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. )

 

Filed by the Registrant

Filed by a Party other than the Registrant

 

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material Pursuant to §240.14a-12

 

Moderna, Inc.

 

(Name of Registrant as Specified In Its Charter)

 

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

 

Payment of Filing Fee (Check all boxes that apply):
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	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

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Notice of Annual Meeting of Stockholders

 

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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 2022 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2022.

 

Meeting Agenda

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

 

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Director Nominees

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2022 Performance

 

Our Mission

To deliver the greatest possible impact to people through mRNA medicines.

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, and integrated manufacturing capabilities that allow for rapid clinical and commercial production at scale. Moderna has established relationships with government and commercial collaborators, which has allowed for the pursuit of both groundbreaking science and rapid scaling of our manufacturing capabilities. Moderna’s capabilities came together to secure the authorization and approval of one of the earliest and most-effective vaccines against the COVID-19 pandemic.

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Board Highlights

In 2022, our Board of Directors contributed to Moderna’s strategic growth through its oversight of management’s execution of our business plans and strategy. Advice and guidance from the full Board, and relevant Committees where applicable, was instrumental in the following key accomplishments, among others, in 2022.

 

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Compensation Highlights

Over the last several years, we have evolved our executive compensation programs in order to: 

 

Our executive compensation program is based on a pay-for-performance philosophy, which is reflected in both our annual and long-term incentive compensation programs. We believe that a significant portion of each executive’s compensation should be variable and at-risk and tied to the achievement of pre-established Company performance goals that drive value creation for our business and align our executives’ interests with those of our shareholders. The largest component of our long-term incentive compensation is delivered in the form of stock options, which directly aligns payouts with outcomes for our shareholders.

The charts below set forth the target total compensation mix for Mr. Bancel, our Chief Executive Officer, and our other named executive officers (NEOs), as a group, for 2022.

 

 

 

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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 II directors will be elected for a three-year term. Each of these nominees is a Class II 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, Stephen Berenson, Sandra Horning, M.D. and Paul Sagan as nominees for election as Class II directors at the Annual Meeting. Mr. Berenson has served on Moderna’s Board since 2017, Dr. Horning has served on the Board since 2020, and Mr. Sagan has served on the Board since 2018.

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 Messrs. Berenson and Sagan and Dr. Horning. 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 2023 Annual Meeting of Stockholders—What if I do not specify how my shares are to be voted?” on page 80.

Vote Required 

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

 

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Information About Moderna’s Directors

Nominees

 

 

 

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Continuing Directors

 

 

 

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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 “ESG Topics—Human Capital Management” on page 30.

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

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directors also identifies as Middle Eastern. As we pursue future Board recruitment efforts, our Nominating and Corporate 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.

 

Board Diversity Matrix as of March 15, 2023

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 2022

During 2022, the Moderna Board continued to focus on overseeing the development, production and commercialization of the Company’s COVID-19 vaccines, as well as oversight for the Company’s long range plan and strategy. This included oversight of our continued development of the broader pipeline, particularly our respiratory disease vaccine portfolio, CMV vaccine, and personalized cancer vaccine and investments in scaling our Company to prepare for the potential launch of these products.

COVID-19

COVID-19 Vaccine Strategy. Much of the Board’s focus in 2022 continued to be on the development, production and commercialization of the Company’s COVID-19 vaccines. In the earlier part of the year, this focus was on continued production and distribution of our original COVID-19 vaccine, Spikevax (mRNA-1273). Spikevax was our first product to achieve full approval under a Biologics License Application by the U.S. Food and Drug Administration in January 2022, with approvals following in other key markets shortly thereafter. Our Board also continued to oversee the expansion of the authorized use of Spikevax in adolescent and pediatric populations, obtaining authorization in key markets (including the U.S.) during 2022. Following a surge in Omicron variants of the SARS-CoV-2 virus beginning late in 2021, our Board also focused on continuing to update our COVID-19 vaccine to address these variants. This included oversight of the launch of clinical trials early in 2022, followed by updates to our manufacturing plans and engagement with health regulators globally to meet the demand for updated vaccines. These efforts resulted in production of our bivalent booster vaccine targeting the BA.1 Omicron subvariant (mRNA-1273.214) and our bivalent booster vaccine targeting the BA.4/BA.5 Omicron subvariants (mRNA-1273.222) and the

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production, regulatory approval and commercialization of these products in the third and fourth quarters of 2022.

Access Initiatives. The Board was also engaged in oversight of our ongoing efforts to make COVID-19 vaccines available to low- and middle-income countries, including investments to make production of those vaccines possible. As demand dynamics shifted throughout the year, this oversight extended to negotiations over the request by GAVI/COVAX to be released from their contractual commitment to purchase COVID-19 vaccines, and the entry into a new framework agreement for up to 100 million doses for 2023. The Board also was engaged in overseeing our updated patent pledge, pursuant to which we have committed not to enforce our intellectual property rights against those manufacturing COVID-19 vaccines for the AMC 92 countries, as well as our approach in litigation against Pfizer and BioNTech, where we are not seeking to enjoin sales to AMC 92 countries or seek damages for those sales. Beyond COVID-19, the Board oversaw the articulation in 2022 of our global public health strategy, which is centered around three key pillars: developing vaccines against priority pathogens, mRNA Access^TM and regional manufacturing. See “ESG Topics—Our Global Public Health Strategy” below.

Pipeline Development

Respiratory Vaccine Franchise. The Board has also overseen our investments in programs to enable our goal of developing a seasonal respiratory vaccine franchise. As an initial phase of this strategy, during 2022, we advanced one of our seasonal flu vaccine candidates (mRNA-1010) into Phase 3 studies in the Southern Hemisphere and Northern Hemisphere, and we also advanced the Phase 3 trial for our vaccine candidate against respiratory syncytial virus (RSV) (mRNA-1345) in older adults, which began dosing late in 2021. In January 2023, we announced positive topline data from our Phase 3 pivotal efficacy trial of mRNA-1345. Based on these results, we intend to submit for regulatory approvals in the first half of 2023. Our longer-term objective is to develop combination vaccines against respiratory viruses that combine seasonal vaccinations against flu, RSV and COVID-19 into a single vaccination. We believe a combination respiratory vaccine will improve coverage while also reducing disease burden and producing savings for healthcare systems, both through lower cost of administration and lower healthcare costs by preventing or reducing the need for care.

Personalized Cancer Vaccines. The Board has also been actively engaged in overseeing investments to facilitate expanded clinical production needs associated with the development of our personalized cancer vaccine (PCV) (mRNA-4157) program, which we are advancing in collaboration with Merck. In December 2022, we announced that the Phase 2b clinical trial of mRNA-4157, in combination with KEYTRUDA®, Merck’s anti-PD-1 therapy, demonstrated a statistically significant and clinically meaningful improvement in recurrence-free-survival rates versus KEYTRUDA alone for the treatment of patients with stage III/IV melanoma following complete resection. The Board has been engaged in overseeing the decision to advance mRNA-4157 to a Phase 3 trial and to explore the ability of PCVs to treat other types of cancer, as well as investments to significantly expand our manufacturing capacity to enable the conduct of clinical trials.

Further Pipeline Development. The Board and its committees continue to engage on overseeing our strategy to advance our broader pipeline, including investments in our development programs and the talent to advance them. This includes advancing our vaccines against latent and rare diseases and in other areas. CMV is a latent virus and the leading infectious cause of birth defects in the U.S., and there is currently no approved vaccine for CMV. Our CMV vaccine is currently in a global Phase 3 trial, which started dosing late in 2021. We are also advancing programs in rare diseases; the Phase 1/2 Paramount study of our propionic acidemia (PA) program is ongoing and the first two groups of patients are fully enrolled. Encouraging early data have shown a decrease in the number of metabolic decompensation events (MDEs) among participants and initial discussions with regulators are supportive of MDE as a primary endpoint for a pivotal study. We also dosed our first patient for relaxin (mRNA-0184) for patients exposed to chronic heart failure. We are also advancing new modalities; in our newest modality, inhaled pulmonary therapeutics, our collaborator Vertex announced in January 2023 that it had initiated a Phase 1, single ascending dose clinical trial for VX-522, our cystic fibrosis candidate. The FDA has granted VX-522 Fast Track designation.

Corporate Developments

Capital Allocation. In addition to significant investments in ongoing research and development of our pipeline discussed above, our Board has been engaged in decisions related to expanding our manufacturing footprint. This includes investments in expanding our manufacturing capacity in the U.S., as well as agreements with the governments of Canada, Australia and the United Kingdom to expand manufacturing capacity and to conduct research and development in those countries, as well as our decision to establish a manufacturing plant in Kenya. At the end of 2022, our Board approved Moderna’s first acquisition of another

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company, Japan-based OriCiro Genomics, which will allow us to conduct cell-free, high-fidelity rapid plasmid manufacturing. 

Talent Management. Our Board and its Compensation and Talent Committee were deeply engaged in continuing to build out our bench of executive talent during 2022 as we continue to scale. This included oversight for the recruitment of our new Chief Financial Officer, new Chief Commercial Officer, new Chief Technical Operations and Quality Officer and new Chief Information Officer. In addition, through the Compensation and Talent Committee, the Board oversaw significant growth in our employee base to 3,900 employees globally with a presence in 17 countries as of year-end. The oversight included engagement on matters related to: culture; recruitment and retention; well-being; belonging, diversity and inclusion; and pay equity.

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. In 2022, we articulated our three-pillared global public health strategy, which is described below under “ESG Topics—Our Global Public Health Strategy.” From an environmental standpoint, we strive to minimize our carbon footprint and waste, including by building facilities that will help us reach our goal of achieving net-zero carbon emissions globally by 2030 in Scopes 1 and 2. For Scope 3 emissions, our Board has been engaged in overseeing our efforts to work with suppliers to minimize our carbon footprint so that we can achieve our goal of aligning to the Science Based Targets Initiative. We also have the opportunity to give back to our communities. We launched the Moderna Charitable Foundation in 2022 with an initial endowment of $50 million. For more detail regarding Moderna’s ESG initiatives, see “ESG Topics” below.

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. There are no family relationships among any of our directors or executive officers.

Directors must notify the Chair of the Nominating and Corporate Governance Committee in connection with any significant change in employment status so that the potential for conflicts or other factors that may compromise the director’s ability to perform his or her duties may be fully assessed. 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.

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Board’s Role in Risk Oversight

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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.

Application Dr. Nabel. In applying these limits to Dr. Nabel, the Nominating and Corporate Governance Committee considered the fact that while Dr. Nabel currently serves on four public company boards, her employment with OPKO Health is a part-time role, permitting Dr. Nabel sufficient time to dedicate to the Moderna Board and to fulfill her other commitments.

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 Ethics and Business Conduct 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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Stockholder Engagement

We actively engage with our stockholders throughout the year to solicit their views on our governance and compensation policies and practices, as well as current and emerging ESG trends. As our investor base has grown over the past several years, we have expanded our investor outreach program and practices to seek the views of a broader range of investors, including those with a particular focus on socially responsible investing. Conversations throughout the year led by our Investor Relations team are supplemented by outreach with members of our Corporate Governance team and senior leadership. Following our 2022 Annual Meeting, we initiated contact for governance engagements with our 25 largest investors that are unaffiliated with our officers and directors, representing approximately 40% of our shares outstanding, as well as several other investors who expressed an interest in meeting on governance topics. Including affiliated investors, this outreach included stockholders representing more than 55% of our shares outstanding. Governance outreach discussions focused on a number of topics that were voted on at the 2022 Annual Meeting, as well as other topics outlined below.

Key Items Discussed with Stockholders in 2022-2023

 

Our discussions led to valuable feedback from our investors, which was discussed among members of management and with our Board and Committees. We received generally positive feedback regarding our Board composition and the evolution of our executive compensation programs. We did receive feedback and suggestions regarding governance, which were discussed with the Board and Nominating and Corporate Governance Committee.

Many of the discussions related to ESG focused on our access initiatives and efforts to ensure availability of supply of our COVID-19 vaccine to low- and middle-income countries, which has been an area of ongoing oversight by our Board and management.

We are committed to continuing to increase transparency surrounding our ESG initiatives. As evidence of this commitment, we published our first ESG Report in June 2022 and hosted our first ESG Day in November 2022. Many of the topics addressed in the Report and at ESG Day were directly informed by investor feedback. Our publication of our first SASB framework report, as part of the ESG Report, was also in direct response to investor feedback.

Going forward, we will continue to engage with relevant stakeholders on these matters, continue to monitor the ESG reporting and disclosure landscape and assess additional ESG reporting frameworks. For more information, please see “ESG Topics.” In addition to our one-on-one discussions with investors, we host annual Investor Days throughout the year aimed at promoting understanding of our science and development programs, including Vaccines Day and R&D Day.

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Board Committees 

As described below, our Board of Directors has established five committees: Audit, Compensation and Talent, Nominating and Corporate Governance, Product Development and, beginning in December 2022, a Science and Technology Committee. The Board of Directors may establish other committees from time to time. All members of all five 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.

 

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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 2022 Annual Meeting of Stockholders.

The full Board of Directors met ten times in formal meetings during 2022, in addition to holding frequent calls and informal sessions. Each director attended (virtually or in person) at least 95% 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. 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.

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In 2022, the Board’s self-evaluation was conducted by an independent third-party who conducted individual interviews with each director regarding the Board’s operations. The results of this feedback are in the process of being implemented, and will be further developed with the full Board in 2023. 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 and Talent Committee.

Director Onboarding

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 our Corporate Secretary as described on page 82 under “Information about the 2023 Annual Meeting of Stockholders—How can I contact the Corporate Secretary?”:

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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, stockholders who intend to solicit proxies for the Company’s 2024 annual meeting of stockholders in support of director nominees other than the Company’s nominees must provide notice by the same deadline as described below under “Information about the 2023 Annual Meeting of Stockholders—What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors—Proposal that will not be included in our proxy statement.” Such notice must include the information required by Rule 14a-19(b) under the Exchange Act.

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Director Compensation

Annual Cash Retainers

Effective October 1, 2022, our non-employee directors are eligible to receive the following cash retainers, which are pro-rated for partial-year service or time as Committee chairs, and are paid quarterly:

The compensation program currently in effect was adopted to simplify our non-employee director pay programs by eliminating Committee fees and to adopt a flat fee for chairing each Committee. The change was adopted to recognize that most of our directors serve on multiple Committees and many devote significant time to the Company outside of formal Board and Committee meetings, but that Committee chairs in particular dedicate significant time to oversight of their Committees.

During 2022 and until October 1, 2022, our non-employee directors were eligible to receive the following cash retainers, which were pro-rated for partial years of service or time on Committees:

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 stock options, and the remaining 25% of the Initial Grant is delivered in restricted stock units (RSUs). The stock 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 2022, the value of each Annual Grant may be delivered solely as stock options or in the form of a mix of RSUs and stock options as chosen by each non-employee director, provided that no more than 25% of such value may be delivered in the form of RSUs. 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 stock option portion of each director equity grant has an exercise price per share equal to the closing price of a share of Moderna’s common stock on the date of grant, and an expiration period of ten years from the grant date. The number of stock options granted for any director equity grant is determined by dividing the value attributable to the stock

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option award by the product of (i) the average closing stock price over the preceding 20-trading days up to and including the last trading day immediately preceding the grant date and (ii) the Black-Scholes ratio, which is calculated using the Black-Scholes value of a stock option on the grant date divided by the closing stock price on the effective date of grant. The number of RSUs granted for any director equity 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 director equity 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 reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our Board of Directors or any committee thereof. We have in the past provided, and may in the future provide, security services to our directors.

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., $480,000 of Moderna stock). For more information, see “Equity-Related Policies and Practices—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, 2022. 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 36. The amounts below for Option Awards and Stock Awards reflect the grant date fair value of these awards, which, together, are lower than the target value due to the fact that the number of RSUs and stock options 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 and Analysis” and the transactions described below, since the beginning of the fiscal year ended December 31, 2022, 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 47.3 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.

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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.

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 Environmental, Social and Governance (ESG) strategy and corporate social responsibility program are built on a foundation of integrity, quality and respect. These values provide a foundation for us to build and support long-term programs that demonstrate our commitment to patients, employees, the environment and our local communities. Our Nominating and Corporate Governance Committee oversees ESG matters and practices. The committee reports to the full Board on ESG matters and our progress on sustainability initiatives. Our Chief Legal Officer, reporting to our CEO, leads our ESG strategy, with Executive Committee members overseeing additional elements of particular ESG initiatives. Included below is a description of several topics that we view as key to promoting our long-term value and impact. In June 2022, we published our first ESG Report, which provides further detail on these initiatives. Our ESG Report can be found on our website at http://www.modernatx.com under the “Responsibility—Corporate policies” section. We anticipate providing ongoing updates to our investors and other stakeholders through these reports at least annually. Additionally, we hosted our first ESG Day in November 2022, where we discussed with investors our corporate mission and key focus areas for our corporate responsibility framework.

Medicines for Patients

Moderna’s mission is to deliver the greatest impact to people through mRNA medicines. 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. 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.

Our Global Public Health Strategy

In 2022, we articulated our global health strategy, which is centered on three key pillars: developing vaccines against priority pathogens, mRNA Access™ and regional manufacturing. We have committed to advance vaccines targeting at least 15 priority pathogens that threaten global health into clinical studies by 2025, focusing on diseases that significantly impact low- and middle-income countries. Our mRNA Access program enables researchers around the world to utilize our mRNA technology platform to pursue research in their own labs on emerging and neglected infectious diseases. In addition, we are working to build manufacturing capability globally to provide for local sources of mRNA medicines, in part to prepare for future pandemics. Further detail on our global health strategy is included in our ESG Report.

Key Pillars of our Global Public Health Strategy

Promoting Vaccine Access

We are committed to ensuring that low- and middle-income countries have access to our COVID-19 vaccine to meet demand in those countries. We demonstrated this commitment by entering into a supply agreement with COVAX to supply up to 650 million doses of our COVID-19 vaccine through 2022. We also contracted to supply up to 110 million vaccine doses to the African Union. We made significant investments to make production of those vaccines possible; however, COVAX and the African Union ultimately declined most doses due to a lack of demand. Ultimately, we released COVAX from their contractual commitment to purchase the COVID-19 vaccines, and we entered into a new framework agreement for up to 100 million doses for 2023.

In 2022, as part of our continued support for achieving global health equity, and to further underscore our commitment to low- and middle-income countries, we updated our COVID-19 patent pledge to provide that we will never enforce our patents for COVID-19 vaccines against manufacturers in 92 low- and middle- income countries in the Gavi COVAX Advance Market Commitment, provided that the manufacturers produce vaccines solely for use in those countries. In

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non-AMC 92 countries, we remain willing to license our technology for COVID-19 vaccines to manufacturers in those countries on commercially reasonable terms, which will enable us to continue to invest in research to develop new vaccines, prepare for the next pandemic and meet other pressing areas of unmet medical need.

Further demonstrating our dedication to vaccine access, we have committed to build a state-of-the-art mRNA manufacturing facility in Kenya to provide a local source of mRNA medicines for the African continent, in part to prepare for future pandemics. Once fully operational, we expect this facility will be able to produce up to 500 million doses of vaccine annually at the 50 µg dose level.

Medicines for Rare Diseases

Our pipeline 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, we are collaborating with the Institute for Life Changing Medicines (ILCM) to develop an mRNA therapeutic for Crigler-Najjar Syndrome Type 1 (CN-1), an ultra-rare disease with only an estimated 70-100 known cases in the world. The goal of the collaboration is to make an mRNA therapy for the treatment of CN-1 available at no cost to patients. We have licensed our mRNA therapeutic to ILCM with no upfront fees or downstream payments. ILCM is responsible for the clinical development of the therapeutic.

Clinical Trial Diversity

We are committed to increasing diversity in our clinical trials by identifying the barriers that currently impede inclusion, and implementing approaches to more efficiently identify, engage, recruit and retain study participants from racial and ethnic minority communities and vulnerable populations. When we recognized minority under-representation in the Phase 3 study of mRNA-1273, our original COVID-19 vaccine, we decided to slow down the overall study enrollment to ensure diverse representation. At the conclusion of enrollment, the study included more than 11,000 participants from communities of color, representing 37% of the study population. 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% of participants in the U.S. representing persons of color. Similarly, for the Phase 3 clinical trial of our RSV vaccine candidate, we set a goal of enrolling approximately 31% participants in the U.S. representing persons of color.

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. We believe that ensuring the health of our planet is critical to impacting human health, and that it is our responsibility to grow our company in a way that protects the planet and minimizes our impact on the environment. As a relatively young commercial company, we have an opportunity to grow in a way that puts the protection of the environment as a key consideration in the design of new facilities, processes and products. As we continue to expand our manufacturing capabilities, we are committed to making sustainability a key priority in the design of these new facilities, working with partners to create a value chain that minimizes impact to the environment.

We have set a goal of achieving net-zero carbon emissions globally by 2030 for our Scope 1 and 2 emissions. We are also committed to defining a carbon reduction target for Scope 3 that is consistent with the Science-Based Targets Initiative. During 2022, we conducted a review of our greenhouse gas emissions for 2021, and calculated that our Scope 1 emissions were 9,555 metric tons of CO₂ equivalent, and our Scope 2 emissions were 7,233 metric tons of CO₂ equivalent, using location-based emissions methodology. Using market-based emissions methodology, our Scope 2 emissions were 47 metric tons of CO₂ equivalent. We are making progress on key environmental initiatives, including:

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Our Cambridge headquarters is located in a LEED-certified building, and the Moderna Technology Center, located in Norwood, Massachusetts, was designed to incorporate many LEED energy efficient design elements when it was first opened in 2018, and it will continue to do so as we expand. In addition, we are investing in our new Moderna Science Center in Cambridge, Massachusetts, to create a purpose-built space to support our next chapter of discovery and serve as our principal executive offices. The high-performance building is targeting LEED Platinum Core & Shell and LEED Zero Energy certifications. The building will include ultra-efficient building systems with acoustical and light pollution mitigation measures. Further detail on our efforts to minimize waste and our impact on the environment are included in our ESG Report.

Human Capital Management

We had approximately 3,900 full-time employees as of December 31, 2022, representing a substantial increase from 2,700 full-time employees as of the end of the prior year. We have undertaken significant hiring of talent to facilitate manufacturing of our COVID-19 vaccine, in addition to building out our research and development, commercial and regulatory organizations. While much of this hiring has occurred at our headquarters in Cambridge, Massachusetts and our manufacturing campus in Norwood, Massachusetts, we also continued to increase our hiring elsewhere in the United States and internationally during 2022. At year-end, we had employees in 17 countries around the world, with a presence in North America, Europe and the Asia-Pacific region. To support our growth as we build out our commercial and regulatory capabilities, we have focused our hiring on talent with experience at other pharmaceutical companies, 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 our entire pipeline.

As an organization, we are bold, collaborative, curious and relentless. These values are underpinned by a core set of what we call “basecamp” values—integrity, quality, respect. Additionally, with the continued rapid growth of our Company, we articulated the Moderna Mindsets in late 2021. The Moderna Mindsets define how we behave, how we lead and how we make decisions. We believe the Mindsets will be integral to our future success, and we are working to integrate them into every facet of how we identify, onboard, grow and manage the highest impact talent. Our employees participate in the Mindsets Workshops, which is an interactive, full-immersion learning experience designed to provide the opportunity to engage with, better understand and learn how to apply the Mindsets in the workplace. We have also rolled out a new coaching and development program for our senior leaders that is based on our Mindsets. This program represents a significant investment in our growing senior leader cohort, providing every senior leader with individualized coaching to help them become stronger leaders for Moderna’s future.

 

We operate in a highly competitive environment for talent, 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, 2022, 48% of our employees hold Ph.D., Doctorate, M.D., J.D., or Master’s degrees. Among our employees, 50% are female. Among our leadership (which we define as employees at the vice president level and above), as of December 31, 2022, approximately 41% are female, a slight increase from the prior year. 41% of our U.S. employees identify as racially or ethnically diverse as of December 31, 2022, a slight increase from the prior year. In 2022, we engaged an independent third-party to conduct a statistical pay equity analysis, which showed zero statistically significant differences in pay across gender globally and across gender, race and ethnicity in the United States.

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We believe that our strength comes from our diversity, and we are committed to building a culture of inclusion and belonging for all. In 2022, we continued to act on our commitment to belonging, inclusion and diversity by, among other things:

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 and embed our “We Act Like Owners” mindset.

We believe that our employees are highly engaged, and our company and team have been publicly recognized for our leadership, innovation and good corporate citizenship. Science magazine has ranked us as a top employer for each of the last eight years. Additionally, in 2022, Biospace ranked us the number one large employer in its 2023 Best Places to Work in Biopharma report. We measure employee engagement through a vendor-supplied engagement software, using validated external benchmarks to track employee engagement factors.

Community

We launched the Moderna Charitable Foundation in 2022 to support organizations and causes promoting public health and access to quality healthcare, advancing scientific education and innovation, supporting local and global communities, and advocating for inclusion and diversity, with a particular focus on needs that were created or exacerbated by the COVID-19 pandemic. We aspire toward a long-lasting impact by grant-making to support organizations that align with our mission, philanthropic giving to provide support during humanitarian crises, and employee matching to enable our people to support causes that matter most to them. During 2022, the Moderna Charitable Foundation made grants totaling approximately $7.8 million to local and global non-profit organizations working on causes aligned with the Foundation’s mission. More than 50% of grants made in 2022 were aimed at building more resilient healthcare systems and improving the quality of healthcare in Africa, including grants to Seed Global Health, the International Rescue Committee, and Amref Health Africa. Additionally, in 2022, the Foundation matched monetary donations that employees made to qualified charitable organizations.

As a company, we encourage individual employee volunteerism by providing our people with paid time off to volunteer at the organizations of their choice. During our fourth annual Volunteer Week in 2022, hundreds of Moderna team members participated in organized activities across six countries to make a substantial impact with community partners around the world.

In 2021, we launched the Moderna Research Fellowship program to support the next generation of scientists and healthcare professionals as they innovate in the field of mRNA research towards improving patient care and population health. In 2022, the fellowship program selected 35 global fellows, with a focus on infectious diseases.

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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.

 

 

 

 

 

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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 and Talent Committee. However, our Board of Directors and Compensation and Talent 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.

 

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Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes our executive compensation program and the 2022 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 deliver the greatest possible impact to people through mRNA medicines. Our mRNA 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.

2022 was a pivotal year for Moderna. We launched updates to our COVID-19 vaccine and continued to advance an extensive research pipeline across multiple modalities. Highlights included:

During 2022, we performed well on our corporate objectives, positioning the Company to continue executing on its strategic plan to deliver for patients. These corporate objectives for 2022 were:

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. Our Executive Committee members are also granted performance-based restricted stock units (PSUs) with three-year performance periods that maintain focus on our long-term strategy. Stock options help reinforce the long-term orientation of our executives as they have a four-year vesting period and expire after ten years, 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 2022 corporate performance are set forth below.

COVID-19 Vaccine

Advancing Our Pipeline and Science

We continued to advance our pipeline, including:

Corporate

2022 PSU Objectives

PSUs continue to be a key element of the equity program for our Executive Committee. The 2022 PSUs have a three-year performance period, and the performance goals are aimed at the achievement of pipeline goals, establishing global certified mRNA facilities and building out digital capabilities across the organization, including for our commercial model over that time horizon. These goals include:

1.   Advancing our combination respiratory vaccine strategy.

2.   Diversifying our pipeline portfolio by bringing to market innovative therapeutics based on mRNA-encoded gene editing enzymes.

3.   Accelerating growth by establishing manufacturing plants around the world.

4.   Building out our digital capabilities across the organization, including our commercial model.

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.

PSUs represented 25% of the overall grant date fair value of the equity package awarded to each of our Executive Committee members, including the CEO. For the CEO, the remaining 75% of his 2022 equity award was granted in stock options, and for the rest of the Executive Committee (other than executives hired during 2022), the annual award consisted of 50% stock options and 25% RSUs. 

 

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Overview of Compensation for Our Named Executive Officers

Below is a summary of our NEOs for 2022 and a brief overview of the executive compensation actions that were taken for each of these NEOs.

 

 

 

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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 the greatest possible impact to people through mRNA medicines.”

We believe that our compensation philosophy helps align our team around executing on our mission, which ultimately leads to greater stockholder value. All full-time 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:

2022 Say on Pay Vote and Stockholder Engagement

In 2022, 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 2022. For additional detail, see “Governance—Stockholder Engagement” above.

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 executives with our goal of aligning their interests with those of our stockholders. Our 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 the company has matured, our equity programs have evolved. In 2020, we introduced the ability for our executive team members (other than our CEO), to receive 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.

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In 2021, we introduced performance-based restricted stock units (PSUs) into our equity programs for our Executive Committee members. These PSUs generally 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, as described on page 37, 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. With the introduction of PSUs in 2021, the long-term incentive mix was prescribed for each of our Executive Committee members as described below.

 

Stock options and RSUs granted to our executive team in 2022 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 executives are incentivized to remain employed through the vesting period.

Our executive compensation program is also designed to incorporate sound practices for compensation governance as summarized below.

 

 

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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 “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.

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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 2022, 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 2022, 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 consultant’s independence to determine whether the consultant is independent and in 2022 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 2022 the Compensation Committee considered the following criteria:

 

Based on a review of the analysis prepared by Pay Governance, in October 2022 the Compensation Committee approved the updated compensation peer group below for the remainder of 2022 and 2023. The following peer group comprised of 15 companies was used to make the relevant compensation assessments for 2022, adding three companies that were not in the prior year’s peer group.

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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.

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.

Salary increases for Mr. Bancel, Dr. Hoge, Mr. Meline and Mr. Andres were reviewed and approved in February 2022, and were reflective of merit and market adjustments to better align their salaries to market, particularly in light of the Company’s increased scale. The salaries for Ms. Garay and Mr. Mock 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 2022 are set forth in the “Summary Compensation Table.”

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 the 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

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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 the Company’s 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.

2022 Corporate Objectives

In early 2022, 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 2023, the Compensation Committee completed its assessment of management’s achievement of these corporate objectives for 2022, and concluded that for these core corporate objectives, management performed at a level that merited funding the bonus pool for our executive team at 120%.

In making this assessment, the Compensation Committee made an adjustment on the two financial metrics in the scorecard relating to product sales and operating income, noting that due to the cancellation of orders by COVAX, which Moderna was prepared to

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deliver, performance for each of these metrics was below where it would have been, had COVAX followed through with its commitment to purchase several hundred million doses of our COVID-19 vaccine. The cancellation of orders by a significant customer for reasons outside the control of the Company, like COVAX, was identified at the beginning of the year as a factor that the Compensation Committee would take into consideration in assessing whether an adjustment was appropriate. The Compensation Committee did not factor in or adjust for other customers who deferred orders or declined to exercise options to purchase vaccines. In the absence of the adjustment for COVAX, the scorecard metrics would have indicated a 110% payout.

Set forth below is a summary of the scorecard and the Compensation Committee’s assessment of performance.

 

 

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2022 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 2022, our Board, acting on the recommendation of the Compensation Committee, set the target bonus for our CEO at 150% of salary (increased from 100%). The Compensation Committee set the target bonus for Dr. Hoge at 100% of salary (increased from 65%) and at 90% of salary for our other NEOs (increased from 60% for Messrs. Andres and Meline). These target bonuses for our NEOs were increased 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 2023, senior management and the Compensation Committee assessed the performance of individual executives for 2022. While no formal ranges for executive performance factors are established in advance, the Compensation Committee determined that in considering performance over the course of 2022, individual executive officers would receive an individual performance bonus factor between 90% and 120% for 2022.

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 2022 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 2022 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 2022 Summary Compensation Table on page 55 below.

 

2022 Executive Signing Bonuses

Mr. Mock and Ms. Garay received signing bonuses upon joining the Company. The values of their signing bonuses were set based on market data for executives of comparable caliber and experience, while also taking into account the value of annual cash bonuses that each of them would forfeit by leaving their former employers and equity awards that were imminently vesting prior to them joining Moderna. These awards were designed to provide incentives to Mr. Mock and Ms. Garay to take on the role of our Chief Financial Officer and Chief Commercial Officer, respectively.

Mr. Mock and Ms. Garay received gross cash payments of $1,000,000 and $1,500,000, respectively, within 30

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days after their hire dates. Both payments are subject to our clawback policy whereby the executive would be required to repay the bonus within one-week of his or her termination date if they resign or are terminated for Cause by the Company within a 24-month period of the payment date.

Long-Term Incentive Compensation

We view long-term incentive (LTI) 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, the Compensation Committee did not do so in 2022.

Our LTI program consists of three vehicles: (1) stock options, (2) RSUs and (3) PSUs. Stock options provide our team with a strong incentive to pursue growth that would result in stock price appreciation over the long-term. RSUs 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 are less dilutive to our stockholders because they require fewer shares than stock options to deliver the same dollar value of an award. PSUs only pay out in the event of meeting specific performance metrics, which generally focus on the achievement of pipeline goals for our development programs over a three-year performance program. For our CEO, 75% of his annual LTI award was delivered in stock options with the remaining 25% in PSUs. For the rest of the Executive Committee, the annual award consisted of 50% stock options, 25% RSUs and 25% PSUs. These stock options and RSUs have a four-year vesting schedule, with 25% vesting on the first anniversary of the grant date, and the remainder vesting ratably over the next 12 quarters. The PSUs have cliff vesting at the end of the 3-year performance period.

2022 Equity Awards

At its February 2022 meeting, 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 2022 annual equity awards for our NEOs below (other than Ms. Garay and Messrs. Gomez and Mock). The Board made this determination for our CEO upon the recommendation of the Compensation Committee.

Annual Equity Awards

In 2022, our CEO and other NEOs who were employed by us as of February 2022 received their annual equity awards as set forth in the table below. All PSUs granted to our NEOs in 2022 vest following the conclusion of the three-year performance period, which ends on December 31, 2024. 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 2022 to these NEOs vest, and become exercisable, over a four-year period, with 25% of the underlying shares vesting on the first anniversary of the grant date, and the remainder vesting ratably over the next 12 quarters.

The RSUs granted to our NEOs in 2022 also vest over a four-year period, with 25% of the underlying shares vesting on the first anniversary of the grant date, and the remainder vesting ratably over the next 12 quarters.

New Hire Equity Awards

Mr. Mock and Ms. Garay were each granted new hire equity awards upon joining the Company. The value for the new hire equity awards for Mr. Mock and Ms. Garay were set based upon market data for executives of comparable caliber and experience, while also taking into account the 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 Mr. Mock and Ms. Garay with an incentive to take on the role of our Chief Financial Officer and Chief Commercial Officer, respectively.

Ms. Garay and Mr. Mock 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 $6 million for Mr. Mock and $5 million for Ms. Garay. The stock options and RSUs granted to Mr. Mock and Ms. Garay have the same vesting schedules as the annual equity awards noted above, with grant dates on the fifth day of the month following the month of their start date.

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Equity Awards Granted in 2022

The target equity values below reflect the values approved by the Compensation Committee. The values included in the Summary Compensation and Grants of Plan-Based Awards tables reflect the grant date fair values calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718), which differ for these equity awards based on the fact that the number of underlying shares granted is calculated based upon a 20-day trailing average closing price for our stock immediately before the grant date. Therefore, those accounting values differ from the values included in this table. See “Equity-Related Policies and Practices—Equity Award Grant Policy.”

The equity awards granted to our NEOs in 2022 are set forth in the “Summary Compensation Table” and the “Grants of Plan-Based Awards for Fiscal Year 2022” table on page 58.

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 regular employees. These benefit plans include medical, dental, and life and disability insurance plans, as well as well-being and time off programs. We sponsor a portion of the premiums for health, life and disability insurance. Certain employees at the vice president level and above, including the NEOs, are eligible for additional long-term disability insurance coverage.

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 U.S. 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 2022, Mr. Meline was the only NEO that participated in the ESPP.

401(k) Savings Plan

We maintain a 401(k) plan that is tax-qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the Code), and is tax-exempt under Section 501(a) of the Code. Plan participants can defer eligible compensation subject to applicable Code limits. We provide a matching contribution of up to 4.5% (100% of employee contributions up to the first 3% of compensation, and then 50% of the next 3% of compensation). Once contributions are made, they are fully vested. 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. Contributions can also be made on a Roth basis.

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Limited Perquisites

We provided limited perquisites to our NEOs in 2022, consisting primarily of security services, relocation benefits, and increased long-term disability insurance coverage. We also reimburse certain commuting and lodging expenses for executives who have been hired remotely from our Cambridge headquarters. 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, beginning in 2020, 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 for certain executives in response to the ongoing, 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 set 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.

David Meline – Executive Retirement and Strategic Consulting Agreement

On April 10, 2022, Mr. Meline and the Company entered into an Executive Retirement and Strategic Consulting Agreement (the Retirement and Consulting Agreement) setting forth the terms of Mr. Meline’s voluntary retirement from the Company following the anticipated appointment of Mr. Gomez as the Company’s Chief Financial Officer. Following Mr. Gomez’s departure from the Company on May 10, 2022, as described above under “Overview of Compensation of Our Named Executive Officers—Jorge Gomez” and below under “—Jorge Gomez—Executive Separation Agreement and Release,” Mr. Meline agreed to continue as Chief Financial Officer of the Company, effective May 11, 2022. In connection with his continuation as Chief Financial Officer, on May 27, 2022, Mr. Meline and the Company entered into an Updated Executive Retirement and Strategic Consulting Agreement (the Updated Retirement and Consulting Agreement), which superseded the terms of the Retirement and Consulting Agreement. Pursuant to the Updated Retirement and Consulting Agreement, Mr. Meline agreed to continue as Chief Financial Officer of the Company until his voluntary retirement from the Company on December 31, 2022, or such earlier date that the Company’s successor Chief Financial Officer commenced employment (the Retirement Date).

Until the Retirement Date, Mr. Meline continued to receive his current base salary and benefits and continued to vest in any outstanding unvested equity. Mr. Meline agreed to provide consulting services for the Company after the Retirement Date to March 2, 2026 (the Strategic Consulting Period). In return for such services, and subject to Mr. Meline’s agreement to a general release and certain other standard terms and conditions, Mr. Meline will (a) continue to vest, through July 8, 2024, in (i) the unvested portions of his new hire equity award granted on July 6, 2020 and (ii) the stock options and RSUs awarded in connection with his 2021 annual equity grant issued on February 9, 2021; and (b) continue to vest, through March 2, 2026, in the unvested portions of his 2022 annual equity award granted on March 1, 2022. None of Mr. Meline’s equity was accelerated in connection with his retirement.

Further, the Company agreed to award Mr. Meline his 2022 annual bonus award at target, pro-rated to his dates of employment at the Company in 2022. Additionally, any options to purchase the Company’s common stock granted to Mr. Meline under the Moderna, Inc. 2018 Stock Option and Incentive Plan, to the extent vested, exercisable and outstanding at the end of the Strategic Consulting Period will remain exercisable through 12 months following the end of the Strategic Consulting Period (or until the original expiration date of such option, if earlier).

Following the appointment of Mr. Mock as the Company’s Chief Financial Officer, effective September 6, 2022, Mr. Meline retired as the Company’s Chief Financial Officer, and remained as a consultant to the Company pursuant to the terms of the Updated Retirement and Consulting Agreement. 

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Jorge Gomez – Executive Separation Agreement and Release

In connection with his departure from the role of Chief Financial Officer of the Company on May 10, 2022, Mr. Gomez was provided certain benefits under the Company’s Amended and Restated Executive Severance Plan, comprising (i) 12 months’ salary, totaling $700,000, and (ii) COBRA coverage for 12 months (the Severance Benefits). On May 13, 2022, Mr. Gomez and the Company entered into an Executive Separation Agreement and Release (the Separation Agreement). Pursuant to the terms of the Separation Agreement, the Company retains the right to terminate or suspend the Severance Benefits and to seek repayment of any and all payments and the value of any benefits made to Mr. Gomez or provided for his benefit under the Separation Agreement if, among other things, the Company determines in its sole discretion that Mr. Gomez is found to have engaged in any wrongdoing or is required to pay a fine, penalty or disgorgement in any investigation by Mr. Gomez’s former employer, Dentsply Sirona (Dentsply), or the SEC related to the public disclosure made by Dentsply on May 10, 2022 regarding an internal investigation into certain matters or any subsequent disclosure. In consideration for, among other terms, the Severance Benefits, Mr. Gomez agreed to a general release of claims against the Company. 

We are aware of Dentsply’s announcement on November 1, 2022, regarding the completion and findings of its internal investigation, which was undertaken by the Audit and Finance Committee of the Dentsply Board of Directors. We continue to monitor any future developments with respect to Mr. Gomez.

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 February 2023, following a review by our Compensation Committee, we updated the Executive Severance Plan to align to market practice by providing departing executives a full year bonus at target in the event of a qualifying termination, rather than pro-rating those bonuses based upon the number of completed months in the calendar year.

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 Messrs. Meline and Gomez (who are no longer employed by Moderna), 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):

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

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described above and subject to the execution and delivery of a separation agreement 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.

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

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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, 2022, each of Mr. Bancel, Dr. Hoge and Mr. Andres 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.

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

2022 Summary Compensation Table

The following table provides information regarding the total compensation awarded to, earned by, and paid to our NEOs 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.

Name and Principal Position(1)	Year		Salary	Non-Equity Plan Incentive Compensation			Bonus		Stock Awards(2)			Option Awards(2)		All Other Compensation			Total
Stéphane Bancel Chief Executive Officer	2022	$	1,423,077	$	2,700,000	$	—	$	3,597,152		$	10,791,857		$	851,562	$	19,363,648
	2021		990,385		1,500,000		—		3,750,000			11,250,000			665,354		18,155,739
	2020		945,673		—		1,900,000		—			9,000,000			1,009,602		12,885,275
James Mock Chief Financial Officer	2022		227,885		259,644		1,000,000		2,919,660			2,919,680			4,327		7,331,196
David Meline Former Chief Financial Officer	2022		426,497		—		428,055		1,918,342			1,918,533			76,718		4,768,145
	2021		616,962		560,000		—		2,000,000			2,000,000			59,312		5,236,274
	2020		334,616		—		339,344		—			8,600,000			—		9,273,960
Stephen Hoge, M.D. President	2022		953,846		1,440,000		—		3,117,492			3,117,579			17,735		8,646,652
	2021		684,808		819,000		—		3,000,000			3,000,000			299,624		7,803,432
	2020		617,366		—		621,000		1,000,000			3,000,000			24,930		5,263,296
Juan Andres President, Strategic Partnerships and Enterprise Expansion	2022		684,616		567,000		—		2,398,002			2,398,166			26,581		6,074,365
	2021		590,769		756,000		—		2,500,000			2,500,000			256,713		6,603,482
	2020		548,712		—		662,400		750,000			2,250,000			36,711		4,247,823
Arpa Garay Chief Commercial Officer	2022		458,462		508,932		1,500,000		2,502,713			2,502,742			203,303		7,676,152
Jorge Gomez Former Chief Financial Officer	2022		5,385		—		—		—			—			431,668		437,053(3)
(1) Mr. Mock was hired by the Company on September 6, 2022 and was not an NEO for 2020 or 2021. Ms. Garay was hired by the Company on May 31, 2022 and was not an NEO for 2020 or 2021. Mr. Gomez was hired by the Company on May 9, 2022 and was not an NEO for 2020 or 2021. (2) The amounts reported represent the aggregate grant date fair value of the RSUs, PSUs and stock options, respectively, awarded to our NEOs in the year ended December 31, 2022, calculated in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (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 equity awards reported in these columns are set forth in Note 14 to our Consolidated Financial Statements for the year ended December 31, 2022 included in our Annual Report. The amounts reported in these columns reflect the grant date fair value for each award, and, together, differ from the targeted amounts for these grants, due to the fact that a 20-day averaging convention is used for calculating the number of RSUs, PSUs and stock options granted. The amounts reported in this column reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by the NEO upon the exercise of the stock options or any sale of the underlying shares of common stock. (3) Mr. Gomez was involuntarily terminated from the Company on May 10, 2022, shortly after commencing employment with the Company. No bonus was paid to Mr. Gomez and he was not granted any equity awards. He was entitled to severance payments under the Amended and Restated Executive Severance Plan. See “Jorge Gomez—Executive Separation Agreement and Release” above at page 52.

 

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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 Mr. Mock and Ms. Garay, whose salaries were fixed $750,000 and $800,000, respectively, upon hiring) were approved in February 2022 as follows: Mr. Bancel (50%, to $1,500,000), Mr. Meline (13%, to $700,000), Dr. Hoge (43%, to $1,000,000), and Mr. Andres (17%, to $700,000). 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 2022 and 2021, as applicable, 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 2022 were 150% of salary for our CEO, 100% of salary for our President, and 90% of salary for our other NEOs. The non-equity incentive plan compensation paid to Ms. Garay and Mr. Mock was pro-rated due to their being employed for only part of the year. For more information, see “Short-Term Incentive Compensation” above.

Bonus

The amounts reported represent annual bonuses earned by our NEOs for services performed in 2020, as applicable, based on the achievement of Company and individual performance objectives. For more information, see “Short-Term Incentive Compensation” above.

For Mr. Mock and Ms. Garay, the 2022 “Bonus” amount represents amounts received as a signing bonus in connection with each executive’s hiring. These signing bonuses are subject to a clawback if the executive voluntarily departs the Company or is dismissed for cause within two years of the payment of the signing bonus.

For Mr. Meline, the 2022 “Bonus” amount represents amounts received under the terms of his Executive Retirement and Strategic Consulting Agreement, pursuant to which Mr. Meline was paid a bonus at target, pro-rated for his time as Chief Financial Officer during 2022.

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, 2022 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. The award amounts reflect annual equity awards for all NEOs other than Mr. Mock and Ms. Garay, for whom the amounts reflect the value of RSUs granted as new hire equity awards. For the PSUs, the amounts reported assume probable achievement at target 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 - $7,194,304; Mr. Meline - $1,918,342; Dr. Hoge - $3,117,492; and Mr. Andres - $2,398,002.

Option Awards

The amounts reported represent the aggregate grant date fair value of the stock options awarded to the NEOs during 2022, 2021 and 2020, 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, 2022 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 reflect annual equity awards to the NEOs, other than for Mr. Mock and Ms. Garay, where the amounts reflect their new hire equity awards.

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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:

•	401(k) Match: Represents matching contributions to the 401(k) account for the named executive officer.
•	Relocation/Relocation Tax Expenses: Represents benefits paid on behalf of Ms. Garay and Mr. Gomez in connection with their relocation to the Boston area to begin employment with Moderna, and related tax gross-up payments for such expenses.
•	Severance: Represents amounts paid to Mr. Gomez pursuant to the Executive Severance Plan and in connection with his involuntary departure from the Company (see “Jorge Gomez—Executive Separation Agreement and Release,” above).
•	Commuting & Lodging / Commuting & Lodging Tax Expenses: Represents amounts paid for commuting and lodging expenses for Mr. Meline and Ms. Garay (prior to her relocation) in connection with travel to our Cambridge office, and related tax gross-up payments for such expenses.
•	Security: Represents incremental costs borne by the Company for the provision of security services to the NEOs or members of their household in response to a heightened threat environment in connection with production of our COVID-19 vaccine. The Company considers the personal safety of the CEO and other NEOs to be of the utmost importance to the Company and its stockholders.
•	Additional LTD Insurance Coverage: Represents the amount of premiums paid on behalf of the NEO for supplemental long-term disability coverage, which we offer to executives at the Vice President level and above.

 

Name		401(k) Match			Relocation			Relocation Tax Expenses			Severance			Commuting & Lodging			Commuting & Lodging Tax Expenses			Security			Additional LTD Insurance Coverage			Total
Stéphane Bancel		$	10,477		$	—		$	—		$	—		$	—		$	—		$	834,690		$	6,395		$	851,562
James Mock			4,327			—			—			—			—			—			—			—			4,327
David Meline			10,733			—			—			—			31,067			33,980			938			—			76,718
Stephen Hoge, M.D.			9,704			—			—			—			—			—			8,031			—			17,735
Juan Andres			10,685			—			—			—			—			—			7,938			7,958			26,581
Arpa Garay			13,725			91,824			70,506			—			15,164			12,084			—			—			203,303
Jorge Gomez			—			500			399			430,769			—			—			—			—			431,668

 

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Grants of Plan-Based Awards for Fiscal Year 2022

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 2022. For a description of the types of awards indicated below, please see our “Compensation Discussion and Analysis” above.

						Estimated Future Payouts Under Performance Share Units (#)(2)						Restricted		Stock		Stock Option			Grant Date
Name		Grant Date(1)		Award Type		Threshold		Target		Maximum		Stock Units (#)(3)		Options (#)(4)		Exercise Price(5)			Fair Value of Awards(6)
Stéphane Bancel		March 1, 2022		Annual Equity										146,364		$	149.52		$	10,791,857
		March 1, 2022		Annual Equity		12,027		24,058		48,116										3,597,152
James Mock		October 5, 2022		New Hire Equity										43,876			125.62			2,919,680
		October 5, 2022		New Hire Equity								23,242								2,919,660
David Meline		March 1, 2022		Annual Equity										26,020			149.52			1,918,533
		March 1, 2022		Annual Equity								6,415								959,171
		March 1, 2022		Annual Equity		3,206		6,415		12,830										959,171
Stephen Hoge, M.D.		March 1, 2022		Annual Equity										42,282			149.52			3,117,579
		March 1, 2022		Annual Equity								10,425								1,558,746
		March 1, 2022		Annual Equity		5,212		10,425		20,850										1,558,746
Juan Andres		March 1, 2022		Annual Equity										32,525			149.52			2,398,166
		March 1, 2022		Annual Equity								8,019								1,199,001
		March 1, 2022		Annual Equity		4,009		8,019		16,038										1,199,001
Arpa Garay		June 5, 2022		New Hire Equity										34,766			137.15			2,502,742
		June 5, 2022		New Hire Equity								18,248								2,502,713
Jorge Gomez(7)		—		—																—

(1)	All annual equity grants were approved by the Compensation Committee on February 8, 2022, with a grant date of March 1, 2022, for annual stock option, RSU and PSU grants (the second trading day following the filing of our Annual Report 10-K with the SEC). The new hire award for Mr. Mock, which was approved by the Compensation Committee on July 21, 2022, had a grant date of October 5, 2022, consistent with the Company’s grant date convention for new hires under the Company’s Equity Award Grant policy as then in effect. The new hire equity award for Ms. Garay was approved by the Compensation Committee on April 22, 2022, with a grant date of June 5, 2022, consistent with the Company’s grant date convention for new hires under the Company’s Equity Award Grant policy.
(2)	Each PSU is subject to vesting upon a determination by the Compensation Committee that the goals thereunder have been met. This determination is expected to be made within two-and-a-half months of the conclusion of the performance period, which ends on December 31, 2024.
(3)	Each RSU is subject to time-based vesting, as described in the footnotes to the “Outstanding Equity Awards at 2022 Year-End Table” below.
(4)	Each stock option is subject to time-based vesting, as described in the footnotes to the “Outstanding Equity Awards at 2022 Year-End Table” below.
(5)	Based upon the closing price of our common stock as reported on the Nasdaq Global Select Market on the date of grant.
(6)	The amounts reported represent the aggregate grant date fair value of the stock options, RSUs and PSUs, as applicable, awarded to the NEOs during 2022, 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, RSUs and PSUs, as applicable, reported in this column are set forth in Note 14 to our Consolidated Financial Statements for the year ended December 31, 2022 included in our Annual Report. The amounts reported in this column reflect the aggregate accounting cost for these equity awards, and do not correspond to the actual economic value that may be received by the NEOs upon the exercise of the stock options, the vesting/settlement of the RSUs or PSUs or any sale of the underlying shares of common stock. The grant date fair value of PSUs is based on probable achievement of the performance metrics at target.
(7)	Mr. Gomez’s employment with the Company was terminated prior to the date when his new hire equity awards would have been granted, and no equity grants were made to Mr. Gomez in connection with his employment.

 

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Outstanding Equity Awards at 2022 Year-end

The table below sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2022.

Name		Grant Date(1)		Award Type		First Vesting Date		Number Exercisable/ Vested			Number Unexercisable/ Unvested		Option Exercise Price				Option Expiration Date			Market Value(2)
Stéphane Bancel		8/19/2013		Options		8/10/2016		2,027,155	(3)		—			$	0.99		8/19/2023		$	362,110,698
		2/23/2016		Options		2/23/2017		688,073	(3)		—				10.90		2/23/2026			116,091,677
		8/10/2016		Options		8/10/2016		558,394	(3)		—				19.15		8/10/2026			89,605,485
		8/10/2016		Options		8/10/2016		193,321	(3)		—				19.15		8/10/2026			31,022,221
		2/23/2017		Options		2/22/2018		642,201	(3)		—				12.21		2/23/2027			107,510,869
		2/28/2018		Options		2/28/2019		831,421	(5)		86,010	(5)			14.22		2/28/2028			151,743,087
		12/6/2018		Options		6/13/2020		2,006,874	(6)		2,580,281	(6)			23.00		12/6/2028			718,440,216
		3/8/2019		Options		3/8/2020		556,492	(4)		37,100	(4)			20.93		3/8/2029			94,197,114
		2/28/2020		Options		2/28/2021		443,080	(4)		201,400	(4)			25.93		2/28/2030			99,050,131
		2/9/2021		Options		2/9/2022		63,045	(4)		81,060	(4)			179.52		2/9/2031			14,411
		3/5/2021		PSUs				—			28,368	(9)			—					5,095,460
		3/1/2022		Options		3/1/2023		—			146,364	(4)			149.52		3/1/2032			4,405,556
		3/1/2022		PSUs				—			24,058	(10)			—					4,321,298
																				1,738,608,223
James Mock		10/5/2022		Options		10/5/2023		—			43,876	(4)			125.62		10/5/2032			2,369,304
		10/5/2022		RSUs		10/5/2023		—			23,242	(4)			—					4,174,728
																				6,544,032
David Meline		7/6/2020		Options		7/6/2021		152,607	(4)		118,696	(4)			59.15		3/2/2027			32,683,872
		2/9/2021		Options		2/9/2022		11,207	(4)		9,607	(4)			179.52		3/2/2027			2,081
		2/9/2021		RSUs		2/9/2022		—			2,089	(4)			—					375,226
		3/5/2021		PSUs				—			4,235	(9)			—					760,691
		3/1/2022		Options		3/1/2023		—			26,020	(4)			149.52		3/2/2027			783,202
		3/1/2022		RSUs		3/1/2023		—			6,415	(4)			—					1,152,262
		3/1/2022		PSUs				—			6,415	(10)			—					1,152,262
																				36,909,596
Stephen Hoge, M.D.		8/10/2016		Options		8/10/2016		223,357	(3)		—				19.15		8/10/2026			35,842,098
		8/10/2016		Options		8/10/2016		96,660	(3)		—				19.15		8/10/2026			15,511,030
		2/23/2017		Options		2/22/2018		458,715	(3)		—				12.21		2/23/2027			76,793,478
		10/3/2017		Options		10/3/2018		1,720,180	(7)		114,682	(7)			12.21		10/3/2027			307,174,247
		2/28/2018		Options		2/27/2019		412,844	(3)		—				14.22		2/28/2028			68,284,398
		3/8/2019		Options		3/8/2020		317,994	(4)		21,201	(4)			20.93		3/8/2029			53,826,855
		2/28/2020		Options		2/28/2021		147,692	(4)		67,134	(4)			25.93		2/28/2030			33,016,608
		2/28/2020		RSUs		2/28/2022		—			12,053	(8)			—					2,164,960
		2/9/2021		Options		2/9/2022		16,812	(4)		21,616	(4)			179.52		2/9/2031			3,843
		2/9/2021		RSUs		2/9/2022		—			4,701	(4)			—					844,394
		3/5/2021		PSUs				—			11,347	(9)			—					2,038,148
		3/1/2022		Options		3/1/2023		—			42,282	(4)			149.52		3/1/2032			1,272,688
		3/1/2022		RSUs		3/1/2023		—			10,425	(4)			—					1,872,539
		3/1/2022		PSUs				—			10,425	(10)			—					1,872,539
																				600,517,825

 

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Name		Grant Date(1)		Award Type		First Vesting Date		Number Exercisable/ Vested			Number Unexercisable/ Unvested		Option Exercise Price				Option Expiration Date			Market Value(2)
Juan Andres		3/8/2019		Options		3/8/2020		187,125	(4)		15,900	(4)		$	20.93		3/8/2029		$	32,218,037
		2/28/2020		Options		2/28/2021		110,770	(4)		50,350	(4)			25.93		2/28/2030			24,762,533
		2/28/2020		RSUs		2/28/2022		—			9,040	(8)			—					1,623,765
		2/9/2021		Options		2/9/2022		14,009	(4)		18,014	(4)			179.52		2/9/2031			3,202
		2/9/2021		RSUs		2/9/2022		—			3,918	(4)			—					703,751
		3/5/2021		PSUs				—			9,456	(9)			—					1,698,487
		3/1/2022		Options		3/1/2023		—			32,525	(4)			149.52		3/1/2032			979,003
		3/1/2022		RSUs		3/1/2023		—			8,019	(4)			—					1,440,373
		3/1/2022		PSUs				—			8,019	(10)			—					1,440,373
																				64,869,524
Arpa Garay		6/5/2022		Options		6/5/2023		—			34,766	(4)			137.15		6/5/2032			1,476,512
		6/5/2022		RSUs		6/5/2023		—			18,248	(4)			—					3,277,706
																				4,754,218
Jorge Gomez(11)		—		—																—
(1) Equity awards granted prior to December 6, 2018 are subject to the terms of our 2016 Stock Option and Grant Plan, as amended from time to time (the 2016 Stock Plan), and equity awards granted on or after December 6, 2018 are subject to the terms of our 2018 Stock Plan. (2) Market value reflects the value of the applicable equity award, including both vested and unvested portions, based upon the closing price for the Company’s common stock on December 30, 2022 of $179.62. (3) The shares subject to the option are fully vested. (4) 25% of the shares subject to the equity award vest on the first anniversary of the grant date and the remaining 75% vest in 12 equal quarterly installments thereafter, generally subject to the NEO’s continuous service relationship with the Company through each applicable vesting date. (5) This option grant vests in three tranches. The first tranche, consisting of 50% of the underlying shares, vests as follows: 25% of this tranche vested on the first anniversary of the grant date, and the remainder vests in 12 equal quarterly installments thereafter. The second tranche, consisting of 25% of the underlying shares, vests as follows: 25% of this tranche vested on the second anniversary of the grant date, and the remainder vests in 12 equal quarterly installments thereafter. The third tranche, consisting of 25% of the underlying shares, vests as follows: 25% of this tranche vests on the third anniversary of the grant date, and the remainder will vest in 12 equal quarterly installments thereafter. Vesting is generally subject to Mr. Bancel’s continuous employment with the Company through the applicable vesting date. (6) This option grant vests in two tranches. The first tranche, consisting of 50% of the underlying shares, vests as follows: 25% of this tranche vested on June 13, 2020 (573,394 shares), and the remainder of this tranche will vest in 12 equal quarterly installments (143,348 shares each) thereafter. The second tranche, consisting of 50% of the underlying shares (2,436,933 shares), will vest on June 13, 2023. Vesting is generally subject to Mr. Bancel’s continuous employment with the Company through the applicable vesting date. (7) 50% of the shares (917,432 shares) subject to the option vest over four years in accordance with the following schedule: 25% of such shares vest on the first anniversary of the grant date and the remaining 75% of such shares vest in 12 equal quarterly installments thereafter. 25% of the shares (458,715 shares) subject to the option vest over five years in accordance with the following schedule: 25% of such shares vest on the second anniversary of the grant date and the remaining 75% of such shares vest in 12 equal quarterly installments thereafter. 25% of the shares (458,715 shares) subject to the option vest over six years in accordance with the following schedule: 25% of such shares vest on the third anniversary of the grant date and the remaining 75% of such shares vest in 12 equal quarterly installments thereafter. Vesting is generally subject to Dr. Hoge’s continuous employment with the Company through the applicable vesting date. (8) 50% of the shares subject to the equity award vest on the second anniversary of the grant date and the remaining 50% vest in 8 equal quarterly installments thereafter, generally subject to the NEO’s continuous service relationship with the Company through each applicable vesting date. (9) The shares subject to the equity award are scheduled to vest within two and a half months of the conclusion of the performance period, which ends on December 31, 2023, and following a determination by the Compensation Committee on whether the performance criteria have been satisfied; if an NEO remains employed for at least one year of the performance period, he or she will be entitled to a pro rata award based upon time employed, subject to satisfaction of the performance criteria. (10) The shares subject to the equity award are scheduled to vest within two and a half months of the conclusion of the performance period, which ends on December 31, 2024, and following a determination by the Compensation Committee on whether the performance criteria have been satisfied; if an NEO remains employed for at least one year of the performance period, he or she will be entitled to a pro rata award based upon time employed, subject to satisfaction of the performance criteria. See page 37 for details on the performance conditions for the 2022 PSU grants. (11) Mr. Gomez’s employment with the Company was terminated prior to the date when his new hire equity awards would have been granted, and no equity grants were made to Mr. Gomez in connection with his employment.

 

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Option Exercises and Stock Vested in Fiscal Year 2022

The following table sets forth the number of shares acquired and the value realized upon exercises of stock options and vesting of RSUs during the fiscal year ended December 31, 2022 by each of our NEOs.

	Option Awards				Stock Awards
	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)(1)			Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(2)
Stéphane Bancel	2,560,000	$	392,583,580		—	$	—
James Mock	—		—		—		—
David Meline	—		—		2,436		381,126
Stephen Hoge, M.D.	364,403		56,523,358		30,166		4,584,377
Juan Andres	80,000		11,467,901		22,929		3,485,948
Arpa Garay	—		—		—		—
Jorge Gomez	—		—		—		—
(1) The value realized upon the exercise of option awards is calculated as the difference between the market price of the underlying security at exercise and the exercise price of the options. (2) The value realized upon the vesting of stock awards is calculated based on the closing market price of a share of our common stock on the day of vesting.

All stock option exercises shown in the table above were conducted pursuant to 10b5-1 plans. For as long as they are executives, our NEOs are required to conduct any trades, including stock option exercises, pursuant to 10b5-1 plans. These plans require that the executive commit to a trading plan in advance and at a time when the Company is in an open trading window under the Company’s Insider Trading Policy.

The stock option exercises shown above for Mr. Bancel were all exercises of a stock option award that was granted in August 2013 and that will expire in August 2023. In May 2022, Mr. Bancel announced his intention to fully exercise the award, exercising 40,000 options each Wednesday and Thursday under a 10b5-1 plan until it is fully exercised. Mr. Bancel has committed to contributing the after-tax proceeds from the option exercise to charitable causes. Mr. Bancel’s announcement regarding the exercise of the stock option and the contribution of the proceeds to charitable causes can be found in the Current Report on Form 8-K filed by Moderna with the SEC on May 24, 2022.

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Potential Payments on Termination or Change in Control

Our Executive Severance Plan, as described above, provides for certain payments and benefits in the event of certain qualifying terminations of employment, including qualifying terminations of employment in connection with a change in control of the Company.

The table below quantifies the potential payments and benefits that would have become due to our NEOs (other than Mr. Meline and Mr. Gomez), assuming that a qualifying termination occurred on December 31, 2022. Mr. Meline and Mr. Gomez were not eligible to receive any payments or benefits in the event of a termination on December 31, 2022 as they were no longer employed by the Company as of that date. See “David Meline—Executive Retirement and Strategic Consulting Agreement,” and “Jorge Gomez—Executive Separation Agreement and Release” above for details related to arrangements concerning their respective departures from the Company.

In the event of termination due to death or disability, each of our named executive officers would be eligible to have any outstanding but unvested equity accelerate on the same terms as other employees, up to a cap of $500 million. For each named executive officer, the value of such equity as of December 31, 2022 would have been the same as is shown under “Accelerated Equity Vesting” under “Qualifying Termination in Connection with a Change of Control” below.

The closing market price of a share of our common stock on December 30, 2022 (the last trading day of 2022) was $179.62.

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Equity Compensation Plan Information

The following table provides information as of December 31, 2022 with respect to shares of our common stock that may be issued under our existing equity compensation plans.

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CEO Pay Ratio

We present below the ratio of annual total compensation of our median compensated employee to the annualized total compensation of Mr. Bancel, calculated in accordance with Item 402(u) of Regulation S-K.

In identifying our median employee, we reviewed the compensation of our entire employee population of approximately 3,900 global employees as of December 31, 2022. In performing this analysis, we identified the median employee based on actual base pay during 2022, plus all cash bonuses, overtime pay and equity awards received/granted during the year. After identifying the median employee, we then determined the cash bonus for 2022 (paid in 2023), as well as other benefits such as 401(k) match, in the same method used to calculate and report Mr. Bancel’s compensation.

The 2022 total compensation for Mr. Bancel, as reported above in the 2022 Summary Compensation Table on page 55 was $19,363,648, which reflects all elements of his compensation as determined under Item 402 of Regulation S-K. The 2022 annual total compensation as determined under Item 402 of Regulation S-K for our median employee, who is employed as a Principal Research Associate, was $163,293.

The ratio of Mr. Bancel’s total compensation to our median employee’s total annual compensation for fiscal year 2022 is 119 to 1.

Pay Versus Performance

The following table reports the compensation of our CEO (our Principal Executive Officer, or PEO) and the average compensation of the other Named Executive Officers (Other NEOs) as reported in the Summary Compensation Table in our proxy statements for the past three years, as well as their “compensation actually paid” (CAP), as calculated pursuant to recently adopted SEC rules and certain performance measures required by the rules. The CAP values included in the table below reflect a new measure of compensation which is a combined realizable and realized pay measure predicated on fair value. The grant date fair values included in the Summary Compensation Table (SCT) have been replaced with fair values reflecting the change in value of equity awards during the fiscal year. The calculations do not reflect the actual sale of stock underlying equity awards or the exercise of stock options by the executive.

Year(1) (a)		Summary Compensation Table Total for PEO (b)			Compensation Actually Paid to PEO(2) (c)			Average SCT Total for Other NEOs (d)			Average Compensation Actually Paid to Other NEOs(2) (e)			Value of Initial Fixed $100 Investment Based on:			Net Income (millions) (h)	Company-Selected Measure [Product Sales](4)(5) (millions) (i)
														Moderna TSR (f)		Peer Group(3) TSR (g)
2022		$	19,363,648		$	(306,219,630)		$	5,822,260		$	(8,967,479)		$	918	$ 111	$ 8,362	$ 18,435
2021			18,155,739			793,044,894			8,256,157			67,035,028			1,298	125	12,202	17,675
2020			12,855,275			469,967,605			5,286,409			54,985,594			534	126	(747)	200

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2022 – Juan Andres, Arpa Garay, Jorge Gomez, Stephen Hoge, David Meline and James Mock

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2021 – Juan Andres, Stephen Hoge, Shannon Klinger, David Meline and Corinne LeGoff

•

2020 – Juan Andres, Stephen Hoge, Lorence Kim, David Meline and Tal Zaks

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Supplemental Graphs & Narratives

Description of the relationship between Moderna’s TSR and peer group TSR

Descriptions of the relationships between Compensation Actually Paid (CAP) and financial measures for the PEO and the average of the Other NEOs

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1. TSR: Company versus Peer Group

TSR for our peer group is based on the Nasdaq Biotechnology Index, which reflects the Company’s industry sector and is also the peer group used in our Annual Report on Form 10-K.

Moderna significantly outperformed peers during this period, reflecting our rapid shift to a commercial company as we developed one of the earliest COVID-19 vaccines during the pandemic. The COVID-19 vaccine was Moderna’s first commercial product when it was authorized for emergency use in the U.S. in December 2020, followed quickly by authorization or approval in markets globally.

Although our stock price declined at the end of 2022 compared to the prior year, our three-year TSR is significantly higher than peers. We anticipate that the ongoing advancement of our clinical pipeline will continue to build value for investors, which will be reflected in our stock price.

2. CAP versus Company TSR

Equity awards are the largest component of our executive compensation program, representing no less than 70% of the target total compensation for each of our executives. Therefore, TSR has a significant impact on our CAP, particularly for executives who have been with us for several years and who have multiple years of outstanding equity awards. The impact is more pronounced for our CEO/PEO, given the heavier weighting of stock options as part of his compensation versus the Other NEOs (75% vs. 50%) and the larger size of his annual equity awards.

Prior to our development of the COVID-19 vaccine early in 2020, our executive team was granted equity awards at then-prevailing stock prices. From the time of our IPO in December 2018 through early February 2020—when we completed the first batch of our COVID-19 vaccine for testing—our stock price fluctuated between a low of $11.54 and a high of $29.79. Equity awards granted to our executive team prior to the development of our COVID-19 vaccine increased significantly in value during 2021, a year in which our closing stock price on December 31, 2021 was $253.98. 

Several of the Other NEOs who were with Moderna prior to the pandemic have since retired or left the Company. As Other NEOs have joined Moderna and been granted equity awards at higher stock prices, the impact of stock price changes for these newer executives has been less pronounced. Due to the significant weighting of equity in our compensation programs, the decline in our stock price between the end of 2021 and 2022 has resulted in negative CAP for our PEO and Other NEOs.

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3. CAP versus Net Income

Our stock price appreciated significantly during 2020 as we announced positive milestones in connection with the development of our COVID-19 vaccine and in anticipation of our delivering on the promise of mRNA medicine. COVID-19 vaccines were the first medicine using mRNA technology, and prior to their launch many questioned the ability to develop medicines using mRNA. While we recognized our initial sales to the U.S. and Canadian governments in the last few weeks of 2020, we incurred significant costs during the year to produce the vaccine and to prepare for global distribution. As a result, we experienced a loss in 2020, but experienced a significant growth in net income for 2021. 2022 also saw positive net income, but a decline from the prior year.

4. CAP versus Company Selected Metric (CSM) – Product Sales from COVID-19 Vaccines

The most heavily weighted factor in Moderna’s corporate scorecard with respect to Moderna’s annual bonus plan is our product sales. Product sales from our COVID-19 vaccine are our primary source of revenue and are key to funding our operations and ongoing investments in the rest of our research and development pipeline. Most of our other scorecard goals are tied to advancing our product pipeline.

Our product sales increased significantly during 2021 with the sale of our first commercial product, the COVID vaccine, during the global pandemic. Our product sales increased by an additional 4% between 2021 and 2022, but as the COVID pandemic shifts to an endemic phase, we expect to see a decline in revenues in 2023 compared to 2021 and 2022. We believe that our ongoing investments in advancing our pipeline will lead to future revenues, and that this will in turn lead to shareholder value creation that will be reflected in our stock price.

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Other Compensation Policies and Practices

 

Tax and Accounting Considerations

 

Deductibility of Executive Compensation

Generally, Section 162(m) of the Code (Section 162(m)) disallows a federal income tax deduction for public corporations of remuneration in excess of $1 million paid in any fiscal year to certain specified executive officers. Subject to certain transition rules which apply to remuneration provided pursuant to written binding contracts which were in effect on November 2, 2017, and which are not subsequently modified in any material respect and certain transition relief for newly public companies, for taxable years beginning after December 31, 2017, the exemption from the deduction limit for “performance-based compensation” is no longer available. Consequently, for fiscal years beginning after December 31, 2017, all remuneration in excess of $1 million paid to a specified executive will not be deductible unless it qualifies for the transition relief described above.

In designing our executive compensation program and determining the compensation of our executive officers, including our NEOs, the Compensation Committee considers a variety of factors, including the potential impact of the Section 162(m) deduction limit. However, the Compensation Committee will not necessarily limit executive compensation to that which is or may be deductible under Section 162(m). The deductibility of some types of compensation depends upon the timing of an executive officer’s vesting or exercise of previously granted rights. Further, interpretations of and changes in the tax laws, and other factors beyond the Compensation Committee’s control also affect the deductibility of compensation. The Compensation Committee will consider various alternatives to preserving the deductibility of compensation payments and benefits to the extent consistent with its compensation goals.

To maintain flexibility to compensate our executive officers in a manner designed to promote our short-term and long-term corporate goals, the Compensation Committee has not adopted a policy that all compensation must be deductible. The Compensation Committee believes that our stockholders’ interests are best served if its discretion and flexibility in awarding compensation is not restricted in order to allow such compensation to be consistent with the goals of our executive compensation program, even though some compensation awards may result in non-deductible compensation expense.

 

Accounting for Stock-Based Compensation

We follow the Financial Accounting Standard Board’s Accounting Standards Codification Topic 718 (FASB ASC Topic 718) for our stock-based compensation awards. FASB ASC Topic 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and non-employee members of our Board of Directors, including stock options to purchase shares of our common stock and other stock awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards.

 

Taxation of “Parachute” Payments

Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the company that exceeds certain prescribed limits, and that the company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We have not agreed to provide any executive officer, including any NEO, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Sections 280G or 4999 of the Code.

 

Section 409A of the Internal Revenue Code

Section 409A of the Code imposes additional significant taxes in the event that an executive officer, director or service provider receives “deferred compensation” that does not satisfy the requirements of Section 409A of the Code. Although we do not maintain a traditional nonqualified deferred compensation plan, Section 409A of the Code does apply to certain severance arrangements, bonus arrangements and equity awards. We structure all our severance arrangements, bonus arrangements and equity awards in a manner to either avoid the application of Section 409A or, to the extent doing so is not possible, to comply with the applicable requirements of Section 409A of the Code.

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Compensation and Talent Committee Report

The information contained in this Compensation and Talent Committee Report shall not be deemed to be soliciting material or to be filed with the Securities and Exchange Commission, subject to Regulations 14A or 14C of the Securities Exchange Act of 1934, as amended (the Exchange Act), or subject to the liabilities of Section 18 of the Exchange Act. No portion of this Compensation and Talent Committee Report shall be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the Securities Act) or the Exchange Act, through any general statement incorporating by reference in its entirety the proxy statement in which this report appears, except to the extent that Moderna specifically incorporates this report or a portion of it by reference. In addition, this report shall not be deemed filed under either the Securities Act or the Exchange Act.

The Compensation and Talent Committee has reviewed and discussed the section captioned “Compensation Discussion and Analysis” with management. Based on such review and discussions, the Compensation and Talent Committee recommended to the Board of Directors that this “Compensation Discussion and Analysis” section be included in this proxy statement.

Respectfully submitted by the members of the Compensation and Talent Committee of the Board of Directors:

Stephen Berenson (Chairperson)

François Nader

Elizabeth Tallett

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Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information known to us regarding beneficial ownership of our common stock as of March 8, 2023, or as of the date otherwise set forth below, for:

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Under those rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. Except as noted by footnote, and subject to community property laws where applicable, we believe, based on the information provided to us, that the persons and entities named in the table below have sole voting and investment power with respect to all common stock shown as beneficially owned by them.

The percentage of beneficial ownership in the table below is based on 385,677,955 shares of common stock outstanding as of March 8, 2023. The table shown below and the calculated percentage of beneficial ownership includes shares owned by each stockholder and all stock options held by such stockholder that are either currently vested or will be vested within 60 days of March 8, 2023. Further details are provided in the footnotes section below the table.

 

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(1)	Unless otherwise indicated, the address for each beneficial owner is c/o Moderna, Inc., 200 Technology Square, Cambridge, MA 02139.
(2)	The shares reported herein consist of (a) 5,411,946 shares held directly by Stéphane Bancel, (b) 6,564,880 shares held by OCHA LLC (OCHA), (c) 9,050,372 shares held by Boston Biotech Ventures, LLC (BBV), and (d) 7,545,052 shares of common stock underlying outstanding stock options that are or will be immediately exercisable within 60 days of March 8, 2023. Mr. Bancel is the controlling unit holder and sole managing member of each of OCHA and BBV.
(3)	Consists of (a) 2,187,209 shares of common stock held by Noubar B. Afeyan, Ph.D., (b) 164,934 shares of common stock underlying stock options held by Dr. Afeyan that are or will be immediately exercisable or vest within 60 days of March 8, 2023, (c) 10,801,059 shares of common stock held by Flagship Ventures Fund IV, L.P. (Flagship Fund IV), (d) 2,081,760 shares of common stock held by Flagship Ventures Fund IV-Rx, L.P. (Flagship Fund IV-Rx, together with Flagship Fund IV collectively the Flagship Funds), (e) 3,924 shares of common stock held by Flagship Pioneering, Inc. (Flagship Pioneering), and (f) 33,116 shares of common stock underlying stock options held by Flagship Pioneering that are or will be immediately exercisable within 60 days of March 8, 2023. Flagship Ventures Fund IV General Partner LLC (Flagship Fund IV GP) is the general partner of each of the Flagship Fund IV and Flagship Fund IV-Rx. Dr. Afeyan is the sole manager of Flagship Fund IV GP and CEO and sole stockholder of Flagship Pioneering and may be deemed to have voting and investment power with respect to all shares held by the Flagship Funds and Flagship Pioneering.
(4)	Consists of (a) 11,466,961 shares held by Robert Langer, (b) 14,132 shares held by Michael D. Langer Irrevocable Trust u/d/t dated 12/14/95, (c) 14,132 shares held by Susan K. Langer Irrevocable Trust u/d/t dated 12/14/95, (d) 14,132 shares held by Samuel A. Langer Irrevocable Trust u/d/t dated 12/14/95, and (e) 293,502 shares of common stock underlying outstanding stock options that are or will be immediately exercisable or vest within 60 days of March 8, 2023.
(5)	Consists of (a) 1,630,460 shares held by Stephen Hoge, (b) 151,933 shares held by a trust for the benefit of Dr. Hoge’s spouse and children, of which his spouse is a trustee, (c) 4,116 shares held by Valhalla LLC, and (d) 3,499,194 shares of common stock underlying outstanding stock options that are or will be immediately exercisable within 60 days of March 8, 2023. Dr. Hoge disclaims beneficial ownership of the shares held in the trust.
(6)	Consists of (a) 703 shares held, (b) 370,407 shares held by Paul Sagan Revocable Trust, (c) 76,452 shares held by The Chatham Trust, (d) 14,951 shares held by Erwin Park LLC, and (e) 119,185 shares of common stock underlying outstanding stock options that are or will be immediately exercisable or vest within 60 days of March 8, 2023.
(7)	Consists of (a) 15,166 shares held and (b) 332,006 shares of common stock underlying outstanding stock options held by Juan Andres that are or will be immediately exercisable within 60 days of March 8, 2023.
(8)	Consists of (a) 4,081 shares held and (b) 205,833 shares of common stock underlying outstanding stock options held by David Meline exercisable within 60 days of March 8, 2023.
(9)	Consists of (a) 20,801 shares held by Stephen Berenson and Louise Barzilay, Joint Tenants with Right of Survivorship, and (b) 164,250 shares of common stock underlying outstanding stock options or unvested RSUs held by Mr. Berenson that are or will be immediately exercisable or vest within 60 days of March 8, 2023.
(10)	Consists of (a) 20,607 shares held and (b) 62,275 shares of common stock underlying outstanding stock options held by François Nader that are or will be immediately exercisable or vest within 60 days of March 8, 2023.
(11)	Consists of (a) 703 shares held and (b) 44,278 shares of common stock underlying outstanding stock options or unvested RSUs held by Sandra Horning that are or will be immediately exercisable or vest within 60 days of March 8, 2023.
(12)	Consists of (a) 703 shares held and (b) 33,315 shares of common stock underlying outstanding stock options held by Elizabeth Tallett that are or will be immediately exercisable or vest within 60 days of March 8, 2023.
(13)	Consists of (a) 703 shares held and (b) 9,951 shares of common stock underlying outstanding stock options or unvested RSUs held by Elizabeth Nabel that are or will be immediately exercisable or vest within 60 days of March 8, 2023.
(14)	Consists of (a) 49,928,113 shares held and (b) 12,529,111 shares of common stock underlying outstanding stock options and unvested RSUs that are or will be immediately exercisable or vest within 60 days of March 8, 2023.
(15)	Based solely on a Schedule 13G/A filed January 19, 2023. Includes shares of common stock beneficially owned by Ballie Gifford & Co, a Scottish partnership. The business address of Baillie Gifford & Co is Calton Square, 1 Greenside Row, Edinburgh EH1 3AN, Scotland, UK.
(16)	Based solely on a Schedule 13G/A filed February 9, 2023. Includes shares of common stock beneficially owned by The Vanguard Group. The business address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
(17)	Based solely on a Schedule 13G/A filed February 1, 2023. The business address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

 

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Proposal No. 3 Ratification of Appointment of Independent Registered Public Accounting Firm

Our Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm to audit our consolidated financial statements for the year ending December 31, 2023. Ernst & Young has served as our independent registered public accounting firm since 2014. As a matter of good corporate governance, we are asking stockholders to ratify this appointment. If this appointment is not ratified at the Annual Meeting, the Audit Committee may reevaluate the selection of our auditors, but is not required to do so. Even if stockholders ratify this appointment, the Audit Committee, in its sole discretion, may appoint another independent registered public accounting firm at any time if the committee believes that such a change would be in the best interests of Moderna and its stockholders.

A representative of Ernst & Young is expected to attend the Annual Meeting, will have an opportunity to make a statement if he or she wishes to do so, and will be available to respond to appropriate questions from stockholders.

 

Fees Paid to the Independent Registered Public Accounting Firm

During 2021, as we rapidly scaled our Company to distribute our COVID-19 vaccine to combat the pandemic, we were subject to increased tax obligations in a number of new jurisdictions where we did not previously have a presence. To ensure that we were meeting these tax obligations, Ernst & Young was engaged on a temporary basis to assist us with tax return preparation and tax advisory services, in part due to their familiarity with our business. Our Audit Committee approved these services in light of the urgent and one-time need for these services, based on our management team’s commitment to engage other service providers and to hire internally to fill these needs as soon as reasonably practicable.

The Audit Committee has taken note of our shareholders’ vote on auditor ratification at the 2022 Annual Meeting of Shareholders, and is committed to ensuring the independence of Ernst & Young. The significant year-over-year decline in tax fees paid to Ernst & Young reflects our engagement of other service providers and internal hiring to alleviate the reliance on Ernst & Young for tax services.

The year-over-year increase in audit fees reflects the increased complexity and scale of our business, including the need to conduct an increased number of statutory audits for international subsidiaries as our global footprint has grown.

The following table presents fees for professional audit services and other services rendered to us by Ernst & Young for the years ended December 31, 2022 and December 31, 2021:

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Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

During 2022 and 2021, all audit and non-audit services by our independent registered public accounting firm were pre-approved by our Audit Committee. The Audit Committee may establish pre-approval policies and procedures, subject to SEC and Nasdaq rules and regulations, for such services. The Audit Committee may delegate authority to pre-approve non-audit services to one or more members of the committee. Any decision to pre-approve an activity must be reported to the full Audit Committee at its first meeting following such decision.

 

Auditor Independence

In 2022, Ernst & Young did not provide any services to Moderna that would have caused our Audit Committee to reconsider that firm’s independence.

 

Vote Required

The ratification of the appointment of Ernst & Young requires the affirmative vote of a majority of the votes properly cast. Abstentions will have no effect on the results of this vote.

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Audit Committee Report

The information contained in the following Audit Committee Report shall not be deemed to be soliciting material or to be filed with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Moderna specifically incorporates it by reference in such filing.

The Audit Committee serves as the representative of Moderna’s Board of Directors with respect to its oversight of:

The Audit Committee also reviews the performance of the independent registered public accounting firm in the annual audit of Moderna’s financial statements and in assignments unrelated to the audit, and reviews the independent registered public accounting firm’s fees.

The Audit Committee is composed of three non-employee directors. The Board of Directors has determined that each member of the Audit Committee is independent and that Ms. Tallett, Mr. Berenson and Mr. Sagan each qualifies as an “audit committee financial expert” under SEC rules.

The Audit Committee provides the Board of Directors such information and materials as it may deem necessary to apprise the Board of Directors of financial matters requiring its attention. The Audit Committee reviews Moderna’s financial disclosures and meets privately, outside the presence of management, with the independent registered public accounting firm and Moderna’s internal auditors. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements in Moderna’s Annual Report on Form 10-K for the year ended December 31, 2022, with management, Moderna’s internal auditors and Ernst & Young, including a discussion of the quality and substance of the accounting principles, the reasonableness of significant judgments made in connection with the audited financial statements, and the clarity of disclosures in the financial statements. The Audit Committee reports on these meetings to the Board of Directors.

The Audit Committee has discussed with Ernst & Young the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC. In addition, the Audit Committee has received and reviewed the written disclosures and the letter from Ernst & Young required by the applicable requirements of the PCAOB regarding that firm’s communications with the Audit Committee concerning independence, and has discussed with Ernst & Young its independence from management and from Moderna, and considered the compatibility of non-audit services with Ernst & Young’s independence. In addition, the Audit Committee discussed Moderna’s internal controls over financial reporting and management’s assessment of the effectiveness of those controls with management, Moderna’s internal auditors and Ernst & Young. The Audit Committee reviewed with both Ernst & Young and Moderna’s internal auditors their audit plans, audit scope and identification of audit risks. Based on these reviews and discussions, the Audit Committee recommended to the Board of Directors that Moderna’s audited consolidated financial statements be included in Moderna’s Annual Report on Form 10-K for the year ended December 31, 2022, for filing with the SEC.

The Audit Committee has selected Ernst & Young as Moderna’s independent registered public accounting firm for the year ending December 31, 2023. The Board of Directors recommends that stockholders ratify this selection at Annual Meeting.

Respectfully submitted by the members of the Audit Committee of the Board of Directors:

Elizabeth Tallett (Chairperson)

Stephen Berenson

Paul Sagan

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Shareholder Proposal – Report on Feasibility of Transferring Intellectual Property

The following shareholder proposal has been submitted to the Company for action at the Annual Meeting by Oxfam America, Inc., 226 Causeway Street, Floor 5, Boston, MA 02114-2155, which represents that it owns at least $15,000 of Moderna common stock, and a co-filer. The text of the proposal follows:

RESOLVED that shareholders of Moderna Inc. (“Moderna”) ask the Board of Directors to commission a third-party report to shareholders, at reasonable expense and omitting confidential and proprietary information, analyzing the feasibility of promptly transferring intellectual property (“IP”) and technical knowledge (“know-how”) to facilitate the production of COVID-19 vaccine doses by additional qualified manufacturers located in low- and middle-income countries (LMICs), as defined by the World Bank.

SUPPORTING STATEMENT

Vaccine access remains inequitable.⁽¹⁾ The limited, unpredictable vaccine supply LMICs received for months after vaccines were first authorized and distributed in high-income countries contributes to continuing disparities nearly two years later.⁽²⁾ The failure to prioritize vaccine equity creates reputational risk, threatens to hamstring the global economy, and costs Moderna millions of dollars in expenses, “write-downs” and missed opportunities to capture demand when all countries urgently sought doses.⁽³⁾

LMICs call for sustainable local manufacturing to ensure timely, reliable access to lifesaving vaccines, addressing delivery issues that impeded national vaccination plans.⁽⁴⁾ 120 LMIC manufacturers could produce mRNA vaccines, and at least 6 mRNA vaccines by manufacturers in LMICs are in clinical trials or approved.⁽⁵⁾ Moderna’s refusal to share IP and know-how requested by the World Health Organization (WHO) also delays WHO and LMICs’ efforts to develop similar vaccines by at least one year.⁽⁶⁾ With Moderna’s support, these manufacturers could produce doses in months, curbing the health and economic consequences of COVID-19 while generating licensing revenues for Moderna.⁽⁷⁾

The company’s “global public health strategy” commitments not to enforce patents for COVID-19 vaccines used in some countries and to build its own manufacturing plant in Kenya are insufficient to resolve vaccine equity issues, and do not enable countries to secure supply independently. Moderna said that it would take up to four years to construct its Kenya plant,⁽⁸⁾ a process not yet started a year later.

Moderna faces criticism for abusive patenting practices and profiteering,⁽⁹⁾ with all of its profits generated from a vaccine co-developed by the US government using $10 billion in US government funding (including vaccine preorders).⁽¹⁰⁾ This creates a reputational tarnish and could threaten Moderna’s relationship with the US government, which funds several Moderna projects. Indeed, Moderna’s limited patent waiver, lawsuits against competitors, and inventorship dispute with the US government stand in contrast to Moderna’s own reliance on US government-granted permission to use others’ IP.⁽¹¹⁾

Moderna’s refusal to share vaccine IP and technical knowledge may also risk increased regulation and oversight. If governments cannot trust Moderna to ensure sustainable, equitable, timely access, they may impose rules impacting the control of pandemic technologies, as some experts propose.⁽¹²⁾ A report analyzing the feasibility of technology transfer could help investors evaluate whether Moderna’s actions are in shareholders’ long-term interest.

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Your Board recommends a vote AGAINST this proposal.

For the second year in a row, Oxfam America is asking Moderna shareholders to vote on a proposal that offers a solution to a vaccine access problem that does not exist. Supply of COVID-19 vaccines for low- and middle-income countries (LMICs) far exceeds current demand, as evidenced by the fact Moderna’s customers in LMICs have refused deliveries and asked to be released from contracts to supply them with hundreds of millions of COVID-19 vaccines. Moderna invested heavily and shared intellectual property with other manufacturing partners around the globe to be ready to supply these doses. When the doses were declined, Moderna was forced to recognize significant write-downs of approximately $1 billon in non-standard costs in 2022. Given this demand reality, asking Moderna to study whether to transfer intellectual property to additional manufacturers who would contribute even more supply would do nothing to improve vaccine access for LMICs.

In ignoring the reality noted above, the Oxfam proposal is laid bare for what it is really is—a blatant attempt to give away the Company’s intellectual property and technological expertise with zero concern for either the long-term interests of Moderna shareholders or the potential risks associated with unfettered distribution of the novel technology underlying mRNA-based medicines.

The proposal is even more detrimental to shareholders considering that Moderna is a platform company. The know-how and technological expertise associated with making one mRNA vaccine provides key insights into the Company’s entire development pipeline. Freely transferring intellectual property to other manufacturers would put at risk more than a decade’s worth of work and investment and threaten the Company’s future.

The facts show that there is simply no need for the proposal and that Moderna’s work throughout the pandemic to deliver on the promise of mRNA science and its efforts to combat the COVID-19 global public health emergency are part of the reason why.

Moderna Significantly Expanded its Manufacturing Capacity

At the onset of the pandemic, Moderna invested significantly in the expansion of its global production capacity, entering into agreements with well-established and trusted partners to ensure that sufficient vaccine would be available to meet demand from all countries that wanted it. Moderna deployed its limited personnel who knew how to make this new class of medicines to train those partners. As a result, Moderna and its partners manufactured and distributed more than 800 million doses of Moderna’s COVID-19 vaccine in its first full year of production, with 25% of those doses going to LMICs, either through facilitated donations or direct sales to COVAX. In 2022, production levels exceeded demand, as evidenced by the decision by many customers and governments, including COVAX and the African Union, to decline or defer doses.

Moderna’s Efforts to Supply COVAX and the African Union

From the beginning, Moderna committed to ensuring vaccine access to LMICs. The Company began negotiating a supply contract with GAVI, on behalf of the COVAX Facility, in the summer of 2020, which unfortunately GAVI did not agree to finalize until eight months later, on April 30, 2021.

Moderna subsequently invested significant time and resources to ensure it could deliver on its commitment to ship over 750 million doses to COVAX and the African Union across 2021 and 2022. These investments included buying raw materials and reserving significant manufacturing capacity with suppliers. However, when Moderna was ready to begin shipping these doses in the fourth quarter of 2021, COVAX and the African Union declined the orders. They cited both a lack of demand and a lack of cold-chain infrastructure necessary to maintain the stability of mRNA vaccines, notwithstanding that there were several months of lead time to prepare for deliveries. Both of these factors were and remain beyond the power of Moderna to solve alone. GAVI subsequently asked to be released from its contract with Moderna—which Moderna agreed to do in October 2022—and the African Union declined to exercise its options.

As Oxfam notes, Moderna recognized significant write-downs, totaling approximately $1 billon, when GAVI and the African Union declined these doses, reflecting investments in raw materials, reserved supply lines and manufactured doses. Moderna willingly absorbed the costs associated with scaling up to provide these vaccines. Oxfam’s proposal would shift this cost burden and the associated financial risk onto manufacturers in LMICs. In at least one instance where an international pharmaceutical company provided a license to a manufacturer to produce its COVID-19 vaccine in Africa, no orders were received, and production lines sat idle. ⁽¹⁾

Moderna’s Patent Pledge

Since the earliest days of the pandemic, Moderna has repeatedly pledged not to enforce its intellectual

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property in a manner that would impede access to COVID-19 vaccines. Further, in March 2022, Moderna made clear that it would never enforce its patents for any COVID-19 vaccine used in the 92 low- and middle-income countries in the GAVI COVAX Advance Market Commitment (AMC 92).

Moderna’s Actions to Promote Vaccine Equity

The fact remains that regardless of the state of demand right now in LMICs, Moderna continues to do its part to ensure vaccine equity—not just today but for the longer term. In addition to scaling production as discussed above, the Company has taken the following additional forward-looking steps to ensure that vaccines are available to those who need and want them:

Moderna Reimbursed the U.S. Government for its Support of Moderna’s Clinical Trials

Moderna values it relationship and collaboration with the National Institutes of Health (NIH) and the federal government and is excited about opportunities for future collaboration as we move forward in developing new mRNA vaccines and treatments. These collaborations furthered the rapid development of COVID-19 vaccines in the face of an unprecedented pandemic, and Moderna is grateful to its government partners and their role in its clinical trials. Moderna’s collaboration with the government built on Moderna’s own investments over the decade preceding the pandemic in its technology platform.

Moderna has already repaid the U.S. government for the Biomedical Advanced Research and Development Authority’s (BARDA) support for its clinical trials. Moderna gave the U.S. government the lowest price among high income countries and then discounted the price of the vaccine charged to the U.S. government by $4 per dose as compared to what the U.S. government paid other manufacturers. Through this discount, Moderna paid the U.S. government $2.9 billion--the full amount that was received through BARDA funding plus $1.2 billion more.

Moderna Urges Shareholders to Vote AGAINST this Proposal

The simple fact is that the Oxfam proposal targets a problem that does not exist—current supply more than satisfies demand for vaccines in LMICs and manufacturers’ commitments can cover any increased demand in the future. Moreover, Moderna has been—and continues to be—deeply committed to growing its business responsibly and in a manner that promotes access. Moderna is immensely proud of the contributions that its scientists have made to public health over the past three years, and will continue to do its part to protect global public health.

For the foregoing reasons, the Moderna Board of Directors urges you to vote AGAINST this proposal.

 

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Information about the 2023 Annual Meeting of Stockholders

To be held at 8:00 a.m. Eastern Time on May 3, 2023.

Why am I receiving these materials?

Our Board of Directors is providing these proxy materials to you in connection with a solicitation of proxies for use at the Annual Meeting. You are invited to attend the Annual Meeting and we are asking you to vote on the proposals described in this proxy statement. All stockholders as of the close of business on March 8, 2023, will receive the proxy materials and have the ability to access them online at www.proxyvote.com.

Who is entitled to vote at the Annual Meeting?

Holders of our common stock at the close of business on March 8, 2023, the record date for the Annual Meeting (the Record Date), are entitled to notice of and to vote at the Annual Meeting. Each stockholder is entitled to one vote for each share of our common stock held as of the Record Date for each matter addressed at the meeting. As of the Record Date, there were 385,677,955 shares of common stock outstanding and entitled to vote. You are entitled to vote shares that are held of record directly in your name and shares held for you as the beneficial owner through a stockbroker, bank, or other nominee. For more information, see “What is the difference between holding shares as a stockholder of record and as a beneficial owner?”

What business will be conducted at the Annual Meeting?

The following table shows the proposals to be presented for a vote, the applicable voting requirements, and the Board’s recommendations.

The Board of Directors knows of no other business to be brought before the Annual Meeting. Should any other matters be presented, the individuals named in the proxy will have the authority to take action in regard to such matters as in their judgment seems advisable. If you hold shares through a broker, bank, or other nominee, they will not be able to vote your shares on any other business that comes before the Annual Meeting unless they receive instructions from you with respect to such matter.

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What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Stockholder of record

If your shares are registered directly in your name with Computershare Trust Company, N.A., our transfer agent, then you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote online during the Annual Meeting.

Beneficial owner

If your shares were held in a stock brokerage account or by a bank or other nominee on your behalf, then you are considered the beneficial owner of shares held in “street name.” As the beneficial owner, you have the right to direct your broker, bank, or other nominee how to vote your shares by following the voting instructions you receive. Your broker, bank, or other nominee has only limited authority to vote your shares without your instructions. For more information, see “What if I do not specify how my shares are to be voted?”

How can I attend the Annual Meeting?

Admission to the Annual Meeting

We will host the Annual Meeting via the Internet. You will not be able to attend the meeting in person. Participation in the Annual Meeting as a stockholder, with the right to vote and submit questions, is limited to stockholders as of the close of business on the Record Date. The meeting can be accessed at: www.virtualshareholdermeeting.com/MRNA2023.

Other stockholders and members of the public can also access the Annual Meeting at the URL above without a control number, but without the right to vote or submit a question.

The webcast of the Annual Meeting will begin at 8:00 a.m., Eastern Time, on May 3, 2023. Online access will begin at 7:45 a.m., Eastern Time, and we encourage you to log into the Annual Meeting 5-15 minutes prior to the start time.

If you encounter difficulties accessing the Annual Meeting, please call the technical support number that will be posted on the registration page for the meeting website.

Stockholder of record

If you were a stockholder of record at the close of business on the Record Date, you will need the 16-digit control number found on your Notice of Internet Availability, your proxy card or the instructions that accompany your proxy materials. You do not need to do anything in advance to access the Annual Meeting.

Beneficial owner

If you were a beneficial owner at the close of business on the Record Date, you may attend the Annual Meeting. You will need the 16-digit control number found on your Notice of Internet Availability, your proxy card or the instructions that accompany your proxy materials if you wish to attend the Annual Meeting with the right to vote and submit a question. Even if you do not have your control number or were not a stockholder as of the close of business on the Record Date, you can still access the meeting, but will not be able to vote at the meeting or submit a question.

How do I vote?

Stockholder of record

If you are a stockholder of record, you can vote in one of the following ways:

Internet. Go to www.proxyvote.com to complete an electronic proxy card. You will need the control number from the proxy card you receive. You will be responsible for any Internet access charges you incur. If you vote online, you do not need to return a proxy card by mail. Votes by internet must be submitted by 11:59 p.m. on Tuesday, May 2, 2023, Eastern time, to be counted.

By telephone. Dial toll-free 1-800-690-6903 and follow the recorded instructions. You will need the control number from your proxy card. You will be responsible for any telephone charges you incur. If you vote by telephone, you do not need to return a proxy card by mail. Votes by telephone must be submitted by 11:59 p.m. on Tuesday, May 2, 2023, Eastern time, to be counted.

By mail. Complete, date, and sign your proxy card and return it promptly by mail in the envelope provided. The people named in the proxy card will vote your shares in accordance with the instructions you provide. If you return the proxy card, but do not give voting instructions on a particular matter, the people named in the proxy card will vote your shares in accordance with the recommendations of our Board of Directors. Votes by mail must be received by the close of business on Tuesday, May 2, 2023, Eastern time, to be counted.

During the meeting. If you plan to attend the virtual Annual Meeting, you may vote by following the instructions provided online during the meeting. However, even if you plan to attend the virtual Annual Meeting, we encourage you to submit your vote ahead of time by one of the methods listed above.

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Beneficial owner

If your shares are held in street name, follow the voting instructions you receive from your broker, bank, or other nominee.

Can I submit a question for the meeting?

Stockholders as of the Record Date can submit questions in writing in advance of the meeting through www.proxyvote.com. Stockholders who attend the Annual Meeting and log in as a stockholder using their control number (as described above) will also have an opportunity to submit questions in writing during the meeting. We will try to answer as many submitted questions as time permits (whether submitted prior to or during the portion of the meeting when questions may be submitted). If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

Can I change my vote or revoke my proxy?

Stockholder of record

If you are a stockholder of record, you may revoke your proxy or change your proxy instructions at any time before your proxy is voted at the Annual Meeting by:

Beneficial owner

If you are a beneficial owner, you must contact the broker, bank, or other nominee holding your shares and follow their instructions to change your vote or revoke your proxy.

What if I do not specify how my shares are to be voted?

Stockholder of record

If you submit a proxy but do not provide voting instructions, your shares will be voted:

Beneficial owner

If you do not provide voting instructions, then your broker, bank, or other nominee will only have authority to vote your shares with respect to Proposal No. 3 (ratification of the appointment of the independent registered public accounting firm). Your shares will not be voted with respect to Proposals No. 1, 2 and 4. This is known as a “broker non-vote.”

What is the quorum requirement for the Annual Meeting?

A majority of the shares of common stock outstanding and entitled to vote, in person or by proxy, constitutes a quorum for the transaction of business at the Annual Meeting. As of the Record Date, there were a total of 385,677,955 shares of common stock outstanding, which means that 192,838,978 shares of common stock must be represented in person or by proxy at the Annual Meeting to have a quorum. If there is no quorum, a majority of the shares present at the Annual Meeting may adjourn the meeting to a later date. Votes withheld, abstentions and broker non-votes will be counted for purposes of determining whether we have a quorum.

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Who is soliciting my proxy?

Proxies are solicited by and on behalf of our Board of Directors. The individuals named in the proxy have been designated as proxy holders by our Board of Directors. When you return a proxy that is properly dated and executed, your shares represented by the proxy will be voted at the Annual Meeting in accordance with your instructions. If you do not give specific instructions on your proxy card, your shares will be voted in accordance with the recommendations of our Board of Directors. If any matters not described in this proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is postponed or adjourned, the proxy holders can vote your shares on the new meeting date, unless you have properly revoked your proxy, as described above.

How are proxies solicited and who is paying for the solicitation?

Moderna will bear the entire cost of this proxy solicitation, including the distribution of the proxy materials. Copies of solicitation materials will also be made available to brokers, banks, and other nominees to forward to beneficial owners. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communication, or other means by our directors, officers, employees, or agents. Morrow Sodali, LLC has been retained to assist in soliciting proxies for a fee of $10,000 plus distribution costs and other expenses.

Why did I receive more than one Notice of the Annual Meeting?

If you receive more than one proxy card or voting instruction form for the Annual Meeting, your shares may be registered in more than one name or in more than one account. Please follow the voting instructions on each notice you received to ensure that all of your shares are voted.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy?

Stockholders of Moderna common stock who share a single address may receive only one copy of this proxy statement and Annual Report, unless we have received contrary instructions from any stockholder at that address. This practice, known as “householding,” is designed to reduce our printing and postage costs and the environmental impact of the Annual Meeting. Stockholders who participate in householding will continue to receive separate proxy cards if they received a paper copy of proxy materials in the mail. If your household received only a single set of our proxy materials and you would like a separate copy, or if your household received multiple copies of our proxy materials and you want only a single copy next year, please notify our Corporate Secretary at the address provided below. Stockholders who hold shares in street name may contact their brokerage firm, bank, or other nominee to request information about householding.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us at that time, we intend to file a Form 8-K to publish preliminary results and, within four business days after we know the final results, file an amendment to the Form 8-K to publish those results.

What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?

Proposal to include in our proxy statement

Stockholders may present proper proposals to be included in our proxy statement and considered at the next annual meeting of stockholders by submitting their proposals in writing to our Corporate Secretary. For a stockholder proposal to be considered for inclusion in our proxy statement for our 2024 annual meeting of stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices not later than November 17, 2023, unless the date of our 2024 annual meeting of stockholders is held more than 30 days before or after May 3, 2024, in which case the proposal must be received a reasonable time before we begin to print and send proxy materials for the 2024 Annual Meeting. In addition, stockholder proposals must comply with the applicable requirements of Rule 14a-8 under the Exchange Act.

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Proposal that will not be included in our proxy statement

Our bylaws contain an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. These matters may only be brought before the annual meeting by a stockholder of record entitled to vote at the annual meeting who has delivered timely written notice, containing the information specified in our bylaws, to our Corporate Secretary. To be timely for our 2024 Annual Meeting, our Corporate Secretary generally must receive the written notice at our principal executive offices between January 4, 2024, and February 3, 2024. However, if we hold our 2024 Annual Meeting more than 30 days before or more than 60 days after May 3, 2024, then notice of a stockholder proposal that is not intended to be included in our proxy statement must be received no later than the close of business on the later of (a) the 90th day before our 2024 Annual Meeting and (b) the 10th day following the day on which public announcement of the date of our 2024 Annual Meeting is first made.

Director nominations

You may propose director candidates for consideration by our Nominating and Corporate Governance Committee. For more information, see “Governance—Composition of Our Board of Directors—Stockholder Recommendations for Director Nominations.”

To directly nominate a director for election at an annual meeting of stockholders, you must provide the information required by our bylaws. In addition, you must give notice to our Corporate Secretary in the time frame described above under “—Proposal that will not be included in our proxy statement.”

How can I get a copy of Moderna’s Bylaws?

Our bylaws are part of our public filings on the SEC’s website at www.sec.gov. You may also contact our Corporate Secretary as described immediately below for a copy of our bylaws.

How can I contact the Corporate Secretary?

You can reach our Corporate Secretary at the following address and phone number: Moderna, Inc., Attention: Corporate Secretary, 200 Technology Square, Cambridge, Massachusetts 02139, (617) 714-6500, or via email at Corporate.Secretary@modernatx.com.

Where can I find more information about Moderna?

We file reports, proxy statements, and other information with the SEC, which is all publicly available on the SEC’s website, http://www.sec.gov. You may also find any document we file with the SEC (and more) on our website at http://www.modernatx.com under the “Investors” heading. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement.

You should rely on the information contained in this document to vote your shares at the Annual Meeting. Moderna has not authorized anyone to provide you with information that is different from what is contained in this document. This document is dated March 15, 2023. You should not assume that the information contained in this document is accurate as of any later date, and the mailing of this document to stockholders at any time after that date does not suggest otherwise. This proxy statement does not constitute a solicitation of a proxy in any jurisdiction where, or to or from any person to whom, it is unlawful to make such proxy solicitations.

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