Independent
Tenure on this board
6.1 yrs
Also a director at
Gilead Sciences Inc (GILD)Olema Pharmaceuticals Inc (OLMA)Revolution Medicines Inc (RVMD)
2 nominees · 5 ballot items.
Elect two Class II directors; non-binding advisory 'say-on-pay' to approve named executive officers’ compensation; non-binding advisory vote on the frequency of future say-on-pay votes (recommend one year); ratify Ernst & Young LLP as independent auditor for 2026; transact other business if presented.
Elect two Class II directors (Sandra Horning, M.D. and Abbas Hussain) each to serve three-year terms expiring at the 2029 annual meeting.
Advisory 'say-on-pay' to approve, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the CD&A, compensation tables and narrative.
The proposal asks shareholders to approve, on a non-binding advisory basis, the compensation of Moderna’s named executive officers (NEOs) as disclosed in the proxy statement. Management seeks endorsement to confirm the board and Compensation and Talent Committee’s pay-for-performance philosophy, alignment of compensation with market practices, and the design choices made for 2025 (mix of stock options, PSUs, RSUs, annual bonus funding at 170% of target, and no special retention awards). Context includes significant cost reductions, advancement of pipeline, continued commercial transition from pandemic-era demand, and prior shareholder engagement (77% approval in 2025). The board recommends a FOR vote, arguing the compensation structure ties pay to long-term value creation via a high proportion of at-risk equity, rigorous performance metrics, shareholder engagement-informed changes (e.g., exclusion from the stock option exchange for executives), and governance safeguards (independent Compensation Committee, clawback policy, stock ownership requirements). Risks include heavy CEO pay concentrated in equity that may generate outsized realized pay if stock performance rebounds, potential optics of high payouts given revenue shortfalls, and remaining shareholder sensitivity to goal-setting and discretion used in bonus funding (e.g., capped payout adjustments). The recommendation is grounded in the Committee’s view that 2025 performance—particularly cost reductions and pipeline milestones—warrant the results and that the program preserves alignment while addressing shareholder feedback.
Advisory 'say-on-frequency' to select whether future non-binding advisory votes on executive compensation should occur every one, two, or three years; the Board recommends 'one year' (annual).
The proposal requests shareholders indicate, on a non-binding basis, whether they prefer future advisory votes on executive compensation to be held every one, two, or three years. Management recommends an annual vote to enable timely shareholder feedback on compensation policies and practices, aligning with ongoing engagement and transparency. The Board argues that an annual vote fosters continued dialogue and responsiveness, given the company’s evolving compensation design and operating environment. The proposal is routine and non-binding; it typically drives limited controversy but can reveal shareholder views on governance responsiveness. The board’s recommendation for one year reflects a desire for frequent engagement and accountability.
Ratify Ernst & Young LLP as Moderna’s independent registered public accounting firm for the year ending December 31, 2026.
Transact such other business as may properly come before the Annual Meeting or any adjournment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 9.0% | 35,805,274 | $1.8B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 5.8% | 22,872,458 | $1.2B |
| 3 | Capital World Investors | 4.7% | 18,697,694 | $950M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.9% | 15,616,367 | $793M |
| 5 | STATE STREET CORP | 3.7% | 14,861,409 | $755M |
| 6 | BlackRock, Inc. | 3.4% | 13,402,727 | $681M |
| 7 | BAILLIE GIFFORD CO | 2.6% | 10,469,933 | $532M |
| 8 | TWO SIGMA INVESTMENTS, LP | 2.3% | 9,086,404 | $462M |
| 9 | FMR LLC | 2.2% | 8,543,450 | $434M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 8,312,499 | $421M |
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