DEF 14A of Moderna, Inc.

Filed Mar 16, 2026 · FY20250001308179-26-000081

Open on EDGAR

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| Proxy Summary | 3 | | PROPOSAL 1 | 11 | | Election of Directors | | | Governance | 16 | | Director Compensation | 30 | | Certain Relationships and Related Party Transactions | 33 | | Corporate Responsibility | 34 | | Management | 36 | | PROPOSAL 2 | 38 | | Non-binding Advisory Vote to Approve the Compensation of Our Named Executive Officers | | | Letter from the Compensation and Talent Committee | 39 | | Executive Compensation | 42 | | Compensation and Talent Committee Report | 77 | | Security Ownership of Certain Beneficial Owners and Management | 78 | | PROPOSAL 3 | 80 | | Non-binding Advisory Vote on the Frequency of Future Non-Binding Advisory Votes to Approve Executive Compensation | | | PROPOSAL 4 | 81 | | Ratification of Appointment of Independent Registered Public Accounting Firm | | | Audit Committee Report | 83 | | Information About the 2026 Annual Meeting of Shareholders | 84 |
Our Strategic Priorities
Our Strategic Priorities
Our Strategic Priorities
| Deliver sales growth | Our commercial growth drivers include geographic expansion and new product launches. In 2026, we expect to drive revenue growth from the annualized impact of our long-term strategic partnerships in the UK, Canada and Australia, as well as continued strong uptake of mNEXSPIKE in the U.S. In addition, we expect multiple growth opportunities in 2027 and 2028. | | Deliver cost efficiency across the business | Throughout 2025, we maintained disciplined cost management, improving productivity across manufacturing, R&D and SG&A. We expect to further reduce costs in 2026 and 2027. We plan to leverage our global production network, AI and digital tools to improve cost efficiency. | | Execute on our prioritized pipeline | We anticipate pivotal trial data readouts in 2026 across our oncology, rare disease and infectious disease portfolios. We expect to launch several new infectious disease products over the next few years (flu, flu + COVID combination and Norovirus), which would expand our infectious disease vaccine franchise to as many as six approved products. We expect to invest the cash generated from these products into oncology and rare disease therapeutics. | | Continue to advance our early pipeline and platform technology | We continue to advance our early-stage pipeline. This includes our early-stage oncology programs, which expand our oncology portfolio across cancer antigen therapies, T-cell engagers and cell-therapy enhancers, as well as multiple early-stage vaccine programs. |
Our Strategic Priorities
| 4 | Moderna | 2026 Proxy statement |
Our Strategic Priorities
| PROPOSAL 1 | | | | | | The Board of Directors recommends a vote “FOR” the election of each of the two nominees as a Class II director to serve for a three-year term. For more information on the nominees, see page 11. | | Director Nominees | | |
Our Strategic Priorities
At the Annual Meeting, two Class II directors will be elected, each for a three-year term. The Class II directors up for election are set forth below. Paul Sagan, a Class II director, has not been nominated for re-election at the Annual Meeting and, as a result, his term as a director will end at the Annual Meeting.
Our Strategic Priorities
| | | | | | | Committees* | | | | | Name | | Age | Director Since | Principal Occupation | Other Public Boards | A | CT | NCG | PT | | Class II directors nominated for re-election for a three-year term | | | | | | | | | | | | Sandra Horning, M.D. INDEPENDENT | 77 | 2020 | Former Chief Medical Officer and Global Head of Product Development, Roche | 3 | | | | | | | Abbas Hussain INDEPENDENT | 61 | 2024 | Former CEO, Vifor Pharma; Former Global President, Pharmaceuticals and Vaccines, GSK | 0 | | | | | | Continuing directors | | | | | | | | | | | | Noubar Afeyan, Ph.D. Chairman INDEPENDENT | 63 | 2010 Chairman since 2012 | CEO, Flagship Pioneering; Co-founder and Chairman, Moderna | 1 | | | | | | | Stéphane Bancel | 53 | 2011 | CEO, Moderna | 1 | | | | | | | Elizabeth Nabel, M.D. INDEPENDENT | 74 | 2015** | Former President, Brigham Health | 2 | | | | | | | François Nader, M.D. INDEPENDENT | 69 | 2019 | Former President, CEO and Executive Director, NPS Pharmaceuticals | 1 | | | | | | | David Rubenstein INDEPENDENT | 76 | 2024 | Co-Founder and Co-Chair, The Carlyle Group | 1 | | | | | | | Elizabeth Tallett INDEPENDENT | 76 | 2020 | Former Principal, Hunter Partners | 1 | | | | |
Our Strategic Priorities
| | | | | | | | | | | Chari | * A | Audit | NCG | Nominating and Corporate Governance | PT | Product and Technology | | | Member | CT | Compensation and Talent | | | | |
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.
Our Strategic Priorities
| 2026 Proxy statement | Moderna | 5 |
Nominees
Nominees Our Nominating and Corporate Governance Committee has recommended, and our Board of Directors has approved, Sandra Horning and Abbas Hussain as nominees for election as Class II directors at the Annual Meeting. Dr. Horning has served on the Board since 2020 and Mr. Hussain has served on the Board since 2024. 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. Horning and Mr. Hussain. 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 2026 Annual Meeting of Shareholders—What if I do not specify how my shares are to be voted?” on page 86. The election of the Class II directors requires a majority of the votes properly cast to be approved. If a director nominee does not receive a majority of the votes cast in favor of his or her election to the Board, the director nominee will be required to tender his or her resignation to the Board for consideration and action by the Board. The Nominating and Corporate Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the recommendation and will publicly disclose its decision within ninety days from the date of the certification of the election results.
Nominees
| 2026 Proxy statement | Moderna | 11 |
Information About Moderna’s Directors
Information About Moderna’s Directors
Nominees
Nominees
Nominees
| | Sandra Horning, M.D., 77 | | | | | Director since: 2020 2025 Attendance: 100% Committees •Product and Technology (Chair) •Nominating and Corporate Governance 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 | |
Nominees
| 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 a variety of disease areas, including in oncology. Dr. Horning provides valuable insight to our research and development teams as they develop products across our portfolio. She has advanced multiple novel oncology product candidates successfully through regulatory approval and ultimately to patients worldwide. 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) | | 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. |
Nominees
| | Abbas Hussain, 61 | | | | | Director since: 2024 2025 Attendance: 100% Committees •Audit •Product and Technology Education •BSc from Loughborough Institute of Technology | |
Nominees
| 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- 2025) •Vifor Pharmaceuticals (2021-2023) •Teva Pharmaceuticals (2020-2021) •CSL Limited (2018-2021) •Cochlear Limited (2018-2021) | | 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 served 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. |
Nominees
| 12 | Moderna | 2026 Proxy statement |
Continuing Directors
Continuing Directors
Continuing Directors
| | Noubar Afeyan, Ph.D., 63 | | | | | Director since: 2010 Chairman since: 2012 Term expires: 2028 2025 Attendance: 100% Committees •None Education •B.S. in Chemical Engineering from McGill University •Ph.D. in Biochemical Engineering from the Massachusetts Institute of Technology | |
Continuing Directors
| 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 | | •Generate Biomedicines, Inc. (2018 to present), Chair •Omega Therapeutics, Inc. (2016-2023), Chair •Rubius Therapeutics, Inc. (2013-2022) | | 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 100 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. |
Continuing Directors
| | Stéphane Bancel, 53 | | Director since: 2011 Term expires: 2028 2025 Attendance: 100% Committees •None 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 | |
Continuing Directors
| 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 | | •Generate Biomedicines, Inc. (2019 to present) •Qiagen N.V. (2013-2021) | | 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. |
Continuing Directors
| 2026 Proxy statement | Moderna | 13 |
Continuing Directors
| | Elizabeth Nabel, M.D., 74 | | | | | Director since: 2015 Term expires: 2027 2025 Attendance: 100% Committees •Compensation and Talent •Product and Technology 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 | |
Continuing Directors
| 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. 2021-2025 | | 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. |
Continuing Directors
| | François Nader, M.D., 69 | | | | | Director since: 2019 Term expires: 2028 2025 Attendance: 100% Committees •Compensation & Talent (Chair) •Nominating & Corporate Governance (Chair) Education •French doctorate in Medicine from St. Joseph University in Lebanon •Physician Executive M.B.A. from the University of Tennessee | |
Continuing Directors
| 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 | | •Tectonic Therapeutic, Inc. (since February 2026), Chair •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 | | 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 previously served as 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. |
Continuing Directors
| 14 | Moderna | 2026 Proxy statement |
Continuing Directors
| | David Rubenstein, 76 | | | | | Director since: 2024 Term expires: 2027 2025 Attendance: 92% Committees •Audit Education •B.A. in Political Science from Duke University •J.D. from the University of Chicago | |
Continuing Directors
| 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) | | 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. |
Continuing Directors
| | Elizabeth Tallett, 76 | | | | | Director since: 2020 Term expires: 2027 2025 Attendance: 100% Committees •Audit (Chair) •Compensation and Talent Education •Nottingham University with a dual first class honours degree in Mathematics and Economics | |
Continuing Directors
| 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 with service on numerous public company boards across multiple industries, including healthcare, life sciences and semiconductors. She has served as the Chair or lead independent director for several public companies and has chaired a wide range of board committees. 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 substantial public company board leadership experience 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 | | •Qiagen, Inc. (since 2011) •Elevance Health, Inc. (previously Anthem, Inc.) (2013-2025) •Principal Financial Group (2001-2021) •Meredith Corp., Inc. (2008-2021) | | 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. |
Continuing Directors
| 2026 Proxy statement | Moderna | 15 |
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, 2025. 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 42. 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.
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) | $130,000 | $— | $463,281 | $65,142(3) | $658,423 | | Sandra Horning, M.D.(4) | 100,000 | 463,290 | — | — | 563,290 | | Abbas Hussain(5) | 80,000 | 463,290 | — | — | 543,290 | | Elizabeth Nabel, M.D.(6) | 80,000 | 463,290 | — | — | 543,290 | | François Nader, M.D.(7) | 120,000 | 347,446 | 115,821 | — | 583,267 | | David Rubenstein(8) | 80,000 | 231,631 | 231,641 | — | 543,272 | | Paul Sagan(9) | 80,000 | — | 463,281 | — | 543,281 | | Elizabeth Tallett(10) | 100,000 | 115,816 | 347,461 | — | 563,277 |
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, 2025, 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 13 to our Consolidated Financial Statements for the year ended December 31, 2025, 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, 2025, Dr. Afeyan held outstanding options to purchase a total of 204,137 shares of our common stock, 178,625 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, 2025, Flagship Pioneering, Inc. held options to purchase a total of 9,263 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 a heightened threat environment in early 2025.
Non-Employee Director Compensation Table
| 2026 Proxy statement | Moderna | 31 |
Non-Employee Director Compensation Table
(4)As of December 31, 2025, Dr. Horning held (i) options to purchase a total of 55,409 shares of our common stock, all of which were vested, and (ii) 16,233 unvested RSUs. (5)As of December 31, 2025, Mr. Hussain held (i) options to purchase a total of 13,193 shares of our common stock, all of which were vested, and (ii) 16,233 unvested RSUs. (6)As of December 31, 2025, Dr. Nabel held (i) options to purchase a total of 19,550 shares of our common stock, all of which were vested, and (ii) 16,233 unvested RSUs. (7)As of December 31, 2025, Dr. Nader held options to purchase a total of 82,344 shares of our common stock, 75,966 of which were vested, and (ii) 12,174 unvested RSUs. (8)As of December 31, 2025, Mr. Rubenstein held (i) options to purchase a total of 21,872 shares of our common stock, 9,116 of which were vested, and (ii) 8,116 unvested RSUs. (9)As of December 31, 2025, Mr. Sagan held options to purchase a total of 158,388 shares of our common stock, 132,876 of which were vested. (10)As of December 31, 2025, Ms. Tallett held options to purchase 66,140 shares of our common stock, 47,006 of which were vested, and (ii) 4,058 unvested RSUs.
Non-Employee Director Compensation Table
| 32 | Moderna | 2026 Proxy statement |
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, 2025, 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.
Overview of Compensation for Our Named Executive Officers
| | Stéphane Bancel, 53 Chief Executive Officer Compensation for Mr. Bancel for 2025 was as set forth below. | | | | | Salary: $1,687,200 (3% increase over 2024) Bonus: $4,302,360, based on target of 150% of salary, with 170% payout, as described above Equity Awards(1): $15,000,000, delivered 50% in stock options and 50% in PSUs (based on 2024 performance) |
Overview of Compensation for Our Named Executive Officers
| | James Mock, 49 Chief Financial Officer Compensation for Mr. Mock for 2025 was as set forth below. | | | | | Salary: $857,000 (3% increase over 2024) Bonus: $1,311,210, based on target of 90% of salary, with 170% payout, as described above Equity Awards(1): $4,000,000, delivered 33% in stock options, 33% in RSUs and 33% in PSUs (based on 2024 performance) |
Overview of Compensation for Our Named Executive Officers
| | Stephen Hoge, M.D., 50 President Compensation for Dr. Hoge for 2025 was as set forth below. | | | | | Salary: $1,300,000 (19% increase over 2024) Bonus: $2,983,500, based on target of 135% of salary, with 170% payout, as described above Equity Awards(1): $15,000,000, delivered 33% in stock options, 33% in RSUs and 33% in PSUs (based on 2024 performance) |
Overview of Compensation for Our Named Executive Officers
| | Shannon Thyme Klinger, 54 Chief Legal Officer and Corporate Secretary Compensation for Ms. Klinger for 2025 was as set forth below. | | | | | Salary: $857,000 (3% increase over 2024) Bonus: $1,311,210, based on target of 90% of salary, with 170% payout, as described above Equity Awards(1): $3,500,000, delivered 33% in stock options, 33% in RSUs and 33% in PSUs (based on 2024 performance) |
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, are eligible to 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 with whom we compete for talent. •Align the interests of our executives and our shareholders to drive the creation of sustainable long-term value. •Utilize a mix 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.
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 50. We looked at pay and performance alignment over two periods as follows: •3-Year Analysis (2023-2025): The Company’s total shareholder return (TSR) performance over the three-year period ending December 31, 2025 was the lowest among peer companies and the total realizable pay for our CEO over the same period was at the 20th percentile. •5-Year Analysis (2021-2025): Both the Company’s TSR performance and the total realizable pay for our CEO over the five-year period ending December 31, 2025 were at the 9th percentile among these peer companies. Both the three-year and five-year analyses shows that realizable pay and TSR performance were well-aligned in the bottom left quadrant, illustrating our strong pay-for-performance alignment.
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 long-term incentive value is calculated based on the 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, 2025. TSRs are calculated based on the dividend adjusted (as applicable) closing price per share of common stock on the applicable exchange from January 1, 2023 through December 31, 2025 and from January 1, 2021 through December 31, 2025 for the respective periods.
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 58 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 2023, which had a performance period from 2023 - 2025, were designed to drive respiratory vaccine commercialization and advancement of intismeran autogene. The goals for our other classes of PSUs are further described on page 59. below. For the PSUs granted in 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. In 2024 and 2025, PSUs, each with a three year performance period, represented 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).
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 an independent external compensation consultant to provide advice, information, and analysis of our executive compensation program, 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. | |
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 to employees below the Executive Committee level, subject to certain parameters, under the 2018 Stock Plan. See “Other Compensation Policies and Practices—Equity Award Grant Policy.” The Compensation Committee reviews and approves the primary elements of compensation—base salary increases, annual cash bonuses, and annual equity awards—for our NEOs (other than our CEO), as authorized by the Board of Directors pursuant to the Compensation Committee charter. Our Board of Directors reviews and provides final approval for the primary elements of compensation awarded to our CEO after recommendation by the Compensation Committee.
Compensation-Setting Factors
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; •our CEO’s recommendations with respect to the compensation of our other executive officers; and •insights from our shareholder engagement. 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.
Role of Compensation Consultant
Role of Compensation Consultant The Compensation Committee engages an independent external compensation consultant to provide advice, information and analysis of our executive compensation program. For 2025, 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 2026 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 2025, 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 2025 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.
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 2025 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 $1 billion annually); •headcount factoring in Moderna’s headcount to reflect companies of similar size; and •R&D expenditure to provide context for scale of R&D organization and to balance revenue perspective given importance of commercial revenue.
Role of Market Data
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Role of Market Data
Based on these factors, the compensation peer group set forth below was adopted in October 2024 and was used in assessing compensation for our executives, including those decisions that were made in February 2025, particularly related to salary, annual target bonus percentages and annual equity awards that are described in this proxy statement.
Role of Market Data
| 2024-2025 Compensation Peer Group | | | | Alnylam Pharmaceuticals | Bristol-Myers Squibb | Neurocrine Biosciences | | BeOne Medicines | Incyte Corporation | Regeneron Pharmaceuticals | | Biogen | Jazz Pharmaceuticals | Sarepta Therapeutics | | BioMarin Pharmaceutical | Merck | Vertex Pharmaceuticals |
Role of Market Data
In August 2025, based on ongoing analysis from Pay Governance and shareholder engagement discussions, the Compensation Committee made updates to the compensation peer group that informed decisions made in February 2026 and that will inform decisions for the rest of the year. Updates were primarily aimed at better aligning our peer group with Moderna's market capitalization and future anticipated revenues. As a result of this update, Bristol-Myers Squibb and Merck were removed and Exelixis, Ionis, PTC Therapeutics, Ultragenyx and United Therapeutics were added to our compensation peer group.
Role of Market Data
| 2025-2026 Compensation Peer Group | | | | Alnylam Pharmaceuticals | Incyte Corporation | Regeneron Pharmaceuticals | | BeOne Medicines | Ionis + | Sarepta Therapeutics | | Biogen | Jazz Pharmaceuticals | Ultragenyx + | | BioMarin Pharmaceutical | Neurocrine Biosciences | United Therapeutics + | | Exelixis + | PTC Therapeutics + | Vertex Pharmaceuticals |
Role of Market Data
+ New addition to peer group for 2025-2026.
Role of Market Data
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Short-Term Incentive Compensation
Short-Term Incentive Compensation
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.
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 other executive officers’, including the other NEOs’, achievement of their prior year’s individual performance goals, and makes recommendations for total percentage achievement level. The Compensation Committee considers our CEO’s recommendations, and independently reviews and approves the total percentage achievement level for each of the other executive officers, including our other NEOs.
Target Annual Bonuses
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. The Compensation Committee determined that target bonus percentages remained competitive relative to market data and therefore no changes were made for 2026.
2025 Corporate Objectives
2025 Corporate Objectives In early 2025, the Compensation Committee established broad-based corporate objectives that defined the framework for funding the annual bonus plan. These objectives were designed to align with Moderna’s strategic plan and to inform more detailed goal-setting by individual executive officers and their teams. The Committee focused on the following key objectives: 1.Drive Spikevax and mRESVIA vaccine sales. To incentivize commercial execution across the Company’s respiratory portfolio. 2.Focus on 10 product approvals over the next 3 years to drive sales growth. To incentivize the approval of our products in major markets to drive sales growth and fund the next wave of research and development investment. 3.Deliver cost efficiency across the business. To incentivize disciplined expense management and operating efficiency. 4.Continue to advance early pipeline and platform technology. To incentivize long-term innovation and growth. 5.Evolve and adapt our operating model, and scale our culture. To incentivize organizational effectiveness and employee engagement as the Company continues to evolve. For each corporate objective, the Compensation Committee established performance criteria at threshold, target, and maximum levels, with weightings assigned to each objective as described on page 55. Under the terms of the Bonus Plan, the Committee has the authority to apply discretion in determining the extent to which corporate objectives are achieved, in order to ensure that incentive outcomes appropriately reflect Company performance, the rigor of the goals, and alignment with shareholder interests.
Bonus Pool Funding Determination
Bonus Pool Funding Determination In February 2026, the Compensation Committee completed its assessment of management’s achievement against the 2025 corporate objectives and, after consideration of both formulaic results and the application of downward discretion described above, concluded that overall performance merited funding the annual bonus pool at 170% of target.
Bonus Pool Funding Determination
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Bonus Pool Funding Determination
Set forth below is a summary of the scorecard and the Compensation Committee’s assessment of performance.
Bonus Pool Funding Determination
| Corporate Objective | Goal Weight | Target Performance Goals(1) | Actual Performance | Committee Assessment | Payout | | Drive Spikevax and mRESVIA vaccine sales | | | | | | | •Total Revenue | | $2.3B - $2.4B | $1.9B | Below Target | 13% | | Deliver cost efficiency across the business | | | | | | | •Total Cash Cost(2) | | $5.6B - $5.5B | $4.3B | At Maximum | 60% | | •2026 Total Cash Cost Budget Targets | | $4.7B | Exceeded maximum ($4.4B) | At Maximum; Committee applied downward discretion to reduce payout to 200% of target | 20% | | Focus on 10 product approvals over the next 3 years to drive sales growth | | | | | | | •Respiratory Filings & Approvals | | Achieve US approval of BOTH: •mRNA-1283; and •mRNA-1345 for 18-59 | Received approval in US for mRNA-1283 and mRNA-1345 for ages 18-59; filed mRNA-1010 in the U.S. | Above Target | 23% | | •Late-Stage Portfolio Diversification | | Achieve BOTH of the following: •Complete enrollment of Norovirus older adult Phase 3; AND •Enroll total of ** patients in PA and MMA pivotal studies | Completed target enrollment in Norovirus Phase 3 and enrolled patients in PA and MMA pivotal studies | At Target | 15% | | •Intismeran Autogene | | Deliver first clinical batch from Marlborough AND •Enroll ** patients across studies; OR •10% improvement on Turn Around Time (“TAT”) from 2024 average(3) | Delivered first clinical batch from Marlborough and enrolled patients across intismeran studies and >15% improvement on TAT from 2024 average | At Maximum | 20% | | Continue to advance the early pipeline and platform technology | | | | | | | •Early-Stage Portfolio Advancement | | •FSFV in 3 programs** •INDs Open in 2 programs** •3 lead nominations** | Initiated clinical studies in 3 programs** •Opened 2 INDs** •Advanced 3 programs to lead candidate nomination** | At Target | 5% | | •Platform and Technology Development | | •Deliver on 2 Platform Science objectives** •Deliver on 2 Tech Dev objectives** | Advanced platform technology development | At Target | 5% | | Evolve and adapt our operating model, and scale our culture | | Engagement survey score of 68(4) | Engagement survey score of 73.5 | Above Target | 9% | | Final Performance Assessment | | | | | 170% |
Bonus Pool Funding Determination
(1)For each corporate objective, the Compensation Committee established threshold, target, and maximum performance levels. For performance below target but at or above threshold, payouts generally ranged from 25% to 50% of the allocable portion of the bonus, depending on the objective. For performance at target, 100% of the allocable portion of the bonus was payable. For most objectives, maximum performance resulted in a payout of 200% of the allocable portion of the bonus; however, the total revenue and both cost efficiency objectives were not capped at 200% and could provide for payouts above the stated maximum based on the level of performance achieved. Performance for quantitative objectives was assessed using linear interpolation between threshold, target, and maximum levels. Performance for qualitative objectives was assessed based on the Committee’s judgment. (2)Total Cash Cost = GAAP operating expenses - (stock-based compensation and depreciation & amortization); Includes COGS, R&D and SG&A (3)Turn Around Time = sample receipt at Personalis through to delivery at site (4)Engagement score based on composite score from Glint Survey including metric evaluating employee sentiment (belonging, safety to innovate, appreciation of differences & inclusion) ** Not disclosed; competitively sensitive
Bonus Pool Funding Determination
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2025 Annual Bonus Determination
2025 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 2025, our Board, acting on the recommendation of the Compensation Committee, maintained the target bonus for our CEO at 150% of salary. The Compensation Committee increased the target bonus for Dr. Hoge at 135% of salary due to increased responsibility for the commercial organization, and maintained the 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 2026, the Compensation Committee and Board determined that the corporate performance factor for 2025 was 170%, reflecting exceptional performance against the Company’s corporate objectives. In establishing the 2025 performance targets, the Committee emphasized disciplined execution, particularly operational efficiency, cost management, and pipeline advancement, while calibrating revenue expectations to reflect the prevailing commercial and regulatory environment. Revenue goals were grounded in reasonable sales forecasts within a contracting COVID market, reflecting current conditions rather than prior peak-period performance. Performance ranges were structured to meaningfully differentiate among levels of achievement, including above-target outcomes, and to ensure that materially above-target payouts would be earned only through strong execution. The Committee concluded that the Executive Committee’s leadership and execution were instrumental in delivering these results, and accordingly each of the NEOs received an overall performance factor of 170%. This determination reflects the Committee’s assessment that management delivered results well above target under the corporate scorecard, particularly with respect to cash cost reduction. In a year marked by continued commercial transition and broader industry uncertainty, the Committee viewed management’s ability to execute decisively as a key driver of performance. The Committee also considered progress across regulatory and pipeline priorities during a period of continued commercial transition. The individual performance factor for each NEO (excluding our CEO, whose individual performance factor was determined by the Board) was determined by the Compensation Committee following discussion of the Company’s overall performance, and was multiplied by the 170% corporate performance factor to determine final bonus payout. These bonus payouts are reflected under the “Non-Equity Plan Incentive Compensation” column in the 2025 Summary Compensation Table on page 65 below.
2025 Annual Bonus Determination
| Name | 2025 Annual Base Salary(1) ($) | 2025 Annual Target Bonus (% of salary) | 2025 Annual Target Bonus ($) | Corporate Performance Factor (%) | Individual Performance Factor (%) | | Actual Cash Bonus(2) ($) | | Stéphane Bancel | $1,687,200 | 150% | $2,530,800 | 170% | | 100% | $4,302,360 | | James Mock | 857,000 | 90% | 771,300 | 170% | | 100% | 1,311,210 | | Stephen Hoge, M.D. | 1,300,000 | 135% | 1,755,000 | 170% | | 100% | 2,983,500 | | Shannon Thyme Klinger | 857,000 | 90% | 771,300 | 170% | | 100% | 1,311,210 |
2025 Annual Bonus Determination
(1)Represents the annual base salary rate in effect as of December 31, 2025. (2)Calculated by multiplying the annual target bonus by the corporate performance factor and the individual performance factor.
2025 Annual Bonus Determination
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Long-Term Incentive Compensation
Long-Term Incentive Compensation The Committee believes that long-term incentive 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.
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 |
2025 Equity Awards
2025 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 2025 meeting, the Compensation Committee approved the 2025 annual equity awards for our NEOs, other than our CEO. The Board made this determination for our CEO upon the recommendation of the Compensation Committee. The size of the annual equity award for Dr. Hoge reflected the expanded scope of his role, including oversight of the full commercial organization. The target equity values below reflect the values approved by the Compensation Committee (or Board, for the CEO). 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 2025 are set forth in the “Summary Compensation Table” and the “Grants of Plan-Based Awards for Fiscal Year 2025” table beginning on page 65.
2025 Equity Awards
| | 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) | 1,333,333 | 1,333,333 | 1,333,333 | 4,000,000 | | Stephen Hoge, M.D.(2) | 5,000,000 | 5,000,000 | 5,000,000 | 15,000,000 | | Shannon Thyme Klinger(2) | 1,166,667 | 1,166,667 | 1,166,667 | 3,500,000 |
2025 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.
2025 Equity Awards
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Determination of 2023 Earned PSUs
Determination of 2023 Earned PSUs We introduced PSUs as part of our compensation program for our Executive Committee in 2021. The PSUs granted in 2023 have a three-year performance period (2023 - 2025) and were designed to incentivize obtaining approvals for our respiratory disease programs and growing our U.S. market share, and advancing our intismeran candidate. At the time the performance goals were adopted, our original COVID vaccine (mRNA - 1273) was our only approved product, and these goals were focused on diversifying our revenue streams. All of the NEOs were eligible for these PSUs. The Committee approved a vesting of 50% of target at its February 2026 meeting for the 2023 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.
Determination of 2023 Earned PSUs
| Performance Metric Goals | | | | | | | | Performance Metric | Metric Weight | Threshold (50% vesting) | Target (100% vesting) | Maximum (200% vesting) | Actual Performance | Vesting % | | Commercializing respiratory vaccines | 50% | RSV licensed in 1+ markets in 2024; Flu licensed in 1+ markets in 2025; and achieve RSV market share of 15% in U.S. by 2025 | RSV & flu licensed in 1+ markets in 2024; and achieve RSV market share of 20% in US by 2025 | Not disclosed; competitively sensitive | Did not meet threshold performance metric | 0% | | Advancing the intismeran autogene candidate | 50% | Enroll 100% of melanoma registrational study or enroll 100% of Phase 2 study in another non-melanoma histology | Enroll 100% of melanoma registrational study and enroll 100% of Phase 2 study in another non-melanoma histology | Not disclosed; competitively sensitive | Target: For accomplishments mentioned at left | 100% | | | | | | | Total Vesting | 50% |
Determination of 2023 Earned PSUs
Based on the Committee’s approval of the 50% of target achievement, the following PSUs vested on February 11, 2026 for our NEOs that participated in the program:
Determination of 2023 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 | 22,543 | $3,129,194 | 50% | 11,271 | $473,326 | | James Mock | 5,260 | 730,141 | 50% | 2,630 | 110,447 | | Stephen Hoge, M.D. | 9,768 | 1,355,896 | 50% | 4,884 | 205,104 | | Shannon Thyme Klinger | 5,260 | 730,141 | 50% | 2,630 | 110,447 |
Determination of 2023 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.
Determination of 2023 Earned PSUs
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Outstanding PSU Awards
Outstanding PSU Awards The table below summarizes the PSU awards that were granted to our NEOs in 2024, 2025 and 2026 that remain outstanding as of the date of this Proxy Statement, including an overview of the pre-established performance metrics for each award.
Outstanding PSU Awards
| Grant Year | 2024 | | 2025 | | 2026 | | 2027 | 2028 | | 2024 | | Key Metrics: •Delivering on key externally communicated financial goals through 2026 •Executing on our late-stage pipeline beyond respiratory vaccines | | | | | | | | 2025 | | | | Key Metrics: •Maintaining cash balances over the performance period •Obtaining new product approvals in key markets | | | | | | 2026 | | | | | | Key Metrics: •Maintaining cash balances over the performance period •Achieving the filing and launch milestones for intismeran autogene in accordance with approved timelines | | |
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 continue to strengthen our financial foundation to position us for future growth. We also remain focused on driving growth through new product launches, geographic diversification outside the United States, and the continued advancement of our oncology portfolio as a long-term value driver.
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.
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.
Termination not in connection with a change in control
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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, acceleration based on the better of target and actual performance against the performance metrics. The payments and benefits provided under the Executive Severance Plan in connection with a change in control may not be eligible for a federal income tax deduction by us pursuant to Section 280G of the Code. These payments and benefits may also subject an eligible participant, including the named executive officers, to an excise tax under Section 4999 of the Code. If the payments or benefits payable to an eligible participant in connection with a change in control would be subject to the excise tax imposed under Section 4999 of the Code, then those payments or benefits will be reduced if such reduction would result in a greater net after-tax benefit to the applicable participant.
Equity 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.
Equity Award Grant Policy
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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 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; 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 2025, the Company did not grant any options to NEOs during the period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that discloses material nonpublic information, and ending one business day after the filing or furnishing of such report. 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.
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.
2025 Summary Compensation Table
2025 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.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary | Non-Equity Plan Incentive Compensation | Bonus | Stock Awards(1) | Option Awards(1) | All Other Compensation | Total | | Stéphane Bancel Chief Executive Officer | 2025 | $1,677,739 | $4,302,360 | $— | $6,897,455 | $6,897,425 | $157,238 | $19,932,217 | | | 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 | | James Mock Chief Financial Officer | 2025 | 852,192 | 1,311,210 | — | 2,452,404 | 1,226,205 | 15,750 | 5,857,761 | | | 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 | | Stephen Hoge, M.D. President | 2025 | 1,260,000 | 2,983,500 | — | 9,196,606 | 4,598,277 | 15,750 | 18,054,133 | | | 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 | | Shannon Thyme Klinger Chief Legal Officer and Corporate Secretary | 2025 | 852,192 | 1,311,210 | — | 2,145,838 | 1,072,924 | 15,750 | 5,397,914 | | | 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 |
2025 Summary Compensation Table
(1)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, 2025, 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 13 to our Consolidated Financial Statements for the year ended December 31, 2025 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.
Grants of Plan-Based Awards for Fiscal Year 2025
Grants of Plan-Based Awards for Fiscal Year 2025 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 2025. For a description of the types of awards indicated below, please see our “Compensation Discussion and Analysis” above.
Grants of Plan-Based Awards for Fiscal Year 2025
| 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 | March 1, 2025 | Annual Equity | | | | | 357,065 | $30.96 | $6,897,425 | | | March 1, 2025 | Annual Equity | 111,393 | 222,786 | 445,572 | | | | 6,897,455 | | James Mock | March 1, 2025 | Annual Equity | | | | | 63,478 | 30.96 | 1,226,205 | | | March 1, 2025 | Annual Equity | | | | 39,606 | | | 1,226,202 | | | March 1, 2025 | Annual Equity | 19,803 | 39,606 | 79,212 | | | | 1,226,202 | | Stephen Hoge, M.D. | March 1, 2025 | Annual Equity | | | | | 238,043 | 30.96 | 4,598,277 | | | March 1, 2025 | Annual Equity | | | | 148,524 | | | 4,598,303 | | | March 1, 2025 | Annual Equity | 74,262 | 148,524 | 297,048 | | | | 4,598,303 | | Shannon Thyme Klinger | March 1, 2025 | Annual Equity | | | | | 55,543 | 30.96 | 1,072,924 | | | March 1, 2025 | Annual Equity | | | | 34,655 | | | 1,072,919 | | | March 1, 2025 | Annual Equity | 17,327 | 34,655 | 69,310 | | | | 1,072,919 |
Grants of Plan-Based Awards for Fiscal Year 2025
(1)All annual equity grants were approved by the Compensation Committee on February 12, 2025. (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, 2027. (3)Each RSU is subject to time-based vesting, as described in the footnotes to the “Outstanding Equity Awards at 2025 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 2025 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 2025, 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 13 to our Consolidated Financial Statements for the year ended December 31, 2025 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).
Grants of Plan-Based Awards for Fiscal Year 2025
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Outstanding Equity Awards at 2025 Year-end
Outstanding Equity Awards at 2025 Year-end The table below sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2025.
Outstanding Equity Awards at 2025 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 | 8/10/2016 | Options | 8/10/2016 | 558,394(3) | — | $19.15 | 8/10/2026 | $5,773,794 | | | 8/10/2016 | Options | 8/10/2016 | 193,321(3) | — | 19.15 | 8/10/2026 | 1,998,939 | | | 2/23/2017 | Options | 2/22/2018 | 642,201(3) | — | 12.21 | 2/23/2027 | 11,097,233 | | | 2/28/2018 | Options | 2/27/2019 | 917,431(3) | — | 14.22 | 2/28/2028 | 14,009,171 | | | 12/6/2018 | Options | 6/13/2020 | 4,587,155(3) | — | 23.00 | 12/6/2028 | 29,770,636 | | | 3/8/2019 | Options | 3/8/2020 | 593,592(3) | — | 20.93 | 3/8/2029 | 5,081,148 | | | 2/28/2020 | Options | 2/28/2021 | 644,480(3) | — | 25.93 | 2/28/2030 | 2,294,349 | | | 2/9/2021 | Options | 2/9/2022 | 144,105(3) | — | 179.52 | 2/9/2031 | 0 | | | 3/1/2022 | Options | 3/1/2023 | 137,216(4) | 9,148(4) | 149.52 | 3/1/2032 | 0 | | | 2/28/2023 | PSUs | | — | 22,543(5) | — | | 664,793 | | | 2/28/2023 | Options | 2/28/2024 | 88,570(4) | 40,260(4) | 138.81 | 2/28/2033 | 0 | | | 2/27/2024 | PSUs | | — | 79,571(5) | — | | 2,346,549 | | | 2/27/2024 | Options | 2/27/2025 | 66,474(4) | 85,469(4) | 96.20 | 2/27/2034 | 0 | | | 3/1/2025 | PSUs | | — | 222,786(5) | | | 6,569,959 | | | 3/1/2025 | Options | 3/1/2026 | — | 357,065(4) | 30.96 | 3/1/2035 | 0 | | | | | | | | | | 79,606,571 | | James Mock | 10/5/2022 | Options | 10/5/2023 | 32,907(4) | 10,969(4) | 125.62 | 10/5/2032 | 0 | | | 10/5/2022 | RSUs | 10/5/2023 | — | 5,811(4) | — | | 171,366 | | | 2/28/2023 | Options | 2/28/2024 | 13,777(4) | 6,263(4) | 138.81 | 2/28/2033 | 0 | | | 2/28/2023 | RSUs | 2/28/2024 | — | 1,644(4) | — | | 48,482 | | | 2/28/2023 | PSUs | | — | 5,260(5) | — | | 155,117 | | | 2/27/2024 | Options | 2/27/2025 | 10,339(4) | 13,296(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 | — | 6,963(4) | — | | 205,339 | | | 2/27/2024 | PSUs | | — | 12,377(5) | — | | 364,998 | | | 12/5/2024 | RSUs | 12/5/2025 | — | 141,571(4) | — | | 4,174,929 | | | 3/1/2025 | Options | 3/1/2026 | — | 63,478(4) | 30.96 | 3/1/2035 | 0 | | | 3/1/2025 | RSUs | 3/1/2026 | — | 39,606(4) | — | | 1,167,981 | | | 3/1/2025 | PSUs | | — | 39,606(5) | — | | 1,167,981 | | | | | | | | | | 7,456,193 | | Stephen Hoge, M.D. | 8/10/2016 | Options | 8/10/2016 | 223,357(3) | — | 19.15 | 8/10/2026 | 2,309,511 | | | 8/10/2016 | Options | 8/10/2016 | 96,660(3) | — | 19.15 | 8/10/2026 | 999,464 | | | 2/23/2017 | Options | 2/22/2018 | 458,715(3) | — | 12.21 | 2/23/2027 | 7,926,595 | | | 10/3/2017 | Options | 10/3/2018 | 1,834,862(3) | — | 12.21 | 10/3/2027 | 31,706,415 | | | 2/28/2018 | Options | 2/27/2019 | 412,844(3) | — | 14.22 | 2/28/2028 | 6,304,128 | | | 3/8/2019 | Options | 3/8/2020 | 339,195(3) | — | 20.93 | 3/8/2029 | 2,903,509 | | | 2/28/2020 | Options | 2/28/2021 | 214,826(3) | — | 25.93 | 2/28/2030 | 764,781 | | | 2/9/2021 | Options | 2/9/2022 | 38,428(3) | — | 179.52 | 2/9/2031 | 0 | | | 3/1/2022 | Options | 3/1/2023 | 39,638(4) | 2,644(4) | 149.52 | 3/1/2032 | 0 | | | 3/1/2022 | RSUs | 3/1/2023 | — | 652(4) | — | | 19,227 | | | 2/28/2023 | Options | 2/28/2024 | 25,586(4) | 11,631(4) | 138.81 | 2/28/2033 | 0 | | | 2/28/2023 | RSUs | 2/28/2024 | — | 3,053(4) | — | | 90,033 | | | 2/28/2023 | PSUs | | — | 9,768(5) | — | | 288,058 | | | 2/27/2024 | Options | 2/27/2025 | 19,203(4) | 24,691(4) | 96.20 | 2/27/2034 | 0 | | | 2/27/2024 | RSUs | 2/27/2025 | — | 12,931(4) | — | | 381,335 | | | 2/27/2024 | PSUs | | — | 22,987(5) | — | | 677,887 | | | 3/1/2025 | Options | 3/1/2026 | — | 238,043(4) | 30.96 | 3/1/2035 | 0 | | | 3/1/2025 | RSUs | 3/1/2026 | — | 148,524(4) | — | | 4,379,973 | | | 3/1/2025 | PSUs | | — | 148,524(5) | — | | 4,379,973 | | | | | | | | | | 63,130,889 |
Outstanding Equity Awards at 2025 Year-end
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Outstanding Equity Awards at 2025 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 | 42,169(3) | (4) | 219.57 | 6/7/2031 | $0 | | | 3/1/2022 | Options | 3/1/2023 | 14,147(4) | 944(4) | 149.52 | 3/1/2032 | 0 | | | 3/1/2022 | RSUs | 3/1/2023 | — | 233(4) | — | | 6,871 | | | 2/28/2023 | Options | 2/28/2024 | 13,777(4) | 6,263(4) | 138.81 | 2/28/2033 | 0 | | | 2/28/2023 | RSUs | 2/28/2024 | — | 1,644(4) | — | | 48,482 | | | 2/28/2023 | PSUs | | — | 5,260(5) | — | | 155,117 | | | 2/27/2024 | Options | 2/27/2025 | 10,339(4) | 13,296(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 | — | 6,963(4) | — | | 205,339 | | | 2/27/2024 | PSUs | | — | 12,377(5) | — | | 364,998 | | | 12/5/2024 | RSUs | 12/5/2025 | — | 141,571(4) | — | | 4,174,929 | | | 3/1/2025 | Options | 3/1/2026 | — | 55,543(4) | 30.96 | 3/1/2035 | 0 | | | 3/1/2025 | RSUs | 3/1/2026 | — | 34,655(4) | — | | 1,021,976 | | | 3/1/2025 | PSUs | | — | 34,655(5) | — | | 1,021,976 | | | | | | | | | | 6,999,688 |
Outstanding Equity Awards at 2025 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, 2025 of $29.49. (3)The shares subject to the option are fully vested. (4)25% of the shares subject to the equity award vest on the first anniversary of the grant date and the remaining 75% vest in 12 equal quarterly installments thereafter, generally subject to the NEO’s continuous service relationship with the Company through each applicable vesting date. (5)Number of PSUs assumes performance at target. The shares subject to the equity award are scheduled to vest within two and a half months of the conclusion of the performance period, which ends on December 31st of the second calendar year after the grant date, and following a determination by the Compensation Committee on whether the performance criteria have been satisfied; if an NEO remains employed for at least one year of the performance period, he or she will be entitled to a pro rata award based upon time employed, subject to satisfaction of the performance criteria. The number of shares subject to vesting reflect anticipated performance at target. PSUs granted on February 28, 2023 ultimately vested at 50% of target on February 11, 2026. (6)50% of the shares subject to the equity award vest on the second anniversary of the grant date and the remaining 50% vest on the third anniversary of the grant date, generally subject to the NEO’s continuous service relationship with the Company through each applicable vesting.
Option Exercises and Stock Vested in Fiscal Year 2025
Option Exercises and Stock Vested in Fiscal Year 2025 The following table sets forth the number of shares acquired and the value realized upon exercises of stock options and vesting of RSUs during the fiscal year ended December 31, 2025 by each of our NEOs.
Option Exercises and Stock Vested in Fiscal Year 2025
| | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Stéphane Bancel | 688,073 | $12,405,956 | 13,233 | $409,297 | | James Mock | — | — | 62,382 | 1,673,492 | | Stephen Hoge, M.D. | — | — | 21,362 | 633,303 | | Shannon Thyme Klinger | — | — | 61,828 | 1,647,302 |
Option Exercises and Stock Vested in Fiscal Year 2025
(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. Mr. Bancel acquired 688,073 shares upon the exercise in full of a stock option scheduled to expire on February 23, 2026. The stock option would have been forfeited if not exercised prior to that date. He paid the full exercise price and applicable withholding taxes in cash. No shares were sold or withheld in connection with the exercise. 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.
Option Exercises and Stock Vested in Fiscal Year 2025
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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, 2025. 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, 2025 (the last trading day of 2025) was $29.49.
Potential Payments on Termination or Change in Control
| | Qualifying Termination Not in Connection with a Change in Control ($)(1) | Qualifying Termination in Connection with a Change in Control ($)(2) | Termination Due to Death or Disability ($) | | Stéphane Bancel | | | | | Cash Severance Payment | $1,687,200(3) | $2,530,800(4) | $— | | Cash Incentive Bonus Payment | 2,530,800(5) | 6,327,000(6) | — | | COBRA Premiums | 34,177(7) | 51,265(8) | — | | Accelerated Equity Vesting | —(9) | 9,581,301(10) | —(11) | | James Mock | | | | | Cash Severance Payment | 857,000(3) | 1,285,500(4) | — | | Cash Incentive Bonus Payment | 771,300(5) | 1,928,250(6) | — | | COBRA Premiums | 34,177(7) | 51,265(8) | — | | Accelerated Equity Vesting | 865,119(9) | 7,456,193(10) | 5,768,097(11) | | Stephen Hoge, M.D. | | | | | Cash Severance Payment | 1,300,000(3) | 1,950,000(4) | — | | Cash Incentive Bonus Payment | 1,755,000(5) | 4,387,500(6) | — | | COBRA Premiums | 34,177(7) | 51,265(8) | — | | Accelerated Equity Vesting | 730,497(9) | 10,216,486(10) | 4,870,568(11) | | Shannon Thyme Klinger | | | | | Cash Severance Payment | 857,000(3) | 1,285,500(4) | — | | Cash Incentive Bonus Payment | 771,300(5) | 1,928,250(6) | — | | COBRA Premiums | 22,171(7) | 33,257(8) | — | | Accelerated Equity Vesting | 818,554(9) | 6,999,687(10) | 5,457,596(11) |
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.
Potential Payments on Termination or Change in Control
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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 at target, based on the market price of a share of our common stock on December 31, 2025, which was $29.49. (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, 2025, which was $29.49. 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.
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 4,700 global employees as of December 31, 2025. In performing this analysis, we identified the median employee based on actual base pay during 2025, 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 2025 (paid in 2026), as well as other benefits such as 401(k) match, in the same method used to calculate and report Mr. Bancel’s compensation. The 2025 total compensation for Mr. Bancel, as reported above in the 2025 Summary Compensation Table on page 65 was $19,932,217, which reflects all elements of his compensation as determined under Item 402 of Regulation S-K. The 2025 annual total compensation as determined under Item 402 of Regulation S-K for our median employee, who is employed in the U.S. as an engineer, was $225,053. The ratio of Mr. Bancel’s total compensation to our median employee’s total annual compensation for fiscal year 2025 is 89 to 1.
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.
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 (Loss) (millions) (h) | Company- Selected Measure [Total Revenue](4)(5) (millions) (i) | | Year(1) (a) | | | | | Moderna TSR (f) | Peer Group(3) TSR (g) | | | | 2025 | $19,932,217 | $15,803,141 | $9,769,936 | $6,413,901 | $28 | $120 | $(2,822) | $1,944 | | 2024 | 19,876,180 | 5,775,548 | 14,587,587 | 8,830,553 | 40 | 91 | (3,561) | 3,236 | | 2023 | 17,068,514 | (155,552,174) | 5,103,698 | (3,939,532) | 95 | 92 | (4,714) | 6,864 | | 2022 | 19,363,648 | (306,219,630) | 5,822,260 | (8,967,479) | 172 | 89 | 8,362 | 19,263 | | 2021 | 18,155,739 | 793,044,894 | 8,256,157 | 67,035,028 | 243 | 99 | 12,202 | 18,471 |
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 and 2025 - 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
Pay Versus Performance
| 72 | Moderna | 2026 Proxy statement |
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”:
Pay Versus Performance
| | 2025 | | | | PEO | Average for Other NEOs | | Summary Compensation Table | $19,932,217 | $9,769,936 | | Adjustments | | | | Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table(a) | (13,794,880) | (6,897,418) | | Increase/(decrease) for the Inclusion of Rule 402(v) Equity Values(a)(b) | 9,665,804 | 3,541,383 | | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year | 12,624,782 | 6,398,222 | | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards | (2,043,335) | (2,064,252) | | Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | — | — | | Change in Fair Value of Prior Years’ Equity Awards that Vested During the Year | (915,643) | (792,587) | | Change in Fair Value of Prior Years’ Equity Awards that Forfeited During the Year | — | — | | Compensation Actually Paid | 15,803,141 | 6,413,901 |
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 through the vesting date of equity awards granted in prior years that vested during the listed fiscal year, less (iv) 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 9, 2021 and March 1, 2025 used an estimated term between 4.49 years and 9.00 years in 2025, as compared to an estimated term of between 5.11 and 6.25 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 Total Revenue 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. For 2025, Total Revenue replaced Product Sales used in prior years and aligns with the Company’s 2025 corporate objectives. Accordingly, the Company-Selected Measure information for fiscal years 2021 to 2024 has been updated to reflect this. (5)Total Revenue 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 2025 to the Company’s performance:
Pay Versus Performance
| Performance Metrics | | | Total Revenue | Refer to “Compensation Discussion and Analysis—Short-Term Incentive Compensation—2025 Corporate Objectives,” described on page 53. | | Operating Expense | Refer to “Compensation Discussion and Analysis—Short-Term Incentive Compensation—2025 Corporate Objectives,” described on page 53. | | 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 2025, 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, 2025 would have been $28.23. |
Pay Versus Performance
| 2026 Proxy statement | Moderna | 73 |
CEO and Average NEO CAP vs. Company’s TSR
| | Company Actually Paid to CEO | | Average Compensation Actually Paid to NEOs | | Company TSR |
CEO and Average NEO CAP vs. Company’s Net Income
| | Company Actually Paid to CEO | | Average Compensation Actually Paid to NEOs | | Net Income |
CEO and Average NEO CAP vs. Company Selected Metric (Total Revenue)
| | Company Actually Paid to CEO | | Average Compensation Actually Paid to NEOs | | Company-Selected Measure |

DEF 14A of Moderna, Inc.

director_comp

Our Strategic Priorities

Our Strategic Priorities

Our Strategic Priorities

Our Strategic Priorities

Our Strategic Priorities

Our Strategic Priorities

Our Strategic Priorities

Our Strategic Priorities

Our Strategic Priorities

Nominees

Nominees

Information About Moderna’s Directors

Nominees

Nominees

Nominees

Nominees

Nominees

Nominees

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Non-Employee Director Compensation Table

Non-Employee Director Compensation Table

Non-Employee Director Compensation Table

Non-Employee Director Compensation Table

Non-Employee Director Compensation Table

Non-Employee Director Compensation Table

Non-Employee Director Compensation Table

Overview of Compensation for Our Named Executive Officers

Overview of Compensation for Our Named Executive Officers

Overview of Compensation for Our Named Executive Officers

Overview of Compensation for Our Named Executive Officers

Executive Compensation Philosophy

Pay for Performance

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

Executive Compensation Program Design

Executive Compensation Program Design

Role of the Compensation Committee and the Board

Compensation-Setting Factors

Role of Compensation Consultant

Role of Market Data

Role of Market Data

Role of Market Data

Role of Market Data

Role of Market Data

Role of Market Data

Role of Market Data

Role of Market Data

Short-Term Incentive Compensation

Annual Cash Bonuses

Corporate and Individual Performance Goals

Target Annual Bonuses

2025 Corporate Objectives

Bonus Pool Funding Determination

Bonus Pool Funding Determination

Bonus Pool Funding Determination

Bonus Pool Funding Determination

Bonus Pool Funding Determination

Bonus Pool Funding Determination

2025 Annual Bonus Determination

2025 Annual Bonus Determination

2025 Annual Bonus Determination

2025 Annual Bonus Determination

Long-Term Incentive Compensation

Long-Term Incentive Compensation