ProxyMiner / Company

Moderna, Inc.MRNA

Latest proxy: 2026 · view on SEC ↗ · CIK 0001682852

CEO total pay

$19,932,217

Stéphane Bancel · 2025

Say on pay

77%

Latest disclosed shareholder vote

CEO pay ratio

CD&A

Not in CD&A

Median employee: $19,932,217

Compensation committee

CD&A

Compensation Committee

Per the latest proxy

Filings indexed: 2 · 2026 · 2025

Executive pay

What did they pay them?

From the Summary Compensation Table. Pay mix and YoY are computed from these rows.

ExecutiveRoleTotalYoYPay mixSalaryStockCash incentiveOther
Stéphane Bancel2025 compensation
Chief Executive Officer
$19,932,217
88% at-risk
$1,677,739$6,897,455—$157,238
James Mock2025 compensation
Chief Financial Officer
$5,857,761
81% at-risk
$852,192$2,452,404—$15,750
Stephen Hoge, M.D.2025 compensation
President
$18,054,133
92% at-risk
$1,260,000$9,196,606—$15,750
Shannon Thyme Klinger2025 compensation
Chief Legal Officer and CorporateSecretary
$5,397,914
79% at-risk
$852,192$2,145,838—$15,750

Pay mix: base cash incentive equity other

CD&A excerpt

Compensation discussion & analysis

Opening passage of the loaded filing's CD&A. Use Ask below to query the full text with citations.

This Compensation Discussion and Analysis describes our executive compensation program and the 2025 compensation for our NEOs. This Compensation Discussion and Analysis should be read with the compensation tables and related disclosures for our NEOs.Table of ContentsExecutive Summary42Overview of Executive Compensation Program46Governance of Executive Compensation Program49Primary Elements of Executive Compensation Program52Other Employee Benefits & Perquisites59Employment Arrangements with our NEOs60Equity-Related Policies and Practices61Other Compensation Policies and Practices63Executive Compensation Tables65CEO Pay Ratio72Pay Versus Performance72Executive SummaryModerna is a pioneer and leader in the field of messenger RNA (mRNA) medicines. Through the advancement of our technology platform, we are reimagining how medicines are made to transform how we treat and prevent diseases. Since our founding, our mRNA platform has enabled the development of vaccines and therapeutics across infectious diseases, cancer, rare diseases, and more. With a global team and a unique culture, driven by our values and mindsets, our mission is to deliver the greatest possible impact to people throug…

Read the full CD&A on SEC.gov ↗

Governance

Policy guardrails

  • hedging

    prohibited

    “We prohibit our executive officers, the members of our Board and all employees from hedging or pledging our securities.”

  • pledging

    prohibited

    “We prohibit our executive officers, the members of our Board and all employees from hedging or pledging our securities.”

  • clawback

    present

    “Clawback Policy”

  • stock ownership guidelines

    present

    “6 times annual cash retainerIn February 2021, the Stock Ownership Policy was revised by the Compensation Committee to provide that only owned shares would count toward satisfaction of the ownership requirement, eliminati…”

  • change in control

    Double-Trigger Change of Control

    “Double-Trigger Change of Control”

  • compensation consultant

    independent

    “Our Compensation Committee charter requires that our compensation consultant is independent of Company management”

  • compensation committee

    Compensation Committee

    “Maintain an Independent Compensation Committee”

Performance markers

Metric facts

  • revenue

    $1.9 billion

    “program seeks to incentivize and reward strong corporate performance. Highlights of our 2025 corporate performance are set forth below.Total Revenue and Operating Expenses•The most heavily weighted factor in the assessme…”

  • annual incentive payout

    170%

    “overall bonus multiplier of 170%.”

  • say on pay

    77%

    “at our Annual Meeting on our “say on pay” proposal supported the pay actions we took in the prior year.”

  • ceo pay ratio

    —

    “equivalent to 1.5% of our stock outstanding as of December 31, 2025, with such increase taking effect on January 1, 2026. No such increase was authorized by the Compensation Committee for the ESPP for 2026. The number do…”

  • median employee compensation

    $19,932,217

    “of our entire employee population of approximately 4,700 global employees as of December 31, 2025. In performing this analysis, we identified the median employee based on actual base pay during 2025, plus all cash bonuse…”

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