01—Abstract
Summary
Summary of the 8-K filed March 10, 2021. Cited figures are marked; the original filing is the authoritative source.
Moderna, Inc. announced on March 10, 2021, the appointment of Dr. Elizabeth Nabel to its Board of Directors.
Dr. Nabel's appointment expands the Board to nine directors and fills an additional Class III director position. Her term is effective immediately and will continue until the 2021 annual meeting of stockholders, where she will be up for election. Dr. Nabel brings valuable experience, having previously served on Moderna's Board from December 2015 to July 2020.
She has been appointed to the Product Development Committee and the Nominating and Corporate Governance Committee. Notably, due to her prior service, Dr. Nabel will not receive a typical initial option grant for new directors but will receive a prorated annual option grant that vests at the 2021 annual meeting, subject to her continued service. She is otherwise eligible for the standard director compensation.
02—Key points
Key Highlights
- Appointment of Dr. Elizabeth Nabel to the Board of Directors, effective March 10, 2021.
- Board size increased to nine directors.
- Dr. Nabel appointed to the Product Development Committee and Nominating and Corporate Governance Committee.
- Dr. Nabel will serve as a Class III director until the 2021 annual meeting of stockholders on April 28, 2021.
- Due to prior Board service, Dr. Nabel receives a prorated annual option grant instead of a new director initial option grant.
- The prorated option grant vests in full on the date of the 2021 annual meeting, contingent on continued service.
- No reportable transactions or relationships under Item 404(a) of Regulation S-K; no family relationships with other directors or officers.
03—Questions
Frequently Asked Questions
Why was Dr. Elizabeth Nabel appointed to the Board?
Dr. Nabel was appointed to the Board of Directors to fill an additional Class III director position, expanding the Board's size. Her appointment brings back her prior experience with Moderna's Board.
What committees will Dr. Nabel serve on?
Dr. Nabel has been appointed to serve on the Product Development Committee and the Nominating and Corporate Governance Committee of the Board.
How will Dr. Nabel be compensated as a director?
Dr. Nabel will receive a prorated annual option grant, which vests in full on the date of the 2021 annual meeting of stockholders, subject to her continued service. She is otherwise eligible for the standard compensation outlined in the Company's Non-Employee Director Compensation Policy.
Does Dr. Nabel have any reportable conflicts of interest or undisclosed relationships with Moderna?
Based on the filing, there are no arrangements or understandings related to her appointment, no family relationships with current directors or officers, and no transactions or relationships reportable under Item 404(a) of Regulation S-K.
04—Continue