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

Filed by the Registrant  ☒                 Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Moderna, Inc.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

200 Technology Square

Cambridge, MA 0213902139*

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of Moderna, Inc.:

You are cordially invited to the Annual Meeting of Stockholders (the “Annual Meeting”) of Moderna, Inc. (“Moderna”) on Thursday, June 27, 2019,April 29, 2020, beginning at 8:00 a.m., Eastern Time, at our offices located at 200 Technology Square, Cambridge, Massachusetts 02139, for the following purposes:

1. To elect three of our Class III director nominees set forth in the proxy statement, each to serve for a three-year term expiring at the 20222023 annual meeting of stockholders and until his or her respective successor is duly elected and qualified, or such director’s earlier death, resignation, or removal;

2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2019;2020;

3. To cast anon-binding, advisory vote to approve the compensation of our named executive officers;

4. To cast anon-binding, advisory vote on the frequency of futurenon-binding, advisory votes to approve the compensation of our named executive officers; and

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

Our board of directors has fixed the close of business on April 29, 2019March 2, 2020 as the “Record Date” for determining the stockholders that are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.

The proxy statement and our Annual Report on Form10-K for the year ended December 31, 20182019 (the “Annual Report”) can be accessed at the following website: www.proxydocs.com/MRNA.

You can vote your shares by using the Internet as described in the instructions included in the proxy statement, by calling the toll-free telephone number included in the proxy statement, or, by completing, signing, dating, and returning your proxy card or voting instruction form.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions for each of these voting options, please refer to the proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. The proxy statement explains proxy voting and the matters to be voted on in more detail.

TABLE OF CONTENTS

PROXY STATEMENT

FOR 2019ANNUAL2020 ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 8:00 a.m. Eastern Time on June 27, 2019April 29, 2020

Use of terms such as “Moderna,” “the Company,” “we,” “us,” and “our” in this proxy statement refer to Moderna, Inc. and its consolidated subsidiaries.

This proxy statement and form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at our 20192020 Annual Meeting of Stockholders (the “Annual Meeting”), and any postponements or adjournments thereof. The Annual Meeting will be held on June 27, 2019April 29, 2020 at 8:00 a.m. Eastern Time, at our principal executive offices, located at 200 Technology Square, Cambridge, Massachusetts 02139. This proxy statement and our Annual Report on Form10-K for the year ended December 31, 2018 (the “Annual Report”) is2019 are first being mailed on or about May 15, 2019March 16, 2020 to all stockholders entitled to vote at the Annual Meeting.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

The information provided in the “question and answer” format below addresses certain frequently asked questions but is not intended to be a summary of all matters contained in this proxy statement. Please read the entire proxy statement carefully before voting your shares.

Why am I receiving these materials?

Our board of directors is providing these proxy materials to you in connection with our board of directors’ solicitation of proxies for use at Moderna, Inc.’s Annual Meeting, which will take place on June 27, 2019.April 29, 2020. Stockholders are invited to attend the Annual Meeting and are requested to vote on the proposals described in this proxy statement.

All stockholders as of the close of business on April 29, 2019March 2, 2020 will receive the proxy materials and have the ability to access them via the Internet, including this proxy statement and our Annual Report, at www.proxydocs.com/MRNA.

What proposals will be voted on at the Annual Meeting?

There are twofour proposals scheduled to be voted on at the Annual Meeting:

At the time this proxy statement was mailed, our management and board of directors were not aware of any other matters to be presented at the Annual Meeting other than those set forth in this proxy statement and in the notice accompanying this proxy statement.

How does our board of directors recommend that I vote?

Our board of directors recommends that you vote:

Who is entitled to vote at the Annual Meeting?

Holders of our common stock at the close of business on April 29, 2019,March 2, 2020, 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. As of the Record Date, there were 329,010,929329,003,270 shares of common stock outstanding and entitled to vote. The shares you are entitled to vote include shares that are (1) held of record directly in your name and (2) held for you as the beneficial owner through a stockbroker, bank or other nominee.

We intend to hold our Annual Meeting in person. However, we are actively monitoring the coronavirus(COVID-19) situation; we are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. If we take this step, we will announce the decision to do so in advance by filing Definitive Additional Materials with the SEC along with notice of the change(s) to the Annual Meeting, and details on how to participate will be available at www.proxydocs.com/MRNA.

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

Stockholder of Record: Shares Registered in Your Name. If, at the close of business on the Record Date, your shares were 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 in person at the Annual Meeting.

Beneficial Owners: Shares Registered in the Name of a Broker, Bank, or Other Nominee. If, at the close of business on the Record Date, your shares were held, not in your name, but rather 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 your broker, bank, or other nominee provides. If you do not provide your broker, bank, or other nominee with instructions on how to vote your shares, your broker, bank, or other nominee may, in its discretion, vote your shares with respect to routine matters but may not vote your shares with respect to anynon-routine matters. For additional information, see “What if I do not specify how my shares are to be voted?” below.

Do I have to do anything in advance if I plan to attend the Annual Meeting in person?

Stockholder of Record: Shares Registered in Your Name. If you were a stockholder of record at the close of business on the Record Date, you do not need to do anything in advance to attend and/or vote your shares in person at the Annual Meeting, but you will need to present government-issued photo identification for entrance to the Annual Meeting.

Beneficial Owners: Shares Registered in the Name of a Broker, Bank, or Other Nominee. If you were a beneficial owner at the close of business on the Record Date, you may not vote your shares in person at the Annual Meeting unless you obtain a “legal proxy” from your broker, bank, or other nominee who is the stockholder of record with respect to your shares. You may still attend the Annual Meeting even if you do not have a legal proxy. For entrance to the Annual Meeting, you will need to provide proof of beneficial ownership as of the Record Date, such as the notice or voting instructions you received from your broker, bank, or other nominee or a brokerage statement reflecting your ownership of shares as of the Record Date, and also present government-issued photo identification.

Beneficial Owners: Shares Registered in the Name of a Broker, Bank, or Other Nominee. If you are the beneficial owner of your shares, you must contact the broker, bank, or other nominee holding your shares and follow their instructions to change your vote or revoke your proxy.

holding its customers’ shares of record causes abstentions to be recorded for shares, these shares will be considered present and entitled to vote at the Annual Meeting. As a result, abstentions will be counted for purposes of determining the presence or absence of a quorum and will also count as votes against a proposal in cases where approval of the proposal requires the affirmative vote of a majority of the shares present and entitled to vote at the Annual Meeting (e.g., Proposal No. 2). However, because the outcome of Proposal No. 1 (election of directors) will be determined by a plurality vote, abstentions will have no impact on the outcome of such proposal as long as a quorum exists. Abstentions have no effect on the ratification of thenon-binding, advisory vote to approve the compensation of our named executive officers or on thenon-binding, advisory vote on the frequency of futurenon-binding, advisory votes to approve the compensation of our named executive officers.

A brokernon-vote occurs when a broker, bank, or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker, bank, or other nominee does not have discretionary voting power with respect to such proposal and has not received voting instructions from the beneficial owner of the shares. Brokernon-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting but will not be counted for purposes of determining the number of votes cast. Therefore, a brokernon-vote will make a quorum more readily attainable but will not otherwise affect the outcome of the vote on any proposal.

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

Our board of directors is soliciting proxies for use at the Annual Meeting by means of the proxy materials. We will bear the entire cost of proxy solicitation, including the preparation, assembly, printing, mailing, and distribution of the proxy materials. Copies of solicitation materials will also be made available upon request to brokers, banks, and other nominees to forward to the beneficial owners of the shares held of record by such brokers, banks, or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communication, or other means by our directors, officers, employees, or agents. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonableout-of-pocket expenses in connection with such solicitation. We do not plan to retain a proxy solicitor to assist in the solicitation of proxies.

If you choose to access the proxy materials and/or vote over the Internet, you are responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur.

What does it mean if I received more than one Notice of the Annual Meeting?

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

Annual Meeting. If final voting results are not available to us at that time, we intend to file a Form8-K to publish preliminary results and, within four business days after the final results are known to us, file an amendment to the Form8-K to publish the final 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?

Stockholder Proposals

Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at the next annual meeting of stockholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our Proxy Statement for our 20202021 annual meeting of stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices not later than January 16,November 12, 2020, unless the date of our 20202021 annual meeting of stockholders (the “2020“2021 Annual Meeting”) is held more than 30 days before or after June 27, 2020,April 29, 2021, in which case the proposal must be received a reasonable time before we begin to print and send proxy materials for the 20202021 Annual Meeting. In addition, stockholder proposals must comply with the requirements ofRule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to:

Moderna, Inc.

Attention: Corporate Secretary

200 Technology Square

Cambridge, Massachusetts 02139

(617)714-6500

on our board of directors and should be directed to our Corporate Secretary at the address set forth above. For additional information regarding stockholder recommendations for director candidates, see “Stockholder Proposals.”

In addition, our bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our bylaws. In addition, the stockholder must give timely notice to our Corporate Secretary in accordance with our bylaws, which, in general, require that the notice be received by our Corporate Secretary within the time period described above under “Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement.

Availability of Bylaws

A copy of our bylaws may be obtained by accessing our public filings on the SEC’s website at www.sec.gov. You may also contact our Corporate Secretary at our principal executive office for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our board of directors is currently composed of nine members. In accordance with our certificate of incorporation, our board of directors is divided into three classes with staggered three-year terms. At the Annual Meeting, three Class III directors will be elected for a three-year term to succeed the same class whose term is then expiring.

Each director’s term continues until the election and qualification of such director’s successor, or such director’s earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist ofone-third of our directors. This classification of our board of directors may have the effect of delaying or preventing changes in control of our company.

Nominees

Our nominating and corporate governance and nominating committee has recommended, and our board of directors has approved, Noubar Afeyan, Ph.D.Stephen Berenson, Sandra Horning, M.D., Stéphane Bancel, and Peter Barton Hutt, LL.M.Paul Sagan as nominees for election as Class III directors at the Annual Meeting. If elected, each of Messrs. Berenson and Sagan and Dr. Afeyan and Messrs. Bancel and HuttHorning will serve as Class III directors until the 20222023 annual meeting of stockholders or until their successors are duly elected and qualified. Each of the nominees isMessrs. Berenson and Sagan are currently a directordirectors of our Company.company and Dr. Horning has been nominated to serve as a Class II director. For information concerning the nominees, see “Board of Directors and Corporate Governance.“Management.”

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. Afeyan and Messrs. Bancel and Hutt.Horning. We expect that Messrs. Berenson and Sagan and Dr. Afeyan and Messrs. Bancel and HuttHorning will accept each such nomination; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by our board of directors to fill such vacancy. If you are a beneficial owner of shares of our common stock and you do not give voting instructions to your broker, bank, or other nominee, then your broker, bank, or other nominee will leave your shares unvoted on this matter.

Vote Required

The election of Class III directors requires a plurality vote of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon to be approved. Brokernon-votes will have no effect on this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE THREE DIRECTORS NOMINATED BY OUR BOARD OF DIRECTORS AND NAMED IN THIS PROXY STATEMENT AS CLASSI II DIRECTORS TO SERVE FOR A THREE-YEAR TERM.

MANAGEMENT

Executives,non-executive directors and directorsdirector nominee

The following table sets forth the name, age (as of May 1, 2019) and position of each of our executives,non-executive directors and directors.director nominee as of March 2, 2020.

Executive teamExecutives

StéStéphane Bancel, has served as our Chief Executive Officer since October 2011 and a member of our board of directors since March 2011. Before joining the Company, Mr. Bancel served for five years as Chief Executive Officer of the French diagnostics company bioMérieux SA (Euronext: BIM). From July 2000 to March 2006, he served in various roles at Eli Lilly and Company (NYSE: LLY), including as Managing Director, Belgium, and as Executive Director, Global Manufacturing Strategy and Supply Chain. Prior to Eli Lilly and Company, Mr. Bancel served as Asia-Pacific Sales and Marketing Director for bioMérieux. Mr. Bancel currently serves on the board of directors of Qiagen N.V. (NYSE: QGEN) and previously served on the boardboards of directors of BG Medicine, Inc. (OTCMKTS: BGMD) and Syros Pharmaceuticals, Inc. (Nasdaq: SYRS). He is currently a Venture Partner at Flagship Pioneering and a trustee of the Museum of Science in Boston. Mr. Bancel holds a Master of Engineering degree from École Centrale Paris (ECP), a Master of Science in chemical engineering from the University of Minnesota, and an M.B.A. from Harvard Business School. We believe that Mr. Bancel is qualified to serve on our board of directors because of his extensive leadership experience in the healthcare industry and experience as a director of public and private companies.

Juan Andres joined the Company in August 2017, and has served as our Chief Technical Operations and Quality Officer since August 2018. Before joining the Company, Mr. Andres worked at Novartis AG (NYSE: NVS) (“Novartis”) from

2005 to 2017, in various roles of increasing responsibility including serving as Global

Non-executive directors

Noubar B. Afeyan, Ph.D., is aco-founder and has served on our board of directors since incorporation, and has served as a chairman of our board of directors since February 2012. In 1999, Dr. Afeyan founded Flagship Pioneering and serves as its Senior Managing Partner and Chief Executive Officer. Since May 2014,April 2013, Dr. Afeyan has served on the board of directors of Evelo Biosciences, Inc. (Nasdaq: EVLO), since 2013, on the board of Rubius Therapeutics, Inc. (Nasdaq: RUBY) and since October 2010, on the board of Seres Therapeutics, Inc. (Nasdaq: MCRB). He currently serves on the boards of numerous privately held companies, and has previously served on the boards of numerous privately and publicly held companies, including BIND Therapeutics,Evelo Biosciences, Inc. (Nasdaq: EVLO), Kaleido Biosciences, Inc. (Nasdaq: KLDO) and BG Medicine, Inc. and Eleven Biotherapeutics, Inc.Inc (OTCMKTS: BGMD). He received a Ph.D. in biochemical engineering from the Massachusetts Institute of Technology (“MIT”) and a B.S. in chemical engineering from McGill University. Dr. Afeyan is currently a visiting lecturer of business administration at Harvard Business School and was previously a senior lecturer at MIT’s Sloan School of Management where he taught courses on technology-entrepreneurship, innovation, and leadership. We believe that Dr. Afeyan’s significant experienceco-founding, leading, and investing in numerous biotechnology companies make him qualified to serve on our board of directors.

Stephen Berenson has served as a member of our board of directors since October 2017. Mr. Berenson is a Managing Partner at Flagship Pioneering. Prior to that, Mr. Berenson spent 33 years as an investment banker at J.P. Morgan. During his last twelve years at J.P. Morgan, Mr. Berenson was Vice Chairman of Investment Banking and focused on providing high-touch strategic advice and complex transaction execution to leading companies across all industries globally. He wasco-founder of J.P. Morgan’s Global Strategic Advisory Council andco-founder of the firm’s Board Initiative. Mr. Berenson also serves as Chairman of the board of directors of Seres Therapeutics, Inc. (Nasdaq: MCRB) and on the board of directors of CiBO Technologies, Inc. Mr. Berenson received an S.B. in mathematics from MIT. We believe that Mr. Berenson is qualified to serve on our board of directors because of his experience in the banking and investment industries.

Peter Barton Hutt, LL.M., has served as a member of our board of directors since March 2012. Mr. Hutt has practiced law at Covington & Burling LLP, specializing in food and drug law, since 1960 (except for the period from 1971 to 1975). From 1971 to 1975, he was Chief Counsel for the U.S. Food and Drug Administration. Mr. Hutt is a member of the board of directors of Flex Pharma, Inc. (Nasdaq: FLKS), Q Therapeutics, Inc. (Nasdaq: QCEL), Concert Pharmaceuticals, Inc. (Nasdaq: CNCE), and Immunomedics, Inc. (Nasdaq: IMMU), each of which is a public biotechnology company, as well as numerous private companies. During the last five years, Mr. Hutt also served as a member of the board of directors of BIND Therapeutics, Inc. (Nasdaq: BIND), Seres Therapeutics, Inc. (Nasdaq: MCRB), Xoma Ltd. (Nasdaq: XOMA), DBV Technologies SA (Nasdaq: DBVT), Momenta Pharmaceuticals, Inc. (Nasdaq: MNTA), and Evelo Biosciences, Inc. (Nasdaq: EVLO). Mr. Hutt received a B.A. from Yale University, an LL.B. from Harvard Law School, and an LL.M. from New York University School of Law. We believe that Mr. Hutt is qualified to serve on our board of directors because of his extensive knowledge of regulatory and legal issues related to drug development and his service on numerous boards of directors.

Robert Langer, Sc.D., has served as a member of our board of directors since December 2010. Dr. Langer has been an Institute Professor at MIT since 2005, and prior to that was a Professor at MIT sincebeginning in 1977. Dr. Langer currently serves on the board of directors of Rubius Therapeutics, Inc. (Nasdaq: RUBY), Kala Pharmaceuticals, Inc. (Nasdaq: KALA), and the UK public company Puretech Health plc (LON: PRTC), and previously served on the board of directors of public companies Momenta Pharmaceuticals, Inc. (Nasdaq: MNTA), Wyeth (NYSE: WYE), Fibrocell Science, Inc. (Nasdaq: FCSC) and Millipore Corp.Corporation (acquired by Merck KGaA in 2010). Dr. Langer also served as a member of the Science Board to the U.S. Food and Drug Administration from 1995 to 2002, including his service as chairman from 1999 to 2002. Dr. Langer received his B.S. from Cornell University and his Sc.D. from MIT, both in Chemical Engineering. We believe that Dr. Langer is qualified to serve on our board of directors because of his pioneering academic work, extensive medical and scientific knowledge and experience, and his previous service on public company boards of directors.

Therapeutics Inc. (Nasdaq: PRVL) and Talaris Therapeutics, Inc. He also serves on the board of directors of Alexion Pharmaceuticals, Inc. (Nasdaq: ALXN) and as an advisor for SVB Leerink. Dr. Nader is the past Chairman of BioNJ, New Jersey’s biotechnology trade organization, and previously served on the board of the Biotechnology Industry Organization (BIO), NPS Pharmaceuticals (Nasdaq: NPSP), Advanced Accelerator Applications S.A. (Nasdaq: AAAP), Baxalta Inc. (NYSE: BXLT), Clementia Pharmaceuticals Inc. (Nasdaq: CMTA), Trevena Inc. (Nasdaq: TRVN) and Noven Pharmaceuticals Inc. (Nasdaq: NOVN). Dr. Nader earned his French doctorate in medicine from St. Joseph University in Lebanon and a physician executive M.B.A. from the University of Tennessee. We believe that Dr. Nader is qualified to serve on our board of directors because of his experience in integrated healthcare markets and medical and regulatory affairs and his service on numerous boards of directors.

Israel Ruiz has served as a member of our board of directors since February 2017. Mr. Ruiz has been the Executive Vice President and Treasurer at MIT since 2011. In this role, Mr. Ruiz oversees all principal administrative and financial functions of MIT. Prior to his current role, Mr. Ruiz served as the Vice President for Finance for MIT from 2007 to 2011 and as a principal for MIT’s Office of Budget and Financial Planning from 2001 to 2007. He currently serves on the board of directors of FM Global and previously served on the board of directors of Fortive Corporation (NYSE: FTV). Mr. Ruiz received a degree in industrial and mechanical engineering from the Polytechnic University of Catalonia and a master’s degree from the MIT Sloan School of Management. We believe that Mr. Ruiz is qualified to serve on our board of directors because of his deep financial and accounting experience as the chief financial officer of MIT.

Paul Sagan has served as a member of our board of directors since June 2018. Mr. Sagan has been a Managing Director at General Catalyst Partners, a venture capital firm, since January 2018, and previously served there as an Executive In Residence (XIR) since January 2014. Mr. Sagan was a director of EMC from December 2007 until the acquisition by Dell, Inc. in September 2016. From April 2005 to January 2013, Mr. Sagan served as Chief Executive Officer at Akamai Technologies, Inc. (Nasdaq: AKAM) and was President from May 1999 to September 2010 and from October 2011 to January 2013. He was also a director of Akamai Technologies until 2019. Mr. Sagan currently serves on the board of directors of Akamai and VMware, Inc. (Nasdaq:(NYSE: VMW). and was a director of EMC from December 2007 until the acquisition by Dell, Inc. in September 2016. Mr. Sagan received his B.S. from the Medill School of Journalism at Northwestern University. We believe that Mr. Sagan is qualified to serve on our board of directors because of his experience and leadership in both in the technology and venture capital fields.

Moncef Slaoui, Ph.D., has served as a member of our board of directors since July 2017. Dr. Slaoui joined GlaxoSmithKline Plc (NYSE: GSK) (“GSK”) in 1988, where he engineered the development of a robust vaccines pipeline. He then led worldwide business development for pharmaceutical products before his appointment to lead research and development in 2006. He assumed overall responsibility for GSK’s Oncology Business in 2010, for GSK Vaccines in 2011, and for all Global Franchises in 2012. Dr. Slaoui is Chairman of the board of directors of Galvani Bioelectronics, a company launched in November 2016 that GSK jointly owns with Verily Life Sciences. Dr. Slaoui has advised the U.S. President’s Council of Advisors on Science and Technology, was a member of the Board of the Agency for Science, Technology, & Research until January 2011, the PhRMA Foundation Board from 2008 to 2016, and the Advisory Committee to the Director of the National Institutes of Health from 2011 to 2016. Dr. Slaoui previously served on the board of directors of Intellia Therapeutics Inc. (Nasdaq: NTLA). Dr. Slaoui is also a former Professor of Immunology at the University of Mons, Belgium. Dr. Slaoui received a Ph.D. in Molecular Biology and Immunology from Université Libre de Bruxelles. We believe that Dr. Slaoui is qualified to serve on our board of directors because of his vast experience in the pharmaceutical industry and various leadership positions.

Director nominee

Sandra Horning, M.D.,is nominated to serve as a Class II director on our board. Dr. Horning was the Chief Medical Officer and Global Head of Product Development of Roche, Inc., from 2009 until her retirement in 2019. Prior to Roche, Dr. Horning spent 25 years as a practicing oncologist, investigator and tenured professor at the Stanford University School of Medicine, where she remains a professor of medicine emerita. From 2005 to

2006, she served as President of the American Society of Clinical Oncology. From 2015 to 2018, Dr. Horning served on the Foundation Medicine Board of Directors. She currently serves as an advisor to EQRx, Inc. Dr. Horning received her M.D. from the University of Iowa School of Medicine and completed her post-graduate fellowship in Oncology and Cancer Biology at Stanford University. We believe that Dr. Horning is qualified to serve on our board of directors because of her significant experience in the field of oncology and her product development leadership experience.

Composition of our board of directors

Our board consists of nine members. Our nominating and corporate governance committee and our board of directors consider a broad range of factors relating to the qualifications and background of nominees. Our nominating and corporate governance committee’s and our board of director’s priority in selecting board

Board leadership structure and board’s role in risk oversight

Currently, the role of chairman of the board of directors 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 of directors and to ensure the execution of the recommended plans. The chairman of the board of directors is responsible for leading the board of directors in its fundamental role of providing advice to and independent oversight of management. Our board of directors recognizes the time, effort, and energy that the Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our chairman, particularly as the board of directors’ oversight responsibilities continue to

Audit committeeCommittee

Mr. Berenson, Mr. Sagan, and Mr. Ruiz serve on the audit committee, which is chaired by Mr. Ruiz. Our board of directors has determined that each areis “independent” for audit committee purposes as that term is defined by the rules of the SEC and Nasdaq, and that each has sufficient knowledge in financial and auditing matters to serve on the audit committee. Our board of directors has designated Mr. Ruiz as an “audit committee financial

board of directors (held during the period for which such person has been a director) and (ii) the total number of meetings held by all committees of the board of directors on which such person served (during the periods that such person served).

Any person, whether or not an employee, who has a concern about the Company’s conduct, or any of its people, including with respect to accounting, internal accounting controls, or auditing matters, who wishes to communicate directly with the audit committee, may contact the audit committee in a confidential or anonymous manner. Contact may be made:

EXECUTIVE COMPENSATION

OverviewCompensation Discussion and Analysis

The following discussion contains forward-looking statements that are based onThis Compensation Discussion and Analysis (“CD&A”) describes our current plans and expectations regarding our futureexecutive compensation programs. The actual amount and form of compensation that we payprogram and the 2019 compensation policies and practices that we adopt in the future may differ materially from the currently-planned programs that are summarized herein.

The compensation provided tofor our named executive officers (our “NEOs”). This CD&A should be read with the compensation tables and related disclosures for the year ended December 31, 2018 is detailed in the 2018 Summary Compensation Table and accompanying footnotes and narrative that follow.our NEOs.

Our named executive officersNEOs for the year ended December 31, 2018, which include our Chief Executive Officer and our two most highly-compensated executive officers other than our Chief Executive Officer, are:2019 were as follows:

Oversight

Moderna is advancing messenger RNA (“mRNA”) science to create a new class of transformative medicines for patients. mRNA medicines are designed to direct the body’s cells to produce intracellular, membrane or secreted proteins that can have a therapeutic or preventive benefit and have the potential to address a broad spectrum of diseases. Our platform builds on continuous advances in basic and applied mRNA science, delivery technology and manufacturing, providing the Company the capability to pursue in parallel a robust pipeline of new development candidates. We are developing therapeutics and vaccines for infectious diseases, immuno-oncology, rare diseases, cardiovascular diseases, and autoimmune and inflammatory diseases, independently and with strategic collaborators. We currently have 24 mRNA development candidates in our portfolio across six separate modalities, with twelve in clinical studies. Four of these programs are in or preparing for Phase 2 clinical trials and the Company is preparing for its first Phase 3 clinical trial.

Corporate Performance Highlights

Our executive compensation program seeks to incentivize and reward strong corporate performance. Highlights of our 2019 corporate performance are set forth below.

Clinical and Regulatory

Corporate

Executive Compensation Philosophy

Our executive compensation program is guided by our overarching philosophy of paying for demonstrable performance. We are focused on our mission to “Deliver on the promise of mRNA science to create a new generation of transformative medicines for patients.” We believe that Moderna is still in the early stages of this journey and that for us to be successful, we must hire and retain a talented team who can help achieve this mission through the successful pursuit of our company priorities. In addition, we expect our executive team to possess and demonstrate strong leadership and management capabilities.

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

Executive Compensation Program Design

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

Our executive compensation program consists of a mix of compensation elements that balance achievement of our short-term goals with our long-term performance. We provide short-term incentive compensation opportunities in the form of annual cash bonuses, which focus on our achievement of annual corporate goals. We also provide long-term incentive compensation opportunities in the form of equity awards, which have historically included solely stock options which focus executive attention on our long-term performance. Given Moderna’spre-commercial stage of development, we believe that stock options provide a strong reward for growth in the market price of our common stock because their entire value depends on future stock price appreciation.

In 2020, we are introducing a limited amount of equity choice for our employees, including our executive team members (other than our CEO), which will allow executives to receive up to 25% of their annual equity grant in the form of Restricted Stock Units (“RSUs”). Our equity choice program is intended to differentiate our company in the marketplace, to attract and retain top employee talent, to allow employees (other than our CEO) to elect to receive their equity awards to conform to their particular risk tolerance profile and to further promote employee engagement.

Options granted to our executive team will continue to have a standard vesting schedule of 25% after one year and quarterly over the next three years. The vesting terms of RSUs chosen by the executive team will require a longer “cliff” vesting period of 50% on the second anniversary of the date of grant and quarterly over the next two years. We believe RSUs also reward growth in the market price of our common stock because they derive additional value from future stock price appreciation, and they are less dilutive to our stockholders because they require fewer shares than stock options to deliver the same dollar value of an award. In addition, we believe that the multi-year vesting requirements applicable to both stock options and RSUs encourage retention because our senior executives are incentivized to remain employed through the vesting period.

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

What We Do:

What We Don’t Do:

In prior years, we were an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and were not required to hold anon-binding, advisory vote on the compensation of our NEOs (a“Say-on-Pay Vote”). At this Annual Meeting of Stockholders, we will hold our firstSay-on-Pay Vote as described in Proposal 3 of this Proxy Statement. Our board of directors and compensation committee will consider the result of theSay-on-Pay vote, and the related“Say-on-Frequency” vote, as well as feedback received throughout the year, when making compensation decisions for our executive officers in the future because we value the opinions of our stockholders.

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 committeeCompensation 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 shareholders.stockholders. We have not adopted formal guidelines for allocating total compensation between long-term and short-term compensation, cash compensation andnon-cash compensation, or among different forms ofnon-cash compensation.

Our compensation committeeCompensation 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 the authority to approve grants of equity awards, subject to certain parameters, under the 2018 Stock Option and Incentive Plan (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 equityawards-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 committeeawarded 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 our programs are still in early-clinical or preclinical stage, the Compensation Committee and the board of directors, as applicable, believes it is best to rely on their own knowledge of our business and industry and therefore they use judgment in assessing these factors and making compensation decisions.

Role of Management

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

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

Role of Compensation Consultant

The Compensation Committee engages an external compensation consultant to assist it by providing information, analysis and other advice relating to our executive compensation program. For 2019, 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 theour compensation committee’s compensation consultants areconsultant is independent of Company management. During 2018,2019, Pay Governance LLC did not provide services to us other than the services to our compensation committeeCompensation Committee described herein. Our compensation committeeCompensation Committee performs an annual assessment of its compensation consultants’ independence to determine whether the consultants are independent. Our compensation committeeindependent and in 2019 has determined that Pay Governance LLC is independent.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 companies that are similar to us in terms of 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 if 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 Compensationsurvey-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.

As a new public company in late 2018, we established a Peer Group that the Compensation Committee believed would be an appropriate set of peer companies against which to compare Moderna for purposes of establishing 2019 annual base salary, target bonus and equity awards for our NEOs.

To determine the composition of the Peer Group for 2019, the Compensation Committee considered the following criteria:

This analysis led to the initial selection of the following peer group which was used to make the relevant compensation assessments for 2019.

Based on a review of the analysis prepared by Pay Governance, in September 2019 the Compensation Committee approved the updated compensation peer group below for the remainder of 2019 and for 2020; however, such peer group was not used for setting compensation for our NEOs for 2019. The factors considered were similar for updating the peer group as set forth above, were reflective of the size and scope of the Company and were not significantly changed from those used in 2018.

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 certainchange-in-control severance payments and benefits pursuant to our Amended and Restated 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 retaintop-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; however, we did not do so in 2019.

2018 Summary Compensation Table

The following table provides information regarding the total compensation awarded to, earned by, and paid to our named executive officers for services rendered to us in all capacities for the years ended December 31, 2018 and 2017:

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, ended December 31, 2018,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. Target annual bonuses represent a specific percentage of annual base salary.

2019 Corporate Objectives

In early 2019, we set broad based corporate objectives designed to inform more detailed goal setting by individual executive officers and their teams. These were designed astwo-year objectives and during 2019 we executed on these corporate objectives for 2019-2020, which include:

These corporate objectives did not have specific target levels associated with them for purposes of determining performance under the Bonus Plan, and our Compensation Committee had full discretion to determine the level of achievement for corporate performance during 2019.

2019 Target Annual Bonus

In February 2019, the Compensation Committee reviewed the target annual bonuses for Mr. Bancel, Dr. Mendlein,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, and Dr. Kim were equal to 100%, 50%approved the 2019 target annual bonuses of our NEOs.

2019 Annual Cash Bonuses

During a series of meetings in January and 50%, respectively,February 2020, the Compensation Committee evaluated our achievement of the applicable named2019 corporate objectives. The Compensation Committee considered overall corporate performance in 2019, and specifically certain achievements in the progress of the pipeline and in corporate matters. Specifically, in evaluating overall corporate performance in 2019, the Compensation Committee considered our success in positioning the Company for future progression and success and highlighted:

Based on these considerations, the Compensation Committee used its discretion in determining that the Company objectives had been achieved at a level of 110% achievement. The Compensation Committee also reviewed the 2019 individual performance of each of our executive officers, other than our CEO, based on an evaluation conducted by our CEO of their performance against their 2019 individual performance goals. Individual performance assessments for each NEO were determined in the discretion of the Compensation Committee following discussions with our CEO (other than for himself). The Compensation Committee reviewed the 2019 individual performance of our CEO. The performance assessment determinations were based on an overall subjective 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. We operate in a rapidly evolving and highly competitive industry and we set a high bar for performance expectations for each one of our NEOs.

Individual Performance Percentage.

In 2019, as we established Moderna as a public company, management and the Compensation Committee evaluated our overall approach for the variable cash compensation that we pay our employees as part of their overall compensation packages. As part of that planning, management established potential individual performance percentages that could range from 0% to as high as 175% for employees achieving at a very high level of individual accomplishment. For our executives, while no formal ranges are established in advance, the Compensation Committee determined that in considering performance over the course of 2019, an individual executive officer who met our high level of performance expectations over the course of the year would receive an individual performance bonus factor of between 90% and 120% for 2019.

The annual cash bonuses earned by our NEOs for 2019 are set forth in the “Summary Compensation Table” below.

Long-Term Incentive Compensation

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

At the time of hire, equity awards are granted to our executive officers, including our NEOs, based on the factors described in “Governance of Executive Compensation Program—Compensation-Setting Factors” above. Typically, at the beginning of each year, the Compensation Committee reviews the equity awards for our

executive officers, including our NEOs, and determines the size of the annual equity awards it deems reasonable and appropriate based on such factors. In addition, the Compensation Committee may deem it advisable to grant subsequent equity awards to our executive officers, including our NEOs, and may adjust their equity awards in the event of a promotion or significant change in responsibilities; however, we did not do so in 2019.

2019 Annual Equity Awards

In a series of meetings in early 2019, 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, and approved the 2019 annual equity awards for our NEOs below.

All of the equity awards to our NEOs in 2019 were in the form of stock options. The stock options vest, and become exercisable, over a four-year period, 25% of the underlying shares vesting on the first anniversary of grant and the remaining shares vesting over the next three years on a quarterly basis (every three months) after the vesting commencement date of March 8, 2019, so that all of the underlying shares will be vested on the date four years after the vesting commencement date, so long as the NEO remains an employee or other service provider (including a consultant) of the Company on such vesting dates. We believe that the multi-year vesting requirements encourage retention because our senior executives are incentivized to remain employed through the vesting period.

In 2019, we did not grant any RSUs to our NEOs. We believe that stock options provide a strong reward for growth in the market price of our common stock because their entire value depends on future stock price appreciation. The equity awards granted to our NEOs in 2019 are set forth in the “Summary Compensation Table” and the “Grants of Plan-Based Awards for Fiscal Year 2019” table below.

Non-Employee Director and Executive Officer Stock Ownership Policy

In 2019 the Compensation Committee evaluated and adopted a Stock Ownership Policy that will have a Determination Date of December 31, 2024. The policy requires that by the Determination Date, the CEO hold seven times his or her annual base salary; however,salary, the President, six times his or her annual base salary and all other officers, three times his or her annual base salary. As of December 31, 2019, each of Mr. Bancel and Dr.Drs. Kim earnedand Hoge owned more than their applicable target annual bonuses for such year, based on their individual performance during such year. Dr. Mendlein earned his target annual bonus for such year. The amounts earned under the Bonus Plan with respectrequired value of shares of Moderna common stock.

Health and Welfare Benefits

Our executive officers, including our NEOs, are eligible to participate in the same employee benefit plans that are generally available to all of our employees, subject to the year ended December 31, satisfaction of certain eligibility requirements, such as medical, dental, and life and disability insurance plans. We pay, on behalf of our employees, a portion of the premiums for health, life and disability insurance.

2018 Employee Stock Purchase Plan

Our executive officers, including our NEOs, are reported undereligible to participate in our 2018 Employee Stock Purchase Plan (the “ESPP”) on the “Bonus” column in the Summary Compensation Table above.

Signing bonus

In connection with Dr. Mendlein’s commencementsame basis as our other full-time employees. The ESPP permits eligible employees to set aside a portion of employment with us on January 2, 2018, he receivedtheir compensation during a lump sum cash signing bonus equal to $150,000, which is reported under the “Bonus” column in the Summary Compensation Table above.

Equity compensation

During the year ended December 31, 2018, we granted optionssix-month offering period and use such contributions to purchase shares of our common stock at a purchase price equal to each85% of our named executive officers, as described in more detail in the “Outstanding equity awards at 2018year-end” table below.

Stephen Hoge, M.D.

On November 26, 2012, we entered into an offer letter with Dr. Hoge, who currently serves as our President. The offer letter provides for Dr. Hoge’sat-will employment and set forth his initial annual base salary, initial target annual bonus and an initial equity award grant, as well as his eligibility to participate in our benefit plans generally. Dr. Hoge is subject to our standardnon-competition, non-solicitation, confidentiality, and assignment agreement, which provides for a perpetual post-termination confidentiality covenant as well as post-terminationnon-competition andnon-solicitation of customers, employees and consultants covenants for one year following termination.

Tal Zaks, M.D.

On February 17, 2015, we entered into an offer letter with Dr. Zaks, who currently serves as our Chief Medical Officer. The offer letter provides for Dr. Zaks’at-will employment and set forth his initial annual base salary, initial target annual bonus, and an initial equity award grant, as well as his eligibility to participate in our benefit plans generally. Dr. Zaks is subject to our standardnon-competition,non-solicitation, confidentiality, and assignment agreement, which provides for a perpetual post-termination confidentiality covenant as well as post-terminationnon-competition andnon-solicitation of customers, employees, and consultants covenants for one year following termination.

Juan Andres

On March 16, 2017, we entered into an offer letter with Mr. Andres, who currently serves as our Chief Technical Operations and Quality Officer. The offer letter provides forMr. Andres’ at-will employment and set forth his initial annual base salary, initial target annual bonus, and an initial equity award grant, as well as his eligibility to participate in our benefit plans generally. Mr. Andres also received a $300,000 signing bonus, repayable in certain circumstances following termination of employment during the first 24 months following the date of employment. In addition, Mr. Andres received certain relocation benefits. As part of the named executive officers in connection with his employment with us,offer letter, Mr. Andres is subject to ourstandard non-competition, non-solicitation, confidentiality, and assignment agreement, which set forth the termsprovides for a perpetual post-termination confidentiality covenant as well as post- termination non-competition and conditionsnon-solicitation of his employment. customers, employees, and consultants covenants for one year following termination.

Executive Severance Plan

In June 2018, we adopted a newan executive severance plan (the “Executive Severance Plan”) in which Mr. Bancel and Dr. Kim participate along withall our other executive officers (other than Dr. Mendlein).NEOs participate. The Executive Severance Plan was amended and restated in November 2018 (the “Amended and Restated Executive Severance Plan”) and provides for certain payments and benefits in the event of certain qualifying terminations of employment, including an involuntary termination of employment in connection with a change in control of the Company, and replaces the severance provisions in the named executive officers’our NEOs’ offer letters, if any. Dr. Mendlein did not participateThe Amended and Restated Executive Severance Plan is designed to help ensure the continued service of key executive officers in an acquisition context, to provide reasonable compensation to executive officers who leave our employ under specified circumstances and to align the interests of our executive officers and our stockholders when considering our long-term future.

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

In addition, we believe it is partyappropriate 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 Strategic Advisor and Transition Agreement as described herein.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.

Amended and Restated Executive Severance Plan

The Amended and Restated Executive Severance Plan provides that upon a termination of employment by us other than for “cause” (as defined in the Amended and Restated Executive Severance Plan), death, or “disability” (as defined in the Amended and Restated Executive Severance Plan), or upon a resignation by an eligible participant for “good reason” (as defined in the Amended and Restated 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 Amended and Restated Executive Severance Plan) and ending on theone-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 Amended and Restated Executive Severance Plan), (i) a severance amount equal to 12 months of the participant’s annual base salary in effect immediately prior to such termination, payable over 12 months, (ii) an amount equal to (A) the participant’s annual target bonus in effect immediately prior to such termination, multiplied by (B) a fraction with a numerator equal to the number of full weeks elapsed in the then-current fiscal year prior to the date of

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 named executive officers

Stéphane Bancel

On February 23, 2011, we entered into an offer letter with Mr. Bancel, who currently serves as our Chief Executive Officer. The offer letter set forth Mr. Bancel’s initial annual base salary, initial target annual bonus, and initial equity award grants. Mr. Bancel is subjectcommon stock to our standardnon-competition,non-solicitation, confidentiality, and assignment agreement, which provides for a perpetual post-termination confidentiality covenant as well as post-terminationnon-competition andnon-solicitationemployees, including our executive officers, or advisors or consultants pursuant to any of customers, employees, and consultants covenants for one year following termination.

In addition, in June 2018, we entered into a letter agreement with Mr. Bancel, which was amended on November 4, 2018.our equity compensation plans. Pursuant to the letter agreement,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. The equity award granting authority delegated to our CEO applies to employees at the vice president level and below and to equity awards within the specific ranges set forth in the policy.

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

In addition, the time thatpolicy sets forth the way our Registration Statement for our initial public offering was declared effectiveequity 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 SEC (the “IPO Effective Date”), which occurred on December 6, 2018. The option has a per share exerciseclosing market price equal to $23.00 per share, which was the “Price to the Public” set forth on the cover page of our final prospectus included in the Registration Statement and was the fair market valueNasdaq Global Select Market of a share of our common stock on the granteffective date of grant, and if the option. The “Vesting Commencement Date” for the option was June 13, 2018. The option hasgrant of an aggregate grant date fair value of $48,119,256. The option is divided into two tranches.One-halfdenominated in dollars, the number of the shares subject to such option will be determined by dividing such value by the Black-Scholes value of an option (the “Tranche 1 Portion”), will vestfor one share of our common stock on the fifth anniversaryeffective 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.

Policy Prohibiting Hedging and Pledging

Our Insider Trading Policy prohibits our executive officers, thenon-employee members of our board of directors and certain designated employees who in the course of the Vesting Commencementperformance 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.

Date, generallyTax 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. For taxable years beginning before January 1, 2018 (i) these executive officers consisted of a public corporation’s chief executive officer and up to three other executive officers (other than the chief financial officer) whose compensation is required to be disclosed to stockholders under the Exchange Act because they are our most highly-compensated executive officers and (ii) qualifying “performance-based compensation” was not subject to Mr. Bancel’s continued employment withthis deduction limit if specified requirements are met.

Pursuant to the Company through such date,Tax Cuts and Jobs Act of 2017, which was signed into law on December 22, 2017 (the “Tax Act”), for taxable years beginning after December 31, 2017, the remainingone-halfremuneration of the sharesa public corporation’s chief financial officer is also subject to the option (the “Tranchededuction limit. In addition, subject to certain transition rules (which apply to remuneration provided pursuant to written binding contracts which were in effect on November 2, Portion”)2017 and which are not subsequently modified in any material respect), 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 vestnot be deductible unless it qualifies for the transition relief described above or transition relief applicable to certain newly public companies.

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 accordancethe 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 following schedule: 25%goals of our executive compensation program, even though some compensation awards may result innon-deductible compensation expense.

Accounting for Stock-Based Compensation

We follow the shares subjectFinancial 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 Tranche 2 Portion will vest on the second anniversarycompensation expense for all share-based payment awards made to our employees andnon-employee members of the Vesting Commencement Date and the remaining shares subject to the Tranche 2 Portion will vest in equal quarterly installments thereafter for the next three years, generally subject to Mr. Bancel’s continued employment with the Company through each applicable vesting date. The option is subject to the terms, conditions, definitions, and provisions of the 2018 Stock Option and Incentive Plan (the “2018 Stock Plan”) and the applicable stock option agreement thereunder. Ourour board of directors, elected to make this option grant to recognize Mr. Bancel’s continuing leadership of the Company in its mission to create a new category of transformative medicines based on mRNA. Our board of directors believes that setting the exercise price for this option grant at the price of the shares sold to the public in our initial public offering, which was $23.00 per share, will further align on a going-forward basis the economic interests of our Chief Executive Officer and our stockholders, including those who purchased shares in our initial public offering.

John Mendlein, Ph.D.

On December 22, 2017, we entered into an offer letter with Dr. Mendlein, our former President, Corporate and Product Strategy, pursuant to which Dr. Mendlein commenced employment with us on January 2, 2018. The offer letter provided for a lump sumsign-on bonus of $150,000, a base salary of $500,000 per year, and a target bonus of up to 50% of annual base salary, along with eligibility to participate in our benefit plans generally. The offer letter set forth Dr. Mendlein’s new hire equity grant of an optionstock options to purchase 2,981,651 shares of the Company’sour common stock and the vesting schedule thereof (the “New Hire Grant”), which is described more fully in the “Outstanding equityother stock awards, at 2018year-end” table below. On January 17, 2019, we entered into a Strategic Advisor and Transition Agreement with Dr. Mendlein (the “Transition Agreement”), pursuant to which his employment with the Company ended on February 1, 2019 (the “Termination Date”), and he transitioned into a role of anon-employee strategic advisor for a period of up to 6 months following the Termination Date (the “Consulting Period”). In addition, Dr. Mendlein agreed to a general, mutual release of claims and certain restrictive covenants including those related to proprietary information, assignment of rights,non-competition, andnon-solicitation, which are applicable to him during and after the Consulting Period (collectively, the “Restrictive Covenants”). During the Consulting Period, Dr. Mendlein will be paid a consulting fee of $62,500 per month and will receive a monthly payment, for 6 months, equal to the monthly employer contribution that we would have made to provide health insurance for him if he had remained employed by us for 6 months following the Termination Date, based on the premiums asgrant 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 Termination Date. Dr. Mendlein also received his target bonus for 2018 (i.e., $250,000). Pursuant to the Transition Agreement, the Company (i) extended the vesting periodawards may never realize any value from their awards.

Taxation of “Parachute” Payments

Sections 280G and 4999 of the New Hire Grant through the Consulting Period,Code provide that executive officers and (ii)directors who hold significant equity interests and certain other service providers may be subject to the continued compliance by Dr. Mendlein with the Restrictive Covenants, extended the post-termination exercise period for all the outstanding vested options held by Dr. Mendlein at the end of the Consulting Period for a period of 6 months following the end of the Consulting Period.

Lorence Kim, M.D.

On February 20, 2014, we entered into an offer letter with Dr. Kim, who currently serves as our Chief Financial Officer. The offer letter provides for Dr. Kim’sat-will employment and set forth his initial annual base salary, initial target annual bonus, and an initial equity award grant, as well as his eligibility to participate in our benefit plans generally. Dr. Kim is subject to our standardnon-competition,non-solicitation, confidentiality, and assignment agreement, which provides for a perpetual post-termination confidentiality covenant as well as post-terminationnon-competition andnon-solicitation of customers, employees, and consultants covenants for one year following termination.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.

2019 Summary Compensation Table

The following table provides information regarding the total compensation awarded to, earned by, and paid to our named executive officers for services rendered to us in all capacities for the years ended 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.

Grants of Plan-Based Awards for Fiscal Year 2019

The following table sets forth the individual awards made to each of our NEOs during 2019. For a description of the types of awards indicated below, please see our “Compensation Discussion and Analysis” above.

Outstanding equity awards at 20182019year-end

The following table sets forth information regarding outstanding equity awards held by our named executive officersNEOs as of December 31, 2018:2019:

Option Exercises and Stock Vested in Fiscal Year 2019

The following table sets forth the number of shares acquired and the value realized upon exercises of stock options and vesting of RSUs and restricted stock awards during the fiscal year ended December 31, 2019 by each of our NEOs.

Potential Payments on Termination or Change in Control

Our Amended and Restated 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 assuming that a qualifying termination occurred on December 31, 2019. The market price of a share of our common stock on December 31, 2019 was $19.56.

Equity Compensation Plan Information

The following table provides information as of December 31, 20182019 with respect to shares of our common stock that may be issued under our existing equity compensation plans.

DIRECTOR COMPENSATION

Non-employee director compensation program

Effective December 6, 2018, we adopted anon-employee director compensation policy, which was amended on March 21, 2019, pursuant to which ournon-employee directors are eligible to receive the following cash retainers (which will be prorated for partial years of service) and equity awards: