Shannon Thyme Klinger
ModernaAbout Shannon Thyme Klinger
Shannon Thyme Klinger (age 53) is Moderna’s Chief Legal Officer and Corporate Secretary, joining in June 2021. She oversees legal, corporate governance, IP, litigation, compliance, privacy, ESG strategy, and global security, and serves as President of the Moderna Charitable Foundation . Company performance context in her tenure: 2024 net product sales were $3.1B and cash operating costs fell 27% year over year ; the stock transitioned from pandemic-era highs (~$480 in Aug-2021) to below $24 in Sep-2025 , with a three-year stock-price decline from $149.52 to $30.93 driving PSU payout at 55% for the 2022–2024 tranche .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Novartis | Chief Legal Officer; Chief Ethics, Risk & Compliance; Global Head of Litigation; Global Head of Legal at Sandoz (division) | 2008–2021 | Led legal and compliance across global pharma operations; executive committee member; supported major regulatory, litigation, and IP strategies . |
| Barr Laboratories | Senior legal role (in-house) | n/a | Began in‑house legal career; pharma regulatory and litigation foundations . |
| Solvay Pharmaceuticals | Senior Vice President and General Counsel | n/a | Led legal for branded pharma portfolio; corporate governance and commercial contracting . |
| Alston & Bird | Partner | n/a | Complex litigation and life sciences regulatory practice . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Moderna Charitable Foundation | President | 2021–present | Oversees charitable strategy, grants and ESG-linked initiatives supporting public health and scientific education . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $692,590 | $784,616 | $829,468 |
| Target Bonus (% of Salary) | 90% | 90% | 90% |
| Actual Bonus Paid ($) | $756,000 | $583,200 | $763,776 |
| Stock Awards ($) | $1,112,728 | $1,460,282 | $11,507,317 |
| Option Awards ($) | $1,112,705 | $1,460,295 | $4,252,615 |
| All Other Compensation ($) | $47,173 | $24,103 | $15,525 |
| Total Compensation ($) | $3,721,196 | $4,312,496 | $17,368,701 |
Performance Compensation
- 2024 annual bonus outcome: Corporate scorecard funded at 102%; Ms. Klinger individual performance assessed at 100%, resulting in payout at target (reflected in table above) .
- 2022–2024 PSUs: Program paid 55% against goals (pipeline diversification, combination vaccines, manufacturing expansion, digital capabilities); vested value materially below target due to stock price decline ($149.52 to $30.93) .
| Component | Metric/Goal | Weighting | Target | Actual | Payout | Vesting Terms |
|---|---|---|---|---|---|---|
| Annual Bonus (2024) | Corporate scorecard (sales, cost efficiency, pipeline/filed BLAs, INT readiness, rare diseases, early pipeline, disciplined investment, talent) | n/a | 100% of target | 102% corporate; 100% individual | Paid per formula (see bonus in Fixed Compensation) | Cash paid after year-end |
| PSUs (2022–2024) | Multi-year strategic goals (diversification, combo vaccines, global manufacturing, digital capabilities) | Part of LTI mix | Target shares | 55% achievement | 55% of target | 3-year performance period; settle ~Q1 post period, pro-rata if employed ≥1 year |
Equity Awards and Vesting Schedules
- Annual LTI mix: For Executive Committee (non-CEO), one-third stock options, one-third RSUs, one-third PSUs in 2024 .
- Special Retention Equity Awards (2024):
- February 27, 2024 ($4M): $3M stock options; $1M RSUs. Options vest 50% at year 2 and 50% at year 3; RSUs vest quarterly over one year .
- December 5, 2024 ($8M): 100% RSUs vesting over four years; first vesting on 12/5/2025 .
| Grant Date | Award Type | Shares/Units | Exercise Price | Expiration | First Vest | Vesting Schedule |
|---|---|---|---|---|---|---|
| 6/7/2021 | Options | 42,169 (36,897 exercisable; 5,272 unexercisable as of 12/31/2024) | $219.57 | 6/7/2031 | 6/7/2022 | 25% at 1-year; then quarterly |
| 6/7/2021 | RSUs | 2,278 (unvested as of 12/31/2024) | — | — | 6/7/2022 | 25% at 1-year; then quarterly |
| 3/1/2022 | Options | 15,091 (10,374 exercisable; 4,717 unexercisable) | $149.52 | 3/1/2032 | 3/1/2023 | 25% at 1-year; then quarterly |
| 3/1/2022 | RSUs | 1,164 (unvested) | — | — | 3/1/2023 | 25% at 1-year; then quarterly |
| 3/1/2022 | PSUs | 3,721 (at target; paid 55%) | — | — | — | 3-year performance; settled 2/12/2025 at 55% |
| 2/28/2023 | Options | 20,040 (8,767 exercisable; 11,273 unexercisable) | $138.81 | 2/28/2033 | 2/28/2024 | 25% at 1-year; then quarterly |
| 2/28/2023 | RSUs | 2,959 (unvested) | — | — | 2/28/2024 | 25% at 1-year; then quarterly |
| 2/28/2023 | PSUs | 5,260 (at target) | — | — | — | 3-year performance to 12/31/2025 |
| 2/27/2024 | Options | 23,635 (unvested) | $96.20 | 2/27/2034 | 2/27/2025 | 25% at 1-year; then quarterly |
| 2/27/2024 | Options | 60,216 (unvested) | $96.20 | 2/27/2034 | 2/27/2026 | 50% at year 2; 50% at year 3 |
| 2/27/2024 | RSUs | 12,377 (unvested) | — | — | 2/27/2025 | Quarterly over one year |
| 2/27/2024 | RSUs | 2,653 (unvested) | — | — | 5/27/2024 | Quarterly over one year |
| 2/27/2024 | PSUs | 12,377 (at target) | — | — | — | 3-year performance to 12/31/2026 |
| 12/5/2024 | RSUs | 188,761 (unvested) | — | — | 12/5/2025 | Four-year vest (annual) |
Note: Executives are required to pre‑plan sales via 10b5‑1 plans; hedging, pledging, and short sales are prohibited .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 108,760 shares (<1% of outstanding) . |
| Breakdown | 28,170 shares held directly; 80,590 shares underlying options/RSUs that are or will be exercisable or vest within 60 days of 9/30/2025 . |
| Ownership Guidelines | Executive Committee members must hold Moderna stock equal to 3× salary; only owned shares count; until compliant, must hold 50% of shares from vested RSUs (for those first subject on/after 1/1/2021) . |
| Hedging/Pledging | Prohibited by Insider Trading Policy (no derivatives, margin pledging, or short sales) . |
| Sales History | Neither Mr. Mock nor Ms. Klinger has exercised a stock option or sold shares from RSU vesting beyond tax withholding since joining (through Nov-2024) . |
Employment Terms
- Executive Severance Plan: Double-trigger change of control required for severance and equity acceleration (termination without cause or resignation for good reason within 12 months of CoC) .
- Potential Payments (assuming qualifying termination on 12/31/2024):
- Not in connection with CoC: 12 months salary ($832,000), target bonus ($748,800), 12 months COBRA ($19,750), accelerated vesting (15% of unvested time-based equity; estimated $1,310,810) .
- In connection with CoC: 18 months salary ($1,248,000), 150% of target bonus plus pro‑rated current year target ($1,872,000), 12 months COBRA ($29,625), equity acceleration ($9,212,215) .
- Death/Disability: acceleration of time-based awards up to a cap, plus pro‑rata PSUs; estimated equity value $8,739,783 .
- Clawback Policy: Applies to performance-based compensation; recoup for restatements or detrimental conduct causing material harm; updated in May 2023 to comply with Nasdaq standards and mandate recovery for financial misstatements regardless of misconduct (limited exceptions) .
Compensation Structure Analysis
- Cash vs Equity Mix: 2024 total comp heavily equity-weighted (stock awards $11.5M; options $4.25M), consistent with retention and alignment emphasis amid stock price drawdown .
- Shift Toward RSUs: Special awards in Dec-2024 were 100% RSUs vesting over 4 years (lower risk vs options), intended to rebuild realizable value and retention for critical leaders .
- At-Risk Pay: Bonus outcomes tied to company scorecard; PSUs tied to multi-year strategic goals; PSU payout at 55% supports pay-for-performance rigor during period of stock underperformance .
- No Repricing: Company stock plan prohibits option repricing without shareholder approval .
- Independent Oversight: Compensation & Talent Committee (independent directors) and independent advisor (Pay Governance) govern design and decisions .
Say-on-Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: 91% support; investors endorsed heavy equity orientation and increased PSU weighting; Committee retained PSUs at 33% for executives in 2024 .
- Governance Enhancements: Majority voting in uncontested director elections, proxy access, special meeting right adopted in 2024; ongoing investor engagement on compensation and retention matters .
Company Performance (Context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $18,435,000,000* | $6,671,000,000* | $3,109,000,000* |
| EBITDA ($) | $9,768,000,000* | $(3,618,000,000)* | $(3,756,000,000)* |
*Values retrieved from S&P Global.
Additional doc-based context: 2024 net product sales $3.1B ; cash operating costs down 27% year-over-year .
Risk Indicators & Red Flags
- Insider Selling Pressure: Large RSU tranche (188,761) begins vesting 12/5/2025; expect orderly selling via 10b5‑1 plans; hedging/pledging prohibited .
- Legal/Compliance Alignment: Robust clawback and prohibited transactions policy; no special executive retirement plans or tax gross‑ups .
Investment Implications
- Strong alignment mechanisms (ownership guidelines, clawback, 10b5‑1, no hedging/pledging) mitigate misalignment risks, while special RSU-heavy retention grants materially reduce near-term resignations risk for a critical control function .
- Vesting schedule suggests periodic supply from RSU settlements (notably starting Dec-2025), but insider sale activity historically constrained to tax withholding; monitor Form 4s for any shift in selling behavior .
- Severance and CoC economics are moderate (12–18 months salary; 100–150% target bonus; equity acceleration), with double-trigger protection—limiting windfall optics and aligning with shareholder-friendly norms .
- Pay-for-performance credibility remains intact (PSU 55% payout and bonus differentiation), although the shift toward RSUs reflects necessary retention amid significant equity value compression; investors should weigh this against broader pipeline/approval milestones and commercialization execution .