Moderna : 2024 Proxy Statement

Table of contents

• Proxy Summary

• Proposal No. 1: Election of Directors

14	Governance
26	Director Compensation
28	Certain Relationships and Related Party Transactions
29	ESG Topics
33	Management
35	Proposal No. 2: Nonટbinding Advisory Vote to
	Approve the Compensation of our Named Executive

Officers

36

38

73

74

Letter from the Compensation and Talent Committee

Executive Compensation

Compensation and Talent Committee Report

Security Ownership of Certain Beneficial Owners and Management

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

78

79

81

83

88

89

Audit Committee Report

Proposal No. 4: Amend Our Certificate of Incorporation to Provide Shareholders the Right to Call a Special Meeting

Proposal No. 5: Amend Our Certificate of Incorporation to Reflect New Delaware Law Provisions Allowing for Officer Exculpation

Information about the 2024 Annual Meeting of Shareholders

Appendix A

Appendix B

Notice of Annual Meeting of Shareholders

MONDAY, MAY 6, 2024

8:00 a.m., Eastern Time

www.virtualshareholdermeeting.com/MRNA2024

To the Shareholders of Moderna, Inc.:

You are cordially invited to the Annual Meeting of Shareholders of Moderna, Inc., which will be held on Monday, May 6, 2024, beginning at 8:00 a.m., Eastern Time (the Annual Meeting), for the following purposes:

1. To elect three Class III directors, each to serve for a threeટyear term expiring at the 2027 annual meeting of shareholders;

HOW TO VOTE

Review your proxy statement and vote in one of three ways:

Internet

www.proxyvote.com

Telephone

1ટ800ટ690ટ6903

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.

1. To approve, on a nonટbinding, advisory basis, the compensation of our named executive officers;
2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024;
3. To approve a management proposal to amend our Certificate of Incorporation to provide shareholders the right to call a special meeting;
4. To approve a management proposal to amend our Certificate of Incorporation to reflect new Delaware law provisions allowing for officer exculpation; and
5. 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. You will be able to participate in the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/ MRNA2024. 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 2024 Annual Meeting of Shareholders" beginning on page 83.

Our Board of Directors has fixed the close of business on March 7, 2024, as the Record Date for determining the shareholders 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 10ટK for the year ended December 31, 2023, are first being mailed on or about March 21, 2024, to all shareholders 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 21, 2024

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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 2023 performance, please review our Annual Report on Form 10ટK for the year ended December 31, 2023, including the sections captioned "Special Note Regarding ForwardટLooking Statements" and "Risk Factors", for a description of the substantial risks and uncertainties related to the forwardટlooking statements included herein. Expected product launches are subject to, among other risks, assumptions and uncertainties, clinical trial, regulatory and commercial success, and availability of supply.

When	Where	Record date
Monday, May 6,	The meeting will be held virtually at	March 7, 2024
2024, at 8:00 a.m.,	www.virtualshareholdermeeting.com/MRNA2024
Eastern time.

Meeting Agenda

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

Proposal

Proposal 1: Elect three Class III directors, each for a threeટyear term

Proposal 2: Approve, on a nonટbinding, advisory basis the compensation of our named executive officers

Proposal 3: Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024

Proposal 4: Amend our Certificate of Incorporation to provide shareholders the right to call a special meeting

Proposal 5: Amend our Certificate of Incorporation to reflect new Delaware law provisions allowing for officer exculpation

Board voting	Where to find
recommendation	more information
FOR all nominees	Page 8
FOR	Page 35
FOR	Page 76
FOR	Page 79
FOR	Page 81

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Proxy Summary

Our Mission

To deliver the greatest possible impact to people through mRNA medicines

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 COVIDટ19 vaccines.

Moderna's mRNA platform has enabled the development of therapeutics and vaccines for infectious diseases, immunoટoncology, 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

$6.7billion

in net product sales from COVIDટ19 vaccines in 2023.

$13.3billion

48% U.S. market share

for COVIDટ19 vaccine sales to the retail market in the 2023 fall season, up from 37% in 2022 (Source: IQVIA).

45 programs

• lateટstage programs

including Phase 3 programs for

nextટgeneration COVID, RSV, seasonal flu, seasonal flu + COVID, CMV, and INT (melanoma and nonટsmall cell lung cancer) and lateટstage programs for PA and MMA.

19 markets

in cash, cash equivalents and investments as of December 31, 2023, available to fund future pipeline growth plans.

in development, reflecting continued investment in the pipeline, laying the groundwork for future growth and profitability.

with Moderna employees around the globe as of December 31, 2023, with a presence in key markets for our products.

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 LateટStage Pipeline: We are focused on advancing our lateટstage 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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Proxy Summary

Proposal 1: Director Nominees

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

						Other
						public	Director
Name	Age	Independent Principal occupation	Committees*	boards	since
			Audit Comp	Nom	Prod	Sci
Class III directors nominated for reટelection for a threeટyear term	Gov	Dev	Tech
		David H. Koch Institute
Robert Langer, Sc.D.	75	Professor, MIT; Academic				2	2010
		CoટFounder, Moderna
Elizabeth Nabel,	72	Former President, Brigham				3	2015**
M.D.	Health
Elizabeth Tallett	74	Former Principal, Hunter				2	2020
Partners

Continuing directors

Noubar Afeyan,

CEO, Flagship Pioneering;

2010

61Coટfounder and

Ph.D. Chairman

Chairman, Moderna

Stéphane Bancel	51	Chief Executive Officer,
Moderna
Stephen Berenson	63	Managing Partner, Flagship
Pioneering
		Former Chief Medical
Sandra Horning,	75	Officer and Global Head
M.D.	of Product Development,
		Roche
		Former President, CEO and
François Nader, M.D.	67	Executive Director, NPS
		Pharmaceuticals
Paul Sagan	65	Catalyst Advisor, General
Catalyst
Chairman	Member	* Comp = Compensation and Talent
		Nom Gov = Nominating and Corporate Governance
		Prod Dev = Product Development
		Sci Tech = Science and Technology

0 Chairman since 2012

0 2011

1 2017

3 2020

1 2019

0 2018

• Dr. Nabel was a member of our Board from December 2015 to July 2020, and rejoined the Board in March 2021, following her retirement from Brigham Health.

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

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Proxy Summary

2024 Board Highlights

9	8	3			6
directors	are	are		have advanced
		independent	women		degrees in
					a science field
Age		Tenure
		1		2
		Average	3	Average
4
age		tenure
		67		8 years
		4		4
50-59		60-69	3-5 years			10 or more years
70 or older		6-10 years

5	5	96%
Standing	meetings	board
Committees*	in 2023	attendance

• Audit Committee, Nominating and Corporate Governance Committee, Compensation and Talent Committee, Product Development Committee, and Science and Technology Committee.

Skills and Experience

Our directors represent a diverse range of skills and experience

CEO Experience 6

Digital/Information Security 5

Drug Development 6

Drug Commercialization 4

Finance/Accounting 7

Government/Regulatory 6

Healthcare Industry 7

Human Capital Management 8

International Experience 7

Investor Experience 7

Manufacturing/Supply Chain 4

Science/Technology/R&D 6

Board Highlights

In 2023, our Board of Directors contributed to Moderna's strategic advancement through its oversight of management's execution of our business plans and strategy. Advice and guidance from the full Board, and relevant Committees where applicable, was instrumental in the following key accomplishments, among others, in 2023.

Commercial Execution

2023 marked our first year of endemic commercial sales for our COVIDટ19 vaccine in the U.S., and we achieved retail market share of 48%, up significantly from 37% U.S. retail market share in 2022 (Source: IQVIA). Preparing for this launch entailed significant strategic investments and commercial execution decisions, which were guided by input from our Board. The Board has similarly also been heavily engaged in preparations for the anticipated launch of RSV in 2024, our second commercial product.

Pipeline Advancement

Capital

Allocation

The Board and Product Development Committee oversaw investments to advance our pipeline, such that by yearટend 2023, nine of our 45 programs were lateટstage, including seven programs in Phase 3 and two rare disease programs. This significant advancement of our programs lays the foundation for future growth.

The Board continued to oversee significant capital allocation decisions in 2023. This included investments in research & development to advance our pipeline, both internally and through external collaborations. It also included investments in our internal manufacturing capabilities in Norwood and Marlborough, the UK, Australia, and Canada, and the decision to rightટsize our manufacturing footprint and to restructure our relationships with contract manufacturers as we seek to return our COVID franchise to profitability in 2024.

Board

Succession

Governance Enhancements

Human Capital and ESG Efforts

The Board and Nominating and Corporate Governance Committee are continuing to advance our Board succession planning and recruitment of new directors who will bring additional expertise reflective of Moderna's future strategic plan and increased scale.

In response to investor feedback, our Board approved several enhancements to our governance practices, including (i) the adoption of majority voting for uncontested director elections, (ii) the implementation of a proxy access bylaw, and (iii) requesting that shareholders approve the implementation of a right for shareholders to call a special meeting (see Proposal No. 4). We have also enhanced our processes for assessment and mitigation of potential conflicts of interest as we expand into new areas.

The Board and its committees oversaw human capital and environmental, social and governance (ESG) initiatives. This included efforts to refine our talent strategy as we shift into an endemic market, focused on retention of key talent, development and performance management. ESG efforts included launching a doubleટmateriality assessment and climate risk analysis, as well as continuing to enhance transparency through our second ESG Report and ESG Day, and by publishing Scope 1, 2 and 3 data on greenhouse gas emissions, as well as waste and water statistics.

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Proxy Summary

Proposal 2: Advisory Vote on Compensation of our Executive Officers

Shareholders will be asked to approve, on a nonટbinding, 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:

Enhance alignment with shareholders through our payટforટperformance philosophy;

Align with competitive market practices; and

Reflect input received from shareholders.

Overall Performance

Base Salary

Bonus

LongટTerm

Incentive

Realizable Pay

Transparency

We made significant progress in 2023 advancing our mRNA platform and our broad clinical pipeline. We achieved 48% U.S. retail market share for the 2023 fall season, an 11 percentage point increase from 2022.

Corporate performance did not meet expectations for our financial goals, falling short on product sales and operating income objectives.

Modest increases in 2023, reflective of merit and market adjustments to better align our executives' salaries to market, as well as costટofટliving adjustments across our broader employee base.

2023 corporate performance did not meet our expectations, resulting in our Executive Committee members, including our CEO, receiving below target annual bonuses, at 81% of target.

Increased the weighting to more performanceટbased restricted share units (PSUs), with the CEO PSU mix increasing to 50%, further tying executive compensation to the longટterm achievement of our financial and pipeline expansion objectives, reinforcing our commitment to creating shareholder value.

Weighted the vast majority of compensation for the CEO and our other named executive officers (NEOs) to "atટrisk" compensation, including bonus and equity awards (stock options, restricted stock units (RSUs) and PSUs) focusing on financial and operational goals, stock price appreciation and pipeline development goals. 92% atટrisk target compensation for CEO, and 85% on average for other NEOs, see charts below.

CEO realizable pay demonstrates a strong correlation between stock price performance and pay; see page 41 for more details in the "Pay for Performance" section of the Compensation Discussion & Analysis (CD&A).

Augmented our CD&A to provide shareholders with visibility on the goals underlying our shortટterm and longટterm incentive programs.

Our executive compensation program is based on a payટforટperformance philosophy, which is reflected in both our annual and longટterm incentive compensation programs. We believe that a significant portion of each executive's compensation should be variable and atટrisk and tied to the achievement of preટestablished 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 longટterm 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
8%	15%
Base Salary

Base Salary

79%	92%	13%	71%	85%
At-Risk	At-Risk
Equity Awards	Compensation	Bonus	Equity Awards	Compensation

14%

Bonus

The Board of Directors recommends a vote "FOR" approval, on a nonટbinding, advisory basis, of the compensation of the Company's Named Executive Officers. For more information, see page 35.

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Proxy Summary

Proposal 3: Auditor Ratification

We are asking shareholders to ratify the appointment of Ernst & Young LLP as our independent auditor for the year ended December 31, 2024.

The Audit Committee is committed to ensuring the independence of Ernst & Young, and has taken steps in recent years to ensure that we minimize spending on items with the firm other than the audit or auditટrelated matters.

The Board of Directors recommends a vote "FOR" the ratification of the appointment of Ernst & Young LLP as 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

In response to feedback from our investors, our Board of Directors is proposing to amend our Certificate of Incorporation to permit shareholders representing at least 20% of our outstanding shares to call a special meeting of shareholders.

We believe that granting shareholders the right to call a special meeting, while setting a threshold of 20%, will grant investors with a sufficiently large economic and voting interest a valuable right, while also protecting against the potential disruption and possible loss to longટterm shareholder value posed by setting a lower threshold.

The special meeting right builds on other efforts earlier in 2024-including the adoption of a proxy access bylaw and the adoption of majority voting for uncontested director elections-to respond to investor feedback regarding Moderna's governance practices.

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

In August 2022, Delaware law was amended to permit Delaware companies, like Moderna, to limit the personal liability of certain officers in limited circumstances, similar to protection that was already afforded to directors.

The amended law permits a company to exculpate these officers for direct claims brought by shareholders for breach of an officer's duty of care, but would not eliminate an officer's monetary liability for breach of fiduciary duty claims brought by the company or in connection with derivative claims brought by shareholders on behalf of the company. It also would not allow officers to be exculpated for breaches of the duty of loyalty to the company, or acts or omissions that are not in good faith or that involve intentional misconduct, a knowing violation of law, or a situation in which an officer derived an improper personal benefit from a transaction.

The Board of Directors is proposing to amend our Certificate of Incorporation to allow for the exculpation of officers of Moderna, consistent with the recent changes to Delaware law and to provide our executives similar protections to those already extended to our directors.

The Board of Directors recognizes that our officers are called upon to make critical decisions, and that in an increasingly litigious environment our executive team can be exposed to substantial personal liability from litigants seeking to impose liability on the basis of hindsight and regardless of merit.

The Board of Directors believes that providing the protection permitted under Delaware law will provide comfort to and empower our officers to best exercise their business judgment in the interests of Moderna and its shareholders, which will encourage agility and critical decisionટmaking, while also enabling us to continue to attract and retain experienced and highટquality officers to the Company.

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

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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 threeટyear terms. At the Annual Meeting, three Class III directors will be elected for a threeટyear term. Each of these nominees is a Class III director whose current term is expiring. Each director will continue in office until the election and qualification of a successor or until such director's earlier death, resignation, or removal.

Nominees

Our Nominating and Corporate Governance Committee has recommended, and our Board of Directors has approved, Robert Langer, Elizabeth Nabel, M.D. and Elizabeth Tallett as nominees for election as Class III directors at the Annual Meeting. Dr. Langer has served on the Board since 2010, Dr. Nabel has served on the Board since 2015, and Ms. Tallett has served on the Board since 2020.

If you are a shareholder of record and you sign your proxy card or vote over the Internet or by telephone but do not give instructions with respect to the voting of directors, your shares will be voted FOR the election of

Dr. Langer, Dr. Nabel and Ms. Tallett. We expect that the nominees will serve if elected. However, if a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, proxies will be voted for any nominee who is designated by our Board of Directors to fill the resulting vacancy. If you own your Moderna stock through a broker, bank, or other nominee and you do not give voting instructions, then your shares will not be voted on this matter. For more information, please see "Information About the 2024 Annual Meeting of Shareholders-What if I do not specify how my shares are to be voted?" on page 85.

Vote Required

The election of the Class III directors requires a majority of the votes properly cast to be approved. If a director nominee does not receive a majority of the votes cast in favor of his or her election to the Board, the director nominee will be required to tender his or her resignation to the Board for consideration and action by the Board.

The Board of Directors recommends a vote "FOR" the election of each of the three nominees as a Class III director to serve for a threeટyear term.

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