Notice of Annual Meeting
of Shareholders

Skill/Experience	Afeyan	Bancel	Berenson	Horning	Langer	Nabel	Nader	Sagan	Tallett
CEO Experience	✓	✓				✓	✓	✓	✓
Digital 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 / Technology/R&D	✓	✓		✓	✓	✓	✓

2024 Proxy statement

14

Back to Contents

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

Board Diversity

The following Board Diversity Matrix presents our Board diversity statistics in accordance with Nasdaq Rule 5606, as self-disclosed by our current directors. While the Board satisfies the minimum objectives of Nasdaq Rule 5605(f)(3) by having at least one director who identifies as female and at least one director who identifies as a member of an Underrepresented Minority (as defined by Nasdaq Rules), we note that one of our directors also identifies as Middle Eastern. As we pursue future Board recruitment efforts, our Nominating Committee will continue to seek out candidates who can contribute to the diversity of views and perspectives of the Board in accordance with the committee’s Policies and Procedures for Director Candidates. This includes seeking out individuals of diverse ethnicities, a balance in terms of gender, and individuals with diverse perspectives informed by other personal and professional experiences.

Board Diversity Matrix as of March 7, 2024

Staggered Board

OurIn consultation with our Nominating Committee, our Board of Directors ishas determined that a staggered board structure, with directors divided into three classes with staggered terms.terms, remains appropriate for us at this time. At each annual meeting of stockholders,shareholders, one class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The division

A staggered board provides for stability, continuity and experience among our Board. This structure helps to resist pressure to focus on short-term results at the expense of our long-term value and success, which is especially important in our industry given the multi-year time horizons required for the successful development of pharmaceutical products and product candidates. Our Board of Directors into three classes with staggered terms may delay or prevent stockholderalso believes that this structure helps to preserve institutional knowledge that can help us identify new opportunities, such as when our Board noted parallels early in 2020 between our earlier efforts to effectdevelop a changevaccine against Middle Eastern Respiratory Syndrome (MERS) and the disease that came to be known as COVID-19. This led to the successful development and launch of our management or a change in control.first product, our COVID-19 vaccine.   

2024 Proxy statement

15

moderna

Board Highlights for 2023

During 2023, the Moderna Board was focused on continuing to execute on the shift to an endemic, commercial market for the Company’s COVID-19 vaccine, while also advancing the Company’s pipeline of products beyond COVID-19 and right-sizing the Company’s manufacturing footprint to lay the foundation for future growth and profitability.

COVID-19

COVID-19 Vaccine Commercial Launch.  In 2023, the market for COVID-19 vaccines further evolved to reflect seasonal market dynamics, with sales shifting significantly to the second half of the year and significantly lower demand than in 2021 Proxy statement  |11

Backand 2022. Additionally, 2023 marked the shift to Contents

Stockholder Recommendations for Director Nominations 

The Nominating and Corporate Governance Committee welcomes recommendations from stockholders for director nominees. These nominees will be evaluatedan endemic, commercial market in the same manner as nomineesU.S., with most sales for COVID-19 vaccines occurring in the private retail channel. The Board remained focused on strategic oversight of these evolving market dynamics and ensuring that come to the committee’s attention from other sources.

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

•

whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of the nomineeSARS-CoV-2. Launching in a commercial market significantly changed dynamics with respect to marketing, contracting, distribution and accounting, all of which called on the Board’s expertise. In the U.S. market, the Moderna team expanded its market share to 48% of the retail market for the 2023 fall vaccination season, up 11 percentage points from 37% in 2022 (Source: IQVIA).  The Company expects to leverage its experience in the commercial market for COVID-19 vaccines in the anticipated launch of its RSV vaccine in 2024.

Right-Sizing Our Manufacturing Footprint.  Over the course of 2023, evolving market dynamics made clear that the manufacturing footprint that was necessary for the production of our COVID-19 vaccines in a pandemic setting would no longer be necessary following the shift to an endemic market.  With the Board’s support and oversight, management acted quickly in the third quarter to right-size the Company’s manufacturing footprint to reflect updated market forecasts.  These actions are expected to help return the COVID-19 vaccine franchise to profitability in 2024.

Pipeline Development

By the end of 2023, Moderna had nine late-stage programs, including seven programs in Phase 3 development and two rare disease programs poised to enter pivotal trials in 2024.  The Board and its Product Development Committee played a key role in overseeing the advancement and strategic investment in these programs, laying the groundwork to diversify our business beyond COVID-19 vaccines.

Respiratory Vaccine Franchise. Following the announcement of positive efficacy data for the Company’s vaccine candidate against respiratory syncytial virus (RSV) (mRNA-1345) in older adults in January 2023, the Company moved swiftly to apply for approval from regulators in key markets globally.  The Company is anticipating approval and is preparing for commercial launch of this product in 2024.  During 2023, the Company advanced Phase 3 studies for three additional respiratory vaccines programs beyond our original COVID-19 and RSV vaccines: seasonal flu (mRNA-1010), next-generation COVID-19, which is designed to be refrigerator-stable (mRNA-1283), and our combination vaccine against seasonal flu and COVID-19 (mRNA-1083). We believe that combination respiratory vaccines have the potential to improve coverage while also reducing disease burden and producing savings for healthcare systems, both through lower cost of administration and lower healthcare costs by preventing or reducing the need for care.

Individualized Neoantigen Therapy (INT). The Board has also been actively engaged in overseeing the advancement of clinical trials and investments to prepare for commercial readiness for our oncology program, INT (previously referred to as our personalized cancer vaccine) (mRNA-4157), which we are advancing in collaboration with Merck.  The Phase 3 trial of mRNA-4157 for melanoma launched in 2023 and is enrolling globally.  In December 2023, we launched a second Phase 3 trial of mRNA-4157 in non-small cell lung cancer, and this study is also enrolling globally.  Moderna broke ground on an additional manufacturing site in Marlborough, Massachusetts in 2023, and this facility is expected to be dedicated to the production of INT.

Latent and Rare Diseases. The Board and its committees continue to oversee our strategy to advance our broader pipeline, including investments in our development programs and the talent to move them forward. This includes advancing our vaccines against latent and rare diseases and in other areas. Our Phase 3 study for our vaccine candidate against cytomegalovirus (CMV) (mRNA-1647), the leading infectious cause of birth defects in the U.S., is fully enrolled and could see an efficacy data readout in 2024.  In rare diseases, the Paramount study of our propionic acidemia (PA) program (mRNA-3927) and the Landmark study of our methylmalonic acidemia (MMA) program (mRNA-3705) are both ongoing, and are expected to enter into pivotal studies in 2024.

2024 Proxy statement

16

Back to Contents

Corporate Developments

Governance Updates. In 2023, the Board and Nominating Committee continued to assess feedback from Moderna’s investors regarding its governance practices. As a result of this feedback, early in 2024, the Board approved updates to the Company’s bylaws to adopt majority voting for uncontested director elections and to implement a proxy access bylaw on market terms, which will allow shareholders with a significant, long-term ownership interest to nominate director candidates for inclusion on the annual meeting ballot. The Board also is requesting approval from shareholders to amend the Company’s Certificate of Incorporation to allow shareholders to call a special meeting (see “Proposal 4: Amend Our Certificate of Incorporation to Provide Shareholders the Right to Call a Special Meeting,” beginning on page 79). Additionally, during 2023, our Nominating Committee approved updates to our Corporate Governance Guidelines to require that directors obtain the approval of the Chair of the Committee before taking on any Moderna securities,new board or director roles, as described below under “Director Independence.” Additionally, the Nominating Committee has implemented enhanced screening of potential conflicts as the scope of our business has expanded.

Capital Allocation. During 2023, the Board played a significant role in steering the Company’s capital allocation strategy. Consistent with the Company’s announced strategy, this included investments in the pipeline, as discussed above, as well as new manufacturing facilities in the UK, Canada and Australia to support government partnerships, and investments to facilitate the commercialization of INT. The Board and the Science and Technology Committee played a key role in overseeing collaborations with other companies, including those that were announced with Immatics, CytomX and Life Edit Therapeutics. Lastly, the Board played a key role in overseeing our share buyback program and the decision in the first half of the year to curtail buybacks to preserve capital for future investments.

Executive Compensation and Talent Management. As discussed in greater detail elsewhere in this Proxy Statement, the Compensation and Talent Committee continues to update our compensation programs to ensure ongoing alignment between our executives and investors, including tying our performance-based programs to the Company’s strategy, evolving the weighting of different instruments in our equity programs, and evolving our culture and ways of working as we seek to scale our operations and prepare for multiple product launches while maintaining cost discipline. In addition, the Committee oversaw our talent management efforts, including performance, training and retention programs and the results of our second global pay equity analysis.

ESG Initiatives. The Board, acting primarily through the Nominating Committee, oversees Moderna’s efforts related to environmental, social and governance (ESG) matters. In 2023, this included launching a climate-based risk assessment and a description of any other agreement, arrangement, or understanding (including any short position or any borrowing or lending of shares),double-materiality assessment to prepare Moderna for potential disclosure requirements related to these matters. In addition, the effect or intent of which isCommittee oversaw efforts to mitigate lossimplement policies related to orESG, and increasing transparency on these matters, including reviewing our roadmap to manage the risk or benefit of share price changes for, or to increase or decrease the voting power of the nominee, 

The Nominating and Corporate Governance Committee may seek further information from or about the stockholder making the recommendation and the director candidate, including information about all business and other relationships between the director candidate and the stockholder. see “ESG Topics” below.

Director Independence

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

Directors must notify the Chair of the Nominating Committee and Corporate Governance Committeeour Chief Legal Officer prior to accepting any new director roles or in connection with any significant change in employment status so we can fully assessthat the potential for conflicts or other factors that may compromise the director’s independence.ability to perform his or her duties may be fully assessed. Pre-clearance from the Chair of the Nominating Committee, acting on the advice of the Chief Legal Officer and in consultation with the full Nominating Committee, where appropriate, is required before a director may accept any such new roles. 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.

2024 Proxy statement

17

Board Leadership Structure

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

moderna  2021 Proxy statement  |12

Back to Contents

Board’s Role in Risk Oversight

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

The Board exercises its oversight primarily through its committees. The full Board of Directors (or the appropriate 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, and the steps we take to manage them. When a Board committee is responsible for evaluating and overseeing the management of a particular risk, the Chair of the relevant committee reports on the discussion to the full Board of Directors so the Board can coordinate the risk oversight role among the relevant parties. 

Limits on Board Service

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

Consistent with this belief, the Board amended its Corporate Governance Guidelines in 2020 to adopt overboarding limits.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,Board, and other directors should not serve on more than three other boards of public companies in addition to the Moderna board,Board, absent special circumstances, such as a period of transition.

ApplicationtoDr.Langer.In applying these limits to the nomination ofDr. Langer. Dr. Langer is in compliance with our policy related to board service limits, and serves on the boards of two other public companies.  The Nominating and Governance Committee considered the factnotes that while Dr. Langer previously served on four other public company boards prior(in addition to ours) at the adoptiontime our policy was adopted in 2020, in the last year he has come off two of the overboardingthose boards.

Application to Dr. Nabel. Dr. Nabel is also in compliance with our policy related to board service limits mentioned above. Dr. Langerand has also indicated he will not take on any new public board commitmentsbeen throughout her term.  The Nominating Committee notes that would cause him to exceed the overboarding limits to the extent he comes off any other boards. In allowing for a transitiontemporary period, Dr. Nabel served as the Chief Medical Officer, part-time, for OPKO Health, while also serving on two public company boards (in addition to ours).  In August 2023, Dr. Langer, the Committee took into account that he continues to make significant contributions to Moderna both insideNabel ceased acting as Chief Medical Officer for OPKO Health and outside Board and committee meetings, he has a perfect attendance record for Board and committee meetings in 2020, and he provides valuable insight as one of the Company’s largest shareholders and founding directors.

ApplicationtoMs.Tallett.In applying the overboarding limits to Ms. Tallett, the Nominating and Governance Committee noted that while Ms. Tallett currentlynow serves on four public boards in addition to the Moderna board, she will be retiring from one of those boards at its upcoming annual meeting, bringing her into compliance with the requirement by the end of May 2021. In addition, the Committee notedan Advisory Board for that Ms. Tallett also had perfect attendance for Board and committee meetings in 2020, and made substantial contributions to the Board in her first year, including taking on responsibility as Chair of the Audit Committee in January 2021.company.  

Directors must notify the Chair of the Nominating Committee and Corporate Governance CommitteeChief Legal Officer in connection with accepting a seat on the board of directors of another business and obtain approval before joining 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. See “Director Independence” above.

Age and Term Limits

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

moderna  2021 Proxy statement  |13

Back to Contents

Governance Documents

We have adopted a Code of Ethics and 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—Corporate Governance”“Governance—Governance Documents” section of our Investor Relations website, https://investors.modernatx.com.investors.modernatx.com.

Since

2024 Proxy statement

18

Board’s Role in Risk Oversight

2024 Proxy statement

19

Shareholder Engagement

We actively engage with our last Annual Meeting of shareholders throughout the year to solicit their views on our governance and compensation policies and practices, as well as current and emerging ESG trends. As our investor base has grown, we have updatedexpanded our investor outreach program and practices to seek the views of a broader range of investors, including those with a particular focus on socially responsible investing. Conversations throughout the year led by our Investor Relations team are supplemented by outreach with members of our Corporate Governance Guidelinesteam, senior leadership and other policies to implement the following changes:independent directors.

Our discussions led to valuable feedback from our investors, which was discussed among members of management and with our Board Highlightsand Committees, as further discussed below.

Board Composition and Governance.  Investor feedback informed our decision to adopt majority voting and to adopt a proxy access bylaw—both of which were implemented in February 2024. Investor feedback also informed the proposal to amend our Certificate of Incorporation to grant shareholders the right to call a special meeting, and the decision to set the threshold at 20% of outstanding shares. This investor outreach also provided valuable feedback on the decision to pursue an amendment to our Certificate of Incorporation to allow for 2020

During 2020,officer exculpation, consistent with recent changes to Delaware law. Investor feedback has also informed our ongoing director search efforts as we assess the ongoing evolution of our Board of DirectorsDirectors.

Executive Compensation Programs. Investor feedback on our executive compensation programs was highly engagedconstructive, with support for our overall program design and emphasis on tying the experience of investors to results for our executives through programs that are weighted toward equity. Our Compensation and Talent Committee continues to incorporate this feedback into decisions around goal-setting and the structure of our compensation programs. We have also undertaken to provide greater visibility on the goals for our PSU awards in providing strategic oversightthis Proxy Statement.

ESG initiatives.  Investor feedback on our ESG programs and transparency on these initiatives was quite positive. Most of our investors recognize Moderna’s important role in promoting access to medicines, particularly through efforts like our mRNA Access program and diverse enrollment targets in our clinical trials. Investors were also supportive of our efforts to developprovide greater transparency through our COVID-19 vaccine, overseeingESG Report (which includes SASB and GRI disclosures) and ESG Day. Investors appreciated our activitiesefforts to prepare to be a global commercial pharmaceutical company,disclose and obtain assurance on our Scope 1, 2 and 3 greenhouse gas emissions, as well as continuingour greenhouse gas reduction targets, and initiatives to oversee developments acrossassess climate risk and to conduct a double-materiality analysis.

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

When the seriousness of the SARS-CoV-2 outbreak became clear in January 2020, our Board was engaged in the early decision to collaborate with the National Institutes of Health (“NIH”) in designing a vaccine, which quickly led to thescience and development of mRNA-1273, our COVID-19 vaccine. As the situation continued to evolve, it became increasingly clear that if Moderna’s vaccine candidate were to play a role in curbing the spread of SARS-CoV-2, additional capital would be needed to help fund our development efforts. The Board of Directors authorized an equity offering in February 2020, expecting that the use of some of the proceeds would enable the Company to have sufficient resources to further the development of a potential vaccine. On March 11, the World Health Organization (“WHO”) declared the spread of SARS-CoV-2 a pandemic,programs, including Vaccines Day and the dosing of the first patient in a Phase 1 clinical trial with mRNA-1273 occurred days later.

By early spring, much of the Company’s focus was trained on developing mRNA-1273, and the Board responded to the need for rapid evaluation of next steps and decision making by creating a COVID Committee of the Board of Directors. The COVID Committee met regularly throughout the rest of the year to review the Company’s development efforts for mRNA-1273. This Committee oversaw the preparations for and launch of further clinical trials and provided oversight of our efforts to scale our manufacturing capacity as we worked with contract manufacturing organizations to make an unprecedented product launch possible. The Committee brought in outside experts to supplement our directors’ existing expertise to advise on certain aspects of the vaccine’s development and possible launch.

Securing capital to fund the vaccine’s development was a significant focus, and at the Board’s direction, we undertook a second equity offering in May 2020. In addition, we agreed with BARDA in April and July that they would reimburse up to $955 million in costs related to the vaccine’s development, helping ensure that we could move quickly while also mitigating the financial risk associated with the vaccine’s development. Our Board and COVID Committee were also engaged in high-level decisions related to our clinical trials, including our decision in September 2020 to slow enrollment in the Phase 3 clinical trial to ensure that participants were representative of the diversity of the communities impacted by COVID-19. As we continued to receive favorable data from our clinical trials, our Board was also engaged in overseeing the at-risk scaling of our manufacturing, commercial and regulatory capabilities to facilitate the launch of mRNA-1273, both in the U.S. and abroad, should it receive regulatory authorization.

Within our standing committees of the Board, parallel efforts were undertaken to keep pace with these developments, as further described on the following pages. Our Nominating Committee had already taken aR&D Day.

moderna  2021 Proxy statement  |14

Back to Contents

significant step toward enhancing the Board’s oversight of a potential commercial launch through the additions of Dr. François Nader and Dr. Sandra Horning to the Board in late 2019 and early 2020, respectively. In July 2020, we welcomed Elizabeth Tallett to the Board, an experienced director with pharmaceutical industry and financial expertise. Ms. Tallett now chairs the Audit Committee, which has overseen an evolution in our financial reporting and our approach to risk management as we become a commercial company. Our Compensation Committee is overseeing a progression in our approach to talent management and compensation as we go through a rapid period of growth and commercialization. Lastly, our Product Development Committee continues to oversee our approach to vaccine developments for COVID-19 (including variants and boosters) while providing strategic oversight for the clinical development of our current and expanding pipeline.

Throughout the last year, the Board has remained engaged in ensuring that we also continue to look beyond COVID-19 and the current pandemic. As we look forward, the Board is focused on ensuring that we meet our first strategic priority of maximizing the impact of access to the Moderna COVID-19 Vaccine and value creation from this product. We believe this will lay the foundation for executing on our other strategic priorities, allowing to us continue to advance our Mission for patients and deliver value to our shareholders, our employees, our communities and our partners.

2024 Proxy statement

20

Board Committees

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

The charterscharter for each of the Audit, Compensation and Talent, and Nominating and Corporate Governance Committees arecommittees is available on the “Investors—Corporate Governance”“Governance—Governance Documents” section of our Investor Relations website, https://investors.modernatx.com.

	Audit Committee	The Audit Committee’s responsibilities include: • appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm; • pre-approving auditingaudit, 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. releases; •  discussing the guidelines and policies that govern the process by which the Company’s exposure to risk is assessed and managed by management; and •  exercising general oversight over the Company’s information security and technology risks, including the Company’s information security and related risk management programs.
Members: • Ms. Tallett (ChairsinceJanuary2021)(Chair) • Mr.Sagan (ChairfromApriltoDecember2020) • Mr.Berenson • Mr. Sagan
Meetingsin2020: 8 2023: 7 Independence: Our Board of Directors has determined that each member of the Audit Committee meets the heightened independence requirements for audit committee members prescribed by the SEC and Nasdaq, and that each has sufficient knowledge in financial and auditing matters to serve on the Audit Committee. Financial experts:experts: Our Board of Directors has determined that each of Ms. Tallett, Mr. Berenson and Mr. Sagan is each an “audit committee financial expert,” as defined in the applicable SEC rules.

Representative, recent discussion topics

	•	Financial reporting and significant accounting items, including as a result of our shift to a commercial market and in connection with the resizing of our manufacturing footprint
Representative, recent discussion topics	• Review	Ongoing enhancements to our cybersecurity program, including onboarding of accountingnew personnel and disclosure implicationsexecution against our updated cybersecurity strategic roadmap
	•	Ongoing evolution of our internal audit, tax and internal controls resulting from the commercializationcompliance functions as we scale and grow as a global organization
	•	Capital allocation strategy, including approach to investments, tax and oversight of mRNA-1273our share repurchase program

2024 Proxy statement

21