Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 3, 2020, the Board of Directors (the “Board”) of Moderna, Inc. (the “Company”) appointed David W. Meline as Chief Financial Officer, effective June 8, 2020. Following the appointment of Mr. Meline, Lorence Kim will step down as the Company’s Chief Financial Officer effective June 8, 2020, but will remain as an advisor to the Company through August 2020 as previously disclosed.
Prior to joining the Company, Mr. Meline, 62, served as Executive Vice President and Chief Financial Officer of Amgen Inc. from 2014 to 2019. From 2011 to 2014, Mr. Meline served as Senior Vice President and Chief Financial Officer of 3M Company (“3M”). From 2008 to 2011, Mr. Meline served as Vice President, Corporate Controller and Chief Accounting Officer of 3M. Prior to 2008, Mr. Meline served in a variety of senior leadership roles at General Motors Company for over 20 years, with his last position being Vice President and Chief Financial Officer, North America. Mr. Meline has been a director of ABB Ltd., a global industrial technology company based in Switzerland, since 2016.
In connection with his employment with the Company as Chief Financial Officer and pursuant to the terms of his offer letter, Mr. Meline will receive an initial annual base salary of $600,000. Mr. Meline will also be eligible for an annual cash bonus (commencing with a pro-rated bonus for 2020) with an annual incentive target of 50% 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 (the “Compensation Committee”).
On July 6, 2020 (the “Grant Date”) Mr. Meline will be granted an equity award equivalent to a total value of $8,600,000 as of the Grant Date (the “Equity Grant”). The value per share of the Equity Grant will be equal to the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on the Grant Date. Mr. Meline will have the option to select, no later than July 2, 2020, whether to accept the Equity Grant (1) in the form of a non-qualified stock option or (2) 75% in value in the form of a non-qualified stock option and 25% in value in the form of restricted stock units. The Equity Grant will vest over four years, with 25% vesting on the first anniversary of the Grant Date and the remainder vesting ratably at the end of each three-month period thereafter over the remaining three years; provided, however, that if Mr. Meline remains an employee for at least two years following the Grant Date, Mr. Meline will continue to vest in the remainder of the Equity Grant through service as an employee or director or through a strategic consulting arrangement.
In addition, subject to approval of the Compensation Committee, Mr. Meline will be eligible to participate in the Company’s annual equity award program for prior year performance. The target value for this equity award will be $4,000,000, subject to adjustment by the Compensation Committee based on prior year performance, and pro-rated for the 2021 grant based on 2020 his date of hire. Subject to approval of the Compensation Committee, the annual equity grants will vest over four years, with 25% vesting on the first anniversary of the grant date and the remainder vesting ratably at the end of each three-month period thereafter over the remaining three years; provided, however, for the 2021 grant based on 2020 performance, if Mr. Meline remains an employee for at least two years following the Grant Date, Mr. Meline will continue to vest in the remainder of this 2021 annual equity grant through service as an employee or director or through a strategic consulting arrangement.
Mr. Meline will also be eligible for all other compensation and benefit plans available to the Company’s executive officers. Mr. Meline will participate in the Company’s Amended and Restated Executive Severance Plan and will enter 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.