bonus was payable. For maximum performance, 200% of the allocable portion of the bonus was payable.

In February 2022, the Compensation Committee completed its assessment of management’s achievement of these corporate objectives for 2021, and concluded that for these core corporate objectives, the management team performed at a level that merited funding the bonus pool at 150%.

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Corporate Objective	Goal Weight	Actual Performance	Assessment	Payout
Maximize the impact of the COVID-19 vaccine
Product sales			•	59%
Operating income			•	17%
Go big in infectious diseases
Key performance indicators (KPIs): Meeting enrollment targets for clinical trials; advancing RSV trials; enrolling subjects in flu, EBV and/or HIV, Zika and Nipah trials; number of leads nominated		Above Target	•	26%
Execute on our therapeutics development plan
KPIs: Clinical signal or proof of concept across therapeutic areas; number of INDs opened; number of leads nominated		Below Target	▼	11%
Accelerate our science agenda
KPIs: Extended mRNA-LNP stability at refrigerated temperatures; advance new delivery vehicles to development candidate stage		Maximum	▲	20%
People
KPIs: Year-on-year change in employee engagement survey scores for belonging and engagement		Above Target	•	15%
Final Performance Assessment				150%(1)
• = Above Target        ▲= Maximum        ▼= Below Target
(1) Formulaic outcome resulted in 148% payout factor; Committee applied positive discretion to round up to 150% based on its evaluation of 2022 corporate performance.

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2021 Annual Bonus Determination

At the beginning of each year, the Compensation Committee reviews the target annual bonuses of our executive officers, including our NEOs. The Compensation Committee considered the factors described in “Governance of Executive Compensation Program—Compensation-Setting Factors” above, particularly market data from the companies in our compensation peer group. For 2021, our Board, acting on the recommendation of the Compensation Committee, set the target bonus for our CEO at 100% of salary. The Compensation Committee set the target bonus for our other NEOs at 60% to 75% of salary. These target bonuses for our NEOs were increased from 50% in the prior year, consistent with market trends for similarly situated executives and to provide an enhanced incentive to achieve the annual corporate objectives.

In February 2022, senior management and the Compensation Committee assessed the performance of individual executives for 2021. While no formal ranges for executive performance factors are established in advance, the Compensation Committee determined that in considering performance over the course of 2021, individual executive officers would receive an individual performance bonus factor of between 80% and 140% for 2021.

This assessment by the Compensation Committee for each of our executive officers, other than our CEO, was based on an evaluation conducted by our CEO of the executive officer’s performance against his or her 2021 individual performance goals. Individual performance assessments and the corresponding individual performance factor for each NEO were determined by the Compensation Committee following discussions with our CEO (other than for himself). The Compensation Committee reviewed the 2021 individual performance of our CEO. Since our CEO has ultimate operational responsibility for the overall performance of the Company, the Compensation Committee and the Board determined that his annual bonus would be based entirely on the Company’s overall performance. The performance assessment determinations were based on an overall balanced assessment of each executive officer’s performance and no single factor was determinative in setting bonus payout levels, nor was the impact of any individual factor on the bonus quantifiable. For detail on the individual performance assessment for each NEO, see “Executive Summary—Overview of Compensation for Our Named Executive Officers,” above. These individual performance factors, when multiplied by the target bonus reflecting achievement of the corporate objective discussed above, resulted in individual bonus payouts as described below. These bonus payouts are reflected under the “Non-Equity Plan Incentive Compensation” column in the 2021 Summary Compensation Table on page 51 below.

Long-Term Incentive Compensation

We view long-term incentive compensation in the form of equity awards as an important element of our executive compensation program. The value of equity awards is directly related to stock price appreciation over time, which incentivizes our executive officers to achieve long-term corporate goals and create long-term value for our stockholders. Equity awards also help us attract and retain top-performing executive officers in a competitive market.

At the time of hire, equity awards are granted to our executive officers, including our NEOs, based on the factors described in “Governance of Executive Compensation Program — Compensation-Setting Factors” above. Typically, at the beginning of each year, the Compensation Committee reviews the equity awards for our executive officers, including our NEOs, and determines the size of the annual equity awards it deems reasonable and appropriate based on such factors. In addition, the Compensation Committee may deem it advisable to grant subsequent equity awards to our executive officers, including our NEOs, and may adjust their equity awards in the event of a promotion or significant change in responsibilities; however, we did not do so in 2021.

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In 2021, we introduced PSUs as part of the equity program for our Executive Committee. These PSUs have a three-year performance period, and for this first year, the performance goals are aimed at the achievement of pipeline goals for our products over that time horizon. In 2021, the PSUs represent 25% of the overall grant date fair value of the equity package awarded to each of our Executive Committee members. For our CEO, the remaining 75% of his 2021 equity award was granted in stock options, and for the rest of the Executive Committee the annual award consisted of 50% stock options and 25% RSUs. These stock options and RSUs have a four-year vesting scheduled, with 25% vesting on the first anniversary of the grant date, and the remainder vesting ratably over the next 12 quarters.

2021 Equity Awards

In a series of meetings in early 2021, the Compensation Committee considered the factors described in “Governance of Executive Compensation Program— Compensation-Setting Factors” above, particularly market data from the companies in our compensation peer group as well as each individual’s performance in the prior year, and approved the 2021 annual equity awards for our NEOs below (other than Ms. Klinger and Dr. Le Goff). The Board made this determination for our CEO upon the recommendation of the Compensation Committee.

In 2021, Mr. Bancel, our CEO, received 75% of the value of his annual equity award in the form of stock options, and 25% in the form of PSUs. Our other NEOs received the value of their annual equity awards as a mix of PSUs, stock options and RSUs. Dr. Hoge, Mr. Meline and Mr. Andres each received 50% of the value of their annual equity award in the form of stock options, 25% in the form of PSUs, and 25% in the form of RSUs.

All PSUs granted to our NEOs in 2021 vest following the conclusion of the three year performance period, which ends on December 31, 2023. Within two and a half months of the end of the performance period, the Compensation Committee will determine whether the performance criteria have been satisfied and the payouts for these awards, followed by delivery of the underlying shares.

All stock option awards issued in 2021 to these NEOs vest, and become exercisable, over a four-year period, with 25% of the underlying shares vesting on the first anniversary of grant and the remaining shares vesting over the next three years on a quarterly basis (every three months) after the initial vesting date (for the annual grants, on February 9, 2022).

The RSUs granted to our NEOs in 2021 also generally vest over a four-year period, with 25% of the underlying shares vesting on the first anniversary of grant and the remaining shares vesting over the next three years on a quarterly basis (every three months) after the initial vesting date (for the annual grants, on February 9, 2022).

For both the stock option and RSU awards, all of the underlying shares will be vested on the date four years after the grant date, so long as the NEO remains an employee or other service provider (including a consultant) of the Company on such vesting dates. We believe that the multi-year vesting requirements encourage retention because our senior executives are incentivized to remain employed through the vesting period.

The equity awards granted to our NEOs in 2021 are set forth in the “Summary Compensation Table” and the “Grants of Plan-Based Awards for Fiscal Year 2021” table below.

New Hire Equity Awards

The value for the new hire equity awards for Ms. Klinger and Dr. Le Goff were set based upon market data for executives of comparable caliber and experience, while also taking into account the significant value of equity awards that each of them would forfeit by leaving their former employers and joining Moderna. These new hire equity awards were designed to provide Ms. Klinger and Dr. Le Goff with an incentive to take on the role of our Chief Legal Officer and Chief Commercial Officer, respectively.

Ms. Klinger and Dr. Le Goff each received 50% of the value of their new hire equity award in the form of stock options, and 50% in the form of RSUs. These new hire awards had a grant date fair value of $8 million. These options and RSUs vest on the same four-year cadence as the annual equity awards for our other NEOs.

Ms. Klinger received 100% of the value of her special equity award, which had a grant date fair value of $2 million, in the form of RSUs. Ms. Klinger’s special equity award is subject to “cliff” vesting on the third anniversary of the grant date.

Three-quarters of the new hire equity awards granted to Dr. Le Goff were forfeited upon her involuntary departure from the Company in December 2021, and the remainder was eligible for continued vesting based upon Dr. Le Goff’s performance under a consulting agreement through the vesting date.

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Updates to Our Executive Compensation Programs for 2022

For 2022, our bonus program objectives will similarly reflect our corporate objectives for the year, and are designed to incentivize execution on sales of our COVID-19 vaccine, meeting operating income targets, advancing our pipeline and delivering on our strategy.

The bonus program for 2022 also includes ESG objectives aimed at ensuring we meet demand for our COVID-19 vaccine from low- and middle-income countries, as well as promoting a sense of belonging among employees.

Other Employee Benefits & Perquisites

Health and Welfare Benefits

Our executive officers, including our NEOs, are eligible to participate in the same employee benefit plans that are generally available to all of our employees, subject to the satisfaction of certain eligibility requirements, such as medical, dental, and life and disability insurance plans. We pay, on behalf of our employees, a portion of the premiums for health, life and disability insurance.

2018 Employee Stock Purchase Plan

Our executive officers, including our NEOs (other than Mr. Bancel), are eligible to participate in our 2018 Employee Stock Purchase Plan (the ESPP) on the same basis as our other full-time employees. The ESPP is a broad-based stock ownership program that permits eligible employees to set aside a portion of their compensation during a six-month offering period and use such contributions to purchase shares of our common stock at a purchase price equal to 85% of the lower of the fair market value of the shares on the first business day of the offering period or the last business day of the purchase period. During 2021, Mr. Meline was the only NEO that participated in the ESPP.

401(k) Savings Plan

We maintain a tax-qualified retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax-advantaged basis. Plan participants can defer eligible compensation subject to applicable annual Internal Revenue Code of 1986, as amended (the Code) limits. We provide a matching contribution of 50% of employee contributions up to 6% of compensation, which is 100% vested when contributed. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan.

Limited Perquisites

We provided limited perquisites to our named executive officers in 2021, consisting primarily of security services, relocation benefits, and reimbursement of commuting expenses. We believe that providing such perquisites was appropriate to assist our NEOs in the performance of their duties, to make our NEOs more efficient and effective and for recruitment and retention purposes.

In response to the increased profile of our Company and our executives as we pursued the development of a vaccine against COVID-19, in 2021 the Company authorized the provision of personal and home security services to certain of our executives, including some of the NEOs. These services continued into 2022 in response to the heightened risk environment.

Employment Arrangements with our NEOs

Employment Offer Letters and Non-Compete, Non-Solicitation and Confidentiality Agreements

We generally enter into employment offer letters with new hires, including each of our NEOs when they joined the Company. These offer letters forth the basic terms and conditions of their employment, including initial base salary, initial equity awards, eligibility to participate in our standard employee benefits plans, the at-will employment relationship and, in certain cases, a one-time signing bonus and relocation benefits. These offer letters also require that each NEO execute our standard employee confidentiality and assignment agreement. Each of our NEOs is subject to our standard non-competition, non-solicitation, confidentiality, and assignment agreement, which provides for a perpetual post-termination confidentiality covenant as well as post-termination non-competition and non-solicitation of customers, employees, and consultants covenants for one year following termination.

Corinne Le Goff – Separation and Consulting Agreements

Dr. Le Goff joined Moderna as our Chief Commercial Officer in January 2021. As we continued to assess our long-term commercial strategy during 2021, our senior leadership determined that notwithstanding Dr. Le Goff’s success in building key commercial capabilities in support of the commercialization of our COVID-19 vaccine, advancing our commercial strategy would require a leader with additional experience in consumer and population health.

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On November 11, 2021, Dr. Le Goff and the Company entered into an Executive Separation and Transitional Services Agreement (the Le Goff Separation Agreement), setting forth the terms of Dr. Le Goff’s continued services as the Company’s Chief Commercial Officer through and involuntary separation from employment on December 17, 2021. Under the Le Goff Separation Agreement, during the period until Dr. Le Goff’s separation from employment, she continued to receive her salary and benefits and continued to vest in her outstanding Company equity. In accordance with the Company’s Amended and Restated Executive Severance Plan, the Company agreed, subject to certain conditions, to pay Dr. Le Goff a cash separation payment in an amount equal to twelve months of Dr. Le Goff’s annual base salary ($625,000), a bonus payment in an amount equal to $450,721, which was pro-rated for Dr. Le Goff’s annual target bonus, and any accrued but unused vacation to which Dr. Le Goff was entitled through her separation date. The Company agreed to pay each of the separation payment and bonus payment in biweekly payments following Dr. Le Goff’s separation from the Company. Under the Le Goff Separation Agreement, Dr. Le Goff’s options to purchase the Company’s common stock or other equity granted to Dr. Le Goff under the Company’s equity plans as of the date of the agreement continued to be governed by the terms and conditions of such plans and the applicable award agreements, and they were not otherwise accelerated.

Concurrent with execution of the Le Goff Separation Agreement, Dr. Le Goff and the Company entered into a Consulting Agreement, which became effective upon Dr. Le Goff’s separation from the Company on December 17, 2021 (the Consulting Agreement). Pursuant to the Consulting Agreement, Dr. Le Goff agreed to provide consulting services to the Company related to commercial operational and strategic matters on an as-needed basis through February 3, 2022. The Consulting Agreement became effective with no break in Dr. Le Goff’s service relationship to the Company for purposes of vesting of her outstanding unvested stock options and restricted stock units. All equity awards not vested as of the final date of the Consulting Agreement were forfeited.

Executive Severance Plan

We believe that the severance payments and benefits provided under the Executive Severance Plans are appropriate in light of the post-employment compensation protections available to similarly-situated executive officers at companies in our compensation peer group and are an important component of each executive officer’s overall compensation as they help us to attract and retain our key executives who could have other job alternatives that may appear to them to be more attractive absent these protections.

In addition, we believe it is appropriate to provide enhanced severance benefits in connection with certain employment terminations occurring in connection with a change in control in order to encourage our executive officers to remain employed with us during an important time when their prospects for continued employment following the transaction are often uncertain. The primary purpose of these arrangements is to keep our most senior executive officers focused on pursuing potential corporate transactions that are in the best interests of our stockholders regardless of whether those transactions may result in their own job loss. All of our NEOs, other than Dr. Le Goff, are eligible for the Executive Severance Plan.

Termination not in connection with a change in control

The Executive Severance Plan provides that upon a termination of employment by us other than for “cause,” death, or “disability,” or upon a resignation by an eligible participant for “good reason” (in each case, as defined in the Executive Severance Plan), in either case outside of the “change in control period” (i.e., the period beginning on the date of a “change in control” (as defined in the Executive Severance Plan) and ending on the one-year anniversary of the change in control), the participant will be entitled to receive, subject to the execution and delivery of a separation agreement and release containing, among other provisions, an effective release of claims in favor of the Company and reaffirmation of the “restrictive covenants agreement” (as defined in the Executive Severance Plan):

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Termination in connection with a change in control

The Executive Severance Plan also provides that upon a termination of employment by us other than for cause, death, or disability or upon a resignation by an eligible participant for good reason, in either case within the change in control period, the participant will be entitled to receive, in lieu of the payments and benefits described above and subject to the execution and delivery of a separation agreement and release containing, among other provisions, an effective release of claims in favor of the Company and reaffirmation of the restrictive covenants agreement:

The payments and benefits provided under the Executive Severance Plan in connection with a change in control may not be eligible for a federal income tax deduction by us pursuant to Section 280G of the Code. These payments and benefits may also subject an eligible participant, including the named executive officers, to an excise tax under Section 4999 of the Code. If the payments or benefits payable to an eligible participant in connection with a change in control would be subject to the excise tax imposed under Section 4999 of the Code, then those payments or benefits will be reduced if such reduction would result in a greater net after-tax benefit to the applicable participant.

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Equity-Related Policies and Practices

Equity Award Grant Policy

We have adopted an Equity Award Grant Policy that sets forth the process and timing for us to follow when we grant equity awards for shares of our common stock to our employees, including our executive officers, or advisors or consultants pursuant to any of our equity compensation plans. Pursuant to the policy, all grants of equity awards must be approved in advance by our Board of Directors, the Compensation Committee or, subject to the delegation requirements in the policy, our CEO or CHRO. The equity award granting authority delegated to our CEO and CHRO applies to employees at the senior vice president level and below and to equity awards within the specific ranges set forth in the policy. All equity awards for our Executive Committee members must be approved by the Compensation Committee or the full Board.

Generally, equity awards are granted on the following regularly scheduled basis as set forth in the policy:

In addition, the Equity Award Grant Policy sets forth the way our equity awards will be priced. If the grant of RSUs is denominated in dollars, the number of shares subject to each RSU award will be determined by dividing the value of such award by the average closing market price on the Nasdaq Global Select Market of a share of our common stock over the preceding 20 trading days, up to and including the last trading day immediately preceding the effective date of grant (the 20-day trailing average price), and if the grant of an option is denominated in dollars, the number of shares subject to such option will be determined by dividing the value of such award by the product of (i) the 20-day trailing average price and (ii) the Black-Scholes ratio, which is calculated using the Black-Scholes value of an option on the grant date divided by the closing market price on the Nasdaq Global Select Market of a share of our common stock on the effective date of grant. The per share exercise price of all stock options will be at least equal to the closing market price on the Nasdaq Global Select Market of a share of our common stock on the effective date of grant.

Non-Employee Director and Executive Officer Stock Ownership Policy

In 2019 the Compensation Committee adopted a Stock Ownership Policy, which was subsequently amended in February 2021. As amended, the Stock Ownership Policy requires that by the fifth anniversary of the original effectiveness date of the policy (i.e., December 31, 2024), or the fifth anniversary of an individual becoming subject to the policy (whichever is later), that individual is required to hold a number of shares of Moderna stock equivalent in value to a multiple of the individual’s salary or, in the case of directors, their annual cash retainer, as follows:

In February 2021, the Stock Ownership Policy was revised by the Compensation Committee to provide that only owned shares would count toward satisfaction of the ownership requirement, eliminating credit previously granted for the value of vested but unexercised stock options. Until the requirements are met, covered individuals who were subject to the policy as of December 31, 2020 are required to hold 100% of any stock underlying vested RSU awards until the requirements are met, and individuals who are first subject to the policy on or after January 1, 2021 are required to hold 50% of any stock underlying vested RSU awards until the requirements are met.

As of December 31, 2021, each of Mr. Bancel and Dr. Hoge owned more than the required value of shares of Moderna common stock.

Clawback Policy

In February 2021, our Board of Directors adopted a clawback policy applicable to all performance-based compensation granted to members of our Executive Committee, beginning in 2021. The policy grants the Board or Compensation Committee discretion to recoup any performance-based compensation paid in excess of what otherwise should have been delivered due to the Executive Committee member’s misconduct that resulted in a financial restatement. In addition, the policy grants the Board or Compensation Committee discretion to recoup performance-based compensation in the event that an Executive Committee member’s detrimental conduct causes material financial, operational or reputational harm to the Company.

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Policy Prohibiting Hedging and Pledging

Our Insider Trading Policy prohibits our executive officers, the non-employee members of our Board of Directors and certain designated employees who in the course of the performance of their duties have access to material, nonpublic information regarding the Company from engaging in the following transactions:

As of the date of this Proxy Statement, none of our NEOs had previously sought or obtained approval from the Compensation Committee to engage in any hedging or pledging transaction involving our securities.

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Executive Compensation Tables

2021 Summary Compensation Table

The following table provides information regarding the total compensation awarded to, earned by, and paid to our named executive officers for services rendered to us for the years set forth below. Please note that in certain years these individuals were not NEOs and as such we are not including their compensation for those years.

Salary

Amounts represent the actual amount of base salary paid for each NEO during the applicable year. NEOs and other employees are generally assessed for potential salary increases at the beginning of each year. Percentage salary increases for each of our NEOs (other than Dr. Le Goff and Ms. Klinger, whose salaries were fixed $625,000 and $650,000, respectively, upon hiring) were approved in February 2021 as follows: Bancel (5.3%, to $1,000,000), Meline (3.5%, to $621,000), Hoge (12.7%, to $700,000), and Andres (8.7%, to $600,000). For more information, see the discussion for each NEO under “Executive Summary” above.

Non-Equity Plan Incentive Compensation

The amounts reported represent annual bonuses earned by our NEOs for services performed during 2021, based on the achievement of Company and individual performance objectives. Target bonuses for our NEOs are set as a percentage of annual salary, and for 2021 were 100% of salary for our CEO and 60-65% of salary for our other NEOs. The bonus paid to Ms. Klinger was pro-rated due to her being employed for only part of the year. For more information, see “Short-Term Incentive Compensation” above.

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Bonus

The amounts reported represent annual bonuses earned by our NEOs for services performed in 2020 and 2019, as applicable, based on the achievement of Company and individual performance objectives. For more information, see “Short-Term Incentive Compensation” above. For Ms. Klinger and Dr. Le Goff, represents amounts received as a signing bonus in connection with each executive’s hiring.

Stock Awards

The amount reported represents the aggregate grant date fair value of RSUs and PSUs awarded to the NEOs, calculated in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the RSUs and PSUs reported in this column are set forth in Note 14 to our Consolidated Financial Statements for the year ended December 31, 2021 included in our Annual Report. The amount reported in this column reflects the accounting cost for these equity awards and does not correspond to the actual economic value that may be received by the applicable NEO upon the vesting/settlement of the RSUs and PSUs or any sale of the underlying shares of common stock. For the PSUs, the amounts reported assume probable achievement of the applicable performance metrics. The grant date fair value of the PSUs, calculated in accordance with FASB ASC Topic 718, assuming maximum achievement of the applicable performance metrics, are as follows: Mr. Bancel - $7,500,000; Mr. Meline - $2,000,000; Dr. Hoge - $3,000,000; and Mr. Andres - $2,500,000.

Option Awards

The amounts reported represent the aggregate grant date fair value of the stock options awarded to the NEOs during 2021, 2020 and 2019, as applicable, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 14 to our Consolidated Financial Statements for the year ended December 31, 2021 included in our Annual Report. The amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic value that may be received by the NEOs upon the exercise of the stock options or any sale of the underlying shares of common stock. The amounts shown for Ms. Klinger and Dr. Le Goff reflect their new hire equity awards. All of the unvested equity under Dr. Goff’s new hire awards were forfeited upon her departure from the Company and the conclusion of her Consulting Agreement on February 3, 2022.

All Other Compensation

The amounts set forth below provided a detailed breakdown of the amounts reported above for All Other Compensation. These amounts consist of the following:

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Grants of Plan-Based Awards for Fiscal Year 2021

The following table – also known as the Grants of Plan-Based Awards Table – sets forth the individual award, including stock options, RSUs and PSUs, made to each of our NEOs during 2021. For a description of the types of awards indicated below, please see our “Compensation Discussion and Analysis” above.

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Outstanding Equity Awards at 2021 Year-end

The table below sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2021.

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