Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b), (c) and (e) On August 17, 2022, Moderna, Inc. (the "Company") announced
that James Mock has been appointed to serve as the Company's Chief Financial
Officer ("CFO"), beginning September 6, 2022. Following the appointment of
Mr. Mock, David Meline will retire as the Company's CFO effective the same date,
but will remain as a consultant to the Company to assist with the transition.
Prior to joining the Company, Mr. Mock, 45, served as Senior Vice President and
CFO of PerkinElmer, Inc., a life sciences, diagnostics, and analytical solutions
company, since May 2018. In his role at PerkinElmer, he had overall leadership
responsibility for the strategy and operations of all Company finance functions.
During that time, he was instrumental in transforming PerkinElmer into an
organization with a strengthened financial profile for growth and profitability.
Before that, Mr. Mock served for nearly 20 years in a wide range of financial
oversight capacities within General Electric Company ("GE"), both in the United
States and overseas. Mr. Mock's most recent role at GE was Vice President,
Corporate Audit Staff, a position in which he served from October 2015 to April
2018.
In connection with his employment with the Company as CFO, and pursuant to the
terms of his offer letter, dated August 15, 2022 (the "Offer Letter"), Mr. Mock
will receive an initial annual base salary of $750,000. Mr. Mock will also be
eligible for an annual cash bonus (commencing with a pro-rated bonus for 2022)
with an annual incentive target of 90% of his annual base salary, based upon
achievement of certain individual performance goals and/or company performance
goals established by the Company. Achievement of the goals will be determined in
the sole discretion of the Compensation and Talent Committee of the Board of
Directors (the "Compensation Committee"). Mr. Mock will also be eligible to
receive a one-time signing bonus of $1,000,000 and a new hire equity award
equivalent to a total value of $6,000,000 (the "Equity Grant"), to be granted in
accordance with the Company's Equity Award Grant Policy, which is described on
page 49 of the Company's Proxy Statement for the 2022 Annual Meeting of
Stockholders (the "Proxy Statement"). The Equity Grant is subject to a four-year
vesting period. For the Equity Grant, Mr. Mock will have the ability to select
whether to accept the grant: (1) in the form of a non-qualified stock option,
(2) 75% in value in the form of a non-qualified stock option and 25% in value in
the form of restricted stock units ("RSUs"), or (3) 50% in value in the form of
a non-qualified stock option and 50% in value in the form of RSUs. In addition,
subject to the Compensation Committee's approval, Mr. Mock will be eligible to
participate in the Company's annual equity award program in future years. The
target value for this annual equity award will be $3,000,000 to $4,000,000,
subject to adjustment by the Compensation Committee.
Mr. Mock will be eligible for all compensation and benefit plans available to
the Company's executive officers, as described in the Proxy Statement. Mr. Mock
will participate in the Company's Amended and Restated Executive Severance Plan
and has entered into an indemnification agreement with the Company, consistent
with the form of the existing indemnification agreement entered into between the
Company and its executive officers. Mr. Mock has also entered into an employee
confidentiality, assignment, nonsolicitation and noncompetition agreement.
The above summary is qualified in its entirety by reference to the Offer Letter,
a copy of which will be filed with the Company's future periodic filings.
Pursuant to the terms of the Updated Executive Retirement and Strategic
Consulting Agreement between the Company and the Company's current CFO, David
Meline (the "Retirement and Consulting Agreement"), Mr. Meline will voluntarily
retire from the Company on September 6, 2022 (the "Retirement Date"), effective
upon Mr. Mock's commencement of service as CFO. Until the Retirement Date,
Mr. Meline will continue to serve as CFO pursuant to the terms of the Retirement
and Consulting Agreement, a copy of which was filed as Exhibit 10.1 to the
Company's Current Report on Form 8-K/A filed on June 1, 2022.
Item 7.01 Regulation FD Disclosure.
On August 17, 2022, the Company issued a press release announcing the
appointment of Mr. Mock as CFO. A copy of this press release is furnished as
Exhibit 99.1 to this Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended
to be furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press release by Moderna, Inc. dated August 17, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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