Moderna set March 31, 2027, as the planned retirement date for Chief Legal Officer Shannon Thyme Klinger, with a filing detailing conditional severance and payments tied to litigation outcomes.
A Form 8-K Moderna filed with the Securities and Exchange Commission on Nov. 13 says Klinger is eligible for $1,628,300 in severance. The amount reflects her current annual salary and target bonus, and Moderna would pay it through regular payroll over 12 months after separation.
Klinger is expected to remain employed through the planned date as she transitions her responsibilities. Moderna is searching for a successor, and Klinger may work with the incoming chief legal officer. At Moderna’s request, she may leave her officer positions earlier without ending her employment; employment could end early if Moderna terminates her for cause, she dies or becomes disabled, or she resigns.
During the transition, she will continue to receive salary, benefits and equity vesting. She is eligible for a 2026 bonus based on a $771,300 target and a corporate performance multiplier set by Moderna’s board, provided she remains employed through March 31, 2027, or an earlier bonus-payment date.
Klinger may qualify for $2.5 million tied to the defined Arbutus Proceedings if Moderna prevails and no court or arbitrator order, judgment or award requires it to pay Arbutus Biopharma Corporation, Genevant Sciences GmbH or their designees. Other agreement conditions also apply.
A separate provision covers the Pfizer Proceedings involving Pfizer, Inc., BioNTech SE and related parties. Klinger may receive a payment only if Moderna recovers money or other consideration of commercial value from those proceedings, including through settlement; the amount would be the lesser of $5.5 million or the total recovery, subject to agreement conditions and applicable deductions and withholdings. Moderna says it wants Klinger to stay engaged during the transition and continue working toward favorable outcomes in its pending litigation.
If Klinger timely elects COBRA continuation and pays her share of the premiums and applicable administrative fees, Moderna will continue its share of her medical, dental and vision premiums until Sept. 30, 2028, or earlier if she becomes eligible for benefits through another employer or her COBRA coverage ends.
