01—Abstract
Summary
Summary of the 8-K filed July 23, 2024. Cited figures are marked; the original filing is the authoritative source.
Moderna, Inc. has announced significant changes to its Board of Directors, effective August 5, 2024.
Long-standing board members Robert Langer and Stephen Berenson will resign from their positions but will transition to consulting roles. This move will allow their outstanding equity awards to continue vesting. Concurrently, the company has appointed David M.
Rubenstein, Co-Founder and Co-Chairman of The Carlyle Group, to the Board. Mr. Rubenstein will fill the vacancy left by Mr. Berenson on the Audit Committee and will serve as a Class III director. These changes will result in the Board size being fixed at eight directors.
02—Key points
Key Highlights
- Robert Langer and Stephen Berenson to resign from the Board of Directors, effective August 5, 2024.
- Langer and Berenson will transition to consulting roles with Moderna through November 1, 2026.
- Outstanding equity awards for Langer and Berenson will continue to vest during their consulting periods.
- David M. Rubenstein appointed to the Board of Directors, effective August 5, 2024.
- Rubenstein is Co-Founder and Co-Chairman of The Carlyle Group.
- Moderna's Board size will be fixed at eight directors following these changes.
- Rubenstein appointed to the Audit Committee, replacing Stephen Berenson.
03—Questions
Frequently Asked Questions
Why are Robert Langer and Stephen Berenson resigning from the Board?
Robert Langer and Stephen Berenson notified Moderna of their resignations from the Board of Directors effective August 5, 2024. The company stated that neither decision was the result of any disagreement with the Company on any matter relating to its operations, policies, or practices. They will both transition into consulting roles.
What will be David M. Rubenstein's role on the Board?
David M. Rubenstein has been appointed to the Board of Directors effective August 5, 2024. He will serve as a Class III director and has also been appointed to the Audit Committee, replacing Stephen Berenson. He is the Co-Founder and Co-Chairman of The Carlyle Group.
Will Robert Langer and Stephen Berenson continue to have a financial stake in Moderna after resigning from the Board?
Yes, their outstanding equity awards will continue to vest during their consulting periods with the Company through November 1, 2026. Other than reimbursement of reasonable expenses, no other compensation is contemplated by these consulting agreements.
How does the Board size change with these appointments and resignations?
The size of the Board will be fixed at eight directors. This is after the departures of Dr. Langer and Mr. Berenson and the appointment of Mr. Rubenstein.
04—Continue