UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

Exchange Act of 1934 (Amendment No. )

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

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

Moderna, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

Table of contents
7	Proposal No. 1 Election of Directors
11	Governance
23	Director Compensation
26	Certain Relationships and Related Party Transactions
28	ESG Topics
32	Management
35	Proposal No. 2 Non-binding Advisory Vote to Approve the Compensation of our Named Executive Officers
36	Executive Compensation
69	Compensation and Talent Committee Report
70	Security Ownership of Certain Beneficial Owners and Management
72	Proposal No. 3 Ratification of Appointment of Independent Registered Public Accounting Firm
74	Audit Committee Report
75	Shareholder Proposal – Report on Feasibility of Transferring Intellectual Property
78	Information about the 2023 Annual Meeting of Stockholders

Notice of Annual Meeting of Stockholders

WEDNESDAY, MAY 3, 2023
8:00 a.m., Eastern Time
www.virtualshareholdermeeting.com/MRNA2023
HOW TO VOTE Review your proxy statement and vote in one of three ways:
	Internet www.proxyvote.com
	Telephone 1-800-690-6903
	Mail Complete, sign, date, and return your proxy card or voting instruction form
YOUR VOTE IS IMPORTANT. Even if you plan to participate in the Annual Meeting, we urge you to submit your proxy in advance to ensure your shares are represented. This will not affect your right to participate in the meeting and to vote your shares at that time. For additional information on voting and participating in the meeting, please see “Information About the 2023 Annual Meeting of Stockholders” beginning on page 78.

To the Stockholders of Moderna, Inc.:

You are cordially invited to the Annual Meeting of Stockholders of Moderna, Inc., which will be held on Wednesday, May 3, 2023, beginning at 8:00 a.m., Eastern Time (the Annual Meeting), for the following purposes:

1.

To elect three Class II directors, each to serve for a three-year term expiring at the 2026 annual meeting of stockholders;

2.

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

3.

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2023;

4.

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

5.

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

The Annual Meeting will be conducted virtually. You will be able to participate in the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/MRNA2023. 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 2023 Annual Meeting of Stockholders” beginning on page 78.

Our Board of Directors has fixed the close of business on March 8, 2023, as the Record Date for determining the stockholders that are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.

This proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2022, are first being mailed on or about March 16, 2023, to all stockholders entitled to vote at the Annual Meeting. These materials also are available at www.proxyvote.com, using the control number provided with your materials.

By order of the Board of Directors,

Stéphane Bancel

Chief Executive Officer and Director

Cambridge, Massachusetts

March 15, 2023

moderna  2023 Proxy statement  |  1

Proxy Summary

This summary highlights certain information from this Proxy Statement, but does not contain all the information that you should consider. Please read the entire Proxy Statement before voting your shares. For more complete information regarding Moderna’s 2022 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2022.

When	Where	Record date
Wednesday, May 3, 2023, at 8:00 a.m., Eastern time.	The meeting will be held virtually at www.virtualshareholdermeeting.com/MRNA2023	March 8, 2023

Meeting Agenda

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

Proposal		Board voting recommendation	Where to find more information
Elect three Class II directors, each for a three-year term		FOR all nominees	Page 7
Approve, on a non-binding, advisory basis, the compensation of our named executive officers		FOR	Page 35
Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2023		FOR	Page 72
Shareholder Proposal – Report on Feasibility of Transferring Intellectual Property		AGAINST	Page 75

moderna  2023 Proxy statement  |  2

Director Nominees

Name	Age	Independent	Principal occupation	Committees*					Other public boards	Director since
Class II directors nominated for re-election for a three-year term				Audit	Comp	Nom Gov	Prod	Sci Tech
Stephen Berenson	62		Managing Partner, Flagship Pioneering						1	2017
Sandra Horning, M.D.	74		Former Chief Medical Officer and Global Head of Product Development, Roche						3	2020
Paul Sagan	64		Senior Advisor, General Catalyst						1	2018
Continuing directors
Noubar Afeyan, Ph.D. Chairman	60		CEO, Flagship Pioneering; Co-founder and Chairman, Moderna						1	2010 Chairman since 2012
Stéphane Bancel	50		Chief Executive Officer, Moderna						0	2011
Robert Langer, Sc.D.	74		David H. Koch Institute Professor, MIT; Academic Co-Founder, Moderna						4	2010
François Nader, M.D.	66		Former President, CEO and Executive Director, NPS Pharmaceuticals						2	2019
Elizabeth Nabel, M.D.	71		EVP for Strategy, ModeX Therapeutics and Chief Medical Officer, OPKO Health						3	2015
Elizabeth Tallett	73		Former Principal, Hunter Partners						2	2020

  Chairman         Member * Comp = Compensation and Talent;
Nom Gov = Nominating and Corporate Governance; Prod = Product Development;
Sci Tech = Science and Technology

moderna  2023 Proxy statement  |  3

2022 Performance

COVID-19 vaccine	$18.4  billion	$18.2 billion
Spikevax (mRNA-1273) primary series approved under BLA for adults; authorizations in +70 countries for updated boosters targeting Omicron subvariants BA.1 (mRNA-1273.214) and BA.4/BA.5 (mRNA-1273.222).	in product sales revenue from primary and booster doses of our COVID-19 vaccines in 2022.	in cash, cash equivalents and investments as of December 31, 2022, enabling significant reinvestment in R&D, collaborations, potential M&A activity and return of excess capital through share buybacks.
3 Phase 3 programs	48  programs	3,900 employees
beyond our COVID-19 vaccines, including programs for RSV, seasonal flu and CMV, with regulatory submissions planned in the first half of 2023 for approval of RSV.	under development, reflecting continued progress across the pipeline, with 38 having entered the clinic, laying the groundwork for continued growth.	as of December 31, 2022, an increase from 2,700 at the end of the prior year, with Moderna employees in 17 countries globally as of year end.

Our Mission

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

About Moderna

Since our founding in 2010, we have transformed from a research-stage company advancing programs in the field of mRNA to a commercial enterprise with a diverse clinical portfolio of vaccines and therapeutics across seven modalities, a broad intellectual property portfolio, and integrated manufacturing capabilities that allow for rapid clinical and commercial production at scale. Moderna has established relationships with government and commercial collaborators, which has allowed for the pursuit of both groundbreaking science and rapid scaling of our manufacturing capabilities. Moderna’s capabilities came together to secure the authorization and approval of one of the earliest and most-effective vaccines against the COVID-19 pandemic.

moderna  2023 Proxy statement  |  4

Board Highlights

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

COVID Strategy	Board and Committee oversight of COVID strategy, including updates to boosters to target Omicron subvariants in response to regulatory and stakeholder feedback, obtaining regulatory authorizations, and ongoing delivery under supply contracts globally. Oversight of response to changing demand dynamics, including GAVI/COVAX request to be released from contract commitments for supply to low- and middle-income countries.
Phase 3 Trials	Advising on the design and launch of Phase 3 clinical trials for three new development programs beyond COVID-19: RSV, seasonal flu and CMV.
Personalized Cancer Vaccines	Overseeing investments to facilitate expanded clinical production needs associated with plans to advance personalized cancer vaccines (mRNA-4157) to a Phase 3 trial in collaboration with Merck.
Further Pipeline Development	Providing guidance on programs in rare diseases (PA, MMA, GSD1a) and across the broader portfolio, including vaccines against latent viruses and in new modalities, like inhaled pulmonary therapeutics. Moderna launched global public health initiatives, including a goal of developing vaccines against 15 priority pathogens by 2025 and the mRNA AccessTM program.
Capital Allocation	Advising on capital allocation, including significant investments in research and development (R&D), expanded manufacturing capacity in the U.S. and overseas, and Moderna’s first acquisition of another company—OriCiro Genomics. Moderna’s share repurchase program returned $3.3 billion to investors in 2022.
Scaling for Growth	Providing insight and guidance related to Moderna’s continued buildout as a commercial company, including in the areas of cybersecurity, financial processes and internal audit and compliance.
Talent Development	Overseeing new executive hires, including Moderna’s new Chief Financial Officer, Chief Commercial Officer, Chief Technical Operations and Quality Officer and Chief Information Officer, as well as significant growth in our employee base, from 2,700 to 3,900 employees during the year.
ESG Initiatives	Guiding Moderna’s ESG efforts, including: committing to net-zero carbon emissions in Scope 1 and Scope 2 by 2030, publishing greenhouse gas emissions data, committing to set a Scope 3 reduction target aligned to the Science Based Targets Initiative, publishing our first ESG Report, and launching the Moderna Charitable Foundation.

moderna  2023 Proxy statement  |  5

Compensation Highlights

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

●

Enhance alignment with shareholders through our pay-for-performance philosophy

●

Align with competitive market practices

●

Reflect input received from shareholders

Global Pay Equity Analysis	In 2022, conducted our first global pay equity study to analyze pay parity. Results demonstrated that Moderna provides equal pay for equal work, with no statistical disparity in pay by gender globally or by race and ethnicity in the U.S. We plan to continue to conduct annual pay equity studies.
Formulaic Bonus Scorecard	Continued to incorporate financial metrics into 2022 scorecard that informs the bonus pool, as well as incentivizing advancement of our broader development pipeline.
ESG Metrics	Added a vaccine access metric focused on making doses available to low- and middle-income countries for 2022 to incentivize meeting demand from these countries, as well as continuing to measure employee engagement.
Peer Group	Updated to reflect evolution of the Company, including competitive talent pool and status of Moderna as a commercial company.
At-Risk Compensation	Weighted the vast majority of compensation for the CEO and other NEOs to “at-risk” compensation, including bonus and equity awards (stock options, RSUs and PSUs) focusing on financial and operational goals, stock price appreciation and pipeline development goals.

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

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

CEO Target Pay Mix

Average NEO Target Pay Mix⁽¹⁾

(1)

Excludes Messrs. Meline and Gomez, and includes annualized target total compensation for Ms. Garay and Mr. Mock.

moderna  2023 Proxy statement  |  6

Proposal No. 1 Election of Directors

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

Nominees 

Our Nominating and Corporate Governance Committee has recommended, and our Board of Directors has approved, Stephen Berenson, Sandra Horning, M.D. and Paul Sagan as nominees for election as Class II directors at the Annual Meeting. Mr. Berenson has served on Moderna’s Board since 2017, Dr. Horning has served on the Board since 2020, and Mr. Sagan has served on the Board since 2018.

If you are a stockholder of record and you sign your proxy card or vote over the Internet or by telephone but do not give instructions with respect to the voting of directors, your shares will be voted FOR the election of Messrs. Berenson and Sagan and Dr. Horning. We expect that the nominees will serve if elected. However, if a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, proxies will be voted for any nominee who is designated by our Board of Directors to fill the resulting vacancy. If you own your Moderna stock through a broker, bank, or other nominee and you do not give voting instructions, then your shares will not be voted on this matter. For more information, please see “Information About the 2023 Annual Meeting of Stockholders—What if I do not specify how my shares are to be voted?” on page 80.

Vote Required 

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

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

moderna  2023 Proxy statement  |  7

Information About Moderna’s Directors

Nominees

Age: 62 Director since: 2017 Independent Committees: ● Compensation and Talent (chair) ● Audit 2022 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 allocation, mergers & acquisitions, public company board governance, shareholder engagement, regulation and risk management, obtained through a long career in investment banking and through his work at Flagship Pioneering guiding the growth and development of biotech companies.
	Other Public Boards	Education
	• Seres Therapeutics, Inc. (since 2019), Chair since 2019	• S.B. in mathematics from the Massachusetts Institute of Technology
	Mr. Berenson is a Managing Partner at Flagship Pioneering. He oversees Flagship’s capital formation and business development activities, is deeply involved in firm-wide strategy and the firm’s talent agenda and is a member of the firm’s resource allocation committee. Prior to joining Flagship, 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 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 and as Chair of the Board of Directors of Cellarity, both of which are privately held.

Age: 74 Director since: 2020 Independent Committees: ● Product Development (chair) ● Science and Technology 2022 Attendance: 100%	Sandra Horning, M.D.
	Qualifications
	Dr. Horning is qualified to serve on our Board of Directors because of her leadership experience in the pharmaceutical and healthcare industries, including drug development leadership experience across multiple therapeutic areas, her medical knowledge and her significant experience in the field of oncology.
	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, prior 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: 64 Director since: 2018 Independent Committees: ● Audit ● Nominating and Corporate Governance 2022 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, media and venture capital fields, including tenure as a public company CEO and director for multiple companies in the technology industry, with additional experience in finance and accounting, as well as human capital management.
	Other Public Boards	Education
	• VMware, Inc. (since 2014) • 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 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  2023 Proxy statement  |  8

Continuing Directors

Age: 60 Director since: 2010 Chairman since: 2012 Term expires: 2025 Independent Committees: ● Nominating and Corporate Governance (chair) ● Product Development ● Science and Technology 2022 Attendance: 100%	Noubar Afeyan, Ph.D.
	Qualifications
	Dr. Afeyan is qualified to serve on our Board of Directors because of his decades of experience co-founding, leading, and investing in numerous successful biotechnology companies. Dr. Afeyan is one of Moderna’s co-founders and has served as our Chairman since 2012.
	Other Public Boards	Education
	• Omega Therapeutics, Inc. (since 2016), Chair • Rubius Therapeutics, Inc. (2013-2022) • 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 is the founder and Chief Executive Officer of Flagship Pioneering, a company established in 1999 that creates bioplatform companies to transform human health and sustainability. He has served on the boards of numerous privately and publicly held companies. Dr. Afeyan entered biotechnology during its emergence as an academic field and industry, completing his doctoral work in biochemical engineering at MIT in 1987. He was a senior lecturer at MIT’s Sloan School of Management from 2000 to 2016, a lecturer at Harvard Business School until 2020, and he currently serves as a member of the MIT Corporation. In 2022, Dr. Afeyan was elected to the National Academy of Engineering.

Age: 50 Director since: 2011 Term expires: 2025 Committees: None 2022 Attendance: 100%	Stéphane Bancel
	Qualifications
	Mr. Bancel is qualified to serve on our Board of Directors because of his extensive leadership experience in the healthcare industry, experience as a director of public and private companies, and in-depth knowledge of Moderna’s operations from serving for more than a 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.

Age: 66 Director since: 2019 Term expires: 2025 Independent Committees: ● Compensation and Talent ● Product Development ● Science and Technology (Chair) 2022 Attendance: 96%	François Nader, M.D.
	Qualifications
	Dr. Nader is qualified to serve on our Board of Directors because of his extensive experience in integrated healthcare markets, international commercial experience, medical and regulatory affairs and governance expertise from his service as a public company CEO and as a director for numerous public companies.
	Other Public Boards	Education
	• Talaris Therapeutics, Inc. (since 2018), Chair • BenevolentAI (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) • 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 a senior advisor for Blackstone Life Sciences. 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.

moderna  2023 Proxy statement  |  9

Age: 74 Director since: 2010 Term expires: 2024 Independent Committees: ● Nominating and Corporate Governance ● Science and Technology 2022 Attendance: 100%	Robert Langer, Sc.D.
	Qualifications
	Dr. Langer is qualified to serve on our Board of Directors because of his pioneering academic work, extensive medical, scientific and regulatory knowledge and experience, and service on other public company boards of directors. Dr. Langer is one of the world’s most highly cited researchers and most decorated scientists.
	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 four years. He is an elected member of the National Academy of Sciences, the National Academy of Engineering and the National Academy of Medicine.

Age: 71 Director since: 2015 Term expires: 2024 Independent Committees: ● Nominating and Corporate Governance ● Product Development 2022 Attendance: 95%	Elizabeth Nabel, M.D.
	Qualifications
	Dr. Nabel is qualified to serve on our Board of Directors because of her extensive experience in the healthcare field, including senior positions with hospital administration, research universities, governmental organizations and with other companies in the healthcare industry.
	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
	Since March 2021, Dr. Nabel has served as Executive Vice President for Strategy at ModeX Therapeutics, a biotechnology company focused on immunotherapies for cancer and viral diseases. ModeX Therapeutics was acquired by OPKO Health, Inc. in May 2022, and since that time Dr. Nabel has also served as the Chief Medical Officer, part-time, of OPKO Health. 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: 73 Director since: 2020 Term expires: 2024 Independent Committees: ● Audit (chair) ● Compensation and Talent 2022 Attendance: 100%	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, including tenure as a Chair and lead independent director for several companies.
	Other Public Boards	Education
	• Elevance Health, Inc. (previously Anthem, Inc.) (since 2013), Chair since 2018 • Qiagen, Inc. (since 2011) • Principal Financial Group (2001-2021) • Meredith Corp., Inc. (2008-2021) • Coventry Health Care, Inc. (2004-2013)	• 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  2023 Proxy statement  |  10

Governance

Composition of our Board of Directors 

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

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

●

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 culture;

●

knowledge of our business;

●

understanding of the competitive landscape facing our business; and

●

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

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

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

Board Diversity

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

moderna  2023 Proxy statement  |  11

directors also identifies as Middle Eastern. As we pursue future Board recruitment efforts, our Nominating and Corporate Governance Committee will continue to seek out candidates who can contribute to the diversity of views and perspectives of the Board in accordance with the committee’s Policies and Procedures for Director Candidates. This includes seeking out individuals of diverse ethnicities, a balance in terms of gender, and individuals with diverse perspectives informed by other personal and professional experiences.

Board Diversity Matrix as of March 15, 2023

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	-	-

Staggered Board 

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

Board Highlights for 2022

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

COVID-19

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

moderna  2023 Proxy statement  |  12

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

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

Pipeline Development

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

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

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

Corporate Developments

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

moderna  2023 Proxy statement  |  13

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

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

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

Director Independence

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

In making this determination, the Board considered the relationships that each non-employee director has with Moderna and other relevant facts and circumstances. There are no family relationships among any of our directors or executive officers.

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

Board Leadership Structure 

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

moderna  2023 Proxy statement  |  14

Board’s Role in Risk Oversight

moderna  2023 Proxy statement  |  15

Limits on Board Service

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

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

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

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

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

Age and Term Limits

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

Governance Documents

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

moderna  2023 Proxy statement  |  16

Stockholder Engagement

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

Key Items Discussed with Stockholders in 2022-2023

Board Composition and Governance	Executive Compensation Programs	Auditor Appointment	ESG Initiatives
• Director recruitment and Board composition ● Board structure and independence ● Stockholder rights	● Program structure, including the evolution of our pay programs ● Our pay-for-performance philosophy ● Our 2022 say-on-pay vote	● Scope of tax fees paid in 2021 to the independent auditor • Remedial actions undertaken by the Audit Committee and management to limit non-audit spending	● Vaccine access initiatives ● Moderna’s patent pledge ● Net-zero carbon emissions commitment ● Transparency reporting (e.g., ESG Report, SASB, EEO-1 Report)

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

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

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

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

moderna  2023 Proxy statement  |  17

Board Committees 

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

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

  Audit Committee Members: • Ms. Tallett (Chair) • Mr. Berenson • Mr. Sagan   Meetings in 2022: 6 Independence:
Our Board of Directors has determined that each member of the Audit Committee meets the heightened independence requirements for audit committee members prescribed by the SEC and Nasdaq, and that each has sufficient knowledge in financial and auditing matters to serve on the Audit Committee. Financial experts:
Our Board of Directors has determined that each of Ms. Tallett, Mr. Berenson and Mr. Sagan is an “audit committee financial expert,” as defined in the applicable SEC rules. The Audit Committee’s responsibilities include: • appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm; • pre-approving audit, audit-related and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm; • reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements; • reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures, as well as the critical accounting policies and practices we use; • coordinating the oversight and reviewing the adequacy of our internal control over financial reporting; • establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns; • overseeing the Company’s internal audit function, including internal audit plans, budgeting and staffing and reviewing any findings resulting from audits; • recommending, based upon review and discussions with management and our independent registered public accounting firm, whether our audited financial statements should be included in our Annual Report on Form 10-K; • monitoring the integrity of our financial statements and compliance with legal and regulatory requirements as they relate to our financial statements and accounting; • preparing the Audit Committee Report required by SEC rules to be included in our annual proxy statement; • reviewing all related person transactions for potential conflicts of interest and approving all appropriate transactions; • reviewing quarterly earnings 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.

Representative, recent discussion topics

•

Financial reporting and significant accounting items, including as a result of our increased commercial operations

•

Evolution of the internal audit, tax and compliance functions as we scale and grow into a global organization

•

Cybersecurity and enhancing protection in light of a heightened threat environment

•

Capital allocation strategy, including approach to investments, tax planning and oversight of our share repurchase program and strategy

moderna  2023 Proxy statement  |  18

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 corporate goals and objectives relevant to our CEO’s compensation, evaluating the CEO’s performance, and making a recommendation to the Board for the CEO’s compensation; • approving the cash and equity compensation of our other executive officers; • overseeing the operation of all compensation plans, policies and programs in which executive officers participate, and other incentive, retirement, health and welfare and equity plans for our broader employee population; • reviewing the Company’s talent initiatives and strategies to attract, develop and retain key employees, and reviewing succession planning for key executive roles; • overseeing the Company’s human capital management strategies, policies, and practices, including those related to workforce belonging, inclusion and diversity, employee engagement and internal pay equity; • appointing and overseeing compensation consultants and other advisors retained by the Committee; • reviewing and recommending to the Board of Directors the compensation of our directors; and • preparing the Compensation Committee Report required by SEC rules to be included in our annual proxy statement.
Members: • Mr. Berenson (Chair) • Dr. Nader • Ms. Tallett
Meetings in 2022: 6 Independence: Our Board of Directors has determined that each member of the Compensation and Talent Committee meets the heightened independence requirements for compensation committee members prescribed by Nasdaq.
Representative, recent discussion topics • Recruitment and talent strategy for new executive hires, including our new Chief Financial Officer, Chief Commercial Officer and Chief Information Officer, and other key talent throughout the organization • Pay equity audit, talent strategy and updates to compensation practices to reflect the ongoing growth of the company • Evolution of the bonus program and performance-based compensation programs to reflect corporate strategy and ensure appropriate alignment of executives and employees • 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, such as political engagement, actions to mitigate risks related to climate change, as well as philanthropic initiatives, such as the Moderna Charitable Foundation.
Members: • Dr. Afeyan (Chair) • Dr. Langer • Dr. Nabel • Mr. Sagan
Meetings in 2022: 3
Representative, recent discussion topics • Board succession planning and new director recruitment efforts • Expansion and evolution of ESG efforts, including ESG reporting and carbon reduction initiatives • Shareholder engagement feedback and evolving expectations related to governance practices • Launch of the Moderna Charitable Foundation and focus areas for grantmaking

moderna  2023 Proxy statement  |  19

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 2022: 7
Representative, recent discussion topics: • Clinical developments related to our COVID-19 vaccine, including ongoing developments related to boosters and our next generation, refrigerator-stable, COVID-19 vaccine • Oversight of pivotal trials for our respiratory vaccine pipeline, including RSV and seasonal flu, and plans for commercial launch • Clinical trial results for the Company’s personalized cancer vaccine (mRNA-4157), and plans to advance to a pivotal Phase 3 trial and to expand into additional types of cancer • Clinical development of combination vaccine candidates • R&D- and pipeline-related goals included in 2023 performance-based compensation plans

Science and Technology Committee	The Science and Technology Committee’s responsibilities include: • reviewing, evaluating and advising the Board regarding platform development, including advances in mRNA science, delivery science and manufacturing process science and related investments; • identifying significant emerging science and technology issues and trends relevant to our mRNA platform; • reviewing, evaluating and advising the Board regarding potential new modalities and strategies to expand the utility of existing modalities; and • reviewing and advising the Board regarding our overall intellectual property strategies.
Members: • Dr. Nader (Chair) • Dr. Afeyan • Dr. Horning • Dr. Langer
Established in December 2022 – No meetings during the year
The Science and Technology Committee was formed in December 2022 to provide additional oversight of matters related to the Company’s platform technology and investments and its intellectual property strategy.

Board and Committee Meetings 

Each director is expected to make reasonable efforts to attend all Board and applicable committee meetings. Attendance is taken into account by the Nominating and Corporate Governance Committee and the Board when they assess directors for re-nomination to the Board. Each director is also expected to attend our annual stockholder meetings, and all of our directors attended the 2022 Annual Meeting of Stockholders.

The full Board of Directors met ten times in formal meetings during 2022, in addition to holding frequent calls and informal sessions. Each director attended (virtually or in person) at least 95% of the aggregate meetings of the Board (held while such person was a director) and meetings held by all committees of the Board on which such person served.

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

Board Self-Evaluation

Pursuant to our Corporate Governance Guidelines, our Board has committed to conduct a self-evaluation at least annually to assess whether the Board and its committees are functioning effectively. Our Board committees conduct self-evaluations periodically to assess whether they are functioning effectively. Any such evaluation will consider the performance of the Board or the committee, as the case may be, as a unit (rather than the performance of any individual director). The Nominating and Corporate Governance Committee oversees our annual self-evaluation process.

moderna  2023 Proxy statement  |  20

In 2022, the Board’s self-evaluation was conducted by an independent third-party who conducted individual interviews with each director regarding the Board’s operations. The results of this feedback are in the process of being implemented, and will be further developed with the full Board in 2023. In the past, these self-evaluations have informed decisions regarding Board operations and Board composition, which have been acted upon by the Nominating and Corporate Governance Committee.

Compensation Committee Interlocks and Insider Participation

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

Director Onboarding

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

How to Contact the Board

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

●

By e-mail to ir@modernatx.com; or

●

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

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

●

By e-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 https://moderna.whispli.com/compliancehotline (which may be done anonymously); or 

●

By calling the Compliance Hotline at 844-971-2551.

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

Stockholder Recommendations for Director Nominations

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

To recommend a director nominee, a stockholder should send the following information to our Corporate Secretary as described on page 82 under “Information about the 2023 Annual Meeting of Stockholders—How can I contact the Corporate Secretary?”:

●

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 years 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).

moderna  2023 Proxy statement  |  21

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

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

moderna  2023 Proxy statement  |  22

Director Compensation

Annual Cash Retainers

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

Annual Retainer for service on the Board of Directors	$	80,000
Additional Annual Retainer for service as:
Non-Executive Chairman of the Board of Directors	$	50,000
Committee Chair	$	20,000

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

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

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

Equity Grants

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

On the date of each annual meeting of stockholders, each continuing non-employee director is granted an equity award with an aggregate targeted grant date fair value of $425,000 (the Annual Grant). Beginning in April 2022, the value of each Annual Grant may be delivered solely as stock options or in the form of a mix of RSUs and stock options as chosen by each non-employee director, provided that no more than 25% of such value may be delivered in the form of RSUs. The option and RSU portions of the Annual Grant vest in full on the earlier of the one-year anniversary of the grant date and the next annual meeting of stockholders, if the recipient has continuously served as a director through the applicable vesting date.

The stock option portion of each director equity grant has an exercise price per share equal to the closing price of a share of Moderna’s common stock on the date of grant, and an expiration period of ten years from the grant date. The number of stock options granted for any director equity grant is determined by dividing the value attributable to the stock

moderna  2023 Proxy statement  |  23

option award by the product of (i) the average closing stock price over the preceding 20-trading days up to and including the last trading day immediately preceding the grant date and (ii) the Black-Scholes ratio, which is calculated using the Black-Scholes value of a stock option on the grant date divided by the closing stock price on the effective date of grant. The number of RSUs granted for any director equity grant is determined by dividing the value attributable to the RSU award by the average closing stock price over the preceding 20-trading days up to and including the last trading day immediately preceding the grant date. If a new non-employee director joins our Board of Directors between annual meetings of stockholders, then such non-employee director will be granted a pro-rata portion of the Annual Grant based on the time between such director’s appointment and our next annual meeting of stockholders. The director equity grants are subject to full accelerated vesting upon a “sale event,” as defined in the Company’s 2018 Stock Option and Incentive Plan (the 2018 Stock Plan).

Other Compensation Details

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

Employee directors receive no additional compensation for their service as a director. We reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our Board of Directors or any committee thereof. We have in the past provided, and may in the future provide, security services to our directors.

Non-Employee Director Stock Ownership Policy

Our Stock Ownership Policy provides that on or before December 31, 2024, or the fifth anniversary of an individual director’s appointment to the Board (whichever is later) each non-employee director must own shares of Moderna’s common stock equal to at least six times the amount of the annual cash retainer paid for regular service on the Board, exclusive of committee fees (i.e., $480,000 of Moderna stock). For more information, see “Equity-Related Policies and Practices—Non-Employee Director and Executive Officer Stock Ownership Policy,” below.

Non-Employee Director Compensation Table

The following table provides information regarding the total compensation that was earned by or paid to each of our non-employee directors during the year ended December 31, 2022. Mr. Bancel, our Chief Executive Officer, did not receive any additional compensation for his service as a director. Mr. Bancel’s compensation is discussed in the Compensation Discussion and Analysis, which begins on page 36. The amounts below for Option Awards and Stock Awards reflect the grant date fair value of these awards, which, together, are lower than the target value due to the fact that the number of RSUs and stock options granted was calculated based upon the 20-trading day average closing price prior to grant, as described under “—Equity Grants,” above.

Name	Fees Earned or Paid in Cash		Stock Awards(1)(2)		Option Awards(1)		All Other Compensation		Total
Noubar Afeyan, Ph.D.(3)	$	150,000	$	—	$	382,295	$	1,844(4)	$	534,139
Stephen Berenson(5)		94,000		95,488		286,703		—		476,191
Sandra Horning, M.D.(6)		81,250		95,488		286,703		—		463,441
Robert Langer, Sc.D.(7)		70,625		—		382,295		—		452,920
Elizabeth Nabel, M.D.(8)		78,125		95,488		286,703		—		460,316
François Nader, M.D.(9)		85,000		—		382,295		—		467,295
Paul Sagan(10)		82,125		—		382,295		—		464,420
Elizabeth Tallett(11)		96,250		—		382,295		—		478,545

(1)

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, 2022, calculated in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the equity awards reported in these columns are set forth in Note 14 to our Consolidated Financial Statements for the year ended December 31, 2022 included in our Annual Report. The amounts reported in these columns reflect the grant date fair value for each award, and, together, differ from the targeted amounts for 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.

moderna  2023 Proxy statement  |  24

(2)

As of December 31, 2022, each non-employee director who selected RSUs as part of their annual equity award held 670 unvested RSUs.

(3)

As of December 31, 2022, Dr. Afeyan held outstanding options to purchase a total of 164,934 shares of our common stock, 159,519 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, 2022, 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.

(4)

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.

(5)

As of December 31, 2022, Mr. Berenson held options to purchase a total of 163,580 shares of our common stock, 159,519 of which were vested.

(6)

As of December 31, 2022, Dr. Horning held options to purchase a total of 43,608 shares of our common stock, 39,547 of which were vested.

(7)

As of December 31, 2022, Dr. Langer held options to purchase a total of 293,502 shares of our common stock, 288,087 of which were vested.

(8)

As of December 31, 2022, Dr. Nabel held options to purchase a total of 9,281 shares of our common stock, 5,220 of which were vested.

(9)

As of December 31, 2022, Dr. Nader held options to purchase a total of 62,275 shares of our common stock, 56,860 of which were vested.

(10)

As of December 31, 2022, Mr. Sagan held options to purchase a total of 119,185 shares of our common stock, 113,770 of which were vested.

(11)

As of December 31, 2022, Ms. Tallett held options to purchase 33,315 shares of our common stock, 27,900 of which were vested.

moderna  2023 Proxy statement  |  25

Certain Relationships and Related Party Transactions

Other than the ordinary course compensation agreements described under the sections entitled “Director Compensation” and “Compensation Discussion and Analysis” and the transactions described below, since the beginning of the fiscal year ended December 31, 2022, there has not been and there is not currently proposed, any transaction or series of similar transactions to which we were, or will be, a party in which the amount involved exceeded, or will exceed, $120,000 and in which any director, executive officer, holder of five percent or more of any class of Moderna’s capital stock, or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest.

Agreements With Our Stockholders

Investor Rights Agreement

Prior to our IPO, we entered into a second amended and restated Investor Rights Agreement with certain of our stockholders. The Investor Rights Agreement provides the holders of approximately 47.3 million shares of our common stock rights with respect to the registration of those shares under the Securities Act of 1933, as amended (the Securities Act), including demand registration rights, short-form registration rights, and piggyback registration rights.

Demand registration rights

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

Short-form registration rights

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

Piggyback registration rights

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

Expiration of registration rights

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

moderna  2023 Proxy statement  |  26

Indemnification Agreements

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

Policies for Approval of Related Party Transactions

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

moderna  2023 Proxy statement  |  27

ESG Topics

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

Medicines for Patients

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

Our Global Public Health Strategy

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

Key Pillars of our Global Public Health Strategy

Promoting Vaccine Access

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

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

moderna  2023 Proxy statement  |  28

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

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

Medicines for Rare Diseases

Our pipeline includes potential therapeutics to address rare diseases, such as propionic acidemia, methylmalonic acidemia, phenylketonuria, glycogen storage disease type 1a, and autoimmune diseases that have not been addressed through traditional approaches. Partnerships with Vertex Pharmaceuticals and the Chiesi Group aim to address cystic fibrosis and pulmonary arterial hypertension, respectively. Additionally, we are collaborating with the Institute for Life Changing Medicines (ILCM) to develop an mRNA therapeutic for Crigler-Najjar Syndrome Type 1 (CN-1), an ultra-rare disease with only an estimated 70-100 known cases in the world. The goal of the collaboration is to make an mRNA therapy for the treatment of CN-1 available at no cost to patients. We have licensed our mRNA therapeutic to ILCM with no upfront fees or downstream payments. ILCM is responsible for the clinical development of the therapeutic.

Clinical Trial Diversity

We are committed to increasing diversity in our clinical trials by identifying the barriers that currently impede inclusion, and implementing approaches to more efficiently identify, engage, recruit and retain study participants from racial and ethnic minority communities and vulnerable populations. When we recognized minority under-representation in the Phase 3 study of mRNA-1273, our original COVID-19 vaccine, we decided to slow down the overall study enrollment to ensure diverse representation. At the conclusion of enrollment, the study included more than 11,000 participants from communities of color, representing 37% of the study population. For the Phase 3 clinical trial of our cytomegalovirus (CMV) vaccine candidate, we set a goal of enrolling a diverse group of participants, including approximately 42% of participants in the U.S. representing persons of color. Similarly, for the Phase 3 clinical trial of our RSV vaccine candidate, we set a goal of enrolling approximately 31% participants in the U.S. representing persons of color.

Climate Change and the Environment

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

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

•

Establishing baseline metrics including energy, waste and water to inform the creation and implementation of a comprehensive environmental sustainability program;

•

Developing a comprehensive renewable energy strategy;

•

Incorporating sustainable design and construction elements into all new projects, starting with our new manufacturing plants in Canada, Australia, the U.K. and Kenya, including access to renewable energy sources and LEED Certifications as part of site selection criteria;

moderna  2023 Proxy statement  |  29

•

Encouraging green transportation among our employees by offering fully subsidized public transport, bike sharing and free electric vehicle charging stations across all campuses; and

•

Working with each of our key suppliers to align on actions to move to net-zero carbon and partnering across industries to seek innovative solutions and achieve net-zero targets.

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

Human Capital Management

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

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

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

moderna  2023 Proxy statement  |  30

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

•

increasing our monitoring and reporting of company-wide gender and ethnicity data;

•

including a belonging, inclusion and diversity focus in every employee engagement survey;

•

continuing to invest in our Employee Resource Groups, which are voluntary, employee-led groups that harness the power of belonging in service to our people, our Company and the community at large;

•

joining the Disability:IN Inclusion Works Program, an initiative that assists employers in all aspects of disability inclusion at work; and

•

conducting diversity-related events, celebrations and learning opportunities for all employees throughout the year.

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

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

Community

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

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

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

moderna  2023 Proxy statement  |  31

Management

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

Age: 50 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: 58 Joined Moderna in August 2017 and in current role since January 2023	Juan Andres, President, Strategic Partnerships and Enterprise Expansion
	Professional background
	Served as Moderna’s Chief Technical Operations and Quality Officer from August 2018 until December 31, 2022. 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. In February 2023, we announced that Mr. Andres will retire from Moderna at the end of May 2023.
	Education
	• Universidad de Alcalá in Spain, degree in pharmacy

Age: 57 Joined Moderna in October 2022 and in current role since January 2023	Jerh Collins, Chief Technical Operations and Quality Officer
	Professional background
	Novartis from 1993 to 2022, most recently as Chief Culture Officer. During his nearly 30 years at Novartis, Mr. Collins held roles of increasing responsibility focused on pharmaceutical production and manufacturing, including roles serving as Head of Global Chemical Operations and Anti-Infectives and as Head of Global Chemical Operations.
	Education
	• University College Cork, Bachelor of Science in chemistry • University College Cork, Ph.D. in organic chemistry

Age: 57 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  2023 Proxy statement  |  32

Age: 43 Joined Moderna and in current role since October 2019	Tracey Franklin, Chief Human Resources Officer
	Professional background
	Merck & Co. 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: 44 Joined Moderna and in current role since May 2022	Arpa Garay, Chief Commercial Officer
	Professional background
	Merck & Co. from 2006 to 2022, most recently as Chief Marketing Officer for Merck’s Human Health business. Prior to this role, Ms. Garay served in a number of positions including president of global oncology and digital.
	Education
	• Massachusetts Institute of Technology, B.S. in economics

Age: 47 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.
	Education
	• Amherst College, B.A. in neuroscience • University of California, San Francisco, M.D.

Age: 51 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.
	Education
	• University of Notre Dame, B.A. in psychology • University of North Carolina at Chapel Hill, J.D.

Age: 50 Joined Moderna and in current role since January 2023	Brad Miller, Chief Information Officer
	Professional background
	Capital One from 2021 to 2023 as Executive Vice President, Chief Technology Officer. Previously, Mastercard from 2017 to 2021 as Executive Vice President, Operations and Technology; Citi from 2015 to 2017 as Managing Director, Head of Global Digital and Cloud Technology; and Amazon, in roles of increasing responsibility.
	Education
	• University of Waterloo, B.S. in human factors • University of Nottingham, M.S. in human computer interaction in systems engineering

moderna  2023 Proxy statement  |  33

Age: 46 Joined Moderna and in current role since September 2022	James Mock, Chief Financial Officer
	Professional background
	PerkinElmer from 2018 to 2022 as Senior Vice President and Chief Financial Officer. Mr. Mock joined PerkinElmer from General Electric, where he served in a number of positions between 1999 and 2018, most recently as Vice President Corporate Audit Staff.
	Education
	• St. Lawrence University, B.A. in economics

moderna  2023 Proxy statement  |  34

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

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

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

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

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

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

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

Vote Required

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

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  2023 Proxy statement  |  35

Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes our executive compensation program and the 2022 compensation for our named executive officers (our NEOs). This Compensation Discussion and Analysis should be read with the compensation tables and related disclosures for our NEOs.

Table of Contents

Executive Summary 36

Overview of Executive Compensation Program 41

Governance of Executive Compensation Program 43

Primary Elements of Executive Compensation Program 45

Other Employee Benefits & Perquisites 50

Employment Arrangements with our NEOs 51

Equity-Related Policies and Practices 53

Executive Compensation Tables 55

CEO Pay Ratio 64

Pay Versus Performance 64

Other Compensation Policies and Practices 68

Executive Summary

Moderna is pioneering messenger RNA (mRNA) therapeutics and vaccines to deliver the greatest possible impact to people through mRNA medicines. Our mRNA platform builds on continuous advances in basic and applied mRNA science, delivery technology and manufacturing, providing the Company the capability to pursue in parallel a robust pipeline of new development candidates. We are developing therapeutics and vaccines for infectious diseases, immuno-oncology, rare diseases, autoimmune and cardiovascular diseases, independently and with strategic collaborators.

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

•

We delivered again in the fight against COVID-19 with two authorized Omicron-targeting bivalent vaccines, mRNA-1273.214 and mRNA-1273.222, bringing the latter to market in less than two months. Today, our COVID-19 vaccines have been approved in more than 70 countries as we continue to build our respiratory vaccines franchise.

•

Our platform technology also delivered the world’s first-ever mRNA cancer treatment to show efficacy in a randomized Phase 2 study. By making an individualized medicine for each unique patient, we are pioneering a new frontier in the fight against cancer. And in another important advancement this year, we are seeing early promise in two rare disease programs.

•

We also made important progress on advancing our respiratory vaccine candidates, advancing first-in-class vaccines against key latent viruses, and advancing our pipeline of therapeutics based on mRNA-encoded proteins and mRNA-encoded gene editing enzymes.

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

1.

Continue to scale our owned and partnered global manufacturing capabilities to maximize the production of our COVID-19 vaccine, deliver on our commercial execution plans, and ultimately optimize our impact on human health.

2.

Advance our strategy for disrupting the respiratory vaccines business, starting in older adults.

3.

Capitalize on the opportunity in complex antigen vaccines and execute on demonstrating proof of concept in multiple therapeutic settings.

4.

Seamlessly advance platform technology from innovation to scale and implementation in vaccine and therapeutic programs across the scientific organization.

5.

Act responsibly towards our patients, employees, and communities.

In designing our annual corporate objectives, we focus on those shorter-term milestones that we believe will help us move closer to bringing new mRNA medicines to patients. Our Executive Committee members are also granted performance-based restricted stock units (PSUs) with three-year performance periods that maintain focus on our long-term strategy. Stock options help reinforce the long-term orientation of our executives as they have a four-year vesting period and expire after ten years, and only convey value if our stock price appreciates. We believe this general design, which focuses on long-term objectives, coupled with an ability to pivot quickly to adapt our compensation plans, has enabled us to deliver for patients and our stockholders.

moderna  2023 Proxy statement  |  36

Corporate Performance Highlights

Our executive compensation program seeks to incentivize and reward strong corporate performance. Highlights of our 2022 corporate performance are set forth below.

COVID-19 Vaccine

•

The most heavily weighted factor in the assessment of our 2022 performance is product sales for our COVID-19 vaccine. While sales grew year-over-year by 4% to $18.4 billion, this performance fell short of our internal targets. Part of this shortfall was related to factors beyond our control, including the cancellation of orders by COVAX due to a lack of demand for which we had expected $2.8 billion in sales. Other factors, such as scaling manufacturing with contract manufacturing partners and a shift to demand for Omicron-targeting boosters, also impacted results.

•

Operating income of $9.4 billion for 2022 also fell short of internal targets. Similar to product sales, a significant part of this shortfall was due to the cancellation of orders by COVAX, which increased non-standard cost of sales, and without these cancellations we estimate operating income would have been $1.7 billion higher, at $11.1 billion. Similar to sales, a shift in demand to Omicron-targeting booster and related non-standard cost of sales adversely impacted our operating income.

•

In support of our access goals, we made at least 480 million doses of our COVID-19 vaccine available to low- and middle-income countries.

Advancing Our Pipeline and Science

We continued to advance our pipeline, including:

•

Obtained full approval of our COVID-19 vaccine in key markets globally, as well as obtaining timely authorization of our Omicron-targeting boosters.

•

Triggered the interim efficacy analysis in the Phase 3 study of our RSV vaccine in older adults.

•

Advanced our late-stage respiratory vaccine pipeline by fully enrolling participants in the Phase 3 immunogenicity and safety study of our first seasonal influenza candidate, and initiated the Phase 3 efficacy study.

•

Progressed several combination respiratory vaccine candidates into the clinic, including our combination vaccine candidate targeting COVID-19, influenza, and RSV.

•

Announced that our personalized cancer vaccine met its primary efficacy endpoint in the Phase 2b trial, positioning it to advance to a Phase 3 trial in 2023.

Corporate

•

Brought on new leaders in 2022 who will help us scale during our next phase of growth as we prepare for several upcoming new product launches.

•

Expanded operations to cover 17 countries and entered into 10-year strategic agreements with Australia, Canada and the UK to bring pandemic response capabilities as well as mRNA research, development and manufacturing capabilities to these countries.

•

Achieved scores above peer benchmarks for belonging in employee surveys, reflecting strong employee engagement.

•

Committed to maintaining a great work environment for our employees, as exemplified by our eighth consecutive year ranked as a best company to work for by Science in 2022.

2022 PSU Objectives

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

1.   Advancing our combination respiratory vaccine strategy.

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

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

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

Payouts for each of the performance goals underlying the PSUs can range from 50% of the targeted number of shares for threshold performance, 100% for target performance and 200% for maximum performance.

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

moderna  2023 Proxy statement  |  37

Overview of Compensation for Our Named Executive Officers

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

Chief Executive Officer Age: 50	Stéphane Bancel
	Performance Assessment: On the basis of the recommendation of the Compensation and Talent Committee (Compensation Committee), our independent directors approved a bonus for Mr. Bancel at 120% of target, consistent with the overall corporate multiplier, based on his ongoing leadership across the business and of our executive team as we executed our strategy for 2022, which included: • Delivering on our COVID-19 strategy by achieving the authorization of two Omicron-targeting bivalent vaccines, which led to $18.4 billion in product sales for 2022, and laying the groundwork for our shift to a commercial market • Continuing to advance our mRNA technology and pipeline of programs, including launching several late-stage clinical trials • Continuing to scale Moderna as a global commercial company • Onboarding four new Executive Committee leaders during 2022 to help Moderna scale during our next phase of growth as we prepare for several upcoming new product launches • Advancing our ESG strategy, as evidenced by the launch of our Global Public Health strategy to advance 15 priority pathogens that threaten global health by 2025, publishing our first ESG Report and hosting our first ESG Day for investors
		Salary: $1,500,000 (50% increase over 2021) Bonus: $2,700,000, based on target of 150% of salary, with 120% payout, reflecting overall company performance Equity Awards(1): $15,000,000, delivered 75% in stock options and 25% in PSUs (based on 2021 performance)

Chief Financial Officer Age: 46	James Mock
	Performance Assessment: The Compensation Committee rated Mr. Mock’s individual performance factor at 100% in determining his bonus for 2022, in recognition of the following achievements: • Driving our enterprise business transformation project to rebuild a foundation to simplify, standardize and digitize our core processes to enhance current operations, prepare for growth and enable our people • Continuing efforts to find efficiencies with expanding the Moderna Enterprise Solution Hub (MESH) portfolio to provide services and solutions for almost all corporate functions within Moderna with processes on a global scale • Driving Moderna’s first ever acquisition of another company, Japanese DNA manufacturer, OriCiro Genomics, which will provide a critical upgrade for our development capabilities, to speed up manufacturing timelines
		Salary: $227,885 (based on $750,000 salary, pro-rated from September 6, 2022) Signing Bonus: $1,000,000 Pro-Rated Bonus: $259,644, based on target of 90% of salary, with 120% payout, pro-rated based on start date, reflecting 100% individual assessment Equity Awards(1): New hire equity award of $6,000,000, delivered 50% in stock options and 50% in RSUs

(1)

Amounts shown for equity awards reflect target value, not grant date fair value. For grant date fair value, see the Summary Compensation Table on page 55.

moderna  2023 Proxy statement  |  38

Former Chief Financial Officer Age: 65	David Meline
	Performance Assessment: The Compensation Committee did not conduct a performance review for Mr. Meline as he retired from the Company in September 2022, following the appointment of Mr. Mock as Chief Financial Officer. Under the terms of his Executive Retirement and Strategic Consulting Agreement, Mr. Meline was paid a bonus at target, pro-rated for his time as Chief Financial Officer during the year.
		Salary: $426,497 (based on $700,000 salary, a 13% increase over 2021, pro-rated through September 5, 2022) Pro-Rated Target Bonus: $428,055, based on target of 90% of salary, paid pro-rata through last date of employment as CFO Equity Awards(1): $4,000,000, delivered 50% in stock options, 25% in RSUs and 25% in PSUs (based on 2021 performance)

President Age: 47	Stephen Hoge, M.D.
	Performance Assessment: The Compensation Committee rated Dr. Hoge’s individual performance factor at 120% in determining his bonus for 2022, in recognition of the following achievements in his leadership of our clinical development programs: • Leading clinical advancement of our COVID-19 booster efforts, resulting in the launch of two Omicron-targeting booster vaccines in less than a year • Advancing our RSV vaccine candidate from a Phase 1 trial to a fully enrolled, 37,000-participant Phase 3 clinical trial in 13 months, with efficacy demonstrated at the first interim analysis • Delivering Phase 2b study results demonstrating that our personalized cancer vaccine, in combination with KEYTRUDA can improve recurrence-free survival rates in patients with resected melanoma with high risk of recurrence, compared to KEYTRUDA alone
		Salary: $1,000,000 (43% increase over 2021) Bonus: $1,440,000 based on target of 100% of salary, with 144% payout, reflecting 120% individual assessment Equity Awards(1): $6,500,000, delivered 50% in stock options, 25% in RSUs and 25% in PSUs (based on 2021 performance)

President, Strategic Partnerships and Enterprise Expansion Age: 58	Juan Andres
	Performance Assessment: The Compensation Committee rated Mr. Andres’ individual performance factor at 90% in determining his bonus for 2022, in recognition of the following achievements and factors: • Overseeing the build out of manufacturing operations to support our accelerated growth • Pivoting quickly to bring two Omicron-targeting bivalent vaccines to market, including one (mRNA-1273.222) to the market in less than two months • Facilitating a smooth transition to our next manufacturing lead • Addressing the challenges associated with manufacturing and supply chain in connection with the launch of COVID-19 boosters
		Salary: $700,000 (17% increase over 2021) Bonus: $567,000, based on target of 90% of salary, with 90% payout, reflecting 90% individual assessment Equity Awards(1): $5,000,000, delivered 50% in stock options, 25% in RSUs and 25% in PSUs (based on 2021 performance)

(1)

Amounts shown for equity awards reflect target value, not grant date fair value. For grant date fair value, see the Summary Compensation Table on page 55.

moderna  2023 Proxy statement  |  39

Chief Commercial Officer since May 2022 Age: 44	Arpa Garay
	Performance Assessment: The Compensation Committee rated Ms. Garay’s individual performance factor at 100% in determining her bonus, in recognition of the following achievements since joining Moderna in May 2022: • Working with governments and health authorities to increase patient access and secure advanced purchase agreements for key markets • Building commercial/digital capabilities to prepare for a transition to an endemic, competitive market for COVID vaccines beginning in 2023 • Expanding the organization to broaden geographical footprint and to enable commercial readiness for pipeline products
		Salary: $458,462 (based on $800,000 salary, pro-rated from May 31, 2022) Signing Bonus: $1,500,000 Pro-Rated Bonus: $508,932 based on target of 90% of salary, with 120% payout, pro-rated based on start date, reflecting 100% individual assessment Equity Awards(1): New hire equity award of $5,000,000, delivered 50% in stock options and 50% in RSUs

Jorge Gomez

Role: Former Chief Financial Officer

Background: Mr. Gomez, 54, was recruited to succeed Mr. Meline as Chief Financial Officer. He joined the Company on May 9, 2022. On May 10, 2022, Mr. Gomez’s former employer, Dentsply Sirona, Inc. (Dentsply), publicly disclosed an ongoing internal investigation into certain matters, including financial reporting. The fact of the investigation and its scope had not previously been disclosed to Moderna. The same day, Mr. Gomez was terminated from the role of Chief Financial Officer, forfeiting his signing bonus, eligibility for relocation reimbursement, bonus eligibility and eligibility for new hire equity awards, which were never granted.

Severance: In connection with his original offer, Mr. Gomez became party to the Company’s Amended and Restated Executive Severance Plan, pursuant to which he was entitled to one year’s salary (paid bi-weekly) and 12 months of COBRA benefits in connection with a termination of his employment. As such, Mr. Gomez was paid $430,769 (the portion of his annual salary of $700,000 paid during 2022). Mr. Gomez did not enroll in COBRA benefits after the termination of his employment. On May 13, 2022, the Company and Mr. Gomez entered into an Executive Separation Agreement and Release, pursuant to which the Company retains the right to terminate, suspend or seek repayment of any severance payments if the Company determines that Mr. Gomez engaged in wrongdoing or if he is required to pay a fine, penalty or disgorgement in any investigation by Dentsply or the SEC related to Dentsply’s internal investigation was disclosed on May 10, 2022. In return, Mr. Gomez provided a release of claims against the Company.

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

(1)

Amounts shown for equity awards reflect target value, not grant date fair value. For grant date fair value, see the Summary Compensation Table on page 55.

moderna  2023 Proxy statement  |  40

Overview of Executive Compensation Program

Executive Compensation Philosophy

Our executive compensation program is guided by our overarching philosophy of paying for demonstrable performance and impact. We are focused on our mission to “Deliver the greatest possible impact to people through mRNA medicines.”

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

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

●

Pay for performance by establishing competitive opportunities to incentivize high performance and deliver greater rewards when corporate and individual performance exceed expectations and lower compensation when corporate or individual performance falls short. Performance is measured by financial, operating and strategic performance, return to shareholders and individual contributions.

●

Attract, motivate and retain industry-leading talented individuals through well-designed compensation programs that motivate our executives to achieve rigorous corporate objectives that are important to our business and long-term success.

●

Establish a competitive rewards program by evaluating the practices of our peers and market data to validate that we are competitive with other companies who compete with us for talent.

●

Align the interests of our executives and our stockholders to drive the creation of sustainable long-term value.

●

Balance a combination of compensation elements to achieve an appropriate balance between cash and equity awards. The annual cash bonus is intended to motivate individuals to successfully execute on short-term financial and strategic objectives. Equity awards are intended to focus executives on the long-term success of the organization.

2022 Say on Pay Vote and Stockholder Engagement

In 2022, 93% of stockholders at our Annual Meeting who voted on our “say on pay” proposal supported the pay actions we took in the prior year. We believe this vote is indicative of strong support for our pay programs and their general design. Accordingly, our Compensation Committee maintained the general structure of our pay programs for 2022. For additional detail, see “Governance—Stockholder Engagement” above.

Executive Compensation Program Design

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

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

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

moderna  2023 Proxy statement  |  41

In 2021, we introduced performance-based restricted stock units (PSUs) into our equity programs for our Executive Committee members. These PSUs generally focus on the achievement of pipeline goals for our development programs over a three-year performance period, with “cliff” vesting at the end of the period only if the pipeline goals, as described on page 37, are achieved. The objective of this program is to promote the achievement of longer-term objectives and the development of a robust pipeline of mRNA medicines. With the introduction of PSUs in 2021, the long-term incentive mix was prescribed for each of our Executive Committee members as described below.

	Stock Options	PSUs	RSUs
CEO	75%	25%	—
Other Executive Committee Members	50%	25%	25%

Stock options and RSUs granted to our executive team in 2022 have a standard vesting schedule of 25% after one year and quarterly vesting over the next three years. We believe RSUs also reward growth in the market price of our common stock because they derive additional value from stock price appreciation, they help our executives build actual stock ownership, and they are less dilutive to our stockholders because they require fewer shares than stock options to deliver the same dollar value of an award. In addition, we believe that the multi-year vesting requirements applicable to both stock options and RSUs encourage retention because our executives are incentivized to remain employed through the vesting period.

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

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, other than eligibility for additional long-term disability insurance that we offer at the VP level and up.
	Retain an Independent Compensation Advisor. The Compensation Committee engages its own advisor to provide information, analysis and advice on executive compensation decisions, independent of management.		No Executive Retirement Plans. We do not offer pension or retirement plans to our executive officers that are different from or in addition to those offered to our other employees.
	Hold 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.
	Deliver Significant At-Risk Compensation. Our executive compensation program is designed so that a significant portion of our executive officers’ compensation is “at risk” based on our corporate and stock performance, 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 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, dependent upon our stock price and pipeline development goals.		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.
	Require 10b5-1 Plans. Require our executives to plan any stock trading in advance through the use of 10b5-1 plans.
	Maintain a 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.
	Mitigate Undue Risk-Taking. Employ the use of multiple performance goals and performing annual compensation risk assessments.

moderna  2023 Proxy statement  |  42

Governance of Executive Compensation Program

Role of the Compensation Committee and the Board of Directors

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

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

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

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

Compensation-Setting Factors

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

●

our performance during the year, based on business and corporate goals and priorities established by the CEO and the Board;

●

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 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.

Role of Management

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

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

moderna  2023 Proxy statement  |  43

Role of Compensation Consultant

The Compensation Committee engages an external compensation consultant to assist it by providing information, analysis and other advice relating to our executive compensation program. For 2022, the Compensation Committee engaged Pay Governance as its compensation consultant to advise on executive compensation matters including:

●

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 2023 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 our compensation consultant is independent of Company management. During 2022, Pay Governance did not provide services to us other than the services to our Compensation Committee described herein. Our Compensation Committee performs an annual assessment of its compensation consultant’s independence to determine whether the consultant is independent and in 2022 has determined that Pay Governance is independent pursuant to the listing standards of the relevant Nasdaq and SEC rules and has determined that no conflict of interest has arisen as a result of the work performed.

Role of Market Data

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

Since becoming a public company in 2018, our Compensation Committee has used our Peer Group to assist in assessing annual base salary, target bonus and equity awards for our NEOs and other senior level employees. To determine the composition of the Peer Group for 2022 the Compensation Committee considered the following criteria:

●

commercial stage pharmaceutical and biotechnology companies with global revenues, double digit pipelines and multiple late stage candidates;

●

market capitalization, generally selecting companies with a market capitalization around Moderna’s peer median;

●

companies with significant commercial revenues (generally more than $2 billion annually);

●

headcount factoring in Moderna’s growing headcount as company grows globally and commercializes; and

●

R&D expenditure to provide context for scale of R&D organization and to balance revenue perspective as focus shifts to commercial revenue.

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

2022-2023 Compensation Peer Group
AbbVie	BioMarin Pharmaceutical +	Merck
Alnylam Pharmaceuticals +	Bristol-Myers Squibb	Pfizer
Amgen	Eli Lilly	Regeneron Pharmaceuticals
BeiGene Ltd.	Gilead Sciences	Seagen (fka Seattle Genetics)
Biogen	Incyte Corporation +	Vertex Pharmaceuticals
+ New addition to peer group for 2022-2023.

moderna  2023 Proxy statement  |  44

Primary Elements of Executive Compensation Program

The primary elements of our executive compensation program are:

●

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 percentage allocation between short-term and long-term, or fixed and variable, compensation elements.

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

Base Salary

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

Salary increases for Mr. Bancel, Dr. Hoge, Mr. Meline and Mr. Andres were reviewed and approved in February 2022, and were reflective of merit and market adjustments to better align their salaries to market, particularly in light of the Company’s increased scale. The salaries for Ms. Garay and Mr. Mock were set based upon arms’ length negotiations and based upon market data for executives of similar caliber and experience. The actual salaries paid to our NEOs in 2022 are set forth in the “Summary Compensation Table.”

	2021	2022	Percent Change
Stéphane Bancel	$1,000,000	$1,500,000	50%
James Mock*	N/A	750,000	N/A
David Meline	621,000	700,000	13%
Stephen Hoge, M.D.	700,000	1,000,000	43%
Juan Andres	600,000	700,000	17%
Arpa Garay*	N/A	800,000	N/A
Jorge Gomez*	N/A	700,000	N/A
* Mr. Mock, Ms. Garay and Mr. Gomez were hired during 2022

Short-Term Incentive Compensation

Annual Cash Bonuses

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

Corporate and Individual Performance Goals

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

In addition, at the beginning of each year, our CEO, in consultation with each of the other executive officers, establishes individual performance goals for each of the other executive officers, including our other NEOs. The individual performance goals are generally designed to align the goals of our executive officers, including our NEOs, and his or her department with the corporate goals. The CEO discusses with the Compensation Committee his overall goals for the year which are in line with the overall corporate objectives but also

moderna  2023 Proxy statement  |  45

include individual goals and action plans. The CEO’s goals and performance are ultimately evaluated, and his bonus is approved, by the full Board, with input from the Compensation Committee.

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

Target Annual Bonuses

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

2022 Corporate Objectives

In early 2022, our Compensation Committee set broad based corporate objectives that established the criteria for the funding of our annual bonus plan. These corporate objectives were also designed to inform the more detailed goal setting by individual executive officers and their teams. These goals and objectives were based upon our strategic plan, and focused on the following key objectives:

(1)

Continue to scale our owned and partnered global manufacturing capabilities to maximize the production of our COVID-19 vaccine, deliver on our commercial execution plans, and ultimately optimize our impact on human health. 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 significant weighting for these metrics reflected the importance of the ongoing commercialization of our first commercial product, and the role successful completion would have on funding future investments in the rest of our pipeline.

(2)

Advance our strategy for disrupting the respiratory vaccines business, starting in older adults. The metrics for this objective were designed to incentivize advancing our respiratory vaccine pipeline, including vaccines for SARS-CoV-2, influenza and RSV as we make investments to build our respiratory franchise.

(3)

Capitalize on the opportunity in complex antigen vaccines and execute on demonstrating proof of concept in multiple therapeutic settings. 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.

(4)

Seamlessly advance platform technology from innovation to scale and implementation in vaccine and therapeutic programs across the scientific organization. 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.

(5)

Act responsibly toward our patients, employees and communities. The metrics for this objective were designed to incentivize making sufficient COVID-19 vaccine available to meet demand from low- and middle-income countries, while also promoting a greater sense of belonging and engagement by 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 2023, the Compensation Committee completed its assessment of management’s achievement of these corporate objectives for 2022, and concluded that for these core corporate objectives, management performed at a level that merited funding the bonus pool for our executive team at 120%.

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

moderna  2023 Proxy statement  |  46

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

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

Corporate Objective	Goal Weight	Actual Performance	Committee Assessment	Payout
Maximize the impact of the COVID-19 vaccine
Product sales(1)			▼	27%
Operating income(2)			▼	8%
Advance our respiratory vaccines portfolio
• Obtaining timely approvals or authorizations for COVID-19 vaccine boosters in key markets • Advancing RSV and seasonal flu pivotal trials • Advancing combination vaccines • “ModernaCommunity” enrollment and generating insights		• Maximum performance for timely COVID-19 authorizations and approvals and advancing RSV and seasonal flu trials • On target for combination vaccines and “ModernaCommunity” rollout	▲	38%
Advance our therapeutic programs
• Percent enrollment of the CMV pivotal trial • Demonstrate proof of concept (POC) in a therapeutic area • File new INDs across different therapeutic areas		• Below target on CMV enrollment • Maximum performance on new therapeutic POC and advancing new INDs	▲	23%
Advance our platform technology
• Achieve scientific objectives for novel platform technology • Incorporate novel technology into new leads • Demonstrate improvements in end-to-end processes		• Maximum performance on scientific and technological objectives • On target for process improvements	▲	15%
Act responsibly toward patients, employees and communities
• Number of COVID-19 vaccine doses made available to low- and middle-income countries (LMICs) • Year-over-year change in average employee belonging score from employee engagement surveys		• Target performance for making at least 480 million doses available to LMICs • On target for employee belonging results	●	10%
Final Performance Assessment				120%(3)
● = At Target        ▲= Above Target        ▼= Below Target
(1) GAAP-reported product sales for the year were $18.4 billion. In the absence of cancellations by COVAX, the related product sales are estimated to have been approximately $2.8 billion higher, resulting in an as adjusted total product sales total of $21.2 billion. (2) GAAP-reported operating income for the year was $9.4 billion. In the absence of the cancellations by COVAX, the related operating income total is estimated to have been approximately $1.7 billion higher, resulting in an as adjusted operating income total of $11.1 billion. (3) In the absence of adjustments to the financial metrics to reflect the cancellation of vaccine orders by COVAX, the final performance assessment would have been 110%. Due to rounding, numbers do not add to 120%.

moderna  2023 Proxy statement  |  47

2022 Annual Bonus Determination

At the beginning of each year, the Compensation Committee reviews the target annual bonuses of our executive officers, including our NEOs. The Compensation Committee considered the factors described in “Governance of Executive Compensation Program—Compensation-Setting Factors” above, particularly market data from the companies in our compensation peer group. For 2022, our Board, acting on the recommendation of the Compensation Committee, set the target bonus for our CEO at 150% of salary (increased from 100%). The Compensation Committee set the target bonus for Dr. Hoge at 100% of salary (increased from 65%) and at 90% of salary for our other NEOs (increased from 60% for Messrs. Andres and Meline). These target bonuses for our NEOs were increased in the prior year, consistent with market trends for similarly situated executives and to provide an enhanced incentive to achieve the annual corporate objectives.

In February 2023, senior management and the Compensation Committee assessed the performance of individual executives for 2022. While no formal ranges for executive performance factors are established in advance, the Compensation Committee determined that in considering performance over the course of 2022, individual executive officers would receive an individual performance bonus factor between 90% and 120% for 2022.

This assessment by the Compensation Committee for each of our executive officers, other than our CEO, was based on an evaluation conducted by our CEO of the executive officer’s performance against his or her 2022 individual performance goals. Individual performance assessments and the corresponding individual performance factor for each NEO were determined by the Compensation Committee following discussions with our CEO (other than for himself). The Compensation Committee reviewed the 2022 individual performance of our CEO. Since our CEO has ultimate operational responsibility for the overall performance of the Company, the Compensation Committee and the Board determined that his annual bonus would be based entirely on the Company’s overall performance. The performance assessment determinations were based on an overall balanced assessment of each executive officer’s performance and no single factor was determinative in setting bonus payout levels, nor was the impact of any individual factor on the bonus quantifiable. For detail on the individual performance assessment for each NEO, see “Executive Summary—Overview of Compensation for Our Named Executive Officers,” above. These individual performance factors, when multiplied by the target bonus reflecting achievement of the corporate objective discussed above, resulted in individual bonus payouts as described below. These bonus payouts are reflected under the “Non-Equity Plan Incentive Compensation” column in the 2022 Summary Compensation Table on page 55 below.

Name	2022 Annual Base Salary ($)		2022 Annual Target Bonus (% of salary)	2022 Annual Target Bonus ($)		Corporate Performance Factor (%)	Individual Performance Factor (%)	Actual Cash Bonus ($)
Stéphane Bancel	$	1,500,000	150%	$	2,250,000	120%	100%	$	2,700,000
James Mock(1)		750,000	90%		675,000	120%	100%		259,644
David Meline(2)		700,000	90%		630,000	100%	100%		428,055
Stephen Hoge, M.D.		1,000,000	100%		1,000,000	120%	120%		1,440,000
Juan Andres(3)		700,000	90%		630,000	100%	90%		567,000
Arpa Garay(4)		800,000	90%		720,000	120%	100%		508,932
Jorge Gomez(5)		700,000	90%		630,000	—	—		—
(1) Mr. Mock’s eligible earnings for bonus calculation purposes were $240,411, pro-rated to reflect his September 6, 2022 start date. (2) Mr. Meline’s bonus was pro-rated and paid at target through September 5, 2022, his last date of employment as CFO. (3) Mr. Andres did not receive the full corporate multiplier, and had an individual performance factor below 100%, due to the impact of challenges within the manufacturing organization on achievement of the Company’s product sales goals. (4) Ms. Garay’s eligible earnings for bonus calculation purposes were $471,233, pro-rated to reflect her May 31, 2022 start date. (5) Mr. Gomez left the Company before the end of 2022 and was ineligible for an annual bonus for 2022, and the Compensation Committee did not conduct an assessment of his performance.

2022 Executive Signing Bonuses

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

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

moderna  2023 Proxy statement  |  48

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

Long-Term Incentive Compensation

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

At the time of hire, equity awards are granted to our executive officers, including our NEOs, based on the factors described in “Governance of Executive Compensation Program—Compensation-Setting Factors” above. Typically, at the beginning of each year, the Compensation Committee reviews the equity awards for our executive officers, including our NEOs, and determines the size of the annual equity awards it deems reasonable and appropriate based on such factors. In addition, the Compensation Committee may deem it advisable to grant subsequent equity awards to our executive officers, including our NEOs, and may adjust their equity awards in the event of a promotion or significant change in responsibilities; however, the Compensation Committee did not do so in 2022.

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

2022 Equity Awards

At its February 2022 meeting, the Compensation Committee considered the factors described in “Governance of Executive Compensation Program—Compensation-Setting Factors” above, particularly market data from the companies in our compensation peer group as well as each individual’s performance in the prior year, and approved the 2022 annual equity awards for our NEOs below (other than Ms. Garay and Messrs. Gomez and Mock). The Board made this determination for our CEO upon the recommendation of the Compensation Committee.

Annual Equity Awards

In 2022, our CEO and other NEOs who were employed by us as of February 2022 received their annual equity awards as set forth in the table below. All PSUs granted to our NEOs in 2022 vest following the conclusion of the three-year performance period, which ends on December 31, 2024. Within two and a half months of the end of the performance period, the Compensation Committee will determine whether the performance criteria have been satisfied and the payouts for these awards, followed by delivery of the underlying shares.

All stock option awards issued in 2022 to these NEOs vest, and become exercisable, over a four-year period, with 25% of the underlying shares vesting on the first anniversary of the grant date, and the remainder vesting ratably over the next 12 quarters.

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

New Hire Equity Awards

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

Ms. Garay and Mr. Mock each received 50% of the value of their new hire equity award in the form of stock options, and 50% in the form of RSUs. These new hire awards had a grant date fair value of $6 million for Mr. Mock and $5 million for Ms. Garay. The stock options and RSUs granted to Mr. Mock and Ms. Garay have the same vesting schedules as the annual equity awards noted above, with grant dates on the fifth day of the month following the month of their start date.

moderna  2023 Proxy statement  |  49

Equity Awards Granted in 2022

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

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

	Stock Options		RSUs		PSUs		Total Target Value of Equity Award
Stéphane Bancel(1)	$	11,250,000	$	—	$	3,750,000	$	15,000,000
James Mock(2)		3,000,000		3,000,000		—		6,000,000
David Meline(3)		2,000,000		1,000,000		1,000,000		4,000,000
Stephen Hoge, M.D.(3)		3,250,000		1,625,000		1,625,000		6,500,000
Juan Andres(3)		2,500,000		1,250,000		1,250,000		5,000,000
Arpa Garay(2)		2,500,000		2,500,000		—		5,000,000
Jorge Gomez(4)		—		—		—		—

(1)

The annual equity awards mix for the CEO was 75% stock options and 25% PSUs.

(2)

Awards shown for Mr. Mock and Ms. Garay represent new hire awards. New hire awards consist of 50% stock options and 50% RSUs.

(3)

The annual equity awards mix for the NEOs other than the CEO was 50% stock options, 25% RSUs and 25% PSUs.

(4)

Mr. Gomez left the Company prior to receiving a new hire equity award.

Other Employee Benefits & Perquisites

Health and Welfare Benefits

Our executive officers, including our NEOs, are eligible to participate in the same employee benefit plans that are generally available to all regular employees. These benefit plans include medical, dental, and life and disability insurance plans, as well as well-being and time off programs. We sponsor a portion of the premiums for health, life and disability insurance. Certain employees at the vice president level and above, including the NEOs, are eligible for additional long-term disability insurance coverage.

2018 Employee Stock Purchase Plan

Our executive officers, including our NEOs (other than Mr. Bancel), are eligible to participate in our 2018 Employee Stock Purchase Plan (the ESPP) on the same basis as our other full-time U.S. employees. The ESPP is a broad-based stock ownership program that permits eligible employees to set aside a portion of their compensation during a six-month offering period and use such contributions to purchase shares of our common stock at a purchase price equal to 85% of the lower of the fair market value of the shares on the first business day of the offering period or the last business day of the purchase period. During 2022, Mr. Meline was the only NEO that participated in the ESPP.

401(k) Savings Plan

We maintain a 401(k) plan that is tax-qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the Code), and is tax-exempt under Section 501(a) of the Code. Plan participants can defer eligible compensation subject to applicable Code limits. We provide a matching contribution of up to 4.5% (100% of employee contributions up to the first 3% of compensation, and then 50% of the next 3% of compensation). Once contributions are made, they are fully vested. As a tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan. Contributions can also be made on a Roth basis.

moderna  2023 Proxy statement  |  50

Limited Perquisites

We provided limited perquisites to our NEOs in 2022, consisting primarily of security services, relocation benefits, and increased long-term disability insurance coverage. We also reimburse certain commuting and lodging expenses for executives who have been hired remotely from our Cambridge headquarters. We believe that providing such perquisites was appropriate to assist our NEOs in the performance of their duties, to make our NEOs more efficient and effective and for recruitment and retention purposes.

In response to the increased profile of our Company and our executives as we pursued the development of a vaccine against COVID-19, beginning in 2020, the Company authorized the provision of personal and home security services to certain of our executives, including some of the NEOs. These services continued into 2022 for certain executives in response to the ongoing, heightened risk environment.

Employment Arrangements with our NEOs

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

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

David Meline – Executive Retirement and Strategic Consulting Agreement

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

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

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

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

moderna  2023 Proxy statement  |  51

Jorge Gomez – Executive Separation Agreement and Release

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

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

Executive Severance Plan

We believe that the severance payments and benefits provided under the Executive Severance Plans are appropriate in light of the post-employment compensation protections available to similarly situated executive officers at companies in our compensation peer group and are an important component of each executive officer’s overall compensation as they help us to attract and retain our key executives who could have other job alternatives that may appear to them to be more attractive absent these protections. In February 2023, following a review by our Compensation Committee, we updated the Executive Severance Plan to align to market practice by providing departing executives a full year bonus at target in the event of a qualifying termination, rather than pro-rating those bonuses based upon the number of completed months in the calendar year.

In addition, we believe it is appropriate to provide enhanced severance benefits in connection with certain employment terminations occurring in connection with a change in control in order to encourage our executive officers to remain employed with us during an important time when their prospects for continued employment following the transaction are often uncertain. The primary purpose of these arrangements is to keep our most senior executive officers focused on pursuing potential corporate transactions that are in the best interests of our stockholders regardless of whether those transactions may result in their own job loss. All of our NEOs, other than Messrs. Meline and Gomez (who are no longer employed by Moderna), are eligible for the Executive Severance Plan.

Termination not in connection with a change in control

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

(i)

a severance amount equal to 12 months of the participant’s annual base salary in effect immediately prior to such termination, payable over 12 months in the form of salary continuation,

(ii)

an amount equal to the participant’s annual target bonus in effect immediately prior to such termination (until February 23, 2023, participants were entitled 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

(iii)

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.

Termination in connection with a change in control

The Executive Severance Plan also provides that upon a termination of employment by us other than for Cause, death, or Disability or upon a resignation by an eligible participant for “Good Reason,” in either case within the change in control period, the participant will be entitled to receive, in lieu of the payments and benefits

moderna  2023 Proxy statement  |  52

described above and subject to the execution and delivery of a separation agreement containing, among other provisions, an effective release of claims in favor of the Company and reaffirmation of the restrictive covenants agreement:

(i)

a lump sum payment 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) paid in a cash lump sum as severance pay,

(ii)

a lump sum payment equal to 150% of the participant’s annual target bonus for the year such termination takes place (or the participant’s annual target bonus in effect immediately prior to the change in control, if higher) (the Applicable Bonus),

(iii)

a lump sum payment 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,

(iv)

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,

(v)

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, and

(vi)

for any performance-based equity awards, pro-rated acceleration based on the better of target and actual performance against the performance metrics.

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

Equity-Related Policies and Practices

Equity Award Grant Policy

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

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

●

Equity awards granted in connection with the hiring of a new employee are generally awarded on the fifthday of the month immediately following the month during which each new employee is hired.

●

Equity awards granted by our Board 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.

●

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 that is generally granted at the end of the second trading day following the filing of our Annual Report on 10-K with the SEC; additional grants for high-performing employees may be granted to certain employees at other times during the year.

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

moderna  2023 Proxy statement  |  53

calculated using the Black-Scholes value of an option on the grant date divided by the closing market price on the Nasdaq Global Select Market of a share of our common stock on the effective date of grant. The per share exercise price of all stock options will be at least equal to the closing market price on the Nasdaq Global Select Market of a share of our common stock on the effective date of grant.

Non-Employee Director and Executive Officer Stock Ownership Policy

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

●

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 value of vested but unexercised stock options. Until the requirements are met, covered individuals who were subject to the policy as of December 31, 2020 are required to hold 100% of any stock underlying vested RSU awards until the requirements are met, and individuals who are first subject to the policy on or after January 1, 2021 are required to hold 50% of any stock underlying vested RSU awards until the requirements are met.

As of December 31, 2022, each of Mr. Bancel, Dr. Hoge and Mr. Andres owned more than the required value of shares of Moderna common stock.

Clawback Policy

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

Policy Prohibiting Hedging and Pledging

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

●

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 (or modifying an existing pledge).

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  2023 Proxy statement  |  54

Executive Compensation Tables

2022 Summary Compensation Table

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

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

moderna  2023 Proxy statement  |  55

Salary

Amounts represent the actual amount of base salary paid for each NEO during the applicable year. NEOs and other employees are generally assessed for potential salary increases at the beginning of each year. Percentage salary increases for each of our NEOs (other than Mr. Mock and Ms. Garay, whose salaries were fixed $750,000 and $800,000, respectively, upon hiring) were approved in February 2022 as follows: Mr. Bancel (50%, to $1,500,000), Mr. Meline (13%, to $700,000), Dr. Hoge (43%, to $1,000,000), and Mr. Andres (17%, to $700,000). For more information, see the discussion for each NEO under “Executive Summary” above.

Non-Equity Plan Incentive Compensation

The amounts reported represent annual bonuses earned by our NEOs for services performed during 2022 and 2021, as applicable, based on the achievement of Company and individual performance objectives. Target bonuses for our NEOs are set as a percentage of annual salary, and for 2022 were 150% of salary for our CEO, 100% of salary for our President, and 90% of salary for our other NEOs. The non-equity incentive plan compensation paid to Ms. Garay and Mr. Mock was pro-rated due to their being employed for only part of the year. For more information, see “Short-Term Incentive Compensation” above.

Bonus

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

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

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

Stock Awards

The amount reported represents the aggregate grant date fair value of RSUs and PSUs awarded to the NEOs, calculated in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the RSUs and PSUs reported in this column are set forth in Note 14 to our Consolidated Financial Statements for the year ended December 31, 2022 included in our Annual Report. The amount reported in this column reflects the accounting cost for these equity awards and does not correspond to the actual economic value that may be received by the applicable NEO upon the vesting/settlement of the RSUs and PSUs or any sale of the underlying shares of common stock. The award amounts reflect annual equity awards for all NEOs other than Mr. Mock and Ms. Garay, for whom the amounts reflect the value of RSUs granted as new hire equity awards. For the PSUs, the amounts reported assume probable achievement at target of the applicable performance metrics. The grant date fair value of the PSUs, calculated in accordance with FASB ASC Topic 718, assuming maximum achievement of the applicable performance metrics, are as follows: Mr. Bancel - $7,194,304; Mr. Meline - $1,918,342; Dr. Hoge - $3,117,492; and Mr. Andres - $2,398,002.

Option Awards

The amounts reported represent the aggregate grant date fair value of the stock options awarded to the NEOs during 2022, 2021 and 2020, as applicable, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 14 to our Consolidated Financial Statements for the year ended December 31, 2022 included in our Annual Report. The amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic value that may be received by the NEOs upon the exercise of the stock options or any sale of the underlying shares of common stock. The amounts shown reflect annual equity awards to the NEOs, other than for Mr. Mock and Ms. Garay, where the amounts reflect their new hire equity awards.

moderna  2023 Proxy statement  |  56

All Other Compensation

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

• 401(k) Match: Represents matching contributions to the 401(k) account for the named executive officer.

• Relocation/Relocation Tax Expenses: Represents benefits paid on behalf of Ms. Garay and Mr. Gomez in connection with their relocation to the Boston area to begin employment with Moderna, and related tax gross-up payments for such expenses.

• Severance: Represents amounts paid to Mr. Gomez pursuant to the Executive Severance Plan and in connection with his involuntary departure from the Company (see “Jorge Gomez—Executive Separation Agreement and Release,” above).

• Commuting & Lodging / Commuting & Lodging Tax Expenses: Represents amounts paid for commuting and lodging expenses for Mr. Meline and Ms. Garay (prior to her relocation) in connection with travel to our Cambridge office, and related tax gross-up payments for such expenses.

• Security: Represents incremental costs borne by the Company for the provision of security services to the NEOs or members of their household in response to a heightened threat environment in connection with production of our COVID-19 vaccine. The Company considers the personal safety of the CEO and other NEOs to be of the utmost importance to the Company and its stockholders.

• Additional LTD Insurance Coverage: Represents the amount of premiums paid on behalf of the NEO for supplemental long-term disability coverage, which we offer to executives at the Vice President level and above.

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

moderna  2023 Proxy statement  |  57

Grants of Plan-Based Awards for Fiscal Year 2022

The following table – also known as the Grants of Plan-Based Awards Table – sets forth the individual award, including stock options, RSUs and PSUs, made to each of our NEOs during 2022. For a description of the types of awards indicated below, please see our “Compensation Discussion and Analysis” above.

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

(1)	All annual equity grants were approved by the Compensation Committee on February 8, 2022, with a grant date of March 1, 2022, for annual stock option, RSU and PSU grants (the second trading day following the filing of our Annual Report 10-K with the SEC). The new hire award for Mr. Mock, which was approved by the Compensation Committee on July 21, 2022, had a grant date of October 5, 2022, consistent with the Company’s grant date convention for new hires under the Company’s Equity Award Grant policy as then in effect. The new hire equity award for Ms. Garay was approved by the Compensation Committee on April 22, 2022, with a grant date of June 5, 2022, consistent with the Company’s grant date convention for new hires under the Company’s Equity Award Grant policy.
(2)	Each PSU is subject to vesting upon a determination by the Compensation Committee that the goals thereunder have been met. This determination is expected to be made within two-and-a-half months of the conclusion of the performance period, which ends on December 31, 2024.
(3)	Each RSU is subject to time-based vesting, as described in the footnotes to the “Outstanding Equity Awards at 2022 Year-End Table” below.
(4)	Each stock option is subject to time-based vesting, as described in the footnotes to the “Outstanding Equity Awards at 2022 Year-End Table” below.
(5)	Based upon the closing price of our common stock as reported on the Nasdaq Global Select Market on the date of grant.
(6)	The amounts reported represent the aggregate grant date fair value of the stock options, RSUs and PSUs, as applicable, awarded to the NEOs during 2022, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock options, RSUs and PSUs, as applicable, reported in this column are set forth in Note 14 to our Consolidated Financial Statements for the year ended December 31, 2022 included in our Annual Report. The amounts reported in this column reflect the aggregate accounting cost for these equity awards, and do not correspond to the actual economic value that may be received by the NEOs upon the exercise of the stock options, the vesting/settlement of the RSUs or PSUs or any sale of the underlying shares of common stock. The grant date fair value of PSUs is based on probable achievement of the performance metrics at target.
(7)	Mr. Gomez’s employment with the Company was terminated prior to the date when his new hire equity awards would have been granted, and no equity grants were made to Mr. Gomez in connection with his employment.

moderna  2023 Proxy statement  |  58

Outstanding Equity Awards at 2022 Year-end

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

Name	Grant Date(1)	Award Type	First Vesting Date	Number Exercisable/ Vested		Number Unexercisable/ Unvested		Option Exercise Price			Option Expiration Date		Market Value(2)
Stéphane Bancel	8/19/2013	Options	8/10/2016	2,027,155	(3)	—			$	0.99	8/19/2023	$	362,110,698
	2/23/2016	Options	2/23/2017	688,073	(3)	—				10.90	2/23/2026		116,091,677
	8/10/2016	Options	8/10/2016	558,394	(3)	—				19.15	8/10/2026		89,605,485
	8/10/2016	Options	8/10/2016	193,321	(3)	—				19.15	8/10/2026		31,022,221
	2/23/2017	Options	2/22/2018	642,201	(3)	—				12.21	2/23/2027		107,510,869
	2/28/2018	Options	2/28/2019	831,421	(5)	86,010	(5)			14.22	2/28/2028		151,743,087
	12/6/2018	Options	6/13/2020	2,006,874	(6)	2,580,281	(6)			23.00	12/6/2028		718,440,216
	3/8/2019	Options	3/8/2020	556,492	(4)	37,100	(4)			20.93	3/8/2029		94,197,114
	2/28/2020