Stéphane Bancel
ModernaAbout Stéphane Bancel
Stéphane Bancel (age 52) has served as Moderna’s Chief Executive Officer since October 2011; he holds a Master of Engineering from École Centrale Paris, an M.S. in Chemical Engineering from the University of Minnesota, and an M.B.A. from Harvard Business School . Moderna generated $3.1B in net product sales in 2024 vs. $6.7B in 2023, while advancing 11 late‑stage programs; the company reduced cash operating costs by 27% in 2024 . TSR alignment analysis shows 3‑year TSR ranked at the 1st percentile with CEO realizable pay at the 7th percentile, and 5‑year TSR at the 100th percentile with CEO realizable pay at the 8th percentile; 92% of the CEO’s 2024 target compensation was at‑risk .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| bioMérieux SA | Chief Executive Officer | ~5 years prior to Oct 2011 | Led a global diagnostics business; experience informs commercialization and operations at Moderna . |
| Eli Lilly and Company | Managing Director, Belgium; Executive Director, Global Manufacturing Strategy & Supply Chain | Jul 2000 – Mar 2006 | Global manufacturing and supply chain leadership relevant to Moderna’s scaling and cost discipline . |
| bioMérieux (prior to Eli Lilly) | Asia-Pacific Sales & Marketing Director | Pre‑Jul 2000 | Regional commercial leadership; informs go‑to‑market judgment . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Flagship Pioneering | Venture Partner | Current | Strategic venture role; governance context given Moderna’s Chairman affiliation with Flagship . |
| QIAGEN N.V. | Director | 2013 – 2021 | Large-cap diagnostics board service (ended 2021) . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of salary) | Actual Bonus Paid ($) |
|---|---|---|---|
| 2024 | 1,625,885 | 150% (maintained) | 1,965,600 |
| 2023 | 1,563,462 | 150% (maintained) | 1,913,625 |
| 2022 | 1,423,077 | — | 2,700,000 |
Performance Compensation
2024 Annual Bonus Scorecard (Corporate)
| Corporate Objective | Goal Weight | Performance vs Metric | Payout |
|---|---|---|---|
| Product sales | — | $3.1B net product sales (below target) | 3% |
| Operating expenses (before cost of sales) | — | $5.7B (above target) | 11% |
| RSV launch approvals | — | US, EU, Canada approvals (above target) | 13% |
| File flu & flu+COVID | — | Filed all 3 programs (at maximum) | 20% |
| INT studies & manufacturing readiness | — | Mixed (below target) | 8% |
| Late‑stage pipeline advancement | — | Above target (PA pivotal, Norovirus Ph3; MMA design agreed) | 13% |
| Early pipeline & platform | — | 5 INDs/CTAs; platform advanced (above target) | 15% |
| Disciplined investments (ex‑US sites) | — | All 3 sites on track (above target) | 15% |
| People & engagement | — | Engagement 71 (below target) | 4% |
| Final corporate funding | — | — | 102% |
CEO bonus determination: despite 102% corporate funding, Bancel’s payout was 80% of target based on individual assessment and leadership judgment (single 80% multiplier) .
Long‑Term Incentives and Vesting
- 2024 CEO equity mix: 50% stock options, 50% PSUs (shifted from 75% options/25% PSUs in 2023), increasing performance linkage .
- 2024 Grants (CEO):
- Stock options: 151,943 at $96.20 grant price (standard vesting) .
- PSUs: Target 79,571 (3‑year performance period) .
- Standard vesting schedules: options and RSUs vest 25% on first anniversary then 6.25% quarterly over the next 12 quarters; PSUs cliff‑vest at end of the 3‑year period subject to performance .
- PSU outcomes:
- 2022–2024 PSU cycle paid at 55% (threshold on three strategic pillars; target on digital), with material value erosion given stock decline ($149.52 → $30.93) .
- 2021–2023 PSU cycle (for earlier awards) paid at 200% based on multi‑goal over‑achievement (vested Feb 14, 2024) .
Pay‑for‑Performance Alignment
- 3‑year (2022–2024): TSR 1st percentile; CEO realizable TDC 7th percentile (aligned down) .
- 5‑year (2020–2024): TSR 100th percentile; CEO realizable TDC 8th percentile (shareholder‑friendly due to underwater options) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 30,450,387 shares; 7.7% of outstanding (as of Mar 5, 2025) . |
| Ownership breakdown | 5,493,897 direct; 6,564,880 via OCHA LLC; 9,210,686 via Boston Biotech Ventures LLC; 9,180,924 options exercisable within 60 days (as of Mar 5, 2025) . |
| Executive stock ownership guideline | CEO: 7x annual salary; only owned shares count (no credit for unexercised options); hold‑until‑met policy on RSUs . |
| Compliance status | As of Dec 31, 2024, Bancel exceeded required ownership . |
| Hedging/pledging | Prohibited; policy also bans short sales, derivatives, margin, and pledging; executives must use 10b5‑1 plans for sales . |
Employment Terms
| Topic | Terms |
|---|---|
| Role start date & tenure | CEO since October 2011; current role since Oct 2011 . |
| Non‑compete / non‑solicit | Standard agreement: 1‑year post‑termination non‑compete and non‑solicitation; perpetual confidentiality . |
| Severance (not in connection with CoC) | 12 months base salary + target bonus + up to 12 months COBRA; company guideline accelerates 15% of unvested time‑based equity upon involuntary termination after first anniversary of new‑hire grant (CEO estimated cash: $1,638,000 salary; $2,457,000 bonus; $30,425 COBRA; equity acceleration not valued in proxy) . |
| Severance (double‑trigger CoC within 12 months) | Lump‑sum 150% of base salary + 150% of target bonus + pro‑rated current‑year bonus + 18 months COBRA; full acceleration of time‑based equity; PSUs pro‑rated at better of target or actual; CEO estimated equity acceleration value $2,730,351 as of Dec 31, 2024 . |
| Death/Disability | Time‑based equity accelerates (up to $500M cap) + pro‑rated PSUs (estimates per proxy; CEO line showed no quantified value) . |
| Clawback | Board‑adopted policy (expanded 2023) recoups excess performance‑based comp for restatements regardless of fault; also for detrimental conduct causing material harm . |
| Tax gross‑ups | None on severance/CoC; Section 280G cut‑down if beneficial to the executive . |
Board Governance (Director Service and Dual‑Role Implications)
- Director since 2011; 2024 attendance 100%; no board committee memberships .
- Board independence: all directors except Bancel are independent under SEC/Nasdaq rules .
- Leadership structure: Chairman and CEO roles are separated (Chairman is independent), mitigating CEO/board independence concerns while Bancel serves as an inside director .
- Employee directors receive no additional compensation for board service (non‑employee director retainers/equity apply only to independent directors) .
Director/Executive Compensation Program Design and Governance
- At‑risk orientation; 2024 CEO equity mix 50% PSUs/50% options (vs. 25% PSUs/75% options in 2023) .
- Independent Compensation & Talent Committee (members: François Nader (Chair), Elizabeth Nabel, Elizabeth Tallett) with independent advisor Pay Governance LLC .
- No hedging/pledging; no option repricing without shareholder approval; mandatory 10b5‑1 plans for executives .
- 2024 Say‑on‑Pay support: 91%; 2023 Say‑on‑Pay support: 88% .
- Compensation peer group methodology disclosed; updated 2023–2024 peer list to better match Moderna’s profile .
Performance & Track Record (selected 2024 context)
- 2024 net product sales: $3.1B; U.S. retail market share ~40% for Spikevax; launched second product mRESVIA (RSV) .
- Pipeline: 11 late‑stage programs; filings submitted for next‑gen COVID (mRNA‑1283), flu+COVID (mRNA‑1083), and expanded RSV indication; CMV Ph3 advancing; oncology INT Ph3 programs ongoing; Marlborough INT facility build‑out progressing .
- Cost discipline: 27% reduction in cash operating costs in 2024 vs 2023 .
Compensation Structure Analysis (signals)
- Shift toward PSUs in 2024 increases performance linkage; CEO and CFO voluntarily accepted below‑target bonus outcomes (CEO at 80%) in 2024 despite 102% corporate funding, reflecting accountability for commercial shortfalls .
- Special retention equity granted in 2024 to CFO and CLO (not CEO) due to diminished realizable value from stock decline; awards structured with mix of RSUs, options, PSUs (Feb 27) and additional RSUs (Dec 5) to address retention risk in critical roles .
- No hedging/pledging and robust clawback decrease misalignment risk .
Equity Ownership & Selling Pressure Considerations
- Substantial CEO ownership (7.7%) and ownership policy (7x salary) align incentives; policy‑mandated 10b5‑1 plans and prohibitions on hedging/pledging constrain opportunistic or leveraged selling, reducing adverse trading signal risk .
Related Party Transactions and Red Flags
- No related party transactions over $120,000 since Jan 1, 2024 (or 2023 in prior proxy); Audit Committee oversees any related party reviews .
- No tax gross‑ups; no option repricing without shareholder approval; clawback enhanced to no‑fault restatements; insider trading policy tightened (hedging/pledging banned) .
Compensation Peer Group (benchmarking context)
- 2022–2023 peer set included large biopharma with significant commercial revenues and pipelines (e.g., Amgen, Biogen, Gilead, Merck, Pfizer, Vertex) .
- 2023–2024 peer updates removed some names (e.g., AbbVie, Eli Lilly) and added Jazz, aligning to Moderna’s market cap and revenue trajectory .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: 91%, with investor feedback supporting emphasis on equity, PSU weighting, and clear performance goals; management engaged with holders representing >58% of shares (incl. affiliated) on governance/compensation .
- 2023 Say‑on‑Pay approval: 88% and subsequent design enhancements (higher PSU weighting; greater disclosure) .
Investment Implications
- Alignment: Very high insider ownership (7.7%), stringent ownership/hedging/pledging policies, and a high at‑risk pay mix support strong shareholder alignment .
- Retention: CEO did not receive special retention grants in 2024 (unlike CFO/CLO); long‑dated options and PSU structures continue to anchor tenure through multi‑year vesting/performance cycles .
- Incentive design: 2024’s heavier PSU mix and explicit multi‑year financial/pipeline goals heighten performance sensitivity; below‑target CEO bonus despite 102% corporate funding reinforces pay discipline amid commercial volatility .
- Change‑of‑control: Double‑trigger economics (150% salary/bonus, full time‑based equity acceleration, pro‑rated PSUs) could be meaningful but are within market norms; no tax gross‑ups and 280G cut‑down apply .