Abbas Hussain
ModernaAbout Abbas Hussain
Independent director of Moderna (MRNA) since October 2, 2024; age 60; BSc from Loughborough Institute of Technology. Former CEO of Vifor Pharma (2021–2023); previously Global President, Pharmaceuticals & Vaccines at GSK; earlier senior roles at Eli Lilly. Appointed Class II director with term expiring at the 2026 annual meeting; designated independent under Nasdaq/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vifor Pharma | Chief Executive Officer | 2021–2023 | Led global specialty pharma; company later acquired by CSL |
| GlaxoSmithKline (GSK) | Global President, Pharmaceuticals & Vaccines | 2008–2017 (various roles; most recently Global President) | Global commercialization experience in mature/emerging markets |
| Eli Lilly and Company | Various global leadership roles | ~20 years | Commercial and operational leadership across geographies |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Mallinckrodt Pharmaceuticals | Director | Current | Public company board |
| Asceneuron SA | Chairman | Current | Private biotech |
| Alfasigma SpA | Director | Current | Private/pharma |
| 4Bio Capital | Advisor | Current | VC/advisory |
| CSL Limited | Director | Former | Public board (2018–2021) |
| Cochlear Limited | Director | Former | Public board (2018–2021) |
| Teva Pharmaceutical | Director | Former | Public board (2020–2021) |
| Immunocore | Director | Former | Public board (prior) |
Board Governance
- Committees: Audit Committee member; Product & Technology Committee member .
- Independence: Board determined all directors other than the CEO are independent; no related-party transactions or family relationships for Hussain; no Item 404(a) transactions .
- Attendance: 2024 attendance 75% (missed one meeting due to pre-existing conflict upon joining in October 2024); Board held 6 meetings in 2024 .
- Term/Classification: Class II director; term expires at 2026 annual meeting .
- Audit Committee expertise: Audit Committee “financial experts” are Elizabeth Tallett and Paul Sagan; all members meet heightened independence requirements .
- Governance enhancements: Board adopted majority voting for uncontested elections, proxy access, and shareholder special meeting right in 2024 .
Fixed Compensation (Director)
| Component | Policy/Amount | 2024 Amount Received (Hussain) |
|---|---|---|
| Annual cash retainer | $80,000; pro-rated for partial-year | $20,000 (joined Oct 2, 2024) |
| Committee chair fees | $20,000 (if chair) | Not applicable (not a chair) |
| Chairman retainer | $50,000 (non-executive chair) | Not applicable |
| Annual equity grant | Target $425,000 (mix of options/RSUs; from 2025 directors may elect up to 100% RSUs) | Pro-rated grant in 2024; see Performance Compensation below |
| Initial equity grant (upon election) | Target $400,000 (75% options/25% RSUs); vests in 1 year | Granted Oct 2, 2024 |
Notes: Options have 10-year term; exercise price = closing price on grant date; director equity vests at the earlier of 1-year anniversary or next annual meeting; full acceleration upon “sale event.” Annual and initial grants pro-rated for partial-year service .
Performance Compensation (Director)
Directors do not have performance-based cash or equity metrics; equity is time-based and aligned to shareholder interests via options/RSUs and share ownership policy.
| 2024 Equity Award Detail (reported compensation) | Stock Awards (RSUs) | Option Awards | Total Equity Value (Grant-Date Fair Value) |
|---|---|---|---|
| Abbas Hussain (FY2024) | $147,225 | $441,843 | $589,068 (part of total $609,068 compensation) |
Vesting and grant mechanics per policy above; in 2025, directors may elect up to 100% RSUs for annual grant .
Other Directorships & Interlocks
- Current public company board: Mallinckrodt Pharmaceuticals .
- Prior public boards: CSL, Cochlear, Teva, Immunocore .
- Moderna policy requires pre-clearance for new roles to assess potential conflicts; limits on number of other boards; all directors in compliance .
- Related party transactions: None reported for Hussain (Item 404(a) none) .
Expertise & Qualifications
- Global commercialization of vaccines and pharmaceuticals; former CEO/public company director experience .
- Committee alignment: Audit (financial oversight and risk) and Product & Technology (R&D, pipeline oversight) .
- Education: BSc, Loughborough Institute of Technology .
Equity Ownership
- Beneficial ownership (as of Sept 30, 2025): 15,212 shares (<1%). Breakdown: 580 shares held; 14,632 underlying outstanding options/RSUs exercisable/vesting within 60 days .
- As of Dec 31, 2024 positions (from 2024 proxy): options to purchase 13,193 (unvested); 2,331 unvested RSUs .
- Director stock ownership policy: minimum stock ownership equal to 6× annual cash retainer ($480,000) by the later of Dec 31, 2024 or five years after appointment; newer directors (incl. Hussain) are within the compliance window .
| Item | Amount | Date/As-of | Source |
|---|---|---|---|
| Shares beneficially owned | 15,212 (<1%) | 09/30/2025 | |
| Shares held directly | 580 | 09/30/2025 | |
| Options/RSUs exercisable/vesting ≤60 days | 14,632 | 09/30/2025 | |
| Unvested options | 13,193 | 12/31/2024 | |
| Unvested RSUs | 2,331 | 12/31/2024 | |
| Ownership guideline | $480,000 minimum | Policy |
Insider Trades (Form 4; most recent 13 months)
Data source: insider-trades skill (Form 4 pull) [ReadFile: /tmp/insider_trades_20251120_015912.json].
Director Compensation (2024 actual reported)
| Name | Fees Earned (Cash) | Stock Awards (RSUs) | Option Awards | Other | Total |
|---|---|---|---|---|---|
| Abbas Hussain | $20,000 | $147,225 | $441,843 | — | $609,068 |
Additional disclosure (positions at 12/31/2024): options 13,193 (none vested at year-end); 2,331 unvested RSUs .
Compensation & Incentives Structure (Directors)
- Equity design: Initial grant $400,000 (75% options/25% RSUs) vesting at 1 year; annual grant $425,000 with director choice of mix; from 2025, up to 100% RSUs allowed; options priced at grant-date close; 10-year term; full vest on “sale event” .
- Annual cash retainer: $80,000; Committee chair $20,000; non-executive chair $50,000; annual limits: $1.5M first-year, $1.0M thereafter .
- Clawback/hedging: Company maintains clawback for performance-based executive pay and prohibits hedging/pledging by directors and executives .
- Ownership alignment: 6× retainer stock ownership guideline within five years of appointment; newer directors (incl. Hussain) are within window .
Related-Party Transactions & Conflicts
- Appointment terms: No arrangements/understandings behind appointment; no family relationships; no related-party transactions; standard indemnification agreement executed .
- Board service limits and pre-clearance for new roles to manage potential conflicts; all directors in compliance .
Risk Indicators & Red Flags
- Attendance: 75% in 2024 due to one scheduling conflict upon joining in October 2024; Board expectation is ≥75% and overall Board attendance was strong (Board held six meetings) .
- Equity/Trading: Small open market sale of 312 shares in June 2025; otherwise activity mainly RSU vesting/annual director grants; no pledging/hedging permitted under policy [ReadFile: /tmp/insider_trades_20251120_015912.json] .
- Governance support: 2024 say-on-pay approval 91%, indicating broad investor support for compensation program (contextual Board governance sentiment) .
Compensation Peer Group and Say-on-Pay (Context)
- Say-on-pay approval: 91% support in 2024 .
- Peer group used for executive benchmarking disclosed; not directly applicable to non-employee director pay but informs overall governance posture .
Governance Assessment
- Strengths: Deep global commercial and vaccine experience aligned to Moderna’s commercialization ambitions; service on Audit and Product & Technology supports both financial oversight and R&D strategy; independence confirmed; no related-party exposures; clear alignment via director ownership policy .
- Watch items: New director with evolving share ownership toward guideline; 2024 attendance impacted by onboarding timing; minimal open-market selling observed (small volume) [ReadFile: /tmp/insider_trades_20251120_015912.json].
Appendix: Key Citations
- Appointment/Background/No related-party: 8-K Item 5.02 (Oct 2, 2024) ; press release exhibit .
- 2025 Proxy director profile, committees, attendance, independence, compensation: DEF 14A (Mar 11, 2025) -.
- Beneficial ownership table and breakdown: DEF 14A (Oct 15, 2025) -.
- Insider trades: Form 4 filings (insider-trades skill; SEC links shown above) [ReadFile: /tmp/insider_trades_20251120_015912.json].
- Governance enhancements and committee responsibilities: DEF 14A (Mar 11, 2025) -.