Moderna 8-K

Leadership change

Chief Legal Officer Klinger to retire March 2027 with $1.63M severance and conditional payouts tied to Arbutus/Genevant and Pfizer/BioNTech litigation.

Filed 2026-11-13 16:01 ET

Summary

Chief Legal Officer Shannon Thyme Klinger retirement agreement. She will remain employed through 03/31/2027, transition her duties, and resign from all officer positions by that date or an earlier date designated by the company.

Key Figures

  • Through her retirement date, Klinger will continue to receive her current salary and benefits, vest in outstanding equity awards, and be eligible for a 2026 performance bonus based on her target bonus and the board-determined corporate performance factor.
  • Severance: $1.63M, paid in substantially equal installments over 12 months after the retirement date, plus COBRA premiums through 09/30/2028, subject to earlier termination if she obtains other health coverage or loses COBRA eligibility.
  • Conditional litigation payments: $2.5M if the company prevails in its current and related future proceedings with Arbutus Biopharma and Genevant Sciences; up to $5.5M based on the outcome of current and related future proceedings with Pfizer, BioNTech and related parties.

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