DEF 14A of Moderna, Inc., Mar 21, 2024

DEF 14A of Moderna, Inc.

Filed Mar 21, 2024 · FY20230001308179-24-000208

Open on EDGAR

  1. (Amendment No. )

    | Table of contents | | | 2 | Proxy Summary | | 8 | Proposal No. 1: Election of Directors | | 14 | Governance | | 26 | Director Compensation | | 28 | Certain Relationships and Related Party Transactions | | 29 | ESG Topics | | 33 | Management | | 35 | Proposal No. 2: Non-binding Advisory Vote to Approve the Compensation of our Named Executive Officers | | 36 | Letter from the Compensation and Talent Committee | | 38 | Executive Compensation | | 73 | Compensation and Talent Committee Report | | 74 | Security Ownership of Certain Beneficial Owners and Management | | 76 | Proposal No. 3: Ratification of Appointment of Independent Registered Public Accounting Firm | | 78 | Audit Committee Report | | 79 | Proposal No. 4: Amend Our Certificate of Incorporation to Provide Shareholders the Right to Call a Special Meeting | | 81 | Proposal No. 5: Amend Our Certificate of Incorporation to Reflect New Delaware Law Provisions Allowing for Officer Exculpation | | 83 | Information about the 2024 Annual Meeting of Shareholders | | 88 | Appendix A | | 89 | Appendix B |

  2. Proposal 1: Director Nominees

    Proposal 1: Director Nominees At the Annual Meeting, three Class III directors will be elected for a three-year term. The Class III directors up for election are set forth below.

  3. Proposal 1: Director Nominees

    | Name | Age | Independent | Principal occupation | Committees* | | | | | Other public boards | Director since | | Class III directors nominated for re-election for a three-year term | | | | Audit | Comp | Nom Gov | Prod Dev | Sci Tech | | | | Robert Langer, Sc.D. | 75 | | David H. Koch Institute Professor, MIT; Academic Co-Founder, Moderna | | | | | | 2 | 2010 | | Elizabeth Nabel, M.D. | 72 | | Former President, Brigham Health | | | | | | 3 | 2015** | | Elizabeth Tallett | 74 | | Former Principal, Hunter Partners | | | | | | 2 | 2020 | | Continuing directors | | | | | | | | | | | | Noubar Afeyan, Ph.D. Chairman | 61 | | CEO, Flagship Pioneering; Co-founder and Chairman, Moderna | | | | | | 0 | 2010 Chairman since 2012 | | Stéphane Bancel | 51 | | Chief Executive Officer, Moderna | | | | | | 0 | 2011 | | Stephen Berenson | 63 | | Managing Partner, Flagship Pioneering | | | | | | 1 | 2017 | | Sandra Horning, M.D. | 75 | | Former Chief Medical Officer and Global Head of Product Development, Roche | | | | | | 3 | 2020 | | François Nader, M.D. | 67 | | Former President, CEO and Executive Director, NPS Pharmaceuticals | | | | | | 1 | 2019 | | Paul Sagan | 65 | | Catalyst Advisor, General Catalyst | | | | | | 0 | 2018 |

  4. Proposal 1: Director Nominees

    | Chairman | Member | * Comp = Compensation and Talent Nom Gov = Nominating and Corporate Governance Prod Dev = Product Development Sci Tech = Science and Technology | ** Dr. Nabel was a member of our Board from December 2015 to July 2020, and rejoined the Board in March 2021, following her retirement from Brigham Health. |

  5. Proposal 1: Director Nominees

    | | The Board of Directors recommends a vote “FOR” the election of each of the three nominees as a Class III director to serve for a three-year term. For more information on the nominees, see page 8. |

  6. Proposal 1: Director Nominees

    | | 2024 Proxy statement | 4 |

  7. Proposal No. 1: Election of Directors

    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 III directors will be elected for a three-year term. Each of these nominees is a Class III 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.

  8. Nominees

    Nominees Our Nominating and Corporate Governance Committee has recommended, and our Board of Directors has approved, Robert Langer, Elizabeth Nabel, M.D. and Elizabeth Tallett as nominees for election as Class III directors at the Annual Meeting. Dr. Langer has served on the Board since 2010, Dr. Nabel has served on the Board since 2015, and Ms. Tallett has served on the Board since 2020. If you are a shareholder 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 Dr. Langer, Dr. Nabel and Ms. Tallett. 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 2024 Annual Meeting of Shareholders—What if I do not specify how my shares are to be voted?” on page 85.

  9. Nominees

    Nominees

  10. Nominees

    | Age: 75 Director since: 2010 Independent Committees: • Nominating and Corporate Governance • Science and Technology 2023 Attendance: 86% | Robert Langer, Sc.D. | | | Why this director is valuable to Moderna Dr. Langer is one of the world’s most highly-cited researchers and decorated scientists. His pioneering academic work and extensive knowledge of medical, scientific and intellectual property matters provide valuable strategic insights into the development of our products and advancement of our pipeline into new areas. He is intimately familiar with Moderna as one of our founders and largest shareholders, and has decades of experience applying scientific knowledge and insights to medical and commercial uses. His prior service to the U.S. Food and Drug Administration (FDA) also provides him with insights into regulatory processes that are key to understanding how we might obtain approval of our products. Other Public Boards • Seer, Inc. (since 2020) • Puretech Health plc (since 2015) • Abpro Korea (2020-2024) • Frequency Therapeutics, Inc. (2016-2023) • Rubius Therapeutics, Inc. (2015-2019) • Kala Pharmaceuticals, Inc. (2009-2018) Education • 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 (MIT) since 2005, and has been 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, the National Academy of Medicine and the National Academy of Inventors. Dr. Langer has written over 1,550 articles and also has 1,450 issued or pending patents worldwide. Dr. Langer’s patents have been licensed or sublicensed to over 400 pharmaceutical, chemical, biotechnology and medical device companies. |

  11. Nominees

    | Age: 72 Director since: 2015 Independent Committees: • Compensation and Talent • Science and Technology (Chair) • Product Development 2023 Attendance: 100% | Elizabeth Nabel, M.D. | | | Why this director is valuable to Moderna Dr. Nabel brings valuable strategic insight as a medical doctor and professor of medicine who has spent decades in the healthcare industry. Dr. Nabel has served as the chief executive of a large hospital organization, which informs her insights into the provision of care and how payors, including government payors, approach the commercial market, as well as human capital management. Her experience working for governmental organizations also helps guide our strategy related to the approval and regulation of our products. Her experience working in drug development and serving as a director for other healthcare companies also provides valuable perspective on our industry. Other Public Boards • Medtronic plc (since 2014) • Lyell Immunopharma, Inc. (since 2021) • Accolade, Inc. (since 2021) Education • 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 From 2010 to 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. Dr. Nabel was also a Professor of Medicine at Harvard Medical School from 2010 to 2021. Following her retirement from Brigham Health, Dr. Nabel served as Executive Vice President for Strategy at ModeX Therapeutics, from 2021 to 2022, when the company was acquired by OPKO Health, Inc. Following the acquisition, Dr. Nabel also served as Chief Medical Officer for OPKO Health until August 2023. She now serves as the Chair of the Advisory Board of OPKO Health. Earlier in her career, 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. |

  12. Nominees

    | | 2024 Proxy statement | 9 |

  13. Nominees

    | Age: 74 Director since: 2020 Independent Committees: Audit (Chair) Compensation and Talent 2023 Attendance: 88% | Elizabeth Tallett | | | Why this director is valuable to Moderna Ms. Tallett provides valuable strategic insight based upon her extensive professional experience in the pharmaceutical industry, as an executive for organizations at various stages of development, and as a public company director across different industries. Ms. Tallett’s experience is applied in helping us identify the opportunities and challenges we face as a commercial-stage pharmaceutical company, as well as understanding the dynamics impacting customers and payors. Ms. Tallett’s experience as a public company director, including as the Chair or lead independent director for several public companies, also provides governance expertise, particularly in the areas of financial reporting, human capital management, and risk management as we scale our organization globally and build out critical internal functions. Other Public Boards • 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) Education • 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. From 2002 to 2015, she was a Principal of Hunter Partners, LLC, a management company for pharmaceutical, biotechnology and medical device companies, and continues to consult with early-stage healthcare companies. She previously served as President and Chief Executive Officer of Transcell Technologies Inc., President of Centocor Pharmaceuticals, a member of the Parke-Davis Executive Committee, and Director of Worldwide Strategic Planning for Warner-Lambert Company. 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. |

  14. Continuing Directors

    Continuing Directors

  15. Continuing Directors

    | Age: 61 Director since: 2010 Chairman since: 2012 Term expires: 2025 Independent Committees: • Nominating and Corporate Governance (Chair) 2023 Attendance: 92% | Noubar Afeyan, Ph.D. | | | Why this director is valuable to Moderna Dr. Afeyan provides strategic expertise and vision as one of our co-founders and as our Chairman since 2012. He has decades of experience co-founding, leading and investing in numerous successful biotechnology companies, applying scientific insights to medical and commercial uses. This experience helps guide our strategy as we continue to explore ways to expand our platform and as we reimagine the ways in which we can impact patients. Dr. Afeyan’s experience leading several public and private company boards provides him with valuable leadership experience as the Chairman of our Board. Other Public Boards • Omega Therapeutics, Inc. (2016-2023), Chair • Rubius Therapeutics, Inc. (2013-2022) • Seres Therapeutics, Inc. (2012-2020) • Evelo Biosciences, Inc. (2014-2019) • Kaleido Biosciences, Inc. (2015-2019) Education • B.S. in chemical engineering from McGill University • Ph.D. in biochemical engineering from the Massachusetts Institute of Technology Dr. Afeyan founded Flagship Pioneering, a company established in 1999 that creates bioplatform companies to transform human health and sustainability, and serves as its Senior Managing Partner and Chief Executive Officer. 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 where he taught courses on technology-entrepreneurship, innovation and leadership from 2000 to 2016, a lecturer of business administration 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. |

  16. Continuing Directors

    | | 2024 Proxy statement | 10 |

  17. Continuing Directors

    | Age: 51 Director since: 2011 Term expires: 2025 Committees: None 2023 Attendance: 100% | Stéphane Bancel | | | Why this director is valuable to Moderna As our CEO for more than a decade, Mr. Bancel plays a key role in setting the strategy for Moderna with the rest of the Board, and executing on that strategy with our management team. Mr. Bancel is intimately familiar with our operations and is a key driver behind our culture and way of working. Mr. Bancel’s experience prior to Moderna as an executive at other companies provides him with leadership experience and knowledge of the pharmaceutical industry, including insight into opportunities for Moderna to reimagine how we can have the greatest impact on patients. Other Public Boards • Qiagen N.V. (2013-2021) • Syros Pharmaceuticals, Inc. (2013-2017) Education • 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 CEO since October 2011. Before joining Moderna, Mr. Bancel served for five years as CEO 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. In 2024, Mr. Bancel was elected to the National Academy of Engineering. |

  18. Continuing Directors

    | Age: 63 Director since: 2017 Term expires: 2026 Independent Committees: • Audit • Product Development 2023 Attendance: 100% | Stephen Berenson | | | Why this director is valuable to Moderna Mr. Berenson brings valuable insight to the Board based upon decades of experience in the investment banking industry, working across different industries and geographies. This experience has given Mr. Berenson a deep understanding of financial matters, including financial reporting, capital allocation, and mergers & acquisitions, as well as an understanding of public company board governance, shareholder engagement, regulation and risk management. His more recent experience at Flagship Pioneering provides Mr. Berenson with valuable insights into the healthcare industry and the dynamics facing biotech companies at various stages of development. Other Public Boards • Seres Therapeutics, Inc. (since 2019), Chair Education • 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. |

  19. Continuing Directors

    | | 2024 Proxy statement | 11 |

  20. Continuing Directors

    | Age: 75 Director since: 2020 Term expires: 2026 Independent Committees: • Product Development (Chair) • Nominating and Corporate Governance • Science and Technology 2023 Attendance: 94% | Sandra Horning, M.D. | | | Why this director is valuable to Moderna Dr. Horning brings decades of experience in the healthcare industry to the Board as a practicing oncologist and investigator, professor of medicine, and an executive leading pharmaceutical drug development with 15 new medicine approvals across multiple therapeutic areas. Dr. Horning provides valuable insight to our research and development teams as they develop products across our portfolio. These insights inform how we progress clinical development, engage with regulators and stakeholders, and prepare for commercialization of our product pipeline. Dr. Horning’s experience as an executive and director at other healthcare companies also informs our understanding of healthcare industry dynamics and our governance practices. Other Public Boards • Revolution Medicines, Inc. (since 2023) • Gilead Sciences, Inc. (since 2020) • Olema Pharmaceuticals, Inc. (since 2020) • EQRx, Inc. (2021-2023) Education • 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. |

  21. Continuing Directors

    | Age: 67 Director since: 2019 Term expires: 2026 Independent Committees: • Compensation and Talent (Chair) • Product Development • Science and Technology 2023 Attendance: 100% | François Nader, M.D. | | | Why this director is valuable to Moderna Dr. Nader brings decades of experience in the healthcare industry to the Board, having served as an executive for organizations at various stages of development, including as a public pharmaceutical company CEO. Dr. Nader helps guide our strategy through his insights into various stages of vaccine development across our portfolio, including clinical development, engagement with regulators, and commercialization. His experience on the boards of public and private healthcare companies from small cap to large cap across the globe help inform and guide our growth as we scale our organization. Other Public Boards • BenevolentAI (since 2021), Chair • Talaris Therapeutics, Inc. (2018-2023), Chair • Acceleron Pharma Inc. (2014-2021), Chair • Alexion Pharmaceuticals, Inc. (2017-2021) • Prevail Therapeutics Inc. (2018-2021), Chair • Clementia Pharmaceuticals Inc. (2014-2019) • Advanced Accelerator Applications S.A. (2016-2018) • Baxalta (2015-2016) • NPS Pharmaceuticals (2008-2015) Education • 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, CEO 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. From September 2023 to January 2024, Dr. Nader served as the acting Chief Executive Officer of BenevolentAI while the company conducted a CEO search. 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. |

  22. Continuing Directors

    | | 2024 Proxy statement | 12 |

  23. Continuing Directors

    | Age: 65 Director since: 2018 Term expires: 2026 Independent Committees: • Audit • Nominating and Corporate Governance 2023 Attendance: 100% | Paul Sagan | | | Why this director is valuable to Moderna Mr. Sagan brings valuable expertise to our Board as a former public company CEO, and as an executive and advisor to companies across an array of industries, including technology, media, and venture capital. Mr. Sagan has decades of experience guiding companies through early stage growth to maturity and operating as public companies. He has particular insight into how digital technology can facilitate scaling and growth, while also protecting against cybersecurity threats. His experience as an executive, director and advisor to both public and private companies provides expertise, particularly in finance and accounting, human capital management and the application of digital technologies, as we scale our organization globally and build out critical internal functions. Other Public Boards • VMware, Inc. (2014-2023) • Akamai Technologies, Inc. (2005-2019) • EMC Corp. (2007-2016) • iRobot, Inc. (2010-2015) Education • B.S. from the Medill School of Journalism at Northwestern University Mr. Sagan is a Catalyst Advisor at General Catalyst, a venture capital firm, which he first joined in 2013 and became a Managing Director in 2018. From 2005 to 2013, Mr. Sagan served as CEO at Akamai Technologies, Inc. and was President from 1999 to 2010 and from October 2011 to 2013. Prior to joining Akamai, Mr. Sagan held senior management roles at Time Warner, where he helped to found RoadRunner, the world’s first consumer broadband service; Pathfinder, one of the first web portals that pioneered internet advertising; and NY1, the 24-hour cable news channel. |

  24. Continuing Directors

    | | 2024 Proxy statement | 13 |

  25. Director Compensation

    Director Compensation

  26. Non-Employee Director Compensation Table

    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, 2023. 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 and compensation tables, which begin on page 38. 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 trailing average closing price prior to grant, as described under “—Equity Grants,” above.

  27. Non-Employee Director Compensation Table

    | 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 | $— | $381,269 | $132,250(4) | $663,519 | | Stephen Berenson(5) | 90,000 | 95,262 | 285,983 | — | 471,245 | | Sandra Horning, M.D.(6) | 100,000 | — | 381,269 | — | 481,269 | | Robert Langer, Sc.D.(7) | 80,000 | — | 381,269 | — | 461,269 | | Elizabeth Nabel, M.D.(8) | 95,000 | 95,262 | 285,983 | — | 476,245 | | François Nader, M.D.(9) | 100,000 | — | 381,269 | — | 481,269 | | Paul Sagan(10) | 80,000 | — | 381,269 | — | 461,269 | | Elizabeth Tallett(11) | 100,000 | — | 381,269 | — | 481,269 |

  28. Non-Employee Director Compensation Table

    | (1) The amounts reported represent the aggregate grant date fair value of the RSUs and stock options awarded to the non-employee directors in the year ended December 31, 2023, 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 12 to our Consolidated Financial Statements for the year ended December 31, 2023, 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-trading day trailing average closing price convention is used for calculating the number of RSUs and stock options granted. | | (2) As of December 31, 2023, each non-employee director who selected RSUs as part of their annual equity award held 732 unvested RSUs. | | (3) As of December 31, 2023, Dr. Afeyan held outstanding options to purchase a total of 171,068 shares of our common stock, 164,934 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, 2023, 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. | | (5) As of December 31, 2023, Mr. Berenson held options to purchase a total of 168,181 shares of our common stock, 163,580 of which were vested. | | (6) As of December 31, 2023, Dr. Horning held options to purchase a total of 49,742 shares of our common stock, 43,607 of which were vested. | | (7) As of December 31, 2023, Dr. Langer held options to purchase a total of 299,636 shares of our common stock, 293,502 of which were vested. | | (8) As of December 31, 2023, Dr. Nabel held options to purchase a total of 13,882 shares of our common stock, 9,281 of which were vested. | | (9) As of December 31, 2023, Dr. Nader held options to purchase a total of 68,409 shares of our common stock, 62,275 of which were vested. | | (10) As of December 31, 2023, Mr. Sagan held options to purchase a total of 125,319 shares of our common stock, 119,185 of which were vested. | | (11) As of December 31, 2023, Ms. Tallett held options to purchase 39,449 shares of our common stock, 33,315 of which were vested. |

  29. Non-Employee Director Compensation Table

    | | 2024 Proxy statement | 27 |

  30. Executive Summary

    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 shareholders.

  31. COVID-19 Vaccine Sales and Operating Income

    | • | The most heavily weighted factor in the assessment of our 2023 performance is product sales for our COVID-19 vaccine. While we achieved net product sales of $6.7 billion for the year, this performance fell short of our internal targets due to lower demand as we entered the endemic market. | | • | In terms of operating income, our operating loss of $4.2 billion for 2023 also fell significantly short of internal targets, with performance below threshold, resulting in no payout for this part of the scorecard. |

  32. Overview of Compensation for Our Named Executive Officers

    | Chief Executive Officer Age: 51 | Stéphane Bancel | | | | Compensation for Mr. Bancel for 2023 was as set forth below. | | | | | Salary: $1,575,000 (5% increase over 2022) Bonus: $1,913,625, based on target of 150% of salary, with 81% payout, reflecting 90% individual assessment, as described above. Equity Awards(1): $15,000,000, delivered 75% in stock options and 25% in PSUs (based on 2022 performance) |

  33. Overview of Compensation for Our Named Executive Officers

    | 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 59. |

  34. Overview of Compensation for Our Named Executive Officers

    | Chief Financial Officer Age: 47 | James Mock | | | | Compensation for Mr. Mock for 2023 was as set forth below. | | | | | Salary: $800,000 (6.7% increase over 2022) Bonus: $583,200, based on target of 90% of salary, with 81% payout, reflecting 90% individual assessment, as described above. Equity Awards (1): $3,500,000, delivered 50% in stock options, 25% in RSUs and 25% in PSUs (based on 2022 performance) |

  35. Overview of Compensation for Our Named Executive Officers

    | President Age: 48 | Stephen Hoge, M.D. | | | | Compensation for Dr. Hoge for 2023 was as set forth below. | | | | | Salary: $1,050,000 (5% increase over 2022) Bonus: $850,500 based on target of 100% of salary, with 81% payout, reflecting 90% individual assessment, as described above. Equity Awards (1): $6,500,000, delivered 50% in stock options, 25% in RSUs and 25% in PSUs (based on 2022 performance) |

  36. Overview of Compensation for Our Named Executive Officers

    | Former Chief Commercial Officer Age: 45 | Arpa Garay | | | | Compensation for Ms. Garay for 2023 was as set forth below. Ms. Garay served as our Chief Commercial Officer from May 2022 through December 2023. In connection with her departure, Ms. Garay will be entitled to benefits under the Company’s Executive Severance Plan. Further details are included under “Employment Arrangements with our NEOs” on page 55. | | | | | Salary: $850,000 (6.3% increase over 2022) Bonus: $619,650, based on target of 90% of salary, with 81% payout, reflecting 90% individual assessment, as described above. Equity Awards (1): $3,500,000, delivered 50% in stock options, 25% in RSUs and 25% in PSUs (based on 2022 performance) |

  37. Overview of Compensation for Our Named Executive Officers

    | Chief Legal Officer and Corporate Secretary Age: 52 | Shannon Thyme Klinger | | | | Compensation for Ms. Klinger for 2023 was as set forth below. | | | | | Salary: $800,000 (14.3% increase over 2022) Bonus: $583,200, based on target of 90% of salary, with 81% payout, reflecting 90% individual assessment, as described above. Equity Awards (1): $3,500,000, delivered 50% in stock options, 25% in RSUs and 25% in PSUs (based on 2022 performance) |

  38. Overview of Compensation for Our Named Executive Officers

    | 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 59. |

  39. Executive Compensation Philosophy

    | • | 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 shareholders 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. |

  40. Pay for Performance

    | • | 3-Year Analysis (2021-2023): The Company’s total shareholder return (TSR) performance over the three-year period ending December 31, 2023 was at the 36th percentile among these peer companies and the total realizable pay for our CEO over the same period was at the 4th percentile. | | • | 5-Year Analysis (2019-2023): The Company’s TSR performance over the five-year period ending December 31, 2023 was at the 100th percentile among these peer companies and the total realizable pay for our CEO over the same period was at the 72nd percentile. |

  41. Pay for Performance

    Realizable Total Direct Compensation (Realizable TDC) is defined as the sum of the following components: actual base salaries, short-term incentive awards, and long-term incentive awards paid over the preceding three- and five-year periods. The value of all in-the-money stock options granted during the preceding three- and five-year period and RSUs and PSUs granted over the preceding three- and five-year periods (reflecting actual performance results or estimated performance based on peer proxy disclosures) are valued as of December 31, 2023. TSRs are calculated based on the dividend adjusted closing price per share of common stock on the applicable exchange from January 1, 2021 through December 31, 2023 and from January 1, 2019 through December 31, 2023 for the respective periods.

  42. 2023 Say on Pay Vote and Shareholder Engagement

    | • | increased the weighting in our long-term incentive program for performance-based restricted stock units (PSUs) for our executive team beginning in 2024, and | | • | continued to provide greater visibility into those goals that will inform payouts on those PSU awards and for the goals in our corporate scorecard. For additional detail, see “Letter from the Compensation and Talent Committee,” on page 36, and “Governance—Shareholder Engagement” on page 20. |

  43. Executive Compensation Program Design

    Executive Compensation Program Design Our executive compensation program is designed to be 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 shareholders. 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, until recent years, 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 2021, we introduced PSUs into our equity programs for our Executive Committee members. As further described on page 53 below, these PSUs focused on achieving those goals that the Compensation Committee recognized would be key to our long-term success, particularly once COVID-19 vaccine revenues peaked. Early in 2021, Moderna had still not received full approval for any product—just an emergency use authorization for its COVID-19 vaccine—and the COVID-19 vaccine represented our only product to have reached a Phase 3 trial. Therefore, the goals for 2021-2023 reflected the importance of (i) obtaining full approval for our COVID-19 vaccine in key markets, (ii) commencing Phase 3 or registrational studies for non-COVID programs, and (iii) advancing our non-vaccine, therapeutic programs to positive Phase 1/2 early clinical readouts. Each of these goals for this first class of PSUs was achieved above target. The goals for our other classes of PSUs are further described on page 54 below. For the PSUs granted in 2021, 2022 and 2023, the long-term incentive mix was prescribed for each of our Executive Committee members as described below. Beginning in 2024, PSUs will represent 50% of the weighting for equity awards to our CEO, and one-third of the weighting for equity awards to our other Executive Committee members.

  44. Executive Compensation Program Design

    | | 2023 | | | 2024 | | | | Equity Mix | Stock Options | PSUs | RSUs | Stock Options | PSUs | RSUs | | CEO | 75% | 25% | — | 50% | 50% | — | | Other Executive Committee Members | 50% | 25% | 25% | 33% | 33% | 33% |

  45. Role of the Compensation Committee and the Board

    Role of the Compensation Committee and the Board 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 shareholders. 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.

  46. Compensation-Setting 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. |

  47. Role of Compensation Consultant

    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 2023, the Compensation Committee engaged Pay Governance as its compensation consultant to advise on executive compensation matters including:

  48. Role of Compensation Consultant

    | • | 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; |

  49. Role of Compensation Consultant

    | | 2024 Proxy statement | 44 |

  50. Role of Compensation Consultant

    | • | review and input on the Executive Compensation section of our Proxy Statement for our 2024 Annual Meeting of Shareholders; | | • | research, development and review of our compensation peer group; and | | • | support on other compensation matters as requested throughout the year. |

  51. Role of Compensation Consultant

    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 2023, 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 2023 has determined that Pay Governance is independent pursuant to the Nasdaq listing standards and SEC rules and has determined that no conflict of interest has arisen as a result of the work performed.

  52. Role of Market Data

    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 2023 the Compensation Committee considered the following criteria:

  53. Role of Market Data

    | • | 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. |

  54. Role of Market Data

    | | 2024 Proxy statement | 45 |

  55. Role of Market Data

    Based on these factors, the compensation peer group set forth below was adopted in October 2022 and was used in assessing compensation for our executives, including those decisions that were made in February 2023, particularly related to salary and annual equity awards that are described in this proxy statement.

  56. 2022-2023 Compensation Peer Group

    2022-2023 Compensation Peer Group

  57. 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 |

  58. 2022-2023 Compensation Peer Group

    In August 2023, based on ongoing analysis from Pay Governance, the Compensation Committee made updates to the compensation peer group that informed decisions made in February 2024 and that will inform decisions for the rest of the year. Updates were primarily aimed at removing and replacing companies whose market capitalization and future anticipated revenues were more aligned to Moderna on these factors.

  59. 2023-2024 Compensation Peer Group

    2023-2024 Compensation Peer Group

  60. 2023-2024 Compensation Peer Group

    | Alnylam Pharmaceuticals | Bristol-Myers Squibb | Pfizer | | Amgen | Gilead Sciences | Regeneron Pharmaceuticals | | BeiGene Ltd. | Incyte Corporation | Vertex Pharmaceuticals | | Biogen | Jazz Pharmaceuticals + | | | BioMarin Pharmaceutical | Merck | |

  61. 2023-2024 Compensation Peer Group

    | + | New addition to peer group for 2023-2024. | | | Removed AbbVie and Eli Lilly; Seagen was acquired by Pfizer in December 2023 |

  62. 2023-2024 Compensation Peer Group

    | | 2024 Proxy statement | 46 |

  63. Primary Elements of Executive Compensation Program

    | • | 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. |

  64. Primary Elements of Executive Compensation Program

    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.

  65. Short-Term Incentive Compensation

    Short-Term Incentive Compensation

  66. Annual Cash Bonuses

    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.

  67. Corporate and Individual Performance Goals

    Corporate and Individual Performance Goals At the beginning of each year, the Compensation Committee discusses with the CEO the annual corporate performance objectives that are intended to be the most significant drivers of our short-term and long-term success. In addition, at the beginning of each year, our CEO, in consultation with each of the other executive officers, establishes individual performance goals for each of the other executive officers, including our other NEOs. The individual performance goals are generally designed to align the goals of our executive officers, including our NEOs, and his or her department with the corporate goals. The CEO discusses with the Compensation Committee his overall goals for the year which are in line with the overall corporate objectives but also include individual goals and action plans. The CEO’s goals and performance are ultimately evaluated, and his bonus is approved, by the full Board, with input from the Compensation Committee. At the beginning of the year after the corporate performance objectives are established, the Compensation Committee, after reviewing management’s self-assessment, evaluates specific achievements that are designed to advance the prior year’s corporate objectives, and our overall success in the prior year, and determines the Company’s total percentage achievement level. Our

  68. Corporate and Individual Performance Goals

    | | 2024 Proxy statement | 47 |

  69. Corporate and Individual Performance Goals

    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.

  70. Target Annual Bonuses

    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.

  71. 2023 Corporate Objectives

    For each of these corporate objectives, our Compensation Committee established criteria for assessing performance in terms of what achievements would be below expectations, meet expectations or exceed expectations, with weighting assigned to each of these objectives as described on the next page. For performance at target for each objective, 100% of the allocable portion of the bonus was payable. For performance below target, but where threshold performance was met, 50% of the allocable portion of the bonus was payable. For maximum performance, 200% of the allocable portion of the bonus was payable. In February 2024, the Compensation Committee completed its assessment of management’s achievement of these corporate objectives for 2023, and concluded that for these core corporate objectives, management performed at a level that merited funding the bonus pool at 90%. In making its assessment, the Compensation Committee noted that commercial performance fell short of where the Company expected to perform at the beginning of 2023, albeit above threshold. In terms of operating income, the Company’s performance was below threshold performance, in part due to expenses that were recognized during the year in connection with resizing the Company’s manufacturing footprint and accounting-related tax expenses. No payout was made for operating income, and the Compensation Committee did not make any adjustments for these metrics beyond the GAAP results. Together, these financial goals represented the most heavily weighted aspect of the scorecard. For non-financial metrics, the Compensation Committee recognized that the Company continued to advance its pipeline and development programs with very strong results, including preparing for a launch of its RSV vaccine in 2024; advancing next-generation and combination vaccines; enrolling patients in clinical trials for the Company’s oncology programs; advancing rare disease therapeutic programs to prepare for pivotal studies; completing enrollment in the Company’s CMV Phase 3 trial; and opening Investigational New Drug (IND) applications for nine new products, including at least two in novel modalities or product concepts. Improvements to our platform technology, improvements to priority processes and employee learning were all on target. However, employee belonging, as measured in annual engagement surveys, fell short of expectations and no payout was made for this metric.

  72. 2023 Corporate Objectives

    | Corporate Objective | Goal Weight | Performance Metric Goals | Actual Performance | Committee Assessment | Payout | | Maximize the impact of the COVID-19 vaccine | | | | | | | • Product Sales | | • Threshold: $5.5B • Target: $9.0B | $6.7B | ▼ | 10% | | • Operating Income | | • Threshold: ($3.2B) • Target: ($0.4B) | ($4.2B) | ✖ | 0% | | Build an unrivaled seasonal respiratory vaccine franchise | | | | | | | • Expand portfolio of licensed respiratory vaccines | | • Threshold: File two COVID-19 sBLAs (supplemental Biologics License Applications) • Target: File three BLAs – Two COVID-19 sBLAs; RSV BLA | • Filed two COVID-19 sBLAs • Filed RSV BLA | ● | | | • Prepare for commercial launch of RSV and flu vaccines | | • Threshold: Align on demand and supply forecasts and secure capacity; create systems and processes to accept sales by Q1 2024 • Target: Threshold goals; align on pricing and access strategies in each targeted country; and define commercialization strategy | • Threshold and target goals achieved | ● | 20% | | • Advance clinical stage respiratory vaccines | | • Threshold: Complete Phase 1/2 enrollment for next-gen COVID-19/ Flu combination vaccine; enroll first patient in pediatric RSV combination vaccine • Target: Complete interim analysis for next-gen COVID-19/ Flu combination vaccine | • Initiated Phase 3 studies for next-gen COVID-19 vaccine and COVID-19/ Flu combination vaccine • Initiated Phase 1 study for pediatric RSV + hMPV | ◆ | | | Execute on a bold campaign of cancer vaccine studies | | | | | | | • Demonstrate the potential clinical benefit of our Individualized Neoantigen Therapy (INT) program | | • Threshold: Enroll ** patients in melanoma studies • Target: Enroll ** patients in melanoma studies | • Exceeded maximum enrollment goal for melanoma studies • First non-small cell lung cancer patient randomized January 5, 2024 | ▲ | 15% |

  73. 2023 Corporate Objectives

    | Corporate Objective | Goal Weight | Performance Metric Goals | Actual Performance | Committee Assessment | Payout | | Advance rare metabolic disease programs | | • Threshold: Enroll ** patients in Propionic acidemia (PA) study; dose first patient in cystic fibrosis (CFTR) study • Target: Identify recommended dose for PA expansion; initiate dosing a Phase 1/2 expansion or pivotal study; and enroll ** new patients in rare disease studies (e.g., PA, CFTR, MMA, GSD1a, PKU) | • PA dose selected and expansion in progress • Met target enrollment goal for rare disease programs | ● | 10% | | Drive rapid advancement and growth in our latent or other vaccine portfolio | | • Threshold: Enroll 80% of CMV P301 • Target: Enroll 80% of CMV P301; complete EBV infectious mononucleosis dose selection | • CMV P301 fully enrolled • Dosed first patients in VZV, HSV, Norovirus, Lyme and EBV therapeutic vaccine studies | ▲ | 15% | | Deliver the next-generation pipeline and platform | | | | | | | • Expand and diversify our pipeline through use of our mRNA technology • Meaningfully advance our mRNA technology to enhance our current modalities and invent novel modalities | | • Threshold: Open 6 IND/ CTAs • Target: Open 8 IND/ CTAs with at least one novel product concept | • 9 INDs safe to proceed including two novel concepts | ● | | | | | • Threshold: Achieve 2 of 5 of platform objectives** • Target: Achieve 3 of 5 of platform objectives** | • Proof of biology or clinical demonstration for 3 of 5 platform objectives for current and novel modalities | ● | 10% | | Build a culture of learning and strengthen our processes and digital systems | | | | | | | • Demonstrate improvement in priority processes • Invest in the development of our talent • Build a culture of belonging and inclusion | | • Threshold: Achieve 1 of 3 key process improvement goals (e.g., ERM launch, CMC goals, CMO mgmt, workforce planning) • Target: Achieve 2 of 3 goals | • Achieved 2 of 3 key process improvement goals | ● | 10% | | | | • Threshold: Increase average learning hours per employee by 25% • Target: Increase by 25% to 50% | • 67% average increase per employee | ◆ | | | | | • Threshold: Average engagement score of 72 to 73 based on surveys conducted during 2023 • Target: Average score of 74 to 75 (same or better than 2022) | • Average engagement score of 71 | ✖ | | | Final Performance Assessment | | | | | 90% |

  74. 2023 Annual Bonus Determination

    2023 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 2023, our Board, acting on the recommendation of the Compensation Committee, maintained the target bonus for our CEO at 150% of salary. The Compensation Committee similarly maintained the target bonus for Dr. Hoge at 100% of salary, and for our other NEOs at 90% of salary. In maintaining these target bonuses, the Board and Compensation Committee noted that targets were consistent with market trends for similarly situated executives, and that the targets provide an enhanced incentive to achieve annual corporate objectives. In February 2024, the Compensation Committee and Board determined that due to the challenges Moderna faced in meeting our corporate objectives for 2023, particularly with respect to meeting our financial goals, each member of the Executive Committee would receive a below-target individual multiplier of 90%. When combined with the 90% corporate multiplier, this individual performance rating resulted in bonus payments at 81% of target. This approach acknowledges that while each member of the Executive Committee made meaningful contributions to the Company’s progress in 2023, the Company’s success in achieving its objectives requires the Executive Committee to deliver as a team. The individual performance factor for each NEO was determined by the Compensation Committee following discussion of the Company’s overall performance. The Board and Compensation Committee agreed upon the decision to provide an individual performance multiplier of 90% to all of our Executive Committee members, including our CEO. The individual performance factors, when multiplied by the target bonus reflecting achievement of the corporate objective discussed above, resulted in individual bonus payouts below target, as described below. These bonus payouts are reflected under the “Non-Equity Plan Incentive Compensation” column in the 2023 Summary Compensation Table on page 59 below.

  75. 2023 Annual Bonus Determination

    | Name | 2023 Annual Base Salary ($) | 2023 Annual Target Bonus (% of salary) | 2023 Annual Target Bonus ($) | Corporate Performance Factor (%) | Individual Performance Factor (%) | Actual Cash Bonus ($) | | Stéphane Bancel | $1,575,000 | 150% | $2,362,500 | 90% | 90% | $1,913,625 | | James Mock | 800,000 | 90% | 720,000 | 90% | 90% | 583,200 | | Stephen Hoge, M.D. | 1,050,000 | 100% | 1,050,000 | 90% | 90% | 850,500 | | Arpa Garay | 850,000 | 90% | 765,000 | 90% | 90% | 619,650 | | Shannon Thyme Klinger | 800,000 | 90% | 720,000 | 90% | 90% | 583,200 |

  76. 2023 Annual Bonus Determination

    | | 2024 Proxy statement | 51 |

  77. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The Committee believes that LTI awards are a critical element of compensation that provide a mechanism to align shareholders and executives, and to reinforce behaviors consistent with Moderna’s strategic plan. 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 shareholders. Equity awards also help us attract and retain top-performing executive officers in a competitive market.

  78. Long-Term Incentive Compensation

    | Long-term incentive vehicle | Standard vesting schedule | Description | | Stock Options | • Ratably over four years (25% vesting on first anniversary of grant date, 6.25% over the next 12 quarters) | • Provide strong incentives for our executives to pursue growth that would result in long-term stock price appreciation | | Restricted Stock Units (RSUs) | • Ratably over four years (25% vesting on first anniversary of grant date, 6.25% over the next 12 quarters) | • Reward executives for growth in the price of our common stock as additional values are derived from stock price appreciation • Help build actual stock ownership and are less dilutive to our shareholders than stock options | | Performance-based Restricted Stock Units (PSUs) | • Cliff vesting based on performance at the end of three-year performance period | • Reward executives for execution of long-term strategic and financial objectives, while providing a direct link to the creation of sustainable shareholder value and execution of our strategic business plan |

  79. 2023 Equity Awards

    2023 Equity Awards The value of equity awards granted to our executive officers, including our NEOs, varies based on 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. 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. At its February 2023 meeting, the Compensation Committee approved the 2023 annual equity awards for our NEOs. The Board made this determination for our CEO upon the recommendation of the Compensation Committee. 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 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-trading 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 2023 are set forth in the “Summary Compensation Table” and the “Grants of Plan-Based Awards for Fiscal Year 2023” table on page 61.

  80. 2023 Equity Awards

    | | 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) | 1,750,000 | 875,000 | 875,000 | 3,500,000 | | Stephen Hoge, M.D.(2) | 3,250,000 | 1,625,000 | 1,625,000 | 6,500,000 | | Arpa Garay(2) | 1,750,000 | 875,000 | 875,000 | 3,500,000 | | Shannon Thyme Klinger(2) | 1,750,000 | 875,000 | 875,000 | 3,500,000 |

  81. 2023 Equity Awards

    | (1) The annual equity awards mix for the CEO was 75% stock options and 25% PSUs. | | (2) The annual equity awards mix for the NEOs other than the CEO was 50% stock options, 25% RSUs and 25% PSUs. |

  82. 2023 Equity Awards

    | | 2024 Proxy statement | 52 |

  83. Determination of 2021 Earned PSUs

    Determination of 2021 Earned PSUs We introduced performance-based restricted stock units (PSUs) as part of our compensation program for our Executive Committee in 2021. These PSUs have a three-year performance period and are focused on advancing and diversifying our portfolio beyond COVID-19. At the time the performance goals were adopted for this class of PSUs, we had just received emergency use authorization for our COVID-19 vaccine, but had not received full approval for any product (including our COVID-19 vaccine). Our COVID-19 vaccine was also our only program to have reached a Phase 3 study. At the time, the Compensation Committee and Board recognized that obtaining full approval in major markets for COVID-19 vaccines, and advancing our portfolio beyond COVID-19 and infectious diseases would be key to laying the groundwork for long-term, sustainable growth. The only current NEOs who were employed by us at the time this PSU was awarded and who are eligible to receive them are Mr. Bancel and Dr. Hoge. The Committee approved a vesting of 200% at its February 2024 meeting for the 2021 PSUs. The table below summarizes the goals established for the three-year period along with the Committee’s performance assessment of each goal. The maximum vesting reflects the significant momentum built cross our business and our pipeline advancing our respiratory, latent, oncology and rare disease franchises.

  84. Determination of 2021 Earned PSUs

    | Performance Metric Goals |

  85. Determination of 2021 Earned PSUs

    | Performance Metric | Metric Weighting | Threshold (50% vesting) | Target (100% vesting) | Maximum (200% vesting) | Actual | | Vesting Percentage | | Obtaining product approval under BLA from US FDA, or equivalent approval for commercial distribution in another major market | 25% | 1 (either in the US or the European Union) | 2 (approval in both the US and the European Union) | 4 or more (all major market countries) | ▲ | COVID-19 approval in: 1. US 2. Canada 3. EU 4. UK 5. Japan | 50% | | Initiation of Phase 3 or registrational study for any non-COVID program | 50% | 1 | 3 | 4+ | ▲ | 1. INT Melanoma 2. Flu 3. RSV 4. Flu/COVID 5. CMV | 100% | | Completing a non-vaccine Phase 1 or 2 trial producing positive readouts, other than in infectious disease vaccines | 25% | 1 | 2 | 3+ | ▲ | 1. INT Phase 2b (melanoma) 2. PA Phase 1/2 3. MMA Phase 1/2 4. GSD1a Phase 1 | 50% | | | | | | | | Total Vesting | 200% | | ▼ Threshold ● Target ▲ Maximum | | | | | | | |

  86. Determination of 2021 Earned PSUs

    Based on the Committee’s approval of the 200% vesting, the following PSUs vested on February 14, 2024 for our NEOs that participated in the program:

  87. Determination of 2021 Earned PSUs

    | Name | Number of PSUs Granted at Target | Grant Date Value(1) | Vesting Percentage | Earned Number of PSUs | Value at Vest(2) | | Stéphane Bancel | 28,368 | $3,749,966 | 200% | 56,736 | $4,843,552 | | Stephen Hoge, M.D. | 11,347 | 1,499,960 | 200% | 22,694 | 1,937,387 |

  88. Determination of 2021 Earned PSUs

    | (1) Values represent grant date fair values calculated in accordance with FASB ASC Topic 718. | | (2) The value realized upon the vesting is calculated based on the closing market price of a share of our common stock on the date prior to the date of vesting. |

  89. Determination of 2021 Earned PSUs

    | | 2024 Proxy statement | 53 |

  90. Outstanding PSU Awards

    Outstanding PSU Awards The table below summarizes the PSU awards that were granted in 2022, 2023 and 2024 that remain outstanding as of the date of this Proxy Statement, including an overview of the pre-established performance metrics for each award.

  91. Outstanding PSU Awards

    | Grant Year | 2022 | 2023 | 2024 | 2025 | 2026 | 2027 | | 2022 | Key metrics: • Advancing our combination respiratory vaccine strategy • Diversifying our pipeline beyond respiratory vaccines • Establishing manufacturing plants • Building out our digital capabilities | | | | | | | 2023 | | Key metrics: • Obtaining approvals for respiratory disease programs and growing our U.S. market share • Advancing our individualized neoantigen therapy (INT) | | | | | | 2024 | | | Key Metrics: • Delivering on key externally communicated financial goals through 2026 • Executing on our late-stage pipeline beyond respiratory | | | |

  92. Outstanding PSU Awards

    The inclusion of long-term financial metrics into our PSUs for the first time in 2024 reflects our ongoing evolution and increased visibility into financial performance over a multi-year period as a commercial company, particularly as we execute on the anticipated launch of additional respiratory products. We also remain focused on expanding and diversifying our portfolio into non-respiratory therapeutic areas to drive long-term shareholder value. 2024 Long-Term Incentive Mix At the February 2024 meeting, the Compensation Committee approved changes to the LTI mix for the CEO Compensation and other NEOs, shifting additional weighting towards PSUs to further tie our executive compensation program to our long-term financial and pipeline expansions objectives. We believe that this adjustment to the weighting of the LTI mix will continue to focus our executive team on achieving those strategic objectives that will lead to the creation of sustainable shareholder value. Increased Weighting of PSUs for 2024 LTI Awards

  93. Outstanding PSU Awards

    | | 2024 Proxy statement | 54 |

  94. Arpa Garay – Executive Separation Agreement and Release

    equity awards while she remains employed by the Company, but she will not be eligible for an equity award in 2024 or for a bonus for 2024 beyond the payments to which she is otherwise entitled under the Executive Severance Plan.

  95. Executive Severance Plan

    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 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 shareholders regardless of whether those transactions may result in their own job loss. All of our NEOs are eligible for the Executive Severance Plan. Separate from the Executive Severance Plan, our NEOs are also covered by the Company’s guidelines regarding involuntary terminations, which provide for accelerated vesting of 15% of any outstanding and unvested time-based awards if termination occurs following the first anniversary of the new hire grant date.

  96. Termination not in connection with a change in control

    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):

  97. Termination not in connection with a change in control

    | (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, 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. |

  98. Termination in connection with a change in control

    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 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:

  99. Termination in connection with a change in control

    | (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. |

  100. Termination in connection with a change in control

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  101. Termination in connection with a change in control

    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.

  102. Equity Award Grant Policy

    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:

  103. Equity Award Grant Policy

    | • | Equity awards granted in connection with the hiring of a new employee are generally awarded on the fifth day 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. |

  104. Equity Award Grant Policy

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

  105. 2023 Summary Compensation Table

    2023 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.

  106. 2023 Summary Compensation Table

    | 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 | 2023 | $1,563,462 | $1,913,625 | $— | $3,129,194 | $9,387,713 | $1,074,520 | $17,068,514 | | | 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 | | James Mock Chief Financial Officer | 2023 | 792,308 | 583,200 | — | 1,460,282 | 1,460,295 | 21,100 | 4,317,185 | | | 2022 | 227,885 | 259,644 | 1,000,000 | 2,919,660 | 2,919,680 | 4,327 | 7,331,196 | | Stephen Hoge, M.D. President | 2023 | 1,042,308 | 850,500 | — | 2,711,792 | 2,711,966 | 22,600 | 7,339,166 | | | 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 | | Arpa Garay Former Chief Commercial Officer | 2023 | 842,308 | 619,650 | — | 1,460,282 | 1,460,295 | 63,413 | 4,445,948 | | | 2022 | 458,462 | 508,932 | 1,500,000 | 2,502,713 | 2,502,742 | 203,303 | 7,676,152 | | Shannon Thyme Klinger Chief Legal Officer and Corporate Secretary | 2023 | 784,616 | 583,200 | — | 1,460,282 | 1,460,295 | 24,103 | 4,312,496 | | | 2022 | 692,590 | 756,000 | — | 1,112,728 | 1,112,705 | 47,173 | 3,721,196 | | | 2021 | 381,096 | 344,000 | 250,000 | 6,000,000 | 4,000,000 | 514,051 | 11,489,147 |

  107. 2023 Summary Compensation Table

    | (1) Mr. Mock and Ms. Garay were hired on September 6, 2022 and May 31, 2022, respectively. Neither was an NEO for 2021; Ms. Klinger was not an NEO for 2022. | | (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, 2023, 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 equity awards reported in these columns are set forth in Note 12 to our Consolidated Financial Statements for the year ended December 31, 2023 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-trading day trailing average closing price convention is used for calculating the number of RSUs, PSUs and stock options granted. The grant date fair value of the PSUs are based on the probable outcome of the applicable performance metrics. 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. |

  108. Grants of Plan-Based Awards for Fiscal Year 2023

    Grants of Plan-Based Awards for Fiscal Year 2023 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 2023. For a description of the types of awards indicated below, please see our “Compensation Discussion and Analysis” above.

  109. Grants of Plan-Based Awards for Fiscal Year 2023

    | Name | Grant Date(1) | Award Type | Estimated Future Payouts Under Performance Share Units (#)(2) | | | Restricted Stock Units (#)(3) | Stock Options (#)(4) | Stock Option Exercise Price(5) | Grant Date Fair Value of Awards(6) | | | | | Threshold | Target | Maximum | | | | | | Stéphane Bancel | February 28, 2023 | Annual Equity | | | | | 128,830 | $138.81 | $9,387,713 | | | February 28, 2023 | Annual Equity | 11,271 | 22,543 | 45,086 | | | | 3,129,194 | | James Mock | February 28, 2023 | Annual Equity | | | | | 20,040 | 138.81 | 1,460,295 | | | February 28, 2023 | Annual Equity | | | | 5,260 | | | 730,141 | | | February 28, 2023 | Annual Equity | 2,630 | 5,260 | 10,520 | | | | 730,141 | | Stephen Hoge, M.D. | February 28, 2023 | Annual Equity | | | | | 37,217 | 138.81 | 2,711,966 | | | February 28, 2023 | Annual Equity | | | | 9,768 | | | 1,355,896 | | | February 28, 2023 | Annual Equity | 4,884 | 9,768 | 19,536 | | | | 1,355,896 | | Arpa Garay | February 28, 2023 | Annual Equity | | | | | 20,040 | 138.81 | 1,460,295 | | | February 28, 2023 | Annual Equity | | | | 5,260 | | | 730,141 | | | February 28, 2023 | Annual Equity | 2,630 | 5,260 | 10,520 | | | | 730,141 | | Shannon Thyme Klinger | February 28, 2023 | Annual Equity | | | | | 20,040 | 138.81 | 1,460,295 | | | February 28, 2023 | Annual Equity | | | | 5,260 | | | 730,141 | | | February 28, 2023 | Annual Equity | 2,630 | 5,260 | 10,520 | | | | 730,141 |

  110. Grants of Plan-Based Awards for Fiscal Year 2023

    | (1) All annual equity grants were approved by the Compensation Committee on February 14, 2023, with a grant date of February 28, 2023, for annual stock option, RSU and PSU grants (the second trading day following the filing of our Annual Report 10-K with the SEC). | | (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, 2025. | | (3) Each RSU is subject to time-based vesting, as described in the footnotes to the “Outstanding Equity Awards at 2023 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 2023 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 2023, 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 12 to our Consolidated Financial Statements for the year ended December 31, 2023 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. |

  111. Grants of Plan-Based Awards for Fiscal Year 2023

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  112. Outstanding Equity Awards at 2023 Year-end

    Outstanding Equity Awards at 2023 Year-end The table below sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2023.

  113. Outstanding Equity Awards at 2023 Year-end

    | 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 | 2/23/2016 | Options | 2/23/2017 | 688,073(3) | — | $10.90 | 2/23/2026 | $60,928,864 | | | 8/10/2016 | Options | 8/10/2016 | 558,394(3) | — | 19.15 | 8/10/2026 | 44,839,038 | | | 8/10/2016 | Options | 8/10/2016 | 193,321(3) | — | 19.15 | 8/10/2026 | 15,523,676 | | | 2/23/2017 | Options | 2/22/2018 | 642,201(3) | — | 12.21 | 2/23/2027 | 56,025,615 | | | 2/28/2018 | Options | 2/28/2019 | 903,096(4) | 14,335(4) | 14.22 | 2/28/2028 | 78,192,644 | | | 12/6/2018 | Options | 6/13/2020 | 4,587,155(3) | — | 23.00 | 12/6/2028 | 350,688,000 | | | 3/8/2019 | Options | 3/8/2020 | 593,592(3) | — | 20.93 | 3/8/2029 | 46,608,844 | | | 2/28/2020 | Options | 2/28/2021 | 604,200(5) | 40,280(5) | 25.93 | 2/28/2030 | 47,382,170 | | | 2/9/2021 | Options | 2/9/2022 | 99,071(5) | 45,034(5) | 179.52 | 2/9/2031 | — | | | 3/5/2021 | PSUs | | — | 28,368(7) | — | | 2,821,198 | | | 3/1/2022 | Options | 3/1/2023 | 64,034(5) | 82,330(5) | 149.52 | 3/1/2032 | — | | | 3/1/2022 | PSUs | | — | 24,058(7) | — | | 2,392,568 | | | 2/28/2023 | Options | 2/28/2024 | — | 128,830(5) | 138.81 | 2/28/2033 | — | | | 2/28/2023 | PSUs | | — | 22,543(7) | — | | 2,241,901 | | | | | | | | | | 707,644,518 | | James Mock | 10/5/2022 | Options | 10/5/2023 | 10,969(5) | 32,907(5) | 125.62 | 10/5/2032 | — | | | 10/5/2022 | RSUs | 10/5/2023 | — | 17,432(5) | — | | 1,733,612 | | | 2/28/2023 | Options | 2/28/2024 | — | 20,040(5) | 138.81 | 2/28/2033 | — | | | 2/28/2023 | RSUs | 2/28/2024 | — | 5,260(5) | — | | 523,107 | | | 2/28/2023 | PSUs | | — | 5,260(7) | — | | 523,107 | | | | | | | | | | 2,779,826 | | Stephen Hoge, M.D. | 8/10/2016 | Options | 8/10/2016 | 223,357(3) | — | 19.15 | 8/10/2026 | 17,935,567 | | | 8/10/2016 | Options | 8/10/2016 | 96,660(3) | — | 19.15 | 8/10/2026 | 7,761,798 | | | 2/23/2017 | Options | 2/22/2018 | 458,715(3) | — | 12.21 | 2/23/2027 | 40,018,297 | | | 10/3/2017 | Options | 10/3/2018 | 1,834,862(3) | — | 12.21 | 10/3/2027 | 160,073,361 | | | 2/28/2018 | Options | 2/27/2019 | 412,844(3) | — | 14.22 | 2/28/2028 | 35,186,694 | | | 3/8/2019 | Options | 3/8/2020 | 339,195(3) | — | 20.93 | 3/8/2029 | 26,633,591 | | | 2/28/2020 | Options | 2/28/2021 | 201,398(5) | 13,428(5) | 25.93 | 2/28/2030 | 15,794,008 | | | 2/28/2020 | RSUs | 2/28/2022 | — | 2,411(6) | — | | 239,774 | | | 2/9/2021 | Options | 2/9/2022 | 26,419(5) | 12,009(5) | 179.52 | 2/9/2031 | — | | | 2/9/2021 | RSUs | 2/9/2022 | — | 2,612(5) | — | | 259,763 | | | 3/5/2021 | PSUs | | — | 11,347(7) | — | | 1,128,459 | | | 3/1/2022 | Options | 3/1/2023 | 18,497(5) | 23,785(5) | 149.52 | 3/1/2032 | — | | | 3/1/2022 | RSUs | 3/1/2023 | — | 5,865(5) | — | | 583,274 | | | 3/1/2022 | PSUs | | — | 10,425(7) | — | | 1,036,766 | | | 2/28/2023 | Options | 2/28/2024 | — | 37,217(5) | 138.81 | 2/28/2033 | — | | | 2/28/2023 | RSUs | 2/28/2024 | — | 9,768(5) | — | | 971,428 | | | 2/28/2023 | PSUs | | — | 9,768(7) | — | | 971,428 | | | | | | | | | | 308,594,208 |

  114. Outstanding Equity Awards at 2023 Year-end

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  115. Outstanding Equity Awards at 2023 Year-end

    | Name | Grant Date(1) | Award Type | First Vesting Date | Number Exercisable/ Vested | Number Unexercisable/ Unvested | Option Exercise Price | Option Expiration Date | Market Value(2) | | Arpa Garay | 6/5/2022 | Options | 6/5/2023 | 13,036(5) | 21,730(5) | 137.15 | 6/5/2032 | — | | | 6/5/2022 | RSUs | 6/5/2023 | — | 11,405(5) | — | | 1,134,227 | | | 2/28/2023 | Options | 2/28/2024 | — | 20,040(5) | 138.81 | 2/28/2033 | — | | | 2/28/2023 | RSUs | 2/28/2024 | — | 5,260(5) | — | | 523,107 | | | 2/28/2023 | PSUs | | — | 5,260(7) | — | | 523,107 | | | | | | | | | | 2,180,441 | | Shannon Thyme Klinger | 6/7/2021 | Options | 6/7/2022 | 26,355(5) | 15,814(5) | 219.57 | 6/7/2031 | — | | | 6/7/2021 | RSUs | 6/7/2022 | — | 6,832(5) | — | | 679,442 | | | 6/7/2021 | RSUs | 6/7/2024 | — | 9,108(8) | — | | 905,791 | | | 3/1/2022 | Options | 3/1/2023 | 6,601(5) | 8,490(5) | 149.52 | 3/1/2032 | — | | | 3/1/2022 | RSUs | 3/1/2023 | — | 2,094(5) | — | | 208,248 | | | 3/1/2022 | PSUs | | — | 3,721(7) | — | | 370,053 | | | 2/28/2023 | Options | 2/28/2024 | — | 20,040(5) | 138.81 | 2/28/2033 | — | | | 2/28/2023 | RSUs | 2/28/2024 | — | 5,260(5) | — | | 523,107 | | | 2/28/2023 | PSUs | | — | 5,260(7) | — | | 523,107 | | | | | | | | | | 3,209,748 |

  116. Outstanding Equity Awards at 2023 Year-end

    | (1) Equity awards granted prior to December 6, 2018 are subject to the terms of our 2016 Stock Option and Grant Plan, as amended from time to time (the 2016 Stock Plan), and equity awards granted on or after December 6, 2018 are subject to the terms of our 2018 Stock Plan. | | (2) Market value reflects the value of the applicable equity award, including both vested and unvested portions, based upon the closing price for the Company’s common stock on December 29, 2023 of $99.45. | | (3) The shares subject to the option are fully vested. | | (4) This option grant vests in three tranches. The first tranche, consisting of 50% of the underlying shares, vests as follows: 25% of this tranche vested on the first anniversary of the grant date, and the remainder vests in 12 equal quarterly installments thereafter. The second tranche, consisting of 25% of the underlying shares, vests as follows: 25% of this tranche vested on the second anniversary of the grant date, and the remainder vests in 12 equal quarterly installments thereafter. The third tranche, consisting of 25% of the underlying shares, vests as follows: 25% of this tranche vests on the third anniversary of the grant date, and the remainder will vest in 12 equal quarterly installments thereafter. Vesting is generally subject to Mr. Bancel’s continuous employment with the Company through the applicable vesting date. | | (5) 25% of the shares subject to the equity award vest on the first anniversary of the grant date and the remaining 75% vest in 12 equal quarterly installments thereafter, generally subject to the NEO’s continuous service relationship with the Company through each applicable vesting date. | | (6) 50% of the shares subject to the equity award vest on the second anniversary of the grant date and the remaining 50% vest in 8 equal quarterly installments thereafter, generally subject to the NEO’s continuous service relationship with the Company through each applicable vesting date. | | (7) Number of PSUs assumes performance at target. The shares subject to the equity award are scheduled to vest within two and a half months of the conclusion of the performance period, which ends on December 31st of the second calendar year after the grant date, and following a determination by the Compensation Committee on whether the performance criteria have been satisfied; if an NEO remains employed for at least one year of the performance period, he or she will be entitled to a pro rata award based upon time employed, subject to satisfaction of the performance criteria. The number of shares subject to vesting reflect anticipated performance at target. | | (8) The shares subject to the equity award vest in full on the third anniversary of the grant date, subject to the NEO’s continuous service relationship with the Company through the applicable vesting date. |

  117. Outstanding Equity Awards at 2023 Year-end

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  118. Option Exercises and Stock Vested in Fiscal Year 2023

    Option Exercises and Stock Vested in Fiscal Year 2023 The following table sets forth the number of shares acquired and the value realized upon exercises of stock options and vesting of RSUs during the fiscal year ended December 31, 2023 by each of our NEOs.

  119. Option Exercises and Stock Vested in Fiscal Year 2023

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Stéphane Bancel | 2,027,155 | $300,714,563 | — | $— | | James Mock | — | — | 5,810 | 605,751 | | Stephen Hoge, M.D. | — | — | 16,291 | 1,908,414 | | Arpa Garay | — | — | 6,843 | 814,837 | | Shannon Thyme Klinger | — | — | 6,181 | 726,519 |

  120. Option Exercises and Stock Vested in Fiscal Year 2023

    | (1) The value realized upon the exercise of option awards is calculated as the difference between the market price of the underlying security at exercise and the exercise price of the options. | | (2) The value realized upon the vesting of stock awards is calculated based on the closing market price of a share of our common stock on the date prior to the date of vesting. |

  121. Option Exercises and Stock Vested in Fiscal Year 2023

    All stock option exercises shown in the table above were conducted pursuant to a 10b5-1 plan. For as long as they are executives, our NEOs are required to conduct any sales of Moderna stock, including stock option exercises, pursuant to 10b5-1 plans. These plans require that the executive commit to a trading plan in advance and at a time when the Company is in an open trading window under the Company’s Insider Trading Policy. The stock option exercises shown above for Mr. Bancel were all exercises of a stock option award that was granted in August 2013 and that expired in August 2023. In May 2022, Mr. Bancel announced his intention to fully exercise the award, exercising 40,000 options each Wednesday and Thursday under a 10b5-1 plan until it was fully exercised. Mr. Bancel has committed to contributing the after-tax proceeds from the option exercise to charitable causes. Mr. Bancel’s announcement regarding the exercise of the stock option and the contribution of the proceeds to charitable causes can be found in the Current Report on Form 8-K filed by Moderna with the SEC on May 24, 2022.

  122. Option Exercises and Stock Vested in Fiscal Year 2023

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  123. Potential Payments on Termination or Change in Control

    Potential Payments on Termination or Change in Control Our Executive Severance Plan, as described above, provides for certain payments and benefits in the event of certain qualifying terminations of employment, including qualifying terminations of employment in connection with a change in control of the Company. The table below quantifies the potential payments and benefits that would have become due to our NEOs, assuming that a qualifying termination occurred on December 31, 2023. In the event of termination due to death or disability, each of our named executive officers would be eligible to have any outstanding but unvested time-based equity accelerate on the same terms as other employees, up to a cap of $500 million, plus pro-rata vesting of any PSUs. In the event of an involuntary termination, each of our NEOs would be eligible for accelerated vesting of 15% of any outstanding and unvested time-based equity awards, in accordance with the Company’s severance guidelines. The closing market price of a share of our common stock on December 29, 2023 (the last trading day of 2023) was $99.45.

  124. Potential Payments on Termination or Change in Control

    | | Qualifying Termination Not in Connection with a Change in Control ($)(1) | Qualifying Termination in Connection with a Change in Control ($)(2) | Termination Due to Death or Disability ($) | | Stéphane Bancel | | | | | Cash Severance Payment | $1,575,000(3) | $2,362,500(4) | $— | | Cash Incentive Bonus Payment | 2,362,500(5) | 5,906,250(6) | — | | COBRA Premiums | 26,712(7) | 40,069(8) | — | | Accelerated Equity Vesting | 627,452(9) | 14,460,022(10) | 11,419,140(11) | | James Mock | | | | | Cash Severance Payment | 800,000(3) | 1,200,000(4) | — | | Cash Incentive Bonus Payment | 720,000(5) | 1,800,000(6) | — | | COBRA Premiums | 26,712(7) | 40,069(8) | — | | Accelerated Equity Vesting | 338,428(9) | 2,779,826(10) | 2,256,719(11) | | Stephen Hoge, M.D. | | | | | Cash Severance Payment | 1,050,000(3) | 1,575,000(4) | — | | Cash Incentive Bonus Payment | 1,050,000(5) | 2,625,000(6) | — | | COBRA Premiums | 26,712(7) | 40,069(8) | — | | Accelerated Equity Vesting | 455,966(9) | 7,306,578(10) | 5,988,865(11) | | Arpa Garay | | | | | Cash Severance Payment | 850,000(3) | 1,275,000(4) | — | | Cash Incentive Bonus Payment | 765,000(5) | 1,912,500(6) | — | | COBRA Premiums | 26,342(7) | 39,513(8) | — | | Accelerated Equity Vesting | 248,526(9) | 2,180,441(10) | 1,657,334(11) | | Shannon Thyme Klinger | | | | | Cash Severance Payment | 800,000(3) | 1,200,000(4) | — | | Cash Incentive Bonus Payment | 720,000(5) | 1,800,000(6) | — | | COBRA Premiums | 17,341(7) | 26,012(8) | — | | Accelerated Equity Vesting | 347,379(9) | 3,209,749(10) | 2,563,025(11) |

  125. Potential Payments on Termination or Change in Control

    | | 2024 Proxy statement | 65 |

  126. Potential Payments on Termination or Change in Control

    | (1) A “qualifying termination” means a termination other than due to cause, death or disability or a resignation for good reason and “not in connection with a change in control” means outside of the change in control period. | | (2) A “qualifying termination” means a termination other than due to cause, death or disability or a resignation for good reason and “in connection with a change in control” means within the change in control period. | | (3) Represents 12 months of the executive’s base salary. | | (4) Represents 18 months of the executive’s base salary. | | (5) Represents the NEO’s target annual bonus opportunity. | | (6) Represents 150% of the NEO’s target annual bonus opportunity plus the NEO’s target bonus opportunity, pro-rated for the number of full weeks elapsed in the then-current fiscal year prior to the date of termination. | | (7) Represents 12 months of our contribution towards health insurance, based on our actual costs to provide health insurance to the NEO as of the date of termination. | | (8) Represents 18 months of our contribution towards health insurance, based on our actual costs to provide health insurance to the NEO as of the date of termination. | | (9) Represents the value of acceleration of 15% of the NEO’s unvested and outstanding time-based equity awards. The NEO would remain eligible for the pro-rata portion of any outstanding PSUs based on actual performance, but such PSUs would not be subject to accelerated vesting. | | (10) Represents the value of acceleration of (i) vesting of 100% of the NEO’s unvested and outstanding time-based equity awards and (ii) vesting of the NEO’s unvested and outstanding PSUs, based on the market price of a share of our common stock on December 29, 2023, which was $99.45. | | (11) Represents the value of acceleration of (i) vesting of 100% of the NEO’s unvested and outstanding time-based equity awards and (ii) pro-rated vesting of the NEO’s unvested and outstanding PSUs, based on the market price of a share of our common stock on December 29, 2023, which was $99.45. |

  127. Potential Payments on Termination or Change in Control

    | | 2024 Proxy statement | 66 |

  128. CEO Pay Ratio

    CEO Pay Ratio We present below the ratio of annual total compensation of our median compensated employee to the annualized total compensation of Mr. Bancel, calculated in accordance with Item 402(u) of Regulation S-K. In identifying our median employee, we reviewed the compensation of our entire employee population of approximately 5,600 global employees as of December 31, 2023. In performing this analysis, we identified the median employee based on actual base pay during 2023, plus all cash bonuses, overtime pay and equity awards received/granted during the year. After identifying the median employee, we then determined the cash bonus for 2023 (paid in 2024), as well as other benefits such as 401(k) match, in the same method used to calculate and report Mr. Bancel’s compensation. The 2023 total compensation for Mr. Bancel, as reported above in the 2023 Summary Compensation Table on page 59 was $17,068,514, which reflects all elements of his compensation as determined under Item 402 of Regulation S-K. The 2023 annual total compensation as determined under Item 402 of Regulation S-K for our median employee, who is employed as a Finance Manager, was $209,627. The ratio of Mr. Bancel’s total compensation to our median employee’s total annual compensation for fiscal year 2023 is 81 to 1.

  129. Pay Versus Performance

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

  130. Pay Versus Performance

    | | | | | Average Compensation Actually Paid to Other NEOs(2) (e) | Value of Initial Fixed $100 Investment Based on: | | | Company -Selected Measure [Product Sales](4)(5) (millions) (i) | | Year(1) (a) | Summary Compensation Table Total for PEO (b) | Compensation Actually Paid to PEO(2) (c) | Average SCT Total for Other NEOs (d) | | Moderna TSR (f) | Peer Group(3) TSR (g) | Net Income (millions) (h) | | | 2023 | $17,068,514 | $(155,552,174) | $5,103,698 | $(3,939,532) | $508 | $115 | $(4,714) | $6,671 | | 2022 | 19,363,648 | (306,219,630) | 5,822,260 | (8,967,479) | 918 | 111 | 8,362 | 18,435 | | 2021 | 18,155,739 | 793,044,894 | 8,256,157 | 67,035,028 | 1,298 | 125 | 12,202 | 17,675 | | 2020 | 12,855,275 | 469,967,605 | 5,286,409 | 54,985,594 | 534 | 126 | (747) | 200 |

  131. Pay Versus Performance

    | (1) Mr. Bancel served as our PEO in each year shown. The Other NEOs reflected in columns (d) and (e) above represent the following individuals for each of the years shown: | | | • | 2023 – Arpa Garay, Stephen Hoge, Shannon Thyme Klinger and James Mock | | • | 2022 – Juan Andres, Arpa Garay, Jorge Gomez, Stephen Hoge, David Meline and James Mock | | • | 2021 – Juan Andres, Stephen Hoge, Shannon Thyme Klinger, David Meline and Corinne LeGoff | | • | 2020 – Juan Andres, Stephen Hoge, Lorence Kim, David Meline and Tal Zaks |

  132. Pay Versus Performance

    | Biographical information for each of these individuals and their positions can be found above, beginning on page 33, or in the proxy statement for the year upon which compensation was reported, under the heading “Management.” | | (2) The applicable Summary Compensation Table totals reported for the PEO and the average of the Other NEOs for each year were subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate “compensation actually paid”: |

  133. Pay Versus Performance

    | | 2024 Proxy statement | 68 |

  134. Pay Versus Performance

    | | 2023 | | 2022 | | 2021 | | 2020 | | | | PEO | Average for Other NEOs | PEO | Average for Other NEOs | PEO | Average for Other NEOs | PEO | Average for Other NEOs | | Summary Compensation Table | $17,068,514 | $5,103,698 | $19,363,648 | $5,822,260 | $18,155,739 | $8,256,157 | $12,855,275 | $5,286,409 | | Adjustments | | | | | | | | | | Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table(a) | (12,516,907) | (3,546,372) | (14,389,009) | (4,285,485) | (15,000,000) | (6,600,000) | (9,000,000) | (4,220,000) | | Increase/(decrease) for the Inclusion of Rule 402(v) Equity Values(a) | (160,103,781) | (5,496,858) | (311,194,269) | (10,504,254) | 789,889,155 | 65,378,871 | 466,112,330 | 53,919,185 | | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year | 7,294,658 | 2,224,773 | 18,930,378 | 5,957,933 | 25,410,484 | 7,893,516 | 53,681,961 | 14,619,557 | | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards | (15,002,894) | (4,007,912) | (216,035,770) | (5,734,897) | 577,920,879 | 29,752,324 | 347,020,376 | 30,590,579 | | Change in Fair Value of Prior Years’ Equity Awards that Vested During the Year | (152,395,545) | (3,713,719) | (114,088,877) | (10,254,023) | 186,557,792 | 27,733,031 | 65,409,993 | 10,481,461 | | Change in Fair Value of Prior Years’ Equity Awards that Forfeited During the Year | — | — | — | (473,267) | — | — | — | (1,772,412) | | Compensation Actually Paid | (155,552,174) | (3,939,532) | (306,219,630) | (8,967,479) | 793,044,894 | 67,035,028 | 469,967,605 | 54,985,594 |

  135. Pay Versus Performance

    | (a) Compensation Actually Paid excludes the Stock Awards and Option Awards columns from the relevant fiscal year’s Summary Compensation Table total. The Rule 402(v) Equity Values instead reflect the aggregate of the following components, as applicable: (i) the fair value as of the end of the listed fiscal year of unvested equity awards granted in that year; (ii) the change in fair value during the listed fiscal year of equity awards granted in prior years that remained outstanding and unvested at the end of the listed fiscal year; and (iii) the change in fair value during the listed fiscal year through the vesting date of equity awards granted in prior years that vested during the listed fiscal year, less the fair value at the end of the prior year of awards granted prior to the listed fiscal year that failed to meet applicable vesting conditions during the listed fiscal year. Equity values are calculated in accordance with FASB ASC Topic 718. |

  136. Pay Versus Performance

    | (3) Peer group TSR reflects the Nasdaq Biotechnology Index for all four fiscal years disclosed, which aligns with the peer group used in our Annual Report on 10-K for each of these years. | | (4) The Company has identified Product Sales from COVID-19 vaccines as the company-selected measure for the pay versus performance disclosure, as it represents the most important financial performance measure used to link compensation actually paid to the PEO and the Other NEOs in 2023 to the Company’s performance. | | (5) Product Sales was chosen from the following three most important financial performance measures used by the Company to link compensation actually paid to the PEO and Other NEOs in 2023 to the Company’s performance: |

  137. Pay Versus Performance

    | Performance Metrics | | | Product Sales from COVID-19 Vaccines | Refer to “Compensation Discussion and Analysis—Short-Term Incentive Compensation—2023 Corporate Objectives,” described on page 48. | | Operating Income | Refer to “Compensation Discussion and Analysis—Short-Term Incentive Compensation—2023 Corporate Objectives,” described on page 48. | | Total Shareholder Return (TSR) | Stock options are the most heavily weighted equity vehicle in our long-term incentive program (75% for the PEO and 50% for the Other NEOs). The value of these equity awards is directly related to stock price appreciation over time, which incentivizes our executives to achieve our long-term strategic and pipeline goals to create shareholder value. Total Shareholder Return on a $100 investment in Moderna stock over a four-year period ending December 31, 2023 would have been $508.44. |

  138. Pay Versus Performance

    | | 2024 Proxy statement | 69 |

  139. Supplemental Graphs & Narratives

    | • | Description of the relationship between Moderna’s TSR and peer group TSR | | • | Descriptions of the relationships between Compensation Actually Paid (CAP) and financial measures for the PEO and the average of the Other NEOs |