UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE

SECURITIES EXCHANGE ACT OF 1934

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Moderna, Inc.

MODERNA, INC.

(Name of Registrant as Specified Inin Its Charter)

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Notice of Annual Meeting
of Shareholders

MONDAY, MAY 6, 2024 8:00 a.m., Eastern Time www.virtualshareholdermeeting.com/MRNA2024

HOW TO VOTE Review your proxy statement and vote in one of three ways:
	Internet www.proxyvote.com
	Telephone 1-800-690-6903
	Mail Complete, sign, date, and return your proxy card or voting instruction form

 

 

 

YOUR VOTE IS IMPORTANT. Even if you plan to participate in the Annual Meeting, we urge you to submit your proxy in advance to ensure your shares are represented. This will not affect your right to participate in the meeting and to vote your shares at that time. For additional information on voting and participating in the meeting, please see “Information About the 2024 Annual Meeting of Shareholders” beginning on page 83.

200 Technology Square

Cambridge, MA 02139

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS

PROXY STATEMENT

FOR 2019ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 8:00 a.m. Eastern Time on June 27, 2019

Use of terms such as “Moderna,” “the Company,” “we,” “us,” and “our” in this proxy statement refer to Moderna, Inc. and its consolidated subsidiaries.

This proxy statement and form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at our 2019 Annual Meeting of Stockholders (the “Annual Meeting”), and any postponements or adjournments thereof. The Annual Meeting will be held on June 27, 2019 at 8:00 a.m. Eastern Time, at our principal executive offices, located at 200 Technology Square, Cambridge, Massachusetts 02139. This proxy statement and our Annual Report on Form10-K for the year ended December 31, 2018 (the “Annual Report”) is2023, are first being mailed on or about May 15, 2019March 21, 2024, to all stockholders entitled to vote at the Annual Meeting.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

The information provided in the “question and answer” format below addresses certain frequently asked questions but is not intended to be a summary of all matters contained in this proxy statement. Please read the entire proxy statement carefully before voting your shares.

Why am I receiving these materials?

Our board of directors is providing these proxy materials to you in connection with our board of directors’ solicitation of proxies for use at Moderna, Inc.’s Annual Meeting, which will take place on June 27, 2019. Stockholders are invited to attend the Annual Meeting and are requested to vote on the proposals described in this proxy statement.

All stockholders as of the close of business on April 29, 2019 will receive the proxy materials and have the ability to access them via the Internet, including this proxy statement and our Annual Report, at www.proxydocs.com/MRNA.

What proposals will be voted on at the Annual Meeting?

There are two proposals scheduled to be voted on at the Annual Meeting:

At the time this proxy statement was mailed, our management and board of directors were not aware of any other matters to be presented at the Annual Meeting other than those set forth in this proxy statement and in the notice accompanying this proxy statement.

How does our board of directors recommend that I vote?

Our board of directors recommends that you vote:

Who is entitled to vote at the Annual Meeting?

Holders of our common stock at the close of business on April 29, 2019, the record date for the Annual Meeting (the “Record Date”), are entitled to notice of and to vote at the Annual Meeting. Each stockholder is entitled to one vote for each share of our common stock held as of the Record Date. As of the Record Date, there were 329,010,929 shares of common stock outstanding and entitled to vote. The shares you are entitled to vote include shares that are (1) held of record directly in your name and (2) held for you as the beneficial owner through a stockbroker, bank or other nominee.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Stockholder of Record: Shares Registered in Your Name. If, at the close of business on the Record Date, your shares were registered directly in your name with Computershare Trust Company, N.A., our transfer agent, then you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote in person at the Annual Meeting.

Beneficial Owners: Shares Registered in the Name of a Broker, Bank, or Other Nominee. If, at the close of business on the Record Date, your shares were held, not in your name, but rather in a stock brokerage account or by a bank or other nominee on your behalf, then you are considered the beneficial owner of shares held in “street name.” As the beneficial owner, you have the right to direct your broker, bank, or other nominee how to vote your shares by following the voting instructions your broker, bank, or other nominee provides. If you do not provide your broker, bank, or other nominee with instructions on how to vote your shares, your broker, bank, or other nominee may, in its discretion, vote your shares with respect to routine matters but may not vote your shares with respect to anynon-routine matters. For additional information, see “What if I do not specify how my shares are to be voted?” below.

Do I have to do anything in advance if I plan to attend the Annual Meeting in person?

Stockholder of Record: Shares Registered in Your Name. If you were a stockholder of record at the close of business on the Record Date, you do not need to do anything in advance to attend and/or vote your shares in person at the Annual Meeting, but you will need to present government-issued photo identification for entrance to the Annual Meeting.

Beneficial Owners: Shares Registered in the Name of a Broker, Bank, or Other Nominee. If you were a beneficial owner at the close of business on the Record Date, you may not vote your shares in person at the Annual Meeting unless you obtain a “legal proxy” from your broker, bank, or other nominee who is the stockholder of record with respect to your shares. You may still attend the Annual Meeting even if you do not have a legal proxy. For entrance to the Annual Meeting, you will need to provide proof of beneficial ownership as of the Record Date, such as the notice or voting instructions you received from your broker, bank, or other nominee or a brokerage statement reflecting your ownership of shares as of the Record Date, and also present government-issued photo identification.

Please note that no cameras, recording equipment, large bags, briefcases, or packages will be permitted in the Annual Meeting.

How do I vote?

Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you can vote in one of the following ways:

Beneficial Owners: Shares Registered in the Name of a Broker, Bank, or Other Nominee. If you are the beneficial owner of shares held of record by a broker, bank, or other nominee, you will receive voting instructions from your broker, bank, or other nominee. You must follow the voting instructions provided by your broker, bank, or other nominee in order to instruct your broker, bank, or other nominee how to vote your shares. The availability of Internet and telephone voting options will depend on the voting process of your broker, bank, or other nominee.As discussed above, if you are a beneficial owner, you may not vote your shares in person at the Annual Meeting unless you obtain a legal proxy from your broker, bank, or other nominee.

Can I change my vote or revoke my proxy?

Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you may revoke your proxy or change your proxy instructions at any time before your proxy is voted at the Annual Meeting by:

Beneficial Owners: Shares Registered in the Name of a Broker, Bank, or Other Nominee. If you are the beneficial owner of your shares, you must contact the broker, bank, or other nominee holding your shares and follow their instructions to change your vote or revoke your proxy.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our board of directors. The persons named in the proxy have been designated as proxy holders by our board of directors. When a proxy is properly dated, executed, and returned, the shares represented by the proxy will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directors. If any matters not described in this proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is postponed or adjourned, the proxy holders can vote your shares on the new meeting date, unless you have properly revoked your proxy, as described above.

What if I do not specify how my shares are to be voted?

Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record and you submit a proxy but you do not provide voting instructions, your shares will be voted:

Beneficial Owners: Shares Registered in the Name of a Broker, Bank, or Other Nominee. If you are a beneficial owner and you do not provide your broker, bank, or other nominee that holds your shares with voting instructions, then your broker, bank, or other nominee will determine if it has discretion to vote on each matter. Brokers do not have discretion to vote onnon-routine matters. Proposal No. 1 (election of directors) is anon-routine matter, while Proposal No. 2 (ratification of appointment of independent registered public accounting firm) is a routine matter. As a result, if you do not provide voting instructions to your broker, bank or other nominee, then your broker, bank or other nominee may not vote your shares with respect to Proposal No. 1, which would result in a “brokernon-vote,” but may, in its discretion, vote your shares with respect to Proposal No. 2. For additional information regarding brokernon-votes, see “What are the effects of abstentions and brokernon-votes?” below.

What are the effects of abstentions and brokernon-votes?

An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If a stockholder indicates on its proxy card that it wishes to abstain from voting its shares, or if a broker, bank, or other nominee holding its customers’ shares of record causes abstentions to be recorded for shares, these shares will be considered present andshareholders entitled to vote at the Annual Meeting. As a result, abstentions will be counted for purposes of determiningThese materials also are available at www.proxyvote.com, using the presence or absence of a quorum and will also count as votes against a proposal in cases where approvalcontrol number provided with your materials. 

What is a quorum?

A quorum is the minimum number of shares required to be present at the Annual Meeting for the meeting to be properly held under our bylaws and Delaware law. A majority of the shares of common stock outstanding and entitled to vote, in person or by proxy, constitutes a quorum for the transaction of business at the Annual Meeting. As noted above, as of the Record Date, there were a total of 329,010,929 shares of common stock outstanding, which means that 164,505,465 shares of common stock must be represented in person or by proxy at the Annual Meeting to have a quorum. If there is no quorum, a majority of the shares present at the Annual Meeting may adjourn the meeting to a later date.

How many votes are needed for approval of each proposal?are:

	•Proposal			Board voting recommendation		Where to find more information
Proposal No.1: The election of Elect three Class IIII directors, requireseach for a plurality vote ofthree-year term			FOR all nominees		Page 8
Proposal 2: Approve, on a non-binding, advisory basis the sharescompensation of our common stock present in person or by proxy atnamed executive officers			FOR		Page 35
Proposal 3: Ratify the Annual Meeting and entitledappointment of Ernst & Young LLP as our independent registered public accounting firm for 2024			FOR		Page 76
Proposal 4: Amend our Certificate of Incorporation to vote thereonprovide shareholders the right to be approved. This means that the three nominees who receive the most call a special meeting			FOR votes will be elected. You may (i) vote FOR all nominees, (ii) WITHHOLD your vote as		Page 79
Proposal 5: Amend our Certificate of Incorporation to all nominees, or (iii) vote FOR all nominees exceptreflect new Delaware law provisions allowing for those specific nominees from whom you WITHHOLD your vote. Any shares not voted officer exculpation			FOR a particular nominee (whether as a result of voting withheld or a brokernon-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election. If you WITHHOLD your vote as to all nominees, you will be deemed to have abstained from voting on Proposal No. 1, and such abstention will have no effect on the outcome of the proposal.		Page 81

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Our Mission 

About Moderna 

Moderna is a leader in the creation of the field of mRNA medicines. Through the advancement of mRNA technology, Moderna is reimagining how medicines are made and transforming how we treat and prevent disease for everyone. By working at the intersection of science, technology and health for more than a decade, the Company has developed medicines at unprecedented speed and efficiency, including one of the earliest and most effective COVID-19 vaccines.

Moderna’s mRNA platform has enabled the development of therapeutics and vaccines for infectious diseases, immuno-oncology, rare diseases and autoimmune diseases.  With a unique culture and a global team driven by the Moderna values and mindsets to responsibly change the future of human health, Moderna strives to deliver the greatest possible impact to people through mRNA medicines.  

2023 Performance

Our Strategic Priorities

Commercial Execution:We are focused on commercial execution to drive sales growth and profitability. This includes building on the current momentum from U.S. Spikevax sales and preparing for multiple product launches, including the expected launch of our RSV vaccine candidate and other potential launches in 2025 and beyond.

Disciplined Investment:We plan to continue to review our cost structure to find efficiencies, and to remain disciplined around spending.  We expect to leverage our existing manufacturing and commercial infrastructure as we launch new products in our respiratory franchise in 2024 and 2025.  

Executing on Late-Stage Pipeline:We are focused on advancing our late-stage pipeline to drive organic sales growth. Moderna expects to launch up to 15 products in the next five years, with up to four of those launches possibly occurring by 2025.

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Proposal 1: Director Nominees 

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

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

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Proposal 2: Advisory Vote on Compensation of our Executive Officers

Shareholders will be asked to approve, on a non-binding, advisory basis, the compensation of Moderna’s named executive officers. This is commonly known as a “say on pay” proposal.

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

Our executive compensation program is based on a pay-for-performance philosophy, which is reflected in both our annual and long-term incentive compensation programs. We believe that a significant portion of each executive’s compensation should be variable and at-risk and tied to the achievement of pre-established Company performance goals that drive value creation for our business and align our executives’ interests with those of our shareholders. The largest component of our 2023 long-term incentive compensation program is delivered in the form of stock options, which directly aligns payouts with outcomes for our shareholders. 

The charts below set forth the target total compensation mix for Mr. Bancel, our Chief Executive Officer, and our average NEO’s target compensation for 2023.

CEO Target Pay Mix		Average NEO Target Pay Mix

The Board of Directors recommends a vote “FOR” approval, on a non-binding, advisory basis, of the compensation of the Company’s Named Executive Officers. For more information, see page 35.

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Proposal 3: Auditor Ratification

The Board of Directors recommends a vote “FOR” the ratification of the appointment of Ernst & Young LLP requires an affirmative voteas our independent registered public accounting firm for the year ending December 31, 2024. For more information, see page 76.

Proposal 4: Amend Our Certificate of Incorporation to Provide Shareholders the Right to Call a Special Meeting

The Board of Directors recommends a vote “FOR” the proposal to amend our Certificate of Incorporation to provide shareholders the right to call a special meeting. For more information, see page 79.

Proposal 5: Amend Our Certificate of Incorporation to Reflect New Delaware Law Provisions Allowing for Officer Exculpation

The Board of Directors recommends a vote AGAINST“FOR” the proposal. proposal to amend our Certificate of Incorporation to allow for officer exculpation. For more information, see page 81.

How are proxies solicited for the Annual Meeting and who is paying for such solicitation?

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Proposal No. 1: Election of Directors 

Our boardBoard of directors is soliciting proxies for use at the Annual Meeting by means of the proxy materials. We will bear the entire cost of proxy solicitation, including the preparation, assembly, printing, mailing, and distribution of the proxy materials. Copies of solicitation materials will also be made available upon request to brokers, banks, and other nominees to forward to the beneficial owners of the shares held of record by such brokers, banks, or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communication, or other means by our directors, officers, employees, or agents. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonableout-of-pocket expenses in connection with such solicitation. We do not plan to retain a proxy solicitor to assist in the solicitation of proxies.

If you choose to access the proxy materials and/or vote over the Internet, youDirectors currently has nine members, who are responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur.

What does it mean if I received more than one Notice of the Annual Meeting?

If you receive more than one notice of the Annual Meeting, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each notice you received to ensure that all of your shares are voted.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

We have adopted a procedure called “householding,” which has been approved by the U.S. Securities and Exchange Commission (the “SEC”). Under this procedure, we will deliver only one copy of our proxy materials in the mail to multiple stockholders who share the same address (if they appear to be members of the same family) unless we have received contrary instructions from an affected stockholder. Stockholders who participate in householding will continue to receive separate proxy cards if they received a paper copy of proxy materials in the mail. This procedure reduces our printing and mailing costs. Upon written or oral request, we will promptly deliver a separate copy of the proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that we only send a single copy of next year’s proxy materials, you may contact us as follows:

Moderna, Inc.

Attention: Corporate Secretary

200 Technology Square

Cambridge, Massachusetts 02139

(617)714-6500

Stockholders who hold shares in street name may contact their brokerage firm, bank, or other nominee to request information about householding.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form8-K that we expect to file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us at that time, we intend to file a Form8-K to publish preliminary results and, within four business days after the final results are known to us, file an amendment to the Form8-K to publish the final results.

What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?

Stockholder Proposals

Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at the next annual meeting of stockholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our Proxy Statement for our 2020 annual meeting of stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices not later than January 16, 2020, unless the date of our 2020 annual meeting of stockholders (the “2020 Annual Meeting”) is held more than 30 days before or after June 27, 2020, in which case the proposal must be received a reasonable time before we begin to print and send proxy materials for the 2020 Annual Meeting. In addition, stockholder proposals must comply with the requirements ofRule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to:

Moderna, Inc.

Attention: Corporate Secretary

200 Technology Square

Cambridge, Massachusetts 02139

(617)714-6500

Our bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our bylaws provide that the only business that may be conducted at an annual meeting is business that is (i) properly brought before the annual meeting by or at the direction of our board of directors or (ii) properly brought before the annual meeting by a stockholder of record entitled to vote at the annual meeting who has delivered timely written notice to our Corporate Secretary, which notice must contain the information specified in our bylaws. To be timely for our 2020 Annual Meeting, our Corporate Secretary must receive the written notice at our principal executive offices:

In the event that we hold our 2020 Annual Meeting more than 30 days before or more than 60 days after the first anniversary of the date of the Annual Meeting, then notice of a stockholder proposal that is not intended to be included in our proxy statement must be received no later than the close of business on the later of the following two dates:

If a stockholder who has notified us of his, her, or its intention to present a proposal at an annual meeting does not appear to present his, her, or its proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting.

Nomination of Director Candidates

You may propose director candidates for consideration by our corporate governance and nominating committee. Any such recommendations should include the nominee’s name and qualifications for membership on our board of directors and should be directed to our Corporate Secretary at the address set forth above. For additional information regarding stockholder recommendations for director candidates, see “Stockholder Proposals.”

In addition, our bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our bylaws. In addition, the stockholder must give timely notice to our Corporate Secretary in accordance with our bylaws, which, in general, require that the notice be received by our Corporate Secretary within the time period described above under “Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement.

Availability of Bylaws

A copy of our bylaws may be obtained by accessing our public filings on the SEC’s website at www.sec.gov. You may also contact our Corporate Secretary at our principal executive office for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our board of directors is currently composed of nine members. In accordance with our certificate of incorporation, our board of directors is divided into three equal classes with staggered three-year terms. At the Annual Meeting, three Class IIII directors will be elected for a three-year term to succeed the same classterm. Each of these nominees is a Class III director whose current term is then expiring.

Each director’s term continuesdirector will continue in office until the election and qualification of such director’sa successor or until such director’s earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist ofone-third of our directors. This classification of our board of directors may have the effect of delaying or preventing changes in control of our company.

Nominees

Our corporate governanceNominating and nominating committeeCorporate Governance Committee has recommended, and our boardBoard of directorsDirectors has approved, Noubar Afeyan, Ph.D., Stéphane Bancel,Robert Langer, Elizabeth Nabel, M.D. and Peter Barton Hutt, LL.M.Elizabeth Tallett as nominees for election as Class IIII directors at the Annual Meeting. If elected, each of Dr. AfeyanLanger has served on the Board since 2010, Dr. Nabel has served on the Board since 2015, and Messrs. Bancel and Hutt will serve as Class I directors untilMs. Tallett has served on the 2022 annual meeting of stockholders or until their successors are duly elected and qualified. Each of the nominees is currently a director of our Company. For information concerning the nominees, see “Board of Directors and Corporate Governance.”Board since 2020.

If you are a stockholdershareholder of record and you sign your proxy card or vote over the Internet or by telephone but do not give instructions with respect to the voting of directors, your shares will be voted FOR the election of Dr. AfeyanLanger, Dr. Nabel and Messrs. Bancel and Hutt.Ms. Tallett. We expect that Dr. Afeyan and Messrs. Bancel and Huttthe nominees will accept such nomination; however, in the event thatserve if elected. However, if a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall beis designated by our boardBoard of directorsDirectors to fill suchthe resulting vacancy. If you areown your Moderna stock through a beneficial owner of shares of our common stockbroker, bank, or other nominee and you do not give voting instructions, to your broker, bank, or other nominee, then your broker, bank, or other nomineeshares will leave your shares unvotednot be voted on this matter. For more information, please see “Information About the 2024 Annual Meeting of Shareholders—What if I do not specify how my shares are to be voted?” on page 85.

Vote Required

The election of the Class IIII directors requires a plurality votemajority of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereonvotes properly cast to be approved. Brokernon-votesIf 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 have no effect on this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE THREE DIRECTORS NOMINATED BY OUR BOARD OF DIRECTORS AND NAMED IN THIS PROXY STATEMENT AS CLASSI DIRECTORS TO SERVE FOR A THREE-YEAR TERM.

MANAGEMENT

Executivesbe required to tender his or her resignation to the Board for consideration and directors

The following table sets forthaction by the name, age (as of May 1, 2019) and position of each of our executives and directors.Board.

Name		Age		Position
Executives:
Stéphane Bancel(1)		46		Chief Executive Officer and Director
Juan Andres (1)		54		Chief Technical Operations and Quality Officer
Marcello Damiani		49		Chief Digital and Operational Excellence Officer
Lori Henderson, J.D.(1)		57		General Counsel and Corporate Secretary
Stephen Hoge, M.D.(1)		43		President
Lorence Kim, M.D. (1)		45		Chief Financial Officer
Megan Pace		46		Chief Corporate Affairs Officer
Tal Zaks, M.D., Ph.D. (1)		53		Chief Medical Officer
Non-Executive Directors:
Noubar B. Afeyan, Ph.D. (4)(5)		56		Chairman, Director
Stephen Berenson (2)(3)		58		Director
Peter Barton Hutt, LL.M.(5)		84		Director
Robert Langer, Sc.D. (4)		70		Director
Elizabeth Nabel, M.D. (4)(5)		67		Director
Israel Ruiz (2)(3)		47		Director
Paul Sagan (2)(3)		60		Director
Moncef Slaoui, Ph.D.(5)		59		DirectorThe Board of Directors recommends a vote “FOR” the election of each of the three nominees as a Class III director to serve for a three-year term.

(1)

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Information About Moderna’s Directors 

Nominees 

Executive team

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Stéphane Bancel, has served as our Chief Executive Officer since October 2011 and a member of our board of directors since March 2011. Before joining the Company, Mr. Bancel served for five years as Chief Executive Officer of the French diagnostics company bioMérieux SA (Euronext: BIM). From July 2000 to March 2006, he served in various roles at Eli Lilly and Company (NYSE: LLY), including as Managing Director, Belgium and as Executive Director, Global Manufacturing Strategy and Supply Chain. Prior to Eli Lilly and Company, Mr. Bancel served as Asia-Pacific Sales and Marketing Director for bioMérieux. Mr. Bancel currently serves on the board of directors of Qiagen N.V. (NYSE: QGEN) and previously served on the board of directors of BG Medicine, Inc. (OTCMKTS: BGMD) and Syros Pharmaceuticals, Inc. (Nasdaq: SYRS). He is currently a Venture Partner at Flagship Pioneering and a trustee of the Museum of Science in Boston. Mr. Bancel holds a Master of Engineering degree from École Centrale Paris (ECP), a Master of Science in chemical engineering from the University of Minnesota, and an M.B.A. from Harvard Business School. We believe that Mr. Bancel is qualified to serve on our board of directors because of his extensive leadership experience in the healthcare industry and experience as a director of public and private companies.

Continuing Directors 

Juan Andres, joined the Company in August 2017, and has served as our Chief Technical Operations and Quality Officer since August 2018. Before joining the Company, Mr. Andres worked at Novartis AG (NYSE: NVS) (“Novartis”) from 2005 to 2017, in various roles of increasing responsibility including serving as Global

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Non-executive directors

Noubar B. Afeyan, Ph.D., is aco-founder and has served on our board of directors since incorporation, and has served as a chairman of our board of directors since February 2012. In 1999, Dr. Afeyan founded Flagship Pioneering and serves as its Senior Managing Partner and Chief Executive Officer. Since May 2014, Dr. Afeyan has served on the board of directors of Evelo Biosciences, Inc. (Nasdaq: EVLO), since 2013, on the board of Rubius Therapeutics, Inc. (Nasdaq: RUBY) and since October 2010, on the board of Seres Therapeutics, Inc. (Nasdaq: MCRB). He has previously served on the boards of numerous privately and publicly held companies, including BIND Therapeutics, Inc., BG Medicine, Inc. and Eleven Biotherapeutics, Inc. He received a Ph.D. in biochemical engineering from the Massachusetts Institute of Technology (“MIT”) and a B.S. in chemical engineering from McGill University. Dr. Afeyan is currently a visiting lecturer of business administration at Harvard Business School and was previously a senior lecturer at MIT’s Sloan School of Management where he taught courses on technology-entrepreneurship, innovation, and leadership. We believe that Dr. Afeyan’s significant experienceco-founding, leading, and investing in numerous biotechnology companies make him qualified to serve on our board of directors.

Stephen Berenson, has served as a member of our board of directors since October 2017. Mr. Berenson is a Managing Partner at Flagship Pioneering. Prior to that, Mr. Berenson spent 33 years as an investment banker at J.P. Morgan. During his last twelve years at J.P. Morgan, Mr. Berenson was Vice Chairman of Investment Banking and focused on providing high-touch strategic advice and complex transaction execution to leading companies across all industries globally. He wasco-founder of J.P. Morgan’s Global Strategic Advisory Council andco-founder of the firm’s Board Initiative. Mr. Berenson also serves on the board of directors of CiBO Technologies, Inc. Mr. Berenson received an S.B. in mathematics from MIT. We believe that Mr. Berenson is qualified to serve on our board of directors because of his experience in the banking and investment industries.

Peter Barton Hutt, LL.M., has served as a member of our board of directors since March 2012. Mr. Hutt has practiced law at Covington & Burling LLP, specializing in food and drug law, since 1960 (except for the period from 1971 to 1975). From 1971 to 1975, he was Chief Counsel for the U.S. Food and Drug Administration. Mr. Hutt is a member of the board of directors of Flex Pharma, Inc. (Nasdaq: FLKS), Q Therapeutics, Inc. (Nasdaq: QCEL), Concert Pharmaceuticals, Inc. (Nasdaq: CNCE), and Immunomedics, Inc. (Nasdaq: IMMU), each of which is a public biotechnology company, as well as numerous private companies. During the last five years, Mr. Hutt also served as a member of the board of directors of BIND Therapeutics, Inc. (Nasdaq: BIND), Seres Therapeutics, Inc. (Nasdaq: MCRB), Xoma Ltd. (Nasdaq: XOMA), DBV Technologies SA (Nasdaq: DBVT), Momenta Pharmaceuticals, Inc. (Nasdaq: MNTA), and Evelo Biosciences, Inc. (Nasdaq: EVLO). Mr. Hutt received a B.A. from Yale University, an LL.B. from Harvard Law School, and an LL.M. from New York University School of Law. We believe that Mr. Hutt is qualified to serve on our board of directors because of his extensive knowledge of regulatory and legal issues related to drug development and his service on numerous boards of directors.

Robert Langer, Sc.D., has served as a member of our board of directors since December 2010. Dr. Langer has been an Institute Professor at MIT since 2005, and prior to that was a Professor at MIT since 1977. Dr. Langer currently serves on the board of directors of Rubius Therapeutics, Inc. (Nasdaq: RUBY), Kala Pharmaceuticals, Inc. (Nasdaq: KALA), and the UK public company Puretech Health plc (LON: PRTC), and previously served on the board of directors of public companies Momenta Pharmaceuticals, Inc. (Nasdaq: MNTA), Wyeth (NYSE: WYE), Fibrocell Science, Inc. (Nasdaq: FCSC) and Millipore Corp. Dr. Langer also served as a member of the Science Board to the Food and Drug Administration from 1995 to 2002, including his service as chairman from 1999 to 2002. Dr. Langer received his B.S. from Cornell University and his Sc.D. from MIT, both in Chemical Engineering. We believe that Dr. Langer is qualified to serve on our board of directors because of his pioneering academic work, extensive medical and scientific knowledge and experience, and his previous service on public company boards of directors.

Elizabeth Nabel, M.D., has served as a member of our board of directors since December 2015. Dr. Nabel has served as 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, since 2010. Dr. Nabel has also been a Professor of Medicine at Harvard Medical School since 2010. Prior to that, Dr. Nabel held a variety of roles, including Director, at the National Heart, Lung and Blood Institute at the National Institutes of Health, a federal agency funding research, training and education programs to promote the prevention and treatment of heart, lung and blood diseases, from 1999 to 2009. She is an elected member of the National Academy of Medicine of the National Academy of Sciences. Dr. Nabel currently serves on the board of directors of Medtronic Plc (NYSE: MDT) and as a trustee of Tekla Capital Management LLC. We believe that Dr. Nabel is qualified to serve on our board of directors because of her extensive experience in the health care field, including senior positions with a number of research universities and organizations.

Israel Ruiz, has served as a member of our board of directors since February 2017. Mr. Ruiz has been the Executive Vice President and Treasurer at MIT since 2011. In this role, Mr. Ruiz oversees all principal administrative and financial functions of MIT. Prior to his current role, Mr. Ruiz served as the Vice President for Finance for MIT from 2007 to 2011 and as a principal for MIT’s Office of Budget and Financial Planning from 2001 to 2007. He currently serves on the board of directors of Fortive Corporation (NYSE: FTV). Mr. Ruiz received a degree in industrial and mechanical engineering from the Polytechnic University of Catalonia and a master’s degree from the MIT Sloan School of Management. We believe that Mr. Ruiz is qualified to serve on our board of directors because of his deep financial and accounting experience as the chief financial officer of MIT.

Paul Sagan has served as a member of our board of directors since June 2018. Mr. Sagan has been a Managing Director at General Catalyst Partners, a venture capital firm, since January 2018, and previously served there as an Executive In Residence (XIR) since January 2014. Mr. Sagan was a director of EMC from December 2007 until the acquisition by Dell, Inc. in September 2016. From April 2005 to January 2013, Mr. Sagan served as Chief Executive Officer at Akamai Technologies, Inc. (Nasdaq: AKAM) and was President from May 1999 to September 2010 and from October 2011 to January 2013. Mr. Sagan currently serves on the board of directors of Akamai and VMware, Inc. (Nasdaq: VMW). Mr. Sagan received his B.S. from the Medill School of Journalism at Northwestern University. We believe that Mr. Sagan is qualified to serve on our board of directors because of his experience and leadership in both in the technology and venture capital fields.

Moncef Slaoui, Ph.D., has served as a member of our board of directors since July 2017. Dr. Slaoui joined GlaxoSmithKline Plc (NYSE: GSK) (“GSK”) in 1988, where he engineered the development of a robust vaccines pipeline. He then led worldwide business development for pharmaceutical products before his appointment to lead research and development in 2006. He assumed overall responsibility for GSK’s Oncology Business in 2010, for GSK Vaccines in 2011, and for all Global Franchises in 2012. Dr. Slaoui is Chairman of the board of directors of Galvani Bioelectronics, a company launched in November 2016 that GSK jointly owns with Verily Life Sciences. Dr. Slaoui has advised the U.S. President’s Council of Advisors on Science and Technology, was a member of the Board of the Agency for Science, Technology, & Research until January 2011, the PhRMA Foundation Board from 2008 to 2016, and the Advisory Committee to the Director of the National Institutes of Health from 2011 to 2016. Dr. Slaoui previously served on the board of directors of Intellia Therapeutics Inc. (Nasdaq: NTLA). Dr. Slaoui is also a former Professor of Immunology at the University of Mons, Belgium. Dr. Slaoui received a Ph.D. in Molecular Biology and Immunology from Université Libre de Bruxelles. We believe that Dr. Slaoui is qualified to serve on our board of directors because of his vast experience in the pharmaceutical industry and various leadership positions.

Composition of our boardBoard of directorsDirectors

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

Our nominatingNominating and corporate governance committeeCorporate Governance Committee (Nominating Committee) and our boardBoard of directorsDirectors consider a broad range of factors relatingwhen selecting nominees. We strive to the qualifications and background of nominees. Our nominating and corporate governance committee’s and our board of director’s priority in selecting board

members is identification of personsidentify candidates who will further the interests of our stockholders through their established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, knowledgeshareholders. Among other things, we expect that all of our directors will have the following experience and traits:

In addition, every nominee must have sufficient time and availability to devote to Moderna’s affairs, a reputation for high ethical and moral standards, an understanding of the competitive landscape, professionalfiduciary responsibilities assumed by public company directors, and personal experiences,the time and expertise relevantenergy necessary to diligently carry out those responsibilities, and role model our values and demonstrate a willingness to embrace the Moderna Mindsets, further described in “ESG Topics—Human Capital Management” on page 31.

The Nominating Committee reviews Board succession regularly, and in considering director candidates is focused on those individuals who can help guide Moderna as it executes on its strategy over the next several years.  This includes seeking out candidates with experience overseeing global pharmaceutical companies, individuals with significant governmental or public policy experience, and individuals who can help guide our growth strategy. as a digitally enabled and highly innovative company.  

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

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Our directors hold office until their successors have been elected and qualified or until thetheir earlier of theirdeath, resignation, or removal. Our amended and restated certificate of incorporation and amended and restated bylaws also provide that our directorsDirectors may be removed only for cause by the affirmative vote of the holders of at leasttwo-thirds of the votes that all our stockholdersshareholders would be entitled to cast in an annual election of directors, and that anydirectors. Any vacancy on our boardBoard of directors,Directors, including a vacancy resulting from an enlargement of our board of directors,the Board, may be filled only by vote of a majority of ourthe directors then in office.

Board Diversity

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

Our board

Board Diversity Matrix as of directorsMarch 7, 2024

Staggered Board

In consultation with our Nominating Committee, our Board of Directors has determined that all members of thea staggered board ofstructure, with directors except Mr. Bancel, our Chief Executive Officer, are independent directors, including for purposes of the rules of the Nasdaq Global Select Market and the SEC. In making such independence determination, our board of directors considered the relationships that eachnon-employee director has with us and all other facts and circumstances that our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by eachnon-employee director. In considering the independence of the directors listed above, our board of directors considered the association of our directors with the holders of more than 5% of our common stock. There are no family relationships among any of our directors or executive officers. Mr. Bancel is not an independent director under these rules because he is an executive officer of the Company.

Staggered board

In accordance with the terms of our amended and restated certificate of incorporation and amended and restated bylaws, our board of directors is divided into three classes with staggered classes of directors.terms, remains appropriate for us at this time. At each annual meeting of stockholders, ashareholders, one class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The terms

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

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Board Highlights for 2023

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

COVID-19

COVID-19 Vaccine Commercial Launch.  In 2023, the market for COVID-19 vaccines further evolved to reflect seasonal market dynamics, with sales shifting significantly to the second half of the directorsyear and significantly lower demand than in 2021 and 2022. Additionally, 2023 marked the shift to an endemic, commercial market in the U.S., with most sales for COVID-19 vaccines occurring in the private retail channel. The Board remained focused on strategic oversight of these evolving market dynamics and ensuring that Moderna was ready for a significant product launch of the updated version of its COVID-19 vaccine, Spikevax, in the third quarter of 2023, which targeted the XBB.1.5 variant of SARS-CoV-2. Launching in a commercial market significantly changed dynamics with respect to marketing, contracting, distribution and accounting, all of which called on the Board’s expertise. In the U.S. market, the Moderna team expanded its market share to 48% of the retail market for the 2023 fall vaccination season, up 11 percentage points from 37% in 2022 (Source: IQVIA).  The Company expects to leverage its experience in the commercial market for COVID-19 vaccines in the anticipated launch of its RSV vaccine in 2024.

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

Pipeline Development

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

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

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

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

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Corporate Developments

Governance Updates. In 2023, the Board and Nominating Committee continued to assess feedback from Moderna’s investors regarding its governance practices. As a result of this feedback, early in 2024, the Board approved updates to the Company’s bylaws to adopt majority voting for uncontested director elections and to implement a proxy access bylaw on market terms, which will expire upon the election and qualification of successor directors atallow shareholders with a significant, long-term ownership interest to nominate director candidates for inclusion on the annual meeting ballot. The Board also is requesting approval from shareholders to amend the Company’s Certificate of stockholdersIncorporation to be heldallow shareholders to call a special meeting (see “Proposal 4: Amend Our Certificate of Incorporation to Provide Shareholders the Right to Call a Special Meeting,” beginning on page 79). Additionally, during 2023, our Nominating Committee approved updates to our Corporate Governance Guidelines to require that directors obtain the years 2019 for Class I directors, 2020 for Class II directors and 2021 for Class III directors.approval of the Chair of the Committee before taking on any new board or director roles, as described below under “Director Independence.” Additionally, the Nominating Committee has implemented enhanced screening of potential conflicts as the scope of our business has expanded.

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

In making this determination, the Board considered the relationships that each non-employee director has with Moderna and other relevant facts and circumstances. There are no family relationships among any of our directors shall be fixed from time to time by a resolutionor executive officers.

Directors must notify the Chair of the majorityNominating Committee and our Chief Legal Officer prior to accepting any new director roles or in connection with any significant change in employment status so that the potential for conflicts or other factors that may compromise the director’s ability to perform his or her duties may be fully assessed. Pre-clearance from the Chair of our boardthe Nominating Committee, acting on the advice of directors.the Chief Legal Officer and in consultation with the full Nominating Committee, where appropriate, is required before a director may accept any such new roles. At least annually, the Board will evaluate all relationships between Moderna and each director in light of relevant facts and circumstances for the purpose of determining whether a material relationship exists that might signal a potential conflict of interest or otherwise interfere with such director’s ability to satisfy his or her responsibilities as an independent director.

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Board Leadership Structure

The division of our board of directors into three classes with staggered three-year terms may delay or prevent stockholder efforts to effect a change of our management or a change in control.

Board leadership structure and board’s role in risk oversight

Currently, the role of chairmanChairman of the board of directorsBoard is separated from the role of Chief Executive Officer. Our Chief Executive Officer is responsible for recommending strategic decisions and capital allocation to the board of directorsBoard and to ensurefor ensuring the execution of the recommended plans. The chairman of the board of directorsChairman is responsible for leading the boardBoard of directorsDirectors in its fundamental role of providing advice to and independent oversight of management. Our board of directors recognizes the time, effort, and energy that the Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our chairman, particularly as the board of directors’ oversight responsibilities continue to

grow. While our amended and restated bylaws and corporate governance guidelinesCorporate Governance Guidelines do not require that our chairmanChairman and Chief Executive Officer positions be separate, ourseparate.

Limits on Board Service

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

Consistent with this belief, the Board amended its Corporate Governance Guidelines in 2020 to adopt limits on the number of other boards on which directors may serve. Under the revised Guidelines, directors who also serve as executives of public companies should not serve on more than one board of a public company in addition to the Moderna Board, and other directors believes that having separate positions isshould not serve on more than three other boards of public companies in addition to the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, and management is responsible for theday-to-day management of risks we face, while our board of directors,Moderna Board, absent special circumstances, such as a wholeperiod of transition.

Application to Dr. Langer. Dr. Langer is in compliance with our policy related to board service limits, and through its committees,serves on the boards of two other public companies.  The Nominating Committee notes that while Dr. Langer previously served on four public company boards (in addition to ours) at the time our policy was adopted in 2020, in the last year he has responsibilitycome off two of those boards.

Application to Dr. Nabel. Dr. Nabel is also in compliance with our policy related to board service limits and has been throughout her term.  The Nominating Committee notes that for a temporary period, Dr. Nabel served as the oversightChief Medical Officer, part-time, for OPKO Health, while also serving on two public company boards (in addition to ours).  In August 2023, Dr. Nabel ceased acting as Chief Medical Officer for OPKO Health and now serves on an Advisory Board for that company.  

Directors must notify the Chair of risk management. In its risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designedNominating Committee and implemented by management are adequate and functioning as designed.

The role ofChief Legal Officer in connection with accepting a seat on the board of directors of another business and obtain approval before joining so we can fully assess the potential for conflicts or other factors that may compromise the director’s ability to carry out his or her duties. See “Director Independence” above.

Age and Term Limits

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

Governance Documents

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

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Board’s Role in Risk Oversight

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Shareholder Engagement

We actively engage with our shareholders throughout the year to solicit their views on our governance and compensation policies and practices, as disclosed inwell as current and emerging ESG trends. As our investor base has grown, we have expanded our investor outreach program and practices to seek the descriptionsviews of eacha broader range of investors, including those with a particular focus on socially responsible investing. Conversations throughout the committees belowyear led by our Investor Relations team are supplemented by outreach with members of our Corporate Governance team, senior leadership and in the charters of each of the committees. The full board of directors (or the appropriate board committee in the case of risksindependent directors.

Following our 2023 Annual Meeting, we initiated contact for governance engagements with our 25 largest investors that are underunaffiliated with our officers and directors, representing approximately 42% of our shares outstanding (as of September 2023), as well as several other investors who expressed an interest in meeting on governance topics. Including affiliated investors, this outreach included shareholders representing more than 55% of our shares outstanding. Governance outreach discussions focused on a number of topics that were voted on at the purview2023 Annual Meeting, as well as other topics outlined below, including actions to adopt majority voting, implement proxy access, provide shareholders the right to call a special meeting, implement officer exculpation, and our current board structure and executive compensation programs.

Key Items Discussed with Shareholders in 2023-2024

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

Board Composition and Governance.  Investor feedback informed our decision to adopt majority voting and to adopt a particular committee) discusses with managementproxy access bylaw—both of which were implemented in February 2024. Investor feedback also informed the proposal to amend our major risk exposures, their potential impact on us,Certificate of Incorporation to grant shareholders the right to call a special meeting, and the steps we takedecision to manage them. When a board committee is responsible for evaluating and overseeingset the managementthreshold at 20% of a particular risk or risks, the chairman of the relevant committee reportsoutstanding shares. This investor outreach also provided valuable feedback on the discussiondecision to pursue an amendment to our Certificate of Incorporation to allow for officer exculpation, consistent with recent changes to Delaware law. Investor feedback has also informed our ongoing director search efforts as we assess the full board of directors during the committee reports portion of the next board meeting. This enables the board of directors and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.

Committeesongoing evolution of our boardBoard of directorsDirectors.

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

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

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

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Board Committees

As described below, our Board of Directors has established an audit committee, a compensationfive committees: Audit, Compensation and talent committee, a nominatingTalent, Nominating and corporate governance committee,Corporate Governance, Product Development and a product development committee, eachScience and Technology. The Board of which operates pursuant to a charter adopted by our board of directors. The board of directorsDirectors may also establish other committees from time to timetime. All members of the five Board committees are independent directors.

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

	Audit Committee	The Audit Committee’s responsibilities include: •  appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm; •  pre-approving audit, audit-related and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm; •  reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements; •  reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures, as well as the critical accounting policies and practices we use; •  coordinating the oversight and reviewing the adequacy of our internal control over financial reporting; •  establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns; •  overseeing the Company’s internal audit function, including internal audit plans, budgeting and staffing and reviewing any findings resulting from audits; •  recommending, based upon review and discussions with management and our independent registered public accounting firm, whether our audited financial statements should be included in our Annual Report on Form 10-K; •  monitoring the integrity of our financial statements and compliance with legal and regulatory requirements as they relate to our financial statements and accounting; •  preparing the Audit Committee Report required by SEC rules to be included in our annual proxy statement; •  reviewing all related person transactions for potential conflicts of interest and approving all appropriate transactions;  •  reviewing quarterly earnings releases; •  discussing the guidelines and policies that govern the process by which the Company’s exposure to risk is assessed and managed by management; and •  exercising general oversight over the Company’s information security and technology risks, including the Company’s information security and related risk management programs.
Members: • Ms. Tallett (Chair) • Mr. Berenson • Mr. Sagan
Meetings in 2023: 7 Independence: Our Board of Directors has determined that each member of the Audit Committee meets the heightened independence requirements for audit committee members prescribed by the SEC and Nasdaq, and that each has sufficient knowledge in financial and auditing matters to serve on the Audit Committee. Financial experts: Our Board of Directors has determined that each of Ms. Tallett, Mr. Berenson and Mr. Sagan is an “audit committee financial expert,” as defined in the applicable SEC rules.

Representative, recent discussion topics

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	Compensation and Talent Committee	The Compensation and Talent Committee’s responsibilities include: •  reviewing and establishing our overall management compensation philosophy and policy; •  annually reviewing and recommending to the Board corporate goals and objectives relevant to our CEO’s compensation, evaluating the CEO’s performance, and making a recommendation to the Board for the CEO’s compensation; •  approving the cash and equity compensation of our other executive officers; •  overseeing the operation of all compensation plans, policies and programs in which executive officers participate, and other incentive, retirement, health and welfare and equity plans for our broader employee population; •  reviewing the Company’s talent initiatives and strategies to attract, develop and retain key employees, and reviewing succession planning for key executive roles; •  overseeing the Company’s human capital management strategies, policies, and practices, including those related to workforce belonging, inclusion and diversity, employee engagement and internal pay equity; •  appointing and overseeing compensation consultants and other advisors retained by the Committee; •  reviewing and recommending to the Board of Directors the compensation of our directors; and •  preparing the Compensation Committee Report required by SEC rules to be included in our annual proxy statement.
Members: • Mr. Nader (Chair) • Dr. Nabel • Ms. Tallett
Meetings in 2023: 4 Independence: Our Board of Directors has determined that each member of the Compensation and Talent Committee meets the heightened independence requirements for compensation committee members prescribed by Nasdaq.

Representative, recent discussion topics 

	Nominating and Corporate	The Nominating and Corporate Governance Committee’s responsibilities include: •  recommending to the Board persons to be nominated for election as directors, and to serve on Committees and as Committee Chairs from among the directors; •  reviewing the composition of the Board to ensure its members have the appropriate skills and expertise to oversee Moderna; •  reviewing and recommending corporate governance practices to the Board; •  overseeing the evaluation of our Board; and •  reviewing ESG matters pertaining to the Company, including ESG policies and initiatives, such as political engagement, actions to mitigate risks related to climate change, as well as philanthropic initiatives, such as the Moderna Charitable Foundation.
Governance Committee Members: • Dr. Afeyan (Chair) • Dr. Horning • Dr. Langer  • Mr. Sagan
Meetings in 2023: 4

Representative, recent discussion topics 

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	Product Development	The Product Development Committee’s responsibilities include: •  assessing our product development strategy; •  reviewing product development plans for our pipeline and related investments; •  evaluating management recommendations related to the further preclinical and clinical development of our programs, including the conduct of pivotal trials; •  reviewing R&D- and pipeline-related goals in performance-based compensation plans; •  providing guidance and assisting in assessments of scientific talent; and •  advising the Board on scientific and R&D aspects of licensing, strategic partnerships and acquisition or divestiture transactions.
Committee Members: • Dr. Horning(Chair) • Mr. Berenson • Dr. Nabel • Dr. Nader
Meetings in 2023: 7

Representative, recent discussion topics 

	Science and Technology	The Science and Technology Committee’s responsibilities include: •  reviewing, evaluating and advising the Board regarding platform development, including advances in mRNA science, delivery science and manufacturing process science and related investments; •  identifying significant emerging science and technology issues and trends relevant to our mRNA platform; •  reviewing, evaluating and advising the Board regarding potential new modalities and strategies to expand the utility of existing modalities; and •  reviewing and advising the Board regarding our intellectual property strategies.
Committee Members: • Dr. Nabel (Chair) • Dr. Horning • Dr. Langer • Dr. Nader
Meetings in 2023:  5

Representative, recent discussion topics 

Board and Committee Meetings

Each director is expected to assistmake reasonable efforts to attend all Board and applicable committee meetings. Attendance is taken into account by the CompanyNominating Committee and the board of directors. The compositionBoard when they assess directors for re-nomination to the Board. Each director is also expected to attend our annual shareholder meetings, and functioning of all of our committees are described below and comply with all applicable requirementsdirectors attended the 2023 Annual Meeting of the Sarbanes-Oxley Act of 2002, Nasdaq, and the SEC rules and regulations. Copies of the charters for the audit, compensation and talent, and nominating and corporate governance committees are available on the Investors section of our website, which is located at https://investors.modernatx.com, by clicking on the “Corporate Governance” section.Shareholders.

Audit committee

Mr. Berenson, Mr. Sagan, and Mr. Ruiz serve on the audit committee, which is chaired by Mr. Ruiz. Our board of directors has determined that each are “independent” for audit committee purposes as that term is defined by the rules of the SEC and Nasdaq, and that each has sufficient knowledge in financial and auditing matters to serve on the audit committee. Our board of directors has designated Mr. Ruiz as an “audit committee financial

expert,” as defined under the applicable rules of the SEC. During the year ended December 31, 2018, the audit committee met eight (8) times. The audit committee’s responsibilities include:

Compensation and talent committee

Mr. Berenson, Mr. Sagan, and Mr. Ruiz serve on the compensation and talent committee, which is chaired by Mr. Berenson. Our board of directors has determined that each member of the compensation and talent committee is “independent” as defined in the applicable Nasdaq rules. During the year ended December 31, 2018, the compensation and talent committee met eleven (11) times. The compensation and talent committee’s responsibilities include:

Nominating and corporate governance committee

Dr. Afeyan, Dr. Langer, and Dr. Nabel serve on the nominating and corporate governance committee, which is chaired by Dr. Afeyan. Our board of directors has determined that each member of the nominating and corporate governance committee is “independent” as defined in the applicable Nasdaq rules. During the year ended December 31, 2018, the nominating and corporate governance committee did not hold any meetings. The nominating and corporate governance committee’s responsibilities include:

Product development committee

Dr. Afeyan, Mr. Hutt, Dr. Nabel, and Dr. Slaoui serve on the product development committee, which is chaired by Dr. Slaoui. The product development committee’s responsibilities include:

Board and committee meetings attendance

The full boardBoard of directorsDirectors met eight (8)five times in formal meetings during 2018. During 2018, each member of the board of directors2023, in addition to holding frequent calls and informal sessions. Each director attended (virtually or in person or participated inperson) at least 75% or more of the aggregate of (i) the total number of meetings of the board of directorsBoard (held during the period for whichwhile such person has beenwas a director) and (ii) the total number of meetings held by all committees of the board of directorsBoard on which such person served (duringserved.

The non-management directors meet at regularly scheduled executive sessions without management participation. The Chair of the periods thatBoard is an independent director and presides at all Board meetings. 

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Board Self-Evaluation 

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

In 2023, the Board’s self-evaluation utilized an independent third party who conducted  a survey and individual interviews with each director regarding the Board’s operations before reporting back to full Board of Directors. As a result of the feedback from this evaluation, updates were made to the composition of the Board’s committees and leadership roles were rotated. Additional changes were implemented to promote the Board’s effectiveness and to increase internal communications, among other changes. In the past, these self-evaluations have similarly informed decisions regarding Board operations and Board composition, which have been acted upon by the Nominating Committee.

Compensation committee interlocksCommittee Interlocks and insider participationInsider Participation

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

Corporate governance

Director Onboarding 

We have adopted a written code ofModerna conducts an orientation program for each new director to familiarize that individual with our business conduct and ethics that applies to our board of directors,strategic plans, key policies and practices, principal officers and employees, including our principal executive officer, principal financial officer, principal accounting officer, or controller, or persons performing similar functions. A current copymanagement structure, auditing and compliance processes, and Code of our code of business conductBusiness Conduct and ethics is available inEthics.

How to Contact the Corporate Governance section of our Investors webpage, which is located at https://investors.modernatx.com.Board 

Reporting concerns regarding accounting and other matters and communicating withnon-management directors

Our code of business conduct and ethics, which was adopted by our board of directors, includes procedures on reporting concerns regarding accounting and other matters and on communicating with thenon-management directors that are members of our audit committee. Any person whether or not an employee,who wishes to contact the Board can do so:

Any person who has a concern about the Company’sModerna’s conduct, or any of its people, including with respect to accounting, internal accounting controls, or auditing matters, may, in a confidential or anonymous manner, communicate that concern to the Company’sour Compliance Officer, who is the designated contact for these purposes. Contact may be made:Officer:

Any person whether or not an employee, who has a concern about the Company’s conduct, or any of its people, including with respect to accounting, internal accounting controls, or auditing matters, who wishes to communicate directly with the audit committee,Audit Committee may contactdo so through the audit committee in a confidential or anonymous manner. Contact may be made:

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Shareholder Recommendations for Director Candidates

Online at https://www.whistleblowerservices.com/Moderna (which

The Nominating Committee welcomes recommendations from shareholders for director candidates. Shareholder-recommended candidates will be evaluated in the same manner as candidates that come to the committee’s attention from other sources.

To recommend a director candidate, a shareholder should send the following information to our Corporate Secretary as described on page 87 under “Information about the 2024 Annual Meeting of Shareholders—How can I contact the Corporate Secretary?”:

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

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Director Compensation

Annual Cash Retainers

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

Equity Grants

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

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

Other Compensation Details

EXECUTIVE COMPENSATION

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

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

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Non-Employee Director Stock Ownership Policy

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

Non-Employee Director Compensation Table

The following discussion contains forward-looking statements that are based on our current plans and expectationstable provides information regarding our future compensation programs. The actual amount and form ofthe total compensation that we pay and the compensation policies and practices that we adopt in the future may differ materially from the currently-planned programs that are summarized herein.

The compensation providedwas earned by or paid to each of our named executive officers fornon-employee directors during the year ended December 31, 2018 is detailed in the 2018 Summary Compensation Table and accompanying footnotes and narrative that follow.

Our named executive officers for the year ended December 31, 2018, which include2023. Mr. Bancel, our Chief Executive Officer, did not receive any additional compensation for his service as a director. Mr. Bancel’s compensation is discussed in the Compensation Discussion and Analysis and compensation tables, which begin on page 38. The amounts below for Option Awards and Stock Awards reflect the grant date fair value of these awards, which, together, are lower than the target value due to the fact that the number of RSUs and stock options granted was calculated based upon the 20-trading day trailing average closing price prior to grant, as described under “—Equity Grants,” above.

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Certain Relationships and Related Party Transactions

Other than the ordinary course compensation agreements described under the sections entitled “Director Compensation” and “Compensation Discussion and Analysis” and the transactions described below, since January 1, 2023, there has not been and there is not currently proposed, any transaction or series of similar transactions to which we were, or will be, a party in which the amount involved exceeded, or will exceed, $120,000 and in which any director, executive officer, holder of five percent or more of any class of Moderna’s capital stock, or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest.

Agreements With Our Shareholders

Investor Rights Agreement

Prior to our IPO, we entered into a second amended and restated Investor Rights Agreement with certain of our shareholders. The Investor Rights Agreement provided the holders of approximately 44 million shares of our common stock rights with respect to the registration of those shares under the Securities Act of 1933, as amended (the Securities Act), including demand registration rights, short-form registration rights, and piggyback registration rights. Each of these rights granted under the Investor Rights Agreement terminated in December 2023.

Indemnification Agreements

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

Policies for Approval of Related Party Transactions

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

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ESG Topics

At Moderna, our Environmental, Social and Governance (ESG) strategy and corporate social responsibility program are built on a foundation of integrity, quality and respect. These values provide a foundation for us to build and support long-term programs that demonstrate our commitment to patients, employees, the environment and our two most highly-compensated executive officers other thanlocal communities. Our Nominating and Corporate Governance Committee oversees ESG matters and practices. The committee reports to the full Board on ESG matters and our progress on sustainability initiatives. Our Chief Legal Officer, reporting to our CEO, leads our ESG strategy, with Executive Officer, are:Committee members overseeing additional elements of particular ESG initiatives. Included below is a description of several topics that we view as key to promoting our long-term value and impact. In June 2023, we published our second ESG Report, which provides further detail on these initiatives. Our ESG Report can be found on our website at http://www.modernatx.com under the “Responsibility—Corporate policies” section. Additionally, we hosted our second ESG Day in December 2023, where we discussed with investors our corporate mission and key focus areas for our corporate responsibility strategy. During 2023, we also initiated a double-materiality analysis to inform anticipated disclosure requirements and to validate our understanding of where we can create positive long-term value for our stakeholders.