Moderna, Inc. filed a Form 8-K on November 13, 2026, disclosing a Transitional Services and Retirement Agreement with Chief Legal Officer Shannon Thyme Klinger, outlining the terms of her departure from the company.

Key Highlights

  • Retirement date: Shannon Thyme Klinger will continue employment until March 31, 2027, at which point she will retire from Moderna.
  • Severance amount: Ms. Klinger will receive aggregate severance payments of $1,628,300, representing twelve months of base salary plus her current annual target bonus, paid in substantially equal biweekly installments over twelve months following the Retirement Date.
  • COBRA coverage: The company will pay Ms. Klinger's COBRA premiums until September 30, 2028, subject to earlier termination under specified conditions.
  • Litigation-linked payments: Ms. Klinger is eligible for up to $2,500,000 contingent on Moderna prevailing in litigation with Arbutus Biopharma Corporation and Genevant Sciences, GmbH, and up to $5,500,000 subject to the outcome of litigation with Pfizer, Inc., BioNTech SE, and related parties.
  • Continued compensation through transition: Until the Retirement Date, Ms. Klinger will continue to receive her current base salary, benefits, and vesting in outstanding equity awards.
  • 2026 bonus eligibility: Ms. Klinger will be eligible to receive a 2026 performance bonus based on her target bonus multiplied by the corporate performance factor determined by the board of directors.

Terms of Shannon Thyme Klinger's Departure from Moderna

According to the filing, Moderna, Inc. (NASDAQ:MRNA) entered into the Retirement Agreement with Ms. Klinger on November 13, 2026. The agreement provides that Ms. Klinger will remain employed through March 31, 2027, during which time she will transition her duties as requested by the company. The filing states she will "be deemed to have resigned from all officer positions with the Company on the earlier of the Retirement Date and such date as is designated by the Company."

The filing discloses that post-retirement severance of $1,628,300 will be paid in substantially equal biweekly installments over twelve months. This amount, the filing states, represents "twelve months of base salary plus her current annual target bonus." The company will additionally cover COBRA premiums through September 30, 2028, subject to earlier termination if Ms. Klinger becomes eligible for health coverage from a subsequent employer or ceases to qualify for COBRA coverage.

The Retirement Agreement also includes two contingent payment provisions tied to ongoing litigation. According to the filing, Ms. Klinger may receive $2,500,000 if Moderna is the prevailing party in proceedings with Arbutus Biopharma Corporation and Genevant Sciences, GmbH, and up to $5,500,000 depending on the result of proceedings involving Pfizer, Inc., BioNTech SE, and related parties. The filing notes the agreement "includes releases of claims and certain other standard terms and conditions," and was signed on behalf of Moderna by Chief Financial Officer James M. Mock.

What Was Disclosed

Moderna disclosed the retirement terms of Chief Legal Officer Shannon Thyme Klinger, including a March 31, 2027 departure date, $1,628,300 in severance, COBRA premium coverage through September 2028, and contingent litigation-linked payments totaling up to $8,000,000.