DEF 14A of Alnylam Pharmaceuticals, Inc.

Filed Apr 6, 2026 · FY20250001628280-26-023923

Open on EDGAR

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Alnylam has led the translation of RNA interference, or RNAi, into a whole new class of innovative medicines for people afflicted with rare and prevalent diseases with unmet need. Based on Nobel Prize-winning science, RNAi therapeutics represent a powerful, clinically validated approach that has yielded transformative medicines. Since our founding in 2002, Alnylam has led the RNAi revolution and continues to deliver on a bold vision to turn scientific possibility into reality. Our commercial RNAi therapeutic products are AMVUTTRA® (vutrisiran), ONPATTRO® (patisiran), GIVLAARI® (givosiran), OXLUMO® (lumasiran), Leqvio® (inclisiran), which is being commercialized by our collaborator, Novartis, and Qfitlia® (fitusiran), which is being commercialized by our collaborator, Sanofi. We also have a deep pipeline of investigational medicines, including multiple product candidates that are in late-stage development. 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. In May 2025, Dr. Phillip A. Sharp, a scientific founder of Alnylam and Nobel Prize recipient, retired from our board of directors, effective as of May 8, 2025. Dr. Sharp was most recently elected to our board of directors in June 2023 and served as a Class I director. In connection with Dr. Sharp’s retirement, our board of directors reduced its size from twelve members to eleven members, effective as of May 8, 2025. In December 2025, Michael W. Bonney and Carolyn R. Bertozzi, Ph.D. each provided notice of their resignations from our board of directors, effective as of December 2, 2025. In connection with their resignations, our board of directors reduced its size from eleven members to ten members, effective as of December 2, 2025. In December 2025, our board of directors elected Stuart A. Arbuckle as a Class I director to fill the vacancy, effective as of January 5, 2026. Mr. Arbuckle’s term expires at the 2026 annual meeting. At the annual meeting, we are proposing the election of three (3) Class I directors to hold office until the annual meeting of stockholders to be held in 2029, 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 Stuart A. Arbuckle, Yvonne L. Greenstreet, M.D., and Elliott Sigal, M.D., Ph.D. for election to the board of directors as Class I directors. Each of Drs. Greenstreet and Sigal and Mr. Arbuckle is currently serving as a Class I director. Dr. Greenstreet has served as a director since 2021, Dr. Sigal has served as a director since 2022, and Mr. Arbuckle has served as a director since January 2026. The persons named in the enclosed proxy will vote to elect each nominee as a Class I director unless the proxy is marked otherwise. Drs. Greenstreet and Sigal and Mr. Arbuckle 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 I director will be elected to serve on our board if the number of shares voted “For” that nominee exceeds the number of shares voted “Against” that nominee. 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.
Class I—Directors/Nominees to be elected at the 2026 annual meeting (terms expiring in 2029)
| | | | | EXPERIENCE, EXPERTISE AND QUALIFICATIONS Mr. Arbuckle previously served as Executive Vice President and Chief Operating Officer of Vertex Pharmaceuticals Incorporated, a biopharmaceutical company, from August 2021 until his retirement in July 2025. Prior to that, he served as Executive Vice President and Chief Commercial Officer of Vertex from September 2012 to August 2021. Prior to joining Vertex, Mr. Arbuckle spent eight years at Amgen Inc., a global biopharmaceutical company, in multiple commercial leadership roles, including Vice President and General Manager for Amgen’s oncology business unit, where he was responsible for sales and marketing efforts for Aranesp®, Neulasta® and NEUPOGEN®, and led the successful launches of XGEVA® and Nplate®. Prior to joining Amgen, Mr. Arbuckle spent more than 15 years at GlaxoSmithKline plc, a pharmaceutical company, and its predecessors, where he held positions of increasing responsibility in sales and marketing for medicines aimed at treating metabolic, respiratory, musculoskeletal, cardiovascular and other diseases. Mr. Arbuckle currently serves as a director of Rhythm Pharmaceuticals, Inc. and Praxis Precision Medicines, Inc. and previously served as a director of ImmunoGen, Inc. prior to its acquisition by AbbVie Inc. KEY CONTRIBUTIONS TO THE BOARD Mr. Arbuckle brings to our board more than 30 years of global commercial and leadership experience at leading biopharmaceutical companies, including senior executive roles at Vertex and Amgen. Mr. Arbuckle’s extensive expertise in building and leading high-performing commercial organizations, driving successful product launches, and scaling operations across diverse geographies provides valuable perspective to our board as we establish durable leadership in TTR amyloidosis, advance our high-yielding pipeline of RNAi therapeutics, and scale our global operations with financial discipline and agility under our new Alnylam 2030 strategy. His substantial public company governance experience from service on the boards of public biotechnology companies also positions him well to serve as a member of our board. | | Stuart A. Arbuckle INDEPENDENT DIRECTOR Director since: 2026 Age: 60 | |
Class I—Directors/Nominees to be elected at the 2026 annual meeting (terms expiring in 2029)
| | | | | EXPERIENCE, EXPERTISE AND QUALIFICATIONS Dr. Greenstreet has served as our CEO 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 to 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 the Senior Vice President and Head of Medicines Development at Pfizer Inc., or Pfizer, a global pharmaceutical company, from December 2010 to November 2013. Prior to joining Pfizer, Dr. Greenstreet worked for 18 years at GlaxoSmithKline plc, 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 the Product Management Board. Dr. Greenstreet currently serves as a director of The American Funds and as a member of the Biotechnology Industry Organization Health Section Governing Board. Dr. Greenstreet previously served on the board 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 2030 strategy, which focuses on achieving leadership in TTR amyloidosis, driving sustainable innovation, and delivering sustained, profitable growth by the end of 2030. | | Yvonne L. Greenstreet, M.D. CHIEF EXECUTIVE OFFICER AND NON-INDEPENDENT DIRECTOR Director since: 2021 Age: 63 | |
Class I—Directors/Nominees to be elected at the 2026 annual meeting (terms expiring in 2029)
| | | | | 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 a 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 committee, which he chairs, and our People, Culture and Compensation, or PC&C, committee, on which he serves, as we seek to accelerate growth in our early stage pipeline across multiple tissue types, advance our late stage clinical development pipeline towards commercialization, and drive sustainable innovation under our Alnylam 2030 strategy. | | Elliott Sigal, M.D., Ph.D. INDEPENDENT DIRECTOR Director since: 2022 Age: 74 Committees: ▪People, Culture and Compensation Committee ▪Science and Technology Committee (Chair) | |
Class II—Directors Whose Terms Expire in 2027
Class II—Directors Whose Terms Expire in 2027
Class II—Directors Whose Terms Expire in 2027
| | | | | EXPERIENCE, EXPERTISE AND QUALIFICATIONS 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. Dr. Ausiello also serves as a director of Seres Therapeutics, Inc. and Rani Therapeutics Holdings, 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 seek to accelerate growth in our early stage pipeline across multiple tissue types, advance our late stage clinical development pipeline towards commercialization, and drive sustainable innovation under our Alnylam 2030 strategy. In addition, Dr. Ausiello oversaw a large research portfolio and an extensive research and education budget at Massachusetts General Hospital for nearly 20 years, providing him with 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 scientific and financial experience to our board and our science and technology committee. | | Dennis A. Ausiello, M.D. INDEPENDENT DIRECTOR Director since: 2012 Age: 80 Committees: ▪Nominating and Corporate Governance Committee ▪Science and Technology Committee | |
Class II—Directors Whose Terms Expire in 2027
| | | | | EXPERIENCE, EXPERTISE AND QUALIFICATIONS 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, including as a member of the Executive Leadership Team and President and General Manager of the Emerging Markets and Established Products business units, among other roles. Dr. Brandicourt also serves as a director of BeOne Medicines Ltd. and Vaxcyte, Inc. and previously served as a director of BenevolentAI. 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 establish durable leadership in TTR amyloidosis, advance our high-yielding pipeline of RNAi therapeutics towards commercialization, and scale our global operations with financial discipline and agility under our Alnylam 2030 strategy. 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. | | Olivier Brandicourt, M.D. INDEPENDENT DIRECTOR Director since: 2020 Age: 70 Committees: ▪People, Culture and Compensation Committee ▪Audit Committee | |
Class II—Directors Whose Terms Expire in 2027
| 6 | |
Class II—Directors Whose Terms Expire in 2027
| | | | | EXPERIENCE, EXPERTISE AND QUALIFICATIONS Mr. Kellogg served as Executive Vice President and Chief Corporate Strategy Officer of Celgene Corporation, or Celgene, a global biopharmaceutical company, from 2018 to 2019, and previously served as Executive Vice President and Chief Financial Officer of Celgene from 2014 to 2018. 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 previously served as a director of Idorsia Ltd. 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. We believe Mr. Kellogg’s financial expertise and experience in strategic transactions and organizational scaling will help drive sustained, profitable growth and financial discipline under our Alnylam 2030 strategy, and position him well to serve as a member of our board and our audit committee, which he chairs. | | Peter N. Kellogg INDEPENDENT DIRECTOR Director since: 2023 Age: 69 Committees: ▪Audit Committee (Chair) | |
Class II—Directors Whose Terms Expire in 2027
| | | | | EXPERIENCE, EXPERTISE AND QUALIFICATIONS Mr. Pyott served as the Chief Executive Officer of Allergan, Inc., or Allergan, 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 Pliant Therapeutics, Inc. and Tarsus Pharmaceuticals and previously served as a director of BioMarin Pharmaceutical Inc. and as a member of the Supervisory Board of Royal Philips NV. 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 to make significant contributions as we establish durable leadership in TTR amyloidosis, advance our high-yielding pipeline of RNAi therapeutics towards commercialization, and scale our global operations with financial discipline and agility under our Alnylam 2030 strategy. Mr. Pyott’s extensive public company governance experience, including service 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. | | David E.I. Pyott INDEPENDENT DIRECTOR Director since: 2015 Age: 72 Committees: ▪Nominating and Corporate Governance Committee (Chair) | |
Class II—Directors Whose Terms Expire in 2027
| 2026 PROXY STATEMENT | 7 |
Class III—Directors Whose Terms Expire in 2028
Class III—Directors Whose Terms Expire in 2028
Class III—Directors Whose Terms Expire in 2028
| | | | | EXPERIENCE, EXPERTISE AND QUALIFICATIONS Dr. Hamburg currently serves as Co-President (volunteer) of the InterAcademy Partnership. 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 the Harvard Medical School Board of Fellows. She currently chairs the Boards of The Commonwealth Fund, the International Biosecurity and Biosafety for Science Foundation Council and the Advisory Board for the Center on Regulatory Excellence, Duke-NUS School of Medicine in Singapore. Dr. Hamburg recently served as the Vice Chair of President Biden’s Intelligence Advisory Board and as a member of the Foreign Affairs Policy Board to the Secretary of State under the Biden Administration. 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 Biden, Obama, Clinton and Reagan administrations, including serving as the Commissioner of the FDA. She has performed basic and clinical research at the National Institutes of Health and Rockefeller University. Dr. Hamburg’s distinguished career and expertise continue to bring a unique regulatory and policy perspective, as well as valuable scientific and operational insight, to our board and our nominating and corporate governance committee as we work to establish durable leadership in TTR amyloidosis, advance our high-yielding pipeline of RNAi therapeutics, and scale our global operations with financial discipline and agility under our Alnylam 2030 strategy. | | Margaret A. Hamburg, M.D. INDEPENDENT DIRECTOR Director since: 2019 Age: 70 Committees: ▪Nominating and Corporate Governance Committee | |
Class III—Directors Whose Terms Expire in 2028
| | | | | 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. She also served as the Chief Operating Officer of HCSC 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. 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 in line with our Alnylam 2030 strategy. 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. | | Colleen F. Reitan INDEPENDENT DIRECTOR Director since: 2018 Age: 66 Committees: ▪Audit Committee ▪People, Culture and Compensation Committee (Chair) | |
Class III—Directors Whose Terms Expire in 2028
| 8 | |
Class III—Directors Whose Terms Expire in 2028
| | | | | 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 served as Executive Chair of Lyndra Therapeutics, Inc., a biotechnology company, from September 2019 to March 2025, where she was co-founder and served as the company’s initial Chief Executive Officer from 2015 to 2019. She also manages the LS Polaris Innovation Fund, which was formed in 2017. Ms. Schulman served as a senior lecturer at Harvard Business School from July 2014 to July 2021, and resumed this role in January 2025. Ms. Schulman was previously the Executive Vice President and General Counsel of Pfizer 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 Elevance Health and previously served as a director of Fractyl Health, Inc., SQZ Biotech 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, bring 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 to support the expansion of our portfolio of marketed products, advance our high-yielding pipeline of RNAi therapeutics, and scale our global operations with financial discipline and agility under our Alnylam 2030 strategy. 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 and our PC&C committee. | | Amy W. Schulman CHAIR OF THE BOARD Director since: 2014 Age: 65 Committees: ▪People, Culture and Compensation Committee ▪Nominating and Corporate Governance Committee | |
Class III—Directors Whose Terms Expire in 2028
| 2026 PROXY STATEMENT | 9 |
Class III—Directors Whose Terms Expire in 2028
| | Corporate Governance and the Board of Directors | | | |
Governance & Integrity
| | 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 2025. Our PC&C committee periodically reviews the compensation we pay to our non-employee directors, with input from its independent compensation consultant, Pay Governance. Our PC&C committee compares our board compensation to the 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 2025, as part of its annual review of our non-employee director compensation program, our PC&C committee, with the assistance of Pay Governance, performed a comprehensive assessment of our director compensation and determined that our practice of granting our annual equity awards entirely in the form of stock options was not consistent with the practices of our peer group companies. Following this review, the PC&C committee recommended, and our board of directors approved, effective, April 1, 2025, a change in the mix of our annual director equity compensation from 100% stock options to 50% stock options and 50% RSUs, with the aggregate annual grant value of $400,000 remaining unchanged. The PC&C committee determined that our non-employee director cash compensation was competitive with that of our peer group and made no changes to this component. The table below reflects our non-employee director compensation program for 2025.
Compensation of Directors
| COMPENSATION TYPE | COMPENSATION AMOUNT | | Annual Retainer | $60,000 | | Independent Board Chair Fee | $65,000 | | Lead Independent Director | $40,000 | | Committee Chair Fees: | | | Audit | $25,000 | | People, Culture and Compensation | $20,000 | | Nominating and Corporate Governance | $20,000 | | Science and Technology | $20,000 | | Committee Member Fees: | | | Audit | $12,500 | | People, Culture and Compensation | $10,000 | | Nominating and Corporate Governance | $10,000 | | Science and Technology | $10,000 | | Initial Stock Option Award (vests ratably in three annual installments) | $600,000 grant-date fair value** | | Annual Equity Award (vests on one-year anniversary)* | $400,000 grant-date fair value** |
Compensation of Directors
* Each non-employee director is generally eligible for an annual equity award beginning in the sixth month following his or her election to our board. Effective April 1, 2025, our board approved a modification to annual non-employee director equity compensation, transitioning from 100% stock option awards to a 50/50 split of stock options ($200,000) and restricted stock units ($200,000), with the aggregate annual equity grant value of $400,000 remaining unchanged. ** Actual number of non-qualified stock options awarded determined on the 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. Actual number of RSUs awarded determined by dividing the value of the award by the closing price of our common stock on the Nasdaq Global Select Market on the grant date. Our board may, in its discretion, increase or decrease the size of the stock option and/or restricted stock unit award made to a non-employee director upon election or in connection with the annual equity award or make other equity awards to our non-employee directors, subject to the limitations contained in our Second Amended and Restated 2018 Stock Incentive Plan, or the 2018 Plan.
Compensation of Directors
| 2026 PROXY STATEMENT | 25 |
Compensation of Directors
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 $1.0 million, respectively. As indicated in the table above, our current practice is to deliver aggregate compensation to our non-employee directors in amounts well under these aggregate limits, and we do not expect to change our current practice. We also reimburse our directors for reasonable travel and other related expenses incurred in connection with their service on our board. The following table sets forth information concerning the compensation of our non-employee directors in 2025:
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
| NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)(1)(3) | OPTION AWARDS ($)(2)(3) | ALL OTHER COMPENSATION ($) | TOTAL ($) | | Dennis A. Ausiello, M.D. | 80,000 | 200,220 | 199,630 | — | 479,850 | | Carolyn R. Bertozzi, Ph.D.(4) | 73,700 | 200,220 | 199,630 | — | 473,550 | | Michael W. Bonney(5) | 55,270 | 360,320 | 325,540 | — | 741,130 | | Olivier Brandicourt, M.D. | 82,500 | 200,220 | 199,630 | — | 482,350 | | Margaret A. Hamburg, M.D. | 70,000 | 200,220 | 199,630 | — | 469,850 | | Peter N. Kellogg | 85,000 | 200,220 | 199,630 | — | 484,850 | | David E.I. Pyott | 80,000 | 200,220 | 199,630 | — | 479,850 | | Colleen F. Reitan | 92,500 | 200,220 | 199,630 | — | 492,350 | | Amy W. Schulman | 141,460 | 200,220 | 199,630 | — | 541,310 | | Phillip A. Sharp, Ph.D.(6) | 45,920 | — | — | 7,010(7) | 52,930 | | Elliott Sigal, M.D., Ph.D. | 86,460 | 200,220 | 199,630 | — | 486,310 |
DIRECTOR COMPENSATION
(1)The amounts in this column reflect the aggregate grant date fair value of RSUs granted for the fiscal year ended December 31, 2025, calculated in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718. These amounts are calculated as the number of RSUs granted multiplied by the quoted closing market price of our common stock on the Nasdaq Global Select Market on the grant date. The amounts reported reflect our total accounting expense, excluding the effect of estimated forfeitures, and may not represent the amounts our directors will actually receive from the awards. (2)The amounts in this column reflect the aggregate grant date fair value of stock options granted for the fiscal year ended December 31, 2025, calculated in accordance with FASB ASC Topic 718. The assumptions we used to calculate these amounts are included in Note 10 to our audited consolidated financial statements for the fiscal year ended December 31, 2025 included in our Annual Report on Form 10-K filed with the SEC on February 12, 2026. The amounts reported reflect our total accounting expense, excluding the effect of estimated forfeitures, and may not represent the amounts our directors will actually receive from the awards. (3)The following table summarizes the equity awards granted to our non-employee directors for their service on our board during 2025 and the grant date fair value of such equity awards:
DIRECTOR OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025
DIRECTOR OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025
DIRECTOR OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025
| | 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 | 1,558 | — | 775 | | Carolyn Bertozzi, Ph.D.(2) | 11,054 | — | 775 | | Michael W. Bonney(3) | 48,103 | — | — | | Olivier Brandicourt, M.D. | 28,037 | — | 775 | | Margaret A Hamburg, M.D. | 51,006 | — | 775 | | Peter N. Kellogg | 11,734 | — | 775 | | David E.I. Pyott | 49,616 | — | 775 | | Colleen F. Reitan | 33,006 | — | 775 | | Amy W. Schulman | 66,320 | — | 775 | | Phillip A. Sharp, Ph.D.(4) | 640 | — | — | | Elliott Sigal, M.D., Ph.D. | 14,696 | — | 775 |
DIRECTOR OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025
(1)Unexercised option awards represent both exercisable and unexercisable awards. (2)In connection with Dr. Bertozzi’s resignation from our board, we entered into a consulting agreement with Dr. Bertozzi pursuant to which she will provide certain consulting services to us until June 30, 2026. Pursuant to the terms of Dr. Bertozzi’s equity award agreements, during the term of the consulting services, Dr. Bertozzi’s unvested equity awards will continue to vest, and she will have the lesser of three months following the date she ceases to provide services to us and the remainder of the stock option term to exercise any vested stock options, after which time all of her outstanding stock options will be cancelled. (3)In connection with Mr. Bonney’s resignation, and in recognition of his 11 years of service on our board, including service as board chair from December 2015 to August 2021 and as executive chair from August 2021 to January 2023, our board approved the acceleration of vesting, effective December 2, 2025, of Mr. Bonney’s 2025 annual non-employee RSU award and his 2025 annual non-employee director stock option. Mr. Bonney has the lesser of five years from the effective date of his resignation and the remainder of the stock option term to exercise any vested stock options, after which time all of his outstanding stock options will be cancelled. (4)Upon Dr. Sharp’s retirement from our board in May 2025, Dr. Sharp will have the lesser of five years from his cessation of services to the company and the remainder of the stock option term to exercise any vested stock options, after which time all of his outstanding stock options will be cancelled.
DIRECTOR OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025
| 2026 PROXY STATEMENT | 27 |
DIRECTOR OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025
| | Securities Ownership | | | |
Delinquent Section 16(a) Reports
| | | | | 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 since October 2020 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 the Senior Vice President and Head of Medicines Development at Pfizer from December 2010 to November 2013. Prior to joining Pfizer, Dr. Greenstreet worked for 18 years at GlaxoSmithKline plc, 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 the Product Management Board. Dr. Greenstreet currently serves as a director of The American Funds and as a member of the Biotechnology Industry Organization Health Section Governing Board. Dr. Greenstreet previously served on the board of directors of argenx SE and Pacira BioSciences, Inc. | | Yvonne L. Greenstreet, M.D. Age: 63 | |
Delinquent Section 16(a) Reports
| | | | | Mr. Poulton has served as our Executive Vice President and Chief Financial Officer since August 2019. Prior to joining Alnylam, Mr. Poulton served as Chief Financial Officer of Indigo Agriculture, a plant microbiome company, from January 2018 to April 2019, where he supported the initial commercial scale-up of the business, including expansion outside the U.S. Between 2003 and December 2017, Mr. Poulton held various roles of increasing responsibility at Shire Plc, most recently as Chief Financial Officer and a member of Shire’s Executive Committee and Board of Directors from January 2015 to December 2017. During his tenure at Shire, Mr. Poulton also led Shire’s rare disease U.S., LATAM, and Asia Pacific commercial operations, as well as Shire’s global rare disease business unit. Prior to Shire, Mr. Poulton led corporate finance and business development initiatives in both the gas and electric utilities industry and the materials manufacturing sector, serving in financial leadership positions at Cinergy Corp and PPG Industries. Mr. Poulton also serves as a member of the board of directors of CervoMed Inc., and previously served on the board of Homology Medicines, Inc. Mr. Poulton served in the United States Navy as a Commissioned Officer. | | Jeffrey V. Poulton Age: 58 | |
Delinquent Section 16(a) Reports
| | | | | Dr. Garg has served as our Executive Vice President and Chief Research and Development Officer since June 2025. Dr. Garg previously served as our Chief Medical Officer, Executive Vice President, Development and Medical Affairs from January 2022 to June 2025. Dr. Garg joined Alnylam in 2014 as Senior Vice President, Clinical Development, was appointed Chief Medical Officer in January 2017, and named Executive Vice President in March 2019. Prior to joining Alnylam in 2014, Dr. Garg served as Vice President, Global Clinical Research, Immunoscience at BMS where he was the strategic leader of the Immunoscience franchise, and oversaw the development of multiple clinical assets across the areas of rheumatology, gastroenterology, nephrology, and transplantation. Preceding this, Dr. Garg held various roles at Millennium Pharmaceuticals, Inc., overseeing the clinical development of multiple small molecule and biologic therapeutics for the treatment of inflammatory disorders. Before joining the biopharmaceutical industry, he was on the faculty at Harvard Medical School and the Brigham and Women’s Hospital in Boston. Dr. Garg previously served as a director of SQZ Biotechnologies. | | Pushkal Garg, M.D. Age: 58 | |
Delinquent Section 16(a) Reports
| | | | | Mr. Tanguler has served as our Chief Commercial Officer since January 2021. Prior to joining Alnylam, Mr. Tanguler served as Senior Vice President and Head of U.S. at Alexion Pharmaceuticals, Inc., a biopharmaceutical company, from November 2018 to December 2020. Mr. Tanguler has over 25 years of experience in the global biopharmaceutical industry, including as the President of the North America rare disease unit at Pfizer from October 2014 to October 2018. Mr. Tanguler also serves as a director of Lexeo Therapeutics, Inc., a clinical stage genetic medicine company. Mr. Tanguler holds a B.S. in Finance and Economics from Istanbul University and an MBA from Michigan State University. | | Tolga Tanguler Age: 53 | |
Delinquent Section 16(a) Reports
| | | | | Dr. Fitzgerald has served as our Executive Vice President, Chief Scientific Officer and Head of Early Research and Early Development since August 2023. Dr. Fitzgerald joined Alnylam in 2005 as Associate Director of Research and has served in roles of increasing responsibility and leadership since that time, serving most recently as Chief Scientific Officer of Alnylam since May of 2019. Prior to Alnylam, Dr. Fitzgerald worked for seven years at BMS, a global biopharmaceuticals company. Dr. Fitzgerald has 25 years of drug discovery experience, including leadership of our RNAi delivery efforts and the development of our RNAi therapeutic novel class of medicines. He is an inventor on over 50 patents, including patents covering the majority of our marketed products, and has authored over 50 papers. Dr. Fitzgerald also serves as a director of Ovid Therapeutics Inc. | | Kevin J. Fitzgerald, Ph.D. Age: 58 | |
OUR COMPENSATION ALIGNS WITH LONG-TERM STOCKHOLDER INTERESTS
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 200% based on company performance measured against pre-established goals, with 84% of our CEO’s total direct compensation and an average of 87% of our other NEOs’ 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
2025 Special RSU Awards
2025 Special RSU Awards In November 2024, the U.S. Food and Drug Administration accepted for review our supplemental New Drug Application, or sNDA, for vutrisiran (the generic name for AMVUTTRA) for the treatment of ATTR-CM and set an action date goal of March 23, 2025 under the Prescription Drug User Fee Act, or PDUFA. As part of its review of our executive officer compensation in February 2025, the PC&C committee
2025 Special RSU Awards
| 34 | |
2025 Special RSU Awards
considered the significance of the March PDUFA date and the importance of certain of our executive officers to securing the timely approval of the sNDA, to the success of the subsequent launch of AMVUTTRA in ATTR-CM, and to leading the disciplined but rapid scaling of our organization needed to enable our next phase of growth as a company. The PC&C committee also benchmarked the value of the annual long-term incentive awards to be granted to our executive officers against median values for our compensation peer group, and concluded that certain of our executive officers were receiving grants that were below this median value. Based on these considerations and to further encourage retention and focused execution by these executives during a critical period ahead for the company, the PC&C committee, concurrent with our annual long-term incentive grants to our NEOs and other executives, determined to make special RSU grants to each of Messrs. Poulton and Tanguler and Dr. Garg, each with a grant date value of $2.5 million, with the shares subject to the RSU awards vesting in substantially equal installments on the first, second and third anniversaries of the grant date, provided that the applicable executive officer continues to be employed with us through the applicable vesting date. The PC&C committee believed that special grants of RSUs with three-year vesting would be an effective way to incentivize and retain these three key executive officers during a crucial execution period for our company and that a grant date value of $2.5 million was an appropriate amount in light of the amounts of these executive officers’ annual compensation.
2026 Special CEO PSU Award
2026 Special CEO PSU Award Effective March 2, 2026, our board, following the recommendation of the PC&C committee and concurrent with our annual long-term incentive grants to our NEOs and other executive officers, granted a special, fully performance-based equity award to Dr. Greenstreet that is not scheduled to vest, if at all, until December 2029. Under Dr. Greenstreet’s leadership as CEO, we have: ▪produced a stockholder return of nearly 100%, measured from the effective date of her appointment as CEO through the grant date of the special equity award; ▪launched AMVUTTRA in multiple indications, including the landmark approval for ATTR-CM in 2025; ▪developed a high yielding pipeline with over 25 programs in active clinical development, including three recently initiated Phase 3 clinical trials; and ▪met or exceeded all of our Alnylam P5x25 goals for the five-year period ending in 2025, including achieving profitability. In granting the special equity award, the board and PC&C committee recognized these accomplishments and the vital importance of Dr. Greenstreet to our continued success, including her leadership as we endeavor to achieve our ambitious Alnylam 2030 aspirations. The board viewed the special equity award as a prudent tool to retain and incentivize Dr. Greenstreet over the next several years and ensure sustained leadership and stability as we embark on our next phase of growth. After thoughtfully considering different design alternatives, the PC&C committee and board determined to grant a special PSU award to Dr. Greenstreet that is fully performance-based and tied to long-term stock price appreciation. Specifically, the PSU award will be earned (if at all) over 46 months and will provide value only in the event there is significant and sustained appreciation in our stock price through the last six months of 2029. The special equity award provides for a target number of 55,373 performance share units, which have a grant date fair value of $18.8 million. The PC&C committee and board believed this was an appropriate value for the special PSU award in light of the value of Dr. Greenstreet’s most recent annual equity awards and that this amount would provide Dr. Greenstreet with an additional incentive to continue to lead the company as we endeavor to achieve our Alnylam 2030 goals. Between 50% and 200% of the target number of shares subject to the special PSU award may vest if the highest average closing price of our common stock over a 30-consecutive trading day period in the six months prior to December 31, 2029 meets or exceeds certain thresholds. Specifically, 50% of the target shares will vest if our average stock price equals or exceeds $500 per share, 100% of the target shares will vest if our average stock price meets or exceeds $600 per share, 150% of the target shares will vest if our average stock price meets or exceeds $700 per share, and 200% of the shares will vest if our average stock price meets or exceeds $800 per share. These thresholds reflected increases of approximately 54%, 85%, 115% and 146%, respectively, over the closing price of our common stock on the Nasdaq Global Select Market on the grant date. If our average stock price does not reach $500 per share (the baseline threshold price) during the relevant period, the special equity award will be forfeited in full.
2026 Special CEO PSU Award
| 2026 PROXY STATEMENT | 35 |
2026 Special CEO PSU Award
The full terms of the special PSU award were described in our Current Report on Form 8-K filed with the SEC on March 4, 2026, and the value of the award will be included in the compensation tables in our 2027 proxy statement, as required by SEC rules.
Each Compensation Element Serves a Unique Purpose
| PAY ELEMENT | AT-RISK | DESCRIPTION | RATIONALE | | Base Salary | | ▪Fixed cash compensation reflective of individual performance, skills, experience and internal equity, after review of peer group data | ▪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 targets ▪Awards capped at 200% 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 | | ▪ Award value generally split 50% performance stock units, or PSUs, 25% restricted stock units, or RSUs, and 25% stock options ▪ PSUs only vest upon successful achievement of pre-established goals over a three-year performance period ▪ 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 and the award becomes vested and is exercised | ▪ 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 2025, 93% of our CEO’s total direct compensation and, on average, 92% 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 generally consists of performance-based equity awards granted in the form of PSUs.
CEO 2025 COMPENSATION MIX
| | 7% Base Salary | | | 9% Short-Term Cash Incentive | | | 42% Performance-Based Stock Units | | | 21% Restricted Share Unit Awards | | | 21% Time-Based Stock Options |
ALL OTHER NEO AVERAGE 2025 COMPENSATION MIX
| | 8% Base Salary | | | 5% Short-Term Cash Incentive | | | 19% Performance-Based Stock Units | | | 58% Restricted Share Unit Awards | | | 10% Time-Based Stock Options |
Base Salary
Base Salary Our PC&C committee reviews and approves base salary and base salary adjustments for our NEOs, other than our CEO, after review of peer group data 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 after review of peer group data conducted by its compensation consultant and consideration of 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.”
Base Salary
During the first quarter of 2025, the PC&C committee approved base salary adjustments for each of our NEOs other than our CEO (and other than Mr. Supran, who was not then employed), 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, 2025, and were based upon each NEO’s individual performance and a review by the PC&C committee and, in the case of our CEO, our board, of the base salaries payable to comparable executive officers by companies in our peer group. In connection with Mr. Supran joining the company in September 2025, the PC&C committee approved a starting base salary for Mr. Supran after review of peer group data and the recommendation of our CEO. The table below sets forth the 2025 and 2024 base salaries, in dollars, and the adjustment to base salaries, as a percentage, for each of our NEOs:
Short-Term Incentives – 2025 Annual Incentive Program
Short-Term Incentives – 2025 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 our NEOs’ interests directly with our corporate goals. Our NEOs are not eligible to receive a modifier on their AIP awards based on individual performance; instead our NEOs’ individual goals are generally the same as the corporate goals used for purposes of determining the awards payable under the AIP, and the amount of the awards that our NEOs receive is determined based on each NEO’s target award amount and the overall corporate performance multiplier. In the first quarter of 2025, management proposed, and the PC&C committee and board reviewed and approved, corporate goals in the following categories: Advance our Culture, Early Pipeline and Development Programs, and Marketed Products and Financial Performance. These categories, and the underlying metrics used to measure the company’s progress within these categories, represent a broad array of short-term goals that we believed were critical in the aggregate to delivering long-term value to stockholders. The approved goals, which are described in more detail below, represent milestones 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. In determining awards for our NEOs under the AIP, our PC&C committee and board considered our achievements against these goals. Based on its assessment of our performance after the close of the 2025 fiscal year, and as further set forth below, our PC&C committee and board determined that we met or exceeded the maximum performance level for all of our Advance our Culture goals, all of our Early Pipeline and Development Programs goals, and all of our Marketed Products and Financial Performance goals. Based on this determination, the PC&C committee recommended, and the board approved, a corporate performance modifier of 200%.
Short-Term Incentives – 2025 Annual Incentive Program
| 2026 PROXY STATEMENT | 39 |
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 core values while effectively scaling and integrating the enterprise ▪Execute on enterprise-wide initiatives that establish or enhance infrastructure necessary for scaling, including S2P, A-CAP, HR Transformation and Development 2.0 ▪Exceed benchmark engagement score with specific improvements in clarity in vision focus area | | ACTUAL: 40% ▼ | | | 20% | 40% | | Early Pipeline and Development Programs Progress our early pipeline and platform efforts on the leading edge of RNAi technology and advance our development programs to deliver transformative medicines to patients ▪Gain approval and launch for AMVUTTRA-CM label expansion ▪Continue to define the leading edge of RNAi therapeutics with expansion in registrational programs and company-led INDs ▪Progress enzymatic ligation from process development to GMP manufacturing | | ACTUAL: 80% ▼ | | | 40% | 80% | | Marketed Products and Financial Performance Execute on key commercial objectives, including: ▪Achieve net product revenue targets ▪Achieve key financial targets in 2025 Investment Plan | | ACTUAL: 80% ▼ | | | 40% | 80% | | Approved 2025 Corporate Performance Modifier for NEOs | | ACTUAL: 200% ▼ | | | 100% | 200% |
ANNUAL INCENTIVE PAYOUT MATRIX
For our Advance our Culture goals, the table below lists the threshold, target and maximum performance levels for each of the metrics in this category, together with our actual performance against each metric. As reflected in the matrix above, the PC&C committee and board determined that we met or exceeded the maximum performance level for each metric in this category.
ANNUAL INCENTIVE PAYOUT MATRIX
| GOAL | THRESHOLD | TARGET | MAXIMUM | ACTUAL PERFORMANCE | | Complete Implementation of Enterprise Infrastructure Systems | 2 Systems | 3 Systems | 4 Systems | 4 Systems with measurable efficiencies gained | | Culture Survey Engagement Score vs. Benchmark | Engagement Score 2% above benchmark | Engagement Score 2% above benchmark and 2% increase in Clarity in Vision | Engagement Score 4% above benchmark and 2% increase in Clarity in Vision | Engagement Score 6% above benchmark and 2% improvement in Clarity in Vision |
ANNUAL INCENTIVE PAYOUT MATRIX
| 40 | |
ANNUAL INCENTIVE PAYOUT MATRIX
For our Early Pipeline and Development Programs goals, the table below lists the threshold, target and maximum performance levels for each of the metrics in this category, together with our actual performance against each metric. As reflected in the matrix above, the PC&C committee and board determined that we met or exceeded the maximum performance level for each metric in this category.
ANNUAL INCENTIVE PAYOUT MATRIX
| GOAL | THRESHOLD | TARGET | MAXIMUM | ACTUAL PERFORMANCE | | Number of Alnylam-led INDs/CTAs Filed | 2 IND/CTAs | 3 IND/CTAs | 4 IND/CTAs | 4 IND/CTAs | | Enzymatic Ligation | Zilebesiran process successfully developed | Nucresiran GMP batch manufactured | Nucresiran GMP batch complies with Quality Control requirements | Nucresiran GMP batch complies with all Quality Control requirements | | AMVUTTRA ATTR-CM Regulatory Approvals and Launches | U.S. | U.S. + 1 Major Territory | U.S. + Japan + EU/UK Territory in 1H25 | U.S. + Japan + EU/UK Territory within 1H25 | | Number of Registrational Trials Initiated | 1 | 2 | 3 | 3 |
ANNUAL INCENTIVE PAYOUT MATRIX
For our Marketed Products and Financial Performance goal, the table below lists the threshold, target and maximum performance levels for each of the metrics in this category, together with our actual performance against each metric. As reflected in the matrix above, the PC&C committee and board determined that we met or exceeded the maximum performance level for each metric in this category.
ANNUAL INCENTIVE PAYOUT MATRIX
| GOAL | THRESHOLD | TARGET | MAXIMUM | ACTUAL PERFORMANCE | | Net Product Revenue | $2,098M | $2,257M | $2,500M | $2,987M | | Non-GAAP Combined R&D and SG&A Expense* | N/A | $2,137M | N/A | $2,182M** | | Non-GAAP Operating Income* | $80M | $380M | $550M | $850M | | Share Price Performance Against Executive Compensation Peer Group | 25th Percentile | 50th Percentile | 75th Percentile | Highest Share Price Performance Among Peers |
ANNUAL INCENTIVE PAYOUT MATRIX
* Non-GAAP Combined R&D and SG&A Expense and Non-GAAP Operating Income are non-GAAP financial measures that in 2025 excluded the impact of stock-based compensation expense from the corresponding GAAP numbers. ** Actual performance for purposes of the Non-GAAP Operating Income goal was determined excluding the impact of the aggregate 2025 AIP payouts.
ANNUAL INCENTIVE PAYOUT MATRIX
| 2026 PROXY STATEMENT | 41 |
Calculation of Annual Cash Incentives
Calculation of Annual Cash Incentives Annual cash incentives for our NEOs were calculated as shown below.
Calculation of Annual Cash Incentives
| Sum of maximum awards for all eligible plan participants | X | Corporate Performance Modifier of 0% to 200%* | | | | |
Calculation of Annual Cash Incentives
| | | 2025 Bonus Pool** | | | | | Base SalaryX | Target Annual Incentive Opportunity % | X | Performance Against Pre-Established Annual Corporate Goals | = | Preliminary Incentive Award Amount Guidelines Decision Making Final Incentive Award Amount | | Determined by reviewing: ▪Internal and market-based peer group benchmarks ▪Individual Performance | Established Using: ▪Market-based peer group benchmarks ▪Internal calibration | | ▪Advance Our Culture Based on Our Values, and Further Integrate People, Capabilities and Processes ▪Progress Our Early Pipeline and Platform Efforts on the Leading Edge of RNAi technology and Advance Our Development Programs to Deliver Transformative Medicines to Patients ▪Execute on Key Commercial Objectives | | |
Calculation of Annual Cash Incentives
* If the corporate performance level had been below 50%, the corporate performance modifier would have been 0%, and no awards would have been granted under the AIP. ** Our board and/or PC&C committee have the discretion to adjust the AIP payouts as each deems appropriate. In February 2025, our PC&C committee approved target awards for our CEO and our other NEOs (other than Mr. Supran, who was not then employed) under the 2025 AIP. After such review and based on market data, the PC&C committee recommended, and the board approved, a 5% increase in our CEO’s target bonus opportunity to bring her bonus opportunity more in line with the target bonus amounts within our peer group. The PC&C committee did not make adjustments to the target bonus opportunities of our other NEOs at this time. Later in 2025, the PC&C committee, with the assistance of its compensation consultant, reviewed market data for the target bonus award for our Chief Financial Officer. Based on this review, the PC&C committee approved an increase in Mr. Poulton's target bonus opportunity from 55% to 65% of base salary, reflecting the committee’s determination that an adjustment was appropriate to better align Mr. Poulton's target bonus opportunity with market practice for chief financial officers at companies in our peer group. As discussed above under the heading R&D Organizational Changes, in June 2025, we consolidated our research, development and medical functions into a single organization under Dr. Garg’s leadership and appointed Dr. Garg as our Chief Research and Development Officer. As a result of the increased responsibilities and position scope that Dr. Garg assumed, the PC&C committee approved a 10% increase in Dr. Garg’s target bonus opportunity. In connection with Mr. Supran joining the company in September 2025, the PC&C committee approved a target bonus opportunity of 55% of base salary for Mr. Supran after review of peer group data and the recommendation of our CEO based on the target bonus opportunities of our other executive officers.
Calculation of Annual Cash Incentives
| 42 | |
Calculation of Annual Cash Incentives
Each potential AIP award ranged from 0% to 200% of the NEO’s target award, and thus 200% of each NEO’s target award was the maximum AIP award achievable in the event we met or exceeded the maximum performance level for 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 at target performance level; (3) the maximum AIP award opportunity assuming we met or exceed the maximum performance level for all of our corporate goals; (4) the actual 2025 AIP awards for each NEO, which were paid in March 2026; and (5) the actual AIP award paid as a percentage of the respective NEO’s target AIP award opportunity.
2025 Annual Incentive Plan Awards
2025 Annual Incentive Plan Awards
2025 Annual Incentive Plan Awards
| NAME | 2025 TARGET AWARD (% OF BASE SALARY) | 2025 TARGET AWARD OPPORTUNITY ($) | 2025 MAXIMUM AWARD ($)(1) | 2025 ACTUAL AIP PAYOUT ($) | 2025 ACTUAL AIP PAYOUT (% OF TARGET AWARD OPPORTUNITY) | | Yvonne L. Greenstreet, M.D. | 125 | 1,781,250 | 3,562,500 | 3,562,500 | 200 | | Jeffrey V. Poulton | 65 | 475,150 | 950,300 | 950,300 | 200 | | Bryan A. Supran(2) | 55 | 107,412 | 214,820 | 214,820 | 200 | | Pushkal Garg, M.D. | 65 | 536,250 | 1,072,500 | 1,072,500 | 200 | | Tolga Tanguler | 55 | 391,600 | 783,200 | 783,200 | 200 |
2025 Annual Incentive Plan Awards
(1)The maximum award under the AIP is 200% of the respective NEO’s target award opportunity. (2)Mr. Supran joined the company on September 15, 2025 and received a prorated AIP award for 2025.
Long-Term Incentives – 2025 Equity Awards
Long-Term Incentives – 2025 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 varies based on their role and annual performance assessments. For more information about how we set the compensation of our NEOs, please see the section below entitled “Committee Process for Setting Total Compensation.” Our long-term incentive compensation program is designed to: ▪reward demonstrated leadership and performance; ▪align our executive officers’ interests with those of our stockholders through long-term value creation; ▪reinforce our pay-for-performance philosophy; ▪retain our executive officers through the vesting period of the awards; ▪maintain competitive levels of executive compensation; and ▪motivate our executive officers for outstanding future performance. During 2025, the PC&C committee, with the assistance of its compensation consultant, conducted a thorough review of our long-term incentive award program. 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. Prior to the 2025 equity awards, performance goals for a PSU award were binary, meaning payouts were either 0% or 100%, and performance goals were focused primarily on clinical development and/or regulatory milestones, which were required to occur within five or ten years following the grant date (or upon an earlier date specified in the award, as applicable). Following its review, the PC&C committee determined that it would be appropriate to further evolve our long-term incentive program by modifying the design of our PSUs to extend the performance period to three-years, add a second financial metric as a performance goal, and provide for a potential payout range from 0 to 200%. In making these PSU design changes, the PC&C committee considered, among other factors, market practice for similarly-situated companies, in particular companies in our executive compensation peer group, and noted that a large majority of similarly situated companies utilize a three-year performance period for PSUs. The PC&C committee also believed it was appropriate to include an equal number of financial and research and development performance goals to better reflect the current state of our company and to ensure the alignment of our executive officers’ interests with those of our stockholders.
Long-Term Incentives – 2025 Equity Awards
| 2026 PROXY STATEMENT | 43 |
Long-Term Incentives – 2025 Equity Awards
For our 2025 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 RSUs, and 25% in the form of stock options.
Annual Equity Awards
Annual Equity Awards 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 and financial performance goals over a three-year performance period. The determination as to whether a PSU vests, including the applicable level of performance, must be approved by our PC&C committee following completion of the applicable performance period. 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 award, the recipient does not have any rights as a stockholder with respect to the shares subject to such PSU or RSU award, 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 2025, the PC&C committee approved the following annual equity incentive awards for our then-employed NEOs:
2025 Annual Equity Incentive Awards
2025 Annual Equity Incentive Awards
2025 Annual Equity Incentive Awards
| NAME | PSU AWARD VALUE | RSU AWARD VALUE | OPTION AWARD VALUE | TOTAL AWARD VALUE | | Yvonne L. Greenstreet, M.D. | 8,750,000 | 4,375,000 | 4,375,000 | 17,500,000 | | Jeffrey V. Poulton | 2,362,500 | 3,681,250(1) | 1,181,250 | 7,225,000 | | Bryan A. Supran | — | — | — | — | | Pushkal Garg, M.D. | 1,885,000 | 3,442,500(1) | 942,500 | 6,270,000 | | Tolga Tanguler | 1,885,000 | 3,442,500(1) | 942,500 | 6,270,000 |
2025 Annual Equity Incentive Awards
(1)Includes the $2.5 million in award value discussed below under the heading “2025 Special RSU Awards.” (2)Mr. Supran joined the company on September 15, 2025 and accordingly did not receive an annual equity award in 2025. In connection with Mr. Supran joining the company in September 2025, the PC&C committee approved a sign-on equity award for Mr. Supran consisting of RSUs with a grant date value of $6.0 million. The sign-on award is time-based, with the shares subject to the RSU award vesting in substantially equal installments on the first, second and third anniversaries of the grant date, provided that Mr. Supran continues to be employed with us through each vesting date. Any unvested portion of the award will be forfeited upon Mr. Supran’s departure from the company. In determining the size of the award, the PC&C committee reviewed peer group data and considered the recommendation of our CEO and our standard practices for sign-on equity awards. In addition, a meaningful portion of the award was intended to replace equity and other benefits forfeited by Mr. Supran upon his departure from his prior employer. The PC&C committee followed our standard practice of granting sign-on equity awards in the form of RSUs with three-year vesting, which the committee believes appropriately aligns Mr. Supran’s interests with those of our long-term stockholders.
2025 Annual Equity Incentive Awards
| 44 | |
PSU Awards
PSU Awards Similar to prior years, the PC&C committee reviewed and selected performance goals for the 2025 PSU award that are consistent with our long-range plan and that represent multi-year strategic objectives that are related to important clinical development, regulatory and/or financial milestones. The PC&C committee believed that these performance goals were appropriate for the fiscal 2025 annual equity award because they balance our need to execute on key strategic priorities, including expansion into other tissues and disease areas, with our need to deliver strong financial performance, including achieving significant revenue growth and operating margin. Under the revised program design approved by the PC&C committee, the PSU award will vest, if at all, based on actual performance measured against the goals set forth below and the prescribed payout range under the award, subject to the PC&C committee’s determination that the applicable metric has been achieved and the associated level of such achievement. The PC&C committee will review the company’s performance against the applicable metric and determine whether such metrics have been achieved, including the level of achievement, no later than 90-days following the conclusion of the three-year performance period. The table below lists the performance goals for our 2025 PSU awards, the performance goals achieved in 2025 and 2026 with respect to previously granted PSU awards, and the performance goal that remains outstanding with respect to the PSU awards that were granted on February 27, 2023. All other PSU awards have fully vested and are no longer outstanding. The specific performance metrics for our 2025 PSU awards are not disclosed as these metrics are competitively sensitive.
PSU Awards
| DATE OF GRANT | PERFORMANCE GOAL (WEIGHTING %) | | ACHIEVED//NOT YET ACHIEVED | | March 3, 2025 | ▪Second Generation Manufacturing Process (25%) | | Not Yet Achieved (achievement to be determined in 2028) | | | ▪Initiation of Registrational Trials (25%) | | | | | ▪FY27 Net Product Revenues (25%) | | | | | ▪FY27 Non-GAAP Operating Margin (25%) | | | | March 1, 2024 | ▪Initiation of Phase 3 Clinical Study in a Prevalent Indication (e.g., Hypertension, Alzheimer’s, Diabetes) (30%) | | September 2025 | | | ▪Start of Phase 3 Clinical Study in ALN-TTRsc04 in ATTR Cardiomyopathy (30%) | | August 2025 | | | ▪Achievement of First $2.5 Billion in Annual Net Product Revenues Determined in Accordance with GAAP (40%) | | January 2026 | | 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%) | | November 2024 | | | ▪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%) | | February 2026 |
Equity Grant Practices
Equity Grant Practices Our PC&C committee generally approves the target value of annual equity awards for our executive officers, including each of our NEOs (except for the CEO whose annual equity awards are approved by our board), at a pre-scheduled meeting in the first quarter of the fiscal year. In certain circumstances, including the hiring or promotion of an individual, or where the PC&C committee determines it is in the best interests of the company, the PC&C committee may approve the grant of equity awards at other times. During fiscal 2025, we did not time the disclosure of material nonpublic information for the purpose of affecting the value of any executive compensation awarded, and no NEO was granted an equity award during the period beginning four business days before, and ending one business day after, the filing of a periodic report on Form 10-Q or an annual report on Form 10-K, or the filing or furnishing of a current report on Form 8-K that disclosed material nonpublic information.
Equity Grant Practices
| 2026 PROXY STATEMENT | 45 |
Compensation Peer Group and Peer Selection Process
Compensation Peer Group and Peer Selection Process We develop our executive compensation program after reviewing publicly available compensation data for our peer group and subscription survey data where there is not sufficient data publicly available. In evaluating the total direct compensation of our NEOs, our PC&C committee, using information provided by its independent 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 similar to our company with respect to: industry (pharmaceuticals, biotechnology), organizational structure, number of employees (headcount between 500 and 5,000) and positions, stage of development (commercial stage with robust pipeline), market capitalization (generally between $10 billion and $175 billion), and product revenues (generally greater than $500 million) | | 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.
2025 Peer Group
2025 Peer Group The PC&C committee annually reviews our peer group to determine whether 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 analyze and set compensation for our NEOs in the first quarter of the following fiscal year. Consistent with this approach, in the fourth quarter of 2024, the PC&C committee reviewed our peer group which at the time consisted of 12 companies operating in the biopharmaceutical/biotechnology industry. After review and analysis performed by the compensation consultant, the PC&C committee determined that Exelixis, Inc. and Jazz Pharmaceuticals plc were no longer appropriate peers due to their low market capitalizations relative to our selection criteria. The PC&C committee also determined that it would be appropriate to add two companies — Regeneron Pharmaceuticals, Inc. and Gilead Sciences, Inc. — to our peer group based primarily on our financial and business position as a maturing company and because both companies directly compete with us for talent. The following peer group was used in connection with compensation decisions made by the PC&C committee and board in February 2025 relating to base salary adjustments, target annual incentive adjustments, and annual long-term incentive awards granted in March 2025.
2025 Peer Group
| 2025 PEER GROUP | | | | BeOne Medicines, Ltd. | Gilead Sciences, Inc. | Regeneron Pharmaceuticals, Inc. | | Biogen Inc. | Incyte Corporation | Sarepta Therapeutics, Inc. | | BioMarin Pharmaceutical Inc. | Moderna, Inc. | United Therapeutics Corporation | | Exact Sciences Corporation | Neurocrine Biosciences, Inc. | Vertex Pharmaceuticals Incorporated |
2025 Peer Group
In the fourth quarter of 2025, the PC&C committee reviewed the peer group for purposes of setting 2026 compensation. After review and analysis performed by the compensation consultant, the PC&C committee determined that Exact Sciences Corporation was no longer an appropriate peer due to its dissimilar business operations as a diagnostic company and low market capitalization relative to our selection criteria. The PC&C committee also determined that it would be appropriate to add Amgen Inc. to our peer group based primarily on our financial and business position as a maturing company and because Amgen directly competes with us for talent.
Compensation Benchmarking
Compensation Benchmarking To provide an appropriate context for its executive pay decisions and inform its decisions about overall compensation opportunities and specific compensation elements, our PC&C committee, in consultation with its compensation consultant, assessed the compensation practices and pay levels of our peer group.
Compensation Benchmarking
| 2026 PROXY STATEMENT | 47 |
Compensation Benchmarking
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 in our industry, we also compete with prestigious academic and non-profit institutions. In addition to the compensation data from the annual compensation study of peer companies, the PC&C committee also uses multiple other 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 the experience level of the executive, scope of responsibility, critical needs and skill sets, leadership potential, succession planning, individual performance, and contributions to the achievement of long-term strategic objectives.
Greenstreet Employment Agreement
Greenstreet Employment Agreement On December 14, 2021, 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 2025). 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 our PC&C committee and 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.
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, in the case of Dr. Greenstreet pursuant to her employment agreement, and in the case of each of our other NEOs pursuant to a change in control agreement, or CIC agreement, the terms of which are described below. 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 because of uncertainty around their future employment.
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 severance, her outstanding unvested equity awards will continue to vest until the second anniversary of the termination date, and her outstanding stock options will 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 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 our 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 Dr. Greenstreet 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.
Greenstreet Employment Agreement
| 2026 PROXY STATEMENT | 49 |
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 Dr. Greenstreet. 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 will immediately accelerate and become fully exercisable or nonforfeitable. Receipt of these payments and benefits is subject to execution of a general release of claims in favor of us. 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 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 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 and director 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 ($) | STOCK AWARDS ($)(3) | OPTION AWARDS ($)(4) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(5) | ALL OTHER COMPENSATION ($)(6) | TOTAL ($) | | Yvonne L. Greenstreet, M.D. Chief Executive Officer (principal executive officer) | 2025 | 1,404,200 | — | 5,512,500(7) | 4,363,380 | 3,562,500 | 25,020 | 14,867,600 | | | 2024 | 1,253,400 | — | 3,625,000(8) | 3,614,400 | 2,975,400 | 24,770 | 11,492,970 | | | 2023 | 975,800 | — | 3,375,150(9) | 3,369,000 | 1,155,000 | 20,720 | 8,895,670 | | Jeffrey V. Poulton Executive Vice President, Chief Financial Officer (principal financial officer) | 2025 | 724,400 | — | 3,988,480(7) | 1,178,220 | 950,300 | 22,400 | 6,863,800 | | | 2024 | 687,400 | — | 1,181,250(8) | 1,177,790 | 724,190 | 22,150 | 3,792,780 | | | 2023 | 651,900 | — | 1,087,620(9) | 1,085,590 | 381,150 | 18,100 | 3,224,360 | | Bryan A. Supran(1) Executive Vice President, Chief Legal Officer and Secretary | 2025 | 190,400 | 350,000(2) | 6,000,430(10) | — | 214,820 | 90,700 | 6,846,350 | | Pushkal Garg, M.D. Executive Vice President, Chief Research and Development Officer | 2025 | 767,900 | — | 3,687,650(7) | 940,050 | 1,072,500 | 22,400 | 6,490,500 | | | 2024 | 682,100 | — | 775,170(8)(11) | 722,900 | 716,870 | 22,150 | 2,919,190 | | | 2023 | 656,900 | — | 1,087,620(9) | 1,085,590 | 382,880 | 18,100 | 3,231,090 | | Tolga Tanguler Executive Vice President, Chief Commercial Officer | 2025 | 698,000 | — | 3,687,650(7) | 940,050 | 783,200 | 20,120 | 6,129,020 | | | 2024 | 627,400 | — | 725,000(8) | 722,900 | 659,400 | 19,870 | 2,754,570 | | | 2023 | 603,200 | — | 950,050(9) | 948,360 | 352,280 | 15,820 | 2,869,710 |
Summary Compensation Table
(1)Mr. Supran joined the Company as our Executive Vice President, Chief Legal Officer and Secretary on September 15, 2025. (2)Represents a cash sign-on bonus of $350,000 paid to Mr. Supran in connection with the commencement of his employment, including to compensate him for a forfeited bonus opportunity with his prior employer. (3)The amounts reported in the Stock Awards column represent the aggregate grant date fair value for the fiscal years ended December 31, 2025, 2024, and 2023 of grants of RSUs and PSUs to each of the NEOs, calculated in accordance with FASB ASC Topic 718. For RSUs, these amounts 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. The amounts reported reflect our total accounting expense, excluding the effect of estimated forfeitures, and may not represent the amounts our NEOs will actually receive from the awards. (4)The amounts reported in the Option Awards column represent the aggregate grant date fair value for the fiscal years ended December 31, 2025, 2024, and 2023 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 10 to our audited consolidated financial statements for the year ended December 31, 2025 included in our Annual Report on Form 10-K, filed with the SEC on February 12, 2026. The amounts reported reflect our accounting expense, excluding the effect of estimated forfeitures, and may not represent the amounts our NEOs will actually receive from the awards. (5)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. (6)The amounts reported in the All Other Compensation column for 2025 reflect, for each NEO, the sum of (i) the dollar value of life insurance premiums we paid; (ii) the amount we contributed to the NEO’s 401(k) plan account; and (iii) the incremental cost to us of all perquisites and other personal benefits. Specifically, the All Other Compensation column above for 2025 includes:
Summary Compensation Table
| NAME | YEAR | 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, M.D. | 2025 | 7,520 | 17,500 | — | | Jeffrey V. Poulton | 2025 | 4,900 | 17,500 | — | | Bryan A. Supran | 2025 | 1,700 | — | 89,000(a) | | Pushkal Garg, M.D. | 2025 | 4,900 | 17,500 | — | | Tolga Tanguler | 2025 | 2,620 | 17,500 | — |
Summary Compensation Table
(a)Amount includes amounts paid to Mr. Supran for relocation assistance pursuant to his letter of employment, including $52,900 in reimbursement for relocation expenses and $36,100 for a gross-up related to taxable relocation benefits.
Summary Compensation Table
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Summary Compensation Table
(7)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 2025, the grant date value was based on 13% of the fair value of the target shares, in accordance with applicable accounting guidance, with fair value determined based on the value of our common stock on the date of grant. If we had determined that, as of the date of grant, it was probable that 200% of the performance conditions associated with the PSUs would be achieved, we would have assigned the following grant date fair values for the PSUs: $17,500,000 for Dr. Greenstreet, $4,725,000 for Mr. Poulton, $3,770,000 for Dr. Garg and $3,770,000 for Mr. Tanguler. (8)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 2024, 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 associated with the PSUs would be achieved and therefore we assigned a grant date fair value of $0 to the PSUs. If we had determined that, as of the date of grant, it was probable that 100% of the performance conditions associated with the PSUs would be achieved, we would have assigned the following grant date fair values for the PSUs: $7,250,000 for Dr. Greenstreet, $2,362,500 for Mr. Poulton, $1,450,000 for Dr. Garg, and $1,450,000 for Mr. Tanguler. (9)Amounts represent the aggregate grant date fair value for grants of 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 associated with the PSUs would be achieved and therefore we assigned a grant date fair value of $0 to the PSUs. If we had determined that, as of the date of grant, it was probable that 100% of the performance conditions associated with the PSUs would be achieved, we would have assigned the following grant date fair values to the PSUs: $6,750,110 for Dr. Greenstreet, $2,175,040 for Mr. Poulton, $2,175,040 for Dr. Garg, and $1,900,100 for Mr. Tanguler. (10)Mr. Supran received an RSU award upon commencement of his employment. The amount reported represents the aggregate grant date fair value of such award, calculated in accordance with FASB ASC Topic 718. (11)In 2024, we granted Dr. Garg a restricted stock award in recognition of his ten consecutive years of employment with us. The award had an aggregate grant date fair value of $50,170, calculated in accordance with FASB ASC Topic 718, and the shares subject to the award were fully vested as of the grant.
Summary Compensation Table
| 2026 PROXY STATEMENT | 53 |
Summary Compensation Table
The following table sets forth information concerning each grant awarded to a NEO during the fiscal year ended December 31, 2025 under any plan, contract, authorization or arrangement pursuant to which cash, securities, similar instruments or other property may be received:
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards
| | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#) | EXERCISE PRICE OF OPTION AWARDS ($/SHARE)(3) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARD GRANTS ($)(4) | | NAME | DATE OF GRANT | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | | | Yvonne L. Greenstreet, M.D. | — | 890,625 | 1,781,250 | 3,562,500 | | | | | | | | | | 3/3/2025(5) | | | | | | | | 36,293 | 243.53 | 4,363,380 | | | 3/3/2025(6) | | | | 17,965 | 35,930 | 71,860 | | | | 1,137,500 | | | 3/3/2025(7) | | | | | | | 17,965 | | | 4,375,000 | | Jeffrey V. Poulton | — | 237,575 | 475,150 | 950,300 | | | | | | | | | | 3/3/2025(5) | | | | | | | | 9,800 | 243.53 | 1,178,220 | | | 3/3/2025(6) | | | | 4,851 | 9,702 | 19,404 | | | | 307,150 | | | 3/3/2025(7) | | | | | | | 15,117 | | | 3,681,330 | | Bryan A. Supran | — | 53,706 | 107,412 | 214,820 | | | | | | | | | | 10/1/2025(8) | | | | | | | 13,026 | | | 6,000,430 | | Pushkal Garg, M.D. | — | 268,125 | 536,250 | 1,072,500 | | | | | | | | | | 3/3/2025(5) | | | | | | | | 7,819 | 243.53 | 940,050 | | | 3/3/2025(6) | | | | 3,871 | 7,741 | 15,482 | | | | 245,070 | | | 3/3/2025(7) | | | | | | | 14,137 | | | 3,442,580 | | Tolga Tanguler | — | 195,800 | 391,600 | 783,200 | | | | | | | | | | 3/3/2025(5) | | | | | | | | 7,819 | 243.53 | 940,050 | | | 3/3/2025(6) | | | | 3,871 | 7,741 | 15,482 | | | | 245,070 | | | 3/3/2025(7) | | | | | | | 14,137 | | | 3,442,580 |
2025 Grants of Plan-Based Awards
(1)The amounts shown in the Threshold, Target and Maximum columns reflect the threshold, 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—2025 Annual Incentive Program.” The actual amounts paid to each NEO can be found above in the Summary Compensation Table under the column titled “Non-Equity Incentive Plan Compensation.” The amounts for Mr. Supran were prorated based on the date he commenced employment with us. (2)The amounts shown in the Threshold, Target and Maximum columns reflect the threshold, target and maximum potential future payout range, respectively, for equity awards granted with performance-based vesting milestones. (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 March 3, 2025. (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. For RSUs, the grant date fair value is calculated by multiplying the number of shares subject to the RSU by $243.53, 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 2025, the grant date value was based on 13% of the fair value of the target shares, in accordance with applicable accounting guidance, with fair value determined based on the value of our common stock on the date of grant. The grant date fair value for stock option awards is calculated based on the assumptions included in Note 10 to our audited consolidated financial statements for the year ended December 31, 2025 included in our Annual Report on Form 10-K, filed with the SEC on February 12, 2026. The amounts reported reflect our total accounting expense, excluding the effect of estimated forfeitures, and may not represent the amounts our NEOs will actually realize from the awards. (5)Represents the portion of the annual equity award granted in 2025 in the form of time-based stock option awards, which vest as to 25% of the shares subject to the award 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, generally provided that the NEO continues to be employed with us through each vesting date. (6)Represents the portion of the annual equity award granted in 2025 in the form of PSUs. The shares subject to the PSUs granted in March 2025 vest upon the three-year anniversary of the date of grant, with the number of earned PSUs determined based on the assessed level of achievement of the underlying performance-based vesting conditions associated with the award, with 25% of the shares subject to the PSU vesting based upon the assessed level of achievement of each of the performance conditions. As of the grant date, 13% of the four performance conditions were considered probable, as defined under applicable accounting guidance. (7)Represents the portion of the annual equity award granted in 2025 in the form of RSUs. The shares subject to the RSUs vest ratably on each of the first, second and third anniversaries of the grant date, generally provided that the NEO continues to be employed with us through each vesting date. (8)Represents the RSU award Mr. Supran received upon commencement of his employment, as described in further detail in Note 9 to the Summary Compensation Table above.
2025 Grants of Plan-Based Awards
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Outstanding Equity Awards at Fiscal Year-End for 2025
Outstanding Equity Awards at Fiscal Year-End for 2025
Outstanding Equity Awards at Fiscal Year-End for 2025
| | | 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, M.D. | 2/24/2021 | 28,141 | — | 151.59 | 02/23/2031 | | | | | | | | | 12/31/2021 | 55,949 | — | 169.58 | 12/30/2031 | | | | | | | | | 02/23/2022 | 29,762 | 1,985 | 147.47 | 02/22/2032 | | | | | | | | | 02/27/2023 | 25,282 | 11,493 | 190.01 | 02/26/2033 | | | | | | | | | 02/27/2023 | | | | | | | | 24,867 | ⁽⁴⁾ | 9,888,363 | | | 02/27/2023 | | | | | 5,921 | ⁽⁷⁾ | 2,354,486 | | | | | | 03/01/2024 | 20,297 | 26,097 | 152.61 | 02/28/2034 | | | | | | | | | 03/01/2024 | | | | | | | | 19,003 | ⁽⁵⁾ | 7,556,543 | | | 03/01/2024 | | | | | 15,836 | ⁽⁸⁾ | 6,297,185 | | | | | | 03/03/2025 | — | 36,293 | 243.53 | 03/02/2035 | | | | | | | | | 03/03/2025 | | | | | | | | 71,860 | ⁽⁶⁾ | 28,575,129 | | | 03/03/2025 | | | | | 17,965 | ⁽⁹⁾ | 7,143,782 | | | | | Jeffrey V. Poulton | 08/01/2019 | 125,000 | — | 75.36 | 08/01/2029 | | | | | | | | | 02/26/2020 | 24,554 | — | 118.05 | 02/25/2030 | | | | | | | | | 02/24/2021 | 23,200 | — | 151.59 | 02/23/2031 | | | | | | | | | 02/23/2022 | 17,262 | 1,151 | 147.47 | 02/22/2032 | | | | | | | | | 02/27/2023 | 8,147 | 3,703 | 190.01 | 02/26/2033 | | | | | | | | | 02/27/2023 | | | | | | | | 8,013 | ⁽⁴⁾ | 3,186,369 | | | 02/27/2023 | | | | | 1,908 | ⁽⁷⁾ | 758,716 | | | | | | 03/01/2024 | 6,614 | 8,504 | 152.61 | 02/28/2034 | | | | | | | | | 03/01/2024 | | | | | | | | 6,193 | ⁽⁵⁾ | 2,462,646 | | | 03/01/2024 | | | | | 5,160 | ⁽⁸⁾ | 2,051,874 | | | | | | 03/03/2025 | — | 9,800 | 243.53 | 03/02/2035 | | | | | | | | | 03/03/2025 | | | | | | | | 19,404 | ⁽⁶⁾ | 7,716,001 | | | 03/03/2025 | | | | | 15,117 | ⁽⁹⁾ | 6,011,275 | | | | | Bryan A. Supran | 10/01/2025 | | | | | 13,026 | ⁽¹⁰⁾ | 5,179,789 | | | |
Outstanding Equity Awards at Fiscal Year-End for 2025
| 2026 PROXY STATEMENT | 55 |
Outstanding Equity Awards at Fiscal Year-End for 2025
| | | 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. | 03/01/2018 | 13,750 | | — | 119.13 | 03/01/2028 | | | | | | | | | 03/01/2018 | 13,750 | ⁽³⁾ | — | 119.13 | 03/01/2028 | | | | | | | | | 02/28/2019 | 25,000 | | — | 85.00 | 02/28/2029 | | | | | | | | | 02/26/2020 | 26,089 | | — | 118.05 | 02/25/2030 | | | | | | | | | 02/24/2021 | 23,200 | | — | 151.59 | 02/23/2031 | | | | | | | | | 12/31/2021 | 13,428 | | — | 169.58 | 12/30/2031 | | | | | | | | | 02/23/2022 | 22,620 | | 1,508 | 147.47 | 02/22/2032 | | | | | | | | | 02/27/2023 | 8,147 | | 3,703 | 190.01 | 02/26/2033 | | | | | | | | | 02/27/2023 | | | | | | | | | 8,013 | ⁽⁴⁾ | 3,186,369 | | | 02/27/2023 | | | | | | 1,908 | ⁽⁷⁾ | 758,716 | | | | | | 03/01/2024 | 4,059 | | 5,220 | 152.61 | 02/28/2034 | | | | | | | | | 03/01/2024 | | | | | | | | | 3,800 | ⁽⁵⁾ | 1,511,070 | | | 03/01/2024 | | | | | | 3,167 | ⁽⁸⁾ | 1,259,358 | | | | | | 03/03/2025 | — | | 7,819 | 243.53 | 03/02/2035 | | | | | | | | | 03/03/2025 | | | | | | | | | 15,482 | ⁽⁶⁾ | 6,156,417 | | | 03/03/2025 | | | | | | 14,137 | ⁽⁹⁾ | 5,621,578 | | | | | Tolga Tanguler | 02/01/2021 | 56,463 | | — | 149.25 | 01/31/2031 | | | | | | | | | 02/23/2022 | 17,262 | | 1,151 | 147.47 | 02/22/2032 | | | | | | | | | 02/27/2023 | 7,117 | | 3,235 | 190.01 | 02/26/2033 | | | | | | | | | 02/27/2023 | | | | | | | | | 7,000 | ⁽⁴⁾ | 2,783,550 | | | 02/27/2023 | | | | | | 1,666 | ⁽⁷⁾ | 662,485 | | | | | | 03/01/2024 | 4,059 | | 5,220 | 152.61 | 02/28/2034 | | | | | | | | | 03/01/2024 | | | | | | | | | 3,800 | ⁽⁵⁾ | 1,511,070 | | | 03/01/2024 | | | | | | 3,167 | ⁽⁸⁾ | 1,259,358 | | | | | | 03/03/2025 | — | | 7,819 | 243.53 | 03/02/2035 | | | | | | | | | 03/03/2025 | | | | | | | | | 15,482 | ⁽⁶⁾ | 6,156,417 | | | 03/03/2025 | | | | | | 14,137 | ⁽⁹⁾ | 5,621,578 | | | |
Outstanding Equity Awards at Fiscal Year-End for 2025
(1)Unless otherwise noted, 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, generally provided that the NEO continues to be employed with us through each vesting date. (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 $397.65 per share, which was the closing price of our common stock on the Nasdaq Global Select Market on the last trading day of 2025. (3)These options vested in three equal installments upon the achievement of each of three specific clinical development, regulatory or commercial events. (4)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 specified clinical development, regulatory or financial events, generally 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.” (5)These PSU awards were granted on March 1, 2024 and vest upon the later of one year from the date of grant and the achievement of specified clinical development, regulatory or financial events, generally provided that the NEO continues to be employed with us through each vesting date. The amount reported in this table reflects the final forty percent of these PSUs that remain subject to achievement of a specified performance target, which performance target was achieved in January 2026 when the Company reported the achievement of the first $2.5 billion in annual net product revenues determined in accordance with GAAP. As of the filing of this proxy statement, no awards remain outstanding under the PSU awards granted in 2024. For a description of these performance targets, please see the description of the PSUs granted in 2024 in the section of the CD&A entitled “Annual Equity Awards.”
Outstanding Equity Awards at Fiscal Year-End for 2025
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Outstanding Equity Awards at Fiscal Year-End for 2025
(6)These PSU awards were granted on March 3, 2025 and will vest on the later of the three-year anniversary of the date of grant and the date on which the PC&C committee determines the number of earned PSUs based on the achievement of four performance targets, with the number of shares reported assuming maximum performance (200%). For a description of these performance targets, please see the description of the PSUs granted in 2025 in the section of the CD&A entitled “Annual Equity Awards.” (7)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, generally provided that the NEO continues to be employed with us through each vesting date. (8)These RSU awards were granted on March 1, 2024, and the shares subject to this RSU vest in substantially equal installments on the first, second and third anniversaries of the grant date, generally provided that the NEO continues to be employed with us through each vesting date. (9)These RSU awards were granted on March 3, 2025, and the shares subject to this RSU vest in substantially equal installments on the first, second and third anniversaries of the grant date, generally provided that the NEO continues to be employed with us through each vesting date. (10)Represents the RSU award Mr. Supran received upon commencement of his employment, as described in further detail in Note 9 to the Summary Compensation Table above, which vests in substantially equal installments on the first, second and third anniversaries of the grant date, generally provided that Mr. Supran continues to be employed with us through each vesting date. The following table sets forth information concerning the exercise of stock options and the vesting of RSUs and PSUs during 2025 for each of our NEOs.
2025 Option Exercises and Stock Vested
2025 Option Exercises and Stock Vested
2025 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 ($)(2) | | Yvonne L. Greenstreet, M.D. | 81,284 | 19,694,854 | 50,062 | 19,121,004 | | Jeffrey V. Poulton | — | — | 19,994 | 7,568,488 | | Bryan A. Supran | — | — | — | — | | Pushkal Garg, M.D. | 54,321 | 10,985,752 | 15,411 | 5,691,638 | | Tolga Tanguler | — | — | 8,953 | 3,379,253 |
2025 Option Exercises and Stock Vested
(1)The value realized on exercise is based on the market price of the shares on the day of exercise less the applicable option exercise price. (2)The value is calculated based on the number of shares acquired on vesting, multiplied by the closing price per share of our common stock on the Nasdaq Global Select Market on the vesting date.
Potential Payments Upon Termination or Change-in-Control (CIC)
Potential Payments Upon Termination or Change-in-Control (CIC) The Greenstreet Employment Agreement and the CIC agreements with our other NEOs, each as described above, provide for certain payments and benefits in the event of certain qualifying terminations of employment, including qualifying terminations of employment in connection with a CIC. Our equity awards provide for full vesting of such awards in the event of termination due to death or disability (within the meaning of Section 409A of the Code) and provide for full vesting of all awards that had been outstanding for at least one year in the event of the award recipient’s qualifying retirement. For this purpose, a qualifying retirement is defined as termination of employment after attaining age 60 and having been credited with at least 10 years of service. As of the last day of 2025, none of our NEOs satisfied the requirements for a qualifying retirement.
Potential Payments Upon Termination or Change-in-Control (CIC)
| 2026 PROXY STATEMENT | 57 |
Potential Payments Upon Termination or Change-in-Control (CIC)
The table below quantifies the potential payments and benefits that would have become due to our NEOs, assuming that a qualifying termination occurred on December 31, 2025.
Potential Payments Upon Termination or Change-in-Control (CIC)
| NAME(1) | VOLUNTARY TERMINATION/ TERMINATION FOR CAUSE ($) | INVOLUNTARY TERMINATION IN CONNECTION WITH CIC ($) | DISABILITY ($) | DEATH ($) | RETIREMENT ($)(6) | | Yvonne L. Greenstreet, M.D.(2) | | | | | | | Cash Severance Benefits(3) | — | 6,412,500 | — | — | — | | Continuation of Employee Benefits(4) | — | 64,430 | — | — | — | | Accelerated Vesting of Equity Awards(5) | — | 62,399,224 | 30,666,754 | 30,666,754 | — | | Total Amount | — | 68,876,154 | 30,666,754 | 30,666,754 | — | | Jeffrey V. Poulton | | | | | | | Cash Severance Benefits(3) | — | 1,809,230 | — | — | — | | Continuation of Employee Benefits(4) | — | 48,320 | — | — | — | | Accelerated Vesting of Equity Awards(5) | — | 22,979,924 | 13,472,908 | 13,472,908 | — | | Total Amount | — | 24,837,474 | 13,472,908 | 13,472,908 | — | | Bryan A. Supran | | | | | | | Cash Severance Benefits(3) | — | 1,151,120 | — | — | — | | Continuation of Employee Benefits(4) | — | 41,920 | — | — | — | | Accelerated Vesting of Equity Awards(5) | — | 5,179,789 | 5,179,789 | 5,179,789 | — | | Total Amount | — | 6,372,829 | 5,179,789 | 5,179,789 | — | | Pushkal Garg, M.D. | | | | | | | Cash Severance Benefits(3) | — | 2,041,880 | — | — | — | | Continuation of Employee Benefits(4) | — | 48,320 | — | — | — | | Accelerated Vesting of Equity Awards(5) | — | 19,045,635 | 11,269,987 | 11,269,987 | — | | Total Amount | — | 21,135,835 | 11,269,987 | 11,269,987 | — | | Tolga Tanguler | | | | | | | Cash Severance Benefits(3) | — | 1,655,400 | — | — | — | | Continuation of Employee Benefits(4) | — | 48,320 | — | — | — | | Accelerated Vesting of Equity Awards(5) | — | 18,360,095 | 10,987,266 | 10,987,266 | — | | Total Amount | — | 20,063,815 | 10,987,266 | 10,987,266 | — |
Potential Payments Upon Termination or Change-in-Control (CIC)
(1)We have entered into an individual CIC agreement with each of our NEOs, with the exception of Dr. Greenstreet with whom we entered into an employment agreement in December 2021 that includes potential payments and benefits payable upon termination or upon a CIC. (2)Dr. Greenstreet is the only one of our NEOs who has a contractual entitlement to severance benefits in the event of a termination without Cause or for Good Reason. As discussed above, pursuant to the Greenstreet Employment Agreement, in those circumstances, Dr. Greenstreet would not receive any cash 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. Assuming Dr. Greenstreet’s employment had been terminated without Cause or for Good Reason on December 31, 2025, and not in connection with a CIC, the estimated value of continued vesting of her equity awards for an additional two years is $25,826,980, based on a stock price of $397.65 per share (the closing price of our common stock on the Nasdaq Global Select Market on the last trading day of 2025). (3)The amount in the Involuntary Termination in Connection with CIC column represents 150%, or in the case of Dr. Greenstreet, 200%, of the sum of the NEO’s (i) base salary for 2025 and (ii) target bonus for 2025. (4)The amount in the Involuntary Termination in Connection with CIC column is calculated as the monthly contribution we would pay to provide the executive with medical, dental and vision benefits if he or she remained employed based on rates as of January 2026 multiplied by 18 months, or in the case of Dr. Greenstreet, 24 months, based on each NEO’s participation status as of December 31, 2025. (5)Represents the value associated with unvested stock options, unvested RSUs and unearned PSUs that accelerate as a result of the event described in the table, based on a stock price of $397.65 per share, which was the closing price of our common stock on the Nasdaq Global Select Market on the last trading day of 2025. RSUs and PSUs were valued based on the number of shares associated with the unvested portion of each award multiplied by $397.65. Stock options were valued based on the number of stock options associated with the unvested portion of each award multiplied by $397.65, less the respective exercise price per share. For purposes of this table, in connection with a change in control, any unearned PSUs are assumed to have vested at target levels. In the event of death or disability, any PSUs held by the applicable NEO will remain outstanding, and any vesting or forfeiture of such PSUs will be determined following the completion of the applicable performance period as it otherwise would have been determined if such NEO remained employed by the Company for the duration of such performance period. (6)As of the last day of 2025, none of our NEOs satisfied the requirements for a qualifying retirement.
Potential Payments Upon Termination or Change-in-Control (CIC)
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Potential Payments Upon Termination or Change-in-Control (CIC)
The actual amount an executive would realize upon termination of employment in connection with a CIC would likely differ from the amounts above, including due to adjustments to base salary, adjustments to target bonus, stock price fluctuations and the vesting and grant of additional stock-based awards, as well as the exercise and sale of any stock-based award prior to any such termination. In the event an executive would be subject to “golden parachute taxes” under the Code, under existing agreements, payments and benefits in connection with a CIC will be reduced to the extent necessary to avoid such taxes, but only if such reduction provided a greater after-tax benefit to an executive.
CEO Pay Ratio
CEO Pay Ratio In connection with Item 402(u) of Regulation S-K, we are required to calculate and disclose the median annual compensation of all of our employees (excluding our CEO during 2025, Dr. Greenstreet), the annual compensation of Dr. Greenstreet, and the ratio of these two amounts. Because we had a significant number of new hires in 2025, we elected to redetermine our median employee for purposes of the pay ratio disclosure. Our median employee was identified using the entire population of our employees as of October 1, 2025, based on a consistently applied compensation measure, or CACM, that reasonably reflects the annual compensation of employees. The CACM we selected for our disclosure includes annual base salary for salaried employees (or wages based on an annual work schedule for non-permanent employees), overtime for 2025, target bonus opportunity for 2025 and the grant-date fair value for stock-based awards (calculated in accordance with the requirements for the Summary Compensation Table). In 2025, 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 2025 under our field-based incentive plan. Based on the CACM methodology described above, we identified the median employee. We calculated the 2025 compensation for our median employee of $312,180 in the same manner we determine the annual total compensation of our NEOs for purposes of the Summary Compensation Table. Dr. Greenstreet’s 2025 compensation as disclosed in the Summary Compensation Table is $14,867,600. As a result, our CEO to median employee pay ratio for 2025 is 48:1, representing an increase from the ratio we disclosed for 2024, primarily as a result of the increase in equity granted to Dr. Greenstreet in 2025. 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 This 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 disclosure 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 (each as applicable): ▪Subtracting: the grant date fair value of equity awards granted during the year; and the change in pension value for the year; and ▪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. 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 our long-term stockholders, including a strong emphasis on performance-based equity awards, annual incentive payouts based on our performance against preset goals (with no guaranteed minimum payout), and no guaranteed increases in base salaries. We believe 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
| 2026 PROXY STATEMENT | 59 |
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 ($)(6) | NET INCOME (LOSS) ($) | CSM - GLOBAL NET PRODUCT REVENUES ($) | | 2025 | 14,867,600 | 77,428,521 | 6,582,418 | 19,817,949 | 305.96 | 124.75 | 313,747 | 2,986,549 | | 2024 | 11,492,970 | 29,836,503 | 3,034,948 | 7,842,013 | 181.05 | 93.49 | (278,157) | 1,646,228 | | 2023 | 8,895,670 | 11,410,294 | 2,922,458 | 1,574,481 | 147.27 | 94.03 | (440,242) | 1,241,474 | | 2022 | 4,588,810 | 19,043,460 | 3,580,510 | 12,601,300 | 182.85 | 89.90 | (1,131,156) | 894,329 | | 2021 | 10,176,685 | 17,514,345 | 5,918,910 | 10,714,290 | 130.48 | 100.02 | (852,824) | 662,138 |
Pay Versus Performance Table
(1)For 2025, 2024, 2023 and 2022, our PEO was Yvonne L. Greenstreet, M.D. For 2021 our PEO was John M. Maraganore, Ph.D. (2)For 2025 our non-PEO NEOs were Jeffrey V. Poulton, Bryan A. Supran, Pushkal Garg, M.D., and Tolga Tanguler. For 2024, our non-PEO NEOs were Mr. Poulton, Dr. Garg, Mr. Tanguler, and Kevin J. Fitzgerald, Ph.D. For 2023, our non-PEO NEOs were Mr. Poulton, Dr. Garg, Mr. Tanguler, Indrani L. Franchini, 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. (3)The 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
| | 2025 | 2024 | 2023 | 2022 | 2021 | | Total Compensation Reported in SCT | 14,867,600 | 11,492,970 | 8,895,670 | 4,588,810 | 10,176,685 | | LESS: the grant date fair value of equity awards granted in the year indicated | (9,875,880) | (7,239,400) | (6,744,150) | (2,498,790) | (7,861,410) | | ADD: the year-end fair value of outstanding and unvested equity awards granted in the year indicated(a) | 34,291,241 | 17,187,024 | 8,173,520 | 5,823,820 | 9,100,080 | | 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) | 21,947,941 | 2,538,755 | 344,240 | 7,353,620 | 2,419,780 | | 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) | 16,197,619 | 5,857,154 | 741,014 | 3,776,000 | 3,679,210 | | Total (Net) Adjustments | 77,428,521 | 29,836,503 | 11,410,294 | 19,043,460 | 17,514,345 |
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, we assigned a fair value of $0.
Pay Versus Performance Table
| 2026 PROXY STATEMENT | 61 |
Pay Versus Performance Table
(4)The 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
| | 2025 | 2024 | 2023 | 2022 | 2021 | | Average Total Compensation Reported in SCT | 6,582,418 | 3,034,948 | 2,922,458 | 3,580,510 | 5,918,910 | | LESS: the grant date fair value of equity awards granted in the year indicated | (5,105,633) | (1,688,240) | (1,888,468) | (2,548,800) | (4,891,560) | | ADD: the year-end fair value of outstanding and unvested equity awards granted in the year indicated(a) | 10,365,563 | 3,978,386 | 2,288,708 | 5,582,350 | 6,583,990 | | 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) | 4,471,311 | 1,028,665 | (852,294) | 3,941,750 | 962,260 | | 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) | 3,504,290 | 1,488,254 | (895,923) | 2,045,490 | 2,140,690 | | Total (Net) Adjustments | 19,817,949 | 7,842,013 | 1,574,481 | 12,601,300 | 10,714,290 |
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, we assigned a fair value of $0. (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 was determined 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. (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, 2025 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 graphs reflect the relationships between (i) CAP for our PEO, and the average of CAP for our non-PEO NEOs, to our net income (loss), (ii) CAP for our PEO, and the average of CAP for 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 for our PEO, and the average of CAP for our non-PEO NEOs, to our global net product revenues (the CSM), in each case for the years 2021 through 2025.
PAY VS. PERFORMANCE: NET INCOME (LOSS)
PAY VS. PERFORMANCE: NET INCOME (LOSS)
PAY VS. PERFORMANCE: NET INCOME (LOSS)
| | PEO CAP | | Non-PEO Avg CAP | | Net Income (Loss) |
PAY VS. PERFORMANCE: NET INCOME (LOSS)
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PAY VS. PERFORMANCE: TOTAL SHAREHOLDER RETURN
PAY VS. PERFORMANCE: TOTAL SHAREHOLDER RETURN
PAY VS. PERFORMANCE: TOTAL SHAREHOLDER RETURN
| | PEO CAP | | Non-PEO Avg CAP | | Alnylam TSR | | Peer Group TSR |
PAY VS. PERFORMANCE: GLOBAL NET PRODUCT REVENUES
PAY VS. PERFORMANCE: GLOBAL NET PRODUCT REVENUES
PAY VS. PERFORMANCE: GLOBAL NET PRODUCT REVENUES
| | PEO CAP | | Non-PEO Avg CAP | | Global Net Product Revenues |
PAY VS. PERFORMANCE: GLOBAL NET PRODUCT REVENUES
| 2026 PROXY STATEMENT | 63 |
PAY VS. PERFORMANCE: GLOBAL NET PRODUCT REVENUES
| PROPOSAL 2 | | Say-on-Pay — Advisory Vote on Executive Compensation |
PAY VS. PERFORMANCE: GLOBAL NET PRODUCT REVENUES
We are providing our stockholders with the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our NEOs as disclosed in this proxy statement in accordance with the SEC’s rules. This proposal, which is commonly referred to as “say-on-pay,” is required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which added Section 14A to the Exchange Act. We encourage stockholders to read closely the “Executive Compensation” section of this proxy statement beginning with the “Compensation Discussion and Analysis” on page 34, which describes in detail our executive compensation program and the compensation-related decisions made by our PC&C committee and our board with respect to the fiscal year ended December 31, 2025. As we describe in the “Compensation Discussion and Analysis,” we maintain a straightforward executive compensation program that generally consists of base salary, an annual cash incentive award and long-term equity incentive awards upon the commencement of employment and generally annually thereafter. These elements of compensation have been selected by our PC&C committee because the committee believes that they effectively achieve the fundamental goals of our compensation program, which are to attract, motivate and retain qualified and talented executives, who are critical to our success, motivating them to achieve our business goals and rewarding them for superior short- and long-term performance. The goal of our PC&C committee is to ensure that our compensation program is aligned with the interests of our stockholders and our business goals to attain our ultimate objective of increasing stockholder value. We believe that, consistent with these goals, the total compensation awarded to each of our NEOs is fair, reasonable and competitive. Further, we believe our compensation program does not encourage excessive risk-taking by management, as supported by the assessment described above conducted by Pay Governance, an independent compensation consultant to the PC&C committee. With very limited exceptions, we do not provide any compensation or benefit plans to executive officers that are not also available to other employees. We generally differentiate among executive officers primarily based on the size of annual cash incentive awards and equity incentive awards and, to a lesser extent, base salary. Annual compensation decisions for executive officers are made by our PC&C committee, and, in the case of our CEO, recommended to our board of directors for approval, based on the achievement of pre-established corporate performance goals, and with respect to base salary and annual long-term equity incentive awards, consideration of the executive officer’s individual contributions to the achievement of the corporate goals, as described above under “Compensation Discussion and Analysis.” Our board is asking stockholders to approve, on a non-binding advisory basis, the following resolution: RESOLVED, that the compensation paid to the named executive officers of Alnylam Pharmaceuticals, Inc., as disclosed pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, the compensation tables and any related material disclosed in the proxy statement of Alnylam Pharmaceuticals, Inc., is hereby approved. As an advisory vote, this proposal is not binding. The outcome of this advisory vote will not overrule any decision by us or our board of directors (or any committee thereof). However, our PC&C committee and board of directors value the opinions expressed by our stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for NEOs. This proposal will be approved if a majority of the votes cast affirmatively or negatively on the matter are cast “for” the proposal. Abstentions and broker non-votes will have no effect on the outcome of Proposal 2.
PAY VS. PERFORMANCE: GLOBAL NET PRODUCT REVENUES
| BOARD RECOMMENDATION Our board of directors unanimously recommends that you vote to approve the compensation of our named executive officers by voting “FOR” Proposal 2. | |
PAY VS. PERFORMANCE: GLOBAL NET PRODUCT REVENUES
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PAY VS. PERFORMANCE: GLOBAL NET PRODUCT REVENUES
| PROPOSAL 3 | | Ratification of Appointment of Independent Auditors |
PAY VS. PERFORMANCE: GLOBAL NET PRODUCT REVENUES
Our board has appointed PricewaterhouseCoopers LLP, an independent registered public accounting firm, as our independent auditors for the fiscal year ending December 31, 2026. Although stockholder approval of our board’s appointment of PricewaterhouseCoopers LLP is not required by law, our board believes that it is advisable to give stockholders an opportunity to ratify this appointment. If this proposal is not approved at the annual meeting, our audit committee will reconsider its appointment of PricewaterhouseCoopers LLP. Representatives of PricewaterhouseCoopers LLP are expected to participate in the annual meeting and will have the opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate questions from our stockholders. Proposal 3 will be approved if a majority of the votes cast affirmatively or negatively on the matter are cast “for” the proposal. Abstentions and broker non-votes will have no effect on the outcome of Proposal 3.
PAY VS. PERFORMANCE: GLOBAL NET PRODUCT REVENUES
| BOARD RECOMMENDATION Our board of directors unanimously recommends a vote “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for the fiscal year ending December 31, 2026. | |
PAY VS. PERFORMANCE: GLOBAL NET PRODUCT REVENUES
| 2026 PROXY STATEMENT | 65 |
PAY VS. PERFORMANCE: GLOBAL NET PRODUCT REVENUES
| | Audit Information | | | |
Proposal 1 – Election of Three (3) Class I Directors
Proposal 1 – Election of Three (3) Class I 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: ▪vote FOR all nominees; ▪vote FOR one or more nominee(s) and AGAINST one or more of the other nominee(s); ▪vote AGAINST all nominees; or ▪ABSTAIN from voting for or against one or more nominee(s).
Proposal 1 – Election of Three (3) Class I Directors
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DEF 14A of Alnylam Pharmaceuticals, Inc.

How to Vote

Class I—Directors/Nominees to be elected at the 2026 annual meeting (terms expiring in 2029)

Class I—Directors/Nominees to be elected at the 2026 annual meeting (terms expiring in 2029)

Class I—Directors/Nominees to be elected at the 2026 annual meeting (terms expiring in 2029)

Class II—Directors Whose Terms Expire in 2027

Class II—Directors Whose Terms Expire in 2027

Class II—Directors Whose Terms Expire in 2027

Class II—Directors Whose Terms Expire in 2027

Class II—Directors Whose Terms Expire in 2027

Class II—Directors Whose Terms Expire in 2027

Class II—Directors Whose Terms Expire in 2027

Class III—Directors Whose Terms Expire in 2028

Class III—Directors Whose Terms Expire in 2028

Class III—Directors Whose Terms Expire in 2028

Class III—Directors Whose Terms Expire in 2028

Class III—Directors Whose Terms Expire in 2028

Class III—Directors Whose Terms Expire in 2028

Class III—Directors Whose Terms Expire in 2028

Governance & Integrity

Compensation of Directors

Compensation of Directors

Compensation of Directors

Compensation of Directors

Compensation of Directors

DIRECTOR COMPENSATION

DIRECTOR COMPENSATION

DIRECTOR COMPENSATION

DIRECTOR OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025

DIRECTOR OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025

DIRECTOR OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025

DIRECTOR OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025

DIRECTOR OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025

Delinquent Section 16(a) Reports

Delinquent Section 16(a) Reports

Delinquent Section 16(a) Reports

Delinquent Section 16(a) Reports

Delinquent Section 16(a) Reports

OUR COMPENSATION ALIGNS WITH LONG-TERM STOCKHOLDER INTERESTS

2025 Special RSU Awards

2025 Special RSU Awards

2025 Special RSU Awards

2026 Special CEO PSU Award

2026 Special CEO PSU Award

2026 Special CEO PSU Award

Each Compensation Element Serves a Unique Purpose

Each Compensation Element Serves a Unique Purpose

CEO 2025 COMPENSATION MIX

ALL OTHER NEO AVERAGE 2025 COMPENSATION MIX

Base Salary

Base Salary

Short-Term Incentives – 2025 Annual Incentive Program

Short-Term Incentives – 2025 Annual Incentive Program

ANNUAL INCENTIVE PAYOUT MATRIX

ANNUAL INCENTIVE PAYOUT MATRIX

ANNUAL INCENTIVE PAYOUT MATRIX

ANNUAL INCENTIVE PAYOUT MATRIX

ANNUAL INCENTIVE PAYOUT MATRIX

ANNUAL INCENTIVE PAYOUT MATRIX

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

Calculation of Annual Cash Incentives

2025 Annual Incentive Plan Awards

2025 Annual Incentive Plan Awards

2025 Annual Incentive Plan Awards

Long-Term Incentives – 2025 Equity Awards

Long-Term Incentives – 2025 Equity Awards

Long-Term Incentives – 2025 Equity Awards

Annual Equity Awards

2025 Annual Equity Incentive Awards

2025 Annual Equity Incentive Awards

2025 Annual Equity Incentive Awards