UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION
Proxy Statement Pursuant to Section 14(a) OF THEof the Securities
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Notice of Annual Meeting of Stockholders
THURSDAY, APRIL 28, 2022 | |||||
8:00 a.m., Eastern Time | |||||
www.virtualshareholdermeeting.com/MRNA2022 | |||||
HOW TO VOTE Review your proxy statement and vote in | |||||
Internet www.proxyvote.com | |||||
Telephone 1-800-690-6903 | |||||
Complete, sign, date, and return your proxy card or voting instruction form | |||||
YOUR VOTE IS IMPORTANT. Even if you plan to participate in the Annual Meeting, we urge you to submit your proxy in advance to ensure your shares are represented. This will not affect your right to participate in the meeting and to vote your shares at that time. For additional information on voting and participating in the meeting, please see “Information About the 2022 Annual Meeting of Stockholders” on page 68. |
200 Technology Square
Cambridge, MA 02139
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”), which will be held on Thursday, June 27, 2019,April 28, 2022, beginning at 8:00 a.m., Eastern Time at our offices located at 200 Technology Square, Cambridge, Massachusetts 02139,(the Annual Meeting), for the following purposes:
1. To elect three of our Class I director nominees set forth in the proxy statement,directors, each to serve for a three-year term expiring at the 20222025 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;stockholders;
2. To approve, on a non-binding, advisory basis, the compensation of our named executive officers;
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2019;2022;
To vote on a shareholder proposal requesting a report on the feasibility of transferring intellectual property; and
3. To transact such other business as may be properly brought before the Annual Meeting or any adjournment or postponement thereof.
The Annual Meeting will be conducted virtually due to the COVID-19 pandemic and related public health concerns. You will be able to participate in the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/MRNA2022. You also will be able to vote your shares electronically during the Annual Meeting. For more information about our virtual Annual Meeting, please see “Information About the 2022 Annual Meeting of Stockholders” on page 68.
Our boardBoard of directorsDirectors has fixed the close of business on April 29, 2019March 1, 2022, as the “Record Date”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, 2018 (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.
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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.
PROXY STATEMENT
FOR 2019ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 8:00 a.m. Eastern Time on June 27, 2019
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 2019 Annual Meeting of Stockholders (the “Annual Meeting”), and any postponements or adjournments thereof. The Annual Meeting will be held on June 27, 2019 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”) is2021, are first being mailed on or about May 15, 2019March 10, 2022, to all stockholders entitled to vote at the Annual Meeting. These materials also are available at www.proxyvote.com, using the control number provided with your materials.
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETINGBy order of the Board of Directors,
Stéphane Bancel
TheChief Executive Officer and Director
Cambridge, Massachusetts
March 9, 2022
moderna 2022 Proxy statement |1
This summary highlights certain information provided infrom this Proxy Statement, but does not contain all 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.information that you should consider. Please read the entire proxy statement carefullyProxy Statement 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. 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, 2019 will receive the proxy materials and have the ability to access them via the Internet, including this proxy statement and For more complete information regarding Moderna’s 2021 performance, please review our Annual Report at www.proxydocs.com/MRNA.
What proposals will be voted on at the Annual Meeting?
There are two proposals scheduled to be voted on at the Annual Meeting:
the election of three Class I directors to hold office until the 2022 annual meeting of stockholders or until their successors are duly elected and qualified; and
the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firmForm 10-K for the year endingended December 31, 2019.2021.
When | Where | Record date |
Thursday, April 28, 2022, at 8:00 a.m., Eastern time. | The meeting will be held virtually at www.virtualshareholdermeeting.com/MRNA2022 | March 1, 2022 |
At the time this proxy statement was mailed, our management and board of directors were not aware of any other
The matters to be presentedwe will act upon 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:
are:
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moderna 2022 Proxy statement |2
moderna 2022 Proxy statement |3
To deliver on the promise of mRNA science to create a new generation of transformative medicines for patients. Since our founding in 2010, we have transformed from a research-stage company advancing programs in the field of mRNA to a commercial enterprise with a diverse clinical portfolio of vaccines and therapeutics across seven modalities, a broad intellectual property portfolio in areas including mRNA and lipid nanoparticle (LNP) formulation, and an integrated manufacturing plant that allows for rapid clinical and commercial production at scale. Moderna has established relationships with a broad range of domestic and overseas government and commercial collaborators, which has allowed for the pursuit of both groundbreaking science and rapid scaling of our manufacturing capabilities. Most recently, Moderna’s capabilities have come together to allow the authorization and approval of one of the earliest and most-effective vaccines against the COVID-19 pandemic. moderna 2022 Proxy statement |4
moderna 2022 Proxy statement |5
Proposal No. 1 Election of |
The Board of Directors recommends a vote “FOR” the election of each of the three nominees as a Class I director to serve for a three-year term. |
non-votesmoderna will have no effect on this proposal.2022 Proxy statement |6
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 DIRECTORS TO SERVE FOR A THREE-YEAR TERM.
Age: 59 since: 2010 Chairman since: 2012 Independent Committees: Nominating and Corporate Governance (chair) Product Development 2021 Attendance: 100% Noubar Afeyan, Ph.D. Qualifications Dr. Afeyan is qualified to serve on our Board of Directors because of his significant experience co-founding, leading, and investing in numerous biotechnology companies, and his long history with Moderna. Other Public Boards Education Rubius Therapeutics, Inc. (since 2013) Omega Therapeutics, Inc. (since 2016) Seres Therapeutics, Inc. (2012-2020) Evelo Biosciences, Inc. (2014-2019) Kaleido Biosciences, Inc. (2015-2019) B.S. in chemical engineering from McGill University Ph.D. in biochemical engineering from the Massachusetts Institute of Technology Dr. Afeyan founded Flagship Pioneering and serves as its Senior Managing Partner and Chief Executive Officer. He currently serves on the boards of numerous privately held companies. Dr. Afeyan was previously a visiting lecturer of business administration at Harvard Business School and was previously a senior lecturer at MIT’s Sloan School of Management, where he taught courses on technology-entrepreneurship, innovation, and leadership. Age: 49 Director since: 2011 Committees: None 2021 Attendance: 100% Mr. Bancel is qualified to serve on our Board of Directors because of his extensive leadership experience in the healthcare industry, experience as a director of public and private companies, and in-depth knowledge of Moderna’s operations from his decade as CEO. Other Public Boards Education Qiagen N.V. (2013-2021) Syros Pharmaceuticals, Inc. (2013-2017) Master of Engineering degree from École Centrale Paris Master of Science in chemical engineering from the University of Minnesota M.B.A. from Harvard Business School Mr. Bancel has served as our Chief Executive Officer since October 2011. Before joining Moderna, Mr. Bancel served for five years as Chief Executive Officer of the French diagnostics company bioMérieux SA. From July 2000 to March 2006, he served in various roles at Eli Lilly and Company, including as Managing Director, Belgium, and as Executive Director, Global Manufacturing Strategy and Supply Chain. Prior to Eli Lilly, Mr. Bancel served as Asia-Pacific Sales and Marketing Director for bioMérieux. He is currently a Venture Partner at Flagship Pioneering. moderna 2022 Proxy statement |7 Age: 65 Director since: 2019 Independent Committees: Compensation and Talent Product Development 2021 Attendance: 100% François Nader, M.D. Qualifications Other Public Boards Education Talaris Therapeutics, Inc. (since 2021), Chair Acceleron Pharma Inc. (2014-2021), Chair 2015-2021 Alexion Pharmaceuticals, Inc. (2017-2021) Prevail Therapeutics Inc. (2018-2021) Clementia Pharmaceuticals Inc. (2014-2019) Advanced Accelerator Applications S.A. (2016-2018) Baxalta Inc. (2015-2016) Trevena Inc. (2014-2015) NPS Pharmaceuticals (2008-2015) French doctorate in medicine from St. Joseph University in Lebanon Physician Executive M.B.A. from the University of Tennessee Dr. Nader served as President, Chief Executive Officer and Executive Director of NPS Pharmaceuticals from 2008 until 2015, when the company was acquired. During his tenure as CEO, Dr. Nader transformed NPS Pharma into a leading global biotechnology company focused on delivering innovative therapies to patients with rare diseases. Prior to NPS, Dr. Nader was a venture partner at Care Capital. He previously served on Aventis Pharma’s North America Leadership Team, holding a number of executive positions in integrated healthcare markets and medical and regulatory affairs. Dr. Nader previously led global commercial operations at the Pasteur Vaccines division of Rhone-Poulenc. He is chairman of the board at Talaris Therapeutics, Inc. and senior advisor for Blackstone Lifesciences. Dr. Nader is the former Chairman of BioNJ, New Jersey’s biotechnology trade organization, and previously served on the board of the Biotechnology Industry Organization. Director since: 2017 Term expires: 2023 Independent Committees: Compensation and Talent (chair) Audit 2021 Attendance: 100% Stephen Berenson Qualifications Mr. Berenson is qualified to serve on our Board of Directors because of his financial experience and deep understanding of capital raising, mergers & acquisitions, public company board governance, shareholder engagement, regulation and risk management, obtained through a long career in investment banking and through his work at Flagship Pioneering guiding the growth and development of biotech companies. Other Public Boards Education Seres Therapeutics, Inc. (since 2019), S.B. in mathematics from the Massachusetts Institute of Technology Mr. Berenson is a Managing Partner at Flagship Pioneering. Prior to that, Mr. Berenson spent 33 years as an investment banker at J.P. Morgan. During his last twelve years at J.P. Morgan, Mr. Berenson was Vice Chairman of Investment Banking and focused on providing high-touch strategic advice and complex transaction execution to leading companies across all industries globally. He was co-founder of J.P. Morgan’s Global Strategic Advisory Council and co-founder of the firm’s Board Initiative. He serves on the Board of Directors of Repertoire Immune Medicines, Inc. and as Chair of the Board of Directors of Cellarity, both of which are privately held. moderna 2022 Proxy statement |8 Director since: 2020 Term expires: 2023 Independent Committees: Product Development (chair) 2021 Attendance: 100% Sandra Horning, M.D. Qualifications Dr. Horning is qualified to serve on our Board of Directors because of her medical knowledge, significant experience in the field of oncology and her product development leadership experience across multiple therapeutic areas. Other Public Boards Education Gilead Sciences, Inc. (since 2020) Olema Pharmaceuticals, Inc. (since 2020) EQRX, Inc. (since 2021) M.D. from the University of Iowa School of Medicine Completed internal medicine training at the University of Rochester Post-graduate fellowship in Oncology and Cancer Biology at Stanford University Dr. Horning was the Chief Medical Officer and Global Head of Product Development of Roche, Inc., from 2014 until her retirement in 2019, and, previous to that, served as Global Head of Oncology Clinical Science at Roche from 2009 to 2013. Prior to Roche, Dr. Horning spent 25 years as a practicing oncologist, investigator and tenured Professor of Medicine at Stanford University School of Medicine, where she remains a Professor of Medicine Emerita. From 2005 to 2006, she served as President of the American Society of Clinical Oncology. From 2015 to 2018, Dr. Horning served on the Foundation Medicine Board of Directors. Age: 73 Director since: 2010 Term expires: 2024 Independent Committees: Nominating and 2021 attendance: 92% Robert Langer, Sc.D. Qualifications Dr. Langer is qualified to serve on our Board of Directors because of his pioneering academic work, extensive medical and scientific knowledge and experience, and service on other public company boards of directors. Other Public Boards Education Frequency Therapeutics (since 2016) Seer, Inc. (since 2020) Puretech Health plc (since 2015) Abpro Korea (since 2020) Rubius Therapeutics, Inc. (2015-2019) Kala Pharmaceuticals, Inc. (2009-2018) B.S. in chemical engineering from Cornell University Sc.D. in chemical engineering from the Massachusetts Institute of Technology Dr. Langer has been an Institute Professor at the Massachusetts Institute of Technology since 2005, and prior to that was a Professor at MIT since 1977. Dr. Langer served as a member of the Science Board to the U.S. Food and Drug Administration from 1995 to 2002, including as chairman for three years. moderna 2022 Proxy statement |9 Age: 70 Director since: 2015 Term expires: 2024 Independent Committees: Nominating and Corporate Governance Product Development 2021 attendance: 100% Elizabeth Nabel, M.D. Qualifications Dr. Nabel is qualified to serve on our Board of Directors because of her extensive experience in the health care field, including senior positions with hospital administration, research universities and governmental organizations. Other Public Boards Education Medtronic plc (since 2014) Lyell Immunopharma, Inc. (since 2021) Accolade, Inc. (since 2021) B.A. from St. Olaf College M.D. from Cornell University Medical College Postgraduate training in internal medicine and cardiovascular diseases at Brigham and Women’s Hospital and Harvard University Dr. Nabel was a member of our Board of Directors from December 2015 to July 2020, and was reappointed to the Board in March 2021. Since March 2021, Dr. Nabel has served as Executive Vice President for Strategy at ModeX Therapeutics, a new biotechnology company focused on immunotherapies for cancer and viral diseases. Through February 2021, Dr. Nabel served as the President of Harvard University-affiliated Brigham Health, which includes Brigham and Women’s Hospital, Brigham and Women’s Faulkner Hospital, and the Brigham and Women’s Physician Organization, a position she held from 2010. Dr. Nabel was also a Professor of Medicine at Harvard Medical School from 2010 to 2021. Prior to joining Brigham Health, Dr. Nabel held a variety of roles, including Director, at the National Heart, Lung and Blood Institute at the National Institutes of Health, a federal agency funding research, training and education programs to promote the prevention and treatment of heart, lung and blood diseases, from 1999 to 2009. She is an elected member of the National Academy of Medicine of the National Academy of Sciences. Age: 63 Director since: 2018 Term expires: 2023 Independent Committees: Audit Compensation and Talent Nominating and Corporate Governance 2021 Attendance: 100% Paul Sagan Qualifications Mr. Sagan is qualified to serve on our Board of Directors because of his extensive expertise and leadership experience in the technology and venture capital fields and as a public company executive and director. Other Public Boards Education VMware, Inc. (since 2014) Catalyst Partners Acquisition Corp. (since 2021) Akamai Technologies, Inc. (2005-2019) EMC Corp. (2007-2016) iRobot, Inc. (2010-2015) Dow Jones & Co. (2007) Digitas, Inc. (2006-2007) B.S. from the Medill School of Journalism at Northwestern University Mr. Sagan is a senior advisor and Executive in Residence at General Catalyst, a venture capital firm, since August 2020 and previously from January 2014 until January 2018, and he served the firm as a Managing Director from January 2018 until August 2020. From April 2005 to January 2013, Mr. Sagan served as Chief Executive Officer at Akamai Technologies, Inc. and was President from May 1999 to September 2010 and from October 2011 to January 2013. moderna 2022 Proxy statement |10 Director since: 2020 Term expires: 2024 Independent Committees: Audit (chair) Compensation and Talent 2021 Attendance: 95% Elizabeth Tallett Qualifications Ms. Tallett is qualified to serve on our Board of Directors because of her extensive professional experience with growing healthcare companies, which has given her an in-depth understanding of the opportunities and challenges facing commercial-stage pharmaceutical companies. Ms. Tallett also has extensive experience as a public company director. Other Public Boards Education Anthem Inc. (since 2013), Chair since 2018 Qiagen, Inc. (since 2011) Principal Financial Group (2001-2021), Lead Director for 12 years Meredith Corp., Inc. (2008-2021), Lead Independent Director for 2 years Coventry Health Care, Inc. (2004-2013), Lead Director for 10 years Varian, Inc. (1996-2010) IntegraMed America Inc. (1998-2008) Nottingham University with a dual first class honours degree in mathematics and economics Ms. Tallett has spent more than 35 years in strategic leadership and operational roles in worldwide biopharmaceutical and consumer products industries, including as principal of Hunter Partners, President and CEO of Transcell Technologies Inc., President of Centocor Pharmaceuticals, and member of the Parke-Davis Executive Committee. Ms. Tallett was a founding member of the Biotechnology Council of New Jersey and chairs the board of trustees at Solebury School in Pennsylvania. She was named a Financial Times Outstanding Director of the year in 2015 and recognized as one of the National Association of Corporate Directors (NACD) Directorship 100 honorees in 2019. moderna 2022 Proxy statement | Composition of our Our Our substantial experience at a strategic or policymaking level in a business, government, non-profit, or academic organization of high standing, able to contribute to Moderna’s strategic growth and able to offer advice and guidance to Moderna’s senior management based on that experience; highly accomplished in his or her respective field; the ability to contribute positively to the Board’s collaborative knowledge of our understanding of the competitive landscape expertise relevant to our growth and business strategy. In addition, every nominee must have sufficient time and availability to devote to Moderna’s affairs, a reputation for high ethical and moral standards, an understanding of the fiduciary responsibilities assumed by public company directors, and the time and energy necessary to diligently carry out those responsibilities, and role model our values and demonstrate a willingness to embrace the Moderna Mindsets, further described in “Human Capital Management” on page 27. In building our Board, we also believe that the following skills and experiences, while not exhaustive, are helpful in ensuring that our directors collectively possess the skills and backgrounds necessary for us to execute on our strategic plans and to exercise the Board’s oversight responsibilities on behalf of our stockholders. Skills and experiences shown below are generally reflective of the individual having worked in the area, rather than experience obtained as a director in the relevant field. Skill/Experience Afeyan Bancel Berenson Horning Langer Nabel Nader Sagan Tallett CEO Experience Digital/Information Security Drug Development Drug Commercialization Finance/Accounting Government/Regulatory Healthcare Industry Human Capital Management International Experience Investor Experience Manufacturing/Supply Chain Science/ Technology / R&D Our directors hold office until their successors have been elected and qualified or until moderna 2022 Proxy statement |12 Governance Committee will continue to seek out candidates who can contribute to the Board Diversity Matrix as of March 9, 2022 Part I: Gender Identity Female Male Non-Binary Decline to Disclose Directors (9 total) 3 5 - 1 Part II: Demographic Background Female Male Non-Binary Decline to Disclose African American or Black - - - - Alaskan Native or Native American - - - - Asian - 1 - - Hispanic or Latinx - - - - Native Hawaiian or Pacific Islander - - - - White 3 5 - - Two or More Races or Ethnicities - 2 - - LGBTQ+ - Did Not Disclose Demographic Background 1 Directors who identify as Middle Eastern - 1 - - Our Board of Board During 2021, the Moderna Board continued to focus on overseeing the launch of the Company’s COVID-19 vaccine, also referred to as Spikevax® or mRNA-1273, as well as oversight for the Company’s long range plan and Scaling Manufacturing. Much of the Board’s focus in 2021 was aimed at ensuring that Moderna was able to produce and ship as much of its COVID-19 vaccine as possible to combat the pandemic. In response to an increase in anticipated demand for mRNA-based vaccines early in 2021, the Board oversaw and approved an expansion of Moderna’s manufacturing capacity, both internally and with contract manufacturing organizations, to help meet this increased demand. These investments will continue to increase production capacity into 2022, and were a key pillar in Moderna’s ability to manufacture and ship 807 million doses of its COVID-19 vaccine in 2021. Clinical Development and Approvals. The Board and its Product Development Committee have also played a significant role in moderna 2022 Proxy statement |13 Adapting to Variants. In response to the emergence of variants of concern of the SARS-CoV-2 virus, we announced early in 2021 that we would continue to monitor and adapt to these variants as needed. The Board and Product Development Committee have remained engaged in overseeing our approach, particularly as we developed vaccines tailored to the Beta, Delta and Omicron variants, and the conduct of clinical trials for these variant-specific vaccines, including multivalent vaccines aimed at multiple strains. Access Initiatives. The Moderna Board remains committed to ensuring that our COVID-19 vaccine protects as many people as possible to combat the pandemic. In addition to overseeing the manufacturing scale up mentioned above, the Board has overseen other key aspects of our access initiatives, including our commitment to waiving certain intellectual property protections in low- and middle-income countries, and our commitment to being able to provide COVAX with up to 650 million doses across 2021 and 2022 at our lowest price. During 2021, approximately 25% of the doses we delivered went to low- and middle-income countries, either through direct sales or facilitated donations. The Board has also been engaged in our commitment to construct an mRNA manufacturing facility in Africa to help ensure local access to medicines in future pandemics, as well as similar initiatives to partner with governments—such as those announced with Canada and Australia—to establish local manufacturing capabilities. Older-Adult Pan Respiratory Vaccine. The Board has also overseen our investments in programs to enable the development of a pan-respiratory vaccine that would potentially combine a COVID-19 booster, seasonal flu vaccine, and a vaccine against respiratory syncytial virus (RSV), which is a significant unmet need. Each of these vaccines is being advanced in parallel. We announced plans to develop a seasonal flu vaccine early in 2021, and provided our first data read-out from a Phase 1 trial in December. A Phase 3 trial for RSV in older adults was also launched toward the end of 2021. Further Pipeline Development. The Board and its committees continue to engage on overseeing our strategy to advance our pipeline beyond vaccines against COVID-19 and other respiratory diseases, including investments in these programs and the talent to advance them. This includes our approach to deploying capital internally, such as on the development of our CMV vaccine, which advanced to a Phase 3 trial in 2021. It also includes oversight of collaborations with external partners, such as the collaboration with Metagenomi to explore gene editing capabilities and with Carisma to expand our approach to fighting cancers. Executive Hires. Our Board and its Compensation and Talent Committee were deeply engaged in building out our bench of executive talent during 2021. This included oversight for the recruitment of our new Chief Legal Officer, Shannon Klinger, our new Chief Medical Officer, Paul Burton, and our new Chief Brand Officer, Kate Cronin. ESG Initiatives. The Board recognizes that as Moderna grows, we have the opportunity to lay the foundation for building the best possible version of Moderna. From an environmental standpoint, this means minimizing our carbon footprint and waste, and building facilities that will help us reach our goal of reaching net-zero carbon emissions globally by 2030. We have the opportunity to build a diverse and inclusive workforce that is instilled with a sense of belonging and our commitment to creating a new generation of transformative medicines for patients. We also have the opportunity to give back to our communities. The Board approved the establishment of the Moderna Charitable Foundation with an initial endowment of $50 million, and the Foundation is expected to begin operations in 2022. Our Corporate Governance Guidelines provide that at least a majority of the members of the Board must meet the independence standards prescribed by rules of The Nasdaq Stock Market. Our Board of Directors has determined that all current directors except Mr. Bancel, our Chief Executive Officer, are independent, as defined by the Securities and Exchange Commission (SEC) and Nasdaq rules. In making this determination, the Board considered the relationships that each non-employee director has with Moderna and other relevant facts and circumstances. In particular, our Board considered the association of our directors with entities that hold more than 5% of our common stock. There are no family relationships among any of our directors or executive officers. In assessing the independence of Dr. Nader, our Board considered the fact that Dr. Nader’s son-in-law is employed by a company within a consortium that provides certain clinical trial advertising recruitment services to Moderna. Dr. Nader’s son-in-law is not an executive officer or significant shareholder of the company providing these services to the services provided to Moderna, and his compensation is not related to Moderna matters. The Board concluded that this relationship does not negatively impact Dr. Nader’s independence. moderna 2022 Proxy statement |14 Directors must notify the Chair of the Nominating and Corporate Governance Committee in connection with any significant change in employment status so we can fully assess the potential for conflicts or other factors that may compromise the director’s independence. At least annually, the Board will evaluate all relationships between Moderna and each director in light of relevant facts and circumstances for the purpose of determining whether a material relationship exists that might signal a potential conflict of interest or otherwise interfere with such director’s ability to satisfy his or her responsibilities as an independent director. Currently, the role of Management is responsible for theday-to-day management of Moderna’s risks, Board.The Audit Committee. The Audit Committee is responsible for reviewing and discussing with Compensation and Talent Committee. The Compensation and Talent Committee is responsible for overseeing risks related to the Company’s workforce, including talent acquisition, development and retention. The committee is also responsible for assessing risks associated with the Company’s compensation programs and, together with the Product Development Committee, is responsible for risk oversight related to pipeline- or R&D-related performance goals in compensation plans. For compensation programs more broadly, the committee seeks to ensure that such programs do not encourage undue risk taking when setting performance goals, and that our executive team is aligned with shareholders. Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for overseeing the Company’s corporate governance and related risks, as well as risks related to the Company’s environmental, social and governance (ESG) policies and initiatives, including climate-related risks and opportunities. moderna 2022 Proxy statement |15 Product Development Committee. The Product Development Committee is responsible for oversight of risks related to the Company’s R&D programs, its product pipeline and development, including the design and advancement of key clinical trials, regulatory strategy, product quality and safety, and risks related to collaborations and strategic partnerships. 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. 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. 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. We have adopted a Code of Business Conduct and Ethics that applies to our Board of Directors and all of our officers and employees. In addition, we have adopted Corporate Governance Guidelines that formalize certain fundamental board policies and practices. Both of these documents are available on the “Investors—Governance—Governance Documents” section of our website, https://investors.modernatx.com. moderna 2022 Proxy statement |16 As described below, our Board of Directors has established The charter for each of the Audit Committee The Audit appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm; pre-approving audit, audit-related and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm; reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements; reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures, as well as the critical accounting policies and practices we use; coordinating the oversight and reviewing the adequacy of our internal control over financial reporting; establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns; overseeing the Company’s internal audit function, including internal audit plans, budgeting and staffing and reviewing any findings resulting from audits; recommending, based upon review and discussions with management and our independent registered public accounting firm, whether our audited financial statements should be included in our Annual Report on Form 10-K; monitoring the integrity of our financial statements and compliance with legal and regulatory requirements as they relate to our financial statements and accounting; preparing the Audit Committee Report required by SEC rules to be included in our annual proxy statement; reviewing all related person transactions for potential conflicts of interest and approving all appropriate transactions; and reviewing quarterly earnings releases. Ms. Tallett (Chair) Mr. Berenson Mr. Sagan Independence: Financial experts: Financial reporting and significant accounting items, including as a result of our increased commercial operations Compliance and enterprise risk management as we have evolved into a global organization across multiple offices Implementation of the internal audit function Cybersecurity and enhancing protection in light of a heightened threat environment Capital allocation strategy, including approach to investments, tax planning, and launch of our share repurchase program moderna 2022 Proxy statement |17 Compensation and Talent Committee The Compensation and Talent Committee’s responsibilities include: reviewing and establishing our overall management compensation, philosophy, and policy; annually reviewing and recommending to the Board of Directors the corporate goals and objectives relevant to the compensation of our Chief Executive Officer; evaluating the performance of our Chief Executive Officer in light of such corporate goals and objectives and, based on such evaluation, recommending to the Board of Directors for approval the primary elements of the CEO’s Compensation; approving the cash and equity compensation of our other executive officers; overseeing and administering our compensation and similar plans; reviewing the Company’s approach to talent management, including recruitment, retention, succession planning, and belonging, diversity and inclusion initiatives; reviewing and approving the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation matters, evaluating and assessing the independence of potential and current compensation advisors, and approving the compensation of any compensation advisors; reviewing and approving our policies and procedures for the grant of equity-based awards; reviewing and recommending to the Board of Directors the compensation of our directors; and preparing the Compensation Committee Report required by SEC rules to be included in our annual proxy statement. Mr. Berenson (Chair) Dr. Nader Mr. Sagan (through March 2022) Ms. Tallett Independence: Recruitment and talent strategy for new executive hires, including new Chief Legal Officer, Chief Medical Officer and Chief Brand Officer and other key talent Growth and talent strategy, including retention, compensation, training, wellness and diversity initiatives Alignment of performance goals and compensation practices to strategy, including design of annual bonus program and performance-based restricted stock units (PSUs) Evolution of peer group and impact on compensation practices Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee’s responsibilities include: developing and recommending to the Board of Directors the criteria for Board and committee membership; establishing procedures for identifying and evaluating Board of Director candidates, including nominees recommended by stockholders; reviewing the composition of the Board of Directors to ensure its members have the appropriate skills and expertise to oversee Moderna; recommending to the Board of Directors the persons to be nominated for election as directors and to each of the Board’s committees; reviewing and recommending to the Board of Directors the appropriate corporate governance guidelines; overseeing the evaluation of our Board of Directors; and reviewing ESG matters pertaining to the Company, including ESG policies and initiatives, including climate-related risks and opportunities. Dr. Afeyan (Chair) Dr. Langer Dr. Nabel Mr. Sagan Representative, recent discussion topics Reevaluation of ideal attributes and skill sets desired of new Board members for future recruitment, including maintaining a focus on increasing diversity Expansion and evolution of ESG efforts, including approach to reporting and governance practices Establishment of the Moderna Charitable Foundation, including scoping its initial endowment and evaluating best practices for grant-making Focus on communities where we operate, as well as meeting our obligations as a global citizen Promotion of shareholder engagement and ensuring thorough consideration of shareholder input and proposals moderna 2022 Proxy statement | Product Development Committee The Product Development Committee’s responsibilities include: assessing our product development strategy; reviewing product development plans for our pipeline; evaluating management recommendations related to the further preclinical and clinical development of our programs, including the conduct of pivotal trials; reviewing R&D- and pipeline-related goals in performance-based compensation plans; providing guidance and assisting in assessments of scientific talent; and advising the Board on scientific and R&D aspects of licensing, strategic partnerships and acquisition or divestiture transactions. Members: Dr. Horning(Chair) Dr. Afeyan Dr. Nabel Dr. Nader Meetings in 2021: 4 Representative, recent discussion topics: Clinical developments related to our COVID-19 vaccine, including ongoing developments related to boosters and variant-specific vaccine candidates (including against Omicron) Review of approach to pivotal trials for CMV and RSV, and development of seasonal flu candidates Clinical trial plans for the Company’s pipeline products R&D- and pipeline-related goals included in 2022 performance-based compensation plans Review and adoption of the new charter for the Committee Board and Each director is expected to make reasonable efforts to attend all Board and applicable committee The full The non-management directors meet at regularly scheduled executive sessions without management participation, and executive sessions with only independent directors are held regularly. The Chair of the Pursuant to our Corporate Governance Guidelines, our Board has committed to conduct a self-evaluation at least annually to assess whether the Board and its committees are functioning effectively. Our Board committees conduct self-evaluations periodically to assess whether they are functioning effectively. Any such evaluation will consider the performance of the Board or the committee, as the case may be, as a unit (rather than the performance of any individual director). The Nominating and Corporate Governance Committee oversees our annual self-evaluation process. As part of a review of its governance practices, the Board determined that Compensation None of the members of our moderna 2022 Proxy statement | Director Onboarding and Continuing Education Moderna conducts an orientation program for each new director to familiarize that individual with our business By e-mail to ir@modernatx.com; or In writing, by mail to Moderna, Inc., Attention: Corporate Secretary, 200 Technology Square, Cambridge, Massachusetts 02139. Any person who has a concern about Officer: Bye-mail to ComplianceOfficer@modernatx.com (anonymity cannot be maintained); In writing (which may be done anonymously), by mail to Moderna, Inc., Attention: Compliance Officer, 200 Technology Square, Cambridge, Massachusetts 02139; Online at By calling the Compliance Hotline at Any person Stockholder Recommendations for Director Nominations The Nominating and Corporate Governance Committee welcomes recommendations from stockholders for director nominees. These nominees will be evaluated in the same manner as nominees that come to the committee’s attention from other sources. To recommend a director nominee, a stockholder should send the following information to 200 Technology Square, Cambridge, Massachusetts such stockholder’s name and address of record; a representation that such stockholder is a record holder of the Company’s securities, or if the stockholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Securities Exchange Act of 1934, as amended (the Exchange Act); the nominee’s name, age, business and residence address; the educational background, current principal occupation or employment, and principal occupation or employment for the preceding five full ears of the nominee; a description of the qualifications and background of the nominee which address the minimum qualifications and other criteria for Board membership approved by the Board; a description of all arrangements or understandings between the stockholder and the nominee; and all information relating to such nominee that is required to be disclosed in solicitations of proxies for election of directors in an election contest pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected). The Nominating and Corporate Governance Committee may seek further information from or about the stockholder making the recommendation and the director nominee, including information about all business and other relationships between the director candidate and the stockholder. Any stockholder recommendation for a director nominee must be submitted to the Company not less than 120 calendar days prior to the date on which the Company’s proxy statement was released to stockholders in connection with the previous year’s annual meeting. To comply with the universal proxy rules (once effective), stockholders who intend to solicit proxies for the Company’s 2023 annual meeting of stockholders in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than February 27, 2023. moderna 2022 Proxy statement |20 Our non-employee directors are eligible to receive the following cash retainers, which are pro-rated for partial years of service: Annual Retainer for service on the Board of Directors $ 60,000 Additional Annual Retainer for service as: Non-Executive Chairman of the Board of Directors $ 65,000 Chair of the Audit Committee $ 25,000 Member of the Audit Committee (other than Chair) $ 12,000 Chair of the Compensation & Talent Committee $ 20,000 Member of the Compensation & Talent Committee (other than Chair) $ 10,000 Chair of the Nominating and Corporate Governance Committee $ 15,000 Member of the Nominating and Corporate Governance Committee (other than Chair) $ 7,500 Chair of the Product Development Committee $ 15,000 Member of the Product Development Committee (other than Chair) $ 10,000 Upon initial election to our Board of Directors, each non-employee director is granted an equity award with an aggregate targeted grant date fair value of $400,000 (the Initial Grant). Beginning in April 2021, 75% of the value of each Initial Grant is delivered in the form of an option award, and the remaining 25% of the Initial Grant is delivered in the form of a restricted stock unit (RSU) award. The option and RSU portions of the Initial Grant vest in full on the one-year anniversary of the grant date, if the recipient has continuously served as our director for that year. On the date of each annual meeting of stockholders, each continuing non-employee director is granted an equity award with an aggregate targeted grant date fair value of $425,000 (the Annual Grant). Beginning in April 2021, 75% of the value of each Annual Grant is delivered in the form of an option award, and the remaining 25% of the Annual Grant is delivered in the form of an RSU award. The option and RSU portions of the Annual Grant vest in full on the earlier of the one-year anniversary of the grant date and the next annual meeting of stockholders, if the recipient has continuously served as a director through the applicable vesting date. The option portions of the Initial Grant and the Annual Grants have exercise prices per share equal to the closing price of a share of Moderna’s common stock on the date of grant, and terms of ten years. The number of RSUs granted for any Initial Grant or Annual Grant is determined by dividing the value attributable to the RSU award by the average closing stock price over the preceding 20-trading days up to and including the last trading day immediately preceding the grant date. If a new non-employee director joins our Board of Directors between annual meetings of stockholders, then such non-employee director will be granted a pro-rata portion of the Annual Grant based on the time between such director’s appointment and our next annual meeting of stockholders. The Initial Grants and Annual Grants are subject to full accelerated vesting upon a “sale event,” as defined in the Company’s 2018 Stock Option and Incentive Plan (the 2018 Stock Plan). 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 $1,000,000 for each year of service thereafter (or such other limits as may be Employee directors receive no additional compensation for their service as a director. We will reimburse all reasonable out-of-pocket expenses incurred by moderna 2022 Proxy statement |21 Non-Employee Director Stock Ownership Policy Our Stock Ownership Policy provides that on or before December 31, 2024, or the Non-Employee Director Compensation Table The following Name Fees Earned or Paid in Cash ($) Option Awards ($)(1) Stock Awards ($)(1) All Other Compensation ($) Total ($) Noubar Afeyan, Ph.D.(2) $ 139,375 $ 376,817 $ 125,612 $ 985,202 (3) $ 1,627,006 Stephen Berenson(4) 89,000 376,817 125,612 — 591,429 Sandra Horning, M.D.(5) 72,500 376,817 125,612 — 574,929 Robert Langer, Sc.D.(6) 64,375 376,817 125,612 20,000 (7) 586,804 Elizabeth Nabel, M.D.(8) 73,750 434,029 125,612 — 633,391 François Nader, M.D.(9) 78,125 376,817 125,612 — 580,554 Paul Sagan(10) 85,875 376,817 125,612 — 588,304 Elizabeth Tallett(11) 92,500 376,817 125,612 — 594,929 The amounts reported represent the aggregate grant date fair value of the stock options and RSUs, respectively, awarded to the non-employee directors in the year ended December 31, 2021, 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, 2021 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 the Annual Grant of $425,000, due to the fact that a 20-day averaging convention is used for calculating the number of RSUs 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 non-employee directors upon the exercise of the stock options or any sale of the underlying shares of common stock. As of December 31, 2021, each non-employee director held 703 unvested RSUs. As of December 31, 2021, Dr. Afeyan held outstanding options to purchase a total of 159,519 shares of our common stock, 155,538 of which were vested. Dr. Afeyan is affiliated with Flagship Pioneering, Inc. and prior to 2018, Flagship Pioneering, Inc. was granted equity for Dr. Afeyan’s service on our Board of Directors. As of December 31, 2021, Flagship Pioneering, Inc. held options to purchase a total of 33,116 shares of our common stock that were issued for such service. See “Security Ownership of Certain Beneficial Owners and Management” for additional information regarding Flagship Pioneering’s and its affiliated entities’ beneficial ownership of our common stock. The amount reported represents incremental costs borne by the Company for the provision of security services to Dr. Afeyan in response to the heightened threat environment faced by individuals associated with our Company as we have developed our COVID-19 vaccine. As of December 31, 2021, Mr. Berenson held options to purchase a total of 159,519 shares of our common stock, 155,438 of which were vested. As of December 31, 2021, Dr. Horning held options to purchase 39,547 shares of our common stock, 35,466 of which were vested. As of December 31, 2021, Dr. Langer held options to purchase a total of 288,087 shares of our common stock, 284,006 of which were vested. The amount reported represents $20,000 in consulting fees for Dr. Langer’s service as a member of our Scientific Advisory Board (the SAB) pursuant to a Scientific Advisory Board Member Agreement between the Company and Dr. Langer, dated as of September 19, 2014. Under such agreement, Dr. Langer was provided with a quarterly consulting fee of $5,000 in exchange for his attendance at SAB meetings and guidance in the field of research, development and commercialization of products. This arrangement was discontinued in December 2021 upon the dissolution of the SAB. Dr. Nabel served on the Board from 2015 to July 2020, before being reappointed in March 2021. Dr. Nabel was not awarded an Initial Grant with a target value of $400,000 typically given to new directors upon rejoining the Board in March 2021. However, she was granted an equity award with a grant date fair value of $57,212, which reflected a pro-rated Annual Grant for the period between rejoining the Board in March 2021 and the 2021 Annual Meeting. As of December 31, 2021, Dr. Nabel held options to purchase a total of 5,220 shares of our common stock, 1,139 of which were vested. As of December 31, 2021, Dr. Nader held options to purchase a total of 79,960 shares of our common stock, 75,879 of which were vested. As of December 31, 2021, Mr. Sagan held options to purchase a total of 113,770 shares of our common stock, 109,689 of which were vested. As of December 31, 2021, Ms. Tallett held options to purchase 27,900 shares of our common stock, 23,819 of which were vested. moderna 2022 Proxy statement |22 Other than the ordinary course compensation agreements described under the sections entitled “Director Compensation” and “Compensation Discussion & Analysis” and the Agreements With Our Stockholders Prior to our IPO, we entered into a second amended and restated Investor Rights Agreement with certain of our stockholders. The Investor Rights Agreement provides the holders of approximately 52.5 million shares of our common stock rights with respect to the registration of those shares under the Securities Act of 1933, as amended (the Securities Act), including demand registration rights, short-form registration rights, and piggyback registration rights. 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. 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 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. 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. moderna 2022 Proxy statement |23 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. moderna 2022 Proxy statement |24 At Moderna, our commitment to corporate citizenship is built on a foundation of integrity, quality and respect. These values provide solid footing for the creation and support of long-term programs that focus on patients, employees, the environment, our local communities and ethics. Our Nominating and Corporate Governance Committee oversees ESG matters and practices, as set forth in its charter. The committee reports to the full Board on ESG matters and our progress on sustainability initiatives. Included below is a description of a few topics that we view as key to promoting our long-term sustainability. Our priority as a company that has recently launched its first commercial product is to continue to accelerate the development of safe and effective mRNA medicines for patients. To do so, we undertake sustained, long-term investment in technology creation. We expect our ongoing investment in preclinical and clinical research and development to help us continue to advance potentially life-changing therapeutics and vaccines where there are few or, in many cases, no treatment options for patients. These areas include infectious disease vaccines, public health vaccines, and rare disease indications. We partner with foundations, government organizations and universities to develop mRNA solutions to critical global public health challenges. This includes our partnership with the International AIDS Vaccine Initiative (IAVI) and the Bill & Melinda Gates Foundation to accelerate human validation of novel HIV vaccination strategies, as well as a second mRNA-based approach to HIV vaccination in collaboration with the National Institutes of Health. In January 2022, we and IAVI announced that the first doses were administered in a Phase 1 clinical trial testing HIV immunogens developed by scientific teams at IAVI and Scripps Research and delivered via our mRNA technology. We also have programs to develop a Zika vaccine and a vaccine against the Nipah virus, a zoonotic virus transmitted to humans from animals that is on the World Health Organization’s Blueprint list of epidemic threats needing urgent R&D action. Further, in March 2022, we announced an expansion of our global health portfolio through two new initiatives aimed at advancing mRNA vaccines for the prevention of infectious diseases. First, we announced a commitment to advance a portfolio of 15 vaccine programs by 2025 targeting emerging or neglected infectious diseases that threaten global health and are of significant impact to low- and middle-income countries, as well as prototype pathogens to improve pandemic preparedness against “Disease X.” Named by the World Health Organization, “Disease X” represents the knowledge that a serious international epidemic could be caused by a pathogen currently unknown to cause human disease. Second, to accelerate the creation of new vaccines using mRNA technology, we are launching a new program, mRNA AccessTM, that will offer researchers use of Moderna’s mRNA technology to explore new vaccines against emerging or neglected infectious disease more broadly. Through the program, researchers at partnering institutions can take advantage of the flexibility afforded by Moderna’s mRNA platform to develop novel mRNA medicines in their own labs. Our pipeline also includes potential therapeutics to address rare diseases, such as propionic acidemia, methylmalonic acidemia, phenylketonuria, glycogen storage disease type 1a, and autoimmune diseases that have not been addressed through traditional approaches. Partnerships with Vertex Pharmaceuticals and the Chiesi Group aim to address cystic fibrosis and pulmonary arterial hypertension, respectively. Additionally, in September 2021, we entered into a collaboration agreement with the Institute for Life Changing Medicines to develop an mRNA therapeutic for Crigler-Najjar Syndrome Type 1, an ultra-rare disease. Under our collaboration, the Institute for Life Changing Medicines will not pay us an upfront fee or any downstream payments. We will also provide the mRNA for this treatment free of charge. Just as we worked to ensure representation of communities of color and vulnerable populations in the Phase 3 clinical trial of our COVID-19 vaccine (with 37% of participants coming from diverse communities), we have an ongoing commitment to increasing diversity in our clinical trials. For the Phase 3 clinical trial of our cytomegalovirus (CMV) vaccine candidate, we set a goal of enrolling a diverse group of participants, including approximately 42% participants in the U.S. representing Persons of Color. moderna 2022 Proxy statement |25 In 2021, we delivered approximately 807 million doses of our COVID-19 vaccine to more than 60 countries around the world, with more than 200 million doses—approximately 25% of the total—delivered to low- and middle-income countries. Collectively, our deliveries to low- and middle-income countries were more than Moderna delivered to any other country or multinational group last year, other than the U.S. Government. In October 2021, we announced a five-pillar approach to promoting access to our COVID-19 vaccine: Not enforcing intellectual property. In October 2020, we became the only company to commit to not enforce our COVID-19-related IP rights during the pandemic. In March 2022, we updated our 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. Supporting COVAX. We are committed to supporting the COVAX Facility for low- and middle-income countries, as evidenced by our commitment to supply up to 650 million doses of our vaccine in 2021 and 2022, with 34 million doses delivered under our agreement beginning in the fourth quarter of 2021. Doses under our most recent contracts with COVAX are being supplied at our lowest price of $7.00 per 100 µg dose. Facilitating donations. We have actively worked with governments that have excess vaccine supply to donate their excess doses or defer future deliveries. In 2021, this allowed us to facilitate the donation of 138 million doses to low- and middle-income countries (including through COVAX) from the U.S. and the European Union. We will continue to work with governments with extra vaccine supply to facilitate similar donations or to prioritize shipments to those countries with the greatest need. Providing Africa manufacturing capabilities. In October 2021, we announced our plan to build a state-of-the-art mRNA manufacturing facility in Africa, with the goal of being able to produce up to 500 million doses of vaccine annually to help protect against future pandemics. In March 2022, we announced that, with the assistance of the U.S. Government, we have entered into a Memorandum of Understanding with the Government of the Republic of Kenya to establish Kenya as the location for this manufacturing facility. Expanding our capacity. In April 2021, we announced additional investments in manufacturing, both at Moderna and with our partners, to maximize vaccine production. The goal for this expanded manufacturing was to be able to supply an additional 1 billion doses of COVID-19 vaccine in 2022 to meet demand, particularly in low- and middle-income countries. We believe that expanding production with these partners around the globe is the most effective way to get additional doses into arms. We are committed to helping to end the humanitarian and public health crisis posed by the COVID-19 pandemic as soon as possible. Climate Change and the Environment At Moderna, we are building a company that seeks to drive change through what we make and how we make it. With this in mind, we strive to mitigate human impact on the environment where possible, and pursue innovative ways to grow our business while minimizing our environmental footprint. We also aim to put Moderna at the forefront of managing the impact of waste from our business and to minimize the natural resources we use, while supporting employees’ efforts to do the same. In November 2021, we announced our pledge to achieve net-zero carbon emissions globally by 2030, and we plan to work with each of our suppliers for them to also move to net-zero carbon and partner across industries to seek innovative solutions and achieve net-zero targets. We are making progress on key environmental initiatives, including: Establishing baseline metrics including Energy, Waste and Water to inform the creation and implementation of a comprehensive ESG program; Assessing the overall utilities infrastructure of the Moderna Technology Center manufacturing site to formulate a scope and timeline to reduce its carbon footprint; Incorporating sustainable design and construction elements into all new projects, starting with our new manufacturing plants in Canada, Australia and in Africa, including access to renewable energy sources and LEED Certifications as part of site selection criteria; and Encouraging green transportation to our employees by offering fully subsidized public transport, bike sharing and free electric vehicle charging stations across all campuses. Our Cambridge headquarters is located in a LEED-certified building, and the Moderna Technology moderna 2022 Proxy statement |26 Center, located in Norwood, Massachusetts, was designed to meet LEED certification criteria when it was first opened in 2018. We also designed the facility to use 50 percent less water than comparable sites, and equipped it with electric vehicle charging stations and CO2 sensors to measure air quality. In 2021, we committed to sourcing our facilities with renewable energy, and to the extent these facilities are powered with sources other than renewable energy, we offset our carbon emissions by purchasing 100% certified renewable energy credits for every MWh consumed. We seek to put Moderna at the forefront of managing the impact of waste from our business and to minimize the natural resources we use, while supporting employees’ efforts to do the same. Efforts being made at our Cambridge headquarters include: Single-stream recycling; Water fountains to help eliminate can and bottle use; Reusable mugs and cups; Biodegradable, compostable and/or recyclable kitchen supply; and Utilizing our digital platform to streamline our operations and move Moderna toward being a paperless environment. Similarly, at our Norwood facilities, efforts include: Rainwater management and wastewater reclamation; Solvent and waste recycling; and Solar and battery load leveling. In addition, construction has begun on our new Moderna Science Center. The high-performance building is targeting LEED Platinum Core & Shell and LEED Zero Energy certifications. To further promote the sustainability of this building, it will include ultra-efficient building systems with acoustical and light pollution mitigation measures. We will continue to explore ways to ensure that our operations promote long-term sustainability and that we minimize our footprint as we grow. We had approximately 2,700 full-time employees as of December 31, 2021, representing a more than doubling of our workforce from 1,300 full-time employees as of the end of the prior year. We have undertaken significant hiring to facilitate manufacturing of our COVID-19 vaccine, in addition to building out our commercial and regulatory organizations, as well as other functions, to support this continued roll-out. We also increased our hiring outside the United States during 2021, and at year-end we had employees in 12 countries around the world, with a presence in North America, Europe and the Asia-Pacific region. Much of this hiring has been of talent with experience at other pharmaceutical companies as we continue to build out our commercial and regulatory capabilities, particularly as we fill roles to facilitate our operations and commercial activities in markets around the globe. We have also continued to hire talent to support our research and clinical capabilities across the rest of our pipeline, unrelated to our COVID-19 vaccine. To support our growth, in 2021 we articulated the Moderna Mindsets: a set of leadership behaviors we use to make decisions and to lead at the company. The Moderna Mindsets will be key as we scale over the next 10 years, and we are working to integrate them into all our HR processes from “hire to retire,” including performance management. This will help ensure that we hire the right people, and once onboard, will help them understand how we operate and what it takes to thrive at Moderna. We operate in a highly competitive environment for human capital, particularly as we seek to attract and retain talent with experience in the biotechnology and pharmaceutical sectors. Our workforce is highly educated, and as of December 31, 2021, 47% of our employees hold Ph.D., Doctorate, M.D., J.D., or Master’s degrees. Among our employees, 47% are female. Among our leadership (which we define as employees at the vice president level and above), as of December 31, 2021, approximately 39% are female, an increase from 37% in the prior year. 40% of our U.S. employees identify as racially or ethnically diverse as of December 31, 2021, an increase from 35% in the prior year. In 2021, we continued to act on our commitment to belonging, inclusion and diversity by, among other things: engaging all members of our Executive Committee, vice presidents and managers in our Conscious Inclusion education series; conducting diversity-related events, celebrations and learning opportunities for all employees throughout the year, including Pride Month, Hispanic Heritage Month and Asian & Pacific Islander Month; hosting a company-wide event on Neurodiversity in line with the CEO Action of Diversity & Inclusion’s #DayofUnderstanding; increased our monitoring and reporting program regarding company-wide gender and ethnicity data; doubling the number of our Employee Resource Groups; and moderna 2022 Proxy statement |27 joining the Disability:IN Inclusion Works Program, an initiative that assists employers in all aspects of disability inclusion at work. To help promote alignment between our employees and our shareholders, all employees participate in our equity programs through the receipt of equity grants, and the percentage of equity as a component of overall pay mix increases with seniority. We believe that in addition to incentivizing growth that leads to shareholder value, broad eligibility for our equity programs helps promote employee retention as these awards generally vest over a four-year period. Throughout the COVID-19 pandemic, we have implemented various initiatives to promote the safety of our workforce and continuity of our operations. We created a Coronavirus Response Team that is responsible for implementing various safety measures at our global sites. Our protocols include regular COVID-19 testing and the provision personal protective equipment (PPE). Throughout the pandemic, much of our workforce has worked remotely, wherever possible and when local conditions recommend social distancing, even among the vaccinated. We require all of our employees in the United States to be vaccinated against COVID-19, including having received a booster dose, absent an approved medical or religious accommodation. In December 2021 and early 2022, as the Omicron variant drove a surge in COVID-19 cases globally, we made booster doses of our vaccine available to our U.S.-based employees and adult members of their households, as well as to employees based in our Basel, Switzerland office. In July 2021, we announced that we are establishing the Moderna Charitable Foundation, which will focus on charitable, scientific and educational endeavors, with particular emphasis on advancing scientific education and innovation, supporting local and global communities impacted by COVID-19, promoting public health and access to healthcare, and advocating for inclusion and diversity. With an initial up-front endowment of $50 million, this is another way we are extending Moderna’s societal impact, particularly in underserved populations. Additionally, in October 2021, we launched a global fellowship program for young researchers exploring mRNA medicines. This program presents an opportunity for us to build and scale a new generation of mRNA scientists, researchers and healthcare professionals to improve quality of care by educating and advocating for clinical best practices with mRNA vaccines and therapeutics. moderna 2022 Proxy statement |28 Set forth below are the biographies for our current Executive Committee members. These individuals are critical to Moderna’s success and are responsible for leading our company to its next stage of development. Age: 49 Joined Moderna and in current role since October 2011 Stéphane Bancel, Chief Executive Officer Professional background Before joining Moderna in October 2011, Mr. Bancel served for five years as Chief Executive Officer of the French diagnostics company bioMérieux SA. From July 2000 to March 2006, he served in various roles at Eli Lilly and Company, including as Managing Director, Belgium, and as Executive Director, Global Manufacturing Strategy and Supply Chain. Prior to Eli Lilly, Mr. Bancel served as Asia-Pacific Sales and Marketing Director for bioMérieux. He is currently a Venture Partner at Flagship Pioneering. Education École Centrale Paris, Master of Engineering University of Minnesota, Master of Science in chemical engineering Harvard Business School, M.B.A. Age: 57 Joined Moderna in August 2017, and in current role since August 2018 Juan Andres, Chief Technical Operations and Quality Officer Professional background Novartis AG from 2005 to 2017, in various roles of increasing responsibility, including Global Head of Technical Operations (Manufacturing and Supply Chain), Global Head of Quality, and Global Head of Technical Research and Development. Eli Lilly and Company from 1987 to 2005, in various manufacturing, production, and quality roles, including Vice President, Pharmaceutical Manufacturing. Member of the Board of Directors of Evelo Biosciences, Inc. since December 2019, and of Avantor, Inc. since September 2019. Education Universidad de Alcalá in Spain, degree in pharmacy Age: 53 Joined Moderna and in current role since July 2021 Paul Burton, Chief Medical Officer Professional background Johnson & Johnson from 2005 to 2021, in roles of increasing responsibility, including most recently as Chief Global Medical Affairs Officer of Janssen Pharmaceuticals, a division of Johnson & Johnson. Previously served as Janssen’s Vice President and Head, Cardiovascular and Metabolic Medical Affairs. Dr. Burton is board certified in surgery and is a Member of the Royal College of Surgeons, with specialist training in cardiothoracic surgery, and is a Fellow of the American College of Cardiology. Education University of London, M.D. Imperial College of London, Ph.D. Age: 56 Joined Moderna and in current role since July 2021 Kate Cronin, Chief Brand Officer Professional background Ogilvy Health from 2004 to 2021, in various roles, most recently as Global CEO. Prior to her role as CEO, Ms. Cronin held numerous roles including Global Managing Director, Managing Director of Ogilvy Public Relations’ New York office, and Co-President of Ogilvy Health in the United States. At Ogilvy, Ms. Cronin led integrated campaigns for the firm’s largest long-term health clients including BMS, Boerhringer Ingelheim, Merck and Pfizer. Prior to Ogilvy, Ms. Cronin was a partner at Porter Novelli. Education Smith College, B.A. in biology moderna 2022 Proxy statement |29 Age: 52 Joined Moderna in May 2015, and in current role since September 2018 Marcello Damiani, Chief Digital and Operational Excellence Officer Professional background bioMérieux from 2009 to 2015, in senior roles including Senior Vice President and Group Chief Information Officer. Prior to bioMérieux, Mr. Damiani was with Motorola from 1997 to 2009, where he held roles of increasing responsibility, including Senior Director for Global Networks. Mr. Damiani has been a member of the Board of Directors of Cellarity since 2019. Education University of Toulouse, France, M.S. degree in Information Systems Architecture Completed an international Executive M.B.A. program through TRIUM, an alliance of the London School of Economics, the NYU Stern Business School, and the HEC Paris School of Management, France. Age: 42 Joined Moderna and in current role since October 2019 Tracey Franklin, Chief Human Resources Officer Professional background Merck & Co., Inc. from 2004 to October 2019 in positions of increasing responsibility, including most recently Vice President, HR Chief Talent and Strategy Officer. Ms. Franklin’s previous leadership roles included responsibility for HR for all divisions in the European region, head of HR for the U.K. and Ireland subsidiaries of Merck, and HR Operations leader responsible for HR program implementation across Merck’s global footprint. She was based in Switzerland, the U.K. and the U.S. Education Pennsylvania State University, B.A. in communication arts and sciences Fairleigh Dickinson University, Masters in industrial and organizational psychology Age: 46 Joined Moderna in January 2013, and in current role since February 2015 Stephen Hoge, M.D., President Professional background McKinsey & Company from 2005 to 2012, in roles of increasing responsibility, most recently as a Partner and a leader in the firm’s healthcare practice. Dr. Hoge was a resident physician from 2004 to 2005 at New York University/Bellevue Hospital. Dr. Hoge has been a member of the Board of Directors of Axcella Health, Inc. since 2014. Education Amherst College, B.A. in neuroscience University of California, San Francisco, M.D. Age: 50 Joined Moderna and in current role since June 2021 Shannon Thyme Klinger, Chief Legal Officer and Corporate Secretary Professional background Novartis from 2008 to 2021, in roles of increasing responsibility, most recently as Chief Legal Officer and a member of the Novartis Executive Committee. While at Novartis, Ms. Klinger also served as the Chief Ethics, Risk and Compliance Officer and in other senior leadership roles, including as Chief Ethics and Compliance Officer and Global Head of Litigation, and Global Head of Legal at Sandoz, a Novartis division. Prior to her time at Novartis, Ms. Klinger was a partner with Alston & Bird. Ms. Klinger is a board member for the Association of Corporate Counsel, a director for Raffael Holdings, Inc. and a former director of the SIX Group. Education University of Notre Dame, B.A. in psychology University of North Carolina at Chapel Hill, J.D. Age: 64 Joined Moderna and in current role since June 2020 David Meline, Chief Financial Officer Professional background Amgen from 2014 to 2019 as Chief Financial Officer and Executive Vice President. Mr. Meline joined Amgen from 3M Company, where he served in a number of positions between 2008 and 2014, most recently as Chief Financial Officer and Senior Vice President. Prior to his time at 3M Company, Mr. Meline held numerous leadership positions at General Motors. Mr. Meline has been a director for ABB Group since 2016. Education University of Chicago, Master of Business Administration in finance London School of Economics, Master of Science in economics Iowa State University, Bachelor of Science in mechanical engineering moderna 2022 Proxy statement |30 Our Board of Directors is committed to excellence in governance. Consistent with good governance practices and We are asking our stockholders to vote for the “RESOLVED, that the Company’s stockholders approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in this proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.” Before you vote, we recommend that you read the Executive Compensation section that follows for complete information on our executive compensation programs and philosophy. This vote is advisory, and therefore not binding on Moderna, the Board of Directors, or the Compensation Committee. However, our Board of Directors and Compensation Committee value your opinion and intend to consider the outcome of the vote when making compensation decisions in the future. This proposal will be approved if it receives an affirmative vote of a majority of the votes properly cast. If you ABSTAIN from voting on Proposal No. 2, the abstention will have no effect on the results of this vote. The Board of Directors recommends a vote “FOR” approval, on a non-binding, advisory basis, of the compensation of the Company’s Named Executive Officers. moderna 2022 Proxy statement |31 Compensation Discussion and Analysis This Compensation Discussion and Analysis describes our executive compensation program and the 2021 compensation for our named executive officers (our NEOs). This Compensation Discussion and Analysis should be read with the compensation tables and related disclosures for our NEOs. Moderna is pioneering messenger RNA (mRNA) therapeutics and vaccines to create a new generation of transformative medicines to improve the lives of patients. mRNA medicines are designed to direct the body’s cells to produce intracellular, membrane or secreted proteins that have a therapeutic or preventive benefit with the potential to address a broad spectrum of diseases. Our platform builds on continuous advances in basic and applied mRNA science, delivery technology and manufacturing, providing the Company the capability to pursue in parallel a robust pipeline of new development candidates. We are developing therapeutics and vaccines for infectious diseases, immuno-oncology, rare diseases, autoimmune and cardiovascular diseases, independently and with strategic collaborators. At the end of 2020, we commercialized our first product, the Moderna COVID-19 Vaccine, and during 2021 we significantly ramped up production and manufacturing of the vaccine, shipping more than 807 million doses globally during the year. Approximately 25% of these doses were delivered to low- and middle-income countries, either through direct sales or donations of doses from the U.S. government or European Union Member States that were facilitated by Moderna. The Moderna COVID-19 vaccine continues to be an important tool in combatting the COVID-19 pandemic. Product sales for our COVID-19 vaccine totaled $17.7 billion during 2021. We currently have 44 mRNA development programs in our portfolio across seven separate modalities, with 25 programs currently in the clinic. During 2021, we performed strongly on our corporate objectives, positioning the Company well to continue executing on our strategic plan and to deliver for patients. These corporate objectives for 2021 included: Maximizing the impact of Moderna COVID-19 Vaccine access and the value creation of this product during 2021. Accelerating vaccine development to advance our pipeline and bring new vaccines to market. Generating human proof-of-concept data in autoimmune diseases, cardiovascular diseases, oncology and rare diseases. Continuing to expand the use of mRNA technology to maximize the potential impact we can have on patients. In designing our annual corporate objectives, we focus on those shorter-term milestones that we believe will help us move closer to bringing new mRNA medicines to patients. But we also want our team to focus on the long-term output from these efforts, which is why in addition to our traditional equity programs, which were primarily weighted toward stock options, with a portion granted to executives other than the CEO in RSUs, we introduced performance-based restricted stock units (PSUs) as part of our compensation program for our Executive Committee in 2021. These PSUs have a three-year performance period and focus on pipeline development goals that support our long-term strategy. Stock options help reinforce the long-term orientation of our executives as they have a four-year vesting period and ten-year exercise period, and only convey value if our stock price appreciates. We believe this general design, which focuses on long-term objectives, coupled with an ability to pivot quickly to adapt our compensation plans, has enabled us to deliver for patients and our stockholders. moderna 2022 Proxy statement |32 Corporate Performance Highlights Our executive compensation program seeks to incentivize and reward strong corporate performance. Highlights of our 2021 corporate performance are set forth below. Manufactured and delivered 807 million doses of our COVID-19 vaccine during 2021—our first commercial product—recognizing revenue from sales of $17.7 billion, operating income of $13.3 billion and net income of $12.2 billion. Delivered more than 25% of doses produced during 2021 to low- and middle-income countries, either through direct sales or by facilitating donations from the U.S. government or European Union Member States. Continued to scale our internal manufacturing capacity in Norwood, Massachusetts and to partner with contract manufacturing organizations globally to meet the demand for our COVID-19 vaccine, with additional production capacity coming online in 2022. Expanded our commercial organization, with commercial teams in 11 countries globally by the end of 2021, including the U.S., Canada, major European markets, Australia, Japan and South Korea, as well as an international business services center in Poland. Advancing Our Pipeline and Science Continued to advance our pipeline, including: Advancing our infectious disease vaccine pipeline by commencing the Phase 3 trial for our CMV vaccine (mRNA-1647), the Phase 2/3 trial for our respiratory synctial virus (RSV) vaccine (mRNA-1345) in older adults, by enrolling participants in studies for our seasonal flu vaccine (mRNA-1010), enrolling our first patient in Epstein Barr virus vaccine (mRNA-1189) trials, and commencing the Phase 2 trial for our Zika vaccine (mRNA-1893). Executing on our therapeutics pipeline, as demonstrated by advancing our GSD1a and IL-2 programs to the IND stage, and nominating new leads in autoimmune, localized regenerative therapeutics, rare diseases and oncology. Achieving product stability at refrigerator temperatures for extended periods in a clinical program. Ended 2021 with cash, cash equivalents and investments of approximately $17.6 billion, a more than three-fold increase over $5.2 billion at the end of 2020, providing us significant resources to expand our pipeline and development programs and to pursue strategic collaborations. Achieved improvements in employee engagement and belonging, based on employee surveys. Recognized year-over-year stock price appreciation of 143% (from a closing price of $104.47 on December 31, 2020 to a closing price of $253.98 on December 31, 2021) and three-year total shareholder return of 1,563% (from a closing price of $15.27 on December 31, 2018 to a closing price of $253.98 on December 31, 2021), each of which is in the top quartile of our peer group and for the NASDAQ Biotechnology Index over the same period in terms of total shareholder return. For 2021, our corporate objectives were designed to focus on the strategic goals noted above. These objectives were further focused on continuing to promote innovation, organizational goals, execution on our strategy (including with respect to production and sale of our COVID-19 vaccine) and strong financial performance. Introducing PSUs Into Our Equity Program In 2021, we introduced PSUs as part of the equity program for our Executive Committee. These PSUs have a three-year performance period, and the performance goals are aimed at the achievement of pipeline goals for our products over that time horizon. These goals include advancing our In this first year, the PSUs represented 25% of the overall grant date fair value of the equity package awarded to each of our Executive moderna 2022 Proxy statement |33 Overview of Compensation for Our Named Executive Officers Below is a summary of our NEOs for 2021 and a brief overview of the executive Chief Executive Officer Age: 49 Stéphane Bancel Performance Assessment: On the basis of the Committee recommendation, our independent directors approved a bonus for Mr. Bancel at 150% of target, consistent with the overall corporate multiplier, based on his ongoing leadership of our COVID-19 vaccine program, as well as leadership of the executive team as we executed our strategy for 2021, which included: Stewardship of the Company during a period of unprecedented growth and demands on the Company’s capabilities; Achieving emergency use authorization from more than 70 countries and an emergency use listing from the WHO for our COVID-19 vaccine, and shipping more than 807 million doses globally during 2021; Maintenance of the Company’s focus on clinical programs other than COVID-19, leading to an expansion in the number of development candidates during 2021 from 21 to 37; and Delivery of record revenues, earnings and cash flow. Salary: $1,000,000 (5.3% increase over 2020) Bonus: $1,500,000, based on target of 100% of salary, with 150% payout, reflecting overall company performance Equity Awards: $15,000,000, delivered 75% in stock options and 25% in PSUs (based on 2020 performance) Chief Financial Officer Age: 64 David Meline Performance Assessment: The Committee rated Mr. Meline’s individual performance factor at 100% in determining his bonus for 2021, in recognition of the following achievements: Growth of the Company’s general and administrative infrastructure to support the unprecedented demand on the Company’s financial systems; Effective management of external financial communication during a period of extreme uncertainty; Overseeing the creation and opening of our International Business Services Hub in Warsaw, Poland, and the expansion of our footprint across the globe, with subsidiaries in Europe, Australia, Japan, South Korea and North America; and Effective management of forward financial commitments to support our manufacturing operations. Salary: $621,000 (3.5% increase over 2020) Bonus: $560,000, based on target of 60% of salary, with 150% payout, reflecting 100% individual assessment Equity Awards: $4,000,000, delivered 50% stock options, 25% in RSUs and 25% in PSUs (based on 2020 performance) moderna 2022 Proxy statement |34 President Age: 46 Stephen Hoge, M.D. Performance Assessment: The Committee rated Dr. Hoge’s individual performance factor at 120% in determining his bonus for 2021, in recognition of the following achievements: Playing a pivotal role in Moderna’s response to the COVID-19 pandemic, including through engagement with governments, regulators and other stakeholders, and overseeing our response to variants of concern; Delivering positive interim Phase 1 data for our seasonal flu vaccine; Advancing our respiratory syncytial virus (RSV) vaccine to a Phase 2/3 trial of 34,000 participants; Reaching full enrollment in our Personalized Cancer Vaccine Phase 2 trial; Overseeing the expansion of the number of development candidates during 2021 from 21 to 37; and Advancing several new delivery vehicles into development candidate state, including pulmonary. Salary: $700,000 (12.7% increase over 2020) Bonus: $819,000 based on target of 65% of salary, with 150% payout, reflecting 120 % individual assessment Equity Awards: $6,000,000, delivered 50% in stock options, 25% in RSUs and 25% in PSUs (based on 2020 performance) Chief Technical Operations and Quality Officer Age: 57 Juan Andres Performance Assessment: The Committee rated Mr. Andres’ individual performance factor at 140% in determining his bonus for 2021, in recognition of the following achievements: Spearheading the momentous scaling of our manufacturing operations, resulting in the shipment of 807 million doses of our COVID-19 vaccine globally by the end of 2021; Overseeing the unprecedented scaling of the Company’s manufacturing operations, where the Company witnessed the most significant growth in headcount; and Creation and management of the full range of the Company’s manufacturing supply arrangements and working seamlessly with our partners to ramp up our worldwide capacity. Salary: $600,000 (8.7% increase over 2020) Bonus: $756,000, based on target of 60% of salary, with 150% payout, reflecting 140% individual assessment Equity Awards: $5,000,000, delivered 50% in stock options, 25% in RSUs and 25% in PSUs (based on 2020 performance) moderna 2022 Proxy statement |35 Chief Legal Officer and Corporate Secretary since June 2021 Age: 50 Shannon Thyme Klinger Performance Assessment: The Committee rated Ms. Klinger’s individual performance factor at 100% in determining her bonus, in recognition of the following achievements since joining Moderna in June 2021: Partnering with the U.S. government to enable the delivery of millions of doses to COVAX, as well as the governments of France, Sweden and Norway, the EU and EEA countries and Gavi to facilitate the donation of millions of doses of our COVID-19 vaccine from the EU Member States to COVAX; Advancing our Corporate Social Responsibility initiatives, including our pledge to achieve net-zero carbon emissions globally by 2030; and Supporting the establishment of the Moderna Charitable Foundation, which will focus on charitable, scientific and educational endeavors. Salary: $381,096 (pro-rated $650,000 salary, from June 1, 2021) Sign-On Bonus: $250,000 Bonus: $344,000 based on target of 60% of salary, with 150% payout pro-rated based on start date, reflecting 100% individual assessment Equity Awards: $8,000,000, new hire equity award delivered 50% in stock options and 50% in RSUs; $2,000,000, special equity award delivered in RSUs Former Chief Commercial Officer from January to December 2021 Age: 56 Corinne Le Goff Background:Dr. Le Goff joined Moderna as our Chief Commercial Officer in January 2021, a newly created role. She joined Moderna from Amgen, where she most recently served as Senior Vice President and President of the U.S. Business Organization, and where she had previously served as Senior Vice President, Europe Region. As we continued to assess our long-term commercial strategy during 2021, our senior leadership determined that notwithstanding Dr. Le Goff’s success in building key commercial capabilities in support of the commercialization of our COVID-19 vaccine, advancing our commercial strategy would require a leader with additional experience in consumer and population health. Dr. Le Goff departed Moderna in December, and was engaged as a consultant through February 2022 to assist in the transition. Performance Assessment: The Compensation Committee did not make a performance assessment for Dr. Le Goff as she left the Company prior to the end of the year and was not eligible for an annual performance bonus. Salary: $570,205 (pro-rated salary of $625,000, paid from January 19, 2021 through December 17, 2021) Sign-On Bonus: $300,000 Severance: $625,000 (equivalent to annual salary) plus $450,721 (equivalent to pro-rated bonus at target) New Hire Equity Awards: $8,000,000, delivered 50% in stock options and 50% in RSUs (all awards other than first annual vesting forfeited upon departure) moderna 2022 Proxy statement |36 Executive Compensation Philosophy Our executive compensation program is guided by our During 2021, we built on the considerable progress made during 2020 as we worked to scale the production, manufacturing and distribution of our highly-effective vaccine against COVID-19. During 2021, we delivered 807 million doses of our COVID-19 vaccine globally, and it continues to be an important tool in fighting the pandemic. We believe that our compensation philosophy helps align our team around executing on our mission of delivering for patients, which ultimately leads to greater stockholder value. All employees at Moderna, regardless of their level, receive equity as part of their compensation, aligning them to investors and making them personally invested in our mission. As we continue delivering on the promise of mRNA science, we recognize that our executive compensation programs must also continue to attract and retain a talented team who can help us achieve this mission. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary goals: attract, motivate and retain top-performing senior executives; establish compensation opportunities that are competitive and reward performance; and align the interests of our senior executives with the interests of our stockholders to drive the creation of sustainable long-term value. Executive Compensation Program Design Our executive compensation program is designed to be reasonable and competitive, and balance our goal of attracting, motivating, rewarding and retaining top-performing senior executives with our goal of aligning their interests with those of our stockholders. Our compensation and talent committee of our Our executive compensation As we have matured as a company, our equity programs have evolved. In 2020, we introduced the ability for our executive team members (other than our CEO), to receive up to 25% of their annual equity grant in the form of RSUs. This program was designed to provide employees (other than our CEO) with increased flexibility and to tailor their equity awards to their particular risk tolerance and to further promote employee engagement. Beginning in 2021, we introduced performance-based restricted stock units (PSUs) into our equity programs for our executives. For 2021, these PSUs focus on the achievement of pipeline goals for our development programs over a three-year performance period, with “cliff” vesting at the end of the period only if the pipeline goals are achieved. The objective of this program is to promote the achievement of longer-term objectives and the development of a robust pipeline of mRNA medicines. In this first year, the PSUs represent 25% of the overall grant date fair value of the equity package awarded to each of our Executive Committee members. For our CEO, the remaining 75% of his 2021 equity award was granted in stock options, and for the rest of the Executive Committee the remainder of the annual award consisted of 50% stock options and 25% RSUs, without the ability to pick the weighting of these awards for these executives. Stock options and RSUs granted to our executive team in 2021 have a standard vesting schedule of 25% after one year and quarterly vesting over the next three years. We believe RSUs also reward growth in the market price of our common stock because they derive additional value from stock price appreciation, they help our executives build actual stock ownership, and they are less dilutive to our stockholders because they require fewer shares than stock options to deliver the same dollar value of an award. In addition, we believe that the multi-year vesting requirements applicable to both stock options and RSUs encourage retention because our senior executives are incentivized to remain employed through the vesting period. moderna 2022 Proxy statement |37 Our executive compensation program is also designed to incorporate sound practices for compensation governance. Below we summarize such practices. WHAT WE DO WHAT WE DON’T DO Maintain an Independent Compensation Committee. The Compensation Committee consists solely of independent directors. No Special Health and Welfare Benefits. Our executive officers participate in our health and welfare benefits programs on the same basis as our other employees. Retain an Independent Compensation Advisor. The Compensation Committee engages its own advisor to provide information and analysis related to annual executive compensation decisions and other advice on executive compensation independent of management. No Executive Retirement Plans. We do not offer pension arrangements or retirement plans or arrangements to our executive officers that are different from or in addition to those offered to our other employees. Annual Say-on-Pay Vote. We put our executive compensation to an advisory vote of stockholders annually. No Post-Employment Tax Payment Reimbursement. We do not provide any tax reimbursement payments (including “gross-ups”) on any change-in-control or severance payments or benefits. Design Compensation At-Risk. Our executive compensation program is designed so that a significant portion of our executive officers’ compensation is “at risk” based on our corporate performance, as well as equity-based, to align the interests of our executives and stockholders. No Hedging or Pledging Our Equity Securities. We prohibit our executive officers, the members of our Board of’ Directors and certain other employees from hedging or pledging our securities. Use a Pay-for-Performance Philosophy. The majority of our executive officers’ compensation is directly linked to corporate performance and includes a significant long-term equity component, thereby making a substantial portion of each executive officer’s total compensation dependent upon our stock price. No Stock Option Re-Pricing under Current Stock Plan. Our 2018 Stock Plan does not permit stock options to be repriced to a lower exercise or strike price without the approval of our stockholders. Stock Ownership Guidelines. We maintain stock ownership guidelines for our executive team and Board to promote ongoing alignment between our executive team, directors and stockholders. 10b5-1 Plans. Require our executives to plan any stock trading in advance through the use of 10b5-1 plans. Clawback Policy. We have a clawback policy applicable to performance-based compensation for our Executive Committee, which would apply in the event of misconduct leading to a financial restatement or other improper conduct causing material financial, operational or reputational harm. 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 Our 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 moderna 2022 Proxy statement |38 “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 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: our performance during the year, based on business and corporate goals and priorities established by the CEO and the Board of Directors; each executive officer’s skills, experience and qualifications relative to other similarly-situated executives at the companies in our compensation peer group; the scope of each executive officer’s role compared to other similarly-situated executives at the companies in our compensation peer group; the performance of each individual executive officer, based on an assessment of his or her contributions to our overall performance, ability to lead his or her department and work as part of a team, all of which reflect our values; compensation parity among our executive officers; our retention goals; the compensation practices of our peer group; and our CEO’s recommendations with respect to the compensation of our other executive officers. 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. In discharging its responsibilities, the Compensation Committee works with management, including our CEO. Our management assists the Compensation Committee by providing information on corporate and individual performance, market compensation data and management’s perspective on compensation matters. In addition, at the beginning of each year, our CEO reviews the performance of our other executive officers, including our other NEOs, based on our achievement of our corporate goals and each executive officer’s achievement of his or her departmental and individual goals established for the prior year and his or her overall performance during that year. The Compensation Committee solicits and reviews our CEO’s recommendations for base salary increases, annual cash bonuses, annual equity awards and any other compensation opportunities for our other executive officers, including our other NEOs, and considers our CEO’s recommendations in determining such compensation. Role of Compensation Consultant The Compensation Committee engages an external compensation consultant to assist it by providing information, analysis and other advice relating to our executive compensation program. For 2021, the Compensation Committee engaged Pay Governance as its compensation consultant to advise on executive compensation matters including: review and analysis of the compensation for our executive officers, including our NEOs, and our Board of Directors; assistance on incentive program design and discussion on executive compensation and governance trends; review and input on the Executive Compensation section of our Proxy Statement for our 2022 Annual Meeting of Stockholders; research, development and review of our compensation peer group; and support on other compensation matters as requested throughout the year. 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 moderna 2022 Proxy statement |39 consultants are For purposes of comparing our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a group of peer companies. This compensation peer group consists of public biotechnology and pharmaceutical companies against which we may compete for talent and that are similar to us across a number of factors, including market capitalization, stage of development, geographical location and number of employees. The Compensation Committee reviews our compensation peer group at least annually and makes adjustments to our peer group as necessary, taking into account changes in both our business and our peer companies’ businesses. The Compensation Committee also uses market data from our compensation peer group and from the Radford Global Life Sciences Compensation survey as one factor in evaluating whether the compensation for our executive officers is competitive in the market. The Compensation Committee and the Board of Directors, as applicable, also rely on their own knowledge and judgment in evaluating market data and making compensation decisions. Since becoming a public company in 2018, our Compensation Committee has used our Peer Group to assist in assessing annual base salary, target bonus and equity awards for our NEOs and other senior level employees. To determine the composition of the Peer Group for 2021, the Compensation Committee considered the following criteria: publicly-traded companies listed in the United States; commercial companies in the biotechnology or pharmaceutical sector; similar market capitalization based on our then-current market capitalization; and companies with whom we compete for executive-level talent. This analysis led to the initial selection of the following peer group which was used to make the relevant compensation assessments for 2021. 2020-2021 Compensation Peer Group ACADIA Pharmaceuticals BioNTech SE Neurocrine Biosciences Alexion Pharmaceuticals Exelixis Regeneron Pharmaceuticals Alnylam Pharmaceuticals Gilead Sciences Sarepta Therapeutics Biogen Incyte Corporation Seagen (fka Seattle Genetics) BioMarin Pharmaceutical Ionis Pharmaceuticals Vertex Pharmaceuticals 2021-2022 Compensation Peer Group AbbVie + Bristol-Myers Squibb + Pfizer + Amgen + Eli Lilly + Regeneron Pharmaceuticals BeiGene, Ltd + Gilead Sciences Seagen Biogen Merck + Vertex Pharmaceuticals New addition to peer group for 2021-2022. The base salary; short-term incentive compensation in the form of annual cash bonuses; and long-term incentive compensation in the form of annual equity awards. We do not have a specific policy regarding the moderna 2022 Proxy statement |40 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. We pay base salaries to our executive officers, including our NEOs, as the fixed portion of their compensation to provide them with a reasonable degree of personal income, and to attract and retain top-performing individuals. At the time of hire, base salaries are determined for our executive officers, including our NEOs, based on the factors described in “Governance of Executive Compensation Program—Compensation-Setting Factors” above. Typically, at the beginning of each year, the Compensation Committee reviews base salaries for our executive officers, including our NEOs, based on such factors to determine if an increase is appropriate. In addition, base salaries may be adjusted in the event of a promotion or significant change in responsibilities. Annual base salaries for our NEOs were reviewed in February 2021, along with the salaries for our other employees. The Compensation Committee considered the factors described in “Governance of Executive Compensation Program—Compensation-Setting Factors” above in determining to increase salaries for our NEOs (other than Ms. Klinger, who was not yet employed by the Company at the time, and Dr. Le Goff, who had recently joined the Company at the time) ranging from 3.5% to 12.7%, as described above for each NEO under “Executive Summary.” Salary increases for Mr. Bancel, Dr. Hoge, Mr. Meline and Mr. Andres in 2021 were in response to, and in recognition of, the significant year-on-year expansion in their responsibilities as a result of Moderna’s growth in the prior year. The salaries for Ms. Klinger and Dr. Le Goff were set based upon arms’ length negotiations and based upon market data for executives of similar caliber and experience. The actual salaries paid to our Short-Term Incentive Compensation We provide short-term incentive compensation opportunities to our executive officers, Name and Principal Position Stéphane Bancel Chief Executive Officer John Mendlein, Ph.D., J.D. (6) Former President, Corporate and Product Strategy Lorence Kim, M.D. Chief Financial Officer Corporate and Individual Performance Goals At the beginning of each year, the Compensation Committee discusses with the CEO the annual corporate performance objectives that are intended to be the most significant drivers of our short-term and long-term success. In addition, at the beginning of each year, our CEO, in consultation with each of the other executive officers, establishes individual performance goals for each of the other executive officers, including our other NEOs. The individual performance goals are generally designed to align the goals of our executive officers, including our NEOs, and his or her department with the corporate goals. The CEO discusses with the Compensation Committee his overall goals for the year which are in line with the overall corporate objectives but also include individual goals and action plans. The CEO’s goals and performance are ultimately evaluated, and his bonus is approved, by the full Board, with input from the Compensation Committee. At the beginning of the year after the corporate performance objectives are established, the Compensation Committee, after reviewing management’s self-assessment, evaluates specific achievements that are designed to advance the prior year’s corporate objectives, and our overall success in the prior year, and determines our total percentage achievement level. Our CEO evaluates the other executive officers’, including the other NEOs’, achievement of 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. moderna 2022 Proxy statement |41 Early in 2021, our Compensation Committee set broad based corporate objectives that established the criteria for the funding of our annual bonus plan. These corporate objectives were also designed to inform the more detailed goal setting by individual executive officers and their teams. These goals and objectives were based upon our strategic plan, and focused on the following key objectives: Maximize the impact of COVID-19 vaccine and access and the value creation of this important product in 2021. The metrics for this objective were designed to incentivize the maximization of efforts to produce, commercialize and deliver our COVID-19 vaccine, while also operating efficiently. The weighting for these metrics reflected the importance of this launch for our first commercial product, and the role successful completion would have on funding future investments in the rest of our pipeline. Go Big in Infectious Diseases: Accelerate vaccine development to advance our pipeline and bring new vaccines to market. The metrics for this objective were designed to incentivize advancing our infectious disease pipeline, including vaccines for CMV, RSV and seasonal flu, which we view as key focus areas for the Company beyond COVID-19 and as part of our older-adult pan respiratory vaccine strategy. Execute on our Therapeutics Development Plan: Generate human proof of concept in autoimmune diseases, cardiovascular diseases, oncology and rare diseases. The metrics for this objective were designed to incentivize advancement of our therapeutic programs, including by demonstrating proof of concept and advancing new drug candidates in this area. Accelerate our science agenda: Continue to expand the use of Moderna technology to maximize the potential impact we can have on patients. The metrics for this objective were designed to incentivize advancing our technology, primarily through extending the stability and shelf-life of our products and advancing new delivery vehicles, such as pulmonary administration of mRNA. People. The metrics for this objective were designed to promote a greater sense of belonging and engagement by our Moderna employees, as measured through employee surveys. We view belonging and engagement as key components of our human capital management and ESG strategies. For each of these corporate objectives, our Compensation Committee established criteria for assessing performance in terms of what achievements would be below expectations, meet expectations or exceed expectations, with weighting assigned to each of these objectives as described on the next page. For performance at target for each objective, 100% of the allocable portion of the bonus was payable. For performance below target, but where threshold performance was met, 50% of the allocable portion of the bonus was payable. For maximum performance, 200% of the allocable portion of the bonus was payable. In February 2022, the Compensation Committee completed its assessment of management’s achievement of these corporate objectives for 2021, and concluded that for these core corporate objectives, the management team performed at a level that merited funding the bonus pool at 150%. moderna 2022 Proxy statement |42 Corporate Objective Goal Weight Actual Performance Assessment Payout Maximize the impact of the COVID-19 vaccine Product sales • 59% Operating income • 17% Go big in infectious diseases Key performance indicators (KPIs): Meeting enrollment Above Target • 26% Execute on our therapeutics development plan KPIs: Clinical signal or proof of concept across therapeutic areas; number of INDs opened; number of leads nominated Below Target ▼ 11% Accelerate our science agenda KPIs: Extended mRNA-LNP stability at refrigerated temperatures; advance new delivery vehicles to development candidate stage Maximum ▲ 20% People KPIs: Year-on-year change in employee engagement Above Target • 15% Final Performance Assessment 150%(1) • = Above Target ▲= Maximum ▼= Below Target Formulaic outcome resulted in 148% payout factor; Committee applied positive discretion to round up to 150% based on its evaluation of 2022 corporate performance. moderna 2022 Proxy statement |43 2021 Annual Bonus Determination At the beginning of each year, In February 2022, senior management and the Compensation Committee assessed the performance of individual executives for 2021. While no formal ranges for executive performance factors are established in advance, the Compensation Committee determined that in considering performance over the course of 2021, individual executive officers would receive an individual performance bonus factor of between 80% and 140% for 2021. This assessment by the Compensation Committee for each of our executive officers, other than our CEO, was based on an evaluation conducted by our CEO of the executive officer’s performance against his or her 2021 individual performance goals. Individual performance assessments and the corresponding individual performance factor for each NEO were determined by the Compensation Committee following discussions with our CEO (other than for himself). The Compensation Committee reviewed the 2021 individual performance of our CEO. Since our CEO has ultimate operational responsibility for the overall performance of the Company, the Compensation Committee and the Board determined that his annual Name 2021 Target Annual Cash Bonus ($) 2021 Target Annual Cash Bonus including 150% achievement of Corporate Goals Individual Performance Factor 2021 Actual Cash Bonus ($) Stéphane Bancel $ 1,000,000 $ 1,500,000 100% $ 1,500,000 David Meline 373,000 560,000 100% 560,000 Stephen Hoge, M.D. 455,000 682,500 120% 819,000 Juan Andres 360,000 540,000 140% 756,000 Shannon Thyme Klinger 229,000 344,000 100% 344,000 Corinne Le Goff(1) 450,721 — — — Dr. Le Goff left the Company before the end of 2021 and was ineligible for an annual bonus for 2021, and the Compensation Committee did not conduct an assessment of her performance. Long-Term Incentive Compensation At the time of hire, equity awards are granted to our executive officers, including our NEOs, based on the factors described in “Governance of Executive Compensation Program — Compensation-Setting Factors” above. Typically, at the beginning of each year, the Compensation Committee reviews the equity awards for our executive officers, including our NEOs, and determines the size of the annual equity awards it deems reasonable and appropriate based on such factors. In addition, the Compensation Committee may deem it advisable to grant subsequent equity awards to our executive officers, including our NEOs, and may adjust their equity awards in the event of a promotion or significant change in responsibilities; however, we did not do so in 2021. moderna 2022 Proxy statement |44 In 2021, we introduced PSUs as part of the equity program for our Executive Committee. These PSUs have a three-year performance period, and for this first year, the performance goals are aimed at the achievement of pipeline goals for our products over that time horizon. In 2021, the PSUs represent 25% of the overall grant date fair value of the equity package awarded to each of our Executive Committee members. For our CEO, the remaining 75% of his 2021 equity award was granted in stock options, and for the rest of the Executive Committee the annual award consisted of 50% stock options and 25% RSUs. These stock options and RSUs have a four-year vesting scheduled, with 25% vesting on the first anniversary of the grant date, and the remainder vesting ratably over the next 12 quarters. In a series of meetings in early 2021, the Compensation Committee considered the factors described in “Governance of Executive Compensation Program— Compensation-Setting Factors” above, particularly market data from the companies in our compensation peer group as well as each individual’s performance in the prior year, and approved the 2021 annual equity awards for our NEOs below (other than Ms. Klinger and Dr. Le Goff). The Board made this determination for our CEO upon the recommendation of the Compensation Committee. In 2021, Mr. Bancel, our CEO, received 75% of the value of his annual equity award in the form of stock options, and 25% in the form of PSUs. Our other NEOs received the value of their annual equity awards as a mix of PSUs, stock options and RSUs. Dr. Hoge, Mr. Meline and Mr. Andres each received 50% of the value of their annual equity award in the form of stock options, 25% in the form of PSUs, and 25% in the form of RSUs. All PSUs granted to our NEOs in 2021 vest following the conclusion of the three year performance period, which ends on December 31, 2023. Within two and a half months of the end of the performance period, the Compensation Committee will determine whether the performance criteria have been satisfied and the payouts for these awards, followed by delivery of the underlying shares. All stock option awards issued in 2021 to these NEOs vest, and become exercisable, over a four-year period, with 25% of the underlying shares vesting on the first anniversary of grant and the remaining shares vesting over the next three years on a quarterly basis (every three months) after the initial vesting date (for the annual grants, on February 9, 2022). The RSUs granted to our NEOs in 2021 also generally vest over a four-year period, with 25% of the underlying shares vesting on the first anniversary of grant and the remaining shares vesting over the next three years on a quarterly basis (every three months) after the initial vesting date (for the annual grants, on February 9, 2022). Value of Equity Award Stéphane Bancel $ 15,000,000 David Meline $ 4,000,000 Stephen Hoge $ 6,000,000 Juan Andres $ 5,000,000 Shannon Klinger $ 10,000,000 Corinne Le Goff $ 8,000,000 (1) 75% of these equity awards were forfeited in connection with Dr. For both the stock option and RSU awards, all of The equity awards granted to our NEOs in 2021 are set forth in the New Hire Equity The value for the new hire equity awards for Ms. Klinger and Dr. Le Goff were set based upon market data for executives of comparable caliber and experience, while also taking into account the significant value of equity awards that each of them would forfeit by leaving their former employers and joining Moderna. These new hire equity awards were designed to provide Ms. Klinger and Dr. Le Goff with an incentive to take on the role of our Chief Legal Officer and Chief Commercial Officer, respectively. Ms. Klinger and Dr. Le Goff each received 50% of the value of their new hire equity award in the form of stock options, and 50% in the form of RSUs. These new hire awards had a grant date fair value of $8 million. These options and RSUs vest on the same four-year cadence as the annual equity awards for our other NEOs. Ms. Klinger received 100% of the value of her special equity award, which had a grant date fair value of $2 million, in the form of RSUs. Ms. Klinger’s special equity award is subject to “cliff” vesting on the third anniversary of the grant date. Three-quarters of the new hire equity awards granted to Dr. Le Goff were forfeited upon her involuntary departure from the Company in December 2021, and the remainder was eligible for continued vesting based upon Dr. Le Goff’s performance under a consulting agreement through the vesting date. moderna 2022 Proxy statement |45 For 2022, our bonus program objectives will similarly reflect our corporate objectives for the year, The bonus program for 2022 also includes ESG objectives aimed at ensuring we meet demand for our COVID-19 vaccine from low- and middle-income countries, as well as promoting a sense of belonging among employees. Our executive officers, including our NEOs, are eligible to participate in the same employee benefit plans that are generally available to all of our employees, subject to the satisfaction of certain eligibility requirements, such as medical, dental, and life and disability insurance plans. We pay, on behalf of our employees, a portion of the premiums for health, life and disability insurance. 2018 Our executive officers, including our NEOs (other than Mr. Bancel), are eligible to participate in our 2018 Employee Stock Purchase Plan (the ESPP) on the same basis as our other full-time employees. The ESPP is a broad-based stock ownership program that permits eligible employees to set aside a portion of their compensation during a six-month offering period and use such contributions to purchase shares of our common stock at a purchase price equal to We maintain atax-qualified retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on atax-advantaged basis. Plan participants We In response to the increased profile of our Company and our executives as we pursued the development of a vaccine against COVID-19, in 2021 the Company authorized the provision of personal and home security services to certain of our executives, including some of the NEOs. These services continued into 2022 in response to the heightened risk environment. Employment Offer Letters and Non-Compete, Non-Solicitation and Confidentiality Agreements We generally enter into employment offer letters with Corinne Le Goff – Separation and Consulting Agreements Dr. Le Goff joined Moderna as our Chief Commercial Officer in January 2021. As we continued to assess our long-term commercial strategy during 2021, our senior leadership determined that notwithstanding Dr. Le Goff’s success in building key commercial capabilities in support of the commercialization of our COVID-19 vaccine, advancing our commercial strategy would require a leader with additional experience in consumer and population health. moderna 2022 Proxy statement |46 On November 11, 2021, Dr. Le Goff and the Company entered into an Executive Separation and Transitional Services Agreement (the Le Goff Separation Agreement), setting forth the terms of Dr. Le Goff’s continued services as the Company’s Chief Commercial Officer through and involuntary separation from employment on December 17, 2021. Under the Le Goff Separation Agreement, during the period until Dr. Le Goff’s separation from employment, she continued to receive her salary and benefits and continued to vest in her outstanding Company equity. In accordance with the Company’s Amended and Restated Executive Severance Plan, the Company agreed, subject to certain conditions, to pay Dr. Le Goff a cash separation payment in an amount equal to twelve months of Dr. Le Goff’s annual base salary ($625,000), a bonus payment in an amount equal to $450,721, which was pro-rated for Dr. Le Goff’s annual target bonus, and any accrued but unused vacation to which Dr. Le Goff was entitled through her separation date. The Company agreed to pay each of the separation payment and bonus payment in biweekly payments following Dr. Le Goff’s separation from the Company. Under the Le Goff Separation Agreement, Dr. Le Goff’s options to purchase the Company’s common stock or other equity granted to Dr. Le Goff under the Company’s equity plans as of the date of the agreement continued to be governed by the terms and conditions of We believe that the severance payments and benefits provided under the Executive Severance Plans are appropriate in light of the In addition, we believe it is appropriate to provide enhanced severance benefits in connection with certain The 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, 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 termination and with a denominator equal to 52, payable over 12 months, and up to 12 monthly cash payments equal to the monthly employer contribution that we would have made to provide health insurance for the applicable participant if he or she had remained employed by us, based on the premiums as of the date of termination. moderna 2022 Proxy statement |47 Termination in connection with a change in control The a lump sum cash severance amount equal to 150% of the participant’s annual base salary in effect immediately prior to such termination (or the participant’s annual base salary in effect immediately prior to the change in control, if higher), a lump sum amount equal to 150% of the participant’s annual target bonus in effect immediately prior to such termination (or the participant’s annual target bonus in effect immediately prior to the change in control, if higher) (the a lump sum amount equal to (A) the participant’s Applicable Bonus 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 termination and with a denominator equal to 52, a lump sum amount equal to the monthly employer contribution that we would have made to provide health insurance for the participant if he or she had remained employed by us for 18 months following the date of termination, based on the premiums as of the date of termination, and for all outstanding and unvested equity awards of the Company that are subject to time-based vesting held by the named executive officer, full accelerated vesting of such awards. The payments and benefits provided under the 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 Generally, equity awards are granted on the following regularly scheduled basis as Equity awards granted Equity awards granted by our Equity awards granted to existing employees (other than in connection with a promotion) will generally be granted, if at all, on an annual basis, including an annual award to all employees and a late year grant to certain employees. 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 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 CEO: 7 times annual salary President: 6 times annual salary Other Executive Committee members: 3 times annual salary Directors: 6 times annual cash retainer 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 As of December 31, 2021, each of Mr. Bancel and Dr. Hoge owned more than the required value of shares of Moderna common stock. 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. moderna 2022 Proxy statement |49 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: selling any of our securities that they do not own at the time of the sale (a “short sale”); buying or selling puts, calls, other derivative securities of the Company or any derivative securities that provide the economic equivalent of ownership of any of our securities or an opportunity, direct or indirect, to profit from any change in the value of our securities or engaging in any other hedging transaction with respect to our securities at any time; using our securities as collateral in a margin account; and pledging our securities as collateral for a loan 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. moderna 2022 Proxy statement |50 2021 Summary Compensation Table The following table provides information regarding the total compensation awarded to, earned by, and paid to our named executive officers for services rendered to us for the years set forth below. Please note that in certain years these individuals were not NEOs and as such we are not including their compensation for those years. Name and Principal Position(1) Year Salary Non-Equity Plan Incentive Compensation Bonus Stock Awards Option Awards All Other Compensation Total ($) Stéphane Bancel Chief Executive Officer 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 12,855,275 2019 921,217 — 1,017,500 — 7,000,000 9,490 8,948,207 David Meline Chief Financial Officer 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 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 2019 595,724 — 396,000 — 4,000,000 9,490 5,001,214 Juan Andres Chief Technical Operations & Quality Officer 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 2019 530,615 — 322,465 — 3,000,000 9,490 3,862,570 Shannon Thyme Klinger Chief Legal Officer & Corporate Secretary 2021 381,096 344,000 250,000 6,000,000 4,000,000 514,051 11,489,147 Corinne Le Goff Former Chief Commercial Officer 2021 570,205 — 300,000 4,000,000 (2) 4,000,000(2) 1,278,243 10,148,448 Mr. Meline was hired by the Company on June 8, 2020 and was not an NEO for 2019. Ms. Klinger was hired by the Company on June 1, 2021 and was not an NEO for 2019 or 2020. Dr. Le Goff was hired by the Company on January 19, 2021 and was not an NEO for 2019 or 2020. Dr. Le Goff left the Company on December 17, 2021 but remained a consultant through February 3, 2022. Under her Consulting Agreement, Dr. Le Goff remained eligible for the first tranche of her new hire equity awards (equivalent to 25%); all other tranches were forfeited. Amounts represent the actual amount of base salary paid for each NEO during the applicable year. NEOs and other employees are generally assessed for potential salary increases at the beginning of each year. Percentage salary increases for each of our NEOs (other than Dr. Le Goff and Ms. Klinger, whose salaries were fixed $625,000 and $650,000, respectively, upon hiring) were approved in February 2021 as follows: Bancel (5.3%, to $1,000,000), Meline (3.5%, to $621,000), Hoge (12.7%, to $700,000), and Andres (8.7%, to $600,000). For more information, see the discussion for each NEO under “Executive Summary” above. Non-Equity Plan Incentive Compensation The amounts reported represent annual bonuses earned by our NEOs for services performed during 2021, based on the achievement of Company and individual performance objectives. Target bonuses for our NEOs are set as a percentage of annual salary, and for 2021 were 100% of salary for our CEO and 60-65% of salary for our other NEOs. The bonus paid to Ms. Klinger was moderna 2022 Proxy statement |51 The The amount reported represents the aggregate grant date fair value of The amounts reported represent the aggregate grant date fair value of the stock options awarded to the 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. Klinger and Dr. Le Goff, respectively, in connection with each executive’s relocation to the Severance: Represents amounts paid to Dr. Commuting & Lodging / Commuting & Lodging Tax Expenses: Represents amounts paid for commuting and lodging expenses for Mr. Meline 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 associated with the Name 401(k) Match Relocation Relocation Tax Expenses Severance Commuting & Lodging Commuting & Lodging Tax Expenses Security Total Stephane Bancel $ 4,350 $ — $ — $ — $ — $ — $ 661,004 $ 665,354 David Meline 8,550 — — — 35,831 14,931 — 59,312 Stephen Hoge 7,250 — — — — — 292,374 299,624 Juan Andres 8,550 — — — — — 248,163 256,713 Shannon Klinger 5,800 144,378 51,982 — — — 311,891 514,051 Corinne Le Goff 8,700 115,135 43,243 1,111,165 — — — 1,278,243 moderna 2022 Proxy statement |52 Back to Fiscal Year 2021 The following table – also known as the Grants of Plan-Based Awards Table – sets forth the individual award, including stock options, RSUs and PSUs, made to each of our NEOs during 2021. For a description of the types of awards indicated below, please see our “Compensation Discussion and Analysis” above. Name Grant Date(1) Award Type Estimated Future Payouts Under Performance Share Units (#)(2) Restricted Stock Units (#)(3) Stock Options (#)(4) Stock Option Exercise Price(5) Grant Date Fair Value of Awards(6) Threshold Target Maximum Stéphane Bancel February 9, 2021 Annual Equity 144,105 $ 179.52 $ 11,250,000 March 5, 2021 Annual Equity 3,546 28,368 56,736 3,750,000 David Meline February 9, 2021 Annual Equity 25,618 179.52 2,000,000 February 9, 2021 Annual Equity 5,570 1,000,000 March 5, 2021 Annual Equity 945 7,564 15,128 1,000,000 Stephen Hoge February 9, 2021 Annual Equity 38,428 179.52 3,000,000 February 9, 2021 Annual Equity 8,355 1,500,000 March 5, 2021 Annual Equity 1,418 11,347 22,694 1,500,000 Juan Andres February 9, 2021 Annual Equity 32,023 179.52 2,500,000 February 9, 2021 Annual Equity 6,963 1,250,000 March 5, 2021 Annual Equity 1,182 9,456 18,912 1,250,000 Shannon Klinger June 7, 2021 New Hire Equity 42,169 219.57 4,000,000 June 7, 2021 New Hire Equity 18,217 4,000,000 June 7, 2021 Special Equity 9,108 2,000,000 Corinne Le Goff February 1, 2021 New Hire Equity 58,563 157.48 4,000,000 February 1, 2021 New Hire Equity 25,400 4,000,000 All annual equity grants were approved by the Compensation Committee on February 8, 2021, with a grant date of February 9, 2021, for annual stock option grants and RSUs, and a grant date of March 5, 2021 for PSUs. The new hire award for Dr. Le Goff, which was approved by the Compensation Committee on December 28, 2020, had a grant date of February 1, 2021, 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. Klinger was approved by the Compensation Committee on February 8, 2021, with a grant date of June 7, 2021, consistent with the Company’s grant date convention for new hires under the Company’s Equity Award Grant policy. 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, 2023. Each RSU is subject to time-based vesting, as described in the footnotes to the “Outstanding Equity Awards at 2021 Year-End Table” below. Each stock option is subject to time-based vesting, as described in the footnotes to the “Outstanding Equity Awards at 2021 Year-End Table” below. Based upon the closing sale price of our common stock as reported on the Nasdaq Global Select Market on the date of grant. The amounts reported represent the aggregate grant date fair value of the stock options and RSUs, as applicable, awarded to the NEOs during 2021, 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, 2021 included in our Annual Report. The amounts reported in this column reflect the aggregate accounting cost for these stock options and RSUs, 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 any sale of the underlying shares of common stock. moderna 2022 Proxy statement |53 Outstanding Equity Awards at 2021 Year-end The table below sets forth information regarding outstanding equity awards held by our Name Grant Date(1) Award Type First Vesting Date Number Exercisable/ Outstanding Number Unexercisable/ Unvested Option Exercise Price Option Expiration Date Market Value(2) Stéphane Bancel 8/19/2013 Options 8/10/2016 4,587,155 (3) — $ 0.99 8/19/2023 $ 1,160,504,343 2/23/2016 Options 2/23/2017 688,073 (3) — 10.90 2/23/2026 167,256,785 8/10/2016 Options 8/10/2016 558,394 (3) — 19.15 8/10/2026 131,127,663 8/10/2016 Options 8/10/2016 193,321 (3) — 19.15 8/10/2026 45,397,570 2/23/2017 Options 2/22/2018 642,201 (3) — 12.21 2/23/2027 155,264,936 2/28/2018 Options 2/28/2019 688,071 (5) 229,360 (5) 14.22 2/28/2028 219,963,257 12/6/2018 Options 6/13/2020 1,433,482 (6) 3,153,673 (6) 23.00 12/6/2028 1,059,541,062 3/8/2019 Options 3/8/2020 408,094 (4) 185,498 (4) 20.93 3/8/2029 138,336,616 2/28/2020 Options 2/28/2021 281,960 (4) 362,520 (4) 25.93 2/28/2030 146,973,664 2/9/2021 Options 2/9/2022 — 144,105 (4) 179.52 2/9/2031 10,730,058 3/5/2021 PSUs 28,368 (9) 7,204,905 3,242,300,859 David Meline 7/6/2020 Options 7/6/2021 84,781 (4) 186,522 (4) 59.15 7/6/2030 52,857,963 2/9/2021 Options 2/9/2022 25,618 (4) 179.52 2/9/2031 1,907,516 2/9/2021 RSUs 2/9/2022 5,570 (4) 1,414,669 3/5/2021 PSUs 7,564 (9) 1,921,105 58,101,253 Stephen Hoge 8/10/2016 Options 8/10/2016 197,431 (3) — 0.99 8/19/2023 49,948,069 8/10/2016 Options 2/23/2017 166,972 (3) — 10.90 2/23/2026 40,587,554 8/10/2016 Options 8/10/2016 223,357 (3) — 19.15 8/10/2026 52,450,954 8/10/2016 Options 8/10/2016 96,660 (3) — 19.15 8/10/2026 22,698,668 2/23/2017 Options 2/22/2018 458,715 (3) — 12.21 2/23/2027 110,903,526 10/3/2017 Options 10/3/2018 1,490,824 (7) 344,038 (7) 12.21 10/3/2027 443,614,586 2/28/2018 Options 2/27/2019 387,003 (4) 25,811 (4) 14.22 2/28/2028 98,983,477 3/8/2019 Options 3/8/2020 233,195 (4) 106,000 (4) 20.93 3/8/2029 79,049,395 2/28/2020 Options 2/28/2021 93,985 (4) 120,841 (4) 25.93 2/28/2030 48,991,069 2/28/2020 RSUs 2/28/2022 — 38,565 (8) 9,794,739 2/9/2021 Options 2/9/2022 38,428 (4) 179.52 2/9/2031 2,861,349 2/9/2021 RSUs 2/9/2022 8,355 (4) 2,122,003 3/5/2021 PSUs 11,347 (9) 2,881,911 964,887,269 Juan Andres 2/28/2018 Options 2/28/2019 28,629 (3) — 14.22 2/28/2028 6,864,089 3/8/2019 Options 3/8/2020 174,897 (4) 79,499 (4) 20.93 3/8/2029 59,286,988 2/28/2020 Options 2/28/2021 70,490 (4) 90,630 (4) 25.93 2/28/2030 36,743,416 2/28/2020 RSUs 2/28/2022 28,924 (8) 7,346,118 2/9/2021 Options 2/9/2022 32,023 (4) 179.52 2/9/2031 2,384,433 2/9/2021 RSUs 2/9/2022 6,963 (4) 1,768,463 3/5/2021 PSUs 9,456 (9) 2,401,635 116,795,141 Name Stéphane Bancel John Mendlein Lorence Kim moderna 2022 Proxy statement |54 Name Grant Date(1) Award Type First Vesting Date Number Exercisable/ Outstanding Number Unexercisable/ Unvested Option Exercise Price Option Expiration Date Market Value(2) Shannon Klinger 6/7/2021 Options 6/7/2022 42,169 (4) $ 219.57 6/7/2031 $ 1,451,035 6/7/2021 RSUs 6/7/2022 18,217 (4) 4,626,754 6/7/2021 RSUs 6/7/2024 9,108 (10) 2,313,250 8,391,039 Corinne Le Goff 2/1/2021 Options 2/1/2022 14,640 (11) 157.48 5/4/2022 1,412,760 2/1/2021 RSUs 2/1/2022 6,350 (11) 1,612,773 3,025,533 Market value reflects the value of the applicable equity award, The shares subject to the option are fully vested. 25% of the shares subject to the equity award vest on the first anniversary of the This option grant vests in three tranches. The first tranche, consisting of 50% of the underlying shares, This option grant vests in two tranches. The first tranche, consisting of 50% of the underlying shares, 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 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 The The shares subject to the Represents the portion of moderna 2022 Proxy statement |55 Option Exercises and Stock Vested in Fiscal Year 2021 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, 2021 by each of our NEOs. Option Awards Stock Awards Number of Shares Acquired on Exercise (#) Value Realized on Exercise ($)(1) Number of Shares Acquired on Vesting (#) Value Realized on Vesting ($) Stéphane Bancel — $ — — $ — David Meline — — — — Stephen Hoge, M.D. 680,000 165,865,203 — — Juan Andres 725,000 194,286,892 — — Shannon Klinger — — — — Corinne Le Goff — — — — 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, exclusive of any payments or consideration provided on behalf of the NEO. 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. moderna 2022 Proxy statement |56 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 Dr. Le Goff), assuming that a qualifying termination occurred on December 31, 2021. Dr. Le Goff was not eligible to receive any payments or benefits in the event of a termination on December 31, 2021 as she was no longer employed by the Company as of that date. See “Corinne Le Goff – Separation and Consulting Agreements” above for details related to payments Dr. Le Goff upon departure and quantification of such payments. 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, 2021 would have been the same as is shown under “Accelerated Equity Vesting (Time-Based)” under “Qualifying Termination in Connection with a Change of Control” below. For Mr. Bancel, this acceleration would have been capped at $500 million. The closing market price of a share of our common stock on December 31, 2021 was $253.98. Qualifying Termination Not in Connection with a Change in Control ($)(1) Qualifying Termination in Connection with a Change in Control ($)(2) Stéphane Bancel Cash Severance Payment $ 1,000,000 (3) $ 1,500,000 (4) Cash Incentive Bonus Payment 1,000,000 (5) 2,500,000 (6) COBRA Premiums 24,312 (7) 36,468 (8) Accelerated Equity Vesting (Time-Based) — 922,461,431 (9) David Meline Cash Severance Payment 621,000 (3) 931,500 (4) Cash Incentive Bonus Payment 372,600 (5) 931,500 (6) COBRA Premiums 15,790 (7) 23,685 (8) Accelerated Equity Vesting (Time-Based) — 40,302,634 (9) Stephen Hoge Cash Severance Payment 700,000 (3) 1,050,000 (4) Cash Incentive Bonus Payment 455,000 (5) 1,137,500 (6) COBRA Premiums 24,312 (7) 36,468 (8) Accelerated Equity Vesting (Time-Based) — 157,366,330 (9) Juan Andres Cash Severance Payment 600,000 (3) 900,000 (4) Cash Incentive Bonus Payment 360,000 (5) 900,000 (6) COBRA Premiums 24,312 (7) 36,468 (8) Accelerated Equity Vesting (Time-Based) — 51,494,971 (9) Shannon Klinger Cash Severance Payment 650,000 (3) 975,000 (4) Cash Incentive Bonus Payment 232,500 (5) 581,250 (6) COBRA Premiums 15,790 (7) 23,685 (8) Accelerated Equity Vesting (Time-Based) — 8,391,038 (9) moderna 2022 Proxy statement |57 A “qualifying termination” means a termination other than due to cause, death or disability or a resignation for good reason and “not in connection with a change in control” means outside of the A “qualifying termination” means a termination other than due to Represents twelve months of Represents 18 months of the executive’s base salary. Represents the NEO’s target annual bonus opportunity, pro-rated for the number of weeks employed during the year of termination. Represents 150% of the NEO’s target annual bonus opportunity plus the NEO’s target bonus opportunity, pro-rated for the number of weeks employed during the year of termination. Represents 12 months of our contribution towards health insurance, based on our actual costs to Represents 18 months of our contribution towards health insurance, based on our actual costs to provide health insurance to the Represents Equity Compensation Plan Information The following table provides information as of December 31, Plan Category Number of Securities to be Issued upon Exercise of Outstanding Options and Restricted Stock Units (a) Weighted- Average Exercise Price of Outstanding Options (b) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) Equity Compensation Plans Approved by Stockholders(1) 29,555,251 (2) $ 27.08 30,492,625 (3)(4) Equity Compensation Plans Not Approved by Stockholders — N/A — TOTAL 29,555,251 $ 27.08 30,492,625 Consists of our 2018 Stock Plan, 2016 Stock Plan, and ESPP. Following our initial public offering, we have not and will not grant any awards under our 2016 Stock Plan, but all outstanding awards under the 2016 Stock Plan will continue to be governed by their existing terms. The shares of common stock underlying any awards granted under the 2016 Stock Plan or 2018 Stock Plan that are forfeited, canceled, reacquired by us prior to vesting, satisfied without the issuance of stock, or otherwise terminated (other than by exercise) and the shares of common stock that are withheld upon exercise of a stock option or settlement of such award to cover the exercise price or tax withholding will be added to the shares of common stock available for issuance under the 2018 Stock Plan. Does not include purchase rights accruing under the ESPP because the purchase right (and therefore the number of shares to be purchased) will not be determined until the end of the purchase period. Consists of shares available for future issuance under the ESPP and the 2018 Stock Plan. As of December 31, 2021, 3,545,482 shares of common stock were available for issuance under the ESPP (which number includes shares subject to purchase during the current purchase period, which commenced on December 1, 2021, and the exact number of which will not be known until the end of the purchase period on May 30, 2022), and 26,947,143 shares of common stock were available for issuance under the 2018 Stock Plan. Subject to the number of shares remaining in the share reserve, under the ESPP, the maximum number of shares purchasable by any participant on any one purchase date for any purchase period, including the current period, may not exceed 3,000 shares. The 2018 Stock Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2019, by 4% of the outstanding number of shares of our common stock on the immediately preceding December 31, or such lesser number of shares as determined by our Compensation Committee. The ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2020, by the least of 3,240,000 shares of our common stock, 1% of the outstanding number of shares of our common stock on the immediately preceding December 31, or such lesser number of shares as determined by our compensation committee. In both December 2020 and 2021, our Compensation Committee determined that neither the 2018 Stock Plan nor the ESPP would increase the shares reserved thereunder for future issuances in 2021 or 2022, as both plans had ample shares reserved for expected future issuances as of the end of 2020 and 2021. moderna 2022 Proxy statement |58 Plan Category Equity Compensation Plans Approved by Stockholders(1) Equity Compensation Plans Not Approved by Stockholders TOTAL CEO Pay Ratio Annual Retainer for service on the Board of Directors Additional Annual Retainer forNon-Executive Chairman of the Board of Directors Additional Annual Retainer for service as Chairperson of the Audit Committee Additional Annual Retainer for service as member of the Audit Committee (other than Chairperson) Additional Annual Retainer for service as Chairperson of the Compensation & Talent Committee Additional Annual Retainer for service as member of the Compensation & Talent Committee (other than Chairperson) Additional Annual Retainer for service as Chairperson of the Nominating and Corporate Governance Committee Additional Annual Retainer for service as member of the Nominating and Corporate Governance Committee (other than Chairperson) Additional Annual Retainer for service as Chairperson of the Product Development Committee Additional Annual Retainer for service as member of the Product Development Committee (other than Chairperson) The 2021 total compensation for Mr. Bancel, as reported above in the Our median employee pay declined from 2020 to 2021 primarily as a result of 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 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 Accounting for Annual Retainer for service on the Board of Directors Additional Annual Retainer forNon-Executive Chairman of the Board of Directors Additional Annual Retainer for Committee Membership (other than Chair) Additional Annual Retainer for Committee Membership (Chair) 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 Section 409A of the Internal Revenue Code Section 409A of the Code imposes additional significant taxes in the event that an The Name Noubar B. Afeyan, Ph.D.(2) Stephen Berenson(3) Peter Barton Hutt, LL.M.(4) Robert Langer, Sc.D.(5) Elizabeth Nabel, M.D.(7) Israel Ruiz(8) Paul Sagan(9) Moncef Slaoui, Ph.D.(10) Name OCHA LLC(2) Viking Global Investors LP and affiliated entities(3) The Respectfully submitted by the Stephen Berenson (Chairperson) François Nader Paul Sagan Elizabeth Tallett moderna 2022 Proxy statement |60 Back to Management The following table sets forth certain information known to us regarding beneficial ownership of our common stock as of March each person or group of affiliated persons known by us to be the beneficial owner of more than five percent of our capital stock; each of our named executive officers; each of our directors; and all of our executive officers, directors, and 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 1, 2022. The table shown below and the calculated percentage of beneficial ownership includes Named Executive Officers and Directors: Stéphane Bancel,Chief Executive Officer(2) John Mendlein, Ph.D., J.D.,former President, Corporate and Product Strategy(3) Lorence Kim, M.D.,Chief Financial Officer(4) Noubar B. Afeyan, Ph.D.,Chairman(5) (see Flagship Pioneering and affiliated entities below) Moncef Slaoui, Ph.D.,Director(6) Peter Barton Hutt, LL.M.,Director(7) Robert Langer, Sc.D.,Director(8) Elizabeth Nabel, M.D.,Director(9) Israel Ruiz,Director(10) Stephen Berenson,Director(11) Paul Sagan,Director(12) All executive officers and directors as a group (15 persons)(13) Other 5% Stockholders: Flagship Pioneering and affiliated entities(5)(see Noubar B. Afeyan, Ph.D.,Chairmanabove) AstraZeneca and affiliated entities(14) Viking Global Investors LP and affiliated entities(15) Shares Beneficially Owned Name and Address of Beneficial Owner(1) Number Percentage Named Executive Officers, Directors and Director Nominees: Stéphane Bancel, Chief Executive Officer and Director(2) 31,534,632 7.8 % Noubar B. Afeyan, Ph.D., Chairman(3) 20,013,324 5.0 % Robert Langer, Sc.D., Director(4) 11,798,147 2.9 % Stephen Hoge, M.D., President(5) 5,179,735 1.3 % Paul Sagan, Director(6) 576,283 * % Juan Andres, Chief Technical Operations and Quality Officer(7) 309,060 * % Stephen Berenson, Director(8) 180,320 * % David Meline, Chief Financial Officer(9) 127,489 * % François Nader, M.D., Director(10) 80,663 * % Sandra Horning, M.D., Director(11) 40,250 * % Elizabeth Tallett, Director(12) 28,603 * % Corinne Le Goff, Former Chief Commercial Officer(13) 18,167 * % Elizabeth Nabel, M.D., Director(14) 5,923 * % Shannon Thyme Klinger — — All executive officers, directors and director nominees as a group (15 persons)(15) 69,892,596 17.3 % Other 5% Stockholders: Baillie Gifford and Co.(16) 45,772,079 11.4 % BlackRock, Inc.(17) 27,661,473 6.9 % The Vanguard Group(18) 27,426,570 6.8 % * Represents beneficial ownership of less than one percent moderna 2022 Proxy statement |61 Unless otherwise indicated, the address for each beneficial owner is c/o Moderna, Inc., 200 Technology Square, Cambridge, MA 02139. The shares reported herein consist of (a) Consists of (a) 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) Consists of (a) 1,610,791 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 (c) 3,412,895 shares of common stock underlying outstanding stock options that are or will be immediately exercisable within 60 days of March Consists of (a) Consists of (a) 9,069 shares held and (b) 299,991 shares of common stock underlying outstanding stock options held by Juan Andres that are or will be immediately exercisable within 60 days of March Consists of (a) Consists of (a) 2,391 shares held and (b) 125,098 shares of common stock underlying outstanding stock options held by Consists of 80,663 shares of common stock underlying outstanding stock options or unvested RSUs held by François Nader that are or will be immediately exercisable or vest within 60 days of March 1, 2022. Consists of 40,250 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 1, 2022 Consists of 28,603 shares of common stock underlying outstanding stock options or unvested RSUs held by Elizabeth Tallett that are or will be immediately exercisable or vest within 60 days of March 1, 2022. Consists of (a) 3,527 shares held and (b) 14,640 shares of common stock underlying outstanding stock options held by Corinne Le Goff that are or will be immediately exercisable within 60 days of March Consists of Based solely on a Schedule 13G/A filed January Based solely on a Schedule 13G filed February 4, 2022. The business address of Based solely on a Schedule 13G/A filed February 10, 2022. 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. moderna 2022 Proxy statement | Our A representative of Ernst & Young Fees Paid to the Independent Registered Public Accounting Firm The following table presents fees for professional audit services and other services rendered to us by Ernst & Young 2021 2020 Audit fees(1) $ 2,725,000 $ 2,107,500 Audit-related fees(2) — — Tax fees(3) 3,589,000 1,986,000 All other fees(4) 543,236 5,005 Total Fees $ 6,857,236 $ 4,098,505 Audit fees in 2021 and 2020 include fees for our annual audit, quarterly review procedures, comfort letters and consents, assistance with and review of documents filed with the SEC, and other fees in connection with our adoption of new accounting pronouncements. There were no audit-related fees incurred in 2021 or 2020. Tax fees relate to tax return preparation and tax advisory services, and increased in 2021 compared to 2020 due to the Company’s continued commercialization and international expansion, and tax services provided in connection with those activities. All other fees in 2021 and 2020 consisted of subscription fees for Ernst & Young’s online accounting research tool, and services in 2021 related to a commercial market assessment for one of our pipeline products. Audit fees(1) Audit-related fees(2) Tax fees(3) All other fees(4) Total Fees Audit CommitteePre-Approval of Audit and PermissibleNon-Audit Services of Independent Registered Public Accounting Firm During In The ratification of the appointment of Ernst & Young The Board of Directors recommends a vote “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022. moderna 2022 Proxy statement | 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 The the integrity of the performance and responsibilities of Moderna’s internal audit function; and the appointment, qualifications, and independence of the independent registered public accounting The The The The and Moderna’s internal auditors their audit plans, audit scope and identification of audit risks. Based on The Respectfully submitted by the members of the Stephen Berenson Paul Sagan moderna 2022 Proxy statement | The following shareholder proposal has been submitted to the Company for 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 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, as defined by the World Bank. SUPPORTING STATEMENT Widespread vaccination is critical to achieving herd immunity and preventing the development of more transmissible and vaccine-resistant variants. Vaccine administration has been strikingly unequal. As of October 21, 2021, high-income countries have administered 134 doses, while low-income countries have administered only four doses, per 100 residents.1 Vaccine inequity could cost the global economy over $2 trillion.2 Moderna touts its agreement to sell 500 million doses to COVAX,3 and 110 million doses to the African Union.4 This is insufficient compared to global need. High-income countries account for a larger share of doses shipped by Moderna than any other manufacturer.5 Independent estimates indicate that Moderna will miss its 2021 production target of one billion doses by 33%. To ensure equitable access, Moderna should transfer the intellectual property and know-how associated with its vaccines to allow manufacture in low- and middle-income countries. Pressure, including by the U.S. government, is intensifying on Moderna to make such transfers.6 Moderna has committed not to enforce its COVID-19 vaccine patents during the pandemic,7 but other manufacturers cannot produce Moderna’s vaccine quickly without full technology transfer, including know-how regarding the manufacturing process. An effort to replicate Moderna’s vaccine by the World Health Organization’s mRNA Vaccine Technology Transfer Hub, which was recently established to facilitate technology transfer, 8 has stalled because Moderna has not responded to requests to share know-how.9 Though CEO Stephane Bancel has said other companies would take 12 to 18 months to produce Moderna’s vaccine, 10 quicker production is possible with full. technology transfer: Lonza began producing it within six months after the transfer was announced.11 Moderna’s former director of chemistry estimates that modern factories could start manufacturing mRNA vaccines within a few months if sufficient know-how is transferred.12 The New York Times has identified ten emerging market manufacturers that can produce the vaccine.13 Moderna has not yet selected a country for its announced African mRNA vaccine plant, and Bancel has said that it would take two to four years to construct and validate. Thus, it will not ameliorate current supply challenges. We believe backlash from Moderna not sharing information needed to manufacture its vaccine in low- and middle-income countries could tarnish its reputation, threaten its social license to operate, and undermine relations with the U.S. government. We urge Moderna to analyze the feasibility of providing know-how to qualified manufacturers that could independently increase supply and help end the pandemic. https://ourworldindata.org/covid-vaccinations (last visited Oct. 22, 2021) https://www.cnbc.com/2021/08/27/vaccine-inequality-could-cost-the-global-economy-trillions-report.html https://investors.modernatx.com/news-releases/news-release-details/our-global-commitment- vaccine-access https://www.reuters.com/world/africa/exclusive-african-union-buy-up-110-million-moderna-covid- 19-vaccines-officials-2021-10-26/ https://www.nytimes.com/2021/10/09/business/moderna-covid-vaccine.html https://endpts.com/as-pressure-to-share-technology-mounts-biontech-selects-rwanda-for-latest-vaccine-site/; https://investors.modernatx.com/news-releases/news-release-details/our-global-commitment- vaccine-access https://www.who.int/news-room/articles-detail/establishment-of-a-covid-19-mrna-vaccine- technology- https://www.news24.com/news24/Africa/News/covid-19-who-backed-vaccine-hub-for-africa-to-copy-modernas-shot-20210914 https://www.nature.com/articles/d41586-021-02383-z https://jamanetwork.com/journals/jama/fullarticle/2781756 https://www.project-syndicate.org/onpoint/big-pharma-blocking-wto-waiver-to-produce-more-covid-vaccines-by-joseph-e-stiglitz-and-lori-wallach-2021-05;https://www.devex.com/news/where-are-we-on-covid-19-after-a-year-of-trips-waiver-negotiations-101795 https://www.nytimes.com/interactive/2021/10/22/science/developing-country-covid-vaccines.html moderna 2022 Proxy statement |65 Your Board recommends a vote AGAINST this proposal. Throughout the COVID-19 pandemic, Moderna’s goal has been to help protect as many people as possible around the globe, and we are committed to helping end the humanitarian and global public health crisis posed by the pandemic as soon as possible. Our approach has been focused on pursuing practical solutions that will expand the production and shipment of vaccines as quickly and safely as possible. While we share the proponents’ belief that widespread vaccination is key to bringing an end to the pandemic, we disagree with the approach advocated for in the proposal, and your Board of Directors recommends a vote AGAINST it. The proposal asks for a report on a solution that will not address the realities of the pandemic as it exists today. Moderna has worked to prioritize the shipment of doses to low- and middle-income countries. But in certain instances where Moderna has been prepared to deliver, those doses have been declined. This was true of deliveries that Moderna was prepared to make in Africa at the end of 2021 but were prevented due to the inability to close the “last mile.” These issues include refrigeration capacity, the availability of health workers and vaccine hesitancy, which require collaborative on-the-ground solutions. In addition, in January 2022, the African Union informed Moderna that it would not exercise its option for 60 million doses made available for delivery in the second quarter of 2022, based on its expectation that the continent would have sufficient vaccines to meet vaccination targets. Moderna nonetheless remains prepared to fulfill its commitments to COVAX, the African Union and low- and middle-income countries. In October 2021, we announced a five-pillar approach to promoting access to our COVID-19 vaccine.(1) These actions helped us deliver more than 200 million doses of our COVID-19 vaccine to low- and middle-income countries in 2021, representing more than 25% of our total deliveries.(2) Collectively, these deliveries were more than Moderna delivered last year to any country or multinational group other than the U.S. government. Our strategy to promote access to our COVID-19 vaccine around the globe is focused on these five pillars: Not enforcing intellectual property. In October 2020, we became the only company to commit to not enforce our COVID-19-related IP rights during the pandemic.(3) In March 2022, we updated our 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. Supporting COVAX. We are committed to supporting the COVAX Facility for low- and middle-income countries, as evidenced by our agreement to supply up to 650 million doses of our vaccine in 2021 and 2022, with 34 million doses delivered in 2021.(2) This represents the largest direct supply deal of its kind by any U.S. vaccine manufacturer. Doses under our most recent contracts with COVAX are being supplied at our lowest price of $7.00 per 100 µg dose. While we have focused our efforts to provide our vaccine to low- and middle-income countries through COVAX, we have also entered into separate supply agreements with individual nations. Facilitating donations. We have actively worked with governments that have excess vaccine supply to donate their excess doses or defer future deliveries.(4)In 2021, this allowed us to facilitate the donation of 138 million doses from the U.S. and European Union to low-and middle-income countries. We will continue to work with governments with extra vaccine supply to facilitate similar donations or to prioritize shipments to those countries with the greatest need. Providing Africa manufacturing capabilities. In October 2021, we announced our plan to build a state-of-the-art mRNA manufacturing facility in Africa, with the goal of being able to produce up to 500 million doses of vaccine annually to help protect against future pandemics.(5) In March 2022, we announced that, with the assistance of the U.S. See “Our Global Commitment to Vaccine Access” (October 8, 2021), available at: https://investors.modernatx.com/Statements--Perspectives/ See “Moderna Announces Advances Across Its Industry-Leading mRNA Pipeline and Provides Business Update” (January 10, 2022), available at: https://investors.modernatx.com/news/news-details/2022/Moderna-Announces-Advances-Across-Its-Industry-Leading-mRNA-Pipeline-and-Provides-Business-Update/default.aspx. See, e.g., “Statement by Moderna on Intellectual Property Matters During the COVID-19 Pandemic” (October 8, 2020), available at: https://investors.modernatx.com/Statements--Perspectives/Statements--Perspectives-Details/2020/Statement-by-Moderna-on-Intellectual-Property-Matters-during-the-COVID-19-Pandemic/default.aspx. See, e.g., “Moderna Announces European Union and European Economic Area Countries to Donate More Than 70 Million Doses of Moderna COVID-19 Vaccine to COVAX in 2021 to Help End COVID-19 Pandemic in Low Income Countries” (November 16, 2021), available at: https://investors.modernatx.com/news/news-details/2021/Moderna-Announces-European-Union-and-European-Economic-Area-Countries-to-Donate-More-than-70-Million-Doses-of-Moderna-COVID-19-Vaccine-to-COVAX-in-2021-to-Help-End-COVID-19-Pandemic-in-Low-Income-Countries-11-16-2021/default.aspx. See “Moderna to Build State-of-the-Art mRNA Facility in Africa to Manufacture up to 500 Million Doses per Year” (October 7, 2021), available at: https://investors.modernatx.com/news/news-details/2021/Moderna-to-Build-State-of-the-Art-mRNA-Facility-in-Africa-to-Manufacture-up-to-500-Million-Doses-Per-Year-10-07-2021/default.aspx. moderna 2022 Proxy statement |66 government, we have entered into a Memorandum of Understanding with the Government of Kenya to establish Kenya as the location for this manufacturing facility. Expanding our capacity. In April 2021, we announced additional investments in manufacturing, both at Moderna and with our partners, to maximize vaccine production. The goal for this expanded manufacturing was to be able to supply an additional 1 billion doses of COVID-19 vaccine in 2022 to meet demand in low- and middle-income countries. We have contract manufacturing agreements with Lonza, Baxter, Catalent, Recipharm, ROVI, Samsung Biologics, Thermo Fisher, and others to make this production possible. We believe that expanding production with these partners around the globe is the most effective way to get additional doses into arms. However, we have limited personnel that are trained in the novel production techniques for our mRNA-based medicine, and we believe it is most effective to engage those personnel in training our existing manufacturing partners around the world. We also believe it is crucial that we maintain the ability to oversee the integrity of our manufacturing processes to ensure the safety of the individuals receiving our vaccine, and to ensure that the general public will continue to have confidence in mRNA-based medicines. Moderna continues to take concrete, practical measures to provide its vaccine to as many people around the globe as possible. In 2022, global supply of vaccines will not be an issue as it was in 2021 when manufacturers around the world were ramping up production. In 2021, total global manufacturing of COVID-19 vaccines reached approximately 11 billion doses,(1) and that number is expected to double in 2022.(2) We firmly believe that the measures we are taking to build manufacturing capacity and promote global vaccine access are the best and most effective way for Moderna to play its part in ending the pandemic. The shareholder proposal puts forward an unproven solution, lacking in appropriate oversight of our manufacturing processes, which could have negative consequences in terms of safety, quality, efficiency and long-term confidence in mRNA technology. The Board of Directors recommends a vote “AGAINST” this shareholder proposal, for the reasons outlined above. See, International Federation of Pharmaceutical Manufacturers & Associations, “11 Billion COVID-19 Vaccines Produced in 2021 Has Resulted in the Biggest Immunization Campaign in Human History and 2022 Will Require More and Better Vaccine Redistribution and Innovation” (December 16, 2021), available at: https://www.ifpma.org/resource-centre/11-billion-covid-19-vaccines-produced-in-2021-has-resulted-in-the-biggest- See, e.g., International Federation of Pharmaceutical Manufacturers & Associations, “As COVID-19 vaccine output estimated to reach over 12 billion by year end and 24 billion by mid-2022, innovative vaccine manufacturers renew commitment to support G20 efforts to address remaining barriers to equitable access,” (October 19, 2021), available at: https://www.ifpma.org/resource-centre/as-covid-19-vaccine-output-estimated- moderna 2022 Proxy statement |67 To be held at 8:00 a.m. Eastern Time on April 28, 2022. 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 1, 2022, 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 1, 2022, 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 403,020,216 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 What business will be conducted at the The following table shows the proposals to be presented for a vote, the applicable voting requirements, and the Proposal Vote required to pass Voting options Board’s recommendation Effect of abstentions and broker non-votes* Elect three Class I directors to hold office until the 2025 annual meeting of stockholders A plurality of the votes properly cast, which means the three nominees who receive the most FOR votes will be elected FOR all nominees WITHHOLD as to all nominees FOR all nominees except for those specified, from whom you WITHHOLD your vote FOR each No effect Approve, on a non-binding, advisory basis, the compensation of our named executive officers A majority of the votes properly cast FOR, AGAINST or ABSTAIN FOR No effect Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending A majority of the votes properly cast FOR, AGAINST or ABSTAIN FOR No effect Shareholder A majority of the votes properly cast FOR, AGAINST or ABSTAIN AGAINST No effect * See “What if I do not specify how my shares are to be voted?” for an explanation of broker non-votes. The Board of Directors knows of no other business to moderna 2022 Proxy statement|68 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. 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 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/MRNA2022. 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 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. 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 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. 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 Wednesday, April 27, 2022, 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 Wednesday, April 27, 2022, 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 Wednesday, April 27, 2022, 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. moderna 2022 Proxy statement |69 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? 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: entering a new vote by Internet or telephone; signing and returning a new proxy card with a later date; delivering a written revocation to our Corporate Secretary; or accessing the Annual Meeting and voting in person. 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? If you submit a proxy but do not provide voting instructions, your shares will be voted: FOR the election of each of the nominees as Class I directors to serve for a three-year term (Proposal No. 1); FOR approval, on a non-binding, advisory basis, of the compensation of Moderna’s named executive officers (Proposal No. 2); FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022 (Proposal No. 3); AGAINST the shareholder proposal (Proposal No. 4); and In the discretion of the named proxy holders regarding any other matters properly presented for a vote at the Annual Meeting. 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 403,020,216 shares of common stock outstanding, which means that 201,510,109 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. Abstentions and broker non-votes will be counted for purposes of determining whether we have a quorum. moderna 2022 Proxy statement |70 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. 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 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, Stockholders may Our bylaws moderna 2022 Proxy statement |71 annual meeting of 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 at our principal executive office for a copy of particular bylaw provisions. 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 Where can I find more information about Moderna? We 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 moderna 2022 Proxy statement | Back to MANAGEMENTThe following table sets forth the name, age (as of May 1, 2019) and position of each of our executives and directors.NameDirector Age PositionStéphane BancelExecutives:Qualifications Stéphane Bancel(1)Dr. Nader is qualified to serve on our Board of Directors because of his extensive experience in integrated healthcare markets, medical and regulatory affairs and governance expertise from his service on numerous boards of directors. 46 Juan Andres (1)Age: 61 54
Chair since 2019 Chief Technical Operations and Quality OfficerMarcello DamianiAge: 73 49 Chief Digital Operational Excellence OfficerLori Henderson, J.D.(1)Corporate Governance 57General Counsel and Corporate SecretaryStephen Hoge, M.D.(1)43PresidentLorence Kim, M.D. (1)45Chief Financial OfficerMegan Pace46Chief Corporate Affairs OfficerTal Zaks, M.D., Ph.D. (1)53Chief Medical OfficerNon-Executive Directors:Noubar B. Afeyan, Ph.D. (4)(5)56Chairman, DirectorStephen Berenson (2)(3)58DirectorPeter Barton Hutt, LL.M.(5)84Director (4) 70Director (4)(5) 67 DirectorIsrael Ruiz (2)(3)Age: 72 47 DirectorPaul Sagan (2)(3) 60DirectorMoncef Slaoui, Ph.D.(5)59Director(1)Executive officer(2)Member of the audit committee(3)Member of the compensation and talent committee(4)Member of the nominating and corporate governance committee(5)Member of the product development committeeExecutive team11Stéphane 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 2000Back 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 board 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.ContentsGovernance
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 GlobalHead, Technical Operations (Manufacturing and Supply Chain), Global Head of Quality, and Global Head of Technical Research and Development. From 1987 to 1996, Mr. Andres served in various manufacturing, production, and quality roles at Eli Lilly and Company (NYSE: LLY), including as Vice President, Pharmaceutical Manufacturing. Mr. Andres obtained a degree in pharmacy at the Universidad de Alcalá in Spain.Marcello Damiani, joined the Company in May 2015, and has served as our Chief Digital and Operational Excellence Officer since September 2018. From 2009 to 2015, Mr. Damiani held senior roles at bioMérieux (BIM:FP), including Senior Vice President and Group Chief Information Officer. Mr. Damiani holds an M.S. degree in Information Systems Architecture from the University of Toulouse, France and completed an international Executive M.B.A. program through TRIUM, an alliance of the London School of Economics, the New York University Stern Business School, and the HEC Paris School of Management, France.Lori Henderson, J.D., has served as our General Counsel and Corporate Secretary since April 2018. From 2011 to 2018, Ms. Henderson served at Albany Molecular Research Inc. (“AMRI”) first as Vice President, General Counsel and Corporate Secretary until 2014 and then as Senior Vice President, General Counsel and Head of Business Development. Prior to her time at AMRI, Ms. Henderson worked as a corporate attorney at Goodwin Procter LLP and as a General Counsel at other corporations. She received her J.D. from the George Washington University Law School and her B.A. in Business and Economics from Gordon College.Stephen Hoge, M.D., joined the Company in January 2013 and has served as our President since February 2015. From 2010 to 2012, Dr. Hoge was a Partner at McKinsey & Company and a leader in the firm’s healthcare practice. From 2005 to 2010, he served in roles of increasing responsibility at McKinsey & Company. From 2004 to 2005, Dr. Hoge was a resident physician at New York University/Bellevue Hospital. Dr. Hoge serves on the board of directors of Axcella Health, Inc., a private biotechnology company. He received an M.D. from the University of California, San Francisco and a B.A. in neuroscience from Amherst College.Lorence Kim, M.D., has served as our Chief Financial Officer since April 2014. From July 2000 to April 2014, Dr. Kim held a number of positions at Goldman, Sachs & Co., most recently as Managing Director andco-head of biotechnology investment banking. Dr. Kim has served on the board of directors of Seres Therapeutics, Inc. (Nasdaq: MCRB) since 2014. He received an A.B. in Biochemical Sciences from Harvard University, an M.B.A. in Healthcare Management from the Wharton School of the University of Pennsylvania, and an M.D. from the University of Pennsylvania School of Medicine.Megan Pace, has served as our Chief Corporate Affairs Officer since April 2018. From February 2015 to December 2017, Ms. Pace held senior positions at Agios Pharmaceuticals (Nasdaq: AGIO), including Senior Vice President, Strategic Operations and PKR Program Executive. From May 2010 to January 2015, she held senior positions at Vertex Pharmaceuticals (Nasdaq: VRTX), including Senior Vice President of Corporate Communications. Prior to Vertex, Ms. Pace was Senior Director of Public Affairs at Genentech. Ms. Pace received a B.A. from the College of Charleston.Tal Zaks, M.D., Ph.D., has served as our Chief Medical Officer since March 2015. Prior to joining Moderna, Dr. Zaks served in senior development positions at Sanofi (NYSE: SNY) from 2010 to 2015, including Senior Vice President and Head of Global Oncology. From July 2008 to May 2010, he served as Vice President of Clinical Research, Oncology at Cephalon. Prior to this, Dr. Zaks spent four years at GlaxoSmithKline (NYSE: GSK) as Director, Clinical Development and Translational Medicine and three years at the National Cancer Institute as a Postdoctoral Fellow. He is currently Associate Professor of Medicine at the University of Pennsylvania and serves on the board of directors of Adaptimmune Therapeutics plc (Nasdaq: ADAP). Dr. Zaks received his M.D. and Ph.D. from the Ben Gurion University in Israel and conducted post-doctoral research at the U.S. National Institutes of Health. He completed his clinical training in internal medicine at Temple University Hospital followed by a fellowship in medical oncology at the University of Pennsylvania.Non-executive directorsNoubar 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, 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 has previously served on the boards of numerous privately and publicly held companies, including BIND Therapeutics, Inc., BG Medicine, Inc. and Eleven Biotherapeutics, Inc. 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 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 since 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. Dr. Langer also served as a member of the Science Board to the 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.Elizabeth Nabel, M.D., has served as a member of our board of directors since December 2015. Dr. Nabel has served as President of Harvard University-affiliated Brigham Health, which includes Brigham and Women’s Hospital, Brigham and Women’s Faulkner Hospital, and the Brigham and Women’s Physician Organization, since 2010. Dr. Nabel has also been a Professor of Medicine at Harvard Medical School since 2010. Prior to that, Dr. Nabel held a variety of roles, including Director, at the National Heart, Lung and Blood Institute at the National Institutes of Health, a federal agency funding research, training and education programs to promote the prevention and treatment of heart, lung and blood diseases, from 1999 to 2009. She is an elected member of the National Academy of Medicine of the National Academy of Sciences. Dr. Nabel currently serves on the board of directors of Medtronic Plc (NYSE: MDT) and as a trustee of Tekla Capital Management LLC. We believe that Dr. Nabel is qualified to serve on our board of directors because of her extensive experience in the health care field, including senior positions with a number of research universities and organizations.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 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. Mr. Sagan currently serves on the board of directors of Akamai and VMware, Inc. (Nasdaq: VMW). 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.boardBoard of directorsDirectors boardBoard currently consists of nine members. 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. nominatingNominating and corporate governance committeeCorporate Governance Committee and our boardBoard of directorsDirectors consider a broad range of factors relatingwhen selecting nominees. We strive to the qualifications and background of nominees. Our nominating and corporate governance committee’s and our board of director’s priority in selecting boardmembers is identification of personsidentify candidates who will further the interests of our stockholders through their established recordstockholders. Among other things, we expect that all of professional accomplishment, our directors will have the following experience and traits:culture among board members, culture; business, business; professionalfacing our business; and personal experiences, and thetheir earlier of theirdeath, resignation, or removal. Our amended and restated certificate of incorporation and amended and restated bylaws also provide that our directorsDirectors may be removed only for cause by the affirmative vote of the holders of at leasttwo-thirds of the votes that all our stockholders would be entitled to cast in an annual election of directors, and that anydirectors. Any vacancy on our boardBoard of directors,Directors, including a vacancy resulting from an enlargement of our board of directors,the Board, may be filled only by vote of a majority of ourthe directors then in office.Director independenceBoard DiversityOur boardThe 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 directors has determinedNasdaq 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 all members of the board of directors, except Mr. Bancel, our Chief Executive Officer, are independent directors, including for purposes of the rules of the Nasdaq Global Select Market and the SEC. In making such independence determination, our board of directors considered the relationships that eachnon-employee director has with us and all other facts and circumstances that our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by eachnon-employee director. In considering the independence of the directors listed above, our board of directors considered the associationone of our directors withalso as Middle Eastern. As we pursue future Board recruitment efforts, our Nominating and Corporateholdersdiversity of more than 5% of our common stock. There are no family relationships among any of our directors or executive officers. Mr. Bancel is not an independent director under these rules because he is an executive officerviews and perspectives of the Company.Staggered boardInBoard 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 our amendedgender, and restated certificateindividuals with diverse perspectives informed by other personal and professional experiences. incorporation and amended and restated bylaws, our board of directorsDirectors is divided into three classes with staggered classes of directors.terms. At each annual meeting of stockholders, aone 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 terms of the directors will expire upon the election and qualification of successor directors at the annual meeting of stockholders to be held during the years 2019 for Class I directors, 2020 for Class II directors and 2021 for Class III directors.Our Class I directors are Noubar B. Afeyan, Stéphane Bancel, and Peter Barton Hutt;Our Class II directors are Stephen Berenson, Israel Ruiz, and Paul Sagan; andOur Class III directors are Robert Langer, Elizabeth Nabel, and Moncef Slaoui.Our amended and restated certificate of incorporation and amended and restated bylaws provide that the number of our directors shall be fixed from time to time by a resolution of the majority of our board of directors.The division of our boardBoard of directorsDirectors into three classes with staggered three-year terms may delay or prevent stockholder efforts to effect a change of our management or a change in control.leadership structureHighlights for 2021board’sstrategy.riskoverseeing the conduct of clinical trials and engagement with regulators to secure authorizations and approvals for the COVID-19 vaccine globally. Moderna’s COVID-19 vaccine is authorized or approved in more than 70 countries. In January 2022, Moderna received its first Biologics License Application (BLA) from the U.S. Food and Drug Administration, for administration of its COVID-19 vaccine in adults. The Board and Product Development Committee continue to oversee ongoing adolescent and pediatric trials to expand protection to these populations. In addition, the Board has remained engaged in Moderna’s approach to boosters and helping ensure that regulators have the information necessary to make data-based decisions on how to approach boosters for COVID-19.chairmanChairman of the board of directorsBoard 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 directorsBoard and to ensurefor ensuring the execution of the recommended plans. The chairman of the board of directorsChairman is responsible for leading the boardBoard of directorsDirectors 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 togrow. While our amended and restated bylaws and corporate governance guidelinesCorporate Governance Guidelines do not require that our chairmanChairman and Chief Executive Officer positions be separate, our boardBoard of directorsDirectors believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance. we face, while our boardBoard of directors,Directors, as a whole and through its committees, has responsibilityis responsible for the oversight ofoverseeing risk management. In its risk oversight role, our boardBoard of directors has the responsibility toDirectors must satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.intended.role of the board of directors in overseeing the management of our risks is conductedBoard exercises its oversight primarily through committees of the board of directors, as disclosed in the descriptions of each of the committees below and in the charters of each of theits committees. The full boardBoard of directorsDirectors (or the appropriate board committee in the case of risks that are under the purview of a particular committee) discusses with management our major risk exposures, their potential impact, on us, and the steps we take to manage them. When a boardBoard committee is responsible for evaluating and overseeing the management of a particular risk, or risks, the chairmanChair of the relevant committee reports on the discussion to the full boardBoard of directors duringDirectors so the committee reports portion of the next board meeting. This enables the board of directors and its committees toBoard can coordinate the risk oversight role particularlyamong the relevant parties.respectmanagement and Moderna’s independent auditors Moderna’s annual financial statements and related disclosures, including all critical accounting policies and practices used or to be used by the Company and any significant financial reporting issues that may arise in connection with the preparation of such audited financial statements. The Audit Committee is also responsible for overseeing and reviewing the adequacy of the Company’s internal control over financial reporting and its policies relating to risk interrelationships.assessment and management. The Audit Committee reviews Moderna’s major financial risk exposures and steps that management has taken to monitor and control such exposures, including oversight of treasury and tax operations as the Company’s operations have expanded internationally and cash and investment balances have grown. In addition, the Audit Committee has established policies and procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and whistleblower complaints. The Audit Committee is also responsible for oversight of the internal audit and compliance functions, as well as the Company’s information security and technology risks, which includes the Company’s cybersecurity and related risk management programs.CommitteesCarrying out the duties and fulfilling the responsibilities of oura 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.OurApplication 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.an audit committee, a compensationfour committees: Audit, Compensation and talent committee, a nominatingTalent, Nominating and corporate governance committee,Corporate Governance, and a product development committee, eachProduct Development. The Board of which operates pursuant to a charter adopted by our board of directors. The board of directorsDirectors may also establish other committees from time to time to assist the Company and the board of directors. The composition and functioningtime. All members of all of ourfour Board committees are described below and comply with all applicable requirementsindependent directors.Sarbanes-Oxley Act of 2002, Nasdaq, and the SEC rules and regulations. Copies of the charters for the audit, compensation and talent, and nominating and corporate governance committees areis available on the Investors“Investors—Governance—Governance Documents” section of our website, which is located at https://investors.modernatx.com, by clicking on the “Corporate Governance” section.investors.modernatx.com.Compensation & Committee’s responsibilities include:TalentNominating &CorporateGovernanceProductDevelopmentNoubar B. Afeyan, Ph.D.Members:ChairMemberStephenMeetings in 2021: 8
Our Board of Directors has determined that each member of the Audit Committee meets the heightened independence requirements for audit committee members prescribed by the SEC and Nasdaq, and that each has sufficient knowledge in financial and auditing matters to serve on the Audit Committee.
Our Board of Directors has determined that each of Ms. Tallett, Mr. Berenson and Mr. Sagan is an “audit committee financial expert,” as defined in the applicable SEC rules.MemberChairPeter Barton Hutt, LL.M.Representative, recent discussion topicsMemberRobert Langer, Sc.D.Members:MemberElizabeth Nabel, M.D.Meetings in 2021: 5MemberMember
Our Board of Directors has determined that each member of the Compensation and Talent Committee meets the heightened independence requirements for compensation committee members prescribed by Nasdaq.Israel RuizRepresentative, recent discussion topicsChairMemberPaulMembers:MemberMemberMoncef Slaoui, Ph.D.Meetings in 2021: 4ChairAudit committee18Mr. Berenson, Mr. Sagan,Back to ContentsMr. Ruiz serve on the auditCommittee Meetings whichmeetings. Attendance is chaired by Mr. Ruiz. Our board of directors has determined that each are “independent” for audit committee purposes as that term is definedtaken into account by the rules ofNominating and Corporate Governance Committee and the SECBoard when they assess directors for re-nomination to the Board. Each director is also expected to attend our annual stockholder meetings, 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 financialexpert,” as defined under the applicable rules of the SEC. During the year ended December 31, 2018, the audit committee met eight (8) times. The audit committee’s responsibilities include:appointing, approving the compensation of, and assessing the independenceall of our independent registered public accounting firm;pre-approving auditing andpermissible non-audit services, anddirectors attended the terms2021 Annual Meeting of such services, to be provided by our independent registered public accounting firm;reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements;reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;recommending, based upon the audit committee’s review and discussions with management and our independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report onForm 10-K;monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;preparing the audit committee report required by SEC rules to be included in our annual proxy statement;reviewing all related person transactions for potential conflict of interest situations and approving all such transactions; andreviewing quarterly earnings releases.Compensation and talent committeeMr. Berenson, Mr. Sagan, and Mr. Ruiz serve on the compensation and talent committee, which is chaired by Mr. Berenson. Our board of directors has determined that each member of the compensation and talent committee is “independent” as defined in the applicable Nasdaq rules. During the year ended December 31, 2018, the compensation and talent committee met eleven (11) times. The compensation and talent committee’s responsibilities include:annually reviewing and recommending to the board of directors the corporate goals and objectives relevant to the compensation of our Chief Executive Officer;evaluating the performance of our Chief Executive Officer in light of such corporate goals and objectives and based on such evaluation: (i) recommending to the board of directors the cash compensation of our Chief Executive Officer, and (ii) reviewing and approving grants and awards to our Chief Executive Officer under equity-based plans;reviewing and recommending to the board of directors the cash compensation of our other executive officers;reviewing and establishing our overall management compensation, philosophy, and policy;overseeing and administering our compensation and similar plans;reviewing and approving the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation matters and evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable Nasdaq rules;retaining and approving the compensation of any compensation advisors;reviewing and approving our policies and procedures for the grant of equity-based awards;reviewing and recommending to the board of directors the compensation of our directors; andpreparing the compensation committee report required by SEC rules, if and when required, to be included in our annual proxy statement.Nominating and corporate governance committeeDr. Afeyan, Dr. Langer, and Dr. Nabel serve on the nominating and corporate governance committee, which is chaired by Dr. Afeyan. Our board of directors has determined that each member of the nominating and corporate governance committee is “independent” as defined in the applicable Nasdaq rules. During the year ended December 31, 2018, the nominating and corporate governance committee did not hold any meetings. The nominating and corporate governance committee’s responsibilities include:developing and recommending to the board of directors criteria for board and committee membership;establishing procedures for identifying and evaluating board of director candidates, including nominees recommended by stockholders;reviewing the composition of the board of directors to ensure that it is composed of members containing the appropriate skills and expertise to advise us;identifying individuals qualified to become members of the board of directors;recommending to the board of directors the persons to be nominated for election as directors and to each of the board’s committees;reviewing and recommending to the board of directors appropriate corporate governance guidelines; andoverseeing the evaluation of our board of directors.Product development committeeDr. Afeyan, Mr. Hutt, Dr. Nabel, and Dr. Slaoui serve on the product development committee, which is chaired by Dr. Slaoui. The product development committee’s responsibilities include:assessing our product development strategy;reviewing product development plans for our pipeline; andevaluating recommendations made by management related to the further preclinical and clinical development of our programs.Board and committee meetings attendanceStockholders.boardBoard of directorsDirectors met eight (8) times in formal meetings during 2018. During 2018, each member of the board of directors2021, in addition to holding frequent calls and informal sessions. Each director attended (virtually or in person or participated in 75% or moreperson) at least 92% of the aggregate of (i) the total number of meetings of the board of directorsBoard (held during the period for whichwhile such person has beenwas a director) and (ii) the total number of meetings held by all committees of the board of directorsBoard on which such person served (duringserved.periodsBoard 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.such person served).committee interlocksCommittee Interlocks and insider participationInsider ParticipationcompensationCompensation and talent committeeTalent 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 boardBoard of directorsDirectors or compensation committee.Compensation Committee.Corporate governance19We have adopted a written code ofBack to Contentsconduct and ethics that applies to our board of directors,strategic plans, key policies and practices, principal officers and employees, including our principal executive officer, principal financial officer, principal accounting officer, or controller, or persons performing similar functions. A current copymanagement structure, auditing and compliance processes, and Code of our code of business conductBusiness Conduct and ethics is available inEthics.Reporting concerns regarding accounting and other matters and communicating withnon-management directorsOur code of business conduct and ethics, which was adopted by our board of directors, includes procedures on reporting concerns regarding accounting and other matters and on communicating with thenon-management directors that are members of our audit committee. Any person whetherwho wishes to contact the Board can do so: not an employee,the Company’sModerna’s conduct, or any of its people, including with respect to accounting, internal accounting controls, or auditing matters, may, in a confidential or anonymous manner, communicate that concern to the Company’sour Compliance Officer, who is the designated contact for these purposes. Contact may be made:
https://www.whistleblowerservices.com/Modernamoderna.whispli.com/compliancehotline (which may be done anonymously); or866-265-3948, which is the Compliance Hotline that the Company has established for receipt of questions and reports of potential violations of our code of business conduct and ethics. This Compliance Hotline is managed by a third-party required to maintain the anonymity of the caller if so requested. 844-971-2551. 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,Audit Committee may contactdo so through the audit committee in a confidential or anonymous manner. Contact may be made:In writing (which can be done anonymously), by mailchannels mentioned above, directing their communication to Moderna, Inc., Attention:the attention of the Chair of the Audit Committee. 02139;02139, (617) 714-6500, Attention: Corporate Secretary:Director Compensation
Online at https://www.whistleblowerservices.com/Moderna (whichAnnual Cash Retainersdone anonymously);set forth in the 2018 Stock Plan or any similar provision of a successor plan).callingdirectors for their attendance at meetings of our Board of Directors or any committee thereof.Compliance Hotline and asking that the matter be forwardedfifth anniversary of an individual director’s appointment to the chairpersonBoard (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 audit committee.EXECUTIVE COMPENSATIONdiscussion contains forward-looking statements that are based on our current plans and expectationstable provides information regarding our future compensation programs. The actual amount and form ofthe total compensation that we paywas earned by or paid to each of our non-employee directors during the year ended December 31, 2021. Mr. Bancel, our Chief Executive Officer, did not receive any additional compensation for his service as a director. Mr. Bancel’s compensation is discussed in the Compensation Discussion and Analysis, which begins on page 32. The amounts below for Option Awards and Stock Awards reflect the grant date fair value of these awards, which, together, are higher than the target value due to the fact that the number of RSUs granted was calculated based upon the 20-trading day average closing price prior to grant, as described under “—Equity Grants,” above.Certain Relationships and Related Party Transactions
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 to our named executive officerstransactions described below, for the year ended December 31, 20182021, there has not been and there is detailednot 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.2018 Summaryregistration. 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.ESG Topics
Management
Proposal No. 2 Non-binding Advisory Vote to Approve the Compensation
Tableof our Named Executive Officersaccompanying footnotes and narrative that follow.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.OurThe 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.year endedfollowing resolution:Executive Compensation
Executive Summary
Updates to Our Executive Compensation Programs in 2021
ChiefCOVID-19 vaccine and other products through development and approval to provide a foundation for future growth and revenues. Payouts for each of the performance goals underlying the PSUs can range from 50% of the targeted number of shares for threshold performance, 100% for target performance, and 200% for maximum performance.OfficerCommittee members. For our CEO, the remaining 75% of his 2021 equity award was granted in stock options, and for the rest of the Executive Committee, the annual award consisted of 50% options and 25% RSUs. These options and RSUs have a four-year vesting scheduled, with 25% vesting on the first anniversary of the grant date, and the remainder vesting ratably over the next 12 quarters. We believe that the significant weighting of the equity awards for our two most highly-compensatedNEOs toward stock options aligns these individuals with our investors as the equity awards only have value if we realize stock price appreciation between the grant date and exercise.officers other than our Chief Executive Officer, are:compensation actions that were taken for each of these NEOs.Mr. Stéphane Bancel, our Chief Executive Officer;Dr. John Mendlein, our former President, Corporate and Product Strategy;Dr. Lorence Kim,Overview of Executive Compensation Program
Chief Financial Officer.overarching philosophy of paying for demonstrable performance and impact. We are focused on our mission to “Deliver on the promise of mRNA science to create a new generation of transformative medicines for patients.”OversightIn 2021, 93% of stockholders at our Annual Meeting who voted on our “say on pay” proposal supported the pay actions we took in the prior year. We believe this vote is indicative of strong support for our pay programs and their general design. Accordingly, our Compensation Committee maintained the general structure of our pay programs for 2021. In response to separate investor feedback, we introduced performance-based restricted stock units (PSUs) into our pay programs for the first time in 2021.boardBoard of directors,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.committee,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.Governance of Executive Compensation Program
boardBoard of directors’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.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.committeeawarded to our CEO after recommendation by the Compensation Committee.theour compensation committee’s compensation consultants areconsultant is independent of Company management. During 2018,2021, 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 theindependent. Our compensation committeeindependent and in 2021 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.2018 SummaryBased on a review of the analysis prepared by Pay Governance, in September 2021 the Compensation TableCommittee approved the updated compensation peer group below for the remainder of 2021 and 2022; however, this peer group was not used for setting compensation for our NEOs for 2021. In making changes to the peer group, the committee continued to assess the factors listed above against the evolution of the Company, including the Company’s status as a commercial company, the increase in the Company’s market capitalization, and the companies with whom we may compete for talent.Primary Elements of Executive Compensation Program
following table provides informationprimary elements of our executive compensation program are:totalpercentage allocation between short-term and long-term, or fixed and variable, compensation awardedelements.namedNEOs in 2021 are set forth in the “Summary Compensation Table” below. for services renderedincluding our NEOs, in the form of annual cash bonuses to us in all capacities for the years ended December 31, 2018drive our short-term success. Our annual cash bonuses are tied to achievement of annual corporate and 2017: Year Salary
($) Bonus
($)(1) Stock
Awards
($)(2) Option
Awards ($)(3) All Other
Compensation
($) Total
($) 2018 $ 863,077 $ 1,800,000 — $ 55,935,768 (4) $ 9,639 (5) $ 58,608,484 2017 $ 650,769 $ 1,500,000 — $ 4,648,000 $ 10,420 $ 6,809,189 2018 $ 500,000 $ 400,000 — $ 25,254,584 $ 8,533 (7) $ 26,163,117 2018 $ 542,769 $ 450,450 — $ 7,816,512 $ 228,386 (8) $ 9,038,117 2017 $ 521,154 $ 1,000,000 $ 5,470,000 $ 2,158,000 $ 166,633 $ 9,315,787 (1)The amounts reported represent annual discretionary bonuses earned by our named executive officers for services performed during 2018 and 2017, as applicable, based on the achievement of Company and individual performance objectives. For Dr. Mendlein, the amount reported for 2018 also represents a $150,000 signing bonus received in connection with his commencement of employment with us on January 2, 2018.(2)The amount reported represents the aggregate grant date fair value of the restricted stock units awardedindividual performance goals pursuant to Dr. Kim during 2017, 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 restricted stock units reported in this column are set forth in Note 10 to our Consolidated Financial Statements for the year ended December 31, 2018 included in our Annual Report. The amount reported in this column reflects the accounting cost for these restricted stock units and does not correspond to the actual economic value that may be received by Dr. Kim upon the vesting/settlement of the restricted stock units or any sale of the underlying shares of common stock.(3)The amounts reported represent the aggregate grant date fair value of the stock options awarded to the named executive officers during 2018 and 2017, 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 10 to our Consolidated Financial Statements for the year ended December 31, 2018 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 named executive officers upon the exercise of the stock options or any sale of the underlying shares of common stock.(4)The amount reported represents the aggregate grant date fair value of two stock option awards granted to Mr. Bancel in 2018. The first stock option award was granted to Mr. Bancel on February 28, 2018, as part of the annual year end compensation process, and has an aggregate grant date fair value of $7,816,512. The second stock option award, which was contingent on, and effective immediately following, the time that our Registration Statement for our initial public offering was declared effective by the SEC, was granted to Mr. Bancel on December 6, 2018 and has an aggregate grant date fair value of $48,119,256. Our board of directors elected to make this second 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 set the exercise price for this second option grant at the price of the shares sold to the public in our initial public offering, which was $23.00 per share, to further align on a going-forward basis the economicinterests of our Chief Executive Officer and our stockholders, including those who purchased shares in our initial public offering. This second option grant is described more fully in this Executive Compensation section on page 22 under the heading “Narrative to Summary Compensation Table—Executive employment arrangements—Agreements with our named executive officers—Stéphane Bancel.”(5)The amount reported represents $8,250 for matching contributions made by the Company under its 401(k) plan, $780 for parking reimbursements, $200 for gift cards, and $409 fortax-gross ups paid by the Company for parking reimbursements and gift card amounts.(6)Dr. Mendlein was not a named executive officer for the year ended December 31, 2017.(7)The amount reported represents $8,250 for matching contributions made by the Company under its 401(k) plan, $200 for gift cards, and $83 fortax-gross ups paid by the Company for gift card amounts.(8)The amount reported represents $121,186 for commuting expense reimbursements, $8,250 for matching contributions made by the Company under its 401(k) plan, $780 for parking reimbursements, $200 for gift cards, and $97,970 fortax-gross ups paid by the Company for parking and commuting reimbursements and gift card amounts.Narrative to Summary Compensation TableBase salariesFrom January 1, 2018 until February 25, 2018, the annual base salaries for Mr. Bancel and Dr. Kim were $660,000 and $525,000, respectively. Effective as of February 26, 2018, the annual base salaries for Mr. Bancel and Dr. Kim were increased to $900,000 and $546,000, respectively. Effective as of February 24, 2019, the annual base salaries for Mr. Bancel and Dr. Kim were increased to $925,000 and $563,000, respectively. During 2018, the annual base salary for Dr. Mendlein was $500,000.BonusesAnnual discretionary bonusesDuring the year ended December 31, 2018, our named executive officers were eligible to participate in the Company’s Senior Executive Cash Incentive Bonus Plan (the “Bonus Plan”),Bonus Plan). In addition, our Compensation Committee may grant cash bonuses to the CEO or the other NEOs pursuant to which each was eligible to earn an annual discretionary bonusthe Bonus Plan based on individual performance during the year.certain Company andtheir prior year’s individual performance objectives. 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.
targets for clinical trials; advancing RSV trials; enrolling subjects in flu, EBV and/or HIV, Zika and Nipah trials;
number of leads nominated
survey scores for belonging and engagementended December 31, 2018,the Compensation Committee reviews the target annual bonuses for Mr. Bancel, Dr. Mendlein, and Dr. Kim were equal to 100%, 50% and 50%, respectively,of our executive officers, including our NEOs. The Compensation Committee considered the factors described in “Governance of Executive Compensation Program—Compensation-Setting Factors” above, particularly market data from the companies in our compensation peer group. For 2021, our Board, acting on the recommendation of the applicable namedCompensation Committee, set the target bonus for our CEO at 100% of salary. The Compensation Committee set the target bonus for our other NEOs at 60% to 75% of salary. These target bonuses for our NEOs were increased from 50% in the prior year, consistent with market trends for similarly situated executives and to provide an enhanced incentive to achieve the annual corporate objectives.base salary; however, Mr. Bancel and Dr. Kim earned more than their applicable target annual bonuses for such year,bonus would be based entirely on the Company’s overall performance. The performance assessment determinations were based on theiran 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 during such year. Dr. Mendlein earned hisassessment for each NEO, see “Executive Summary—Overview of Compensation for Our Named Executive Officers,” above. These individual performance factors, when multiplied by the target annual bonus for such year. The amounts earnedreflecting achievement of the corporate objective discussed above, resulted in individual bonus payouts as described below. These bonus payouts are reflected under the Bonus“Non-Equity Plan with respect to the year ended December 31, 2018 are reported under the “Bonus”Incentive Compensation” column in the 2021 Summary Compensation Table above.on page 51 below.Signing bonusWe view long-term incentive compensation in the form of equity awards as an important element of our executive compensation program. The value of equity awards is directly related to stock price appreciation over time, which incentivizes our executive officers to achieve long-term corporate goals and create long-term value for our stockholders. Equity awards also help us attract and retain top-performing executive officers in a competitive market.Mendlein’s commencementLe Goff’s departure from the Company.employment with usthe underlying shares will be vested on January 2, 2018, he receivedthe date four years after the grant date, so long as the NEO remains an employee or other service provider (including a lump sum cash signing bonus equalconsultant) of the Company on such vesting dates. We believe that the multi-year vesting requirements encourage retention because our senior executives are incentivized to $150,000, which is reported underremain employed through the “Bonus” columnvesting period.Summary“Summary Compensation Table above.Table” and the “Grants of Plan-Based Awards for Fiscal Year 2021” table below.compensationAwardsDuringBack to ContentsUpdates to Our Executive Compensation Programs for 2022
ended December 31, and are designed to incentivize execution on sales of our COVID-19 vaccine, meeting operating income targets, advancing our pipeline and delivering on our strategy.Other Employee Benefits & Perquisites
we granted optionsEmployee Stock Purchase Planeach85% of our named executive officers, as described in more detailthe lower of the fair market value of the shares on the first business day of the offering period or the last business day of the purchase period. During 2021, Mr. Meline was the only NEO that participated in the “Outstanding equity awards at 2018year-end” table below.Health and Welfare BenefitsOur named executive officers are eligible to participate in all of our employee benefit plans offered to U.S. employees, including our medical, dental, life, and disability insurance plans, in each case on the same basis as other employees of the same status.Perquisites and Personal BenefitsWe generally do not provide perquisites or personal benefits to our employees, other than commuting expense reimbursements, certain de minimis perquisites, and/or tax gross ups for such perquisites for our named executive officers.are able tocan defer eligible compensation subject to applicable annual Internal Revenue Code of 1986, as amended (the Code) limits. We provide a matching contribution of 50% of employee contributions up to 6% of compensation, which is 100% vested when contributed. The 401(k) plan is intended to be qualified under Section 401(a) of the Internal Revenue Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Internal Revenue Code. As atax-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.Executive employment arrangementsLimited Perquisitesinitially entered into an offer letter with each of theprovided limited perquisites to our named executive officers in connection2021, consisting primarily of security services, relocation benefits, and reimbursement of commuting expenses. We believe that providing such perquisites was appropriate to assist our NEOs in the performance of their duties, to make our NEOs more efficient and effective and for recruitment and retention purposes.Employment Arrangements with
hisour NEOsus,new hires, including each of our NEOs when they joined the Company. These offer letters forth the basic terms and conditions of their employment, including initial base salary, initial equity awards, eligibility to participate in our standard employee benefits plans, the at-will employment relationship and, in certain cases, a one-time signing bonus and relocation benefits. These offer letters also require that each NEO execute our standard employee confidentiality and assignment agreement. Each of our NEOs is subject to our standard non-competition, non-solicitation, confidentiality, and assignment agreement, which setprovides 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.his employment.such plans and the applicable award agreements, and they were not otherwise accelerated.In June 2018, we adoptedConcurrent with execution of the Le Goff Separation Agreement, Dr. Le Goff and the Company entered into a new executive severance planConsulting Agreement, which became effective upon Dr. Le Goff’s separation from the Company on December 17, 2021 (the “Executive Severance Plan”)Consulting Agreement). Pursuant to the Consulting Agreement, Dr. Le Goff agreed to provide consulting services to the Company related to commercial operational and strategic matters on an as-needed basis through February 3, 2022. The Consulting Agreement became effective with no break in which Mr. BancelDr. Le Goff’s service relationship to the Company for purposes of vesting of her outstanding unvested stock options and Dr. Kim participate along with our other executive officers (other than Dr. Mendlein). The restricted stock units. All equity awards not vested as of the final date of the Consulting Agreement were forfeited.eventpost-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.qualifyingemployment terminations of employment, including an involuntary termination of employmentoccurring 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 the Company, and replaces the severance provisionsthese arrangements is to keep our most senior executive officers focused on pursuing potential corporate transactions that are in the named executive officers’ offer letters, if any.best interests of our stockholders regardless of whether those transactions may result in their own job loss. All of our NEOs, other than Dr. Mendlein did not participate inLe Goff, are eligible for the Amended and Restated Executive Severance Plan and is party to the Strategic Advisor and Transition Agreement as described herein.Plan.Amended and Restated Executive Severance PlanTermination not in connection with a change in control 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),“cause,” death, or “disability” (as defined in the Amended and Restated Executive Severance Plan),“disability,” or upon a resignation by an eligible participant for “good reason” (as(in each case, 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), : Amended and Restated Executive Severance Plan also provides that upon a termination of employment by us other than for cause, death, or disability or upon a resignation by an eligible participant for good reason, in either case within the change in control period, the participant will be entitled to receive, in lieu of the payments and benefits described above and subject to the execution and delivery of an 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, agreement:“Applicable Bonus”)Applicable Bonus), Amended and Restated 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 Internal Revenue 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 Internal Revenue 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 Internal Revenue Code, then those payments or benefits will be reduced if such reduction would result in a greater netafter-tax benefit to the applicable participant.Agreements withmoderna 2022 Proxy statement |48Equity-Related Policies and Practices
named executive officersStéphane BancelOn 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 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.amended,set forth in the Companypolicy:Mr. Bancel an option to purchase 4,587,155 sharesin connection with the hiring of a new employee are generally awarded on the 5th day of the Company’s common stock, that was contingent on, and effectivemonth immediately following the time thatmonth during which each new employee is hired. Until July 2021, our Registration Statement forconvention was to grant new hire equity awards on the first trading day Monday of each month.initial public offering was declaredBoard or the Compensation Committee in connection with the promotion of an existing employee or the engagement of a new consultant are effective on the date of approval by our Board or the Compensation Committee, as applicable, or such later date as specified in such approval. Our Board and the Compensation Committee retain the discretion to grant equity awards at other times to the extent appropriate in light of the circumstances of such awards.SEC (the “IPO Effective Date”), which occurred on December 6, 2018. The option has a per share exerciseaverage closing market price equal to $23.00 per share, which was the “Price to the Public” set forth on the cover pageNasdaq Global Select Market of a share of our final prospectus includedcommon 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 Registration Statementnumber 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 was(ii) the fairBlack-Scholes ratio, which is calculated using the Black-Scholes value of an option on the grant date divided by the closing market valueprice on the Nasdaq Global Select Market of a share of our common stock on the granteffective 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.option. The “Vesting Commencement Date”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:optionvalue 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.
(or modifying an existing pledge).June 13, 2018. pro-rated due to her being employed for only part of the year. For more information, see “Short-Term Incentive Compensation” above.option has anamounts reported represent annual bonuses earned by our NEOs for services performed in 2020 and 2019, as applicable, based on the achievement of Company and individual performance objectives. For more information, see “Short-Term Incentive Compensation” above. For Ms. Klinger and Dr. Le Goff, represents amounts received as a signing bonus in connection with each executive’s hiring.$48,119,256. The option is divided into two tranches.One-half of the shares subjectRSUs and PSUs awarded to the option (the “Tranche 1 Portion”), will vest on the fifth anniversary of the Vesting CommencementDate, generally subject to Mr. Bancel’s continued employment with the Company through such date, and the remainingone-half of the shares subject to the option (the “Tranche 2 Portion”) will vestNEOs, 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 following schedule: 25%grant date fair value of the shares subjectRSUs and PSUs reported in this column are set forth in Note 14 to our Consolidated Financial Statements for the year ended December 31, 2021 included in our Annual Report. The amount reported in this column reflects the accounting cost for these equity awards and does not correspond to the Tranche 2 Portion will vest onactual economic value that may be received by the second anniversaryapplicable NEO upon the vesting/settlement of the Vesting Commencement DateRSUs and PSUs or any sale of the remainingunderlying shares subjectof common stock. For the PSUs, the amounts reported assume probable achievement of the applicable performance metrics. The grant date fair value of the PSUs, calculated in accordance with FASB ASC Topic 718, assuming maximum achievement of the applicable performance metrics, are as follows: Mr. Bancel - $7,500,000; Mr. Meline - $2,000,000; Dr. Hoge - $3,000,000; and Mr. Andres - $2,500,000.Tranche 2 Portion will vestNEOs during 2021, 2020 and 2019, as applicable, calculated in equal quarterly installments thereafteraccordance 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 next three years, generally subject to Mr. Bancel’s continued employment withyear ended December 31, 2021 included in our Annual Report. The amounts reported in this column reflect the Company through each applicable vesting date. The option is subjectaccounting cost for these stock options and do not correspond to the terms, conditions, definitions, and provisionsactual economic value that may be received by the NEOs upon the exercise of the 2018 Stock Option and Incentive Plan (the “2018 Stock Plan”) and the applicable stock option agreement thereunder. Our board of directors elected to make this option grant to recognize Mr. Bancel’s continuing leadershipoptions or any sale of the Company in its mission to create a new categoryunderlying shares of transformative medicines based on mRNA. Our board of directors believes that setting the exercise pricecommon stock. The amounts shown 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 OfficerMs. Klinger 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’sLe Goff reflect their new hire equity grant of an option to purchase 2,981,651 sharesawards. All of the Company’s common stockunvested equity under Dr. Goff’s new hire awards were forfeited upon her departure from the Company and the vesting schedule thereof (the “New Hire Grant”), which is described more fullyconclusion of her Consulting Agreement on February 3, 2022.“Outstanding equity awards at 2018year-end” table below. On January 17, 2019, we entered into a Strategic AdvisorBoston area to begin their roles with Moderna, and Transition Agreementadditional payments to offset the incremental tax burden associated with these benefits.Mendlein (the “Transition Agreement”),Le Goff pursuant to which his employmentthe Executive Severance Plan and in connection with her involuntary departure from the Company, including accrued but unused vacation (see “Corinne Le Goff – Separation and Consulting Agreements,” above).Company ended on February 1, 2019 (the “Termination Date”), and he transitioned into a roleprovision of anon-employee strategic advisor for a periodsecurity services to the NEOs or members of up to 6 months following the Termination Date (the “Consulting Period”). In addition, Dr. Mendlein agreedtheir household in response to a general, mutual releaseheightened threat environment in connection with production of claimsour COVID-19 vaccine. The Company considers the personal safety of the CEO and certain restrictive covenants including those relatedother NEOs to proprietary information, assignmentbe 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 $62,500 per month and will receive a monthly payment, for 6 months, equalutmost importance to the monthly employer contribution that we would have madeCompany and its stockholders.provide health insuranceContentsLorence Kim, M.D.On February 20, 2014, we entered into an offer letter with Dr. Kim, who currently serves as our Chief Financial Officer. The offer letter provides for Dr. Kim’sat-will employment and set forth his initial annual base salary, initial target annual bonus, and an initial equity award grant, as well as his eligibility to participate in our benefit plans generally. Dr. Kim is subject to our standardnon-competition,non-solicitation, confidentiality, and assignment agreement, which provides for a perpetual post-termination confidentiality covenant as well as post-terminationnon-competition andnon-solicitation of customers, employees, and consultants covenants for one year following termination.Outstanding equity awards at 2018year-endnamed executive officersNEOs as of December 31, 2018:2021. Option Awards (1) Stock Awards(1) Grant
Date (2) Vesting
Commencement
Date Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable Option
Exercise
Price
($) Option
Expiration
Date Number of
Shares or
Units of
Stock That
Have Not
Vested (#) Market Value
of Shares or
Units of Stock
That Have Not
Vested ($) (3) 8/19/2013 4/25/2013 4,587,155 (4) — $ 0.99 8/19/2023 4/9/2015 4/9/2015 10,239 (5) $ 156,350 2/23/2016 2/23/2016 473,046 (5) 215,027 (5) $ 10.90 2/23/2026 8/10/2016 4/24/2014 558,394 (4) — $ 19.15 8/10/2026 8/10/2016 4/9/2015 169,150 (5) 24,170 (5) $ 19.15 8/10/2026 2/23/2017 2/22/2017 280,961 (5) 361,240 (5) $ 12.21 2/23/2027 2/28/2018 2/28/2018 — 917,431 (6) $ 14.22 2/28/2028 12/6/2018 6/13/2018 — 4,587,155 (7) $ 23.00 12/6/2028 2/23/2016 2/23/2016 23,853 (4) — $ 10.90 2/23/2026 8/10/2016 4/9/2015 9,263 (4) — $ 19.15 8/10/2026 2/23/2017 2/22/2017 42,201 (4) — $ 12.21 2/23/2027 2/28/2018 1/2/2018 — 2,981,651 (8) $ 14.22 2/28/2028 4/9/2015 4/9/2015 5,120 (5) $ 78,182 12/11/2015 11/18/2015 68,257 (5) $ 1,042,284 2/23/2016 2/23/2016 157,677 (5) 71,680 (5) $ 10.90 2/23/2026 8/10/2016 4/21/2014 268,028 (4) — $ 19.15 8/10/2026 8/10/2016 4/9/2015 84,575 (5) 12,084 (5) $ 19.15 8/10/2026 8/10/2016 11/18/2015 483,300 (5) 161,102 (5) $ 19.15 8/10/2026 2/23/2017 2/22/2017 130,446 (5) 167,719 (5) $ 12.21 2/23/2027 6/14/2017 11/18/2015 57,344 (9) $ 875,643 2/28/2018 2/27/2018 — 917,431 (6) $ 14.22 2/28/2028 Except for the option awardEquity awards granted prior to Mr. Bancel on December 6, 2018 each equity award isare subject to the terms of our 2016 Stock Option and Grant Plan, as amended from time to time (the “20162016 Stock Plan”). The option awardPlan) and equity awards granted to Mr. Bancel on or after December 6, 2018 isare subject to the terms of our 2018 Stock Plan. Except for Dr. Mendlein’s equity awards, eachis also subject to the acceleration of vesting provisions in the Amendedincluding both vested and Restated Executive Severance Plan.(2)For equity awards granted prior to our reorganization, pursuant to which Moderna LLC became a wholly-owned subsidiary of Moderna, Inc. (f/k/a Moderna Therapeutics, Inc.) on August 10, 2016, the grant date listed is the original grant date of the equity award (i.e., the grant date of unit options or incentive units as applicable in Moderna LLC).(3)The amount represents the number of shares of restricted stock or unvested restricted stock units multiplied by the market value of a share of our common stockportions, based onupon the closing price for the Company’s common stock on December 31, 2018, which was $15.27. Unless otherwise specified, all stock awards listed in the table are restricted stock awards.2021 of $253.98.(4)(5)vesting commencementgrant date and the remaining 75% vest in 12 equal quarterly installments thereafter, generally subject to the named executive officer’sNEO’s continuous service relationship with the Company through each applicable vesting date.(6)will vestvests as follows: 25% of this tranche will vestvested on the first anniversary of the vesting commencementgrant 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,thereafter. Vesting is generally subject to the named executive officer’sMr. Bancel’s continuous service relationshipemployment with the Company through eachthe applicable vesting date. The second tranche, consisting of 25% of the underlying shares, will vest as follows: 25% of this tranche will vest on the second anniversary of the vesting commencement date, and the remainder will vest in 12 equal quarterly installments thereafter, generally subject to the named executive officer’s continuous service relationship with the Company through each applicable vesting date. The third tranche, consisting of 25% of the underlying shares, will vest as follows: 25% of this tranche will vest on the third anniversary of the vesting commencement date, and the remainder will vest in 12 equal quarterly installments thereafter, generally subject to the named executive officer’s continuous service relationship with the Company through each applicable vesting date.(7)will vestvests as follows: 25% of this tranche vested on June 13, 2023, subject to2020 (573,394 shares), and the named executive officer’s continuous employment with the Company through the vesting date.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 will vest as follows: 25% of this tranche(2,436,933 shares), will vest on June 13, 2020,2023. Vesting is generally subject to Mr. Bancel’s continuous employment with the Company through the applicable vesting date.remainder willremaining 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.named executive officer’s continuous employment with the Company through each applicable vesting date.(8)As of December 31, 2018, this option grant was scheduled to vest in three tranches. The first tranche, consisting of 62% of the underlying shares, was scheduled to vest as follows: 25% of this tranche was scheduled to vest on January 2, 2019, and the remainder was scheduled to vest in 12 equal quarterly installments thereafter, generally subject to the named executive officer’sNEO’s continuous service relationship with the Company through each applicable vesting date.second tranche, consisting of 23% ofshares subject to the underlying shares, wasequity award are scheduled to vest as follows: 25%within two and a half months of this tranche was scheduledthe 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 vesta pro rata award based upon time employed, subject to satisfaction of the performance criteria. See page 33 for details on January 2, 2020, and the remainder was scheduled to vest in 12 equal quarterly installments thereafter, generallyperformance conditions for the 2021 PSU grants.named executive officer’sequity award vest in full on the third anniversary of the grant date, subject to the NEO’s continuous service relationship with the Company through eachthe applicable vesting date. The third tranche, consisting15%Dr. Le Goff’s new hire equity award that was retained following her departure from the Company on December 17, 2021 and that remained eligible for vesting on February 1, 2022 under the terms of her Consulting Agreement. Other amounts that were forfeited upon her departure are not reflected here.underlying shares, was scheduledchange in control period.vest as follows: 25%cause, death or disability or a resignation for good reason and “in connection with a change in control” means within the change in control period.this tranche was scheduledthe executive’s base salary.vest on January 2, 2021, and the remainder was scheduled to vest in 12 equal quarterly installments thereafter, generally subjectprovide health insurance to the named executive officer’s continuous service relationship withNEO as of the Company through each applicable vesting date.The vesting schedule for this option grant was revised pursuantdate of termination.Transition Agreement, which is described more fully in this Executive Compensation section underNEO as of the heading “Narrative to Summary Compensation Table—Executive employment arrangements—Agreements with our named executive officers— John Mendlein, Ph.D.”date of termination.time-vesting restricted stock units that vest in equal quarterly installments through November 18, 2019, which excludes 401,371 restricted stock units that vested upon the consummationvalue of acceleration of (i) vesting of 100% of the NEO’s unvested and outstanding time-based equity awards and (ii) pro-rated vesting of the NEO’s unvested and outstanding PSUs, based on the market price of a share of our initial public offeringcommon stock on December 11, 2018 and will be settled on December 6, 2019.31, 2021, which was $253.98.20182021 with respect to shares of our common stock that may be issued under our existing equity compensation plans. Number of
Securities to be
Issued upon
Exercise of
Outstanding
Options and
Restricted
Stock Units (a) Weighted-
Average
Exercise Price of
Outstanding
Options (b) Number of
Securities
Remaining
Available for
Future
Issuance
Under Equity
Compensation
Plans
(Excluding
Securities
Reflected in
Column (a)) 51,279,847 (2) 12.16 (3) 8,595,802 (4)(5) — N/A — 51,279,847 12.16 8,595,802 (1)Consists of our 2018 Stock Plan, 2016 Stock Plan, and 2018 Employee Stock Purchase Plan (the “ESPP”). Following our initial public offering, we have not and will not grant any awards under our 2016 Stock Plan, but all outstanding awards under the 2016 Stock Plan will continue to be governed by their existing terms. The shares of common stock underlying any awards granted under the 2016 Stock Plan or 2018 Stock Plan that are forfeited, canceled, reacquired by us prior to vesting, satisfied without the issuance of stock, or otherwise terminated (other than by exercise) and the shares of common stock that are withheld upon exercise of a stock option or settlement of such award to cover the exercise price or tax withholding will be added to the shares of common stock available for issuance under the 2018 Stock Plan.(2)Includes 458,715 shares subject to restricted stock units that will entitle the holder to one share of common stock for each unit that vests and is settled. Excludes 198,597 shares of restricted common stock.(3)The calculation does not take into account the 458,715 shares of common stock subject to outstanding restricted stock units. Such shares will be issued at the time the restricted stock units vest and settle, without any cash consideration payable for those shares.(4)Consists of shares available for future issuance under the ESPP and the 2018 Stock Plan. As of December 31, 2018, 810,000 shares of common stock were available for issuance under the ESPP, and 7,785,802 shares of common stock were available for issuance under the 2018 Stock Plan.(5)The 2018 Stock Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2019, by 4% of the outstanding number of shares of our common stock on the immediately preceding December 31, or such lesser number of shares as determined by our compensation committee. The ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2020, by the least of 3,240,000 shares of our common stock, 1% of the outstanding number of shares of our common stock on the immediately preceding December 31, or such lesser number of shares as determined by our compensation committee.DIRECTOR COMPENSATIONNon-employee directorWe present below the ratio of annual total compensation programof our median compensated employee to the annualized total compensation of Mr. Bancel, calculated in accordance with Item 402(u) of Regulation S-K.EffectiveIn identifying our median employee, we reviewed the compensation of our entire employee population of approximately 2,700 global employees as of December 6, 2018,31, 2021. In performing this analysis, we adopted anon-employee director compensation policy, which was amendedidentified the median employee based on March 21, 2019, pursuant to which ournon-employee directors are eligible to receiveactual base pay during 2021, plus all cash bonuses and overtime pay received during the following cash retainers (which will be prorated for partial years of service) and equity awards: $ 50,000 $ 40,000 $ 20,000 $ 10,000 $ 15,000 $ 7,500 $ 10,000 $ 5,000 $ 15,000 $ 7,500 Ournon-employee director compensation policy, as amended, provides that upon initial election to our board of directors, eachnon-employee director will be granted an option with a grant date fairyear. After identifying the median employee, we then determined the value of $400,000 (the “Initial Grant”)annual equity awards received and the cash bonus for 2021 (paid in 2022), an exercise price per share equalas well as other benefits such as 401(k) matching, in the same method used to calculate and report Mr. Bancel’s compensation.closing price2021 Summary Compensation Table on page 51 was $18,155,739, which reflects all elements of his compensation as determined under Item 402 of Regulation S-K. The 2021 annual total compensation as determined under Item 402 of Regulation S-K for our median employee, who is employed as a sharesenior research associate, was $133,074.our common stock on the datetwo factors: (1) we had a significant number of grant, and a term of ten years, that vestsemployees in full on theone-year anniversary2021 who were only employed for part of the grant date, subject to thenon-employee director’s continuous serviceyear, as we more than doubled our director through such date. On the date of each of our annual meetings of stockholders, eachnon-employee director who continues as a member of the board of directors will be granted an option with a grant date fair value of $425,000 (the “Annual Grant”), an exercise price per share equal to the closing price of a share of our common stock on the date of grant, and a term of ten years, that vests in full on the earlier of (i) theone-year anniversary of the grant date or (ii) the next annual meeting of stockholders, subject to thenon-employee director’s continuous service as our director through each applicable vesting date. If a newnon-employee director joins our board of directors on a date other than the date of our annual meeting of stockholders, then suchnon-employee director will be granted apro-rata portion of the Annual Grant based on the time between such director’s appointment and our next annual meeting of stockholders. The Initial Grants and Annual Grants are subject to full accelerated vesting upon a “sale event,” as defined in the 2018 Stock Plan.Thenon-employee director compensation policy, as amended, also provides, pursuant to the 2018 Stock Plan, the aggregate amount of compensation, including both the grant date fair value of equity compensation and cash compensation, paid to anynon-employee director in a calendar year will 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 will receive no additional compensation for their service as a director. We will reimburse all reasonableout-of-pocket expenses incurred by directors for their attendance at meetings of our board of directors or any committee thereof.Prior to December 6, 2018,headcount during the year, ended December 31, 2018,and (2) we providedhired significantly more employees in manufacturing roles, where overall compensation tends to be lower than in other functions that made up the bulk of our employee base prior to becoming a commercial company. The ratio of Mr. Bancel’s total compensation to our non-employee directorsmedian employee’s total annual compensation for fiscal year 2021 is 136 to 1.formtax laws, and other factors beyond the Compensation Committee’s control also affect the deductibility of cash retainerscompensation. The Compensation Committee will consider various alternatives to preserving the deductibility of compensation payments and equitybenefits to the extent consistent with its compensation goals.as set forth below, with cash retainers proratedmay result in non-deductible compensation expense.partial years of service:Stock-Based Compensation $ 50,000 $ 25,000 $ 5,000 $ 10,000 Upon initial electionWe 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 boardemployees and non-employee members of directors,each non-employee director was generally granted an optionour Board of Directors, including stock options to purchase 42,201 shares of our common stock (theand 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.“Pre-IPOmoderna Initial Grant”). In addition,2022 Proxy statement |59each year thereafter,each non-employee director who continuedany tax liability that the executive officer might owe as a memberresult of the boardapplication of directors was grantedSections 280G or 4999 of the Code.optionexecutive 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 purchase 42,201 sharescertain 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 our common stock (the“Pre-IPO Annual Grant”). Section 409A or, to the extent doing so is not possible, to comply with the applicable requirements of Section 409A of the Code.Compensation Committee Report
Pre-IPO Initial Grant information contained in this Compensation and thePre-IPO Annual Grant each vest in full onTalent Committee Report shall not be deemed to be soliciting material or to be filed with the first anniversary of their respective grant dates,Securities and Exchange Commission, subject to continued service as a director through such date, and were granted with a per share exercise price equal to the fair market value of a share of our common stock on the date of grant and with a term of ten years.Non-employee director compensation tableThe following table provides information regarding the total compensation that was earned byRegulations 14A or paid to each of ournon-employee directors during the year ended December 31, 2018. Mr. Bancel, who is our Chief Executive Officer, did not receive any additional compensation for his service as a director. Dr. Mendlein, our former President, Corporate and Product Strategy from January 2, 2018 to February 1, 2019 who also served as a member of our board of directors until June 13, 2018, did not receive any additional compensation for his service as a director during 2018. The compensation received by Mr. Bancel and Dr. Mendlein, as named executive officers14C of the Company, is presented in “Executive Compensation—2018 Summary Compensation Table” above. Fees Earned or
Paid in Cash
($) Option
Awards
($) (1) All Other
Compensation
($) Total
($) $ 101,271 $ 328,482 — $ 429,753 $ 75,000 $ 328,482 — $ 403,482 $ 58,654 $ 328,482 — $ 387,136 $ 59,547 $ 328,482 20,000 (6) $ 408,029 $ 60,268 $ 328,482 — $ 388,750 $ 77,500 $ 328,482 — $ 405,982 $ 37,088 $ 328,993 — $ 366,081 $ 58,242 $ 328,482 — $ 386,724 (1)The amounts reported represent the aggregate grant date fair value of the stock options awarded to thenon-employee directors in the year ended December 31, 2018, 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 10 to our Consolidated Financial Statements for the year ended December 31, 2018 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 thenon-employee directors upon the exercise of the stock options or any sale of the underlying shares of common stock.(2)As of December 31, 2018, Dr. Afeyan held outstanding options to purchase a total of 82,508 shares of our common stock. Dr. Afeyan is affiliated with Flagship Pioneering, Inc. and prior to 2018, Flagship Pioneering, Inc. was granted equity for Dr. Afeyan’s service on our board of directors. As of December 31,2018, Flagship Pioneering, Inc. held options to purchase a total of 33,116 shares of our common stock that were issued for such service. See “Security Ownership of Certain Beneficial Owners and Management” for additional information regarding Flagship Pioneering’s and its affiliated entities’ beneficial ownership of our common stock.(3)As of December 31, 2018, Mr. Berenson held options to purchase a total of 82,508 shares of our common stock.(4)As of December 31, 2018, Mr. Hutt held options to purchase a total of 918,376 shares of our common stock.(5)As of December 31, 2018, Dr. Langer held options to purchase a total of 211,076 shares of our common stock.(6)The amount reported represents $20,000 in consulting fees for Dr. Langer’s service as a member of our Scientific Advisory Board (the “SAB”) pursuant to a Scientific Advisory Board Member Agreement by and between the Company and Dr. Langer, dated as of September 19, 2014. Under such agreement, Dr. Langer is provided with a quarterly consulting fee of $5,000 in exchange for his attendance at SAB meetings and guidance in the field of research, development and commercialization of products involving the use of RNA agnostics and/or modified nucleic acids to alter cellular physiology.(7)As of December 31, 2018, Dr. Nabel held options to purchase a total of 114,208 shares of our common stock.(8)As of December 31, 2018, Mr. Ruiz held options to purchase a total of 82,508 shares of our common stock.(9)Mr. Sagan was elected to our board of directors on June 13, 2018. As of December 31, 2018, Mr. Sagan held options to purchase a total of 36,759 shares of our common stock.(10)As of December 31, 2018, Dr. Slaoui held options to purchase a total of 82,508 shares of our common stock.CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONSOther than the compensation agreements and other arrangements described under the sections entitled “Executive Compensation” and “Director Compensation” appearing above and the transactions described below, for the year ended December 31, 2018, there has not been and there is not currently proposed, any transaction or seriesSecurities Exchange Act 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 our 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.Private placements of securitiesSeries G preferred stock financingOn January 30, 2018 and on February 15, 2018, respectively, the Company entered into Series G Preferred Stock Purchase Agreements, pursuant to which we issued and sold an aggregate of 55,666,004 shares of our Series G preferred stock at a price per share of $10.06, for an aggregate purchase price of $560 million. The following table sets forth the number of shares of our Series G preferred stock that we issued to our five percent stockholders and their affiliates in this transaction: Shares of
Series G
Preferred Stock(1) Total
Purchase Price 50,000 $ 503,000 745,526 $ 7,499,992 (1)Upon the closing of our initial public offering on December 11, 2018, all outstanding shares of our preferred stock, including all shares of Series G Preferred Stock, were converted into shares of common stock.(2)Stéphane Bancel, our Chief Executive Officer and one of our directors, is the managing member of OCHA LLC, which is a family investment vehicle that has no operations.(3)Consisted of (1) 279,160 shares of Series G preferred stock held by VGE III Portfolio Ltd.; (2) 148,974 shares of Series G preferred stock held by Viking Global Equities LP; (3) 8,737 shares of Series G preferred stock held by Viking Global Equities II LP; (4) 129,537 shares of Series G preferred stock held by Viking Global Opportunities Illiquid InvestmentsSub-Master LP; and (5) 179,118 shares of Series G preferred stock held by Viking Long Fund Master Ltd.Agreements with our stockholdersROFR and Voting AgreementsIn connection with our preferred stock financings, we entered into an investor rights agreement, a right of first refusal andco-sale agreement, and voting agreement, in each case, with the purchasers of our preferred stock and certain holders of our common stock. Our second amended and restated right of first refusal andco-sale agreement (the “ROFR Agreement”) provided for rights of first refusal andco-sale and drag along rights in respect of sales by certain holders of our capital stock. Our second amended and restated voting agreement,1934, as amended (the “Voting Agreement”) contained provisions with respectExchange Act), or subject to the electionliabilities of our board of directors and its composition. The rights under eachSection 18 of the ROFR AgreementExchange Act. No portion of this Compensation and Voting Agreement terminated upon the closing of our initial public offering on December 11, 2018.Investor Rights AgreementOur second amended and restated investors’ rights agreement (the “Investor Rights Agreement”), provided certain holders of our preferred stock with a participation rightTalent Committee Report shall be deemed to purchase their pro rata share of new securitiesthat we may have proposed to sell and issue, subject to certain exceptions. Such participation right terminated upon the closing of our initial public offering on December 11, 2018.The Investor Rights Agreement further provides the holders of approximately 236.0 million shares of our common stock rights with respect to the registration of these shares of common stockbe incorporated by reference into any filing under the Securities Act of 1933, as amended including demand registration rights, short-form registration rights, and piggyback registration rights.Demand registration rightsFollowing June 4, 2019,(the Securities Act) or the holders of approximately 236.0 million shares of our common stock will be entitledExchange Act, through any general statement incorporating by reference in its entirety the proxy statement in which this report appears, except to demand registration rights. We will be required, upon the written request of either (i) a majority of holders of these shares of our common stock or (ii) AstraZeneca and its affiliatesextent that in either case, would result in an aggregate offering price of at least $5.0 million, to file a registration statement and to use commercially reasonable efforts to effect the registration of allModerna specifically incorporates this report or a portion of these shares for public resale. We are required to effect only two registrations uponit by reference. In addition, this report shall not be deemed filed under either the request of a majority of holders and one registration uponSecurities Act or the request of AstraZeneca.Short-form registration rightsExchange Act.holdersCompensation 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 approximately 236.0 million shares of our common stock are also entitled to short-form registration rights. If we are eligible to file a registration statement onForm S-3, 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 willDirectors that this “Compensation Discussion and Analysis” section 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 rightsThe holders of approximately 236.0 million shares of our common stock are entitled to 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, we and the underwriters may limit the number of shares included in this proxy statement.underwritten offering to the number of shares which we and the underwriters determine in our sole discretion will not jeopardize the successmembers of the offering.Expiration of registration rightsThe demand registration rightsCompensation 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, such earlier time at which 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 SEC Rule 144.Collaboration AgreementIn August 2016, October 2017, and April 2018, we, AstraZeneca PLC and AstraZeneca AB, or, collectively with their affiliates, AstraZeneca, which is a greater than five percent stockholder, entered into collaboration and license agreements, each described in the section of our Annual Report titled “Business—Third-Party Strategic Alliances.” We and AstraZeneca also entered into an amended and restated participation agreement in August 2016. Under the amended and restated participation agreement, AstraZeneca agreed, among other things, to certainlock-up obligations and restrictions on certain acquisitions of our equity interests.Indemnification AgreementsWe have entered into agreements to indemnify our directors and executive officers. These agreements will, among other things, require us to indemnify these individuals for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts reasonably incurred by such person 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 our Company or that person’s status as a member of our board of directors to the maximum extent allowed under Delaware law.Policies for approval of related party transactionsWe have adopted a written policy providing that our audit committee will be responsible for reviewing and overseeing related party transactions. For purposes of this policy, a related person is defined as (i) any director or executive officerTalent Committee of the Company, (ii) any director nominee, (iii) security holders knownBoard of Directors:the Company to beneficially own more than five percentContentsSecurity Ownership of
any class of the Company’s voting securities, or (iv) the immediate family members of any of the persons listed in items (i)—(iii). In reviewing any related party transaction, our audit committee shall review the material facts. The audit committee will take into account, among other factors that it deems appropriate, whether the related party transactions is on terms no less favorable to the Company than terms generally available in a transaction with an unaffiliated third-party under the same or similar circumstancesCertain Beneficial Owners and the extent of the related person’s interest in the related party transactions.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT31, 2019,1, 2022, or as of the date otherwise set forth below, for:directorsdirector nominees as a group.329,003,737403,020,216 shares of common stock outstanding as of March 31, 2019. both 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 31, 2019.1, 2022. Further details are provided in the footnotes section below the table. Shares Beneficially Owned Name and Address of Beneficial Owner(1) Number Percentage 31,264,281 9.5 % 1,454,865 * % 2,573,274 * % 58,923,003 17.9 % 82,508 * % 922,300 * % 11,720,433 3.6 % 158,552 * % 87,067 * % 78,936 * % 461,429 * % 113,569,324 34.5 % 58,923,003 17.9 % 25,499,325 7.8 % 17,081,164 5.2 % *Represents beneficial ownership of less than one percent(2)6,720,3685,684,535 shares held directly by Stéphane Bancel, (b) 7,974,6037,004,880 shares held by OCHA LLC (“OCHA”)(OCHA), (c) 9,249,9709,050,372 shares held by Boston Biotech Ventures, LLC (“BBV”)(BBV), (d) 916,834 shares held by a trust for the benefit of Mr. Bancel’s family and of which the trustee is an independent institution and (e) 6,402,5069,794,845 shares of common stock underlying outstanding stock options that are or will be immediately exercisable within 60 days of March 31, 2019.1, 2022. Mr. Bancel is the controlling unit holder and sole managing member of each of OCHA and BBV. Mr. Bancel disclaims beneficial ownership of the shares held in the trust. OCHA or BBV, entities controlled by Mr. Bancel, purchased preferred shares in each of the Company’s Series A, B, C, D, E, F, and G preferred financings, on the same terms and conditions applicable to other investors. The total purchase cost for these preferred shares was approximately $3.9 million. These acquired shares represented approximately 4.6% of the total common shares of the Company outstanding on an as converted basis prior to our initial public offering.806,1542,238,970 shares of common stock held by John Mendlein andNoubar B. Afeyan, Ph.D., (b) 648,711160,222 shares of common stock underlying outstanding stock options or unvested RSUs held by Dr. Afeyan that are or will be immediately exercisable or vest within 60 days of March 1, 2022, (c) 11,460,435 shares of common stock held by Flagship VentureLabs IV, LLC (VentureLabs IV), (d) 3,924 shares of common stock held by Flagship Pioneering, Inc. (Flagship Pioneering), (e) 3,276,339 shares of common stock held by Flagship Ventures Fund IV, L.P. (Flagship Fund IV), (f) 2,840,318 shares of common stock held by Flagship Ventures Fund IV-Rx. L.P. (Flagship Fund IV-Rx Fund, together with VentureLabs IV and Flagship Fund IV collectively the Flagship Funds) and (g) 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 31, 2019.(4)Consists of (a) 1,147,327 shares held by Lorence Kim and (b) 1,425,947 shares of common stock underlying outstanding stock options that are or will be immediately exercisable within 60 days of March 31, 2019.(5)Based solely on a Schedule 13G filed February 12, 2019, consists of (a) 11,460,435 shares of common stock held by1, 2022. Flagship VentureLabs IV, LLC (“VentureLabs IV”), (b) 3,924 shares of common stock held by Flagship Pioneering, Inc. (“Flagship Pioneering”), (c) 37,874,424 shares of common stock held by Flagship Ventures Fund IV, L.P. (“Flagship IV”), (d) 9,468,596 shares of common stock held by Flagship Ventures FundIV-Rx, L.P. (“FlagshipIV-Rx” and together with VentureLabs IV, Flagship Pioneering, and Flagship IV, the “Flagship Funds”), (e) 82,508 shares of common stock underlying stock options held by Noubar B. Afeyan, Ph.D. that are or will be immediately exercisable within 60 days of March 31, 2019, and (f) 33,116 shares of common stock underlying stock options held by the Flagship Funds that are or will be immediately exercisable within 60 days of March 31, 2019. Flagship IV is a member of VentureLabs IV and also serves as its manager. The General Partner of each of Flagship IV and FlagshipIV-Rx is Flagship Ventures Fund IV General Partner LLC (“(Flagship IV GP) is the general partner of Flagship Fund IV GP”). Noubar B.and Flagship Fund IV-Rx. Dr. Afeyan Ph.D. and Edwin M. Kania, Jr. areis the managerssole manager of Flagship Fund IV GP and eachCEO and sole stockholder of these individualsFlagship Pioneering and may be deemed to sharehave voting and investment power with respect to all shares held by the Flagship Funds. Neither Fund IV GP, Dr. Afeyan or Mr. Kania directly own any of the shares held by the Flagship Funds and each of Fund IV GP, Dr. Afeyan and Mr. Kania disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein. The mailing address of the Flagship Funds is 55 Cambridge Parkway, Suite 800E, Cambridge, MA 02142. Dr. Noubar B. Afeyan, Ph.D. is the CEO of Flagship Pioneering (formerly Flagship Ventures Management, Inc.). Dr. Afeyan has voting and investment power over the common stock options held by Flagship Pioneering. Dr. Afeyan disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.(6)Consists of 82,508 shares of common stock underlying outstanding stock options that are or will be immediately exercisable within 60 days of March 31, 2019.(7)Consists of (a) 3,924 shares held by Peter Barton Hutt and (b) 918,376 shares of common stock underlying outstanding stock options that are or will be immediately exercisable within 60 days of March 31, 2019.(8)211,076288,790 shares of common stock underlying outstanding stock options or unvested RSUs that are or will be immediately exercisable or vest within 60 days of March 1, 2022.31, 2019.1, 2022. Dr. Hoge disclaims beneficial ownership of the shares held in the trust.(9)44,344370,407 shares held by Elizabeth NabelPaul Sagan Revocable Trust, (b) 76,452 shares held by The Chatham Trust, (c) 14,951 shares held by Erwin Park LLC, and (b) 114,208(d) 114,473 shares of common stock underlying outstanding stock options or unvested RSUs that are or will be immediately exercisable or vest within 60 days of March 1, 2022.31, 2019.1, 2022.(10)4,559 shares held by Israel Ruiz and (b) 82,508 shares of common stock underlying outstanding stock options that are or will be immediately exercisable within 60 days of March 31, 2019.(11)Consists of (a) 22,79820,098 shares held by Stephen Berenson and Louise Barzilay, Joint Tenants with Right of Survivorship, and (b) 56,138160,222 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 1, 2022.Mr. BerensonDavid Meline exercisable within 60 days of March 1, 2022.31, 2019.1, 2022.(12)(a) 367,776 shares held by Paul Sagan Revocable Trust, (b) 76,452 shares held by The Chatham Trust, and (c) 17,201 shares held by Erwin Park LLC.(13)Consists of (a) 99,988,103 shares held and (b) 13,581,2215,923 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 31, 2019.1, 2022.(14)Based on a Schedule 13G filed January 30, 2019, consistsConsists of 25,499,325(a) 55,332,865 shares directly held by Zeneca Inc., a wholly-owned subsidiaryand (b) 14,559,731 shares of AstraZeneca PLC. AstraZeneca PLCcommon stock underlying outstanding stock options and Zeneca Inc. may eachunvested RSUs that are or will be deemed to have sole voting and dispositive power over the shares. The mailing addressimmediately exercisable or vest within 60 days of AstraZeneca PLC isMarch 1, Francis Crick Avenue, Cambridge Biomedical Campus, Cambridge CB2 0AA, United Kingdom. The mailing address of Zeneca, Inc. is 1800 Concord Pike, Wilmington, Delaware 19803.2022.(15)10, 2019.26, 2022. Includes shares of common stock beneficially owned by Viking Global Investors LP and various affiliated entities and individuals.Ballie Gifford & Co, a Scottish partnership. The business address of eachBaillie Gifford & Co is Carlton Square, 1 Greenside Row, Edinburgh EH1 3AN, Scotland, UK.the Viking FundsBlackRock, Inc. is c/o Viking Global Investors LP, 55 Railroad Avenue, Greenwich, Connecticut 06830.East 52nd Street, Ney York, NY 10055.PROPOSAL NO. 262RATIFICATION OF APPOINTMENT OFBack to ContentsINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMProposal No. 3 Ratification of Appointment of Independent Registered Public Accounting Firm
audit committeeAudit 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, 2019.2021, Ernst & Young LLP has served as our independent registered public accounting firm since 2014.At the Annual Meeting, stockholders are being asked to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2019. Stockholder ratification of the appointment of Ernst & Young LLP is not required by our bylaws or other applicable legal requirements. However, our board of directors is submitting the appointment of Ernst & Young LLP to our stockholders for ratification as As a matter of good corporate governance. In the event thatgovernance, we are asking stockholders to ratify this appointment. If this appointment is not ratified by the affirmative vote of a majority of the shares present in person or by proxy at the Annual Meeting, and entitledthe Audit Committee may reevaluate the selection of our auditors, but is not required to vote, the audit committee may reconsider such appointment.do so. Even if stockholders ratify this appointment, the appointment is ratified, our audit committee,Audit Committee, in its sole discretion, may appoint another independent registered public accounting firm at any time duringif the year ending December 31, 2019 if our audit committee believes that such a change would be in the best interests of Moderna and its stockholders.LLP is expected to be present atattend the Annual Meeting, will have an opportunity to make a statement if he or she wishes to do so, and is expected towill be available to respond to appropriate questions from stockholders.LLP for the years ended December 31, 20182021 and 2017:December 31, 2020: 2018 2017 $ 2,111,610 $ 325,944 125,000 216,000 321,325 242,388 — — $ 2,557,935 $ 784,332 (1)Audit fees in 2018 include fees for our annual audit, quarterly review procedures, and other fees in connection with our initial public offering. Audit fees in 2017 include fees for our annual audit.(2)Audit-related fees paid in their respective years relate to accounting consultations.(3)Tax fees paid in their respective years relate to tax return preparation and tax advisory services.(4)There were no other fees incurred in 2018 or 2017.20182021 and 2017,2020, all audit andnon-audit services by our independent registered public accounting firm werepre-approved by our audit committee. Pursuant to its charter, the audit committeeAudit Committee. The Audit Committee may establishpre-approval policies and procedures, subject to SEC and Nasdaq rules and regulations, for such services. The Audit Committee may delegate authority to approve audit andpre-approve non-audit service. 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.2018, there were no other professional services provided by2021, Ernst & Young LLPdid not provide any services to Moderna that would have requiredcaused our audit committeeAudit Committee to consider their compatibility with maintaining the independence of Ernst & Young LLP.LLP requires the affirmative vote of a majority of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon.votes properly cast. Abstentions will have no effect on the effectresults of a vote AGAINST the proposal.this vote.THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2019.AUDIT COMMITTEE REPORT63Audit Committee Report
Inc. (the “Company”) specifically incorporates it by reference in such filing.audit committeeAudit Committee serves as the representative of the Company’s boardModerna’s Board of directorsDirectors with respect to its oversight of:the Company’sModerna’s accounting and financial reporting processes and the audit of the Company’sour financial statements;the Company’sModerna’s financial statements;the Company’sModerna’s compliance with legal and regulatory requirements;inquiring about significant risks, reviewing the Company’sModerna’s policies for risk assessment and risk management, and assessing the steps management has taken to control these risks;firm’s appointment, qualifications, and independence.firm.audit committeeAudit Committee also reviews the performance of the Company’s independent registered public accounting firm Ernst & Young LLP, in the annual audit of the Company’sModerna’s financial statements and in assignments unrelated to the audit, and reviews the independent registered public accounting firm’s fees.audit committeeAudit Committee is composed of threenon-employee directors, Israel Ruiz, Stephen Berenson and Paul Sagan. directors. The Company’s boardBoard of directorsDirectors has determined that each member of the audit committeeAudit Committee is independent and that Ms. Tallett, Mr. RuizBerenson and Mr. Sagan each qualifies as an “audit committee financial expert” under the U.S. Securities and Exchange Commission (the “SEC”)SEC rules.audit committeeAudit Committee provides the Company’s boardBoard of directorsDirectors such information and materials as it may deem necessary to makeapprise the boardBoard of directors awareDirectors of financial matters requiring the attention of the board of directors.its attention. The audit committeeAudit Committee reviews the Company’sModerna’s financial disclosures and meets privately, outside the presence of the Company’s management, with the Company’s independent registered public accounting firm.firm and Moderna’s internal auditors. In fulfilling its oversight responsibilities, the audit committeeAudit Committee reviewed and discussed the audited financial statements in the Company’sModerna’s Annual Report on Form10-K for the year ended December 31, 2018 (the “Annual Report”)2021, 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 committeeAudit Committee reports on these meetings to the Company’s boardBoard of directors.Directors.audit committee has reviewed and discussed the Company’s audited consolidated financial statements with management and Ernst & Young LLP, the Company’s independent registered public accounting firm. The audit committeeAudit Committee has discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”)(PCAOB) and the SEC.The audit committee In addition, the Audit Committee has received and reviewed the written disclosures and the letter from Ernst & Young LLP required by the applicable requirements of the PCAOB regarding Ernst & Young LLP’sthat firm’s communications with the audit committeeAudit Committee concerning independence, and has discussed with Ernst & Young LLP its independence. In addition, the audit committee has discussed with Ernst & Young LLP its independence from management and the Company, including matters in the letter from Ernst & Young LLP required by PCAOB Rule 3526,Communication with Audit Committees Concerning Independence,Moderna, and considered the compatibility ofnon-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 LLP’s independence.the reviewthese reviews and discussions, referred to above, the audit committeeAudit Committee recommended to the Company’s boardBoard of directorsDirectors that the Company’sModerna’s audited consolidated financial statements be included in the Company’sModerna’s Annual Report on Form 10-K for the year ended December 31, 2021, for filing with the SEC.audit committee alsoAudit Committee has selected Ernst & Young LLP as theModerna’s independent registered public accounting firm for the Company for the year ending December 31, 2019.2022. The Company’s boardBoard of directorsDirectors recommends that stockholders ratify this selection at the Company’s Annual Meeting of Stockholders.Meeting.audit committeeAudit Committee of the boardBoard of directors:Directors:Israel RuizElizabeth Tallett (Chairperson)STOCKHOLDER PROPOSALS64Stockholder RecommendationsBack to ContentsShareholder Proposal – Report on Feasibility of Transferring Intellectual Property
Director NominationsAny stockholder wishing to recommend a director nominee for considerationaction at the Annual Meeting by the nominating and corporate governance committee should provide the following information to 200 Technology Square, Cambridge, Massachusetts 02139, (617)714-6500, Attention: Corporate Secretary: (i) the name, age, business address and residence addressOxfam America, Inc., 226 Causeway Street, Floor 5, Boston, MA 02114-2155, beneficial owner of the nominee, (ii) the principal occupation or employment of the nominee, (iii) the class and number of376 shares of the CompanyCompany’s common stock, and a co-filer. The text of the proposal follows:
https://www.nytimes.com/2021/09/22/us/politics/covid-vaccine-moderna-global.html
transfer-hub- to-scale- up-global- manufacturing
Statements--Perspectives-Details/2021/Our-Global-Commitment-to-Vaccine-Access/default.aspx.
immunization-campaign-in-human-history-and-2022-will-require-more-and-better-vaccine-redistribution-and-innovation/.
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address-remaining-barr/.Information about the 2022 Annual Meeting of Stockholders
are beneficially owned byother nominee. For more information, see “What is the nomineedifference between holding shares as a stockholder of record and any derivative positions held or beneficially held byas a beneficial owner?”nominee, (iv) whetherAnnual Meeting?extentBoard’s recommendations.
nominee
December 31, 2022
Proposal - Report on the Feasibility of Transferring Intellectual Propertywhich any hedging or other transaction or series of transactions has been entered into by or on behalf ofbe brought before the nominee with respect to any securities of the Company, and a description ofAnnual Meeting. Should any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares),matters be presented, the effect or intent of which is to mitigate loss to, or to manage the risk or benefit of share price changes for, or to increase or decrease the voting power of the nominee, (v) a description of all arrangements or understandings between or among the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder or concerning the nominee’s potential service on the board of directors, (vi) a written statement executed by the nominee acknowledging that as a director of the Company, the nominee will owe fiduciary duties under Delaware law with respect to the Company and its stockholders, and (vii) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to beingindividuals 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.elected).I do not specify how my shares are to be voted?”nominatingwebcast of the Annual Meeting will begin at 8:00 a.m., Eastern Time, on April 28, 2022. Online access will begin at 7:45 a.m., Eastern Time, and corporate governance committee may seek further information fromwe encourage you to log into the Annual Meeting 5-15 minutes prior to the start time.about the stockholder makinginstructions that accompany your proxy materials. You do not need to do anything in advance to access the recommendation, the director candidate, or any such otherAnnual Meeting.allhouseholding.other relationships betweenwithin four business days after we know the director candidate andfinal results, file an amendment to the stockholder and betweenForm 8-K to publish those results.Deadlines for Stockholder Proposals and Director NominationsStockholders who wishProposal to present proposals for inclusioninclude in our proxy materials for the 2020 Annual Meetingstatementdo so by following the procedures prescribed inRule 14a-8 under the Exchange Act and in our bylaws. Our Corporate Secretary must receive stockholderpresent proper proposals intended to be included in our proxy statement and formconsidered at the next annual meeting of proxy relatingstockholders by submitting their proposals in writing to our 2020 Annual MeetingCorporate Secretary. For a stockholder proposal to be considered for inclusion in our proxy statement for our 2023 annual meeting of Stockholders made under Rule14a-8 by January 16, 2020,stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices not later than November 10, 2022, unless the date of 2020 Annual Meetingour 2023 annual meeting of stockholders is held more than 30 days before or after June 27, 2020,April 28, 2023, in which case the proposal must be received a reasonable time before we begin to print and send proxy materials for the 20202023 Annual Meeting. In addition, stockholder proposals must comply with the applicable requirements of Rule 14a-8 under the Exchange Act.UnderProposal that will not be included in our currentproxy statementproposalscontain an advance notice procedure for stockholders who wish to present a proposal before anbusiness and nominationsstockholders but do not intend for directors other than thosethe proposal to be included in our proxy materials followingstatement. These matters may only be brought before the procedures described inRule 14a-8 may be madeannual meeting by stockholdersa stockholder of record entitled to vote at the annual meeting ifwho has delivered timely written notice, is timely given and if the notice containscontaining the information required by the bylaws.specified in our bylaws, to our Corporate Secretary. To be timely a notice with respect to the 2020for our 2023 Annual Meeting, of Stockholders must be delivered to our Corporate Secretary no earlier than Februarygenerally must receive the written notice at our principal executive offices between December 29, 2022, and January 28, 2020 and no later than March 29, 2020 unless the date of the 20202023. However, if we hold our 2023 Annual Meeting is advanced by more than 30 days before or delayed by more than 60 days after June 27, 2020,April 28, 2023, then notice of a stockholder proposal that is not intended to be included in which eventour proxy statement must be received no later than the bylaws provide different notice requirements.Any proposalclose of business or nomination should be mailed to:on the later of (a) the 90th day before our 2023 Annual Meeting and (b) the 10th day following the day on which public announcement of the date of our 2023 Annual Meeting is first made.02139.WHERE YOU CAN FIND MORE INFORMATION are subject to the informational requirements of the Exchange Act and, in accordance therewith, file reports, proxy statements, and other information with the SEC. Reports, proxy statements, and other information areSEC, which is all publicly available on the U.S. Securities and Exchange Commission’sSEC’s website, http://www.sec.gov. You may also read and copyfind 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.May 15, 2019.March 9, 2022. You should not assume that the information contained in this document is accurate as of any date other than thatlater date, and the mailing of this document to stockholders at any time after that date does not create an implication to the contrary.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 in such jurisdiction.solicitations.COMPANY WEBSITE72We maintain a website at www.modernatx.com. Information contained on, or that can be accessed through, our website is not intendedBack to be incorporated by reference into this proxy statement, and referencesContentsour website address in this proxy statement are inactive textual references only.ContentsIMPORTANT NOTICE REGARDING DELIVERY OF STOCKHOLDER DOCUMENTSStockholders of Moderna common stock who share a single address may receive only one copy of this proxy statement and Annual Report, unless Moderna has received contrary instructions from any stockholder at that address. This practice, known as “householding,” is designedBack to reduce the Company’s printing and postage costs. However, if any stockholder residing at such an address wishes to receive a separate copy of this proxy statement or our Annual Report, may contact Moderna, Inc., 200 Technology Square, Cambridge, Massachusetts 02139, (617)714-6500, Attention: Corporate Secretary, and Moderna will deliver those documents to such stockholder promptly upon receiving the request. Any such stockholder may also contact the Corporate Secretary using the above contact information if he or she would like to receive separate proxy statements and annual reports in the future. If you are receiving multiple copies of our annual reports and proxy statements, you may request householding in the future by contacting our Corporate Secretary.ContentsThe board of directors knows of no business to be brought before the Annual Meeting which is not referred to in the accompanying Notice of Annual Meeting. Should any such matters be presented, the persons named in the proxy shall have the authority to take such action in regard to such matters as in their judgment seems advisable. If you hold shares through a broker, bank, or other nominee as described above, 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.ANNUAL MEETING OF MODERNA, INC.Date:Thursday, June 27, 2019Time:8:00 a.m. (Eastern Time)Place:200 Technology Square, Cambridge, Massachusetts 02139Please make your marks like this: ☒ Use dark black pencil or pen onlyThe Board of Directors Recommends a VoteFOR the nominees listed in proposal 1 andFOR proposal 2.1:To elect three of our Class I director nominees set forth in the proxy statement, each to serve for a three-year term expiring at the 2022 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.Nominees:01 Noubar Afeyan, Ph.D.02 Stéphane Bancel03 Peter Barton Hutt, LL.M.Vote ForAll NomineesWithhold Vote FromAll NomineesVote ForAll Except☐☐☐INSTRUCTIONS:To withhold authority to vote for any nominee, mark the “Exception” box and write the number(s) in the space provided to the right.ForAgainstAbstain2:To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2019.☐☐☐To attend the meeting and vote your shares in person, please mark this box.☐Authorized Signatures - This section must be completed for your Instructions to be executed.Please Sign HerePlease Date AbovePlease Sign HerePlease Date AbovePlease sign exactly as your name(s) appears on this proxy. If shares are held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy. Please separate carefully at the perforation and return just this portion in the envelope provided. Annual Meeting of Stockholders of Moderna, Inc.to be held on Thursday, June 27, 2019for Stockholders as of April 29, 2019This proxy is being solicited on behalf of the Board of DirectorsVOTE BY: INTERNET TELEPHONEGo To Callwww.proxypush.com/MRNA866-230-6330•Cast your vote online.OR•Use any touch-tone telephone.•Have your Proxy Card/Voting Instructions Form ready.OR••Have your Proxy Card/Voting Instruction Form ready.Follow the simple recorded instructions.•View Meeting Documents.MAIL•Mark, sign and date your Proxy Card/Voting Instruction Form.•Detach your Proxy Card/Voting Instruction Form.•Return your Proxy Card/Voting Instruction Form in thepostage-paid envelope provided.The undersigned hereby appoints Stéphane Bancel, Lorence Kim, M.D. and Lori Henderson, J.D., and each of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of Moderna, Inc. which the undersigned is entitled to vote at said meeting and any adjournment or postponement thereof upon the matters specified and upon such other matters as may be properly brought before such meeting or any adjournment or postponement thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given.THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS IN PROPOSAL 1, FOR PROPOSAL 2 AND IN THE DISCRETION OF THE PROXYHOLDERS ON ANY OTHER MATTER THAT PROPERLY COMES BEFORE THE MEETING.PROXY TABULATOR FORMODERNA, INC.c/o MEDIANT COMMUNICATIONSP.O. BOX 8016CARY, NC 27512-9903