Stephen Hoge
ModernaAbout Stephen Hoge
Stephen Hoge, M.D. (age 49) serves as President of Moderna, overseeing the commercial organization and cross-functional strategy across R&D, medical affairs, and commercial; he joined Moderna in January 2013 and has served in his current role since November 2024 . He holds a B.A. in Neuroscience from Amherst College and an M.D. from UCSF; prior roles include residency at NYU/Bellevue and partner-level leadership in McKinsey’s healthcare practice . Company performance in 2024 included $3.1B in net product sales amid competitive headwinds , with 3-year TSR ranked at the 1st percentile and 5-year TSR at the 100th percentile versus peers, reflecting the pandemic-era surge and subsequent recalibration .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| McKinsey & Company | Healthcare practice leader; Partner | 2005–2012 | Led strategy engagements across biopharma; developed operating models and commercialization strategies relevant to scaling Moderna’s pipeline . |
| NYU/Bellevue Hospital | Resident Physician | 2004–2005 | Clinical training underpinning translational insight for vaccine and therapeutic development . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No public company board roles or external directorships disclosed in the proxy . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 953,846 | 1,042,308 | 1,083,923 |
| Target Bonus (% of Salary) | 100% | 100% | 100% |
| Actual Bonus ($) | 1,440,000 | 850,500 | 1,447,992 (Corporate factor 102%, Individual 130%) |
Performance Compensation
Annual Incentive – 2024 Corporate Scorecard
| Metric | Weighting | Target | Actual | Committee Assessment | Payout |
|---|---|---|---|---|---|
| Product Sales ($) | Not disclosed | Target $3.8B–$4.4B; Threshold $3.0B–$3.4B | $3.1B net product sales | Below Target | 3% |
| Operating Expense (before CoS) ($) | Not disclosed | Target $5.8B; Threshold $6.4B–$6.1B | $5.7B | Above Target | 11% |
| RSV Launch Approvals | Not disclosed | US + EU approvals | US, EU, Canada approvals | Above Target | 13% |
| File Flu, Flu+COVID, Next-gen COVID | Not disclosed | 2 of 3 filings | All 3 filed | Maximum | 20% |
| INT Clinical & Manufacturing Readiness | Not disclosed | Enrollment/mfg goals | Enrollment met (max/target); Gen 2 not met | Below Target | 8% |
| Late-Stage Pipeline Advancements | Not disclosed | MMA + PA pivotal starts | PA pivotal dosing; Norovirus Ph3; MMA design agreed | Above Target | 13% |
| Early Pipeline & S&T Objectives | Not disclosed | 4 INDs/CTAs; 4/5 S&T | 5 new INDs/CTAs; platform advances | Above Target | 15% |
| Manufacturing Sites Licensure (Aus/Can/UK) | Not disclosed | 2 base + 1 high case | All 3 on track base case | Above Target | 15% |
| Employee Engagement | Not disclosed | Score 72; Threshold 68 | Score 71 | Below Target | 4% |
| Total Funding Outcome | — | — | — | — | 102% |
Hoge’s individual factor was set at 130% for exceptional pipeline execution (four positive respiratory readouts; three BLAs filed), yielding a 133% payout on his 100% target after applying the corporate factor .
Long-Term Incentives – 2024 Annual Equity Mix and Vesting
| Component | Target Value ($) | Vesting | Notes |
|---|---|---|---|
| Stock Options | 2,166,667 | 25% at 1st anniversary; 6.25% quarterly thereafter | Options grant: 43,894 at $96.20 on Feb 27, 2024 . |
| RSUs | 2,166,667 | 25% at 1st anniversary; 6.25% quarterly thereafter | RSUs grant: 22,987 on Feb 27, 2024 . |
| PSUs | 2,166,667 | Cliff after 3-year performance period | PSUs grant: 22,987 target on Feb 27, 2024 . |
Long-Term PSUs – 2022–2024 Program (3-year performance; vested Feb 12, 2025)
| PSU Metric | Weight | Threshold | Target | Actual | Vesting % |
|---|---|---|---|---|---|
| Pan-respiratory combo vaccine approval | 40% | BLA/equivalent filed in 2024 | Licensed in 1+ markets in 2024 | Filed mRNA-1083 (flu+COVID) in U.S. in 2024 | 20% |
| Diversify pipeline beyond respiratory | 30% | POC data in 2+ TAs / 2+ new TAs in Ph1+ | PDC approval to proceed pivotal + Genomics Ph1 | POC in rare metabolic intracellular (PA) and INT | 15% |
| Facilities certified (Aus/Can/UK) | 20% | ≥1 by YE2024 | ≥2 by YE2024 | Canada facility established & certified in 2024 | 10% |
| Digital capabilities | 10% | Committee-evaluated accomplishments | Committee-evaluated accomplishments | Target achieved (AI collaboration, MAESTRO tool) | 10% |
| Total Vesting | — | — | — | — | 55% |
Earned PSUs (selected NEOs): Hoge earned 5,734 PSUs; vest value $177,353 .
Equity Ownership & Alignment
- Beneficial ownership: 5,286,955 shares (1.4% of outstanding) including 1,450,727 held directly, 151,933 via family trust, 4,116 via Valhalla LLC, and 3,680,179 underlying options/RSUs exercisable/vesting within 60 days of Mar 5, 2025 .
- Ownership guidelines: President required to hold 6× salary; as of Dec 31, 2024, Hoge met/exceeded requirements .
- Hedging/pledging: Prohibited for executives and directors; 10b5-1 trading plans required for sales .
- 2024 exercises/sales: No stock option exercises by NEOs; Hoge had 34,073 shares vesting from stock awards (value $2,999,995) .
Selected Outstanding Awards at 12/31/2024 (illustrative grants)
| Grant | Type | First Vest Date | Status/Count | Exercise Price | Market Value Basis |
|---|---|---|---|---|---|
| Feb 27, 2024 | Options | Feb 27, 2025 | 43,894 unexercisable | $96.20 | $41.58 closing price on 12/31/24 |
| Feb 27, 2024 | RSUs | Feb 27, 2025 | 22,987 unvested | — | $41.58 closing price on 12/31/24 |
| Feb 27, 2024 | PSUs | — | 22,987 target | — | Vests post-performance determination |
Employment Terms
| Provision | Details |
|---|---|
| Employment status | At-will; offer letter terms plus confidentiality/assignment; non-compete and non-solicit covenants for 1 year post-termination . |
| Severance (no change-in-control) | 12 months base salary; target bonus for year of termination; up to 12 months employer health contribution; 15% acceleration of outstanding time-based equity; PSUs eligible pro rata based on actual performance (no acceleration) . |
| Change-of-control (double trigger) | Lump sum 150% base salary; 150% target bonus plus pro-rated target bonus; 18 months employer health contribution; full acceleration of time-based equity; PSUs pro-rated based on better of target or actual performance . |
| Clawback | Company must seek clawbacks for excess performance-based compensation upon restatement regardless of fault; discretionary clawback for detrimental conduct causing material harm . |
| Tax gross-ups | None for golden parachute/excise taxes (280G/4999); reduction if beneficial to executive . |
| Equity grant timing/pricing | Grants typically on fixed schedule (post-10-K filing); RSUs sized by 20-day average price; options sized using 20-day average × Black-Scholes ratio; options priced at market close of grant date . |
Performance & Track Record
- 2024 operational highlights: Four positive Phase 3 readouts; BLAs filed for next-gen COVID (mRNA-1283), flu+COVID (mRNA-1083), RSV expansion (18–59 high-risk); late-stage oncology INT progressed, manufacturing buildout in Marlborough for INT .
- Commercial and role evolution: Hoge appointed to lead Commercial in Nov 2024 to better align R&D and market execution amid COVID/RSV competition; retail share for Spikevax ~40% in U.S.; international manufacturing buildouts in Australia, Canada, UK .
- Efficiency: Cash operating costs reduced 27% YoY; plan to reduce annual R&D by ~$1B by 2027 versus 2024 .
- TSR context: 3-year TSR rank 1st percentile; 5-year TSR rank 100th percentile versus peer group (Nasdaq Biotechnology Index used for pay-vs-performance) .
Compensation Governance and Shareholder Feedback
- Compensation mix and at-risk pay: For NEOs (ex-CEO) in 2024, equity mix one-third options/RSUs/PSUs; maintaining strong pay-for-performance linkage .
- Peer group and benchmarking: 2023–2024 peer group included major biopharma; updated in Oct 2024 to reflect size/revenue alignment (added Neurocrine, Sarepta; removed Amgen, Gilead, Pfizer) .
- Say-on-pay: 91% approval in 2024, with continued investor support for alignment and equity weighting; Committee uses independent advisor (Pay Governance) .
Compensation Structure Analysis
- At-risk emphasis remains high with meaningful PSU weighting (33% of equity for Hoge), reinforcing long-term milestones (approvals, financial durability, diversification) .
- No option repricing permitted under 2018 plan without shareholder approval; mitigates shareholder-unfriendly modifications .
- Equity award timing controls and fixed dating reduce opportunistic grant timing risk .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; sales via 10b5-1 only, reducing misalignment concerns .
- No tax gross-ups; robust clawback and double-trigger CoC reduce governance risk .
- Product sales shortfall (3% payout on sales metric) underscores execution risk during post-pandemic market normalization .
Investment Implications
- Alignment: Hoge’s high at-risk mix (options/RSUs/PSUs) and ownership guideline compliance (≥6× salary) support investor alignment; hedging/pledging bans and 10b5-1 requirements reduce adverse signaling from discretionary sales .
- Retention risk: While CFO/Chief Legal Officer received special retention grants due to underwater equity, Hoge did not; his above-target bonus and strong pipeline execution signal engagement, but continued market pressure could weigh realizable pay, making performance equity outcomes pivotal for retention .
- Trading signals: No 2024 option exercises by NEOs and structured vesting suggest limited near-term selling pressure; watch for PSUs determinations and annual grant cadence post-10-K for potential event clustering .
- Execution risk: Sales underperformance and competitive dynamics in COVID/RSV markets remain key headwinds; the step-up in filings and expected approvals could re-rate pay outcomes and equity value if commercialization ramps to plan .