Paul Sagan
ModernaAbout Paul Sagan
Independent director of Moderna since 2018, age 66, with prior CEO experience at Akamai and deep expertise in digital infrastructure, cybersecurity, and scaling technology-driven businesses. He holds a B.S. from Northwestern University’s Medill School of Journalism. In 2024 he served on the Audit Committee and the Nominating & Corporate Governance Committee and attended 100% of his meetings; the Board class term for his seat expires in 2026. The Board has determined he is independent under Nasdaq/SEC rules, and he is also designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Akamai Technologies, Inc. | CEO; President (various periods 1999–2013) | 1999–2013 | Led scale-up of a global internet infrastructure leader; brings finance, human capital, and cybersecurity insight to Moderna’s board work |
| Time Warner | Senior management roles; helped found RoadRunner, Pathfinder, NY1 | Prior to Akamai | Digital product creation/operator background informs Moderna’s digitization and cyber oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| General Catalyst | Catalyst Advisor; previously Managing Director | Joined 2014; MD in 2018 | Venture advisor background; subject to Moderna pre-clearance for new roles to manage conflicts |
| VMware, Inc. | Director (past) | 2014–2023 | Only public board disclosed in profile; not currently on other public boards per proxy bio |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent (all directors except CEO are independent) |
| Board tenure at Moderna | Director since 2018; current term expires 2026 |
| Committees | Audit; Nominating & Corporate Governance |
| Committee chair roles | None disclosed |
| Audit committee financial expert | Yes (Board-designated) |
| Attendance | 100% in 2024; Board met 6 times; Audit met 7 times; N&CG met 3 times |
| Executive sessions | Non‑employee directors meet at regularly scheduled sessions without management |
| Board service limits | Non-executive directors should serve on no more than three other public boards; pre-clearance required for any new roles to assess conflicts |
| Board structure | Staggered board; 9 directors (8 independent) |
Fixed Compensation (Director)
| Year | Cash Retainer | Committee Chair/Chairman Fees | Total Cash | Notes |
|---|---|---|---|---|
| 2024 | $80,000 | $0 | $80,000 | Standard annual retainer; no meeting fees |
Performance Compensation (Director equity)
| Grant/Event | Date | Instrument | Amount/Count | Key Terms |
|---|---|---|---|---|
| Annual director grant (2024) | 2024 (table value for year) | Stock options | $478,395 (grant-date fair value) | Options exp. 10 yrs; strike at close on grant date; vest fully by next AGM/1 year; choice of mix governed by policy |
| Form 4 award | 2024‑05‑06 | Stock options | 7,557 options at $122.13 | Director equity award reported on Form 4 |
| Form 4 open‑market purchase | 2025‑03‑03 | Common stock | 31,620 shares at $31.76 | Post‑txn ownership shown at 312,027 (indirect) |
| Form 4 award | 2025‑04‑30 | Stock options | 25,512 options at $28.54 | Director equity award reported on Form 4 |
Notes on director equity program and vesting:
- Initial director grant: $400,000 target value; since 2021 delivered 75% options/25% RSUs; vests in full after one year of service .
- Annual grant: $425,000 target; directors historically chose options/RSU mix (up to 25% RSUs), and beginning 2025 may elect up to 100% RSUs; vests in full by next AGM/1 year; option term 10 years; strike = grant date close .
- Change-of-control: director equity subject to full accelerated vesting upon a “sale event” under the 2018 Stock Plan .
Other Directorships & Interlocks
| Company | Role | Timeframe | Interlock/Conflict Note |
|---|---|---|---|
| VMware, Inc. | Director | 2014–2023 | Past service only; no interlocks disclosed in proxy |
| General Catalyst | Catalyst Advisor | 2014–present (advisor; MD in 2018) | New roles require pre‑clearance; related‑party transactions policy overseen by Audit Committee |
Expertise & Qualifications
- Former public company CEO (Akamai) with finance/accounting, digital/cybersecurity, and scaling expertise; valuable to Moderna as it digitizes operations and manages cyber/technology risk .
- Board‑designated audit committee financial expert, enhancing oversight of financial reporting, internal controls, and cyber risk within Audit Committee scope .
Equity Ownership
| Holder/Category | Shares/Options | Detail/Footnote |
|---|---|---|
| Total beneficial ownership | 627,009 | <1% of outstanding (based on 386,622,604 shares) |
| Direct/Trust/LLC holdings | 494,133 | 703 (Sagan); 312,027 (Paul Sagan Revocable Trust); 166,452 (The Chatham Trust); 14,951 (Erwin Park LLC) |
| Options exercisable within 60 days | 132,876 | Included in beneficial ownership count |
| Stock ownership guideline | 6x annual board retainer ($480,000) | Director policy; as of 12/31/2024, Sagan owned more than required amount |
| Hedging/pledging | Prohibited for directors, officers, and employees | Company policy prohibits hedging/pledging of Moderna securities |
| Shares pledged as collateral | None disclosed | No pledging disclosed for Sagan |
Insider Trades (Form 4)
| Transaction Date | Type | Securities | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2024-05-06 | Award (Option) | 7,557 options | $122.13 | 7,557 options reported; see filing for running totals | https://www.sec.gov/Archives/edgar/data/1682852/000112760224014470/0001127602-24-014470-index.htm |
| 2025-03-03 | Open market purchase | 31,620 shares | $31.76 | 312,027 (indirect) shown in filing | https://www.sec.gov/Archives/edgar/data/1682852/000112760225007904/0001127602-25-007904-index.htm |
| 2025-04-30 | Award (Option) | 25,512 options | $28.54 | 25,512 options reported; see filing for running totals | https://www.sec.gov/Archives/edgar/data/1682852/000112760225012945/0001127602-25-012945-index.htm |
Fixed Compensation (Program Structure for Directors)
| Element | Amount | Notes |
|---|---|---|
| Board annual retainer | $80,000 | Paid quarterly; pro‑rated for partial-year service |
| Non-Executive Chairman retainer | $50,000 | Additional to board retainer |
| Committee chair fee | $20,000 | Per committee chair role |
| Meeting fees | None disclosed | Not part of program |
Director Compensation – 2024 (Actuals)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $80,000 |
| Stock Awards | $0 |
| Option Awards (grant-date fair value) | $478,395 |
| All Other Compensation | $0 |
| Total | $558,395 |
Related Party / Conflicts Controls
- Independence determination: Board determined all directors except the CEO are independent; no family relationships among directors/officers .
- Pre‑clearance: Directors must pre‑clear any new board roles with the Nominating Committee Chair and CLO to assess conflicts .
- Related‑party transactions: None >$120,000 since January 1, 2024; Audit Committee oversees policy and approvals .
- Compensation committee interlocks: None in the prior three years .
SAY‑ON‑PAY & Shareholder Feedback (Context)
- 2024 say‑on‑pay support: 91% approval; investor outreach conducted on governance and compensation design evolution (e.g., PSU weighting, retention concerns) .
Governance Assessment
- Positives for investor confidence:
- Independent director with 100% attendance and meaningful committee workload; designated “audit committee financial expert,” strengthening financial and cyber oversight .
- Strong alignment: exceeds director stock ownership guideline; made an open‑market purchase in March 2025, signaling confidence; recent option awards align with standard board program terms and vesting .
- Clear conflict controls and no related‑party transactions disclosed; hedging/pledging prohibited .
- Watch items:
- Venture advisory role (General Catalyst) requires ongoing pre‑clearance vigilance for potential overlaps; current proxy reports no related‑party dealings .
- Company’s staggered board persists (Board rationale provided); some investors prefer annual elections—mitigated by adoption of majority voting and proxy access in 2024 .
Conclusion: Sagan brings CEO‑level operating experience in digital infrastructure and finance, strong engagement and independence, and clear alignment through ownership and open‑market buying. No material conflicts or red flags are disclosed; governance signals are supportive of board effectiveness.