Jacqueline Miller
ModernaAbout Jacqueline Miller
Dr. Jacqueline Miller, M.D., age 53, is Moderna’s Chief Medical Officer (CMO). She joined Moderna in May 2020 and has served as CMO since November 2024, overseeing development strategy across vaccines and therapeutics and leading the Company’s development organization . She holds a B.A. in Biological Sciences from the University of Chicago and an M.D. from Northwestern University; she completed pediatric training at the Children’s Hospital of Philadelphia . Company context during her tenure: Moderna advanced to a multi-product company and submitted multiple respiratory vaccine BLAs in 2024; revenues declined from pandemic highs and the company posted expenses exceeding revenues in 2023–2024, with a net loss expected again in 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Moderna | Chief Medical Officer | Nov 2024–present | Oversees development strategy across vaccines and therapeutics; leads development organization |
| GlaxoSmithKline (GSK) | Vice President, Clinical Research and Development | 2005–2020 | Senior clinical R&D leadership relevant to vaccines and therapeutics |
External Roles
No public company directorships or external board roles for Dr. Miller are disclosed in the 2025 proxy .
Fixed Compensation
- Individual base salary, target bonus %, and actual bonus amounts for Dr. Miller are not disclosed in the 2024 Summary Compensation Table (she was not a Named Executive Officer in 2024) .
Performance Compensation
- Executives receive long-term incentives via stock options, RSUs, and performance-based RSUs (PSUs) with standardized vesting; PSUs are tied to multi-year strategic and financial objectives .
Long-Term Incentive Vehicles and Standard Vesting
| Long-term incentive vehicle | Standard vesting schedule | Description |
|---|---|---|
| Stock Options | 25% on first anniversary; 6.25% quarterly over next 12 quarters | Incentivize long-term stock price appreciation |
| RSUs | 25% on first anniversary; 6.25% quarterly over next 12 quarters | Build ownership and reward stock price growth; less dilutive than options |
| PSUs | Cliff vest at end of 3-year performance period | Link pay to long-term strategic and financial objectives |
PSU Key Metrics (Company Framework)
| Grant Year | Key Metrics |
|---|---|
| 2023 | Approvals for respiratory disease programs and growing U.S. market share; advancing Individualized Neoantigen Therapy (INT) |
| 2024 | Delivering on key externally communicated financial goals through 2026; executing on late-stage pipeline beyond respiratory |
| 2025 | Maintaining cash balances over performance period; obtaining new product approvals in key markets |
Note: Weightings, targets, and individual payouts for Dr. Miller’s PSUs were not disclosed (PSU metric framework is company-wide) .
Equity Ownership & Alignment
| Policy/Practice | Requirement/Status | Notes |
|---|---|---|
| Executive Stock Ownership Policy | Other Executive Committee members must own Moderna stock equal to 3× annual salary by the 5th anniversary of becoming subject to the policy | Individuals first subject on/after Jan 1, 2021 must hold 50% of shares underlying vested RSUs until compliant; no credit for vested/unexercised options |
| Hedging/Pledging | Prohibited for executives, directors, and employees | Aligns incentives; reduces risk of misalignment |
| 10b5‑1 Trading Plans | Required for executive sales (including option exercises) | Designed to reduce opportunistic selling and manage insider trading risk |
| Individual Ownership | Not disclosed for Dr. Miller | 2025 beneficial ownership table lists NEOs and directors; Miller not listed individually |
Employment Terms
Company-wide executive policies and severance/change‑in‑control economics (applicable to executive participants under the Executive Severance Plan):
| Scenario | Cash Severance | Bonus Treatment | Health Benefits | Equity Vesting | Citations |
|---|---|---|---|---|---|
| Termination not in connection with a change in control (involuntary termination without cause or resignation for good reason) | 12 months of base salary (salary continuation) | Target annual bonus paid over 12 months | Up to 12 months of monthly employer health contribution (COBRA equivalent) | Company severance guidelines: 15% accelerated vesting of outstanding, unvested time-based awards if termination occurs after first anniversary of new hire grant date | |
| Termination in connection with a change in control (double trigger within 12 months post‑CoC) | Lump sum equal to 150% of base salary (higher of pre‑termination or pre‑CoC) | Lump sum equal to 150% of target bonus plus pro‑rated current‑year bonus | Lump sum equal to 18 months of employer health contribution | Full acceleration for time‑based awards; PSUs pro‑rated based on better of target or actual performance | |
| Death or Disability | — | — | — | Accelerate unvested time-based equity on same terms as employees up to $500M cap; PSUs pro‑rated |
Additional governance/compensation policies:
- Clawback: Board/Comp Committee may recoup excess performance-based compensation for restatements or detrimental conduct causing material harm; updated in 2023 to comply with Nasdaq’s rules and mandate clawback of excess pay due to financial errors regardless of fault .
- No tax gross‑ups on change‑in‑control/severance payments; Section 280G/4999 reductions apply if beneficial to executive net after tax .
- No hedging/pledging; no option repricing under the 2018 Stock Plan without shareholder approval .
Investment Implications
- Alignment and retention: Required ownership (3× salary) and mandatory 10b5‑1 trading plans support long-term alignment and reduce opportunistic selling; double‑trigger CoC terms and standardized vesting strengthen retention during strategic transitions .
- Insider selling pressure: With 10b5‑1 plans required and standard quarterly vesting, any selling would likely be pre‑scheduled; absence of individual Form 4 and ownership disclosures for Dr. Miller limits near‑term selling pressure assessment—monitor future proxies and Section 16 filings .
- Execution risk: As CMO, Miller oversees development across a pipeline that reached multiple BLA submissions in 2024 (RSV, next‑gen COVID, flu+COVID combo) and advanced oncology/rare disease programs; promotion indicates reliance on internal talent for pipeline execution, but company‑level financial headwinds (declining post‑pandemic revenues; expected 2025 net loss) heighten performance pressure on development timelines and approvals .
- Pay-for-performance linkage: Company PSU metrics emphasize product approvals and multi‑year financial goals; hedging/pledging prohibition, clawback policy, and no gross‑ups indicate shareholder‑friendly governance that reduces red‑flag risk, though individual compensation outcomes for Miller were not disclosed for 2024 .