Document/ExhibitDescriptionPagesSize
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2: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 192K
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4: EX-10.21 Material Contract HTML 59K
5: EX-10.22 Material Contract HTML 45K
6: EX-10.23 Material Contract HTML 50K
7: EX-21.1 Subsidiaries List HTML 36K
8: EX-23.1 Consent of Expert or Counsel HTML 32K
13: EX-97 Clawback Policy re: Recovery of Erroneously HTML 39K Awarded Compensation
9: EX-31.1 Certification -- §302 - SOA'02 HTML 35K
10: EX-31.2 Certification -- §302 - SOA'02 HTML 35K
11: EX-32.1 Certification -- §906 - SOA'02 HTML 33K
12: EX-32.2 Certification -- §906 - SOA'02 HTML 33K
19: R1 Cover Page HTML 97K
20: R2 Audit Information HTML 36K
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22: R4 Consolidated Balance Sheets (Parentheticals) HTML 52K
23: R5 Consolidated Statements of Operations HTML 101K
24: R6 Consolidated Statements of Comprehensive Income HTML 76K
(Loss)
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27: R9 Description of the Business HTML 36K
28: R10 Summary of Significant Accounting Policies HTML 139K
29: R11 Net Product Sales HTML 115K
30: R12 Other Revenue HTML 115K
31: R13 Collaboration Agreements HTML 45K
32: R14 Financial Instruments and Fair Value Measurements HTML 193K
33: R15 Inventory HTML 46K
34: R16 Property, Plant and Equipment, Net HTML 50K
35: R17 Other Balance Sheet Components HTML 107K
36: R18 Leases HTML 193K
37: R19 Commitments and Contingencies HTML 42K
38: R20 Stock-Based Compensation and Share Repurchase HTML 108K
Programs
39: R21 Income Taxes HTML 139K
40: R22 (Loss) Earnings per Share HTML 56K
41: R23 Geographic Information HTML 115K
42: R24 Pay vs Performance Disclosure HTML 43K
43: R25 Insider Trading Arrangements HTML 61K
44: R26 Summary of Significant Accounting Policies HTML 158K
(Policies)
45: R27 Summary of Significant Accounting Policies HTML 120K
(Tables)
46: R28 Net Product Sales (Tables) HTML 123K
47: R29 Other Revenue (Tables) HTML 75K
48: R30 Financial Instruments and Fair Value Measurements HTML 196K
(Tables)
49: R31 Inventory (Tables) HTML 44K
50: R32 Property, Plant and Equipment, Net (Tables) HTML 53K
51: R33 Other Balance Sheet Components (Tables) HTML 120K
52: R34 Leases (Tables) HTML 127K
53: R35 Stock-Based Compensation and Share Repurchase HTML 108K
Programs (Tables)
54: R36 Income Taxes (Tables) HTML 139K
55: R37 (Loss) Earnings per Share (Tables) HTML 58K
56: R38 Geographic Information (Tables) HTML 60K
57: R39 Description of the Business (Details) HTML 36K
58: R40 Summary of Significant Accounting Policies - HTML 59K
Narrative (Details)
59: R41 Summary of Significant Accounting Policies - HTML 43K
Reconciliation of Cash, Cash Equivalents and
Restricted Cash (Details)
60: R42 Summary of Significant Accounting Policies - HTML 53K
Significant Customers (Details)
61: R43 Summary of Significant Accounting Policies - HTML 42K
Property and Equipment and Software Capitalization
(Details)
62: R44 Summary of Significant Accounting Policies - HTML 53K
Components of Accumulated Other Comprehensive Loss
(Details)
63: R45 Net Product Sales - Net Product Sales by Customer HTML 49K
Geographic Areas (Details)
64: R46 Net Product Sales - Narrative (Details) HTML 40K
65: R47 Net Product Sales - Product Sales (Details) HTML 48K
66: R48 Net Product Sales - Product Sales Provision HTML 38K
Recorded as Accrued Liabilities (Details)
67: R49 Other Revenue - Schedule of Disaggregation of HTML 58K
Revenue (Details)
68: R50 Other Revenue - Narrative (Details) HTML 41K
69: R51 Collaboration Agreements - Merck - Personalized HTML 48K
mRNA Cancer Vaccines (Details)
70: R52 Collaboration Agreements - Vertex - 2020 Strategic HTML 35K
Alliance in Cystic Fibrosis (Details)
71: R53 Collaboration Agreements - AstraZeneca - Strategic HTML 39K
Alliances in Cardiovascular and Oncology (Details)
72: R54 Collaboration Agreements - Immatics - Strategic HTML 36K
Multi-Platform Collaboration to Develop Oncology
Therapeutics (Details)
73: R55 Financial Instruments and Fair Value Measurements HTML 91K
- Summary of Cash and Available-for-Sale
Securities by Significant Investment Category
(Details)
74: R56 Financial Instruments and Fair Value Measurements HTML 49K
- Amortized Cost and Estimated Fair Value of
Marketable Securities, by Contractual Maturity
(Details)
75: R57 Financial Instruments and Fair Value Measurements HTML 44K
- Narrative (Details)
76: R58 Financial Instruments and Fair Value Measurements HTML 72K
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77: R59 Financial Instruments and Fair Value Measurements HTML 103K
- Financial Assets Measured At Fair Value On a
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78: R60 Inventory - Schedule of Inventory, Current HTML 43K
(Details)
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80: R62 Property, Plant and Equipment, Net (Details) HTML 58K
81: R63 Other Balance Sheet Components - Accounts, Notes, HTML 38K
Loans and Financing Receivable (Details)
82: R64 Other Balance Sheet Components - Prepaid Expenses HTML 57K
and Other Current Assets (Details)
83: R65 Other Balance Sheet Components - Other Non-Current HTML 50K
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Liabilities (Details)
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Liabilities (Details)
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90: R72 Leases - Minimum Lease Payments (Details) HTML 78K
91: R73 Commitments and Contingencies - Indemnification HTML 41K
Obligations (Details)
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Commitments and Purchase Orders (Details)
93: R75 Commitments and Contingencies - Licenses to HTML 42K
Patented Technology (Details)
94: R76 Stock-Based Compensation and Share Repurchase HTML 117K
Programs - Narrative (Details)
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Programs - Options Activity (Details)
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Programs - Restricted Common Stock and Common
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97: R79 Stock-Based Compensation and Share Repurchase HTML 54K
Programs - Weighted-Average Assumptions Used to
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98: R80 Stock-Based Compensation and Share Repurchase HTML 48K
Programs - Stock-Based Compensation Expense
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99: R81 Stock-Based Compensation and Share Repurchase HTML 40K
Programs - Share Repurchase Program (Details)
100: R82 Income Taxes - (Loss) Income Before Provision For HTML 41K
(Benefit From) Income Taxes (Details)
101: R83 Income Taxes - Provision For (Benefit From) Income HTML 59K
Taxes (Details)
102: R84 Income Taxes - Reconciliation of U.S. Statutory HTML 54K
Income Tax Rate to Effective Tax Rate (Details)
103: R85 Income Taxes - Narrative (Details) HTML 45K
104: R86 Income Taxes - Significant Components of Deferred HTML 77K
Tax Assets and Tax Liabilities (Details)
105: R87 Income Taxes- Valuation Allowance (Details) HTML 38K
106: R88 Income Taxes - Reconciliation of the Beginning and HTML 46K
Ending Amounts of Unrecognized Tax Benefits Roll
Forward (Details)
107: R89 (Loss) Earnings per Share - Basic and Diluted Net HTML 65K
Loss per Share Attributable to Common Stockholders
(Details)
108: R90 (Loss) Earnings per Share - Common Stock HTML 39K
Equivalents Excluded from Calculation of Diluted
Net Income (Loss) Per Share (Details)
109: R91 Geographic Information (Details) HTML 53K
111: XML IDEA XML File -- Filing Summary XML 202K
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110: EXCEL IDEA Workbook of Financial Report Info XLSX 213K
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‘EX-97’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
Policy for Recoupment of Executive Incentive Compensation
Definitions
As used herein, the following terms have the following meanings:
“Board” means the Board of Directors of the Company.
“Clawback
Period” means the three completed fiscal years immediately preceding the date that the Company is required to prepare a Financial Restatement.
“Company” means Moderna, Inc.
“Compensation Committee” means the Compensation and Talent Committee of the Board.
“Covered Officer” means (i) any officer or employee of the Company subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended (a “Section
16 Officer”) or (ii) any officer who is not a Section 16 Officer but who reports directly to the chief executive officer of the Company. This Policy shall apply to persons who were Covered Officers during the relevant period but may no longer be service providers of the Company at the time the determination to recoup compensation is made.
“Detrimental Conduct” means improper conduct (including, without limitation, unethical conduct, falsification of the Company’s records or knowing violation of Company policy, including the
Company’s Code of Business Conduct and Ethics) that causes material financial, operational or reputational harm to the Company or its affiliates.
“Detrimental Conduct Clawback Period” means the three completed fiscal years immediately preceding the discovery of the Detrimental Conduct, or such other longer period as may be determined by the Board or Compensation Committee in its reasonable discretion.
“Excess Compensation” means that part of the Incentive Compensation received (without regard to any taxes paid) by a Covered Officer during the Clawback Period in excess of the amount that such Covered Officer would have received had such Incentive Compensation been calculated based on the financial results
reported in the Financial Restatement. For any Incentive Compensation based on stock price or total shareholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in an accounting restatement: (i) the amount will be based on a reasonable estimate, as determined by the Board or the Compensation Committee, of the effect of the accounting restatement on stock price or total shareholder return upon which the Incentive Compensation was received; and (ii) the Company will maintain documentation of the determination of such estimate and provide such documentation to Nasdaq.
“Financial Restatement”
means any material restatement, whether required by law or regulation or determined by the Board or the Compensation Committee to be in the best interests of the Company, of financial statement(s), whether in part or in their entirety, included in a filing by the Company with the Securities and Exchange Commission, because of noncompliance with financial reporting requirements under federal securities laws.
“Incentive Compensation” means any cash or equity-based compensation if the payment, grant or vesting of such compensation is predicated on the achievement of financial or non-financial performance goals or metrics. Incentive Compensation is deemed “received” in the
Company’s fiscal period during which the goal or metric specified in the Incentive Compensation award is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period.
“Nasdaq” means the Nasdaq Stock Market LLC.
“Policy” means this Policy for Recoupment of Executive Incentive Compensation.
Policy
It is the policy of the Company in connection with any Financial Restatement to recover reasonably promptly from any Covered Officer any Excess Compensation received by the Covered Officer during any Clawback Period. The
Company will recover such Excess Compensation in all circumstances except to the extent the Compensation Committee, in its sole discretion, makes a determination that recovery would be impracticable and the conditions set forth in Nasdaq Listing Rule 5608 are met.
Additionally, for any Covered Officer who engages in Detrimental Conduct, as determined by the Board or the Compensation Committee, in its sole discretion, based on relevant facts and circumstances, the Covered Officer may be required to repay to the Company any Incentive Compensation received by the Covered Officer during the Detrimental Conduct Clawback Period that the Board or the Compensation Committee determines is due to a Covered Officer’s Detrimental Conduct.
Alternatively, the Board or the Compensation Committee, in its sole
discretion, may reduce the amount of future compensation, in accordance with applicable law, including, without limitation, any bonus or severance, or the future grant or vesting of any equity award, payable to any Covered Officer by an amount equal to the Excess Compensation received by the Covered Officer during the Clawback Period or an amount equal to the Incentive Compensation received by the Covered Officer during the Detrimental Conduct Clawback Period, as applicable. Any repayment or reduction in future compensation pursuant to this Policy is in addition to, and not in lieu of, any other relief available to the Company. The Board or the Compensation Committee shall have full discretion and authority to administer and interpret this Policy and the Board or the Compensation Committee
may take into account any factors it deems reasonable in determining whether to seek recoupment of previously paid Incentive Compensation (other than Excess Compensation, which shall be recouped in accordance with this Policy) and how much Incentive Compensation to recoup from individual Covered Officers (which need not be the same
2
amount or proportion for every Covered Officer), including any conclusion that a Covered Officer engaged in Detrimental Conduct.
This Policy shall be effective May 3, 2023, and shall apply to Incentive Compensation that is received on or after that date.
No Indemnification
Notwithstanding
the provisions of the Company’s Certificate of Incorporation, By-Laws or any indemnification agreement, the Company shall not indemnify any current or former Covered Officer against the loss of any incorrectly awarded Incentive Compensation for which the Board or the Compensation Committee in its sole discretion has determined to seek recoupment.
