Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) and (c) On May 10, 2022, Jorge Gomez departed, effective immediately, from
the role of Chief Financial Officer of Moderna, Inc. (the "Company"). In
connection with Mr. Gomez's departure, he will be provided certain benefits
under the Company's Amended and Restated Executive Severance Plan, comprising
(i) 12 months' salary, totaling $700,000, and (ii) COBRA coverage for 12 months.
Mr. Gomez will forfeit his signing bonus, eligibility for relocation
reimbursements, bonus eligibility and his eligibility for new hire equity awards
that were disclosed by the Company in a Current Report on Form 8-K on April 11,
2022. Mr. Gomez's departure follows the public disclosure on May 10, 2022 by
Mr. Gomez's former employer, Dentsply Sirona Inc., of an ongoing internal
investigation into certain matters, including financial reporting.
David Meline, the Company's recently retired Chief Financial Officer, will
continue as Chief Financial Officer, effective May 11, 2022. Mr. Meline will
continue to receive the benefits for which he was eligible while employed as
Chief Financial Officer, which include an annual salary of $700,000, 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"). In addition, in connection with
Mr. Meline's continued service as Chief Financial Officer, the Compensation
Committee has agreed that Mr. Meline will continue to remain eligible for the
full vesting of his 2022 annual stock option and restricted stock unit equity
awards that were otherwise scheduled for forfeiture upon his retirement as an
employee in July 2022, and Mr. Meline will also be granted 12 months from the
last date of any service relationship with the Company to exercise any vested
but unexercised stock options that he holds as of that date. Mr. Meline joined
the Company as Chief Financial Officer in June 2020. Prior to joining the
Company, Mr. Meline, 64, served as Executive Vice President and Chief Financial
Officer of Amgen Inc. from 2014 to 2019. He previously held senior finance roles
with 3M Company and General Motors.
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