Moderna, Inc.

10-K/A
04/25/2019

Moderna, Inc.

Delaware
(State or Other Jurisdiction of Incorporation
or Organization)

200 Technology Square

Cambridge, Massachusetts
(Address of Principal Executive Offices)

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81-3467528
(IRS Employer Identification No.)

2,139

(Zip Code)
Moderna, Inc.
10-K/A
04/25/2019

Table of Contents

Page
Explanatory Note 4
PART III .
Item 10. Directors, Executive Officers and Corporate 5
Governance
Item 11. Executive Compensation 12
Item 12. Security Ownership of Certain Beneficial 22
Owners and Management and Related Stockholder
Matters
Item 13. Certain Relationships and Related Transactions, 25
and Director Independence
Item 14. Principal Accountant Fees and Services 27
PART IV .
Item 15. Exhibits, Financial Statement Schedules 28
Signatures

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Moderna, Inc.
10-K/A
04/25/2019

Item 10. Directors, Executive Officers and Corporate Governance

Name Age
Executives:
St?phane Bancel (1) 46
Juan Andres (1) 54

Marcello Damiani 49

Annie Seibold Drapeau 52

Lori Henderson, J.D. (1) 57
Stephen Hoge, M.D. (1) 43
Lorence Kim, M.D. (1) 45
Megan Pace 46
Tal Zaks, M.D., Ph.D. (1) 53
Non-Executive Directors:
Noubar B. Afeyan, Ph.D. (4)(5) 56
Stephen Berenson (2)(3) 58
Peter Barton Hutt, LL.M. (5) 84
Robert Langer, Sc.D. (4) 70
Elizabeth Nabel, M.D. (4)(5) 67
Israel Ruiz (2)(3) 47
Paul Sagan (2)(3) 60
Moncef Slaoui, Ph.D. (5) 59

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Position

Chief Executive Officer and Director

Chief Technical Operations and Quality
Officer
Chief Digital and Operational Excellence
Officer
Chief Human Resources Officer
General Counsel and Corporate Secretary
President
Chief Financial Officer
Chief Corporate Affairs Officer
Chief Medical Officer

Chairman, Director
Director
Director
Director
Director
Director
Director
Director
Moderna, Inc.
10-K/A
04/25/2019

Committees of our board of directors

Audit Compensation &

Talent

Noubar B. Afeyan, Ph.D.

Stephen Berenson Member Chair
Peter Barton Hutt, LL.M.
Robert Langer, Sc.D.
Elizabeth Nabel, M.D.
Israel Ruiz Chair Member
Paul Sagan Member Member
Moncef Slaoui, Ph.D.

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Nominating & Product
Corporate Development
Governance
Chair Member

Member
Member
Member Member

Chair
Moderna, Inc.
10-K/A
04/25/2019

Summary Compensation

? Mr. St?phane Bancel, our Chief Executive

Officer;

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Moderna, Inc.
10-K/A
04/25/2019

Summary Compensation

Name and Principal Year Salary

Position $

St?phane Bancel ### $863,077

Chief Executive Officer ### $650,769
John Mendlein, Ph.D., J.D. (6) ### $500,000
Former President, Corporate and Product
Strategy
Lorence Kim, M.D. ### $542,769
Chief Financial Officer ### $521,154

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 Bonus Stock
$0 ($) (1) Awards
($) (2)
$1,800,000 -
$1,500,000 -
$400,000 -

$450,450 -
$1,000,000 $5,470,000
Option All Other Total
Awards Compensation $
($) (3) $0
$55,935,768 (4) $9,639 (5) $58,608,484
$4,648,000 $10,420 $6,809,189
$25,254,584 $8,533 (7) $26,163,117

$7,816,512 $228,386 (8) $9,038,117

$2,158,000 $166,633 $9,315,787
$0
Moderna, Inc.
10-K/A
04/25/2019

Outstanding equity awards at 2018 year-end

Option Awards (1)

Name Grant Vesting Number of
Date (2) Commencement Securities
Date Underlying
Unexercised
Options (#)
Exercisable
St?phane Bancel 8/19/2013 4/25/2013 4,587,155
2/23/2016 2/23/2016 473,046
8/10/2016 4/24/2014 558,394
8/10/2016 4/9/2015 169,150
4/9/2015 4/9/2015
2/23/2017 2/22/2017 280,961
2/28/2018 2/28/2018 -
12/6/2018 6/13/2018 -
John Mendlein 2/23/2016 2/23/2016 23,853
8/10/2016 4/9/2015 9,263
2/23/2017 2/22/2017 42,201
2/28/2018 1/2/2018 -
Lorence Kim 2/23/2016 2/23/2016 157,677
8/10/2016 4/21/2014 268,028
8/10/2016 4/9/2015 84,575
4/9/2015 4/9/2015
8/10/2016 11/18/2015 483,300
12/11/2015 11/18/2015
2/23/2017 2/22/2017 130,446
6/14/2017 11/18/2015
2/28/2018 2/27/2018 -

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ds (1)
Number of Option
Securities Exercise
Underlying Price
Unexercised $0
Options (#)
Unexercisable
(4) - $0.99
(5) 215,027 (5) $10.90
(4) - $19.15
(5) 24,170 (5) $19.15

(5) 361,240 (5) $12.21

917,431 (6) $14.22
4,587,155 (7) $23.00
(4) - $10.90
(4) - $19.15
(4) - $12.21
2,981,651 (8) $14.22
(5) 71,680 (5) $10.90
(4) - $19.15
(5) 12,084 (5) $19.15

(5) 161,102 (5) $19.15

(5) 167,719 (5) $12.21

917,431 (6) $14.22

 Stock Awards (1)
Option Number of Market Value
Expiration Shares or of Shares or
Date Units of Units of Stock
$0 Stock That That Have Not
Have Not Vested ($) (3)
Vested (#)
8/19/2023
2/23/2026
8/10/2026
8/10/2026
10,239 (5) $156,350
2/23/2027
2/28/2028
12/6/2028
2/23/2026
8/10/2026
2/23/2027
2/28/2028
2/23/2026
8/10/2026
8/10/2026
5,120 (5) $78,182
8/10/2026
68,257 (5) $1,042,284
2/23/2027
57,344 (9) $875,643
2/28/2028
et Value
hares or
s of Stock
Have Not
ed ($) (3)

$156,350

$78,182

$1,042,284

$875,643
Moderna, Inc.
10-K/A
04/25/2019

Non-employee director compensation program

Annual Retainer for service on the board $50,000

of directors
Additional Annual Retainer for Non-Executive $40,000
Chairman of the board of directors
Additional Annual Retainer for service $20,000
as Chairperson of the Audit Committee
Additional Annual Retainer for service $10,000
as member of the Audit Committee (other
than Chairperson)
Additional Annual Retainer for service $15,000
as Chairperson of the Compensation & Talent
Committee
Additional Annual Retainer for service $7,500
as member of the Compensation & Talent Committee
(other than Chairperson)
Additional Annual Retainer for service $10,000
as Chairperson of the Nominating and Corporate
Governance Committee
Additional Annual Retainer for service $5,000
as member of the Nominating and Corporate
Governance Committee (other than Chairperson)
Additional Annual Retainer for service $15,000
as Chairperson of the Product Development
Committee
Additional Annual Retainer for service $7,500
as member of the Product Development Committee
(other than Chairperson)
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Moderna, Inc.
10-K/A
04/25/2019

Non-employee director compensation program

Annual Retainer for service on the board $50,000

of directors
Additional Annual Retainer for Non-Executive $25,000
Chairman of the board of directors
Additional Annual Retainer for Committee $5,000
Membership (other than Chair)
Additional Annual Retainer for Committee $10,000
Membership (Chair)

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Moderna, Inc.
10-K/A
04/25/2019

Non-employee director compensation table

Name Fees Earned or Paid in Cash Option

$0 Awards
($) (1)
Noubar B. Afeyan, Ph.D. (2) $101,271 $328,482
Stephen Berenson (3) $75,000 $328,482
Peter Barton Hutt, LL.M. (4) $58,654 $328,482
Robert Langer, Sc.D. (5) $59,547 $328,482
Elizabeth Nabel, M.D. (7) $60,268 $328,482
Israel Ruiz (8) $77,500 $328,482
Paul Sagan (9) $37,088 $328,993
Moncef Slaoui, Ph.D. (10) $58,242 $328,482

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on All Other Total
ds Compensation
(1) $0
$328,482 - $429,753
$328,482 - $403,482
$328,482 - $387,136
$328,482 20,000 (6) $408,029
$328,482 - $388,750
$328,482 - $405,982
$328,993 - $366,081
$328,482 - $386,724
l
$0

$429,753
$403,482
$387,136
$408,029
$388,750
$405,982
$366,081
$386,724
Moderna, Inc.
10-K/A
04/25/2019

Beneficial Ownership

? each person or group of affiliated persons

known by us to be the beneficial owner of
more than five percent of our capital stock;

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Moderna, Inc.
10-K/A
04/25/2019

Beneficial Ownership

Shares Beneficially
Owned
Name and Address of Beneficial Owner (1) Number
Named Executive Officers and Directors:
St?phane Bancel, Chief Executive Officer (2) 31,264,281
John Mendlein, Ph.D., J.D., former President, 1,454,865
Corporate and Product Strategy (3)
Lorence Kim, M.D., Chief Financial Officer (4) 2,573,274
Noubar B. Afeyan, Ph.D., Chairman (5) (see 58,923,003
Flagship Pioneering and affiliated entities
below)
Moncef Slaoui, Ph.D., Director (6) 82,508
Peter Barton Hutt, LL.M., Director (7) 922,300
Robert Langer, Sc.D., Director (8) 11,720,433
Elizabeth Nabel, M.D., Director (9) 158,552
Israel Ruiz, Director (10) 87,067
Stephen Berenson, Director (11) 78,936
Paul Sagan, Director (12) 461,429
All executive officers and directors as 113,569,324
a group (15 persons) (13)
Other 5% Stockholders:
Flagship Pioneering and affiliated entities (5) 58,923,003
(see Noubar B. Afeyan, Ph.D., Chairman
above )
AstraZeneca and affiliated entities (14) 25,499,325
Viking Global Investors LP and affiliated 17,081,164
entities (15)

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icially

Percentage

9.50 %
*%

*%
17.90 %

*%
*%
3.60 %
*%
*%
*%
*%
34.50 %

17.90 %

7.80 %
5.20 %
Moderna, Inc.
10-K/A
04/25/2019

Equity Compensation Plan Information

Plan Category Number of

Securities to be
Issued upon
Exercise of
Outstanding
Options and
Restricted
Stock Units
(a)

Equity Compensation Plans Approved by 51,279,847 (2)

Stockholders (1)
Equity Compensation Plans Not Approved -
by Stockholders
TOTAL 51,279,847

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Weighted-Average Number of
Exercise Price of Securities
Outstanding Remaining
Options Available
(b) for Future
Issuance
Under Equity
Compensation
Plans
(Excluding
Securities
Reflected in Column (a))
12.16 (3) 8,595,802 (4)

N/A -

12.16 8,595,802
Moderna, Inc.
10-K/A
04/25/2019

Series G preferred stock financing

Name Shares of
Series G
Preferred Stock (1)
OCHA LLC (2) 50,000
Viking Global Investors LP and affiliated 745,526
entities (3)

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Total
Purchase Price

$503,000
$7,499,992
Moderna, Inc.
10-K/A
04/25/2019

Fees Paid to the Independent Registered Public Accounting Firm

7/10/1905 7/9/19
Audit fees (1) $2,111,610 $325,944
Audit-related fees (2) 125,000 216,000
Tax fees (3) 321,325 242,388
All other fees (4) - -
$2,557,935 $784,332

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7/9/1905
Moderna, Inc.
10-K/A
04/25/2019

Item 15. Exhibits, Financial Statement Schedules

Exhibit No. Exhibit Index

3.10 Amended and Restated Certificate of Incorporation

of the Registrant. (3)
3.20 Amended and Restated By-laws of the Registrant.
(3)
4.10 Specimen Common Stock Certificate. (1)
4.20 Second Amended and Restated Investors?
Rights Agreement by and among the Registrant
and certain of its stockholders, dated
May 7, 2018. (1)
10.1# 2016 Stock Option and Grant Plan, as amended,
and forms of award agreements thereunder.
(1)
10.2# 2018 Stock Option and Incentive Plan and
forms of award agreements thereunder.
(1)
10.3# Form of Indemnification Agreement between
the Registrant and each of its directors.
(1)
10.4? Master Collaboration and License Agreement,
by and between Moderna Therapeutics, Inc.
and Merck Sharp & Dohme Corp., dated as of
January 12, 2015, as amended by Amendment
No. 1 dated as of January 8, 2016, Amendment
No. 2 dated as of June 28, 2016, Amendment
No. 3 dated as of June 28, 2016 and Amendment
No. 4 dated as of June 28, 2016. (1)
10.5? Amended and Restated mRNA Cancer Vaccine
Collaboration and License Agreement,
by and between ModernaTX, Inc. and Merck
Sharp & Dohme Corp., dated as of April 17,
2018. (1)
10.6? Amended and Restated Option Agreement
by and between ModernaTX, Inc. and AstraZeneca
AB, dated as of June 15, 2018. (1)
10.7? Amended and Restated Services and Collaboration
Agreement by and between ModernaTX, Inc.
and AstraZeneca AB, dated as of June 15,
2018. (1)
10.8? Patent Sublicense Agreement, by and among
ModernaTX, Inc. and Cellscript, LLC and
mRNA RiboTherapeutics, Inc. (solely with
 respect to certain provisions), dated
as of June 26, 2017. (1)
10.90 Lease Agreement, by and between Moderna
Therapeutics, Inc. and ARE-Tech Square,
LLC, dated as of May 26, 2016, as amended
by Amendment No. 1 dated as of August 31,
2016, Amendment No. 2 dated as of December 31,
2016, Amendment No. 3 dated as of April 24,
2017, and Amendment No. 4 dated as of April 13,
2018. (1)
10.10 Net Lease by and between Moderna Therapeutics,
Inc. and Campanelli-TriGate Norwood Upland,
LLC, dated as of August 29, 2016, as amended
by Amendment No. 1 dated as of April 10, 2017
and Amendment No. 2 dated as of March 16,
2018. (1)
10.11# Amended and Restated Executive Severance
Plan and Form of Participation Letter,
as amended on November 4, 2018. (1)
10.12# Offer Letter by and between the Company
and St?phane Bancel, dated as of February 23,
2011. (1)
10.13# Offer Letter by and between the Company
and Stephen Hoge, dated as of November 16,
2012. (1)
10.14# Offer Letter by and between the Company
and Lorence Kim, dated as of February 20,
2014. (1)
10.15# Letter Agreement by and between the Company
and St?phane Bancel, dated as of June 13,
2018, as amended by Amendment No. 1 dated
as of November 4, 2018. (1)
10.16# Letter Agreement by and between the Company
and Stephen Hoge, dated as of October 17,
2017. (1)
10.17# Senior Executive Cash Incentive Bonus
Plan. (1)
10.18# Non-Employee Director Compensation Policy.
(1)
10.19# Form of Indemnification Agreement between
the Registrant and each of its officers.
(1)
10.20# 2018 Employee Stock Purchase Plan. (1)
10.21# Form of Non-Plan Restricted Stock Award
Agreement. (2)
10.22# Form of Non-Plan Non-Qualified Stock Option
Agreement. (2)
10.23# Strategic Advisor & Transition Agreement
by and between ModernaTX, Inc. and John
Mendlein, dated as of January 17, 2019.
(4)
10.24# Offer Letter by and between the Company
and John Mendlein, dated as of December
22, 2017 .
 21.10 Subsidiaries of the Registrant. (2)

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Moderna, Inc.
10-K/A
04/25/2019

Item 15. Exhibits, Financial Statement Schedules

23.10 Consent of Ernst & Young LLP, Independent

Registered Public Accounting Firm. (4)
31.10 Certification of Principal Executive
Officer pursuant to Rule 13a-14(a) and
Rule 15d-14(a) of the Securities Exchange
Act of 1934, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002. (4)
31.20 Certification of Principal Financial
Officer pursuant to Rule 13a-14(a) and
Rule 15d-14(a) of the Securities Exchange
Act of 1934, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002. (4)
31.30 Certification of Principal Executive
Officer pursuant to Rule 13a-14(a) and
Rule 15d-14(a) of the Securities Exchange
Act of 1934, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
31.40 Certification of Principal Financial
Officer pursuant to Rule 13a-14(a) and
Rule 15d-14(a) of the Securities Exchange
Act of 1934, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
32.1+ Certification of Principal Executive
Officer pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. (4)
32.2+ Certification of Principal Financial
Officer pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. (4)
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Document
101.DEF XBRL Taxonomy Extension Definition Linkbase
Document
101.LAB XBRL Taxonomy Extension Labels Linkbase
Document
101.PRE XBRL Taxonomy Extension Presentation
Link Document

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Moderna, Inc.
10-K/A
04/25/2019

Item 15. Exhibits, Financial Statement Schedules

? Confidential treatment has been granted

by the Securities and Exchange Commission
as to certain portions.

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