Elizabeth Nabel
ModernaAbout Elizabeth Nabel
Elizabeth Nabel, M.D. (age 73) is an independent director of Moderna and has served on the Board since 2015; she was a member from December 2015 to July 2020 and rejoined in March 2021 following her retirement from Brigham Health. She currently serves on the Compensation and Talent Committee and the Product and Technology Committee, and recorded 100% attendance in 2024. Her credentials include leadership roles across academic medicine, NIH, and biopharma, with membership in the U.S. National Academy of Medicine.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brigham Health (Harvard-affiliated) | President | 2010–2021 | Led large hospital organization; informs payer insights and human capital management |
| Harvard Medical School | Professor of Medicine | 2010–2021 | Academic leadership; healthcare and regulatory insights |
| National Heart, Lung, and Blood Institute (NIH) | Director | 1999–2009 | Federal leadership; regulation and approval strategy perspective |
| ModeX Therapeutics | EVP, Strategy | 2021–2022 | Strategy role; company acquired by OPKO Health in 2022 |
| OPKO Health, Inc. | Chief Medical Officer | Until August 2023 | Post-acquisition role; now consultant to OPKO and ModeX |
| OPKO Health & ModeX Therapeutics | Consultant | Current | Ongoing advisory engagements |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Medtronic plc | Director | Since 2014 | Public company board service |
| Lyell Immunopharma, Inc. | Director | Since 2021 | Public company board service |
| Accolade, Inc. | Director | Since 2021 | Public company board service |
Board Governance
- Committees: Compensation and Talent Committee (members: Dr. Nader—Chair, Dr. Nabel, Ms. Tallett; 5 meetings in 2024; meets heightened Nasdaq independence requirements) and Product & Technology Committee (continuing director roster shown elsewhere; P&T formed by combining product development and science/technology committees in 2024 self-evaluation) .
- Independence: The Board determined all current directors except the CEO are independent under SEC and Nasdaq rules; directors must pre-clear new roles with the Nominating Committee/Chief Legal Officer to assess conflicts; service on other boards is limited per Corporate Governance Guidelines .
- Attendance and effectiveness: Full Board met six times in 2024; each director attended at least 75% of aggregate Board and applicable committee meetings; all directors attended the 2024 Annual Meeting; non-employee directors meet in regular executive sessions and the Chair is independent; an independent third party facilitated the 2024 Board self-evaluation leading to committee composition updates .
- Director stock ownership policy: Non-employee directors must hold at least 6× the annual Board cash retainer (i.e., $480,000 of Moderna stock) by the later of Dec 31, 2024 or five years after becoming subject to the policy; as of Dec 31, 2024, only longer-tenured directors had met the requirement, while others appointed <5 years prior (including Dr. Nabel rejoining in 2021) were still within the compliance window .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $100,000 | As reported for Dr. Nabel in the 2024 non-employee director compensation table |
| Annual Board Retainer (non-employee directors) | $80,000 | Paid quarterly; pro-rated for partial-year service |
| Committee Chair Fee (additional annual retainer) | $20,000 | Paid to committee chairs; pro-rated |
| Non-Executive Chairman Additional Retainer | $50,000 | Additional annual retainer |
Performance Compensation
| Component | Grant Date Fair Value (2024) | Vesting | Key Terms |
|---|---|---|---|
| Stock Awards (RSUs) | $119,566 | Full vest on earlier of 1-year from grant or next annual meeting (if continuous service) | Directors can elect mix of RSUs/options; up to 100% RSUs beginning with 2025 Annual Grant |
| Option Awards | $358,812 | Full vest on earlier of 1-year from grant or next annual meeting (if continuous service) | Exercise price = closing price on grant date; 10-year term; number determined via 20-day average price and Black-Scholes ratio; full acceleration upon “sale event” per 2018 Stock Plan |
| Performance Metrics Tied to Director Compensation | Disclosed? |
|---|---|
| Revenue growth, EBITDA, TSR, ESG metrics | None disclosed for non-employee director awards (time-based vesting) |
Other Directorships & Interlocks
| Company | Relationship to Moderna | Potential Interlock/Conflict Considerations |
|---|---|---|
| Medtronic plc; Lyell Immunopharma, Inc.; Accolade, Inc. | External public boards | Board requires pre-clearance for new roles and annually evaluates relationships; Board determined Dr. Nabel is independent; no related-party transactions >$120,000 since Jan 1, 2024 were reported |
Expertise & Qualifications
- Education: B.A., St. Olaf College; M.D., Cornell University Medical College; postgrad training in internal medicine and cardiovascular diseases at Brigham and Women’s Hospital and Harvard University .
- Technical/regulatory expertise: Decades in healthcare delivery and NIH leadership, enabling insight into regulatory and payer dynamics; drug development perspective via executive/director roles; human capital management experience from hospital leadership .
- Recognition: Elected member of the U.S. National Academy of Medicine .
Equity Ownership
| As-of Date | Shares Held Directly | Options Held | RSUs (Unvested) | Vested vs. Unvested Options | Beneficial Ownership Total | Ownership % of Outstanding |
|---|---|---|---|---|---|---|
| Dec 31, 2024 | — | 19,550 | 979 | 13,882 vested; remainder unvested | — | — |
| Mar 5, 2025 | 2,105 | Part of 20,529 combined options/unvested RSUs | Included in 20,529 | Not broken out in this footnote | 22,634 implied at later date; see below | — |
| Sep 30, 2025 | 3,084 | 19,550 (exercisable within 60 days) | — | Immediately exercisable or vest within 60 days | 22,634 (3,084 + 19,550) | <1% (“*” denotes <1%) |
Notes:
- The beneficial ownership table is based on 390,580,775 shares outstanding as of Sep 30, 2025; Dr. Nabel’s beneficial ownership is less than 1% .
- As of Dec 31, 2024, the company disclosed option and RSU status detail for Dr. Nabel; as of Mar 5, 2025, the combined figure of options/unvested RSUs the director had the right to acquire within 60 days was 20,529 .
Governance Assessment
- Strengths: Independent status; 100% 2024 attendance; service on Compensation and Talent and Product & Technology committees; committee independence confirmed; Board conducts third-party facilitated self-evaluations and rotates committee leadership; robust stock ownership policy (6× cash retainer), with holding requirements on vested RSUs until guidelines met .
- Alignment: 2024 compensation mix for non-employee directors emphasizes equity (options and RSUs) with time-based vesting; exercise price set at market-close on grant date and 10-year life; acceleration on sale events per plan. Beginning 2025, directors may elect up to 100% RSUs, potentially shifting mix toward full equity without options, which could modestly alter risk incentives at the margin .
- Potential conflicts: Dr. Nabel serves as consultant to OPKO Health and ModeX; Moderna’s Board pre-clears external roles and annually evaluates relationships; the company reports no related-party transactions >$120,000 since Jan 1, 2024 involving directors or affiliated entities .
- Attendance and engagement: Board met six times in 2024; all directors met at least 75% attendance; Dr. Nabel achieved 100%; non-employee directors meet in executive sessions; independent Chair presides—consistent with effective oversight .
- Ownership guideline status: Requirement is $480,000 of Moderna stock by the later of Dec 31, 2024 or five years after becoming subject to the policy; given Dr. Nabel rejoined in March 2021, her deadline falls after 2024, and she remains within the compliance window; directors subject to holding portions of vested RSUs until compliance achieved .
RED FLAGS
- None identified in filings: no related-party transactions >$120,000 since Jan 1, 2024; no pledging disclosed; committee interlocks or insider participation not present in the Compensation and Talent Committee; directors meet independence standards .