DEF 14A of Moderna, Inc., Mar 11, 2025

DEF 14A of Moderna, Inc.

Filed Mar 11, 2025 · FY20240001308179-25-000082

Open on EDGAR

  1. director_comp

    | Proxy Summary | 3 | | PROPOSAL 1 | 11 | | Election of Directors | | | Governance | 21 | | Director Compensation | 34 | | Certain Relationships and Related Party Transactions | 37 | | ESG Topics | 38 | | Management | 40 | | PROPOSAL 2 | 42 | | Non-binding Advisory Vote to Approve the Compensation of Our Named Executive Officers | | | Letter from the Compensation and Talent Committee | 43 | | Executive Compensation | 45 | | Compensation and Talent Committee Report | 81 | | Security Ownership of Certain Beneficial Owners and Management | 82 | | PROPOSAL 3 | 84 | | Ratification of Appointment of Independent Registered Public Accounting Firm | | | Audit Committee Report | 86 | | Information About the 2025 Annual Meeting of Shareholders | 87 |

  2. Our Strategic Priorities

    Our Strategic Priorities

  3. Our Strategic Priorities

    | Drive sales of Spikevax and mRESVIA | These vaccines are the foundation of our respiratory vaccine portfolio and we expect to participate in the full contracting season in the U.S. for both in 2025 for the first time. Internationally, we plan to bring manufacturing plants online in Australia, Canada and the United Kingdom in 2025, subject to execution of manufacturing plant licensures. With a full season of RSV contracting in 2025, our goal is to increase mRESVIA’s market share in the U.S. and market access globally. | | Focus on delivering up to 10 product approvals over the next three years | These programs span respiratory, latent and other viruses, oncology and rare diseases. We expect execution of this priority to drive sales growth and fund the next wave of R&D investment. For nine of these programs, we have near-term milestones, including the potential approval of our vaccines for RSV for high-risk adults aged 18-59, next-generation COVID, and seasonal flu + COVID. | | Deliver cost efficiency across the business | We plan to continue improving efficiency by further reducing our R&D and SG&A expenses in 2025. By 2027, we expect to decrease annual R&D expense by approximately $1 billion compared to 2024. On cost of sales, we will work to continue to drive efficiency through manufacturing productivity improvements to achieve operating leverage. |

  4. Our Strategic Priorities

    | 4 | Moderna | 2025 Proxy statement |

  5. Our Strategic Priorities

    | PROPOSAL 1 | | | Director Nominees | | | | The Board of Directors recommends a vote “FOR” the election of each of the three nominees as a Class I director to serve for a three-year term. For more information on the nominees, see page 11. |

  6. Our Strategic Priorities

    At the Annual Meeting, three Class I directors will be elected, each for a three-year term. The Class I directors up for election are set forth below.

  7. Our Strategic Priorities

    | | | | Director Since | | Other Public Boards | Committees* | | | | | Name | | Age | | Principal Occupation | | A | CT | NCG | PT | | Class I directors nominated for re-election for a three-year term | | | | | | | | | | | | Noubar Afeyan, Ph.D. Chairman INDEPENDENT | 62 | 2010 Chairman since 2012 | CEO, Flagship Pioneering; Co-founder and Chairman, Moderna | 0 | | | | | | | Stéphane Bancel | 52 | 2011 | CEO, Moderna | 0 | | | | | | | François Nader, M.D. INDEPENDENT | 68 | 2019 | Former President, CEO and Executive Director, NPS Pharmaceuticals | 0 | | | | | | Continuing directors | | | | | | | | | | | | Sandra Horning, M.D. INDEPENDENT | 76 | 2020 | Former Chief Medical Officer and Global Head of Product Development, Roche | 3 | | | | | | | Abbas Hussain INDEPENDENT | 60 | 2024 | Former CEO of Vifor Pharma | 1 | | | | | | | Elizabeth Nabel, M.D. INDEPENDENT | 73 | 2015** | Former President, Brigham Health | 3 | | | | | | | David Rubenstein INDEPENDENT | 75 | 2024 | Co-Founder and Co-Chair, The Carlyle Group | 1 | | | | | | | Paul Sagan INDEPENDENT | 66 | 2018 | Catalyst Advisor, General Catalyst | 0 | | | | | | | Elizabeth Tallett INDEPENDENT | 75 | 2020 | Former Principal, Hunter Partners | 2 | | | | |

  8. Our Strategic Priorities

    | | Chairman | * A | Audit | NCG | Nominating and Corporate Governance | PT | Product and Technology (successor to Product Development and Science and Technology) | | | Member | CT | Compensation and Talent | | | | |

  9. Our Strategic Priorities

    ** 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.

  10. Our Strategic Priorities

    | 2025 Proxy statement | Moderna | 5 |

  11. Nominees

    Nominees Our Nominating and Corporate Governance Committee has recommended, and our Board of Directors has approved, Noubar Afeyan, Stéphane Bancel and François Nader as nominees for election as Class I directors at the Annual Meeting. Dr. Afeyan has served on the Board since 2010, Mr. Bancel has served on the Board since 2011, and Dr. Nader has served on the Board since 2019. 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 each of Dr. Afeyan, Mr. Bancel and Dr. Nader. 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 2025 Annual Meeting of Shareholders—What if I do not specify how my shares are to be voted?” on page 89.

  12. Nominees

    Nominees

  13. Nominees

    | | Noubar Afeyan, Ph.D., 62 | | | | Director since: 2010 Chairman since: 2012 2024 Attendance: 100% | Committees: None | | 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) Education •B.S. in Chemical Engineering from McGill University •Ph.D. in Biochemical Engineering from the Massachusetts Institute of Technology | | Dr. Afeyan is the founder and CEO of Flagship Pioneering, a company that creates bioplatform companies to transform human health and sustainability. An entrepreneur and biochemical engineer, Dr. Afeyan holds more than 100 patents and has co-founded more than 70 life science and technology startups during his career. Dr. Afeyan entered biotechnology during its emergence as an academic field and industry, completing his doctoral work in biochemical engineering at MIT in 1987. He was a senior lecturer at MIT’s Sloan School of Management from 2000 to 2016, a lecturer at Harvard Business School until 2020, and he currently serves as a member of the MIT Corporation. In 2022, Dr. Afeyan was elected to the U.S. National Academy of Engineering. | | |

  14. Nominees

    | 12 | Moderna | 2025 Proxy statement |

  15. Nominees

    | | Stéphane Bancel, 52 | | | | Director since: 2011 2024 Attendance: 100% | Committees: None | | 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 joining 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) 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. Mr. Bancel was nominated Chevalier of the Legion d'honneur in 2022, the highest recognition in France, and was elected to the U.S. National Academy of Engineering in 2024. | | |

  16. Nominees

    | 2025 Proxy statement | Moderna | 13 |

  17. Nominees

    | | François Nader, M.D., 68 | | | | Director since: 2019 2024 Attendance: 100% | Committees: Compensation & Talent (Chair) Nominating & Corporate Governance (Chair) | | 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 (2021-2024), Chair •Talaris Therapeutics, Inc. (2018-2023), Chair •Acceleron Pharma Inc. (2014-2021), Chair •Alexion Pharmaceuticals, Inc. (2017-2021) •Prevail Therapeutics Inc. (2018-2021), Chair 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. | | |

  18. Nominees

    | 14 | Moderna | 2025 Proxy statement |

  19. Continuing Directors

    Continuing Directors

  20. Continuing Directors

    | | Sandra Horning, M.D., 76 | | | | Director since: 2020 Term expires: 2026 2024 Attendance: 95% | Committees: Product and Technology (Chair) Nominating and Corporate Governance | | 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

    | 2025 Proxy statement | Moderna | 15 |

  22. Continuing Directors

    | | Abbas Hussain, 60 | | | | Director since: October 2024 Term expires: 2026 2024 Attendance: 75%* | Committees: Audit Product and Technology | | Why this director is valuable to Moderna Mr. Hussain brings more than three decades of leadership and operating experience in the healthcare industry to the Board, including deep experience in the commercialization of pharmaceutical products. He has also served as the CEO of a public company. Mr. Hussain’s previous experience provides strategic insights and global operational expertise as we prepare to launch several additional products in the next few years. | | Other Public Boards •Mallinckrodt Pharmaceuticals (2024- present) •Vifor Pharmaceuticals (2021-2023) •Teva Pharmaceuticals (2020-2021) •CSL Limited (2018-2021) •Cochlear Limited (2018-2021) Education •BSc from Loughborough Institute of Technology | | Mr. Hussain was the CEO of Vifor Pharmaceuticals, a global specialty pharmaceutical company, from 2021 to 2023, when it was acquired by CSL. He previously service in various leadership roles as GlaxoSmithKline from 2008 to 2017, most recently as Global President, Pharmaceuticals and Vaccines. Earlier in his career, Mr. Hussain held various leadership roles at Eli Lilly and Company, spending 20 years with the company. | | |

  23. Continuing Directors

    * Reflects absence from one meeting due to an existing scheduling conflict when he joined the Board in October 2024.

  24. Continuing Directors

    | 16 | Moderna | 2025 Proxy statement |

  25. Continuing Directors

    | | Elizabeth Nabel, M.D., 73 | | | | Director since: 2015 Term expires: 2027 2024 Attendance: 100% | Committees: Compensation and Talent Product and Technology | | 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 a consultant to OPKO Health and ModeX Therapeutics. 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 U.S. National Academy of Medicine of the U.S. National Academy of Sciences. | | |

  26. Continuing Directors

    | 2025 Proxy statement | Moderna | 17 |

  27. Continuing Directors

    | | David Rubenstein, 75 | | | | Director since: August 2024 Term expires: 2027 2024 Attendance: 83%* | Committees: Audit | | Why this director is valuable to Moderna Mr. Rubenstein brings decades of experience in growing and investing in global companies across multiple industries. Mr. Rubenstein also provides valuable insight on matters related to geopolitical trends, policy and international affairs as we execute on our growth strategy. Mr. Rubenstein’s background as a founder, CEO, and public company director also provides experience in financial reporting and governance as we scale our organization globally. | | Other Public Boards •The Carlyle Group (since 1987, Co-Chairman since 2011) Education •B.A. in Political Science from Duke University •J.D. from the University of Chicago | | Mr. Rubenstein currently serves as the Co-Founder and Co-Chairman of The Carlyle Group, and was previously the firm’s Co-CEO. Mr. Rubenstein is also the Chairman, CEO, and principal owner of the Baltimore Orioles of Major League Baseball. Prior to founding The Carlyle Group in 1987, Mr. Rubenstein practiced law in Washington D.C. with Shaw, Pittman, Potts & Trowbridge LLP (now Pillsbury Winthrop Shaw Pittman LLP). From 1977 to 1981, Mr. Rubenstein was Deputy Assistant to the President for Domestic Policy and from 1975 to 1976, he served as Chief Counsel to the U.S. Senate Judiciary Committee’s Subcommittee on Constitutional Amendments. Mr. Rubenstein is Chairman of the Boards of the Council on Foreign Relations, the Economic Club of Washington, D.C., and the University of Chicago and serves on the Boards of Memorial Sloan-Kettering Cancer Center, Johns Hopkins Medicine, the Institute for Advanced Study, the National Constitution Center, the Brookings Institution, and the World Economic Forum, in addition to several other artistic and philanthropic organizations. He is the recipient of the Presidential Medal of Freedom. | | |

  28. Continuing Directors

    * Reflects absence from one meeting due to an existing scheduling conflict when he joined the Board in August 2024.

  29. Continuing Directors

    | 18 | Moderna | 2025 Proxy statement |

  30. Continuing Directors

    | | Paul Sagan, 66 | | | | Director since: 2018 Term expires: 2026 2024 Attendance: 100% | Committees: Audit Nominating and Corporate Governance | | 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) 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 2014 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. | | |

  31. Continuing Directors

    | 2025 Proxy statement | Moderna | 19 |

  32. Continuing Directors

    | | Elizabeth Tallett, 75 | | | | Director since: 2020 Term expires: 2027 2024 Attendance: 100% | Committees: Audit (Chair) Compensation and Talent | | 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 CEO 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. | | |

  33. Continuing Directors

    | 20 | Moderna | 2025 Proxy statement |

  34. Composition of our Board of Directors

    Composition of our Board of Directors Our Board currently consists of nine members, but the Board has the authority to increase or decrease that size depending on an assessment of its needs and other relevant circumstances at any given time. Our Nominating and Corporate Governance Committee (Nominating Committee) and our Board of Directors consider a broad range of factors when selecting nominees. We strive to identify candidates who will further the interests of our shareholders. Among other things, we expect that all of our directors will have the following experience and traits: •substantial experience at a strategic or policymaking level in a business, government, non-profit, or academic organization of high standing, able to contribute to Moderna’s strategic growth and able to offer advice and guidance to Moderna’s senior management based on that experience; •highly accomplished in their respective fields; •the ability to contribute positively to the Board’s collaborative culture; •knowledge of our business; •understanding of the competitive landscape facing our business; and •expertise relevant to our growth and business strategy. In addition, every nominee must have sufficient time and availability to devote to Moderna’s affairs, a reputation for high ethical and moral standards, an understanding of the fiduciary responsibilities assumed by public company directors, and the time and energy necessary to diligently carry out those responsibilities, and role model our values and demonstrate a willingness to embrace the Moderna Mindsets, further described in “ESG Topics—Human Capital Management” on page 39. The Nominating Committee reviews Board succession regularly, and in considering director candidates is focused on those individuals who can help guide Moderna as it executes on its strategy over the next several years. This includes seeking out candidates who can help guide our growth as a leading scientific, innovative and digitally-enabled company. In August 2024, David Rubenstein joined the Board, bringing significant international policy and investor experience. In October 2024, Abbas Hussain joined the Board, bringing significant global commercial operational expertise. In building our Board, we also believe that the following skills and experiences, while not exhaustive, are helpful in ensuring that our directors collectively possess the skills and backgrounds necessary for us to execute on our strategic plans and to exercise the Board’s oversight responsibilities on behalf of our shareholders. Skills and experiences shown below are generally reflective of the individual having worked in the area, rather than experience obtained as a director in the relevant field.

  35. Composition of our Board of Directors

    | Skill/Experience | Afeyan | Bancel | Horning | Hussain | Nabel | Nader | Rubenstein | Sagan | Tallett | | CEO Experience | | | | | | | | | | | Commercialization | | | | | | | | | | | Digital/Cyber/AI | | | | | | | | | | | Drug Development | | | | | | | | | | | Finance/Accounting | | | | | | | | | | | Government/Regulatory | | | | | | | | | | | Healthcare Industry | | | | | | | | | | | Human Capital Management | | | | | | | | | | | International Experience | | | | | | | | | | | Investor Experience | | | | | | | | | | | Manufacturing/Supply Chain | | | | | | | | | | | Science/Technology/R&D | | | | | | | | | |

  36. Composition of our Board of Directors

    | 2025 Proxy statement | Moderna | 21 |

  37. Composition of our Board of Directors

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

  38. 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, 2024. 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 45. The amounts below for Option Awards and Stock Awards reflect the grant date fair value of these awards, which vary from 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.

  39. Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | Option Awards(1) | All Other Compensation | Total | | Noubar Afeyan, Ph.D.(2) | $150,000 | $— | $478,395 | $15,971(3) | $644,366 | | Stephen Berenson(4) | 60,000 | — | 478,395 | — | 538,395 | | Sandra Horning, M.D.(5) | 100,000 | 119,566 | 358,812 | — | 578,378 | | Abbas Hussain(6) | 20,000 | 147,225 | 441,843 | | 609,068 | | Robert Langer, Sc.D.(7) | 60,000 | — | 478,395 | — | 538,395 | | Elizabeth Nabel, M.D.(8) | 100,000 | 119,566 | 358,812 | — | 578,378 | | François Nader, M.D.(9) | 100,000 | — | 478,395 | — | 578,395 | | David Rubenstein(10) | 40,000 | 127,887 | 383,723 | | 551,610 | | Paul Sagan(11) | 80,000 | — | 478,395 | — | 558,395 | | Elizabeth Tallett(12) | 100,000 | — | 478,395 | — | 578,395 |

  40. 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, 2024, 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, 2024, 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 Initial Grant or Annual Grant, as applicable, 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, 2024, Dr. Afeyan held outstanding options to purchase a total of 178,625 shares of our common stock, 171,068 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, 2024, Flagship Pioneering, Inc. held options to purchase a total of 33,116 shares of our common stock that were issued for such service, all of which were vested. See “Security Ownership of Certain Beneficial Owners and Management” for additional information regarding Flagship Pioneering’s and its affiliated entities’ beneficial ownership of our common stock. (3)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. (4)As of December 31, 2024, Mr. Berenson held options to purchase a total of 175,738 shares of our common stock, 168,181 of which were vested. Mr. Berenson resigned from the Board on August 5, 2024.

  41. Non-Employee Director Compensation Table

    | 2025 Proxy statement | Moderna | 35 |

  42. Non-Employee Director Compensation Table

    (5)As of December 31, 2024, Dr. Horning held (i) options to purchase a total of 55,409 shares of our common stock, 49,741 of which were vested, and (ii) 979 unvested RSUs. (6)Mr. Hussain was elected to our Board on October 2, 2024 and received an initial equity grant upon joining the Board and a pro-rata annual grant for his partial year of service. As of December 31, 2024, Mr. Hussain held (i) options to purchase a total of 13,193 shares of our common stock, none of which were vested, and (ii) 2,331 unvested RSUs. (7)As of December 31, 2024, Dr. Langer held options to purchase a total of 307,193 shares of our common stock, 299,636 of which were vested. Dr. Langer resigned from the Board on August 5, 2024. (8)As of December 31, 2024, Dr. Nabel held (i) options to purchase a total of 19,550 shares of our common stock, 13,882 of which were vested, and (ii) 979 unvested RSUs. (9)As of December 31, 2024, Dr. Nader held options to purchase a total of 75,966 shares of our common stock, 68,409 of which were vested. (10)Mr. Rubenstein was elected to our Board on August 5, 2024 and received an initial equity grant upon joining the Board and a pro-rata annual grant for his partial year of service. As of December 31, 2024, Mr. Rubenstein held (i) options to purchase a total of 9,116 shares of our common stock, none of which were vested, and (ii) 1,527 unvested RSUs. (11)As of December 31, 2024, Mr. Sagan held options to purchase a total of 132,876 shares of our common stock, 125,319 of which were vested. (12)As of December 31, 2024, Ms. Tallett held options to purchase 47,006 shares of our common stock, 39,449 of which were vested.

  43. Non-Employee Director Compensation Table

    | 36 | Moderna | 2025 Proxy statement |

  44. Non-Employee Director Compensation Table

    Certain Relationships and Related Party Transactions Other than the ordinary course compensation agreements described under the sections entitled “Director Compensation” and “Compensation Discussion and Analysis” and the indemnification agreements described below, since January 1, 2024, there has not been and there is not currently proposed, any transaction or series of similar transactions to which we were, or will be, a party in which the amount involved exceeded, or will exceed, $120,000 and in which any director, executive officer, holder of five percent or more of any class of Moderna’s capital stock, or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest.

  45. Executive Summary

    6.Expand our early pipeline and advance our science and technology platform. 7.Execute disciplined investments to build the business. 8.Continue to cultivate an environment where we can harness the potential of our people and teams to collectively impact our mission. 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 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 generally 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, positions us to deliver for patients and shareholders.

  46. Overview of Compensation for Our Named Executive Officers

    | | Stéphane Bancel, 52 Chief Executive Officer Performance Assessment: •Led Moderna’s transition from a pandemic-driven revenue model to a multi-product commercial enterprise, with the launch of mRESVIA, Moderna’s second mRNA product. •Drove the executive team in advancing our pipeline, continuing to invest in R&D while prioritizing our portfolio and achieving significant cost savings. •Led our commercial team through a period of transition although product sales fell short of our expectations. •Oversaw the evolution of our Executive Committee, including the promotion of two senior leaders and expanded roles for others, to advance Moderna to its next stage of development. Compensation for Mr. Bancel for 2024 was as set forth below. | | | | | Salary: $1,638,000 (4% increase over 2023) Bonus: $1,965,600, based on target of 150% of salary, with 80% payout (without factoring in the corporate multiplier), reflecting performance as described above. Annual Equity Awards(1): $15,000,000, delivered 50% in stock options and 50% in PSUs (based on 2023 performance) |

  47. Overview of Compensation for Our Named Executive Officers

    | | James Mock, 48 Chief Financial Officer Performance Assessment: •Led initiatives that resulted in a 27% reduction in cash operating costs, ensuring disciplined financial management while preserving critical investments in pipeline advancement. •Successfully oversaw the implementation of Moderna’s new ERP system, improving financial processes, operational efficiency, and scalability to support long-term strategic goals. •Faced challenges in revenue forecasting and demand planning. Compensation for Mr. Mock for 2024 was as set forth below. | | | | | Salary: $832,0000 (4% increase over 2023) Bonus: $611,021, based on target of 90% of salary, with 82% payout, reflecting 80% individual assessment, as described above. Annual Equity Awards(1): $3,500,000, delivered 33% in stock options, 33% in RSUs and 33% in PSUs (based on 2023 performance) Special Equity Awards(1): $12,000,000, see page 60 for additional details. |

  48. Overview of Compensation for Our Named Executive Officers

    * Excludes Special Equity Awards. (1)Amounts shown for equity awards reflect target value, not grant date fair value. See the Summary Compensation Table on page 69.

  49. Overview of Compensation for Our Named Executive Officers

    | | Stephen Hoge, M.D., 49 President Performance Assessment: •Advanced Moderna’s late-stage pipeline, positioning the Company for up to 10 product approvals over the next three years, with four positive respiratory readouts and three BLA filings. •Accelerated platform innovation to expand mRNA applications, including advancements in INT and novel modalities. •Supported commercialization readiness for upcoming launches, working closely with commercial and regulatory teams to position Moderna’s next wave of products for market success. Compensation for Dr. Hoge for 2024 was as set forth below. | | | | | Salary: $1,092,000 (4% increase over 2023) Bonus: $1,447,992, based on target of 100% of salary, with 133% payout, reflecting 130% individual assessment, as described above. Equity Awards(1): $6,500,000, delivered 33% in stock options, 33% in RSUs and 33% in PSUs (based on 2023 performance) |

  50. Overview of Compensation for Our Named Executive Officers

    | | Shannon Thyme Klinger, 53 Chief Legal Officer and Corporate Secretary Performance Assessment: •Led efforts to navigate global regulatory and commercial challenges, supporting the commercialization of new and existing products. •Successfully led negotiations for key contracts in alignment with delivering cost efficiencies and mitigating litigation risk. •Led the legal organization in advancing our IP strategy and key litigation matters. Compensation for Ms. Klinger for 2024 was as set forth below. | | | | | Salary: $832,000 (4% increase over 2023) Bonus: $763,776, based on target of 90% of salary, with 102% payout, reflecting 100% individual assessment, as described above. Equity Awards(1): $3,500,000, delivered 33% in stock options, 33% in RSUs and 33% in PSUs (based on 2023 performance) Special Equity Awards(1): $12,000,000, see page 60 for additional details. |

  51. Overview of Compensation for Our Named Executive Officers

    * Excludes Special Equity Awards. (1)Amounts shown for equity awards reflect target value, not grant date fair value. See the Summary Compensation Table on page 69.

  52. Executive Compensation Philosophy

    Executive Compensation Philosophy Our executive compensation program is guided by our overarching philosophy of paying for demonstrable performance and impact. We are focused on our mission to “Deliver the greatest possible impact to people through mRNA medicines.” We believe that our compensation philosophy helps align our team around executing on our mission, which ultimately leads to greater shareholder value. All full-time employees at Moderna, regardless of their level, receive equity as part of their compensation, aligning them to investors and making them personally invested in our mission. As we continue delivering on the promise of mRNA science, we recognize that our executive compensation programs must also continue to attract and retain a talented team who can help us achieve this mission. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary goals: •Pay for performance by establishing competitive opportunities to incentivize high performance and deliver greater rewards when corporate and individual performance exceed expectations and lower compensation when corporate or individual performance falls short. Performance is measured by financial, operating and strategic performance, return to shareholders and individual contributions. •Attract, motivate and retain industry-leading talented individuals through well-designed compensation programs that motivate our executives to achieve rigorous corporate objectives that are important to our business and long-term success. •Establish a competitive rewards program by evaluating the practices of our peers and market data to validate that we are competitive with other companies who compete with us for talent. •Align the interests of our executives and our 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.

  53. Pay for Performance

    Pay for Performance Pay for performance is a foundational element within Moderna’s compensation program structure. We compare CEO total realizable pay (as defined below) to stock price performance for Moderna and its peers. Our peer group represents companies of comparable size and business as outlined by the criteria on page 54. We looked at pay and performance alignment over two periods as follows: •3-Year Analysis (2022-2024): The Company’s total shareholder return (TSR) performance over the three-year period ending December 31, 2024 was the lowest, at the 1st percentile, among peer companies and the total realizable pay for our CEO over the same period was at the 7th percentile. •5-Year Analysis (2020-2024): The Company’s TSR performance over the five-year period ending December 31, 2024 was the highest, at the 100th percentile, among these peer companies and the total realizable pay for our CEO over the same period was at the 8th percentile. The three-year analysis shows that realizable pay and TSR performance were well-aligned in the bottom left quadrant. The five-year analysis shows that realizable pay and TSR performance are less aligned, but remain shareholder friendly in the bottom right quadrant, mainly due to the impact of underwater stock options despite TSR ranking at top of the peer group.

  54. CEO Realizable TDC Rank vs. 5-Year TSR Performance Rank

    CEO Realizable TDC Rank vs. 5-Year TSR Performance Rank 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, 2024. TSRs are calculated based on the dividend adjusted (as applicable) closing price per share of common stock on the applicable exchange from January 1, 2022 through December 31, 2024 and from January 1, 2020 through December 31, 2024 for the respective periods.

  55. 2024 Say on Pay Vote and Shareholder Engagement

    2024 Say on Pay Vote and Shareholder Engagement In 2024, 91% of shareholders who voted at our Annual Meeting on our “say on pay” proposal supported the pay actions we took in the prior year. We believe this vote signals strong overall support for our pay programs and their general design. Based upon feedback from our investors since the 2024 Annual Meeting, we maintained the weighting in our long-term incentive program for PSUs for our executive team, and otherwise maintained our general program design. Early in 2024, and before the Annual Meeting, we already increased the weighting of PSUs as part of our equity mix in response to investor feedback.

  56. 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 first introduced PSUs into our equity programs for our Executive Committee members. As further described on page 62 below, these PSUs focused on achieving those goals that the Compensation Committee recognized would be key to our long-term success, including to diversify beyond COVID vaccine product sales. The PSUs granted in 2022 were designed to drive pipeline diversification, combination vaccine advancements, global manufacturing expansion in Australia, Canada, and the United Kingdom, and digital capability enhancements. The goals for our other classes of PSUs are further described on page 63 below. For the PSUs granted in 2022 and 2023, PSUs represented 25% of the weighting for equity awards to our CEO and other Executive Committee members. The remaining 75% was delivered in the form of stock options for our CEO and stock options (50%) and RSUs (25%) for our other Executive Committee members. Beginning in 2024, PSUs represent 50% of the weighting for equity awards to our CEO (with stock options representing 50%), and one-third of the weighting for equity awards to our other Executive Committee members (with stock options and RSUs each representing one-third).

  57. Executive Compensation Program Design

    | | WHAT WE DO | | •Maintain an Independent Compensation Committee. The Compensation Committee consists solely of independent directors. | | | •Retain an Independent Compensation Advisor. The Compensation Committee engages its own advisor to provide information, analysis and advice on executive compensation decisions, independent of management. | | | •Hold Annual Say-on-Pay Vote. We put our executive compensation to an advisory vote of shareholders annually. | | | •Deliver Significant At-Risk Compensation. Our executive compensation program is designed so that a significant portion of our executive officers’ compensation is “at risk” based on our corporate and stock performance, to align the interests of our executives and shareholders. | | | •Use a Pay-for-Performance Philosophy. The majority of our executive officers’ compensation is directly linked to corporate performance and includes a significant long-term equity component, dependent upon our stock price and pipeline development goals. | | | •Require 10b5-1 Plans. Require our executives to plan sales of Moderna stock in advance through the use of 10b5-1 plans. | | | •Double-Trigger Change of Control. Our Executive Severance Plan has double-trigger change of control provisions, requiring the termination of employment or resignation for “good reason” within 12 months following a change of control for payments and accelerated vesting of equity awards under the plan. | | | •Maintain a Clawback Policy. We have a clawback policy applicable to performance-based compensation for our Executive Committee, which would apply in the event of a financial restatement or other improper conduct causing material financial, operational or reputational harm. | | | •Mitigate Undue Risk-Taking. Employ the use of multiple performance goals and performing annual compensation risk assessments. | |

  58. 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, Chief People and Digital Technology Officer and Vice President, Executive Compensation and Equity 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.

  59. Compensation-Setting Factors

    Compensation-Setting Factors When reviewing and approving, or recommending to the Board of Directors, as applicable, the amount of each compensation element and the target total compensation opportunity for our executive officers, the Compensation Committee considers the following factors: •our performance during the year, based on business and corporate goals and priorities established by the CEO and the Board; •each executive officer’s skills, experience and qualifications relative to other similarly situated executives at the companies in our compensation peer group; •the scope of each executive officer’s role compared to other similarly situated executives at the companies in our peer group; •the performance of each individual executive officer, based on an assessment of his or her contributions to our overall performance, ability to lead his or her department and work as part of a team, all of which reflect our values; •compensation parity among our executive officers; •our retention goals; •the compensation practices of our peer group; and •our CEO’s recommendations with respect to the compensation of our other executive officers. These factors provide the framework for compensation decisions for each of our executive officers, including our NEOs. The Compensation Committee and the Board of Directors, as applicable, do not assign relative weights or rankings to these factors, and do not consider any single factor as determinative in the compensation of our executive officers.

  60. 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 2024, the Compensation Committee engaged Pay Governance as its compensation consultant to advise on executive compensation matters including: •review and analysis of the compensation for our executive officers, including our NEOs, and our Board of Directors; •assistance on incentive program design and discussion on executive compensation and governance trends; •review and input on the Executive Compensation section of our Proxy Statement for our 2025 Annual Meeting of Shareholders; •research, development and review of our compensation peer group; and •support on other compensation matters as requested throughout the year. Pay Governance reports directly to the Compensation Committee and to the Compensation Committee chairman. Pay Governance also coordinates with our management for data collection and job matching for our executive officers. Our Compensation Committee charter requires that our compensation consultant is independent of Company management. During 2024, 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 2024 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.

  61. 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 2024 the Compensation Committee considered the following criteria: •commercial stage pharmaceutical and biotechnology companies with global revenues, double-digit pipelines and multiple late-stage candidates; •market capitalization, generally selecting companies with a market capitalization around Moderna’s peer median; •companies with significant commercial revenues (generally more than $2 billion annually); •headcount factoring in Moderna’s growing headcount as company grows globally and commercializes; and •R&D expenditure to provide context for scale of R&D organization and to balance revenue perspective as focus shifts to commercial revenue.

  62. Role of Market Data

    | 2025 Proxy statement | Moderna | 53 |

  63. Role of Market Data

    Based on these factors, the compensation peer group set forth below was adopted in October 2023 and was used in assessing compensation for our executives, including those decisions that were made in February 2024, particularly related to salary and annual equity awards that are described in this proxy statement.

  64. Role of Market Data

    | 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 | |

  65. Role of Market Data

    In October 2024, based on ongoing analysis from Pay Governance, the Compensation Committee made updates to the compensation peer group that informed decisions made in February 2025 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. As a result of this update, Amgen, Gilead Sciences and Pfizer were removed and Neurocrine and Sarepta were added to our compensation peer group.

  66. Role of Market Data

    | 2024-2025 Compensation Peer Group | | | | Alnylam Pharmaceuticals | Bristol-Myers Squibb | Neurocrine Biosciences + | | BeiGene Ltd. | Incyte Corporation | Regeneron Pharmaceuticals | | Biogen | Jazz Pharmaceuticals | Sarepta Therapeutics + | | BioMarin Pharmaceutical | Merck | Vertex Pharmaceuticals |

  67. Role of Market Data

    + New addition to peer group for 2024-2025.

  68. Role of Market Data

    | 54 | Moderna | 2025 Proxy statement |

  69. Short-Term Incentive Compensation

    Short-Term Incentive Compensation

  70. 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.

  71. 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 CEO evaluates the

  72. Corporate and Individual Performance Goals

    | 2025 Proxy statement | Moderna | 55 |

  73. Corporate and Individual Performance Goals

    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.

  74. Target Annual Bonuses

    Target Annual Bonuses At the beginning of each year, the Compensation Committee reviews and approves the target annual bonus for each NEO. 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.

  75. 2024 Corporate Objectives

    2024 Corporate Objectives In early 2024, our Compensation Committee set broad based corporate objectives that established the criteria for the funding of our annual bonus plan. These corporate objectives were also designed to inform the more detailed goal setting by individual executive officers and their teams. These goals and objectives were based upon our strategic plan, and focused on the following key objectives: 1.Execute the COVID business plan. To incentivize product sales, while also minimizing operating expenses. 2.Successfully launch our RSV vaccine. To incentivize the approval of our RSV vaccine in major markets. 3.File the flu and flu+COVID combination vaccines. To incentivize filing for approvals of our flu and flu+COVID combination vaccines. 4.Deliver clinical studies and achieve manufacturing readiness to enable launch for INT. To incentivize enrolling patients for clinical studies and preparing for commercial launch of our oncology portfolio. 5.Advance a diversified late-stage pipeline across vaccines and rare disease therapeutics. To incentivize advancing our Phase 1/2 studies for MMA and PA. 6.Expand our early pipeline and advance our science and technology platform. To incentivize delivering pipeline expansions and platform technology improvements. 7.Execute disciplined investments to build the business. To incentivize completion of overseas manufacturing sites to enable commercial sales under multi-year contracts. 8.Continue to cultivate an environment where we can harness the potential of our people and teams to collectively impact our mission. To incentivize actions that would lead to greater employee engagement. 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, other than for our product sales and operating expense goals, for which the payout for threshold performance started at 0%. For maximum performance, 200% of the allocable portion of the bonus was payable. These goals are designed to be challenging, but reasonably achievable, at target. Maximum performance against these goals represents exceptional achievement, as evidenced by the fact that only one of the eight was assessed at maximum. For performance against quantitative goals, the Compensation Committee uses linear interpolation to assess performance between threshold, target or maximum. For performance against more qualitative goals with multiple components, the Compensation Committee assigns a value for payout based on its assessment of the relative degree of the objective achieved between threshold, target or maximum. In February 2025, the Compensation Committee completed its assessment of management’s achievement of these corporate objectives for 2024, and concluded that for these core corporate objectives, management performed at a level that merited funding the bonus pool at 102%. In making its assessment, the Compensation Committee noted that product sales performance fell significantly short of where the Company expected to perform at the beginning of 2024, albeit above threshold. In terms of operating expenses, the Company’s cost saving and productivity initiatives were effective, and performance was assessed at slightly above target. For non-financial metrics, the Compensation Committee recognized that the Company continued to advance its pipeline and development programs with very strong results, as reflected on the following page.

  76. 2024 Corporate Objectives

    | Corporate Objective | Goal Weight | Performance Metric Goals | Actual Performance | Committee Assessment | Payout | | Execute the COVID business plan | | | | | | | •Product Sales | | •Threshold: $3.0B (0%) to $3.4B (50%) •Target: $3.8B to $4.4B (100%) | $3.1B in net product sales | Below Target | 3% | | •Operating Expense (before cost of sales) | | •Threshold: $6.4B (0%) to $6.1B (50%) •Target: $5.8B | $5.7B in operating expenses | Above Target | 11% | | Successfully launch our RSV vaccine | | •Threshold: Approval in US •Target: Approval in US and EU | Approval in US, EU and Canada | Above Target | 13% | | File the flu and flu+COVID combination vaccines | | •Threshold: File 1 of 3 vaccines (mRNA-1010, mRNA-1083, mRNA-1283) •Target: File 2 of 3 vaccines | Filed all 3 vaccines for approval | At Maximum | 20% | | Deliver clinical studies and achieve manufacturing readiness to enable launch for INT | | •Threshold: Enroll ** patients in melanoma study; and enroll ** patients across approved non-melanoma studies •Target: Enroll ** patients in melanoma study; enroll ** patients across approved non-melanoma studies; and use Gen 2 process in a clinical study | Enrolled patients in melanoma (max) and non-melanoma studies (target); did not achieve Gen 2 goal | Below Target | 8% | | Advance a diversified late-stage pipeline across vaccines and rare disease therapeutics | | •Threshold: Initiate dosing in MMA pivotal study or PA pivotal study •Target: Initiate dosing in MMA pivotal study and PA pivotal study | Initiated dosing in PA pivotal study, Norovirus Phase 3; MMA pivotal study design agreed | Above Target | 13% | | Expand our early pipeline and advance our science and technology platform | | •Threshold: File 3 INDs/CTAs; and achieve 3 out of 5 Science &Tech (S&T) objectives** •Target: File 4 INDs/CTAs with one novel product concept; and achieve 4 out of 5 S&T objectives** | 5 new INDs/CTAs; advanced platform technology | Above Target | 15% | | Execute disciplined investments to build the business | | •Threshold: 1 site (Aus, Can, UK) expected to deliver budgeted (base) 2025 revenue; 2 sites expected to deliver budgeted (high case) 2025 revenue •Target: 2 sites expected to deliver budgeted (base) 2025 revenue; 1 site expected to deliver budgeted (high case) 2025 revenue | All 3 sites on track for deliveries in 2025, consistent with base case | Above Target | 15% | | Continue to cultivate an environment where we can harness the potential of our people and teams | | •Threshold: Engagement survey score of 68 •Target: Engagement survey score of 72 | Engagement survey score of 71 | Below Target | 4% | | Final Performance Assessment | | | | | 102% |

  77. 2024 Annual Bonus Determination

    2024 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 2024, 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 2025, the Compensation Committee and Board assessed the performance of individual executives for 2024 and determined that the individual executive officers (other than our CEO) would receive an individual performance bonus factor between 80% to 130%. In assessing the performance of our CEO, Stéphane Bancel, the Committee and the Board determined that notwithstanding the overall performance against the scorecard of 102%, Mr. Bancel would receive a bonus at 80% of his performance target (without factoring in the corporate multiplier). This decision reflected the challenges we faced in 2024, particularly the shortfall in meeting our product sales goal, reinforcing the importance of financial planning and adapting our forecasting to the post-pandemic, dynamic market environment. The individual performance factor for each NEO (excluding our CEO) was determined by the Compensation Committee following discussion of the Company’s overall performance. The individual performance factors, when multiplied by the target bonus reflecting achievement of the corporate objective discussed above, resulted in individual bonus payouts as described below. These bonus payouts are reflected under the “Non-Equity Plan Incentive Compensation” column in the 2024 Summary Compensation Table on page 69 below. See the individual performance assessment for each of our NEOs beginning on page 47 above.

  78. 2024 Annual Bonus Determination

    | Name | 2024 Annual Base Salary ($) | 2024 Annual Target Bonus (% of salary) | 2024 Annual Target Bonus ($) | Corporate Performance Factor (%) | Individual Performance Factor (%) | | Actual Cash Bonus ($) | | Stéphane Bancel | $1,638,000 | 150% | $2,457,000 | 80% | (1) | | $1,965,600 | | James Mock | 832,000 | 90% | 748,800 | 102% | | 80% | 611,021 | | Stephen Hoge, M.D. | 1,092,000 | 100% | 1,092,000 | 102% | | 130% | 1,447,992 | | Shannon Thyme Klinger | 832,000 | 90% | 748,800 | 102% | | 100% | 763,776 |

  79. 2024 Annual Bonus Determination

    (1)Reflects a single 80% multiplier for both corporate and individual performance.

  80. 2024 Annual Bonus Determination

    | 58 | Moderna | 2025 Proxy statement |

  81. 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.

  82. 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 |

  83. 2024 Equity Awards

    2024 Equity Awards The value of equity awards granted to our executive officers, including our NEOs, is determined by the Compensation Committee based on multiple factors, as described in “Governance of Executive Compensation Program—Compensation-Setting Factors” above. These factors include market data from our compensation peer group, each individual’s performance in the prior year, and each individual’s expected future contributions to the Company. At the beginning of each year, the Compensation Committee evaluates these factors and determines the size of the annual equity awards it deems reasonable and appropriate to support the Company’s long-term objectives and align executive interests with shareholder value creation. At its February 2024 meeting, the Compensation Committee approved the 2024 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 2024 are set forth in the “Summary Compensation Table” and the “Grants of Plan-Based Awards for Fiscal Year 2024” table beginning on page 69.

  84. 2024 Equity Awards

    | Annual Equity Awards Granted on February 27, 2024 | Stock Options | RSUs | PSUs | Total Target Value of Equity Award | | Stéphane Bancel(1) | $7,500,000 | $— | $7,500,000 | $15,000,000 | | James Mock(2) | 1,166,667 | 1,166,667 | 1,166,667 | 3,500,000 | | Stephen Hoge, M.D.(2) | 2,166,667 | 2,166,667 | 2,166,667 | 6,500,000 | | Shannon Thyme Klinger(2) | 1,166,667 | 1,166,667 | 1,166,667 | 3,500,000 |

  85. 2024 Equity Awards

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

  86. 2024 Equity Awards

    | 2025 Proxy statement | Moderna | 59 |

  87. Special Equity Awards

    Special Equity Awards In addition to the 2024 annual equity awards, the Compensation Committee also approved special equity awards in February 2024 for Mr. Mock and Ms. Klinger to strengthen our ability to retain and motivate these key leaders, particularly in light of the decline in our stock price. These awards were designed to incentivize contributions toward our strategic priorities while reinforcing leadership engagement in driving cost savings and disciplined investments. Each award, with a $4 million targeted grant date value, consisted of a combination of RSUs, stock options, and PSUs (in the case of Mr. Mock), aiming to deliver value in the near term while maintaining long-term alignment. RSUs and PSUs had 1-year quarterly vesting while the stock options have vesting over a 3-year period. The special equity awards granted to Mr. Mock in February 2024 were made in recognition of efforts to deliver targeted cost savings plans, and for the PSUs, successful implementation of the new enterprise resource planning (ERP) system. For Ms. Klinger, the February 2024 awards were made in recognition of successful renegotiation of arrangements with contract manufacturing organizations to right-size our manufacturing footprint. As 2024 progressed, demand for COVID vaccines declined, and the Company entered a period of market recalibration. The transition to a post-pandemic commercial model has proven complex, with revenues impacted by lower than expected vaccination rates, competitive pressures and operational challenges in international markets. The continued decline in our stock price significantly impacted the retentive value of prior equity grants to Mr. Mock and Ms. Klinger, with all stock options underwater and the outstanding value of all equity awards for these two executives was below $2 million in value by November 2024. This included equity awards initially granted to Ms. Klinger with a target value of $10 million and to Mr. Mock with a target value of $6 million to compensate for outstanding equity forfeited when they left their prior employers and joined Moderna in June 2021 and September 2022, respectively, as well as all subsequent awards. In response, at its November 25, 2024 meeting, the Compensation Committee approved special retention equity awards granted in December 2024, in recognition of the criticality of these executives and to ensure stability during a pivotal period. These awards were designed to address the gap between target and realizable equity value, reinforcing executive engagement to drive long-term performance and ensuring the Company remains well-positioned to execute its strategic objectives. Each award, with an $8 million grant date value, was granted entirely in RSUs vesting over four years, further supporting leadership continuity and long-term value creation.

  88. Special Equity Awards

    | Special Equity Awards Granted on February 27, 2024 | Stock Options(1) | RSUs(2) | PSUs(2) | Total Target Value of Equity Award | | James Mock | $3,000,000 | $500,000 | $500,000 | $4,000,000 | | Shannon Thyme Klinger | 3,000,000 | 1,000,000 | — | 4,000,000 |

  89. Special Equity Awards

    (1)The stock options vest in two tranches, 50% of the shares subject to the equity award vest on the second anniversary of the grant date and the remaining 50% vest on the third anniversary of the grant date, generally subject to the NEO’s continuous service relationship with the Company through each applicable vesting date. (2)The shares subject to the equity awards vest in four equal quarterly installments starting in the quarter after grant date, subject to the NEO’s continuous service relationship with the Company through the applicable vesting date. The PSUs granted to Mr. Mock vested at target following the successful implementation of the Company’s upgraded ERP system.

  90. Special Equity Awards

    | Special Equity Awards Granted December 5, 2024 | Stock Options | RSUs(1) | PSUs | Total Target Value of Equity Award | | James Mock | $— | $8,000,000 | $— | $8,000,000 | | Shannon Thyme Klinger | — | 8,000,000 | — | 8,000,000 |

  91. Special Equity Awards

    (1)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.

  92. Special Equity Awards

    | 60 | Moderna | 2025 Proxy statement |

  93. Special Equity Awards

    The charts below illustrate the gap between the aggregate target value as of the grant date and actual outstanding value of equity awards for Mr. Mock and Ms. Klinger as of November 15, 2024, respectively, shortly before the Compensation Committee approved the second award for each of these executives, highlighting the impact of the stock price decline. Since neither executive has exercised a stock option or sold any shares acquired from the vesting and settlement of RSUs (other than those sold to cover withholding taxes) since joining Moderna, these special equity grants were necessary to partially address the shortfall and support leadership retention during this critical period.

  94. Determination of 2022 Earned PSUs

    Determination of 2022 Earned PSUs We introduced PSUs as part of our compensation program for our Executive Committee in 2021. The PSUs for the 2022-2024 performance period have a three-year performance period and were designed to incentivize advancing our combination vaccines, diversifying beyond respiratory vaccines, completing manufacturing sites in Australia, Canada and the United Kingdom, and enhancing our digital capabilities. At the time the performance goals were adopted, our COVID vaccine was our only approved product, and these goals were focused on diversifying our revenue streams and building out our physical and digital infrastructure. Mr. Bancel, Dr. Hoge and Ms. Klinger were eligible for these PSUs; Mr. Mock was not employed by Moderna when they were granted. The Committee approved a vesting of 55% of target at its February 2025 meeting for the 2022 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 performance metric for each goal is not disclosed, as these metrics are competitively sensitive.

  95. Determination of 2022 Earned PSUs

    | Performance Metric Goals | | | | | | | | Performance Metric | Metric Weight | Threshold (50% vesting) | Target (100% vesting) | Maximum (200% vesting) | Actual Performance | Vesting % | | Regulatory approval of a pan-respiratory combination vaccine with at least two components (e.g., COVID, flu or RSV) | 40% | BLA or equivalent filed in 2024 | Licensed in 1+ markets in 2024 | Not disclosed; competitively sensitive | Threshold: Filed for mRNA-1083 (flu+COVID) in 2024 in the U.S. | 20% | | Advance diverse pipeline beyond respiratory vaccines | 30% | Proof of concept (POC) data generated in 2+ therapeutic areas (TAs) or 2+ new TAs in Ph1 or beyond | Product Development Committee approval to proceed to pivotal study with 1 therapeutic (for accelerated approval) and 1 Genomics program in Ph1 | Not disclosed; competitively sensitive | Threshold: POC data generated in rare metabolic intracellular (PA) and INT | 15% | | Number of countries with successfully established and certified mRNA facilities among Australia, Canada and UK | 20% | At least 1 by end of 2024 | At least 2 by end of 2024 | Not disclosed; competitively sensitive | Threshold: Canada facility established and certified during 2024 | 10% | | Evaluate digital readiness, demonstrate outcomes resulting from implemented digital initiatives, and execute digital commercial model | 10% | Subject to evaluation of the Compensation Committee; final analysis factored in: •OpenAI and Moderna collaboration on AI initiatives, including adoption of >750 GPTs to drive productivity •MAESTRO tool to facilitate rapid mRNA sequence design, optimize manufacturing and accelerate development | | | Target: For accomplishments mentioned at left | 10% | | | | | | | Total Vesting | 55% |

  96. Determination of 2022 Earned PSUs

    Based on the Committee’s approval of the 55% of target achievement, the following PSUs vested on February 12, 2025 for our NEOs that participated in the program:

  97. Determination of 2022 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 | 24,058 | $3,597,152 | 55% | 13,233 | $409,297 | | Stephen Hoge, M.D. | 10,425 | 1,558,746 | 55% | 5,734 | 177,353 | | Shannon Thyme Klinger | 3,721 | 556,364 | 55% | 2,047 | 63,314 |

  98. Determination of 2022 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.

  99. Determination of 2022 Earned PSUs

    | 62 | Moderna | 2025 Proxy statement |

  100. Outstanding PSU Awards

    Outstanding PSU Awards The table below summarizes the PSU awards that were granted to our NEOs in 2023, 2024 and 2025 that remain outstanding as of the date of this Proxy Statement, including an overview of the pre-established performance metrics for each award.

  101. Outstanding PSU Awards

    | Grant Year | 2023 | | 2024 | | 2025 | | 2026 | 2027 | | 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 | | | | | | 2025 | | | | | | Key Metrics: •Maintaining cash balances over the performance period •Obtaining new product approvals in key markets | | |

  102. 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.

  103. Executive Severance Plan

    Executive Severance Plan We believe that the severance payments and benefits provided under our Amended and Restated Executive Severance Plan (Executive Severance Plan) 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.

  104. 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): (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.

  105. Termination not in connection with a change in control

    | 64 | Moderna | 2025 Proxy statement |

  106. 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: (i)a lump sum payment equal to 150% of the participant’s annual base salary in effect immediately prior to such termination (or the participant’s annual base salary in effect immediately prior to the change in control, if higher) paid in a cash lump sum as severance pay, (ii)a lump sum payment equal to 150% of the participant’s annual target bonus for the year such termination takes place (or the participant’s annual target bonus in effect immediately prior to the change in control, if higher) (the Applicable Bonus), (iii)a lump sum payment equal to (A) the participant’s Applicable Bonus multiplied by (B) a fraction with a numerator equal to the number of full weeks elapsed in the then-current fiscal year prior to the date of termination and with a denominator equal to 52, (iv)a lump sum amount equal to the monthly employer contribution that we would have made to provide health insurance for the participant if he or she had remained employed by us for 18 months following the date of termination, based on the premiums as of the date of termination, (v)for all outstanding and unvested equity awards of the Company that are subject to time-based vesting held by the named executive officer, full accelerated vesting of such awards, and (vi)for any performance-based equity awards, pro-rated acceleration based on the better of target and actual performance against the performance metrics. The payments and benefits provided under the Executive Severance Plan in connection with a change in control may not be eligible for a federal income tax deduction by us pursuant to Section 280G of the Code. These payments and benefits may also subject an eligible participant, including the named executive officers, to an excise tax under Section 4999 of the Code. If the payments or benefits payable to an eligible participant in connection with a change in control would be subject to the excise tax imposed under Section 4999 of the Code, then those payments or benefits will be reduced if such reduction would result in a greater net after-tax benefit to the applicable participant.

  107. 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, 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, Chief People and Digital Technology Officer, or Vice President, Executive Compensation and Equity. The equity award granting authority delegated to these officers applies to employees at the senior vice president level and below and to equity awards within the specific ranges set forth in the policy. All equity awards for our Executive Committee members must be approved by the Compensation Committee or the full Board. Generally, equity awards are granted on the following regularly scheduled basis as set forth in the policy: •Equity awards granted in connection with the hiring of a new employee are generally awarded on the 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.

  108. Equity Award Grant Policy

    | 2025 Proxy statement | Moderna | 65 |

  109. Equity Award Grant Policy

    •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, beginning in 2025, granted on the later of (i) March 1st, and (ii) the end of the second trading day following the filing of our Annual Report on Form 10-K with the SEC (before 2025, annual awards were generally granted at the end of the second trading day following the filing of our 10-K); additional grants for high-performing employees may be granted to certain employees at other times during the year. Our Board and Compensation Committee carefully review any potential material nonpublic information before granting any equity awards, other than awards that we grant on a predetermined schedule. We do not time our equity award grants either to take advantage of a depressed stock price, or an anticipated increase in stock price, and we have limited the amount of discretion that can be exercised in connection with the timing of equity award grants. We also do not time the release of material nonpublic information based on equity award grant dates. 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.

  110. Taxation of “Parachute” Payments

    Taxation of “Parachute” Payments Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the company that exceeds certain prescribed limits, and that the company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We have not agreed to provide any executive officer, including any NEO, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Sections 280G or 4999 of the Code.

  111. 2024 Summary Compensation Table

    2024 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.

  112. 2024 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 | 2024 | $1,625,885 | $1,965,600 | $— | $7,654,730 | $7,654,752 | $975,213 | $19,876,180 | | | 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 | | James Mock Chief Financial Officer | 2024 | 826,200 | 611,021 | | 11,507,221 | 4,252,615 | 15,525 | 17,212,582 | | | 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 | 2024 | 1,083,923 | 1,447,992 | — | 4,422,698 | 2,211,340 | 15,525 | 9,181,478 | | | 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 | | Shannon Thyme Klinger Chief Legal Officer and Corporate Secretary | 2024 | 829,468 | 763,776 | — | 11,507,317 | 4,252,615 | 15,525 | 17,368,701 | | | 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 |

  113. 2024 Summary Compensation Table

    (1)Mr. Mock was hired on September 6, 2022; 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, 2024, 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, 2024 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 is based on probable achievement of the performance metrics (i.e., at target). 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.

  114. Grants of Plan-Based Awards for Fiscal Year 2024

    Grants of Plan-Based Awards for Fiscal Year 2024 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 2024. For a description of the types of awards indicated below, please see our “Compensation Discussion and Analysis” above.

  115. Grants of Plan-Based Awards for Fiscal Year 2024

    | 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 27, 2024 | Annual Equity | | | | | 151,943 | $96.20 | $7,654,752 | | | February 27, 2024 | Annual Equity | 39,785 | 79,571 | 159,142 | | | | 7,654,730 | | James Mock | February 27, 2024 | Annual Equity | | | | | 23,635 | 96.20 | 1,190,710 | | | February 27, 2024 | Special Equity | | | | | 60,216 | 96.20 | 3,061,905 | | | February 27, 2024 | Annual Equity | | | | 12,377 | | | 1,190,667 | | | February 27, 2024 | Special Equity | | | | 5,304 | | | 510,245 | | | February 27, 2024 | Annual Equity | 6,188 | 12,377 | 24,754 | | | | 1,190,667 | | | February 27, 2024 | Special Equity | | 5,304 | | | | | 510,245 | | | December 5, 2024 | Special Equity | | | | 188,761 | | | 8,105,397 | | Stephen Hoge, M.D. | February 27, 2024 | Annual Equity | | | | | 43,894 | 96.20 | 2,211,340 | | | February 27, 2024 | Annual Equity | | | | 22,987 | | | 2,211,349 | | | February 27, 2024 | Annual Equity | 11,493 | 22,987 | 45,974 | | | | 2,211,349 | | Shannon Thyme Klinger | February 27, 2024 | Annual Equity | | | | | 23,635 | 96.20 | 1,190,710 | | | February 27, 2024 | Special Equity | | | | | 60,216 | 96.20 | 3,061,905 | | | February 27, 2024 | Annual Equity | | | | 12,377 | | | 1,190,667 | | | February 27, 2024 | Special Equity | | | | 10,609 | | | 1,020,586 | | | February 27, 2024 | Annual Equity | 6,188 | 12,377 | 24,754 | | | | 1,190,667 | | | December 5, 2024 | Special Equity | | | | 188,761 | | | 8,105,397 |

  116. Grants of Plan-Based Awards for Fiscal Year 2024

    (1)All annual equity grants and special equity awards with a grant date of February 27, 2024 were approved by the Compensation Committee on February 14, 2024, for annual stock option, RSU and PSU grants (the second trading day following the filing of our Annual Report 10-K with the SEC). The special equity awards granted to Mr. Mock and Ms. Klinger with a grant date of December 5, 2024 were approved by the Compensation Committee on November 25, 2024. (2)Each PSU granted as an Annual Equity Award 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, 2026. For the 5,304 PSUs issued to Mr. Mock on February 27, 2024, a determination was made that these PSUs would vest at target, and the first tranche vested on May 31, 2024. (3)Each RSU is subject to time-based vesting, as described in the footnotes to the “Outstanding Equity Awards at 2024 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 2024 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 2024, 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, 2024 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 (i.e., at target).

  117. Grants of Plan-Based Awards for Fiscal Year 2024

    | 2025 Proxy statement | Moderna | 71 |

  118. Outstanding Equity Awards at 2024 Year-end

    Outstanding Equity Awards at 2024 Year-end The table below sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2024.

  119. Outstanding Equity Awards at 2024 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 | $21,110,080 | | | 8/10/2016 | Options | 8/10/2016 | 558,394(3) | — | 19.15 | 8/10/2026 | 12,524,777 | | | 8/10/2016 | Options | 8/10/2016 | 193,321(3) | — | 19.15 | 8/10/2026 | 4,336,190 | | | 2/23/2017 | Options | 2/22/2018 | 642,201(3) | — | 12.21 | 2/23/2027 | 18,861,443 | | | 2/28/2018 | Options | 2/27/2019 | 917,431(3) | — | 14.22 | 2/28/2028 | 25,100,912 | | | 12/6/2018 | Options | 6/13/2020 | 4,587,155(3) | — | 23.00 | 12/6/2028 | 85,229,340 | | | 3/8/2019 | Options | 3/8/2020 | 593,592(3) | — | 20.93 | 3/8/2029 | 12,257,675 | | | 2/28/2020 | Options | 2/28/2021 | 644,480(3) | — | 25.93 | 2/28/2030 | 10,086,112 | | | 2/9/2021 | Options | 2/9/2022 | 135,098(4) | 9,007(4) | 179.52 | 2/9/2031 | 0 | | | 3/1/2022 | PSUs | | — | 24,058(5) | — | | 1,000,332 | | | 3/1/2022 | Options | 3/1/2023 | 100,625(4) | 45,739(4) | 149.52 | 3/1/2032 | 0 | | | 2/28/2023 | PSUs | | — | 22,543(5) | — | | 937,338 | | | 2/28/2023 | Options | 2/28/2024 | 56,362(4) | 72,468(4) | 138.81 | 2/28/2033 | 0 | | | 2/27/2024 | PSUs | | — | 79,571(5) | — | | 3,308,562 | | | 2/27/2024 | Options | 2/27/2025 | — | 151,943(4) | 96.20 | 2/27/2034 | 0 | | | | | | | | | | 194,752,761 | | James Mock | 10/5/2022 | Options | 10/5/2023 | 21,938(4) | 21,938(4) | 125.62 | 10/5/2032 | 0 | | | 10/5/2022 | RSUs | 10/5/2023 | — | 11,622(4) | — | | 483,243 | | | 2/28/2023 | Options | 2/28/2024 | 8,767(4) | 11,273(4) | 138.81 | 2/28/2033 | 0 | | | 2/28/2023 | RSUs | 2/28/2024 | — | 2,959(4) | — | | 123,035 | | | 2/28/2023 | PSUs | | — | 5,260(5) | — | | 218,711 | | | 2/27/2024 | Options | 2/27/2025 | — | 23,635(4) | 96.20 | 2/27/2034 | 0 | | | 2/27/2024 | Options | 2/27/2026 | — | 60,216(6) | 96.20 | 2/27/2034 | 0 | | | 2/27/2024 | RSUs | 2/27/2025 | — | 12,377(4) | — | | 514,636 | | | 2/27/2024 | RSUs | 5/27/2024 | — | 1,326(7) | — | | 55,135 | | | 2/27/2024 | PSUs | | — | 12,377(5) | — | | 514,636 | | | 2/27/2024 | PSUs | 5/31/2024 | — | 1,326(8) | — | | 55,135 | | | 12/5/2024 | RSUs | 12/5/2025 | — | 188,761(4) | — | | 7,848,682 | | | | | | | | | | 9,813,213 | | Stephen Hoge, M.D. | 8/10/2016 | Options | 8/10/2016 | 223,357(3) | — | 19.15 | 8/10/2026 | 5,009,898 | | | 8/10/2016 | Options | 8/10/2016 | 96,660(3) | — | 19.15 | 8/10/2026 | 2,168,084 | | | 2/23/2017 | Options | 2/22/2018 | 458,715(3) | — | 12.21 | 2/23/2027 | 13,472,460 | | | 10/3/2017 | Options | 10/3/2018 | 1,834,862(3) | — | 12.21 | 10/3/2027 | 53,889,897 | | | 2/28/2018 | Options | 2/27/2019 | 412,844(3) | — | 14.22 | 2/28/2028 | 11,295,412 | | | 3/8/2019 | Options | 3/8/2020 | 339,195(3) | — | 20.93 | 3/8/2029 | 7,004,377 | | | 2/28/2020 | Options | 2/28/2021 | 214,826(3) | — | 25.93 | 2/28/2030 | 3,362,027 | | | 2/9/2021 | Options | 2/9/2022 | 36,026(4) | 2,402(4) | 179.52 | 2/9/2031 | 0 | | | 2/9/2021 | RSUs | 2/6/2022 | — | 523(4) | — | | 21,746 | | | 3/1/2022 | Options | 3/1/2023 | 29,068(4) | 13,214(4) | 149.52 | 3/1/2032 | 0 | | | 3/1/2022 | RSUs | 3/1/2023 | — | 3,259(4) | — | | 135,509 | | | 3/1/2022 | PSUs | | — | 10,425(5) | — | | 433,472 | | | 2/28/2023 | Options | 2/28/2024 | 16,282(4) | 20,935(4) | 138.81 | 2/28/2033 | 0 | | | 2/28/2023 | RSUs | 2/28/2024 | — | 5,495(4) | — | | 228,482 | | | 2/28/2023 | PSUs | | — | 9,768(5) | — | | 406,153 | | | 2/27/2024 | Options | 2/27/2025 | — | 43,894(4) | 96.20 | 2/27/2034 | 0 | | | 2/27/2024 | RSUs | 2/27/2025 | — | 22,987(4) | — | | 955,799 | | | 2/27/2024 | PSUs | | — | 22,987(5) | — | | 955,799 | | | | | | | | | | 99,339,115 |

  120. Outstanding Equity Awards at 2024 Year-end

    | 72 | Moderna | 2025 Proxy statement |

  121. Outstanding Equity Awards at 2024 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) | | Shannon Thyme Klinger | 6/7/2021 | Options | 6/7/2022 | 36,897(4) | 5,272(4) | 219.57 | 6/7/2031 | $0 | | | 6/7/2021 | RSUs | 6/7/2022 | — | 2,278(4) | — | | 94,719 | | | 3/1/2022 | Options | 3/1/2023 | 10,374(4) | 4,717(4) | 149.52 | 3/1/2032 | 0 | | | 3/1/2022 | RSUs | 3/1/2023 | — | 1,164(4) | — | | 48,399 | | | 3/1/2022 | PSUs | | — | 3,721(5) | — | | 154,719 | | | 2/28/2023 | Options | 2/28/2024 | 8,767(4) | 11,273(4) | 138.81 | 2/28/2033 | 0 | | | 2/28/2023 | RSUs | 2/28/2024 | — | 2,959(4) | — | | 123,035 | | | 2/28/2023 | PSUs | | — | 5,260(5) | — | | 218,711 | | | 2/27/2024 | Options | 2/27/2025 | — | 23,635(4) | 96.20 | 2/27/2034 | 0 | | | 2/27/2024 | Options | 2/27/2026 | — | 60,216(6) | 96.20 | 2/27/2034 | 0 | | | 2/27/2024 | RSUs | 2/27/2025 | — | 12,377(4) | — | | 514,636 | | | 2/27/2024 | RSUs | 5/27/2024 | | 2,653(7) | — | | 110,312 | | | 2/27/2024 | PSUs | | — | 12,377(5) | — | | 514,636 | | | 12/5/2024 | RSUs | 12/5/2025 | — | 188,761(4) | — | | 7,848,682 | | | | | | | | | | 9,627,849 |

  122. Outstanding Equity Awards at 2024 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. Equity awards are subject to certain acceleration of vesting provisions as provided in our Executive Severance 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 31, 2024 of $41.58. (3)The shares subject to the option are fully vested. (4)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. (5)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. PSUs granted on March 1, 2022 ultimately vested at 55% of target on February 12, 2025. (6)50% of the shares subject to the equity award vest on the second anniversary of the grant date and the remaining 50% vest on the third anniversary of the grant date, generally subject to the NEO’s continuous service relationship with the Company through each applicable vesting date. (7)The shares subject to the equity award vest in four equal quarterly installments starting in the quarter after the grant date, subject to the NEO’s continuous service relationship with the Company through the applicable vesting date. (8)The shares subject to the equity award vest in four equal quarterly installments starting in the quarter after grant date; the Compensation Committee has determined that the performance conditions for vesting have been satisfied.

  123. Option Exercises and Stock Vested in Fiscal Year 2024

    Option Exercises and Stock Vested in Fiscal Year 2024 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, 2024 by each of our NEOs.

  124. Option Exercises and Stock Vested in Fiscal Year 2024

    | | 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 | — | $— | 56,736 | $4,843,552 | | James Mock | — | — | 16,067 | 1,530,869 | | Stephen Hoge, M.D. | — | — | 34,073 | 2,999,995 | | Shannon Thyme Klinger | — | — | 24,849 | 2,897,969 |

  125. Option Exercises and Stock Vested in Fiscal Year 2024

    (1)The value realized upon the exercise of option awards would be 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. No Moderna stock options were exercised by our NEOs during 2024. 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.

  126. Option Exercises and Stock Vested in Fiscal Year 2024

    | 2025 Proxy statement | Moderna | 73 |

  127. 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, 2024. In the event of termination due to death or disability, each of our NEOs 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 31, 2024 (the last trading day of 2024) was $41.58.

  128. 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 | $1,638,000(3) | $2,457,000(4) | $— | | Cash Incentive Bonus Payment | 2,457,000(5) | 6,142,500(6) | — | | COBRA Premiums | 30,425(7) | 45,638(8) | — | | Accelerated Equity Vesting | —(9) | 2,730,351(10) | —(11) | | James Mock | | | | | Cash Severance Payment | 832,000(3) | 1,248,000(4) | — | | Cash Incentive Bonus Payment | 748,800(5) | 1,872,000(6) | — | | COBRA Premiums | 30,425(7) | 45,638(8) | — | | Accelerated Equity Vesting | 1,361,828(9) | 9,397,579(10) | 9,079,866(11) | | Stephen Hoge, M.D. | | | | | Cash Severance Payment | 1,092,000(3) | 1,638,000(4) | — | | Cash Incentive Bonus Payment | 1,092,000(5) | 2,730,000(6) | — | | COBRA Premiums | 30,425(7) | 45,638(8) | — | | Accelerated Equity Vesting | 201,164(9) | 2,365,029(10) | 1,341,537(11) | | Shannon Thyme Klinger | | | | | Cash Severance Payment | 832,000(3) | 1,248,000(4) | — | | Cash Incentive Bonus Payment | 748,800(5) | 1,872,000(6) | — | | COBRA Premiums | 19,750(7) | 29,625(8) | — | | Accelerated Equity Vesting | 1,310,810(9) | 9,212,215(10) | 8,739,783(11) |

  129. 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.

  130. Potential Payments on Termination or Change in Control

    | 74 | Moderna | 2025 Proxy statement |

  131. Potential Payments on Termination or Change in Control

    (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 (i) acceleration of vesting of 100% of the NEO’s unvested and outstanding time-based equity awards and (ii) acceleration of vesting of the NEO’s unvested and outstanding PSUs, based on the market price of a share of our common stock on December 31, 2024, which was $41.58. (11)Represents the value of acceleration of vesting of 100% of the NEO’s unvested and outstanding time-based equity awards, based on the market price of a share of our common stock on December 31, 2024, which was $41.58. 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.

  132. 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 5,800 global employees as of December 31, 2024. In performing this analysis, we identified the median employee based on actual base pay during 2024, 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 2024 (paid in 2025), as well as other benefits such as 401(k) match, in the same method used to calculate and report Mr. Bancel’s compensation. The 2024 total compensation for Mr. Bancel, as reported above in the 2024 Summary Compensation Table on page 69 was $19,876,180, which reflects all elements of his compensation as determined under Item 402 of Regulation S-K. The 2024 annual total compensation as determined under Item 402 of Regulation S-K for our median employee, who is employed as an oncology scientist, was $213,200. The ratio of Mr. Bancel’s total compensation to our median employee’s total annual compensation for fiscal year 2024 is 93 to 1.

  133. 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 five 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.

  134. Pay Versus Performance

    | | Summary Compensation Table Total for PEO (b) | Compensation Actually Paid to PEO(2) (c) | Average SCT Total for Other NEOs (d) | Average Compensation Actually Paid to NEOs(2) (e) | Value of Initial Fixed $100 Investment Based on: | | Net Income (millions) (h) | Company- Selected Measure [Product Sales](4)(5) (millions) (i) | | Year(1) (a) | | | | | Moderna TSR (f) | Peer Group(3) TSR (g) | | | | 2024 | $19,876,180 | $5,775,548 | $14,587,587 | $8,830,553 | $213 | $114 | $(3,561) | $3,109 | | 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 |

  135. 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: (a)2024 - Stephen Hoge, Shannon Thyme Klinger and James Mock (b)2023 – Arpa Garay, Stephen Hoge, Shannon Thyme Klinger and James Mock (c)2022 – Juan Andres, Arpa Garay, Jorge Gomez, Stephen Hoge, David Meline and James Mock (d)2021 – Juan Andres, Stephen Hoge, Shannon Thyme Klinger, David Meline and Corinne LeGoff (e)2020 – Juan Andres, Stephen Hoge, Lorence Kim, David Meline and Tal Zaks Biographical information for each of these individuals and their positions can be found above, beginning on page 40, or in the proxy statement for the year upon which compensation was reported, under the heading “Management.”

  136. Pay Versus Performance

    | 76 | Moderna | 2025 Proxy statement |

  137. Pay Versus Performance

    (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”:

  138. Pay Versus Performance

    | | 2024 | | | | PEO | Average for Other NEOs | | Summary Compensation Table | $19,876,180 | $14,587,587 | | Adjustments | | | | Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table(a) | (15,309,482) | (12,717,936) | | Increase/(decrease) for the Inclusion of Rule 402(v) Equity Values(a)(b) | 1,208,850 | 6,960,902 | | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year | 5,610,562 | 8,069,464 | | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards | (4,175,678) | (1,723,892) | | Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | — | 510,917 | | Change in Fair Value of Prior Years’ Equity Awards that Vested During the Year | (226,034) | 104,413 | | Change in Fair Value of Prior Years’ Equity Awards that Forfeited During the Year | — | — | | Compensation Actually Paid | 5,775,548 | 8,830,553 |

  139. 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 values 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; (iii) the change in fair value during the listed fiscal year of equity awards granted in that year that vested during the listed fiscal year; and (iv) 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 (v) 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. For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes. (b)The assumptions used in calculating the fair value of the equity awards did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table, except that the fair value calculations of (i) the options granted on or between February 28, 2018 and February 27, 2024 used an estimated term between 0.5 years and 9.16 years in 2024, as compared to an estimated term of between 6.11 and 6.48 years used to calculate the grant date fair value of such awards, and (ii) the PSUs assumed a payout based on the probable outcome as compared to the grant date fair value calculations which assumed a payout at target. (3)Peer group TSR reflects the Nasdaq Biotechnology Index for all five fiscal years disclosed, which aligns with the peer group used in our Annual Report on Form 10-K for each of these years. (4)The Company has identified Product Sales 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 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 2024 to the Company’s performance:

  140. Pay Versus Performance

    | Performance Metrics | | | Product Sales | Refer to “Compensation Discussion and Analysis—Short-Term Incentive Compensation—2024 Corporate Objectives,” described on page 56. | | Operating Expense (before cost of sales) | Refer to “Compensation Discussion and Analysis—Short-Term Incentive Compensation—2024 Corporate Objectives,” described on page 56. | | Total Shareholder Return (TSR) | Stock options have historically been the most heavily weighted equity vehicle in our long-term incentive program, and they remain on par with RSUs and PSUs as part of our equity mix (for 2024, stock options represent 50% of the weighting of equity for the PEO and 33% for the Other NEOs). RSUs and PSUs also correlate in value to TSR. 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 five-year period ending December 31, 2024 would have been $212.58. |

  141. Pay Versus Performance

    | 2025 Proxy statement | Moderna | 77 |

  142. CEO and Average NEO CAP vs. Company’s TSR

    | | Company Actually Paid to CEO | | Average Compensation Actually Paid to NEOs | | Company TSR |

  143. CEO and Average NEO CAP vs. Company’s Net Income

    | | Company Actually Paid to CEO | | Average Compensation Actually Paid to NEOs | | Net Income |

  144. CEO and Average NEO CAP vs. Company Selected Metric (Product Sales)

    | | Company Actually Paid to CEO | | Average Compensation Actually Paid to NEOs | | Company-Selected Measure |