DEF 14A 1 lmrna2022_def14a.htm MODERNA, INC. - DEF 14A Moderna, Inc. - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

Exchange Act of 1934 (Amendment No. )

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Moderna, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):
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Table of contents

6	Proposal No. 1 Election of Directors

12	Governance

21	Director Compensation

23	Certain Relationships and Related Party Transactions

25	ESG Topics

29	Management

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

32	Executive Compensation

60	Compensation Committee Report

61	Security Ownership of Certain Beneficial Owners and Management

63	Proposal No. 3 Ratification of Appointment of Independent Registered Public Accounting Firm

64	Audit Committee Report

65	Shareholder Proposal – Report on Feasibility of Transferring Intellectual Property

68	Information about the 2022 Annual Meeting of Stockholders

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Notice of Annual Meeting of Stockholders

THURSDAY, APRIL 28, 2022
8:00 a.m., Eastern Time
www.virtualshareholdermeeting.com/MRNA2022
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 2022 Annual Meeting of Stockholders” on page 68.

To the Stockholders of Moderna, Inc.:

You are cordially invited to the Annual Meeting of Stockholders of Moderna, Inc., which will be held on Thursday, April 28, 2022, beginning at 8:00 a.m., Eastern Time (the Annual Meeting), for the following purposes:

To elect three Class I directors, each to serve for a three-year term expiring at the 2025 annual meeting of stockholders;

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

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022;

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

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

The Annual Meeting will be conducted virtually due to the COVID-19 pandemic and related public health concerns. You will be able to participate in the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/MRNA2022. You also will be able to vote your shares electronically during the Annual Meeting. For more information about our virtual Annual Meeting, please see “Information About the 2022 Annual Meeting of Stockholders” on page 68.

Our Board of Directors has fixed the close of business on March 1, 2022, as the Record Date for determining the stockholders that are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.

This proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2021, are first being mailed on or about March 10, 2022, to all stockholders entitled to vote at the Annual Meeting. These materials also are available at www.proxyvote.com, using the control number provided with your materials.

By order of the Board of Directors,

Stéphane Bancel

Chief Executive Officer and Director

Cambridge, Massachusetts

March 9, 2022

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Proxy Summary

This summary highlights certain information from this Proxy Statement, but does not contain all the information that you should consider. Please read the entire Proxy Statement before voting your shares. For more complete information regarding Moderna’s 2021 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2021.

When

Where

Record date

Thursday, April 28, 2022,

at 8:00 a.m., Eastern time.

The meeting will be held virtually at

www.virtualshareholdermeeting.com/MRNA2022

March 1, 2022

Meeting Agenda

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

Proposal	Board voting recommendation	Where to find more information
Elect three Class I directors, each for a three-year term	FOR all nominees	Page 6
Approve, on a non-binding, advisory basis, the compensation of our named executive officers	FOR	Page 31
Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022	FOR	Page 63
Shareholder Proposal - Report on Feasibility of Transferring Intellectual Property	AGAINST	Page 65

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Director Nominees

Name	Age	Independent	Principal occupation	Committees*				Other public boards	Director since
Class I directors nominated for re-election for a three-year term				Audit	Comp	Nom Gov	Prod
Noubar Afeyan, Ph.D. Chairman	59		Co-founder and Chairman, Moderna; CEO, Flagship Pioneering					2	2010 Chairman since 2012
Stéphane Bancel	49		Chief Executive Officer, Moderna					0	2011
François Nader, M.D.	65		Former President, CEO and Executive Director, NPS Pharmaceuticals					1	2019
Continuing directors
Stephen Berenson	61		Managing Partner, Flagship Pioneering					1	2017
Sandra Horning, M.D.	73		Co-founder and Advisor, EQRx					3	2020
Robert Langer, Sc.D.	73		Academic Co-Founder, Moderna; David H. Koch Institute Professor, MIT					4	2010
Elizabeth Nabel, M.D.	70		EVP for Strategy, ModeX Therapeutics and Former President, Brigham Health					3	2015
Paul Sagan	63		Senior Advisor and Executive- in-Residence, General Catalyst					2	2018
Elizabeth Tallett	72		Former Principal, Hunter Partners					2	2020

Chairman

Member

Comp = Compensation and Talent;
Nom Gov = Nominating and Corporate Governance;
Prod = Product Development

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2021 Performance

807 million	+70 countries	$17.7 billion
doses of the Moderna COVID-19 vaccine (mRNA-1273) delivered in 2021, with approximately 25% of those doses being delivered to low- and middle-income countries, through direct sales or facilitated donations from other countries.	where the Moderna COVID-19 vaccine has been approved or authorized under emergency use or other conditional approvals for use to combat the COVID-19 pandemic.	in sales revenue from purchase agreements for the sale of our COVID-19 vaccine in 2021.
44 development programs	$17.6 billion	+2,700 employees
reflecting continued progress across the pipeline as of March 9, 2022, with 25 having entered the clinic, laying the groundwork for continued development of mRNA-based medicines beyond our COVID-19 vaccine.	in cash, cash equivalents and investments as of December 31, 2021, up from $5.2 billion as of December 31, 2020.	as of December 31, 2021, more than doubling our workforce in the year to facilitate the development and roll-out of our COVID-19 vaccine, with Moderna employees in 12 countries globally as of year’s end.

Our Mission

To deliver on the promise of mRNA science to create a new generation of transformative medicines for patients.

About Moderna

Since our founding in 2010, we have transformed from a research-stage company advancing programs in the field of mRNA to a commercial enterprise with a diverse clinical portfolio of vaccines and therapeutics across seven modalities, a broad intellectual property portfolio in areas including mRNA and lipid nanoparticle (LNP) formulation, and an integrated manufacturing plant that allows for rapid clinical and commercial production at scale. Moderna has established relationships with a broad range of domestic and overseas government and commercial collaborators, which has allowed for the pursuit of both groundbreaking science and rapid scaling of our manufacturing capabilities. Most recently, Moderna’s capabilities have come together to allow the authorization and approval of one of the earliest and most-effective vaccines against the COVID-19 pandemic.

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Board Highlights

COVID Strategy	Board and Committee oversight of COVID initiatives, including ongoing clinical trials, booster strategy and approach to developing variant-specific vaccines (e.g., for Delta and Omicron), and ongoing regulatory approach for these initiatives.
Vaccine Production	Significant engagement by the Board in overseeing expansion of production for Moderna’s COVID-19 vaccine, including oversight of additional investments to enable the delivery of 807 million doses in 2021, and expanding 2022 supply by up to 1 billion additional doses to meet the needs of low- and middle-income countries.
Access Initiatives	Board oversight of access initiatives, including entry into agreements with COVAX and the African Union, Moderna’s patent pledge, and the facilitation of dose donations from countries with excess supply. These initiatives resulted in more than 200 million doses being delivered to low- and middle-income countries in 2021, and we expect to be capable of delivering no less than 650 million doses to COVAX through direct sales across 2021 and 2022.
ESG Initiatives	Announced commitment to achieve net-zero carbon emissions by 2030, established the Moderna Charitable Foundation with initial $50 million endowment, and committed to prohibit spending of corporate funds on direct contributions to political candidates or campaigns.
Clinical Trial Oversight	Enhanced governance and oversight by the Product Development Committee. Launched pivotal studies for CMV and RSV, setting diversity enrollment targets in CMV trials within the U.S.

Compensation Highlights

Introduction of PSUs	In 2021, implemented performance-based restricted stock units (PSUs) for CEO and Executive Committee as part of the overall equity compensation mix, with goals focused on 3-year achievement of product development pipeline goals.
Evolving Pay Practices	Introduced financial metrics into 2021 scorecard that informs the bonus pool, reflecting evolution into a commercial company.
ESG Metrics	Incorporated ESG metrics focused on human capital in bonus program for 2021. Adding a vaccine access metric focused on low- and middle-income countries for 2022 to incentivize meeting demand from these countries.
Peer Group	Updated to reflect evolution of the Company, including competitive talent pool and status of Moderna as a commercial company.

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Proposal No. 1 Election of Directors

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

Nominees

Our Nominating and Corporate Governance Committee has recommended, and our Board of Directors has approved, Noubar Afeyan, Ph.D., Stéphane Bancel and François Nader, M.D. as nominees for election as Class I directors at the Annual Meeting.

Dr. Afeyan has served on Moderna’s Board since 2010, Mr. Bancel has served on the Board since 2011, and Dr. Nader has served on the Board since 2019.

If you are a stockholder of record and you sign your proxy card or vote over the Internet or by telephone but do not give instructions with respect to the voting of directors, your shares will be voted FOR the election of Dr. Afeyan, Mr. Bancel and Dr. Nader. We expect that the nominees will serve if elected. However, if a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, proxies will be voted for any nominee who is designated by our Board of Directors to fill the resulting vacancy. If you own your Moderna stock through a broker, bank, or other nominee and you do not give voting instructions, then your shares will not be voted on this matter. For more information, please see “Information About the 2022 Annual Meeting of Stockholders—What if I do not specify how my shares are to be voted?” on page 70.

Vote Required

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

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

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Information About Moderna’s Directors

Nominees

Age: 59 Director since: 2010 Chairman since: 2012 Independent Committees: • Nominating and Corporate Governance (chair) • Product Development 2021 Attendance: 100%	Noubar Afeyan, Ph.D.
	Qualifications
	Dr. Afeyan is qualified to serve on our Board of Directors because of his significant experience co-founding, leading, and investing in numerous biotechnology companies, and his long history with Moderna.
	Other Public Boards	Education
	• Rubius Therapeutics, Inc. (since 2013) • Omega Therapeutics, Inc. (since 2016) • Seres Therapeutics, Inc. (2012-2020) • Evelo Biosciences, Inc. (2014-2019) • Kaleido Biosciences, Inc. (2015-2019)	• B.S. in chemical engineering from McGill University • Ph.D. in biochemical engineering from the Massachusetts Institute of Technology
	Dr. Afeyan founded Flagship Pioneering and serves as its Senior Managing Partner and Chief Executive Officer. He currently serves on the boards of numerous privately held companies. Dr. Afeyan was previously 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.

Age: 49 Director since: 2011 Committees: None 2021 Attendance: 100%	Stéphane Bancel
	Qualifications
	Mr. Bancel is qualified to serve on our Board of Directors because of his extensive leadership experience in the healthcare industry, experience as a director of public and private companies, and in-depth knowledge of Moderna’s operations from his decade as CEO.
	Other Public Boards	Education
	• Qiagen N.V. (2013-2021) • Syros Pharmaceuticals, Inc. (2013-2017)	• Master of Engineering degree from École Centrale Paris • Master of Science in chemical engineering from the University of Minnesota • M.B.A. from Harvard Business School
	Mr. Bancel has served as our Chief Executive Officer since October 2011. Before joining Moderna, Mr. Bancel served for five years as Chief Executive Officer of the French diagnostics company bioMérieux SA. From July 2000 to March 2006, he served in various roles at Eli Lilly and Company, including as Managing Director, Belgium, and as Executive Director, Global Manufacturing Strategy and Supply Chain. Prior to Eli Lilly, Mr. Bancel served as Asia-Pacific Sales and Marketing Director for bioMérieux. He is currently a Venture Partner at Flagship Pioneering.

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Age: 65 Director since: 2019 Independent Committees: • Compensation and Talent • Product Development 2021 Attendance: 100%	François Nader, M.D.
	Qualifications
	Dr. Nader is qualified to serve on our Board of Directors because of his extensive experience in integrated healthcare markets, medical and regulatory affairs and governance expertise from his service on numerous boards of directors.
	Other Public Boards	Education
	• Talaris Therapeutics, Inc. (since 2021), Chair • Acceleron Pharma Inc. (2014-2021), Chair 2015-2021 • Alexion Pharmaceuticals, Inc. (2017-2021) • Prevail Therapeutics Inc. (2018-2021) • Clementia Pharmaceuticals Inc. (2014-2019) • Advanced Accelerator Applications S.A. (2016-2018) • Baxalta Inc. (2015-2016) • Trevena Inc. (2014-2015) • NPS Pharmaceuticals (2008-2015)	• French doctorate in medicine from St. Joseph University in Lebanon • Physician Executive M.B.A. from the University of Tennessee
	Dr. Nader served as President, Chief Executive Officer and Executive Director of NPS Pharmaceuticals from 2008 until 2015, when the company was acquired. During his tenure as CEO, Dr. Nader transformed NPS Pharma into a leading global biotechnology company focused on delivering innovative therapies to patients with rare diseases. Prior to NPS, Dr. Nader was a venture partner at Care Capital. He previously served on Aventis Pharma’s North America Leadership Team, holding a number of executive positions in integrated healthcare markets and medical and regulatory affairs. Dr. Nader previously led global commercial operations at the Pasteur Vaccines division of Rhone-Poulenc. He is chairman of the board at Talaris Therapeutics, Inc. and senior advisor for Blackstone Lifesciences. Dr. Nader is the former Chairman of BioNJ, New Jersey’s biotechnology trade organization, and previously served on the board of the Biotechnology Industry Organization.

Continuing Directors

Age: 61 Director since: 2017 Term expires: 2023 Independent Committees: • Compensation and Talent (chair) • Audit 2021 Attendance: 100%	Stephen Berenson
	Qualifications
	Mr. Berenson is qualified to serve on our Board of Directors because of his financial experience and deep understanding of capital raising, mergers & acquisitions, public company board governance, shareholder engagement, regulation and risk management, obtained through a long career in investment banking and through his work at Flagship Pioneering guiding the growth and development of biotech companies.
	Other Public Boards	Education
	• Seres Therapeutics, Inc. (since 2019), Chair since 2019	• S.B. in mathematics from the Massachusetts Institute of Technology
	Mr. Berenson is a Managing Partner at Flagship Pioneering. 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 was co-founder of J.P. Morgan’s Global Strategic Advisory Council and co-founder of the firm’s Board Initiative. He serves on the Board of Directors of Repertoire Immune Medicines, Inc. and as Chair of the Board of Directors of Cellarity, both of which are privately held.

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Age: 73 Director since: 2020 Term expires: 2023 Independent Committees: • Product Development (chair) 2021 Attendance: 100%	Sandra Horning, M.D.
	Qualifications
	Dr. Horning is qualified to serve on our Board of Directors because of her medical knowledge, significant experience in the field of oncology and her product development leadership experience across multiple therapeutic areas.
	Other Public Boards	Education
	• Gilead Sciences, Inc. (since 2020) • Olema Pharmaceuticals, Inc. (since 2020) • EQRX, Inc. (since 2021)	• M.D. from the University of Iowa School of Medicine • Completed internal medicine training at the University of Rochester • Post-graduate fellowship in Oncology and Cancer Biology at Stanford University
	Dr. Horning was the Chief Medical Officer and Global Head of Product Development of Roche, Inc., from 2014 until her retirement in 2019, and, previous to that, served as Global Head of Oncology Clinical Science at Roche from 2009 to 2013. Prior to Roche, Dr. Horning spent 25 years as a practicing oncologist, investigator and tenured Professor of Medicine at Stanford University School of Medicine, where she remains a Professor of Medicine Emerita. From 2005 to 2006, she served as President of the American Society of Clinical Oncology. From 2015 to 2018, Dr. Horning served on the Foundation Medicine Board of Directors.

Age: 73 Director since: 2010 Term expires: 2024 Independent Committees: Nominating and Corporate Governance 2021 attendance: 92%	Robert Langer, Sc.D.
	Qualifications
	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 service on other public company boards of directors.
	Other Public Boards	Education
	• Frequency Therapeutics (since 2016) • Seer, Inc. (since 2020) • Puretech Health plc (since 2015) • Abpro Korea (since 2020) • Rubius Therapeutics, Inc. (2015-2019) • Kala Pharmaceuticals, Inc. (2009-2018)	• B.S. in chemical engineering from Cornell University • Sc.D. in chemical engineering from the Massachusetts Institute of Technology
	Dr. Langer has been an Institute Professor at the Massachusetts Institute of Technology since 2005, and prior to that was a Professor at MIT since 1977. Dr. Langer served as a member of the Science Board to the U.S. Food and Drug Administration from 1995 to 2002, including as chairman for three years.

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Age: 70 Director since: 2015 Term expires: 2024 Independent Committees: • Nominating and Corporate Governance • Product Development 2021 attendance: 100%	Elizabeth Nabel, M.D.
	Qualifications
	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 hospital administration, research universities and governmental organizations.
	Other Public Boards	Education
	• Medtronic plc (since 2014) • Lyell Immunopharma, Inc. (since 2021) • Accolade, Inc. (since 2021)	• B.A. from St. Olaf College • M.D. from Cornell University Medical College • Postgraduate training in internal medicine and cardiovascular diseases at Brigham and Women’s Hospital and Harvard University
	Dr. Nabel was a member of our Board of Directors from December 2015 to July 2020, and was reappointed to the Board in March 2021. Since March 2021, Dr. Nabel has served as Executive Vice President for Strategy at ModeX Therapeutics, a new biotechnology company focused on immunotherapies for cancer and viral diseases. Through February 2021, Dr. Nabel served as the President of Harvard University-affiliated Brigham Health, which includes Brigham and Women’s Hospital, Brigham and Women’s Faulkner Hospital, and the Brigham and Women’s Physician Organization, a position she held from 2010. Dr. Nabel was also a Professor of Medicine at Harvard Medical School from 2010 to 2021. Prior to joining Brigham Health, Dr. Nabel held a variety of roles, including Director, at the National Heart, Lung and Blood Institute at the National Institutes of Health, a federal agency funding research, training and education programs to promote the prevention and treatment of heart, lung and blood diseases, from 1999 to 2009. She is an elected member of the National Academy of Medicine of the National Academy of Sciences.

Age: 63 Director since: 2018 Term expires: 2023 Independent Committees: • Audit • Compensation and Talent • Nominating and Corporate Governance 2021 Attendance: 100%	Paul Sagan
	Qualifications
	Mr. Sagan is qualified to serve on our Board of Directors because of his extensive expertise and leadership experience in the technology and venture capital fields and as a public company executive and director.
	Other Public Boards	Education
	• VMware, Inc. (since 2014) • Catalyst Partners Acquisition Corp. (since 2021) • Akamai Technologies, Inc. (2005-2019) • EMC Corp. (2007-2016) • iRobot, Inc. (2010-2015) • Dow Jones & Co. (2007) • Digitas, Inc. (2006-2007)	• B.S. from the Medill School of Journalism at Northwestern University
	Mr. Sagan is a senior advisor and Executive in Residence at General Catalyst, a venture capital firm, since August 2020 and previously from January 2014 until January 2018, and he served the firm as a Managing Director from January 2018 until August 2020. From April 2005 to January 2013, Mr. Sagan served as Chief Executive Officer at Akamai Technologies, Inc. and was President from May 1999 to September 2010 and from October 2011 to January 2013.

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Age: 72 Director since: 2020 Term expires: 2024 Independent Committees: • Audit (chair) • Compensation and Talent 2021 Attendance: 95%	Elizabeth Tallett
	Qualifications
	Ms. Tallett is qualified to serve on our Board of Directors because of her extensive professional experience with growing healthcare companies, which has given her an in-depth understanding of the opportunities and challenges facing commercial-stage pharmaceutical companies. Ms. Tallett also has extensive experience as a public company director.
	Other Public Boards	Education
	• Anthem Inc. (since 2013), Chair since 2018 • Qiagen, Inc. (since 2011) • Principal Financial Group (2001-2021), Lead Director for 12 years • Meredith Corp., Inc. (2008-2021), Lead Independent Director for 2 years • Coventry Health Care, Inc. (2004-2013), Lead Director for 10 years • Varian, Inc. (1996-2010) • IntegraMed America Inc. (1998-2008)	• Nottingham University with a dual first class honours degree in mathematics and economics
	Ms. Tallett has spent more than 35 years in strategic leadership and operational roles in worldwide biopharmaceutical and consumer products industries, including as principal of Hunter Partners, President and CEO of Transcell Technologies Inc., President of Centocor Pharmaceuticals, and member of the Parke-Davis Executive Committee. Ms. Tallett was a founding member of the Biotechnology Council of New Jersey and chairs the board of trustees at Solebury School in Pennsylvania. She was named a Financial Times Outstanding Director of the year in 2015 and recognized as one of the National Association of Corporate Directors (NACD) Directorship 100 honorees in 2019.

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Governance

Composition of our Board of Directors

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

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

•

substantial experience at a strategic or policymaking level in a business, government, non-profit, or academic organization of high standing, able to contribute to Moderna’s strategic growth and able to offer advice and guidance to Moderna’s senior management based on that experience;

•

highly accomplished in his or her respective field;

•

the ability to contribute positively to the Board’s collaborative culture;

•

knowledge of our business;

•

understanding of the competitive landscape facing our business; and

•

expertise relevant to our growth and business strategy.

In addition, every nominee must have sufficient time and availability to devote to Moderna’s affairs, a reputation for high ethical and moral standards, an understanding of the fiduciary responsibilities assumed by public company directors, and the time and energy necessary to diligently carry out those responsibilities, and role model our values and demonstrate a willingness to embrace the Moderna Mindsets, further described in “Human Capital Management” on page 27.

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

Skill/Experience	Afeyan	Bancel	Berenson	Horning	Langer	Nabel	Nader	Sagan	Tallett
CEO Experience
Digital/Information Security
Drug Development
Drug Commercialization
Finance/Accounting
Government/Regulatory
Healthcare Industry
Human Capital Management
International Experience
Investor Experience
Manufacturing/Supply Chain
Science/ Technology / R&D

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

Board Diversity

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

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Governance Committee will continue to seek out candidates who can contribute to the diversity of views and perspectives of the Board in accordance with the committee’s Policies and Procedures for Director Candidates. This includes seeking out individuals of diverse ethnicities, a balance in terms of gender, and individuals with diverse perspectives informed by other personal and professional experiences.

Board Diversity Matrix as of March 9, 2022

Part I: Gender Identity

Female

Male

Non-Binary

Decline to Disclose

Directors (9 total)

Part II: Demographic Background	Female	Male	Non-Binary	Decline to Disclose
African American or Black	-	-	-	-
Alaskan Native or Native American	-	-	-	-
Asian	-	1	-	-
Hispanic or Latinx	-	-	-	-
Native Hawaiian or Pacific Islander	-	-	-	-
White	3	5	-	-
Two or More Races or Ethnicities	-	2	-	-
LGBTQ+			-
Did Not Disclose Demographic Background			1
Directors who identify as Middle Eastern	-	1	-	-

Staggered Board

SEC Form DEF 14A filed by Moderna Inc.