The prior year say-on-pay vote received 77% support, above the 70% threshold that would require demonstrated change, and the company has made visible responsive actions including freezing 2026 base salaries and bonus targets, granting no special retention awards to executives, and tightening the peer group. CEO total compensation of approximately $19.9 million is heavily weighted toward at-risk pay (91% variable per the proxy), which is structurally sound even though Moderna's stock has underperformed — the key question for pay level is whether the program design is appropriate, and the PSU track record (2022 PSUs vesting at 55% of target, 2023 PSUs at 50%) and underwater stock options show that actual realized pay has been materially reduced in line with shareholder experience. The pay-for-performance alignment check is satisfied because realizable CEO pay ranked at the 20th percentile among peers over three years, consistent with TSR ranking at the bottom of the peer group.

Non-audit fees (tax advisory plus other fees totaling $214,987) represent approximately 4.2% of audit fees ($5,140,389), well below the 50% threshold that would raise independence concerns; Ernst & Young is a Big 4 firm appropriate for a company of Moderna's size, and no material restatements were disclosed; auditor tenure was not disclosed in the proxy, so the tenure trigger does not fire per policy.