Tracey Franklin
ModernaAbout Tracey Franklin
Tracey Franklin, 45, is Moderna’s Chief People and Digital Technology Officer, overseeing talent strategy and digital transformation; she joined Moderna in October 2019 as Chief Human Resources Officer and moved into her current role in November 2024. She holds a B.A. in Communication Arts and Sciences from Penn State and a Master’s in Industrial and Organizational Psychology from Fairleigh Dickinson; prior to Moderna, she spent 2004–2019 at Merck in global HR leadership roles across Europe, the UK/Ireland, and the U.S. . Company performance during her tenure has transitioned from pandemic highs to a post‑pandemic rebuild: revenues declined from $18.4B (FY22) to $3.1B (FY24) with net losses in FY23–FY24, while Moderna reported a 3‑year TSR at the 1st percentile and a 5‑year TSR at the 100th percentile versus peers, reflecting the boom‑bust dynamic and long‑term outperformance from earlier value creation ; FY24 net product sales were $3.1B .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Merck & Co. | Vice President, HR Chief Talent & Strategy Officer; EMEA HR lead; UK/Ireland HR head; Global HR Operations leader | 2004–2019 | Led global HR programs and regional HR for EMEA/UK, driving talent strategy and large‑scale HR execution across geographies . |
External Roles
- Not disclosed in the proxy for public company directorships or external committee roles specific to Franklin .
Fixed Compensation
| Element | 2024 Disclosure | Notes |
|---|---|---|
| Base salary | Not disclosed | Franklin was not a Named Executive Officer (NEO) in 2024, and individual pay tables cover only NEOs (Bancel, Hoge, Mock, Klinger) . |
| Target bonus % | Not disclosed | Target bonuses are set annually by the Compensation Committee based on role and peer data; applies to executive officers generally . |
| Actual bonus paid | Not disclosed | Corporate bonus funding was 102% of target; individual payouts vary by executive performance but only NEOs are detailed . |
The proxy discloses NEO compensation; Franklin’s individual pay is not reported because she was not an NEO in 2024 .
Performance Compensation
Moderna’s executive incentive architecture for 2024:
- Equity mix: CEO 50% options/50% PSUs; other Executive Committee members (including Franklin) one‑third options, one‑third RSUs, one‑third PSUs .
- PSUs: 3‑year performance cycles; 2024 PSU class added long‑term financial metrics and pipeline execution beyond respiratory .
- Annual bonus: Corporate scorecard aligned to product sales, cost discipline, pipeline milestones, and people/culture .
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Product Sales | — | Threshold: $3.0B (0%) to $3.4B (50%); Target: $3.8B–$4.4B (100%) | $3.1B net product sales | 3% |
| Operating Expense (ex‑COGS) | — | Threshold: $6.4B (0%)–$6.1B (50%); Target: $5.8B | $5.7B | 11% |
| RSV launch approvals | — | US; Target US+EU | US, EU, Canada approved | 13% |
| Filings (Flu, Flu+COVID, Next‑gen COVID) | — | File 2 of 3 | Filed all 3 | 20% |
| INT (melanoma and non‑melanoma) | — | Enrollment thresholds; Gen 2 process in study | Enrollment max/target; Gen 2 not achieved | 8% |
| Late‑stage pipeline (MMA/PA) | — | Initiate 1 study (threshold)/both (target) | Initiated PA pivotal, Norovirus Ph3; MMA design agreed | 13% |
| Early pipeline & S&T | — | 4 INDs/CTAs + S&T goals | 5 INDs/CTAs; advanced platform | 15% |
| Regional manufacturing readiness | — | Base/high‑case site readiness | All 3 sites on track for 2025 base case | 15% |
| People & engagement | — | 72 target (68 threshold) | 71 | 4% |
| Corporate funding outcome | — | — | — | 102% |
2022–2024 PSUs paid at 55% (vested value ~11% of grant target reflecting stock decline from $149.52 to $30.93) .
Equity Ownership & Alignment
| Policy/Mechanism | Detail |
|---|---|
| Stock ownership guidelines | CEO 7x salary; President 6x; other Executive Committee 3x salary; only owned shares count; RSU holding requirements until compliant . |
| Hedging/pledging | Prohibited for all executives and directors; short sales, derivatives, margin, and pledging are barred . |
| 10b5‑1 plans | Executives required to use 10b5‑1 trading plans for sales; pre‑clearance and open windows required; reinforces orderly selling and reduces MNPI risk . |
| Clawback | Applies to performance‑based comp for Executive Committee; triggers include financial restatement or detrimental conduct causing material harm; updated to mandate recovery for excess pay due to misstatement under Nasdaq rules . |
| Option repricing | Not permitted under the 2018 Stock Plan without shareholder approval . |
| Director/equity plan design context | Option exchange in late 2025 excluded Executive Committee and directors; designed to be value‑neutral and anti‑dilutive for non‑Executive Committee employees . |
Employment Terms
| Provision | Standard Terms (Executive Severance Plan) |
|---|---|
| Involuntary termination (no change‑in‑control) | 12 months’ base salary; 12 months’ target bonus; up to 12 months employer health premium contribution; subject to release and covenant reaffirmation . |
| Change‑in‑control (double‑trigger) | 150% of base salary (lump sum); 150% of target bonus plus pro‑rated current‑year bonus; 18 months employer health premium equivalent; full acceleration of time‑based equity; pro‑rated acceleration of PSUs based on better of target or actual performance . |
| Tax gross‑ups | No tax gross‑ups for parachute payments; payments may be reduced to maximize after‑tax benefit if excise taxes apply . |
| Equity grant governance | Executive Committee grants approved by Comp Committee/Board; delegated authority for SVP and below includes CEO and Chief People & Digital Technology Officer . |
The plan’s detailed payout table is disclosed for NEOs; Franklin’s specific eligibility is not individually enumerated in the proxy (NEOs are explicitly covered). Executive Committee governance practices and clawback/ownership policies apply to her role .
Company Performance (context for pay‑for‑performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $18,435,000,000 | $6,671,000,000 | $3,109,000,000 |
| EBITDA (USD) | $9,768,000,000* | $(3,618,000,000)* | $(3,756,000,000)* |
| Net Income (USD) | $8,362,000,000 | $(4,714,000,000) | $(3,561,000,000) |
- Values retrieved from S&P Global.
Investment Implications
- Compensation alignment: Franklin’s incentive mix (options/RSUs/PSUs) ties her outcomes to long‑term financial goals and pipeline execution beyond respiratory; clawback, ownership, and 10b5‑1 requirements reduce misalignment risks and opportunistic selling .
- Insider selling pressure: Mandatory 10b5‑1 plans and trading window controls, combined with anti‑hedging/pledging rules, lower near‑term selling pressure risk; absence of individual Form 4 details in proxy suggests monitoring future filings for signal changes .
- Retention and change‑in‑control economics: Robust double‑trigger protections and equity acceleration support continuity through strategic inflection points; however, they also create potential event‑driven payout leverage—watch for any M&A chatter or governance shifts .
- Execution risk and value creation: Corporate scorecard shows cost discipline and pipeline momentum offset by weak product sales, consistent with transitional commercial dynamics; Franklin’s remit over digital productivity and talent is directly tied to operating leverage and scaling efficiency .
- Shareholder sentiment: 91% say‑on‑pay approval indicates broad support for program design even amid stock drawdown; continued linkage to multi‑year financial metrics should be a positive for pay‑for‑performance credibility .