ProxyMiner / Diff
Moderna, Inc. MRNA
Comparing the 2025 proxy against the 2026 proxy.
Compare
CEO total Δ
No prior-year CEO total to compare
Peer churn
Members added or dropped across all peer groups
Policy + metric churn
Disclosures whose value moved or appeared/disappeared
Peer groups
Peer disclosure
No peer groups were extracted from either filing.
Executive pay
Named executive compensation
| Executive | Status | From | To | Δ Total | Δ % | 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
AddedNot extracted → Not extracted
“Double-Trigger Change of Control”
clawback
AddedNot extracted → present
“Clawback Policy”
compensation committee
AddedNot extracted → Compensation Committee
“Maintain an Independent Compensation Committee”
compensation consultant
AddedNot extracted → independent
“Our Compensation Committee charter requires that our compensation consultant is independent of Company management”
hedging
AddedNot extracted → prohibited
“We prohibit our executive officers, the members of our Board and all employees from hedging or pledging our securities.”
pledging
AddedNot extracted → prohibited
“We prohibit our executive officers, the members of our Board and all employees from hedging or pledging our securities.”
stock ownership guidelines
AddedNot 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
AddedNot extracted → 170%
“overall bonus multiplier of 170%.”
ceo pay ratio
AddedNot 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
AddedNot 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
AddedNot 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
AddedNot 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.