Elizabeth Tallett
ModernaAbout Elizabeth Tallett
Elizabeth Tallett, age 75, has served on Moderna’s Board since 2020 and is currently Chair of the Audit Committee and a member of the Compensation & Talent Committee; she recorded 100% Board meeting attendance in 2024 and is classified as an independent director under Nasdaq and SEC rules . She earned a dual first class honours degree in Mathematics and Economics from the University of Nottingham and is recognized for governance and finance expertise, including designation as an “audit committee financial expert” by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hunter Partners, LLC | Principal | 2002–2015 | Strategic advisory across pharma/biotech/medical devices; ongoing consulting with early-stage healthcare companies |
| Transcell Technologies Inc. | President & CEO | Not disclosed | Executive leadership in biotech commercialization |
| Centocor Pharmaceuticals | President | Not disclosed | Senior operating leadership in biopharma |
| Parke-Davis | Executive Committee Member | Not disclosed | Senior governance in pharma operations |
| Warner-Lambert Company | Director of Worldwide Strategic Planning | Not disclosed | Corporate strategy leadership |
| Biotechnology Council of New Jersey | Founding Member | Not disclosed | Industry ecosystem development |
| Solebury School (PA) | Chair, Board of Trustees | Not disclosed | Non-profit board leadership |
| Awards | FT Outstanding Director; NACD Directorship 100 | 2015; 2019 | Governance recognition |
External Roles
| Company | Role | Tenure/Status | Notes |
|---|---|---|---|
| Elevance Health, Inc. (formerly Anthem) | Chair | Director since 2013; Chair since 2018 | Large U.S. health insurer; payer exposure |
| Qiagen N.V. | Director | Since 2011 | Global diagnostics/tools company |
| Principal Financial Group | Director (Prior) | 2001–2021 | Prior public board service |
| Meredith Corporation | Director (Prior) | 2008–2021 | Prior public board service |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation & Talent Committee member; Board determined Tallett meets heightened independence standards and is an “audit committee financial expert” .
- Meeting cadence and attendance: Board held 6 formal meetings in 2024; Board’s overall attendance was 95%; Tallett’s Board attendance was 100% .
- Audit Committee activity: 7 meetings in 2024; responsibilities include financial reporting integrity, ICFR oversight, internal audit oversight, related-party review, and cybersecurity/technology risk oversight .
- Compensation & Talent Committee activity: 5 meetings in 2024; responsibilities include executive/director pay design, talent/succession oversight, and use of independent advisor (Pay Governance) .
- Independence and conflicts process: All directors except the CEO are independent; directors must pre-clear new directorships and significant employment changes with the Nominating Committee to assess potential conflicts .
- Board leadership: Chairman and CEO roles are separated; non-employee directors meet in regular executive sessions without management .
- Service limits: Non-employee directors generally limited to three other public boards (executives limited to one); the Board states all directors complied in the year .
Fixed Compensation
| Component | Policy | 2024 Actuals (Tallett) |
|---|---|---|
| Annual Board cash retainer | $80,000 per year | $100,000 (includes cash retainer plus committee chair fee) |
| Committee chair fee | $20,000 per chair role | Included in $100,000; Audit Chair |
| Non-executive Chair fee | $50,000 (not applicable to Tallett) | — |
Director cash retainers are paid quarterly and pro-rated for partial year service or time in chair roles .
Performance Compensation
- Non-employee director equity program: At each annual meeting, continuing directors receive equity targeted at $425,000; delivery can be in stock options and/or RSUs, with full vesting on the earlier of one year from grant or next annual meeting; options carry a 10-year term with exercise price set to closing price on grant date; director awards fully accelerate on a “sale event” .
- Mix choice: Since April 2022 directors could elect up to 25% RSUs; beginning with the 2025 annual grant, directors can elect up to 100% RSUs .
- 2024 equity received by Tallett: Option Awards grant-date fair value $478,395; no RSU “Stock Awards”; total director compensation $578,395 .
Note: Moderna does not disclose performance metrics for director equity; director grants vest time-based and are not tied to PSU-style metrics disclosed for executives .
Other Directorships & Interlocks
| External Board | Potential Interlock/Exposure |
|---|---|
| Elevance Health (Chair) | As a major health insurer, Elevance is a potential payer counterpart in markets relevant to vaccines/therapeutics; Moderna discloses no related-party transactions over $120,000 since Jan 1, 2024 and Audit Committee reviews any related-party items . |
| Qiagen | Diagnostics/life sciences; no related-party transactions disclosed . |
- Pre-clearance: Moderna requires directors to notify and obtain pre-clearance for new directorships or major role changes to assess conflicts .
- Service limit compliance: Tallett’s two current public boards (Elevance, Qiagen) are within Moderna’s stated limit (≤3 other boards) for non-employee directors .
Expertise & Qualifications
- Financial/accounting and governance expertise (audit committee financial expert) .
- Deep healthcare and biopharma operating experience (Centocor, Parke-Davis, Warner-Lambert) .
- Strategic planning and commercialization experience; recognized for board leadership (FT Outstanding Director 2015; NACD Directorship 100 2019) .
- Education: University of Nottingham, dual first-class honours in Mathematics and Economics .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 5, 2025) | 47,709 shares; less than 1% of outstanding shares |
| Composition | 703 shares held directly; 47,006 shares underlying options/RSUs exercisable/vesting within 60 days |
| Options held (as of Dec 31, 2024) | 47,006 options; 39,449 vested |
| Stock ownership guideline | Non-employee directors must hold ≥6× annual cash retainer ($480,000) by the later of Dec 31, 2024 or Dec 31 following the fifth anniversary of appointment; directors appointed <5 years before Dec 31, 2024 (e.g., Tallett appointed 2020) have until the later date |
| Hedging/pledging policy | Directors prohibited from hedging or pledging Moderna securities |
Governance Assessment
-
Strengths
- Audit Committee Chair with “financial expert” designation; seven Audit Committee meetings in 2024 indicate active oversight of financial reporting, ICFR, internal audit, and cyber risk .
- Independent and fully engaged (100% Board attendance) with service on Compensation & Talent Committee, which uses an independent advisor (Pay Governance) and runs structured pay-for-performance processes .
- Clear conflicts process (pre-clearance of new roles), strong insider-trading controls (no hedging/pledging), and no related-party transactions disclosed for 2024–2025 period .
-
Watch items
- Equity alignment relies primarily on options for 2024 (no RSUs), which link value to stock appreciation; directors may elect up to 100% RSUs beginning in 2025, potentially altering risk/term alignment going forward .
- External chair role at Elevance Health (a major payer) warrants continued monitoring for indirect conflicts; Moderna’s Audit Committee reviews related-party transactions and none were reported since Jan 1, 2024 .
RED FLAGS: None identified in SEC proxy disclosures—no related-party transactions, strong independence procedures, and full attendance .
Investor signals: 2024 say-on-pay approval at 91% suggests broad investor support for compensation governance, which the Compensation & Talent Committee (including Tallett) oversees .