DEF 14A of Alnylam Pharmaceuticals, Inc.

Filed Apr 1, 2024 · FY20230001193125-24-083454

Open on EDGAR

INFORMATION CONCERNING DIRECTOR NOMINEES –
INFORMATION CONCERNING DIRECTOR NOMINEES –
ELECTION OF CLASS II DIRECTORS (PROPOSAL 1)
ELECTION OF CLASS II DIRECTORS (PROPOSAL 1) Alnylam has led the translation of RNAi (RNA interference) from a Nobel Prize-winning discovery into an innovative, entirely new class of medicines. Founded in 2002 by a team of distinguished life sciences leaders, Alnylam’s vision is to harness the potential of RNAi therapeutics to transform the lives of people living with diseases for which there are limited or inadequate treatment options. Our pioneering work delivered the world’s first approved RNAi therapeutics — ONPATTRO® (patisiran) in 2018, GIVLAARI® (givosiran) in 2019, OXLUMO® (lumasiran) in 2020, and AMVUTTRA® (vutrisiran) in 2022. We are advancing a deep pipeline of innovative RNAi-based medicines. We have three classes of directors: Class I, Class II and Class III. At each annual meeting, directors are elected for a term of three years to succeed those whose terms are expiring. The directors are divided as equally as possible among the three classes, and the terms of the three classes are staggered so that only one class is elected by stockholders annually. There are currently four members in each of Class I, II and III. In January 2023, our board expanded its size from eleven to twelve directors and elected Dr. Carolyn R. Bertozzi as a Class III director to fill the newly created vacancy. Dr. Bertozzi’s term expires at the 2025 annual meeting. In March 2023, our board again expanded its size from twelve to thirteen directors and elected Peter N. Kellogg as a Class II director to fill the newly created vacancy. Mr. Kellogg’s term expires at the 2024 annual meeting. In September 2023, Marsha H. Fanucci resigned from our board of directors. Ms. Fanucci was elected to our board of directors in December 2010 and served as a Class III director. In connection with Ms. Fanucci’s resignation, our board reduced its size from thirteen members to twelve members, effective as of September 29, 2023. At the annual meeting, we are proposing the election of four (4) Class II directors to hold office until the annual meeting of stockholders to be held in 2027, or until their respective successors have been duly elected and qualified. Upon the recommendation of our nominating and corporate governance committee, our board has nominated Dennis A. Ausiello, M.D., Olivier Brandicourt, M.D., Peter N. Kellogg and David E.I. Pyott for election to the board of directors as Class II directors. Drs. Ausiello and Brandicourt and Messrs. Kellogg and Pyott are currently serving as Class II directors. Dr. Ausiello has served as a director since 2012, Dr. Brandicourt has served as a director since 2020, Mr. Kellogg has served as a director since 2023, and Mr. Pyott has served as a director since 2015. The persons named in the enclosed proxy will vote to elect each nominee as a Class II director unless the proxy is marked otherwise. Drs. Ausiello and Brandicourt and Messrs. Kellogg and Pyott have indicated their willingness to serve on our board, but if any nominee should be unwilling or unable to serve, the person acting under the proxy may vote the proxy for a substitute nominee designated by our board, unless the board reduces the number of directors accordingly. Each nominee for Class II director receiving a majority of the votes cast by stockholders entitled to vote thereon will be elected to serve on our board. As described more fully below under the heading “Majority Voting Policy,” we have adopted a resignation policy in the event a director nominee does not receive a majority of such votes. Abstentions and broker non-votes, if any, are not counted for purposes of this proposal. The Class II directors elected at this year’s annual meeting will
ELECTION OF CLASS II DIRECTORS (PROPOSAL 1)
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ELECTION OF CLASS II DIRECTORS (PROPOSAL 1)
serve as members of our board until the 2027 annual meeting of stockholders, or until their respective successors are duly elected and qualified.
Class II—Directors/Nominees to be elected at the 2024 annual meeting (terms expiring in 2027)
| Dennis A. Ausiello, M.D. Independent Director Committees: • Nominating and Corporate Governance Committee • Science and Technology Committee Director since: 2012 Age: 78 | Experience, Expertise and Qualifications Dr. Ausiello has served as a member of our board of directors since April 2012. As required by our corporate governance guidelines, Dr. Ausiello offered his resignation to the board of directors upon reaching the age of 75. After considering Dr. Ausiello’s many contributions to the board of directors and his specialized experience in areas critical to our company, our board of directors determined not to accept Dr. Ausiello’s resignation and is recommending Dr. Ausiello for re-election as a director at the 2024 annual meeting of stockholders. Dr. Ausiello serves as the Director of the Center for Assessment Technology and Continuous Health (CATCH), Jackson Distinguished Professor of Clinical Medicine at Harvard Medical School and Physician-in-Chief Emeritus at Massachusetts General Hospital, and served as the Chief of Medicine at Massachusetts General Hospital from 1996 to April 2013. Dr. Ausiello was the President of the Association of American Physicians in 2006. He is a member of the National Academy of Medicine and the American Academy of Arts and Sciences. He also serves as a director of Seres Therapeutics, Inc., Rani Therapeutics Holdings, Inc. and Spexis AG, and he formerly served as a director of Pfizer Inc. Key Contributions to the Board Dr. Ausiello’s experience as a practicing physician, a scientist and a nationally recognized leader in academic medicine enables him to bring valuable insights to our board, particularly as we initiate additional clinical trials, advance our late stage clinical development pipeline and further develop and scale our global commercial operations. In addition, Dr. Ausiello oversaw a large research portfolio and an extensive research and education budget at Massachusetts General Hospital for nearly 20 years, giving him a valuable perspective on drug discovery and development. Through his previous work as the Chief of Medicine at Massachusetts General Hospital, Dr. Ausiello also brings significant leadership, oversight and finance experience to our board. |
Class II—Directors/Nominees to be elected at the 2024 annual meeting (terms expiring in 2027)
| Olivier Brandicourt, M.D. Independent Director Committees: • People, Culture and Compensation Committee • Audit Committee Director since: 2020 Age: 68 | Experience, Expertise and Qualifications Dr. Brandicourt has served as a member of our board of directors since March 2020. Dr. Brandicourt has served as a Senior Advisor at Blackstone, a leading global investment firm, since December 2019. From April 2015 to August 2019, Dr. Brandicourt served as Chief Executive Officer and a member of the board of directors of Sanofi, a global biopharmaceutical company. Prior to Sanofi, he was Chief Executive Officer and Chair of Bayer HealthCare AG, a global life sciences company, from November 2013 to March 2015. Between 2000 and 2013, Dr. Brandicourt served in various operational and managerial positions at Pfizer Inc., a global pharmaceutical company, including as a member of the Executive Leadership Team and President and General Manager of the Emerging Markets and Established Products business units, amongst other roles. Dr. Brandicourt also serves as a director of BenevolentAI and BeiGene, Ltd. Key Contributions to the Board Dr. Brandicourt has over 30 years of global commercial experience in the biopharmaceutical industry, including as a senior leader of three large pharmaceutical companies. Dr. Brandicourt’s operational, global commercial and senior management experience provides a valuable perspective to our board as we advance our late stage clinical development pipeline and further develop and scale our global commercial operations. Dr. Brandicourt’s extensive background in business management and global commercial operations also makes him an asset to our audit and PC&C committees, on which he serves. |
Class II—Directors/Nominees to be elected at the 2024 annual meeting (terms expiring in 2027)
| David E.I. Pyott Independent Director Committees: • Nominating and Corporate Governance Committee (Chair) Director since: 2015 Age: 70 | Experience, Expertise and Qualifications Mr. Pyott served as the Chief Executive Officer of Allergan, Inc., a global specialty pharmaceutical and medical device company, from January 1998 to March 2015 and as the Chair of Allergan’s board of directors from March 2001 until March 2015. Prior to Allergan, Mr. Pyott served as the Head of the Nutrition Division at Novartis AG, a global healthcare company, and as a member of the Executive Committee of Switzerland-based Novartis AG. Mr. Pyott also serves as a director of BioMarin Pharmaceutical Inc. and Pliant Therapeutics, Inc. and as a member of the Supervisory Board of Royal Philips in the Netherlands. Mr. Pyott formerly served as a director of Avery Dennison Corporation. Key Contributions to the Board Mr. Pyott possesses over 30 years of operational, commercial and senior management experience, including his successful tenure as the Chief Executive Officer and Chair of the board of directors at Allergan, where he transformed the company from a small eye care business to a global specialty pharmaceutical and medical device company. His in-depth knowledge of pharmaceutical growth and commercial expansion, combined with his entrepreneurial leadership experience in the healthcare industry, position him well to serve as a member of our board and make significant contributions as we advance our late stage clinical development pipeline and further develop and scale our global commercial operations. Mr. Pyott’s substantial public company governance experience from serving on the boards of several large public companies also makes him an asset to our board and to our nominating and corporate governance committee, which he chairs. |
Class II—Directors/Nominees to be elected at the 2024 annual meeting (terms expiring in 2027)
| Peter N. Kellogg Independent Director Committees: • Audit Committee (Chair) Director since: 2023 Age: 67 | Experience, Expertise and Qualifications Mr. Kellogg served as Executive Vice President and Chief Corporate Strategy Officer of Celgene Corporation, a global biopharmaceutical company, from 2018 to 2019, and had previously served as Executive Vice President and Chief Financial Officer of Celgene since August 2014. Prior to that, Mr. Kellogg was Chief Financial Officer and Executive Vice President of Merck & Co. Inc., a global biopharmaceutical company, from 2007 to 2014. From 2000 to 2007, Mr. Kellogg served as Executive Vice President, Finance and Chief Financial Officer at Biogen, Inc., a biotechnology company. Before that, he served as Senior Vice President, PepsiCo E-Commerce at PepsiCo Inc., a global food and beverage company, from March to July 2000 and as Senior Vice President and Chief Financial Officer, Frito-Lay International, a snack food manufacturer, from 1998 to 2000. Mr. Kellogg also serves as a director of Idorsia Ltd. and previously served as a director on the board of Yield10 Bioscience. Key Contributions to the Board Mr. Kellogg is a proven business, strategic and financial leader who brings to our board over 20 years of experience leading and scaling biotechnology companies and driving strategic transactions. Mr. Kellogg’s background includes executive management roles with responsibility for core financial functions, including investor relations, corporate strategy, business development and alliance management. Mr. Kellogg oversaw Biogen’s mergers with IDEC (Rituxan share) and Fumapharm (Tecfidera), Merck’s acquisition of Schering-Plough (Keytruda), and Celgene’s sale to Bristol-Myers Squibb. Mr. Kellogg’s financial expertise and experience in strategic transactions and organizational scaling will help advance our leading scientific capabilities and commercial performance as we advance our late stage clinical development pipeline and further develop and scale our global commercial operations, and position him well to serve as a member of our board and our audit committee, which he chairs. |
Class III—Directors Whose Terms Expire in 2025
Class III—Directors Whose Terms Expire in 2025
Class III—Directors Whose Terms Expire in 2025
| Carolyn R. Bertozzi, Ph.D. Independent Director Committees: • Nominating and Corporate Governance Committee • Science and Technology Committee Director since: 2023 Age: 57 | Experience, Expertise and Qualifications Dr. Bertozzi has served as the Anne T. and Robert M. Bass Professor of Chemistry at Stanford University since 2015 and as the Baker Family Director of Stanford’s Sarafan ChEM-H Institute since 2021. Since 2000, Dr. Bertozzi has also served as an Investigator at the Howard Hughes Medical Institute. From 1996 to 2015, she was a professor of Chemistry and Molecular and Cell Biology at the University of California, Berkeley. Dr. Bertozzi was jointly awarded the 2022 Nobel Prize in Chemistry and the 2022 Wolf Prize in Chemistry. She is a member of the National Academy of Sciences, the National Academy of Medicine and National Academy of Inventors, as well as the Royal Society (UK), Accademia Nazionale dei Lincei and the German Academy of Sciences Leopoldina. Dr. Bertozzi also serves as a director of OmniAb, Inc. and previously served as a director of Eli Lilly and Company. Key Contributions to the Board Dr. Bertozzi is a pioneer for emerging technology and has founded several biopharmaceutical companies and guided more than a dozen academic and professional organizations and life sciences companies in leadership and board positions. Her deep technical and leadership expertise, as well as her corporate governance experience in the biopharmaceutical industry enables her to make significant contributions to our board, and nominating and corporate governance and science and technology committees, on which she serves, as we initiate additional clinical trials, advance our late stage clinical development pipeline, and further develop and scale our global commercial operations. |
Class III—Directors Whose Terms Expire in 2025
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Class III—Directors Whose Terms Expire in 2025
| Margaret A. Hamburg, M.D. Independent Director Committees: • Nominating and Corporate Governance Committee Director since: 2019 Age: 68 | Experience, Expertise and Qualifications Dr. Hamburg currently serves as Co-President (volunteer) of the InterAcademy Partnership, and as vice chair of the President Biden’s Intelligence Advisory Board. From May 2009 to April 2015, Dr. Hamburg served as the Commissioner of the U.S. Food and Drug Administration (FDA). Most recently, Dr. Hamburg was Interim Vice President, Global Biological Policy and Programs at the Nuclear Threat Initiative. Dr. Hamburg completed a five-year term as Foreign Secretary of the National Academy of Medicine, serving from April 2015 to July 2020 and completed her service as President/Chair of the Board of the American Association for the Advancement of Science (AAAS) in February 2020. From January 2001 to May 2009, Dr. Hamburg worked for the Nuclear Threat Initiative, first as Vice President for biological programs, then as Senior Scientist. From November 1997 to January 2001, Dr. Hamburg served as the Assistant Secretary for Planning and Evaluation in the Department of Health and Human Services. Prior to that, she was New York City’s health commissioner. Dr. Hamburg currently serves on a number of non-profit boards and advisory committees. She is also a Commissioner on the Bipartisan Commission on Biodefense, and a member of the Foreign Affairs Policy Board to the Secretary of State, the Global Health Scientific Advisory Committee for the Bill and Melinda Gates Foundation, and the Harvard Medical School Board of Fellows. She currently chairs the Boards of The Commonwealth Fund, Ending Pandemics and the Advisory Board for the Center on Regulatory Excellence, Duke-NUS School of Medicine in Singapore. Key Contributions to the Board Dr. Hamburg has an extensive background in matters of science, medicine, public health and regulatory issues, having held policy positions in the Obama, Clinton and Reagan administrations, including serving as the Commissioner of the FDA from May 2009 to April 2015. She has performed basic and clinical research at the National Institutes of Health and Rockefeller University. Dr. Hamburg’s distinguished career and expertise in the field brings a unique regulatory and policy perspective, as well as valuable scientific and operational expertise, to our board and our nominating and corporate governance committee as we initiate additional clinical trials, advance our late stage clinical development pipeline and further develop and scale our global commercial operations. |
Class III—Directors Whose Terms Expire in 2025
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Class III—Directors Whose Terms Expire in 2025
| Colleen F. Reitan Independent Director Committees: • Audit Committee • People, Culture and Compensation Committee (Chair) Director since: 2018 Age: 64 | Experience, Expertise and Qualifications Ms. Reitan served as President of Plan Operations of Health Care Service Corporation, or HCSC, the largest customer-owned health insurer in the United States and an independent licensee of Blue Cross and Blue Shield Association, from October 2015 to April 2018. While at HCSC, she also served as the Chief Operating Officer from January 2009 to January 2015. Previously, Ms. Reitan served as President and Chief Operating Officer of Blue Cross Blue Shield of Minnesota from 2006 to 2008. Ms. Reitan also serves as a director of Myriad Genetics, Inc. Key Contributions to the Board Ms. Reitan brings to our board over 30 years of experience in the healthcare payor and reimbursement market, including most recently as President of Plan Operations of HCSC. As we continue to advance our late stage clinical development pipeline and further develop and scale our global commercial operations, Ms. Reitan’s experience with provider network management, strategic planning and business development provide valuable insight to our board and management as we continue to navigate the increasingly complex healthcare payor and reimbursement market and to advance our ongoing commitment to provide innovative value-based agreements and deliver fair value to payors and providers. Ms. Reitan’s extensive background in business management also makes her an asset to our audit committee and our PC&C committee, which she chairs. |
Class III—Directors Whose Terms Expire in 2025
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Class III—Directors Whose Terms Expire in 2025
| Amy W. Schulman Chair of the Board Committees: • Nominating and Corporate Governance Committee Director since: 2014 Age: 63 | Experience, Expertise and Qualifications Ms. Schulman has served as a member of our board of directors since July 2014 and has served as chair of our board since January 2023. Prior to that, she served as our lead independent director from August 2021 to January 2023. Ms. Schulman joined Polaris Partners, a venture capital firm, in August 2014 where she is currently a managing partner. Ms. Schulman also serves as Executive Chair of Lyndra Therapeutics, Inc., a biotechnology company, where she was co-founder and the company’s initial Chief Executive Officer from 2015 to 2019. She also manages the LS Polaris Innovation Fund, which was formed in 2017. From July 2014 to July 2021, Ms. Schulman was a senior lecturer at Harvard Business School. Ms. Schulman was previously the Executive Vice President and General Counsel of Pfizer Inc., a global pharmaceutical company, from May 2008 to July 2014, where she also served as the Business Unit Lead for Pfizer’s Consumer Healthcare business from 2012 to 2013. Before joining Pfizer, she was a partner at DLA Piper, a global law firm. Ms. Schulman also serves as a director of Fractyl Health, Inc. and previously served as a director of SQZ Biotech, Cyclerion Therapeutics, Inc., Hudson Executive Investment Corp. and Hudson Executive Investment Corp. II. Key Contributions to the Board Ms. Schulman’s extensive industry and leadership experience enable her to make significant contributions as chair of our board. Her unique qualifications in a number of critical areas, including commercial strategy and capability building, as well as legal, regulatory and transactional considerations, brings to our board a diverse background. In addition, her experience at Pfizer as Executive Sponsor of Pfizer’s Global Women’s Council, where she helped shape efforts to increase diversity and expand opportunities for both women and men across the company, has been an important resource as we continue to grow our workforce and enhance our DE&I initiatives to support the advancement of our late stage clinical development pipeline and further develop and scale our global commercial operations. This experience also provides a unique and critical perspective for Ms. Schulman in her role as a member of our nominating and corporate governance committee. |
Class III—Directors Whose Terms Expire in 2025
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Class I—Directors Whose Terms Expire in 2026
Class I—Directors Whose Terms Expire in 2026
Class I—Directors Whose Terms Expire in 2026
| Michael W. Bonney Non-Independent Director Director since: 2014 Age: 65 | Mr. Bonney has served as a member of our board of directors since December 2014 and previously served as chair of our board from December 2015 to August 2021 and as executive chair of our board from August 2021 to January 2023. Experience, Expertise and Qualifications Mr. Bonney previously served as the Chair of the board of directors of Kaleido Biosciences, Inc., a biotechnology company, from June 2017 until August 2021. Between August 2018 and October 2020, he served as Kaleido’s Executive Chair, and served as Kaleido’s Chief Executive Officer from June 2017 until August 2018. Mr. Bonney was a Partner at Third Rock Ventures, a healthcare venture firm, from January to July 2016. Mr. Bonney previously served as the Chief Executive Officer and a member of the board of directors of Cubist Pharmaceuticals, Inc., a biopharmaceutical company (now a wholly-owned subsidiary of Merck & Co., Inc.), from June 2003 until his retirement in December 2014. From January 2002 to June 2003, he served as Cubist’s President and Chief Operating Officer. Mr. Bonney previously served as the Chair of the board of directors of Magenta Therapeutics, Inc. and as a director of Bristol-Myers Squibb Company, Celgene Corporation (which was acquired by Bristol-Myers Squibb), Syros Pharmaceuticals, Inc. and Sarepta Therapeutics, Inc. Key Contributions to the Board Mr. Bonney possesses over 30 years of operational, commercial and senior management experience in the biopharmaceutical industry, including his long tenure as the Chief Executive Officer and a director of Cubist. Mr. Bonney also has a keen understanding of the interplay between management and the board and is well-versed in the current best practices in corporate governance and ethics and compliance matters. His breadth of experience and deep commercial background enable him to make significant contributions to our board as we continue to enhance our ethics and compliance function, advance our late stage clinical development pipeline and further develop and scale our global commercial operations. |
Class I—Directors Whose Terms Expire in 2026
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Class I—Directors Whose Terms Expire in 2026
| Yvonne L. Greenstreet MBChB, MBA Chief Executive Officer Director since: 2021 Age: 61 | Experience, Expertise and Qualifications Dr. Greenstreet has served as our Chief Executive Officer since January 2022 and as a member of our board of directors since October 2021. Dr. Greenstreet previously served as our President and Chief Operating Officer from October 2020 until January 2022 and was our Chief Operating Officer from September 2016 to October 2020. Prior to joining Alnylam, Dr. Greenstreet served as the founder and Managing Director of Highgate LLC from January 2014 to August 2016. Prior to that time, Dr. Greenstreet served as Senior Vice President and Head of Medicines Development at Pfizer Inc., or Pfizer, a multinational pharmaceutical company, from December 2010 to November 2013. Prior to joining Pfizer, Dr. Greenstreet worked for 18 years at GlaxoSmithKline plc, or GSK, a multinational pharmaceutical, biologics, vaccines and consumer healthcare company, where she served in various positions, most recently as Senior Vice President and Chief of Strategy for Research and Development and as a member of GSK’s Product Management Board. Dr. Greenstreet currently serves on the Scientific Advisory Committee of the Bill and Melinda Gates Foundation and serves as a director of The American Funds. Dr. Greenstreet previously served on the boards of directors of argenx SE and Pacira BioSciences, Inc. Key Contributions to the Board Dr. Greenstreet has over 25 years of experience in the biopharmaceutical industry, driving strategy and innovation, bringing transformative medicines to patients, and building successful businesses in the U.S., Europe and globally. Dr. Greenstreet’s significant experience in senior management roles at large pharmaceutical companies and her extensive expertise in drug development and commercialization bring a valuable perspective to our board. In addition, Dr. Greenstreet’s in-depth knowledge of our company, gained during her various senior management roles within the company, uniquely enable her to lead our Alnylam P(5)x25 strategy, which focuses on our planned transition to a top-tier biotech company by the end of 2025. |
Class I—Directors Whose Terms Expire in 2026
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Class I—Directors Whose Terms Expire in 2026
| Phillip A. Sharp, Ph.D. Independent Director Committees: • Science and Technology Committee (Chair) Director since: 2002 Age: 79 | Dr. Sharp is a scientific founder of Alnylam and Nobel Prize recipient, and has served as a member of our board of directors since June 2002. Experience, Expertise and Qualifications Dr. Sharp is an Institute Professor Emeritus at the David H. Koch Institute for Integrative Cancer Research, Massachusetts Institute of Technology, or MIT, and was the Founding Director of the McGovern Institute for Brain Research at MIT. Dr. Sharp has been a professor at MIT since 1974. He is a member of the National Academy of Sciences, the National Academy of Medicine and the American Academy of Arts and Sciences. Dr. Sharp also serves as a director of Vir Biotechnology, Inc. and formerly served as a director of Syros Pharmaceuticals, Inc. and Biogen Inc., which he co-founded in 1978. Key Contributions to the Board Dr. Sharp, a leading researcher in molecular biology and biochemistry, brings to our board a fundamental understanding of the core scientific principles of our business. Dr. Sharp received the Nobel Prize for Physiology or Medicine in 1993, received numerous awards and honorary degrees for his scientific work, and served on many advisory boards for the government, academic institutions, scientific societies and companies. Dr. Sharp also has strategic expertise based upon his role as a co-founder and former director of Biogen. As one of our scientific founders, Dr. Sharp’s insight and scientific expertise are invaluable assets to our board when evaluating our strategy and unique challenges as a pioneer in the discovery and development of RNAi therapeutics, and he is uniquely qualified to serve as the chair of our science and technology committee. |
Class I—Directors Whose Terms Expire in 2026
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Class I—Directors Whose Terms Expire in 2026
| Elliott Sigal, M.D., Ph.D. Independent Director Committees: • People, Culture and Compensation Committee • Science and Technology Committee Director since: 2022 Age: 72 | Experience, Expertise and Qualifications Dr. Sigal served as Chief Scientific Officer of Bristol-Myers Squibb, or BMS, a global biopharmaceutical company, from October 2004 to June 2013 and as a member of the BMS board of directors from March 2011 to June 2013. Dr. Sigal joined BMS in 1997 and held positions of increasing responsibility in drug discovery and development and was a member of the executive committee from September 2001 through June 2013. Prior to BMS, Dr. Sigal was Vice President of R&D and Chief Executive Officer for the genomics firm Mercator Genetics Inc. He served as a senior advisor to the healthcare team of New Enterprise Associates, a venture capital firm, from 2014 to 2023. Dr. Sigal currently serves as co-chair of the Scientific Advisory Board for Amgen, Inc. Dr. Sigal also serves as director of Vir Biotechnology, Inc. and formerly served as a director of Adaptimmune Therapeutics plc and Surface Oncology Inc. Key Contributions to the Board Dr. Sigal possesses extensive experience in the biopharmaceutical industry, including decades of senior leadership and board experience at biopharmaceutical companies. Dr. Sigal’s experience bringing numerous medicines to market in multiple therapeutic areas, including cardiometabolic disease, infectious disease, inflammatory disease, neuroscience and oncology, brings valuable experience to our board and our science and technology and PC&C committees, on which he serves, as we advance our late stage clinical development pipeline and further develop and scale our global commercial operations. |
Class I—Directors Whose Terms Expire in 2026
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People, Culture and Compensation Committee
| • | reviewing and making recommendations to our board with respect to non-employee director compensation, including compensation under any equity-based plans; |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Compensation of Directors
Compensation of Directors We compensate our non-employee directors for their service as directors. We do not pay directors who are also our employees any additional compensation for their service as a director. Accordingly, Dr. Greenstreet did not receive any additional compensation for her service as a director during 2023, and Mr. Bonney did not receive any additional compensation for his service as a director for the portion of 2023 during which he also served as our executive chair. Our PC&C committee periodically reviews the compensation we pay our non-employee directors, with input from its independent compensation consultant. Our PC&C committee compares our board compensation to compensation paid to non-employee directors of our peer group companies. Our PC&C committee also considers the responsibilities we ask of our board members along with the amount of time required to perform those responsibilities. In February 2023, our PC&C committee, with the assistance of Pay Governance, performed a comprehensive review of director compensation. Following this review, the PC&C committee and our board of directors determined to adjust certain elements of the cash compensation paid to our non-employee directors, to be more competitive with our peer group.
Compensation of Directors
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Compensation of Directors
The table below reflects the non-employee director compensation that was in effect through March 2023 as well as the changes (in italics) to non-employee director compensation that were approved in February 2023, and went into effect as of April 1, 2023. Increases in fees were pro-rated for 2023 based upon the date of approval and the date of each non-employee director’s committee appointments, as applicable.
Compensation of Directors
| Compensation Type | Compensation Amount Before April 1, 2023 | Compensation Amount as of April 1, 2023 | | Annual Retainer | $55,000 | $60,000 | | Independent Board Chair Fee | $35,000 | $65,000 | | Lead Independent Director | $40,000 | $40,000 | | Committee Chair Fees: | | | | Audit | $25,000 | $25,000 | | People, Culture and Compensation | $20,000 | $20,000 | | Nominating and Corporate Governance | $15,000 | $20,000 | | Science and Technology | $15,000 | $20,000 | | Committee Member Fees: | | | | Audit | $12,500 | $12,500 | | People, Culture and Compensation | $10,000 | $10,000 | | Nominating and Corporate Governance | $7,500 | $10,000 | | Science and Technology | $7,500 | $10,000 | | Initial Stock Option Award (vests ratably in three annual installments) | $600,000 grant-date fair value** | $600,000 grant-date fair value** | | Annual Stock Option Award (vests on one-year anniversary)* | $400,000 grant-date fair value** | $400,000 grant-date fair value** |
Compensation of Directors
| * Each non-employee director is generally eligible for an annual stock option award beginning in the sixth month following his or her election to our board. |
Compensation of Directors
| ** Actual number of non-qualified stock options awarded will be determined on date of grant by dividing the value of the award by the closing price of our common stock on the Nasdaq Global Select Market on such date, further divided by the Black Scholes factor in use at such time. The exercise price of such stock option awards is equal to the closing price of our common stock on the Nasdaq Global Select Market on the date of grant. |
Compensation of Directors
Our board may, in its discretion, increase or decrease the size of the stock option award made to a non-employee director upon election or in connection with the annual stock option award or make other equity awards to our non-employee directors, subject to the limitations contained in our Amended and Restated 2018 Stock Incentive Plan, or the 2018 Plan. Pursuant to the 2018 Plan, the maximum aggregate value for initial and annual non-employee director compensation, including the value of the shares of common stock that may be subject to initial or annual equity awards to non-employee directors, is equal to $1.5 million and $1.0 million, respectively. As indicated in the table above, our current practice is to deliver aggregate compensation to our non-employee directors in amounts well under these aggregate limits, and we do not expect to change our current practice. We also reimburse our directors for reasonable travel and other related expenses incurred in connection with their service on our board.
Compensation of Directors
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Compensation of Directors
The following table sets forth information concerning the compensation of our non-employee directors in 2023:
Director Compensation
Director Compensation
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | | Dennis A. Ausiello, M.D. | 77,500 | 399,710 | — | 477,210 | | Carolyn R. Bertozzi, Ph.D.(3) | 69,944 | 599,000 | — | 668,944 | | Michael W. Bonney(4) | 58,290 | 399,710 | 9,230(7) | 467,230 | | Olivier Brandicourt, M.D. | 81,250 | 399,710 | — | 480,960 | | Marsha H. Fanucci(5) | 69,380 | 286,480(5) | — | 355,860 | | Margaret A. Hamburg, M.D. | 71,680 | 399,710 | — | 471,390 | | Peter N. Kellogg(6) | 59,640 | 599,080 | — | 658,720 | | David E.I. Pyott | 77,500 | 399,710 | — | 477,210 | | Colleen F. Reitan | 89,440 | 399,710 | — | 489,150 | | Amy W. Schulman | 131,650 | 399,710 | — | 531,360 | | Phillip A. Sharp, Ph.D. | 77,500 | 399,710 | 25,000(8) | 502,210 | | Elliott Sigal, M.D., Ph.D. | 70,400 | 399,710 | — | 470,110 |
Director Compensation
| (1) The amounts in this column reflect the aggregate grant date fair value of stock options granted for the fiscal year ended December 31, 2023, calculated in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718. There can be no assurance that these amounts will ever be realized. Whether, and to what extent, a non-employee director realizes value will depend on our actual operating performance, stock price fluctuations and the non-employee director’s continued service on our board. The assumptions we used to calculate these amounts are included in Note 11 to our audited consolidated financial statements for the fiscal year ended December 31, 2023 included in our Annual Report on Form 10-K, filed with the SEC on February 15, 2024. |
Director Compensation
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Director Compensation
| (2) The following table summarizes the equity awards granted to our non-employee directors for their service on our board during 2023 and the grant date fair value of such equity awards: |
Director Outstanding Equity Awards at Fiscal Year-End for 2023
Director Outstanding Equity Awards at Fiscal Year-End for 2023
Director Outstanding Equity Awards at Fiscal Year-End for 2023
| | Option Awards(1) | | Stock Awards | | Name | Number of Shares Underlying Unexercised Options for Board Service (#) | Number of Shares Underlying Unexercised Options for Non-Board Service (#) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Dennis A. Ausiello, M.D | 46,470 | — | — | | Carolyn Bertozzi, Ph.D.(2) | 4,268 | — | — | | Michael W. Bonney | 63,817 | — | — | | Olivier Brandicourt, M.D. | 21,251 | — | — | | Margaret A Hamburg, M.D. | 44,220 | — | — | | Peter N. Kellogg(3) | 4,948 | — | — | | David E.I. Pyott | 82,720 | — | — | | Colleen F. Reitan | 44,220 | — | — | | Amy W. Schulman | 100,784 | — | — | | Phillip A. Sharp, Ph.D. | 98,970 | — | — | | Elliott Sigal, M.D., Ph.D. | 7,910 | — | — | | Marsha H. Fanucci(4) | 83,970 | — | — |
Director Outstanding Equity Awards at Fiscal Year-End for 2023
| (1) Unexercised option awards represent both exercisable and unexercisable awards. |
Director Outstanding Equity Awards at Fiscal Year-End for 2023
| (2) Dr. Bertozzi was elected to our board effective January 5, 2023 and was granted a stock option award upon her election. |
Director Outstanding Equity Awards at Fiscal Year-End for 2023
| (3) Mr. Kellogg was elected to our board effective March 7, 2023 and was granted a stock option award upon his election. |
Director Outstanding Equity Awards at Fiscal Year-End for 2023
| (4) In connection with Ms. Fanucci’s resignation, and in recognition of her nearly 13 years of service on our board, on September 27, 2023, our PC&C committee approved the acceleration of vesting, effective September 29, 2023, of Ms. Fanucci’s 2023 annual non-employee director stock option to purchase 3,454 shares of common stock, at an exercise price of $189.87 per share, which stock option was due to vest in full on May 18, 2024. Ms. Fanucci has the lesser of five years and the remainder of the stock option term following the effective date of her resignation to exercise any vested stock options, after which time all such outstanding stock options will lapse. |
Director Outstanding Equity Awards at Fiscal Year-End for 2023
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COMPENSATION DISCUSSION AND ANALYSIS
| Our Compensation Aligns With Long-Term Stockholder Interests | | Our PC&C committee has adopted incentive designs and governance policies that align the interests of our NEOs with those of our long-term stockholders. These include: • Strong emphasis on performance-based equity awards • Annual incentive bonus payout of 105% based on company performance against pre-established goals and additional considerations, with our CEO’s total direct compensation and an average of 78% of our other NEO’s total direct compensation delivered in long-term equity awards • No guaranteed annual bonuses or salary increases • Robust compensation risk-mitigation policies including clawback, prohibition on pledging and hedging of company stock and stock ownership guidelines |
Board Response to Stockholder Feedback
Board Response to Stockholder Feedback We value stockholder feedback concerning our executive compensation program and have routinely received strong stockholder support for our say-on-pay proposals. At our 2023 annual meeting, our say-on-pay proposal received support from 96% of the votes cast by our stockholders on the matter. Also at our 2023 annual meeting, 99% of the votes cast by our stockholders supported a frequency of one-year for advisory votes on the compensation of our NEOs. We currently intend to hold an advisory vote on the compensation of our NEOs every year until the next required advisory vote on the frequency of holding the advisory vote on NEO compensation. Annually, we reach out to stockholders collectively owning a meaningful percentage of our outstanding common stock. Based on the feedback received, our PC&C committee believes that our stockholders generally endorse our executive compensation philosophy and program design. During previous outreach to stockholders, we received feedback regarding our stock ownership guidelines. Stockholders questioned whether our stock ownership guidelines should include unvested and unearned options and unvested performance stock unit award shares for purposes of fulfilling ownership requirements. During 2023, with the assistance of its compensation consultant, Pay Governance, the PC&C committee reviewed and revised our stock ownership guidelines for NEOs and non-executive directors, including to exclude unvested shares subject to a performance stock unit award for purposes of fulfilling ownership guidelines. For more information, please see “Stock Ownership Guidelines” in this CD&A.
Executive Compensation Governance Practices
| Alnylam’s Policies and Practices | | | • Long-Term Alignment with Stockholders Half of annual equity awards issued to NEOs are performance-based and vest contingent upon the achievement of pre-specified clinical development events, regulatory events and/or financial metrics. | • Cash and Equity Incentive Clawback Our clawback policy applies to both cash and equity incentives and covers all executive officers. | | • No Guaranteed Annual Bonus or Salary Increases As a matter of principle, no executive officers are provided with guaranteed annual salary increases or annual or multi-year bonuses. | • No Hedging and Pledging Permitted Our insider trading policy expressly prohibits hedging transactions and margin accounts, short sales, and the pledge of company securities. | | • Good Standing Requirement We require our executive officers to be in good standing to receive awards under our annual incentive program. | • Stock Ownership Guidelines Enhance Alignment of Interests Our stock ownership guidelines strengthen the alignment of the interests of our executive officers with those of our long-term stockholders. | | • Limited Perquisites Align with Pay-for-Performance Focus Consistent with our pay-for-performance philosophy, we provide limited perquisites. We do not provide perquisites such as automobile leases, driver services or personal use of aircraft. | • No excise tax and generally no other tax gross-ups We do not provide excise tax gross-ups, and we generally do not provide other tax gross-ups. |
Each Compensation Element Serves a Unique Purpose
| Pay Element | At- Risk? | Description | Rationale | | Base Salary | | • Fixed cash compensation targeted within range of the market median, reflective of individual performance, skills, experience and internal equity | • Attracts and rewards executives via market competitive pay and industry norms and reflects individual performance and experience | | Short-Term Cash Incentives | ✓ | • Annual performance against pre-established goals • Payouts earned only if corporate performance exceeds 50% of preset targets • Awards capped at 150% of preset targets | • Drives company-wide performance • Rewards achievement against pre-established goals • Motivates executives to achieve performance objectives that are key to our annual operating and strategic plans • Aligns executive and stockholder interests | | Long-Term Equity Incentives | ✓ | • Grant date value split 50% PSUs, 25% RSUs and 25% stock options • PSUs only vest upon successful achievement of pre-established goals and/or metrics • RSUs vest based on continued service • Stock options vest based on continued service and only have value if and to the extent that our stock price appreciates after grant | • Motivates executives to deliver sustained long-term growth by achieving multi-year strategic objectives • Focuses on significant use of performance-based vesting for equity awards to align executive and stockholder interests through long-term value creation • Enhances retention of executives with a mix of performance- and service-based vesting |
Each Compensation Element Serves a Unique Purpose
The PC&C committee is committed to ensuring that a substantial portion of NEO compensation is “at-risk” and variable. For 2023, 94% of our CEO’s total direct compensation and, on average, 86% of our other NEOs’ total direct compensation, is variable and directly affected by both our company’s and each NEO’s performance. In addition, for both our CEO and our other NEOs, 50% of annual long-term incentive compensation consists of performance-based equity awards in the form of performance stock units, or PSUs.
Base Salary
Base Salary Our PC&C committee reviews and approves base salary adjustments for our NEOs, other than our CEO, after consideration of benchmarking conducted by its compensation consultant, the NEO’s individual performance and the recommendation of our CEO. The PC&C committee reviews and recommends to the board, for its consideration and approval, base salary adjustments for our CEO, based on benchmarking conducted by its compensation consultant and an individual performance assessment. For more information regarding the process the PC&C committee uses to determine NEO base salaries, see the section below entitled “Committee Process for Setting Total Compensation.” During the first quarter of 2023, the PC&C committee approved base salary adjustments for each of our NEOs other than our CEO, and the PC&C committee recommended, and our board approved, a base salary adjustment for our CEO. These adjustments, which are reflected in the table below, were effective as of March 1, 2023, and were based upon each NEO’s individual performance and a review by the PC&C committee and, in the case of our CEO, the board, of the base salaries payable to comparable executive officers by companies in our peer group. The table below sets forth the 2023 and 2022 base salaries, in dollars, and the adjustment to base salaries, as a percentage, for each of our NEOs:
Short-Term Incentives—2023 Annual Incentive Program
Short-Term Incentives—2023 Annual Incentive Program Annual cash incentives are paid to our NEOs through our Annual Incentive Program, or AIP. Our AIP design is intended to align NEOs’ interests directly with our corporate goals. For 2023, management proposed, and the PC&C committee and board reviewed and approved, corporate goals in the following categories: Advance our Culture; Pipeline and Development; and Commercial Objectives. These categories, and the underlying metrics used to measure the company’s progress
Short-Term Incentives—2023 Annual Incentive Program
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Short-Term Incentives—2023 Annual Incentive Program
against such goals, represent a broad array of short-term achievements that the company believes are critical in the aggregate to the company fulfilling our P(5)x25 strategy and ultimately delivering long-term value to stockholders. The adopted goals represent milestones in our current evolutionary phase that the PC&C committee and board believe are essential to building an infrastructure of talent, systems and capabilities that is necessary for the company to continue to grow and scale, expanding our pipeline to ensure additional opportunities for marketed products and continuing to drive strong growth in our commercial performance to ensure expansion of current therapies. In making its determination regarding awards under the AIP for our NEOs, the PC&C committee and board considered our achievements against these goals, which were established in the first quarter of fiscal 2023. Based on its assessment of our performance after the close of the 2023 fiscal year, and as further set forth below, our PC&C committee and board determined that we achieved a majority of our commercial goals, all of our culture and growth management goals, the majority of our early-and mid-stage pipeline and strategic infrastructure goals and, as described below, additional considerations that were not part of our pre-established goals but which represented significant achievements by the company during 2023. Based on this determination, the PC&C committee recommended, and the board approved, a corporate performance modifier of 105%.
Annual Incentive Payout Matrix
Annual Incentive Payout Matrix
Annual Incentive Payout Matrix
| Corporate Goal | Weighting Range | Actual Achievement | | • Advance our Culture—Advance our Culture based on our values, and further integrate People, Capabilities and Processes | 20% - 30% | 25% | | • Ensure organizational growth and scale while cultivating our desired, globally-aligned culture | | | | • Advance our culture of integrity, quality & employee safety | | | | • Pipeline and Development—Progress our early pipeline and platform efforts on the leading edge of RNAi technology and advance our development programs to deliver transformative medicines to our patients | 40% - 60% | 37% | | • Ensure readiness of early pipeline programs towards CTAs | | | | • Continue to define the leading edge of RNAi therapeutics with extrahepatic expansion | | | | • Commercial Objectives—Execute on key commercial objectives, including: | 40% - 60% | 38% | | • Achieve ONPATTRO, AMVUTTRA, GIVLAARI, and OXLUMO commercial success, focusing on patient impact | | | | • Execute on our Medical Strategy | | | | • Achieve key financial targets | | | | • Additional considerations | | 5%* | | Approved 2023 Corporate Performance Modifier for NEOs | 100% - 150% | 105% |
Annual Incentive Payout Matrix
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Annual Incentive Payout Matrix
| * Includes an additional 5% allocated by the PC&C committee and our board of directors in recognition of exemplary performance not reflected in the 2023 Corporate Goals relating to (i) the entry into our strategic collaboration with Roche pursuant to which we established a worldwide, strategic collaboration for the joint development and commercialization of zilebesiran; and (ii) the successful conclusion and closure, with no action taken, of the investigations by the U.S. Department of Justice and the U.S. Attorney’s Office for the District of Massachusetts relating to our marketing and promotion of ONPATTRO in the United States. |
Annual Incentive Payout Matrix
With respect to the Advance our Culture goal, the PC&C committee and board determined that we achieved above target after consideration of our attrition, which was well below industry average, significant investments made in infrastructure and systems which are creating a foundation upon which we can grow and scale, and our achievement of C+ Prime designation in ISS ESG ratings, which was well above our peers. With respect to the Pipeline and Development goal, the PC&C committee and board considered our target performance with respect to drug development candidates, pre-clinical proof of concept for adipose delivery, and positive phase 2 data for zilebesiran, but determined that we achieved below target overall for this goal due to our failure to achieve regulatory approval for patisiran for the treatment of patients with ATTR amyloidosis with cardiomyopathy. With respect to the Commercial Objectives goal, the PC&C committee and board considered our slightly above target performance on net product revenue and combined R&D and SG&A operating expenses but determined that we achieved below target overall for this goal due to our one-year stockholder return compared to peers and the increased cost of goods sold as a percentage of net product revenues.
Calculation of Annual Cash Incentives
Calculation of Annual Cash Incentives Annual cash incentives were calculated as shown below.
Calculation of Annual Cash Incentives
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Calculation of Annual Cash Incentives
| * If the 2023 corporate performance level is below 50%, the corporate performance modifier would be 0%, and no awards would be granted under the AIP. |
Calculation of Annual Cash Incentives
| ** The board and/or PC&C committee has the discretion to adjust the AIP payouts as it deems appropriate. |
Calculation of Annual Cash Incentives
In February 2023, the PC&C committee approved target awards for our NEOs under the 2023 AIP, including the opportunity for our NEOs to achieve incentive awards above established bonus targets based on the company’s performance against 2023 corporate goals. For purposes of determining 2023 target bonus opportunities for our NEOs, the PC&C committee, with the assistance of its compensation consultant, reviewed market data for each of our NEOs and determined to adjust each of their target bonus opportunities by increasing the respective NEOs’ target opportunity by 10% for our CEO and 5% for our other NEOs. Each potential AIP award ranged from 0% to 150% of the NEO’s target award, and thus 150% of each NEO’s target award was the maximum AIP award achievable in the event we exceeded all of our corporate goals. The table below shows (1) the target AIP award opportunity as a percentage of each NEO’s annual base salary, (2) the AIP award opportunity assuming all corporate goals were met; (3) the maximum AIP award opportunity assuming all corporate goals were exceeded; (4) the actual 2023 AIP awards for each NEO, which were paid in March, 2024; and (5) the actual AIP award paid as a percentage of the respective NEO’s target AIP award opportunity.
2023 Annual Incentive Plan Awards
2023 Annual Incentive Plan Awards
2023 Annual Incentive Plan Awards
| Name | 2023 Target Award (% of Base Salary) | 2023 Target Award Opportunity($) | 2023 Maximum Award ($)(1) | 2023 Actual AIP Payout($) | 2023 Actual AIP Payout (% of Target Award Opportunity) | | Yvonne L. Greenstreet, MBChB, MBA | 110 | 1,100,000 | 1,650,000 | 1,155,000 | 105 | | Jeffrey V. Poulton | 55 | 363,000 | 544,500 | 381,150 | 105 | | Pushkal Garg, M.D. | 55 | 364,650 | 546,980 | 382,880 | 105 | | Tolga Tanguler | 55 | 335,500 | 503,250 | 352,280 | 105 | | Indrani L. Franchini, J.D.(2) | 55 | 328,350 | 492,530 | 344,770 | 105 | | Akshay K. Vaishnaw, M.D., Ph.D.(3) | 65 | 429,005 | 643,510 | 450,460 | 105 |
2023 Annual Incentive Plan Awards
| (1) The maximum award under the AIP is 150% of the respective NEO’s target award opportunity. |
2023 Annual Incentive Plan Awards
| (2) Ms. Franchini’s employment with us terminated effective March 1, 2024. Pursuant to the terms of the letter agreement we entered into with Ms. Franchini in connection with her separation from employment, as described below under the section entitled “Employment Agreements – Franchini Letter Agreement,” Ms. Franchini received a lump sum payment in lieu of the 2023 AIP award she otherwise would have received under the AIP had she been actively employed by us on the AIP payment date. |
2023 Annual Incentive Plan Awards
| (3) Dr. Vaishnaw ceased serving as an executive officer effective October 2, 2023 when he transitioned from the role of President to a part-time role as Chief Innovation Officer. Dr. Vaishnaw’s AIP award for 2023 was prorated to reflect his transition to a part-time role in October 2023. |
2023 Annual Incentive Plan Awards
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Long-Term Incentives – 2023 Equity Awards
Long-Term Incentives – 2023 Equity Awards The market for qualified and talented executives in the biopharmaceutical industry is highly competitive, and we compete for talent with many companies that have greater resources than we do. Accordingly, we believe long-term incentive compensation is a crucial component of our executive compensation package. The value of equity awards granted to our NEOs vary based on their role and annual performance assessments. For more information about how we set the compensation of our NEOs, including the value of their annual equity award, please see the section below entitled “Committee Process for Setting Total Compensation.” Our long-term incentive compensation program is designed to:
Long-Term Incentives – 2023 Equity Awards
| • | reward demonstrated leadership and performance; |
Long-Term Incentives – 2023 Equity Awards
| • | align our executive officers’ interests with those of our stockholders through long-term value creation; |
Long-Term Incentives – 2023 Equity Awards
| • | affect pay-for-performance achievement; |
Long-Term Incentives – 2023 Equity Awards
| • | retain our executive officers through the vesting period of the awards; |
Long-Term Incentives – 2023 Equity Awards
| • | maintain competitive levels of executive compensation; and |
Long-Term Incentives – 2023 Equity Awards
| • | motivate our executive officers for outstanding future performance. |
Long-Term Incentives – 2023 Equity Awards
During 2022, the PC&C committee, with the assistance of its compensation consultant, conducted a review of our total rewards practices. The PC&C committee conducted this review as part of its commitment to reviewing and evolving our total rewards practices to ensure that our plans and programs continue to support our pay-for-performance philosophy, align with market best practices, and attract and retain key talent. Based on this review, the PC&C committee determined that it would be appropriate to further evolve our long-term incentive plan by introducing time-based RSUs into our annual program and adjusting the mix of awards issued to executive officers, beginning with the fiscal 2023 annual equity awards. When making this determination, the PC&C committee considered, among other items, market practice amongst similarly-situated companies, particularly companies in our peer group, and the retentive value of RSUs when included as a component of a long-term incentive program. Accordingly, for our 2023 annual long-term incentive award, the PC&C committee approved the following equity award mix for our executive officers: 50% in the form of PSUs, 25% in the form of restricted stock units, or RSUs, and 25% in the form of stock options.
Annual Equity Awards
Annual Equity Awards As noted above, beginning in fiscal 2023, our annual equity awards consist of PSUs, stock option awards and RSUs. Stock options vest as to 25% of the shares subject to the award on the first anniversary of the grant date and as to an additional 6.25% of the shares subject to the award at the end of each successive three-month period thereafter until the fourth anniversary of the grant date. RSUs vest in substantially equal installments on the first, second and third anniversaries of the grant date. PSUs vest, if at all, upon the achievement of specific clinical development, regulatory or financial goals and/or metrics, in each case as approved by the PC&C committee, and cannot vest earlier than the one-year anniversary of the grant date. Set forth below is a summary of the performance goals and/
Annual Equity Awards
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Annual Equity Awards
or metrics for the PSUs granted in the last four years, together with the status of the achievement of such goals. The timing of actual achievement for outstanding PSUs, if any, depends in each case on our ability to achieve the underlying clinical, regulatory or financial goal and/or metric. Any determination as to whether a PSU vesting event has been met must be approved by our PC&C committee. The performance goals for a PSU must occur within ten years from the grant date (or upon the earlier date specified for certain financial goals). Vesting of equity awards typically ceases upon the award recipient’s termination of employment with the company. Prior to the vesting of a PSU or RSU, the recipient does not have any rights as a stockholder with respect to the shares subject to such PSU or RSU, including voting rights and the right to receive dividends or dividend equivalents. We do not currently pay dividends or dividend equivalents on our equity awards. In connection with the annual review of each NEO’s individual performance and consistent with our compensation philosophy, in February 2023, the PC&C committee approved annual equity incentive awards for our executive officers. The annual equity incentive awards granted to our NEOs in 2023 and the value of such awards listed by award vehicle (i.e., PSU, RSU and stock option), are set forth in the table below:
2023 Annual Equity Incentive Awards
2023 Annual Equity Incentive Awards
2023 Annual Equity Incentive Awards
| Name | PSU Award Value | RSU Award Value | Option Award Value | Total Award Value | | Yvonne L. Greenstreet, MBChB, MBA | 6,750,000 | 3,375,000 | 3,375,000 | 13,500,000 | | Jeffrey V. Poulton | 2,175,000 | 1,087,500 | 1,087,500 | 4,350,000 | | Pushkal Garg, M.D. | 2,175,000 | 1,087,500 | 1,087,500 | 4,350,000 | | Tolga Tanguler | 1,900,000 | 950,000 | 950,000 | 3,800,000 | | Indrani L. Franchini, J.D.(1) | 1,000,000 | 500,000 | 500,000 | 2,000,000 | | Akshay K. Vaishnaw, M.D., Ph.D.(2) | 2,200,000 | 1,100,000 | 1,100,000 | 4,400,000 |
2023 Annual Equity Incentive Awards
| (1) Ms. Franchini’s employment with us terminated effective March 1, 2024. |
2023 Annual Equity Incentive Awards
| (2) Dr. Vaishnaw ceased serving as an executive officer effective October 2, 2023 when he transitioned from the role of President to a part-time role as Chief Innovation Officer. |
2023 Annual Equity Incentive Awards
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2023 Annual Equity Incentive Awards
Similar to prior years, the PC&C committee reviewed and selected performance goals for the 2023 PSU awards that are consistent with our long-range plan, including our P(5)x25 strategy, and that represent multi-year strategic objectives that are clinical development, regulatory and/or financial milestones. The PC&C committee believes that these performance goals were appropriate for the fiscal 2023 annual equity award because they balance growth within our current TTR business and expansion into other tissue areas and disease states with financial performance in achieving profitability by fiscal 2025, which aligns with such goal in our P(5)X25 strategy. The chart below lists the performance goals for our 2023 PSU award, along with the performance goals for currently outstanding PSU awards, noting which goals have been achieved to date.
2023 Annual Equity Incentive Awards
| Date of Grant | Performance Goal (Weighting %) | Achieved//Not Yet Achieved | | February 26, 2020 | • Filing of Fifth NDA or MAA for Regulatory Approval with the FDA or EMA (33%) | ✓ April 2021 | | | • Positive Data from Phase 3 Clinical Study in ATTR Amyloidosis Patients with Cardiomyopathy (33%) | ✓ August 2022 | | | • Achievement, on or before December 31, 2024, of First $2.5 Billion in Cumulative Net Product Revenues (33%) | ✓ August 2023 | | February 24, 2021 | • Positive Data from Phase 3 Clinical Study in ATTR Amyloidosis Patients with Cardiomyopathy (25%) | ✓ August 2022 | | | • Achievement, on or before December 31, 2024, of First $2.5 Billion in Cumulative Net Product Revenues (25%) | ✓ August 2023 | | | • Achievement, on or before December 31, 2025, of Non-GAAP Operating Income Profitability for a 12-month Calendar Year (25%) | Not Yet Achieved | | | • Initiation of first Phase 3 Clinical Study for an Alnylam Proprietary RNAi Therapeutic in Development to Treat a Prevalent Disease (25%) | Not Yet Achieved | | February 23, 2022 | • Positive, Statistically Significant Result on Clinical Outcomes Endpoint from a Phase 3 Clinical Study in ATTR Amyloidosis Patients with Cardiomyopathy (33%) | Not Yet Achieved | | | • Achievement of First $1.5 billion in Annual Total Revenues (33%) | ✓ February 2024 | | | • Achievement of Human Proof of Concept for Investigational RNAi Therapeutic Directed to an Extrahepatic Target (33%) | ✓ April 2023 | | February 27, 2023 | • FDA Acceptance of an NDA for a Therapeutic to Treat ATTR Amyloidosis with Cardiomyopathy, After Receipt of Positive Result on Clinical Outcomes Endpoint from Phase 3 Clinical Study (30%) | Not Yet Achieved | | | • Achievement of Human Proof of Concept for Investigational RNAi Therapeutic Directed to an Extrahepatic, non-CNS Target (30%) | Not Yet Achieved | | | • Achievement of Non-GAAP operating income in fiscal 2025 (40%) | Not Yet Achieved |
Compensation Peer Group and Peer Selection Process
Compensation Peer Group and Peer Selection Process The company develops our executive compensation programs after reviewing publicly available compensation data for our peer group and subscription survey data where there is insufficient data that is publicly available. In evaluating the total direct compensation of our NEOs, our PC&C committee, using information provided by its compensation consultant, establishes a peer group of publicly traded companies in the biopharmaceutical and biotechnology industries that is selected based on the following criteria:
Compensation Peer Group and Peer Selection Process
| Peer Selection Considerations | | | | Organizational Structure | • | Companies that are similar to our company with respect to: organizational structure, number of employees (headcount between 500 and 3,000) and positions, stage of development (commercial stage with robust pipeline), market capitalization ($5 billion to $75 billion, with a focus on companies with market capitalization greater than $20 billion), and product revenues ($500 million to $3 billion) | | Executive Positions | • | Companies with similar executive positions to ours | | Executive Talent Pool | • | Companies with which we compete for executive talent | | Global Operations | • | Public companies with international presence |
Compensation Peer Group and Peer Selection Process
In addition to the criteria set forth above, the PC&C committee also reviewed the peer selection criteria used by proxy advisors as well as the specific peers identified by each advisor.
2023 Peer Group
2023 Peer Group The PC&C committee periodically reviews our peer group to determine that it continues to include appropriate peers for executive compensation benchmarking purposes. The PC&C committee typically conducts this review in the fourth quarter of each fiscal year and uses the approved peer group to benchmark and set compensation for our NEOs in the first quarter of the following fiscal year. Accordingly, in the fourth quarter of 2022, the PC&C committee reviewed our peer group which, at the time consisted of 16 companies operating in the biopharmaceutical/biotechnology industry. After review and analysis performed by the compensation consultant, the PC&C committee determined that five companies (Acceleron Pharma, Inc., Alexion Pharmaceuticals, Inc., Ionis Pharmaceuticals, Novavax, Inc. and Ultragenyx Pharmaceutical Inc.) were no longer appropriate as peers on a go-forward basis due to changes in market capitalization and/or revenue or because they were acquired in a business transaction. The PC&C committee also determined that it would be appropriate to add three companies (Biogen Inc., Moderna Inc. and Vertex Pharmaceuticals Incorporated) to our peer group based primarily on our financial and business position as a maturing commercial company. The peer group reflecting these changes and approved by the PC&C committee is shown below. This peer group was used in connection with compensation decisions made by the
2023 Peer Group
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2023 Peer Group
PC&C committee and board in February 2023 relating to base salary adjustments and annual long-term incentive awards granted in February 2023.
2023 Peer Group
| 2023 Peer Group | | | | BeiGene, Ltd. | Horizon Therapeutics plc | Neurocrine Biosciences, Inc. | | Biogen Inc. | Incyte Corporation | Sarepta Therapeutics, Inc. | | BioMarin Pharmaceutical Inc. | Ionis Pharmaceuticals, Inc. | Seagen Inc. | | Exact Sciences Corporation | Jazz Pharmaceuticals plc | United Therapeutics Corporation | | Exelixis, Inc. | Moderna, Inc. | Vertex Pharmaceuticals Incorporated |
2023 Peer Group
In the fourth quarter of 2023, the PC&C committee reviewed the peer group and determined that it remained an appropriate peer group for purposes of setting compensation for our NEOs, with the exception of Seagen, Inc. and Horizon Therapeutics plc because both companies had been acquired in business transactions.
Compensation Benchmarking
Compensation Benchmarking To provide the appropriate context for executive pay decisions, our PC&C committee, in consultation with its compensation consultant, assessed the compensation practices and pay levels of our peer group. We believe the compensation practices of our peer group are appropriate to reference in evaluating the compensation of our NEOs. Notwithstanding the similarities of our peer group companies to Alnylam, due to the nature of our business, we compete for executive talent with many companies that are larger and more established than we are or that possess greater resources than we do. Because we need to retain significant clinical expertise and because our corporate headquarters is located in a geographic region that is highly competitive for talent, we also compete with prestigious academic and non-profit institutions. In addition, our PC&C committee uses competitive compensation data from the annual compensation study of peer companies to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the PC&C committee uses multiple reference points when establishing targeted compensation levels. The PC&C committee does not make decisions based solely on benchmarking for specific compensation elements or total compensation and does not fix compensation to any specific percentile relative to the peer companies or the broader market. Instead, the committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as experience level of the executive, scope of responsibility, critical needs and skill sets, leadership potential and succession planning, individual performance, and contributions to the achievement of long-term strategic objectives. In keeping with our pay-for-performance philosophy, actual compensation levels are correlated to the achievement of corporate goals and individual performance against those goals.
Compensation Benchmarking
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Greenstreet Employment Agreement
Greenstreet Employment Agreement Dr. Greenstreet entered into a written employment agreement with us upon her appointment as our CEO, which we refer to as the Greenstreet Employment Agreement. Following an initial two-year term, the Greenstreet Employment Agreement automatically renews for successive one-year periods unless 90 days prior written notice of termination is given by either party (neither party provided such notice prior to commencement of such 90-day period in 2023). The Greenstreet Employment Agreement set Dr. Greenstreet’s initial annual base salary, which is subject to increase in the discretion of the board. The Greenstreet Employment Agreement also entitles Dr. Greenstreet to a target AIP award, subject to achievement of the company’s annual corporate goals, as determined by the PC&C committee and the board. Under the Greenstreet Employment Agreement, Dr. Greenstreet received initial stock-based awards and is eligible to participate in our long-term incentive programs on the same basis as our other executive officers. She is also eligible to participate in our employee benefit programs on a basis no less favorable than applicable to our other executive officers.
Vaishnaw Letter Agreement
If we terminate Dr. Vaishnaw’s employment other than for Cause and provided that he is not eligible for benefits and payments under his change in control agreement, we will pay to him (a) $754,000 in salary continuation payments over a 12-month period; (b) a lump sum AIP award pro rated based on (i) $490,100 and (ii) the number of days he was employed during the year of termination of his employment; (c) his then outstanding unvested equity awards will continue to vest in accordance with their terms until the first anniversary of the termination of his employment and (d) his outstanding stock options that are then-exercisable or become exercisable between his termination date and the one-year anniversary of his termination date shall remain exercisable until the earlier of the end of such one-year period and the original expiration date applicable to such options.
Potential Payments Upon Termination or Change-in-Control
Potential Payments Upon Termination or Change-in-Control Certain executives, including our NEOs, may be entitled to severance and/or change in control protections pursuant to her employment agreement, in the case of Dr. Greenstreet, or change in control agreement, or CIC agreement, in the case of each of our other NEOs, the terms of which are described below under Executive Compensation—Potential Payments upon Termination or Change-in-Control. We provide these severance and change in control arrangements because we believe that, in a competitive market for talent, severance arrangements are necessary to attract and retain high quality executives. In addition, the change in control benefit allows and incentivizes executives to maintain their focus on our business during a period when they otherwise might be distracted.
Greenstreet Employment Agreement
Greenstreet Employment Agreement Under the Greenstreet Employment Agreement, if Dr. Greenstreet’s employment is terminated by the company without Cause or by Dr. Greenstreet for Good Reason, as such terms are defined in the Greenstreet Employment Agreement, prior to a CIC, she will not receive any cash
Greenstreet Employment Agreement
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Greenstreet Employment Agreement
severance, her outstanding unvested equity awards will continue to vest until the second anniversary of the termination date, and her outstanding stock options shall remain exercisable until the earlier of the second anniversary of the termination date and the original expiration dates of such options; provided that in the event that a CIC occurs on or before the second anniversary of the termination date, her then-outstanding stock options will be treated in the same manner as the then-outstanding stock options held by continuing members of the company’s executive leadership team. In addition, under the Greenstreet Employment Agreement, if Dr. Greenstreet’s employment is terminated by the company without Cause or by Dr. Greenstreet for Good Reason within 18 months following a CIC, she will be entitled to receive (i) a lump sum cash payment equal to two times the sum of: (A) her annual base salary in effect immediately prior to termination (or prior to the CIC, if higher) and (B) her target bonus for the fiscal year in which the CIC occurred; and (ii) if she was participating in our group health plan immediately prior to such termination and elects continuation coverage under COBRA, a monthly cash payment for 24 months (or the expiration of the COBRA continuation period, if earlier) equal to the monthly employer contribution we would have paid to provide the executive with health insurance if she had remained employed. In addition, following a CIC and qualifying termination of employment, all of her outstanding unvested stock options and other stock-based awards shall immediately accelerate and become fully exercisable or nonforfeitable. If any payment and benefits to be paid or provided to Dr. Greenstreet, whether pursuant to the terms of her employment agreement or otherwise, would be subject to “golden parachute” excise taxes under the Internal Revenue Code of 1986, as amended, or the Code, the payments and benefits will be reduced to the extent necessary to avoid such excise taxes, but only if such a reduction of pay or benefits would result in a greater after-tax benefit to her.
Change in Control Agreements
Change in Control Agreements We have entered into an individual CIC agreement with each of our executive officers, including all NEOs, with the exception of our CEO. The CIC agreements entitle each executive officer to certain benefits in the event of certain terminations of employment within 12 months following a CIC. Pursuant to each CIC agreement, if an executive officer is terminated by us without Cause (as defined in the CIC agreement) or if an executive officer terminates employment for Good Reason (as defined in the CIC agreement), in either case, within 12 months following a CIC, such executive officer will be entitled to receive (i) a lump sum cash payment equal to one and a half times the sum of: (A) such executive officer’s annual base salary in effect immediately prior to termination (or prior to the CIC, if higher) and (B) such executive officer’s target bonus for the fiscal year in which the CIC occurred; and (ii) if the executive officer was participating in our group health plan immediately prior to such termination and elects continuation coverage under COBRA, a monthly cash payment for 18 months (or the expiration of the COBRA continuation period, if earlier) equal to the monthly employer contribution we would have paid to provide the executive with health insurance if such executive officer remained employed. In addition, following a CIC and qualifying termination of employment, all of an executive officer’s outstanding unvested stock options and other stock-based awards shall immediately accelerate and become fully exercisable or nonforfeitable. If any payment and benefits to be paid or provided to an executive officer, whether pursuant to the terms of a CIC Agreement, employment agreement or otherwise, would be subject to “golden parachute” excise taxes under the Code, the payments and benefits will be reduced to the extent
Change in Control Agreements
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Change in Control Agreements
necessary to avoid such excise taxes, but only if such a reduction of pay or benefits would result in a greater after-tax benefit to the executive. Each CIC Agreement will terminate upon the earlier of (i) an executive officer’s termination of employment with us for any reason prior to a CIC, (ii) an executive officer’s termination of employment with us after a CIC for Cause or without Good Reason or (iii) the date that is 12 months after a CIC, if the executive officer is still employed by the company. There are no other agreements with our NEOs that provide for separation pay in the event of a termination of employment.
Role of the Compensation Consultant
Role of the Compensation Consultant Pursuant to its charter, our PC&C committee has the authority to select and retain independent advisors and counsel to assist it with carrying out its duties and responsibilities, and the company has provided appropriate funding to the PC&C committee to do so. The PC&C committee previously exercised this authority and engaged Pay Governance as its independent compensation consultant, effective July 2022. Pay Governance served as an advisor to our PC&C committee on topics primarily related to our total rewards review, our incentive compensation programs (including annual and long-term incentive compensation), peer group evaluation and selection, and director and executive compensation. Pay Governance reported directly to the PC&C committee chair on the matters on which it had been retained. Pay Governance did not provide any services to the company other than the services that it provided to the PC&C committee. Our PC&C committee regularly reviews the services provided by its outside consultant and believes that Pay Governance is independent from the company in providing executive compensation consulting services. Our PC&C committee has assessed the independence of Pay Governance consistent with Nasdaq Global Select Market listing standards and SEC rules and has concluded that the engagement of Pay Governance does not raise any conflicts of interest. Our PC&C committee monitors the independence of the compensation consultant on an annual basis.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Yvonne L. Greenstreet, MBChB, MBA (10) Chief Executive Officer (principal executive officer) | 2023 | 975,800 | — | 3,375,150(5) | 3,369,000 | 1,155,000 | 20,720 | 8,895,670 | | | 2022 | 850,000 | — | —(6) | 2,498,790 | 977,500 | 262,520 | 4,588,810 | | | 2021 | 619,100 | — | —(6) | 7,341,000(9) | 429,120 | 186,000 | 8,575,220 | | Jeffrey V. Poulton Executive Vice President, Chief Financial Officer (principal financial officer) | 2023 | 651,900 | — | 1,087,620(5) | 1,085,590 | 381,150 | 18,100 | 3,224,360 | | | 2022 | 604,500 | — | —(6) | 1,449,280 | 350,750 | 17,100 | 2,421,630 | | | 2021 | 569,200 | — | —(6) | 1,884,125 | 330,630 | 14,220 | 2,798,175 | | Pushkal Garg, M.D. Executive Vice President, Chief Medical Officer | 2023 | 656,900 | — | 1,087,620(5) | 1,085,590 | 382,880 | 18,100 | 3,231,090 | | | 2022 | 625,000 | — | —(6) | 1,899,100 | 359,380 | 17,100 | 2,900,580 | | | 2021 | 568,900 | — | —(6) | 3,084,650 | 380,220 | 14,220 | 4,047,990 | | Tolga Tanguler Executive Vice President, Chief Commercial Officer | 2023 | 603,200 | — | 950,050(5) | 948,360 | 352,280 | 15,820 | 2,869,710 | | | 2022 | 564,800 | — | —(6) | 1,449,280 | 326,370 | 11,620 | 2,352,070 | | | 2021 | 547,900 | — | 1,500,110(7) | 4,501,220 | 316,250 | 11,710 | 6,877,190 | | Indrani L. Franchini, J.D. (11) Executive Vice President, Chief Legal Officer | 2023 | 594,300 | — | 500,110(5) | 499,190 | 344,770 | 31,570 | 1,969,940 | | | 2022 | 535,400 | — | 2,250,040(8) | 2,247,940 | 333,500 | 41,340 | 5,408,220 | | Akshay K. Vaishnaw, M.D., Ph.D. (12) Former President | 2023 | 647,800 | — | 1,100,160(5) | 1,098,050 | 450,460 | 20,720 | 3,317,190 | | | 2022 | 725,000 | — | —(6) | 2,348,850 | 500,250 | 17,520 | 3,591,620 | | | 2021 | 632,200 | — | —(6) | 4,339,785(9) | 438,150 | 14,900 | 5,425,035 |
Summary Compensation Table
| (1) The amounts reported in the Stock Awards column represent the aggregate grant date fair value for the fiscal years ended December 31, 2023, 2022, and 2021 of grants of RSUs and PSUs to each of the NEOs, calculated in accordance with FASB ASC Topic 718. In accordance with SEC rules, these amounts for RSUs are calculated as the number of shares of RSUs granted multiplied by the quoted closing market price of our common stock on the date of grant. For PSUs, these amounts are calculated based on the probable outcome of the performance conditions as of the grant date. |
Summary Compensation Table
| (2) The amounts reported in the Option Awards column represent the aggregate grant date fair value for the fiscal years ended December 31, 2023, 2022, and 2021 of grants of time-based stock options to each of the NEOs, calculated in accordance with FASB ASC Topic 718. The assumptions we used in calculating these amounts are included in Note 11 of our audited consolidated financial statements for the year ended December 31, 2023 included in our Annual Report on Form 10-K, filed with the SEC on February 15, 2024. To see the value actually realized by the NEO from stock option exercises in 2023, see the 2023 Option Exercises and Stock Vested table appearing below. |
Summary Compensation Table
| (3) The amounts reported in the Non-Equity Incentive Plan Compensation column reflect the annual AIP award earned by the NEOs for each respective year. The annual AIP awards were paid in the first quarter of the calendar year following the year to which the AIP award relates. |
Summary Compensation Table
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Summary Compensation Table
| (4) The amounts reported in the All Other Compensation column reflect, for each NEO, the sum of (i) the dollar value of life insurance premiums we paid; (ii) the amount we contributed to the 401(k) plan; and (iii) the incremental cost to us of all perquisites and other personal benefits. Specifically, the All Other Compensation column above for 2023 includes: |
Summary Compensation Table
| Name | Term Life Insurance Premiums Paid by Alnylam ($) | Dollar Value of Contribution by Alnylam to the Executive’s Account Under 401(k) Plan ($) | Incremental Cost to Alnylam of All Perquisites and Other Personal Benefits ($) | | Yvonne L. Greenstreet, MBChB, MBA | 7,520 | 13,200 | — | | Jeffrey V. Poulton | 4,900 | 13,200 | — | | Pushkal Garg, M.D. | 4,900 | 13,200 | — | | Tolga Tanguler | 2,620 | 13,200 | — | | Indrani L. Franchini, J.D. (a) | 2,620 | 13,200 | 15,750(b) | | Akshay K. Vaishnaw, M.D., Ph.D. (c) | 7,520 | 13,200 | — |
Summary Compensation Table
| (a) Ms. Franchini’s employment with us terminated effective March 1, 2024. |
Summary Compensation Table
| (b) Represents amounts paid for commuting and lodging expenses for Ms. Franchini in connection with travel to our Cambridge office. |
Summary Compensation Table
| (c) Dr. Vaishnaw transitioned from the role as our President to a part-time role as Chief Innovation Officer effective October 2, 2023, and ceased to serve as an executive officer at such time. |
Summary Compensation Table
| (5) Amounts represent the aggregate grant date fair value for grants of RSUs and PSUs, calculated in accordance with FASB ASC Topic 718. For PSUs granted during 2023, we determined that, as of the date of grant, it was not probable, as defined under applicable accounting guidance, that any of the performance conditions would be achieved and therefore assigned a grant date fair value of $0. If we had determined that, as of the date of grant, it was probable that 100% of the performance conditions would be achieved, we would have assigned a grant date fair value of $6,750,110 for Dr. Greenstreet, $2,175,040 for Mr. Poulton, $2,175,040 for Dr. Garg, $1,900,100 for Mr. Tanguler, $1,000,020 for Ms. Franchini and $2,200,130 for Dr. Vaishnaw. |
Summary Compensation Table
| (6) Amounts represent the aggregate grant date fair value for grants of PSUs, calculated in accordance FASB ASC Topic 718. For PSUs granted during 2022, we determined that, as of the date of grant, it was not probable, as defined under applicable accounting guidance, that any of the performance conditions would be achieved and assigned a grant date fair value of $0. If we had determined that, as of the date of grant, it was probable that 100% of the performance conditions would be achieved, we would have assigned a grant date fair value of $7,500,030 for Dr. Greenstreet, $1,450,070 for Mr. Poulton, $1,900,000 for Dr. Garg, $1,450,110 for Mr. Tanguler and $2,350,080 for Dr. Vaishnaw. Ms. Franchini joined Alnylam in January 2022 and did not receive a PSU award in 2022. For PSUs granted during 2021, we determined that, as of the date of grant, it was not probable, as defined under applicable accounting guidance, that any of the performance conditions would be achieved and assigned a grant date fair value of $0. If we had determined that, as of the date of grant, it was probable that 100% of the performance conditions would be achieved, we would have assigned a grant date fair value of $2,340,090 for Dr. Greenstreet, $1,885,020 for Mr. Poulton, $1,885,020 for Dr. Garg, $550,120 for Mr. Tanguler and $2,340,090 for Dr. Vaishnaw. |
Summary Compensation Table
| (7) Mr. Tanguler received an RSU award upon commencement of his employment in January 2021. The amounts reported represent the aggregate grant date fair value of such award, calculated in accordance with the provisions of FASB ASC Topic 718. |
Summary Compensation Table
| (8) Ms. Franchini received an RSU award upon commencement of her employment in January 2022. The amounts reported represent the aggregate grant date fair value of such award, calculated in accordance with the provisions of FASB ASC Topic 718. |
Summary Compensation Table
| (9) Includes stock option awards made to each of Dr. Greenstreet and Dr. Vaishnaw on December 31, 2021 in connection with promotions that took effect as of January 1, 2022. |
Summary Compensation Table
| (10) Dr. Greenstreet has served as our CEO since January 1, 2022. She previously served as our president and chief operating officer from October 2020 to December 2021. |
Summary Compensation Table
| (11) Ms. Franchini joined Alnylam as executive vice president, chief legal officer and secretary in January 2022. The amount reported as salary for 2022 represents the total salary earned by Ms. Franchini during 2022 and is based upon an annual salary of $580,000, pro-rated to reflect her partial year of employment. Ms. Franchini’s employment with us terminated effective March 1, 2024. |
Summary Compensation Table
| (12) Dr. Vaishnaw transitioned from the role as our President to a part-time role as Chief Innovation Officer effective October 2, 2023, and ceased to serve as an executive officer at such time. |
Summary Compensation Table
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Summary Compensation Table
The following table sets forth information concerning each grant of an award made to a NEO during the fiscal year ended December 31, 2023 under any plan, contract, authorization or arrangement pursuant to which cash, securities, similar instruments or other property may be received:
2023 Grants of Plan-Based Awards
2023 Grants of Plan-Based Awards
2023 Grants of Plan-Based Awards
| Name | Date of Grant | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise Price of Option Awards ($/Share)(3) | Grant Date Fair Value of Stock and Option Award Grants ($)(4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | Yvonne L. Greenstreet, MBChB, MBA | — | 550,000 | 1,100,000 | 1,650,000 | | | | | | | | | 2/27/2023(5) | | | | | | | 36,775 | 190.01 | 3,369,000 | | | 2/27/2023(6) | | | | — | 35,525 | 35,525 | | | — | | | 2/27/2023(7) | | | | | | | 17,763 | | 3,375,150 | | Jeffrey V. Poulton | — | 181,500 | 363,000 | 544,500 | | | | | | | | | 2/27/2023(5) | | | | | | | 11,850 | 190.01 | 1,085,590 | | | 2/27/2023(6) | | | | — | 11,447 | 11,447 | | | — | | | 2/27/2023(7) | | | | | | | 5,724 | | 1,087,620 | | Pushkal Garg, M.D. | — | 182,325 | 364,650 | 546,980 | | | | | | | | | 2/27/2023(5) | | | | | | | 11,850 | 190.01 | 1,085,590 | | | 2/27/2023(6) | | | | — | 11,447 | 11,447 | | | — | | | 2/27/2023(7) | | | | | | | 5,724 | | 1,087,620 | | Tolga Tanguler | — | 167,750 | 335,500 | 503,250 | | | | | | | | | 2/27/2023(5) | | | | | | | 10,352 | 190.01 | 948,360 | | | 2/27/2023(6) | | | | — | 10,000 | 10,000 | | | | | | 2/27/2023(7) | | | | | | | 5,000 | | 950,050 | | Indrani L. Franchini, J.D.(8) | — | 164,175 | 328,350 | 492,530 | | | | | | | | | 2/27/2023(5) | | | | | | | 5,449 | 190.01 | 499,190 | | | 2/27/2023(6) | | | | — | 5,263 | 5,263 | | | | | | 2/27/2023(7) | | | | | | | 2,632 | | 500,110 | | Akshay K. Vaishnaw, M.D., Ph.D. | — | 214,503 | 429,005 | 643,510 | | | | | | | | | 2/27/2023(5) | | | | | | | 11,986 | 190.01 | 1,098,050 | | | 2/27/2023(6) | | | | — | 11,579 | 11,579 | | | — | | | 2/27/2023(7) | | | | | | | 5,790 | | 1,100,160 |
2023 Grants of Plan-Based Awards
| (1) The amounts shown in the threshold, target and maximum columns reflect the minimum, target and maximum amounts payable, respectively, under our AIP, which is described above in the “Compensation Discussion and Analysis” under the heading “Short-Term Incentives—2023 Annual Incentive Program.” The actual amounts paid to each NEO can be found above in the Summary Compensation Table under the column entitled Non-Equity Incentive Plan Compensation. |
2023 Grants of Plan-Based Awards
| (2) The amounts shown in the threshold, target and maximum columns reflect the minimum, target and maximum potential future payout range for equity awards granted with performance-based vesting milestones. |
2023 Grants of Plan-Based Awards
| (3) The exercise price of the option awards is equal to the closing price of our common stock on the Nasdaq Global Select Market on February 27, 2023. |
2023 Grants of Plan-Based Awards
| (4) The grant date fair value is calculated in accordance with FASB ASC Topic 718 and represents the value of awards granted during the year. In accordance with SEC rules, the grant date fair value for RSUs is calculated by multiplying the number of shares subject to the RSU by $190.01, which was the closing price of our common stock on the Nasdaq Global Select Market on the date of grant. For PSUs, the grant date fair value is calculated based on the probable outcome of the performance conditions as of the grant date. For PSUs granted during 2023 we determined that, as of the date of grant, it was not probable, as defined under applicable accounting guidance, that any of the performance conditions would be achieved and assigned a grant date fair value of $0. The grant date fair value for stock option awards is calculated based on the assumptions included in Note 11 of our audited consolidated financial statements for the year ended December 31, 2023 included in our Annual Report on Form 10-K, filed with the SEC on February 15, 2024. The amounts reported reflect our accounting expense, excluding the effect of estimated forfeitures, and may not represent the amounts our NEOs will actually realize from the awards. |
2023 Grants of Plan-Based Awards
| (5) Represents the portion of the annual equity award granted in 2023 in the form of time-based stock option awards. The time-based portion of the option awards vest as to 25% of the shares on the first anniversary of the grant date and as to the remaining shares ratably at the end of each three-month period thereafter over the following thirty-six months, provided that the NEO continues to be employed with us through each vesting date. |
2023 Grants of Plan-Based Awards
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2023 Grants of Plan-Based Awards
| (6) Represents the portion of the annual equity award granted in 2023 in the form of PSUs. The shares subject to the PSUs granted in February 2023 vest upon the achieve of three underlying performance-based vesting conditions, with 30% of the shares subject to the PSU vesting upon achievement of one of the performance conditions, 30% of the shares subject to the PSU vesting upon achievement of the second of the performance conditions, and 40% of the shares subject to the PSU vesting upon achievement of the third of the performance conditions. As of the grant date, none of the three vesting conditions were considered probable, as defined under applicable accounting guidance. |
2023 Grants of Plan-Based Awards
| (7) Represents the portion of the annual equity award granted in 2023 the form of RSUs. The shares subject to the RSU vest ratably on each of the first, second and third anniversaries of the grant date, provided that the NEO continues to be employed with us through each vesting date. |
2023 Grants of Plan-Based Awards
| (8) Ms. Franchini’s employment with us terminated effective March 1, 2024. Under the terms of the letter agreement we entered into with Ms. Franchini in connection with her separation from employment, her outstanding equity awards will continue to vest in accordance with their terms until the end of the consulting period on February 28, 2025, after which date her unvested awards will lapse. |
Outstanding Equity Awards at Fiscal Year-End for 2023
Outstanding Equity Awards at Fiscal Year-End for 2023
Outstanding Equity Awards at Fiscal Year-End for 2023
| | | Option Awards (1) | | | | Stock Awards (2) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Yvonne L. Greenstreet, MBChB, MBA | 12/20/2016 | 650 | — | 42.22 | 12/20/2026 | | | | | | | 3/1/2018 | 25,000 | — | 119.13 | 3/1/2028 | | | | | | | 3/1/2018 | 25,000(3) | — | 119.13 | 3/1/2028 | | | | | | | 2/28/2019 | 32,500 | — | 85.00 | 2/28/2029 | | | | | | | 2/26/2020 | 25,896 | 1,727 | 118.05 | 2/25/2030 | | | | | | | 2/24/2021 | 19,800 | 9,000 | 151.59 | 2/23/2031 | | | | | | | 2/24/2021 | | | | | | | 7,719(8) | 1,477,494 | | | 12/31/2021 | 27,975 | 27,974 | 169.58 | 12/30/2031 | | | | | | | 2/23/2022 | 13,889 | 17,858 | 147.47 | 2/22/2032 | | | | | | | 2/23/2022 | | | | | | | 33,906(9) | 6,489,948 | | | 2/27/2023 | — | 36,775 | 190.01 | 2/26/20233 | | | | | | | 2/27/2023 | | | | | | | 35,525(10) | 6,799,840 | | | 2/27/2023 | | | | | 17,763(11) | 3,400,016 | | | | Jeffrey V. Poulton | 8/1/2019 | 125,000 | — | 75.36 | 8/1/2029 | | | | | | | 2/26/2020 | 23,019 | 1,535 | 118.05 | 2/25/2030 | | | | | | | 2/24/2021 | 15,950 | 7,250 | 151.59 | 2/23/2031 | | | | | | | 2/24/2021 | | | | | | | 6,217(8) | 1,189,996 | | | 2/23/2022 | 8,056 | 10,357 | 147.47 | 2/22/2032 | | | | | | | 2/23/2022 | | | | | | | 6,556(9) | 1,254,884 | | | 2/27/2023 | — | 11,850 | 190.01 | 2/26/2033 | | | | | | | 2/27/2023 | | | | | | | 11,447(10) | 2,191,070 | | | 2/27/2023 | | | | | 5,724(11) | 1,095,631 | | |
Outstanding Equity Awards at Fiscal Year-End for 2023
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Outstanding Equity Awards at Fiscal Year-End for 2023
| | | Option Awards (1) | | | | Stock Awards (2) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Pushkal Garg, M.D. | 12/18/2015 | 23,876 | — | 88.95 | 12/18/2025 | | | | | | | 12/18/2015 | 25,000(4) | — | 88.95 | 12/18/2025 | | | | | | | 12/20/2016 | 5,445 | — | 42.22 | 12/20/2026 | | | | | | | 3/1/2018 | 13,750 | — | 119.13 | 3/1/2028 | | | | | | | 3/1/2018 | 13,750(3) | — | 119.13 | 3/1/2028 | | | | | | | 2/28/2019 | 25,000 | — | 85.00 | 2/28/2029 | | | | | | | 2/26/2020 | 24,458 | 1,631 | 118.05 | 2/25/2030 | | | | | | | 2/24/2021 | 15,950 | 7,250 | 151.59 | 2/23/2031 | | | | | | | 2/24/2021 | | | | | | | 6,217(8) | 1,189,996 | | | 12/31/2021 | 6,714 | 6,714 | 169.58 | 12/30/2031 | | | | | | | 2/23/2022 | 10,556 | 13,572 | 147.47 | 2/22/2032 | | | | | | | 2/23/2022 | | | | | | | 8,590(9) | 1,644,212 | | | 2/27/2023 | — | 11,850 | 190.01 | 2/26/2033 | | | | | | | 2/27/2023 | | | | | | | 11,447(10) | 2,191,070 | | | 2/27/2023 | | | | | 5,724(11) | 1,095,631 | | | | Tolga Tanguler | 2/1/2021 | 38,818 | 17,645 | 149.25 | 1/31/2031 | | | | | | | 2/23/2022 | 8,056 | 10,357 | 147.47 | 2/22/2032 | | | | | | | 2/23/2022 | | | | | | | 6,556(9) | 1,254,884 | | | 2/27/2023 | — | 10,352 | 190.01 | 2/26/2033 | | | | | | | 2/27/2023 | | | | | | | 10,000(10) | 1,914,100 | | | 2/27/2023 | | | | | 5,000(11) | 957,050 | | | | Indrani L. Franchini, J.D. (13) | 2/1/2022 | 12,767 | 16,415 | 147.47 | 2/22/2032 | | | | | | | 2/1/2022 | | | | | 10,350(12) | 1,981,094 | | | | | 2/27/2023 | — | 5,449 | 190.01 | 2/26/2033 | | | | | | | 2/27/2023 | | | | | | | 5,263(10) | 1,007,391 | | | 2/27/2023 | | | | | 2,632(11) | 503,791 | | | | Akshay K. Vaishnaw, M.D., Ph.D. (14) | 5/1/2015 | 35,125(5) | — | 96.45 | 12/17/2024 | | | | | | | 5/1/2015 | 35,125(6) | — | 96.45 | 12/17/2024 | | | | | | | 12/18/2015 | 28,876 | — | 88.95 | 12/18/2025 | | | | | | | 12/18/2015 | 30,000(4) | — | 88.95 | 12/18/2025 | | | | | | | 2/23/2016 | 10,000(7) | — | 94.14 | 2/23/2026 | | | | | | | 3/1/2018 | 25,000 | — | 119.13 | 3/1/2028 | | | | | | | 3/1/2018 | 25,000(3) | — | 119.13 | 3/1/2028 | | | | | | | 2/28/2019 | 32,500 | — | 85.00 | 2/28/2029 | | | | | | | 2/26/2020 | 25,896 | 1,727 | 118.05 | 2/25/2030 | | | | | | | 2/24/2021 | 19,800 | 9,000 | 151.59 | 2/23/2031 | | | | | | | 2/24/2021 | | | | | | | 7,719(8) | 1,477,494 | | | 12/31/2021 | 11,190 | 11,190 | 169.58 | 12/30/2031 | | | | | | | 2/23/2022 | 13,056 | 16,786 | 147.47 | 2/22/2032 | | | | | | | 2/23/2022 | | | | | | | 10,624(9) | 2,033,540 | | | 2/27/2023 | — | 11,986 | 190.01 | 2/26/2033 | | | | | | | 2/27/2023 | | | | | | | 11,579(10) | 2,216,336 | | | 2/27/2023 | | | | | 5,790(11) | 1,108,264 | | |
Outstanding Equity Awards at Fiscal Year-End for 2023
| (1) Stock option awards were granted with a ten-year term and vest as to 25% of the shares on the first anniversary of the grant date and as to an additional 6.25% at the end of each successive three-month period thereafter, unless otherwise noted, provided that the NEO continues to be employed with us through each vesting date. |
Outstanding Equity Awards at Fiscal Year-End for 2023
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Outstanding Equity Awards at Fiscal Year-End for 2023
| (2) The market value of PSUs or RSUs that have not vested is based on the number of unvested PSUs or RSUs outstanding multiplied by $191.41 per share, which was the closing price of our common stock on the Nasdaq Global Select Market on the last trading day of 2023. |
Outstanding Equity Awards at Fiscal Year-End for 2023
| (3) These options vested in three equal installments upon the achievement of each of three specific clinical development, regulatory or commercial events. |
Outstanding Equity Awards at Fiscal Year-End for 2023
| (4) These options were granted on December 18, 2015 and vested in four equal installments upon the achievement of each of four specific clinical development or commercial events. |
Outstanding Equity Awards at Fiscal Year-End for 2023
| (5) On December 17, 2014, our PC&C committee approved the grant of 2014 Contingent Option Awards to members of our management team. These options represent the half of the 2014 Contingent Option Award that were subject to time-based vesting. |
Outstanding Equity Awards at Fiscal Year-End for 2023
| (6) These options represent the half of the 2014 Contingent Option Award described in Note 5 above and vested in three equal installments upon the achievement of each of three specific clinical development or regulatory events. |
Outstanding Equity Awards at Fiscal Year-End for 2023
| (7) These options were granted in recognition of ten years of service by the employee and were fully vested on the date of grant. |
Outstanding Equity Awards at Fiscal Year-End for 2023
| (8) These PSU awards were granted on February 24, 2021 and vest in four equal installments upon the achievement of each of four specific clinical development, regulatory or commercial events, provided that the NEO continues to be employed with us through each vesting date. One-quarter of these PSUs vested in August 2022 upon the achievement of a clinical milestone, and one-quarter of these PSUs vested in August 2023 based upon the achievement of a financial milestone. The amount reported in this table reflects the PSUs that remain subject to achievement of specified performance targets. For a description of these performance targets, please see the description of the PSUs granted in 2021 in the section of the CD&A entitled “Annual Equity Awards.” |
Outstanding Equity Awards at Fiscal Year-End for 2023
| (9) These PSU awards were granted on February 23, 2022 and vest in three equal installments upon the achievement of each of three specific clinical development, regulatory or commercial events, provided that the NEO continues to be employed with us through each vesting date. One-third of these PSUs vested in April 2023 based upon achievement of a clinical milestone. The amount reported in this table reflects the shares subject to these PSUs that remain subject to achievement of specified performance targets. For a description of these performance targets, please see the description of the PSUs granted in 2022 in the section of the CD&A entitled “Annual Equity Awards.” |
Outstanding Equity Awards at Fiscal Year-End for 2023
| (10) These PSU awards were granted on February 27, 2023 and will vest upon the later of one year from the date of grant and the achievement of each of three specified clinical development, regulatory or commercial events, provided that the NEO continues to be employed with us through each vesting date. For a description of these performance targets, please see the description of the PSUs granted in 2023 in the section of the CD&A entitled “Annual Equity Awards.” |
Outstanding Equity Awards at Fiscal Year-End for 2023
| (11) These RSU awards were granted on February 27, 2023, and the shares subject to this RSU vest in substantially equal installments on the first, second and third anniversaries of the grant date, provided that the NEO continues to be employed with us through each vesting date. |
Outstanding Equity Awards at Fiscal Year-End for 2023
| (12) Represents the RSU award Ms. Franchini received upon commencement of her employment, which vest ratably on each of the first, second and third anniversaries of the grant date, subject to her continued employment. |
Outstanding Equity Awards at Fiscal Year-End for 2023
| (13) Ms. Franchini’s employment with us terminated effective March 1, 2024. Under the terms of the letter agreement we entered into with Ms. Franchini in connection with her separation from employment, her outstanding equity awards will continue to vest in accordance with their terms until the end of the consulting period on February 28, 2025, after which date her unvested awards will lapse. |
Outstanding Equity Awards at Fiscal Year-End for 2023
| (14) Dr. Vaishnaw ceased serving as an executive officer effective October 2, 2023 when he transitioned from the role of President to a part-time role as Chief Innovation Officer. |
Outstanding Equity Awards at Fiscal Year-End for 2023
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Outstanding Equity Awards at Fiscal Year-End for 2023
The following table sets forth information concerning the exercise of stock options and the vesting of RSUs and PSUs during 2023 for each of our NEOs.
2023 Option Exercises and Stock Vested
2023 Option Exercises and Stock Vested
2023 Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Yvonne L. Greenstreet, MBChB, MBA | — | — | 25,893 | 5,048,040 | | Jeffrey V. Poulton | — | — | 10,904 | 2,097,170 | | Pushkal Garg, M.D. | 5,000 | 517,750 | 11,921 | 2,298,040 | | Tolga Tanguler | — | — | 8,302 | 1,777,450 | | Indrani L. Franchini, J.D.(2) | — | — | 5,175 | 1,163,910 | | Akshay K. Vaishnaw, M.D., Ph.D.(3) | 41,745 | 5,902,096 | 14,253 | 2,748,910 |
2023 Option Exercises and Stock Vested
| (1) The value realized on exercise is based on the market price of the shares at exercise less the applicable option exercise price. |
2023 Option Exercises and Stock Vested
| (2) Ms. Franchini’s employment with us terminated effective March 1, 2024. |
2023 Option Exercises and Stock Vested
| (3) Dr. Vaishnaw ceased serving as an executive officer effective October 2, 2023 when he transitioned from the role of President to a part-time role as Chief Innovation Officer. |
Potential Payments Upon Termination or Change-in-Control (CIC)
Potential Payments Upon Termination or Change-in-Control (CIC)
CEO Pay Ratio
CEO Pay Ratio In connection with Item 402(u) of Regulation S-K adopted pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to calculate and disclose the median annual compensation of all of our employees (excluding our CEO during 2023, Dr. Greenstreet), the annual compensation of Dr. Greenstreet, and the ratio of these two amounts. Based on a significant number of new hires in 2023, we did not elect to use the same median employee as the prior year. Our median employee was identified using the entire population of our employees as of October 1, 2023 based on a consistently applied compensation measure, or CACM, that reasonably reflects the annual compensation of employees. The CACM selected by us for our disclosure included annual base salary for salaried employees (or wages based on an annual work schedule for non-permanent employees), overtime for the year-to-date period ended October 1, 2023, target bonus opportunity for 2023 and the grant-date fair value for stock-based awards (calculated in accordance with requirements for the Summary Compensation Table). In 2023, the target bonus opportunity for our non-field-based employees was based on corporate and individual performance under our AIP and the target bonus opportunity for field-based employees consisted of sales-related metrics in connection with the continued launch and commercialization of our commercial products during 2023 under our field-based incentive plan. Based on the CACM methodology described above, we identified the median employee. We calculated the 2023 compensation for our median employee of $255,415 in the same manner we
CEO Pay Ratio
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CEO Pay Ratio
determine the annual total compensation of our NEOs for purposes of the Summary Compensation Table. Dr. Greenstreet’s 2023 compensation as disclosed in the Summary Compensation Table is $8,895,670. As a result, our CEO to median employee pay ratio for 2023 is 35:1, representing an increase from the ratio for 2022 as a result of the increase in equity granted to the CEO in 2023. This pay ratio is a reasonable estimate calculated by a method consistent with the SEC requirements, described above, based on our payroll and employment records. As a result of a variety of factors, including employee populations, potential differences in the components used for the CACM, compensation philosophies and certain assumptions, pay ratios reported by other companies may not be comparable to our pay ratio. The pay ratio is not utilized by our management or our PC&C committee for compensation-related decisions.
Pay Versus Performance
Pay Versus Performance The following section has been prepared in accordance with the SEC’s pay versus performance, or PvP, disclosure rules. Under the PvP rules, the SEC has developed a definition of pay, referred to as Compensation Actually Paid, or CAP, which we are required to calculate and then compare to certain specified performance measures. Under the PvP rules, CAP for the principal executive officer, or PEO, and the average non-PEO NEOs is calculated by starting with the Summary Compensation Table values for the relevant years and then making the following adjustments (as are applicable):
Pay Versus Performance
| • | Subtracting: the grant date fair value of equity awards granted during the year; and the change in pension value for the year; and |
Pay Versus Performance
| • | Adding: the year-end fair value of unvested equity awards granted during the year; for equity awards granted in prior years that are outstanding and unvested at the end of the year, the difference between the fair value at the end of the year as compared to the end of the immediately prior year; for equity awards granted in prior years that vested during the year, the difference between the fair value as of the vesting date as compared to the end of the immediately prior year; and the pension service cost for that year. |
Pay Versus Performance
As a general matter, our board and PC&C committee do not use CAP as a basis for making compensation decisions. Our PC&C committee has adopted an executive compensation philosophy that is designed to ensure that a substantial majority of NEO compensation is performance-based and at risk. Further to this philosophy, our PC&C committee has adopted incentive structures and governance policies that we believe align the interests of our NEOs with those of long-term stockholders, including a strong emphasis on performance-based equity awards, annual incentive payouts based on our performance against preset goals (with no guaranty of any minimum payout), and no guaranteed increases in base salaries. We believe that these structures and governance policies incentivize our NEOs and other employees to achieve goals aimed at increasing the long-term value of our enterprise. Importantly, because of the SEC-mandated formula for calculating CAP, period-to-period fluctuations in CAP reported for our NEOs may not correlate with our performance against our goals and the related compensation decisions made by our board and PC&C committee.
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| | | | | | Value of Initial Fixed $100 Investment Based on: | | (in thousands) | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1)(3)(5) | Average Summary Compensation Table Total for non-PEO NEOs ($) (2) | Average Compensation Actually Paid to non-PEO NEOs ($)(2)(4)(5) | TSR ($)(6) | Peer Group TSR ($)(6) | Net Loss ($) | CSM - Net Product Revenue ($) | | 2023 | 8,895,670 | 11,410,294 | 2,922,458 | 1,574,481 | 166.20 | 118.87 | (440,242) | 1,241,474 | | 2022 | 4,588,810 | 19,043,460 | 3,580,510 | 12,601,300 | 206.35 | 113.65 | (1,131,156) | 894,329 | | 2021 | 10,176,685 | 17,514,345 | 5,918,910 | 10,714,290 | 147.24 | 126.45 | (852,824) | 662,138 | | 2020 | 7,818,164 | 10,766,569 | 4,240,550 | 4,221,270 | 112.85 | 126.42 | (858,281) | 361,520 |
Pay Versus Performance Table
| (1) For 2023 and 2022, our PEO was Yvonne L. Greenstreet, MBChB, MBA. For 2021 and 2020, our PEO was John M. Maraganore, Ph.D. |
Pay Versus Performance Table
| (2) For 2023, our non-PEO NEOs were Jeffrey V. Poulton, Pushkal P. Garg, M.D., Tolga Tanguler, Indrani L. Franchini, J.D., and Akshay K. Vaishnaw, M.D., Ph.D. For 2022, our non-PEO NEOs were Dr. Vaishnaw, Mr. Poulton, Dr. Garg, and Ms. Franchini. For 2021, our non-PEO NEOs were Dr. Greenstreet, Dr. Vaishnaw, Mr. Poulton, and Mr. Tanguler. For 2020, our non-PEO NEOs were Dr. Greenstreet, Dr. Vaishnaw, Mr. Poulton, Laurie B. Keating, and Barry E. Greene. |
Pay Versus Performance Table
| (3) Following is a summary of the adjustments made to PEO compensation as reported in the Summary Compensation Table to determine PEO CAP as reported in this table: |
Pay Versus Performance Table
| | 2023 | 2022 | 2021 | 2020 | | Total Compensation Reported in SCT | 8,895,670 | 4,588,810 | 10,176,685 | 7,818,164 | | LESS: the grant date fair value of equity awards granted in the year indicated | (6,744,150) | (2,498,790) | (7,861,410) | (5,746,295) | | ADD: the year-end fair value of outstanding and unvested equity awards granted in the year indicated (a) | 8,173,520 | 5,823,820 | 9,100,080 | 7,670,290 | | ADD: the change in fair value of equity awards granted in years prior to the year indicated that were outstanding and unvested at the end of the year indicated (as compared to fair value at the end of the immediately prior year) (a) | 344,240 | 7,353,620 | 2,419,780 | 743,590 | | ADD: the change in fair value of equity awards granted in years prior to the year indicated that vested in the year indicated (fair value at vesting date as compared to the end of the immediately prior year) (a) | 741,014 | 3,776,000 | 3,679,210 | 280,820 | | Total (Net) Adjustments | 11,410,294 | 19,043,460 | 17,514,345 | 10,766,569 |
Pay Versus Performance Table
| (a) We determined the year-end fair value of PSUs for the year indicated. If the achievement of the performance condition for the PSU was not probable, as defined under applicable accounting guidance, then we assigned a fair value of $0. |
Pay Versus Performance Table
| | Page | 84 |
Pay Versus Performance Table
| (4) Following is a summary of the adjustments made to average non-PEO NEO compensation as reported in the Summary Compensation Table to determine average non-PEO NEO CAP as reported in this table: |
Pay Versus Performance Table
| | 2023 | 2022 | 2021 | 2020 | | Average Total Compensation Reported in SCT | 2,922,458 | 3,580,510 | 5,918,910 | 4,240,550 | | LESS: the grant date fair value of equity awards granted in the year indicated | (1,888,468) | (2,548,800) | (4,891,560) | (3,113,250) | | ADD: the year-end fair value of outstanding and unvested equity awards granted in the year indicated (a) | 2,288,708 | 5,582,350 | 6,583,990 | 2,334,450 | | ADD: the change in fair value of equity awards granted in years prior to the year indicated that were outstanding and unvested at the end of the year indicated (as compared to fair value at the end of the immediately prior year) (a) | (852,294) | 3,941,750 | 962,260 | 389,660 | | ADD: the change in fair value of equity awards granted in years prior to the year indicated that vested in the year indicated (fair value at vesting date as compared to the end of the immediately prior year) (a) | (895,923) | 2,045,490 | 2,140,690 | 369,860 | | Total (Net) Adjustments | 1,574,481 | 12,601,300 | 10,714,290 | 4,221,270 |
Pay Versus Performance Table
| (a) We determined the year-end fair value of PSUs for the year indicated. If the achievement of the performance condition for the PSU was not probable, as defined under applicable accounting guidance, then we assigned a fair value of $0. |
Pay Versus Performance Table
| (5) In calculating CAP reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations were calculated in accordance with FASB ASC Topic 718. We did not report a change in pension benefit values for any of the years reflected in the table, and therefore adjustments to pension benefit values were not included in calculating CAP reflected in these columns, because we do not sponsor, maintain or contribute to a defined benefit pension plan. |
Pay Versus Performance Table
| (6) The company TSR and the company’s Peer Group TSR reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K. The peer group used to determine the company’s Peer Group TSR for each applicable fiscal year is the following published industry index, as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023 pursuant to Item 201(e) of Regulation S-K: Nasdaq Biotechnology Index (NBI). |
Pay versus Performance Comparative Disclosure
Pay versus Performance Comparative Disclosure The following reflect the relationships between (i) CAP to our PEO, and the average of CAP to our non-PEO NEOs, to our net income, (ii) CAP to our PEO, and the average of CAP to our non-PEO NEOs, to our cumulative total shareholder return and our cumulative total shareholder return to our peer group total shareholder return, and (iii) CAP to our PEO, and the average of CAP to our NEOs, to our global net product revenues (the CSM), in each case for the years 2020 through 2023.
Pay versus Performance Comparative Disclosure
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Pay versus Performance Comparative Disclosure
| | Page | 86 |
Pay versus Performance Comparative Disclosure
| | Page | 87 |
Proposal 1 – Election of Four (4) Class II Directors
Proposal 1 – Election of Four (4) Class II Directors With respect to the election of directors (Proposal 1), each nominee presented in Proposal 1 must be elected by a majority of the votes properly cast. Nominees are elected by a majority vote for non-contested director elections. Because the number of nominees properly nominated for the annual meeting is the same as the number of directors to be elected, the election of directors at this annual meeting is non-contested. If the number of votes FOR a nominee exceeds the number of votes AGAINST a nominee (among votes properly cast by stockholders who are either present online or represented by proxy), then the nominee will be elected. With respect to Proposal 1, you may:
Proposal 1 – Election of Four (4) Class II Directors
| • | vote FOR all nominees; |
Proposal 1 – Election of Four (4) Class II Directors
| • | vote FOR one or more nominee(s) and AGAINST one or more of the other nominee(s); |
Proposal 1 – Election of Four (4) Class II Directors
| • | vote AGAINST all nominees; or |
Proposal 1 – Election of Four (4) Class II Directors
| • | ABSTAIN from voting for or against one or more nominee(s). |

DEF 14A of Alnylam Pharmaceuticals, Inc.

INFORMATION CONCERNING DIRECTOR NOMINEES –

ELECTION OF CLASS II DIRECTORS (PROPOSAL 1)

ELECTION OF CLASS II DIRECTORS (PROPOSAL 1)

ELECTION OF CLASS II DIRECTORS (PROPOSAL 1)

Class II—Directors/Nominees to be elected at the 2024 annual meeting (terms expiring in 2027)

Class II—Directors/Nominees to be elected at the 2024 annual meeting (terms expiring in 2027)

Class II—Directors/Nominees to be elected at the 2024 annual meeting (terms expiring in 2027)

Class II—Directors/Nominees to be elected at the 2024 annual meeting (terms expiring in 2027)

Class III—Directors Whose Terms Expire in 2025

Class III—Directors Whose Terms Expire in 2025

Class III—Directors Whose Terms Expire in 2025

Class III—Directors Whose Terms Expire in 2025

Class III—Directors Whose Terms Expire in 2025

Class III—Directors Whose Terms Expire in 2025

Class III—Directors Whose Terms Expire in 2025

Class III—Directors Whose Terms Expire in 2025

Class III—Directors Whose Terms Expire in 2025

Class I—Directors Whose Terms Expire in 2026

Class I—Directors Whose Terms Expire in 2026

Class I—Directors Whose Terms Expire in 2026

Class I—Directors Whose Terms Expire in 2026

Class I—Directors Whose Terms Expire in 2026

Class I—Directors Whose Terms Expire in 2026

Class I—Directors Whose Terms Expire in 2026

Class I—Directors Whose Terms Expire in 2026

Class I—Directors Whose Terms Expire in 2026

People, Culture and Compensation Committee

DIRECTOR COMPENSATION

Compensation of Directors

Compensation of Directors

Compensation of Directors

Compensation of Directors

Compensation of Directors

Compensation of Directors

Compensation of Directors

Compensation of Directors

Compensation of Directors

Director Compensation

Director Compensation

Director Compensation

Director Compensation

Director Compensation

Director Outstanding Equity Awards at Fiscal Year-End for 2023

Director Outstanding Equity Awards at Fiscal Year-End for 2023

Director Outstanding Equity Awards at Fiscal Year-End for 2023

Director Outstanding Equity Awards at Fiscal Year-End for 2023

Director Outstanding Equity Awards at Fiscal Year-End for 2023

Director Outstanding Equity Awards at Fiscal Year-End for 2023

Director Outstanding Equity Awards at Fiscal Year-End for 2023

COMPENSATION DISCUSSION AND ANALYSIS

Board Response to Stockholder Feedback

Executive Compensation Governance Practices

Each Compensation Element Serves a Unique Purpose

Each Compensation Element Serves a Unique Purpose

Base Salary

Short-Term Incentives—2023 Annual Incentive Program

Short-Term Incentives—2023 Annual Incentive Program

Short-Term Incentives—2023 Annual Incentive Program

Annual Incentive Payout Matrix

Annual Incentive Payout Matrix

Annual Incentive Payout Matrix

Annual Incentive Payout Matrix

Annual Incentive Payout Matrix

Calculation of Annual Cash Incentives

Calculation of Annual Cash Incentives

Calculation of Annual Cash Incentives

Calculation of Annual Cash Incentives

Calculation of Annual Cash Incentives

2023 Annual Incentive Plan Awards

2023 Annual Incentive Plan Awards

2023 Annual Incentive Plan Awards

2023 Annual Incentive Plan Awards

2023 Annual Incentive Plan Awards

2023 Annual Incentive Plan Awards

Long-Term Incentives – 2023 Equity Awards

Long-Term Incentives – 2023 Equity Awards

Long-Term Incentives – 2023 Equity Awards

Long-Term Incentives – 2023 Equity Awards

Long-Term Incentives – 2023 Equity Awards