David Rubenstein
ModernaAbout David Rubenstein
David M. Rubenstein, 75, is an independent director of Moderna (MRNA) who joined the Board in August 2024; he serves on the Audit Committee and recorded 83% attendance in 2024 due to one scheduling conflict at the time of onboarding . He is Co‑Founder and Co‑Chairman of The Carlyle Group and Chairman/CEO and principal owner of the Baltimore Orioles; he holds a B.A. in Political Science from Duke University and a J.D. from the University of Chicago . The Board highlights his decades of global investment leadership, geopolitical/policy insight, and public company governance experience (including financial reporting) as valuable to Moderna’s scaling strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The White House | Deputy Assistant to the President for Domestic Policy | 1977–1981 | Domestic policy leadership |
| U.S. Senate Judiciary Committee, Subcommittee on Constitutional Amendments | Chief Counsel | 1975–1976 | Legislative/legal counsel |
| Shaw, Pittman, Potts & Trowbridge LLP (now Pillsbury) | Attorney (Washington, D.C.) | Pre‑1987 | Legal practice prior to founding Carlyle |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| The Carlyle Group | Co‑Founder; Co‑Chairman (since 2011) | Founded 1987; current | Other Public Boards: 1 (Carlyle) |
| Baltimore Orioles (MLB) | Chairman, CEO, principal owner | Current | Team ownership/executive role |
| Council on Foreign Relations | Chairman of the Board | Current | Non‑profit governance |
| Economic Club of Washington, D.C. | Chairman of the Board | Current | Non‑profit governance |
| University of Chicago | Chairman of the Board | Current | Academic governance |
| Memorial Sloan‑Kettering Cancer Center; Johns Hopkins Medicine; Institute for Advanced Study; National Constitution Center; Brookings Institution; World Economic Forum | Board Member | Current | Philanthropic/academic boards |
Board Governance
- Committee assignments: Audit Committee member (Chair: Elizabeth Tallett; other members: Abbas Hussain, Paul Sagan), with all members meeting SEC/Nasdaq heightened independence standards; committee had 7 meetings in 2024 .
- Independence: Listed as INDEPENDENT director; Board composition in 2024 was 9 directors, 8 independent; 95% overall board attendance .
- Attendance: Rubenstein attended 83% of Board meetings in 2024, reflecting one absence during onboarding in August 2024 .
- Term and class: Director since August 2024; continuing director; term expires 2027 (Class II/III per board’s staggered cycle referencing 2025 proxy) .
- Risk oversight context: Audit Committee oversight includes financial reporting integrity, internal controls, related‑party transaction review, cybersecurity and technology risks, and earnings releases .
Fixed Compensation
| Component | Policy/Rate | 2024 Amount (Rubenstein) |
|---|---|---|
| Board annual cash retainer | $80,000; paid quarterly; pro‑rated for partial year | $40,000 (pro‑rated for partial year) |
| Non‑Executive Chairman additional retainer | $50,000 | N/A (not applicable to Rubenstein) |
| Committee Chair retainer | $20,000 | N/A (not a committee chair) |
| Meeting fees | Not disclosed | Not disclosed |
Performance Compensation
| Type | 2024 Grant Detail | Grant Date FV (USD) | Vesting & Terms |
|---|---|---|---|
| Stock Awards (RSUs) | Initial grant upon Aug 2024 election and pro‑rata annual grant for partial year | $127,887 | Director Initial Grant: 25% RSUs/75% options; vests in full at 1‑year anniversary; Annual Grant: mix subject to director choice (up to 100% RSUs beginning 2025), vest on earlier of 1‑year or next annual meeting; accelerated vesting upon “sale event” |
| Option Awards | Initial grant + pro‑rata annual grant | $383,723 | Exercise price = closing price on grant date; 10‑year term; same vesting as above (time‑based); accelerated on “sale event” |
No director performance metrics (e.g., revenue/EBITDA/TSR hurdles) apply to non‑employee director equity; vesting is time‑based per policy .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other Public Company Boards | The Carlyle Group (public); count shown as 1 for Rubenstein |
| Committee roles elsewhere | Not disclosed in Moderna proxy |
| Potential interlocks/conflicts | Company discloses no related‑party transactions >$120,000 since Jan 1, 2024 involving directors/affiliates |
Expertise & Qualifications
- Provides insight on geopolitical trends, policy and international affairs as Moderna scales globally .
- Founder/CEO experience, investor acumen, and public company governance/financial reporting expertise .
- Board seeks directors with strategic leadership, industry understanding, and time/availability; Rubenstein added in Aug 2024 as part of board refresh .
Equity Ownership
| Metric | As of Dec 31, 2024 | As of Sep 30, 2025 |
|---|---|---|
| Shares held | Not disclosed | 1,527 |
| Options (exercisable/unvested) | 9,116 unvested (none vested) | 9,116 that are or will be immediately exercisable or vest within 60 days |
| RSUs (unvested) | 1,527 unvested | Not separately disclosed (included in beneficial count context) |
| Total beneficial shares | Not disclosed | 10,643 (includes shares held and shares acquirable within 60 days) |
| Ownership % of outstanding | Not disclosed | <1% (“*” less than one percent; based on 390,580,775 shares outstanding) |
| Ownership guidelines | Non‑employee directors must hold ≥6× annual cash retainer ($480,000) by the later of Dec 31, 2024 or five years from appointment | |
| Compliance status | New directors (<5 years) have until fifth anniversary to comply; specific compliance for Rubenstein not yet required |
Policies impacting alignment and risk:
- Anti‑hedging/anti‑pledging: Directors prohibited from hedging or pledging Moderna securities; margin pledges also prohibited .
- Stock ownership policy counts only owned shares (no credit for vested, unexercised options); mandatory hold requirements on vested RSUs until guideline met .
Governance Assessment
- Strengths: Independent Audit Committee membership; robust audit/cyber/internal control oversight; director equity largely at‑risk via options/RSUs; strong anti‑hedging/anti‑pledging and ownership guidelines; and positive shareholder support (91% say‑on‑pay approval in 2024), indicating investor confidence in governance and pay design .
- Alignment: Director compensation skewed toward equity ($127,887 RSUs; $383,723 options vs $40,000 cash in 2024), supporting alignment with shareholder outcomes; director can elect higher RSU mix beginning in 2025, which reduces option risk but maintains equity exposure .
- Independence/engagement: Listed as independent; attended 83% of meetings during onboarding; overall Board attendance strong at 95% in 2024; Audit Committee independence affirmed .
- Conflicts/related parties: No related‑party transactions >$120,000 disclosed involving directors; Audit Committee reviews/approves related‑party transactions per policy, mitigating conflict risk .
- Red flags: None disclosed regarding pledging/hedging, tax gross‑ups, or option repricing (re‑pricing prohibited without shareholder approval); change‑of‑control acceleration exists for director equity (“sale event”)—common but should be monitored for potential entrenchment optics .