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Moderna, Inc. MRNA

Comparing the 2025 proxy against the 2026 proxy.

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CEO total Δ

—

No prior-year CEO total to compare

Peer churn

0

Members added or dropped across all peer groups

Policy + metric churn

12

Disclosures whose value moved or appeared/disappeared

Peer groups

Peer disclosure

No peer groups were extracted from either filing.

Executive pay

Named executive compensation

ExecutiveStatusFromToΔ TotalΔ %Δ At-risk
Stéphane BancelChief Executive Officer
AddedCEO—$19,932,217

2025

———
James MockChief Financial Officer
Added—$5,857,761

2025

———
Shannon Thyme KlingerChief Legal Officer and CorporateSecretary
Added—$5,397,914

2025

———
Stephen Hoge, M.D.President
Added—$18,054,133

2025

———

Governance

Policy guardrails

  • change in control

    Added

    Not extracted → Not extracted

    “Double-Trigger Change of Control”

  • clawback

    Added

    Not extracted → present

    “Clawback Policy”

  • compensation committee

    Added

    Not extracted → Compensation Committee

    “Maintain an Independent Compensation Committee”

  • compensation consultant

    Added

    Not extracted → independent

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

  • hedging

    Added

    Not extracted → prohibited

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

  • pledging

    Added

    Not extracted → prohibited

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

  • stock ownership guidelines

    Added

    Not extracted → 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…”

Performance markers

Metric facts

  • annual incentive payout

    Added

    Not extracted → 170%

    “overall bonus multiplier of 170%.”

  • ceo pay ratio

    Added

    Not extracted → Not extracted

    “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

    Added

    Not extracted → $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…”

  • revenue

    Added

    Not extracted → $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…”

  • say on pay

    Added

    Not extracted → 77%

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

Narrative

CD&A prose similarity

Coarse measure of how much the compensation discussion text moved year-over-year. Not a substitute for reading the actual filings.

0% shingled-prose overlap between the two filings.

2025: 0 chars · 2026: 145,224 chars

Cells reading “Not extracted” mean the deterministic extractor didn’t pick up that disclosure for the listed filing — not that it isn’t in the proxy. Open the company workspace and use Ask to query the CD&A directly.