Sandra Horning
ModernaAbout Sandra Horning
Sandra Horning, M.D., age 76, has served on Moderna’s Board since 2020 and is currently Chair of the Product and Technology Committee and a member of the Nominating and Corporate Governance Committee . She is a former Chief Medical Officer and Global Head of Product Development at Roche (2014–2019), previously Global Head of Oncology Clinical Science (2009–2013), and a tenured Professor of Medicine at Stanford; she was ASCO President (2005–2006) and served on Foundation Medicine’s board (2015–2018) . Her education includes an M.D. from University of Iowa, internal medicine training at University of Rochester, and post‑graduate fellowship at Stanford .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roche | Chief Medical Officer & Global Head of Product Development | 2014–2019 | Led development with 15 medicine approvals across multiple therapeutic areas |
| Roche | Global Head of Oncology Clinical Science | 2009–2013 | Oncology portfolio leadership |
| Stanford University School of Medicine | Professor of Medicine (Emerita); practicing oncologist & investigator | ~25 years; Emerita status noted | Clinical research and academic leadership |
| American Society of Clinical Oncology (ASCO) | President | 2005–2006 | Professional society leadership |
| Foundation Medicine | Director | 2015–2018 | Board oversight in oncology diagnostics |
External Roles
| Company | Role | Tenure | Interlocks/Conflicts |
|---|---|---|---|
| Revolution Medicines, Inc. | Director | Since 2023 | No related‑party transactions disclosed with Moderna |
| Gilead Sciences, Inc. | Director | Since 2020 | No related‑party transactions disclosed with Moderna |
| Olema Pharmaceuticals, Inc. | Director | Since 2020 | No related‑party transactions disclosed with Moderna |
| EQRx, Inc. | Director | 2021–2023 | No related‑party transactions disclosed with Moderna |
Board Governance
- Committee leadership: Chair, Product & Technology Committee (created Jan 1, 2025 by merging Product Development and Science & Technology), continuing under Dr. Horning’s leadership . Member, Nominating & Corporate Governance Committee (2024 meetings: 3; Chair: Dr. Nader) .
- Independence: Board determined all directors except the CEO are independent under SEC and Nasdaq rules; no family relationships among directors/executives .
- Attendance and engagement: 2024 attendance 95% ; 2023 attendance 94% .
- Board service limits: Policy limits are ≤3 other public company boards (for non‑executive directors) in addition to Moderna; directors must pre‑clear new roles for conflict assessment—current directors are in compliance . Dr. Horning’s three concurrent public boards comply with the limit .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $100,000 | $100,000 |
| Annual Board Cash Retainer ($) | $80,000 | $80,000 |
| Committee Chair Fee ($) | $20,000 | $20,000 |
| Meeting Fees | Not disclosed | Not disclosed |
Performance Compensation
| Equity Awards (Grant Date Fair Value) | 2023 | 2024 |
|---|---|---|
| Stock Awards (RSUs) ($) | — | $119,566 |
| Option Awards ($) | $381,269 | $358,812 |
| Total Director Compensation ($) | $481,269 | $578,378 |
| Equity Grant Parameters | 2023 | 2024 | 2025 Policy Update |
|---|---|---|---|
| Initial Grant Target Value ($) | $400,000 (75% options / 25% RSUs; 1‑yr vest) | $400,000 (same) | $400,000 (same) |
| Annual Grant Target Value ($) | $425,000; director choice up to 25% RSUs; vest at earlier of 1‑yr or next AGM | $425,000; up to 25% RSUs; same vest | $425,000; directors may elect up to 100% RSUs; same vest |
| Option Exercise Price | Closing price on grant date | Closing price on grant date | Closing price on grant date |
| Option Expiration | 10 years | 10 years | 10 years |
| Award Sizing Basis | 20‑day trailing avg price; Black‑Scholes ratio for options | 20‑day trailing avg price; Black‑Scholes ratio for options | 20‑day trailing avg price; Black‑Scholes ratio for options |
| Change‑of‑Control | Full accelerated vesting upon “sale event” under 2018 Stock Plan | Full accelerated vesting upon “sale event” | Full accelerated vesting upon “sale event” |
Other Directorships & Interlocks
| Entity | Nature | Notes |
|---|---|---|
| Revolution Medicines; Gilead; Olema; EQRx | Public boards | Listed “Other Public Boards”; current roles at REV, GILD, OLMA; prior EQRx |
| Related‑party transactions | Company policy & disclosures | No transactions >$120,000 with directors/officers/5% holders since Jan 1, 2023, excluding ordinary compensation; Audit Committee oversees related‑party review |
Expertise & Qualifications
- Deep R&D/product development leadership, including oversight leading to 15 medicine approvals; informs clinical development, regulatory engagement, and commercialization readiness .
- Academic and clinical oncology expertise from Stanford tenure enhances science oversight on the Board .
- Prior public company board experience in healthcare contributes to governance practices and industry insight .
Equity Ownership
| Ownership Detail | As of | Value |
|---|---|---|
| Shares Beneficially Owned | March 7, 2024 | 51,114; less than 1% (“*”) |
| Stock Options Outstanding (Total) | Dec 31, 2023 | 49,742 |
| Stock Options Vested | Dec 31, 2023 | 43,607 |
| Stock Ownership Guidelines | Requirement | Deadline | Status |
|---|---|---|---|
| Directors | 6x annual cash retainer ($480,000 of Moderna stock) | By Dec 31, 2024 or Dec 31 following 5th anniversary of appointment, whichever later | For non‑employee directors appointed <5 years before Dec 31, 2024 (including Dr. Horning, appointed 2020), compliance deadline is Dec 31, 2025 |
Governance Assessment
- Board effectiveness: As Chair of the Product & Technology Committee, Dr. Horning anchors scientific and development oversight after committee consolidation, signaling targeted governance of pipeline execution and R&D trade‑offs . Her Nominating & Governance role (3 meetings in 2024) indicates active participation in board refreshment and governance enhancements (proxy access, majority voting, special meeting rights) .
- Independence and conflicts: Independent under Nasdaq/SEC standards; no family relationships; no related‑party transactions involving directors/officers >$120k since 1/1/2023—low conflict risk profile .
- Engagement: Strong attendance (95% in 2024; 94% in 2023) demonstrates commitment to oversight during a period of portfolio prioritization and cost discipline .
- Pay structure and alignment: Director pay is predominantly equity with time‑based vesting, sized off market averages; 2024 added RSUs to options, and 2025 policy allows up to 100% RSUs—this increases certainty vs options but remains at‑risk via share price; change‑of‑control provides accelerated vesting, typical but worth monitoring for alignment .
- Workload risk: She sits on three other public company boards—the maximum under Moderna’s guideline for non‑executive directors—which warrants ongoing monitoring for time commitments, though the company confirms compliance and pre‑clearance procedures for new roles .
- Red flags: None evident regarding related‑party exposure, pledging/hedging, attendance, or independence based on proxy disclosures .