Patient Access Patient Access has been a core tenet of our company’s mission since before our first medicine was even available to patients. In a year with so many challenges for patients, we’ve acted with urgency to ensure patients have access to our therapies and we are proud to have secured innovative reimbursement contracts, developed new negotiation frameworks, and stayed in close contact with our patients throughout this year. We aim to maintain consistent pricing approaches that enable sustainable innovation for rare and ultra-rare diseases. This philosophy includes our pledge against arbitrary price increases beyond the cost of inflation. As evidence of our commitment to responsible pricing, we have taken zero price increases on any of our marketed products since launch. In the U.S., we continued our support for commercially insured patients through the Commercial Copay Program. Amajority of patients pay $0 out-of-pocket costs for our therapies. In 2021, 30% of patients using ONPATTRO® were enrolled in our Commercial Copay Program. That number is 54% for GIVLAARI® and 50% for OXLUMO®. For uninsured patients who meet financial and other eligibility criteria, the Patient Assistance Program provides our therapies at no cost. As we expand our global footprint, we intend to continue to price our medicines responsibly, commensurate with the value delivered, and proportional to the rare and ultra-rare diseases they treat. We also intend to continue to actively engage with stakeholders across the global healthcare community to address financial barriers to patient access to appropriate treatment and pursue innovative solutions to the significant healthcare system challenges we face as a society. | | |  Diversity, Equity and Inclusion Our business is powered by our employees. They are passionate drivers of innovation and progress, patient-focused, results driven, and recognized by tenacity, collaboration and openness. Our culture is a key differentiator in the success of our business. We cultivate a diverse, equitable and inclusive environment where employees feel that they belong and can bring their authentic selves to work. | | Page | 11
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Diversity, Equity and Inclusion
Diversity, equity and inclusion, or DE&I, played an increasingly important role across our business this year, and we believe diverse, equitable and inclusive environments are essential for achieving breakthroughs. We recognize that discrimination and inequities exist in our society and communities, and that we have a responsibility to create meaningful change through broad, actionable, and measurable initiatives. We work hard to foster an equitable and inclusive environment that gives each employee the opportunity to thrive, and embrace diversity in all its facets, including gender, ethnic heritage, sexual orientation or identity, religion, culture, age, disability and varied backgrounds, beliefs, skills and life experiences.
2020 Global Employee Snapshot2021 Patient Access Highlights
| | | 2,500+ patients receiving our RNAi therapeutics globally ~600 patients worldwide receiving our therapeutics under Compassionate Use and early access Employee Data$0 Out-of-Pocket
| | Ascosts for a majority of December 31, 2020 | | | Total employeespatients
| | 1,453 | | | Proportion of global workforce who are women
| | 50% | | | Total U.S. employees
| | 1,147 | | | Proportion of U.S. leadership positions (VP or above) held by women
| | 36% | | | Proportion of U.S. employees who self-report as members of diverse populations*
| | 33% |
| * | Based
Zero Price Increases beyond Consumer Price Index for All Urban Consumers on all approved medicines 2,180+ people participated in Alnylam-sponsored testing programs in Europe 40+ Value-Based Agreements with U.S. payers 921 U.S. patients enrolled in Alnylam Assist® 4.9 on self-reporting by 68% of U.S. employees on race and ethnicity, as 32% surveyed did not disclosea 5.0 scale in overall patient satisfaction surveys |
In 2020, we made strides to better understand the unique experiences of our co-workers, collect more data, increase training, and evolve many business practices. We also appointed our first Chief Diversity, Equity & Inclusion Officer to build on, lead, and develop new strategies to further align DE&I to business goals, leadership programs, hiring practices, clinical trials, and other core areas. To further guide our work, we have developed an overall strategy and action plan to increase representation, retention and mobility of women and under-represented minorities at all levels of the organization, and have specifically committed to increasing representation of Black, Indigenous and People of Color internally, with a specific 2021 goal of increasing the overall number of Black and Latinx individuals that make up our U.S. employee
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In 2021, our Chief Diversity, Equity and Inclusion Officer brought together a global cross-functional team to develop an Action Plan for Diversity, Equity and Inclusion. As a result of our efforts in 2021, we: Met our goal of increasing the number of Black or African American and Hispanic or Latino individuals in our U.S. employee base by 20%. A specific initiative we undertook in 2020 YOY and increased our percentage of employees identifying with two or more races by 78% Set 2022 goal to support diverse communities was to identify Minority Depository Institutions,increase our employee base of Black or MDIs, where we could deposit some of our monies, consistentAfrican American and Hispanic or Latino individuals by an additional 20% YOY Partnered with our investment policy,Employee Resource Networks, key affinity groups and professional societies to create an income stream for MDIs. In early 2021, we identified a money market fund that meetsbroaden recruitment efforts Expanded our intern and co-op programs in the applicable criteria underU.S. to Historically Black Colleges and Universities Ensured in-house recruiting team is licensed through ADP as AIRS Certified Diversity & Inclusion Recruiters Provided Unconscious Bias and Understanding Race & Ethnicity training to 100% of Vice Presidents and above; more than 400 employees completed our investment policy and that offers a share class allowing institutional investors to direct 10bps of the administrative fees for the fund to MDIs on a monthly basis. In furtherance of our support of diverse communities, we have committed to deposit a sizable amount into this special share class offered by the identified money market fund. AdditionalUnderstanding Race & Ethnicity training Adopted priorities in 20212022 to include integrating unconscious bias training for people managers into the company’s core training curriculum and launching the Athena Project, our female leadership accelerator program among others. Awarded #1 on Boston Globe’s “Top Places to Work” in 2021; included for the seventh consecutive year on this list Recognized as a “Great Place to Work” in Italy, the Netherlands, Spain, Brazil, Germany, Japan, Switzerland, U.K., and Asia. Global Employee Snapshot 2021* | | | | | Alnylam Employees | | | Total employees | | 1,665 | | | Total U.S. employees | | 1,290 | | | Global Gender Diversity | | | Female | | 52% | | | Male | | 48% | | | Racial Diversity of U.S. Workforce** | | | American Indian or Alaska Native or Pacific Islander | | 0% | | | Asian | | 21% | | | Black or African American | | 6% | | | Hispanic or Latino | | 5% | | | Two or more races | | 5% | | | White | | 63% | | | Alnylam’s Management | | | Executives | | 10 | | | Female executives | | 4 | | | Executives from underrepresented populations*** | | 4 |
* All diversity statistics based on totals collected in December 2021. ** 22% of the U.S. employee population did not disclose their race and ethnicity information *** Defined as those who self-reported as Black or African American, Hispanic or Latino, American Indian, Alaska Native or Pacific Islander, or who identified as two or more races Environmental Sustainability We cannot overstate the vital connection betweenAs a biopharmaceutical company focused on improving the health of our planet and the health of humanity. We understand that energy, water, and materials use; greenhouse gas, or GHG, emissions; material and hazardous waste; and transportation are among the largest contributorshumanity, we have an important role to our environmental footprint. As our business continues to grow, we recognize the importance of understanding, mitigating, and reporting on our environmental footprint across the world.play in creating a more sustainable planet. We know that the impacts of GHG emissions on climate change pose short- and long-term riskspublic health is inextricably linked to human health, access to medicines, and supply chain reliability, and during 2020, our facilities and Environmental, Health and Safety teams initiated a process to start collecting new baseline data on our energy consumption, GHG emissions and other areas of environmental impact.
As we continue to gain a better understanding of our office, lab, manufacturing facilities, and other direct and indirect GHG emissions sources, we will work to develop additional strategic reduction methods and lower energy-related costs. In the meantime, we are collaborating with our landlords to collect data on a more regular cadence and push forward positive practices. For example, in 2020, we conducted our first Sustainability Survey for our leased office facilities outside of the U.S. to help us better understand and manage our footprint. Within our headquarters at 675 West Kendall Street in Cambridge, Massachusetts, in 2020 we began the process of installing an energy-efficient HVAC system designed to save 126,000 KWH per year and 2.65 million lbs. of steam per year, providing a 3.5-year return on investment on our energy efficiency investment. In addition, our new manufacturing facility in Norton, Massachusetts, which began testing and commissioning manufacturing equipment during 2020, was constructed with leading edge passive building and mechanical insulation systems to maximize energy efficiency and minimize heating and cooling losses.planet’s health. In 2021, we plan to implement various initiatives at our manufacturing facilities such as additional Electric Vehicle charging stations, compressed air system optimization, chiller / HVAC controls optimization improvements, and implement necessary data collection toolstook meaningful steps forward to collect baseline data across our most important areas of focus in environmental management. We established important tools and monitor critical data neededstrategies to quantify energy and water use efficiencies.
Building on these sustainability efforts, our next steps will be to establish better tracking and measurement tools, refine strategies and determinebegin setting targets tothat drive ourpositive environmental performance. To further that effort, key priorities in the next year include establishing baseline metrics on solid waste across our operations globally, expanding conversations with landlords of leased offices on sustainability, and establishing baseline metrics on energy usage and GHG emissions across our operations globally beginning in 2022. Such steps will enable us to increase our internal and external transparency and report progress against specific goals.
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As we continuously strive to reduce our impact, in 2021 we: Partnered with a global technical sustainability leader and developed baseline data and operational parameters to accurately calculate our environmental footprint to begin the process of setting targets Calculated our Scope 1 and Scope 2 GHG emissions and selected three Scope 3 emissions categories to begin our Scope 3 process Utilized the WRI GHG Protocol and ISO 14064-1 standards to quantify GHG emissions from all our facilities and vehicles as well as purchased electricity, steam, and water Began process of independent third-party verification of baseline and 2021 GHG emissions and waste management data. Realized carbon-neutrality for the 186 vehicles in our U.S. fleet, through the EMKAY goGREEN Program, where we purchased carbon offset options equivalent to vehicle carbon emissions Reduced maintenance by a LED lighting upgrade at our Alewife manufacturing facility Cut energy use significantly by using outdoor air to directly cool our Norton manufacturing site Developed a plan to manage and mitigate hazardous/non-hazardous waste inventory, verified by third-party compliance audit Eliminated approximately 37,000 kg of plastic and carton waste each year by reducing the use of insulated shippers within our European operation Cybersecurity and Data Privacy Our nominating and corporate governance committee assists our board in fulfilling its oversight responsibilities with respect to the management of risks associated cybersecurity and data privacy. We engage a third party to conduct a periodic independent cybersecurity program assessment to enhance our information security in alignment with leading practices, the constantly evolving cyber-risk landscape and applicable business considerations. We apply a global approach to meeting the highest and strictest data privacy standards in every country we operate to ensure we handle our patients’ private data with integrity. Guided by our nominating and corporate governance committee, we continue to invest in cybersecurity and data privacy resources. In 2021, we: Hired a Vice President of Information Security Launched a new employee intranet page during Data Privacy Week dedicated to privacy and expanded regular privacy-related communications for employees Created Privacy Champions Network, a cross-functional group of employees responsible for taking appropriate steps to ensure data privacy guidelines are met in each of their respective departments Recognized October as Information Security Awareness Month, where we provided educational content, best practices, tips, and strategies to ensure all employees play a part in ensuring the safety and security of data and information For additional information please view our 2021 Corporate Responsibility Report. | | | | | Page | 8 |
INFORMATION CONCERNING DIRECTOR NOMINEES – ELECTION OF CLASS IIIII DIRECTORS (PROPOSAL 1) Alnylam has led the translation of RNAi (RNA interference) from Nobel Prize-winning discovery into an innovative, entirely new class of medicines. Founded in 2002 by a team of distinguished life sciences leaders, Alnylam’s vision is to harness the potential of RNAi therapeutics to transform the lives of people living with diseases for which there are limited or inadequate treatment options. To deliver on this mission, we are advancing a deep pipeline of innovative RNAi-based medicines. We believe that our classified board structure aligns with this long-term orientation and has enabled the board — which includes Nobel prize winners and members of the National Academy of Sciences — to provide educated and sophisticated oversight of management enabling a track record of setting and exceeding 5-year goals, driving the creation of long-term stockholder value. 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 February 2020,October 2021, in connection with the planned CEO transition of our founding CEO, Dr. Maraganore, to Dr. Greenstreet, at year-end 2021, our board of directors expanded theincreased its size of our board from eleven members to twelve directorsmembers and elected Dr. Olivier BrandicourtGreenstreet as a Class III director to fill the vacancy, effective March 2, 2020.October 28, 2021. Dr. Brandicourt’sGreenstreet’s term expires at this annual meeting. Also in February 2020, as required by our Corporate Governance Guidelines, Dr. Paul Schimmel, a Class I director, offered his resignation, effective at our 2020the annual meeting and ourof stockholders to be held in 2023. At that time, the board of directors accepted his resignation,also approved, at the recommendation of our nominating and corporate governance committee. Dr. Schimmel was a scientific founder of Alnylam and was elected to our board of directors in 2002. In February 2020, the board also approvedcommittee, a reduction in the size of the board from twelve to eleven members effective upon Dr. Schimmel’sMaraganore’s departure, which was effective December 31, 2021. In March 2022, Dr. Steven M. Paul resigned from our board of directors, effective as of April 16, 2022. Dr. Paul was elected to our board of directors in September 2010 and served as a Class III director. In connection with Dr. Paul’s resignation, in May 2020.our board of directors reduced its size from eleven members to ten members, effective as of April 16, 2022. In the event that our nominating and corporate governance committee nominates, and our board elects, a new director, he or she will become a Class I director, who, if elected by our board prior to the 2023 annual meeting of stockholders, would be a nominee for election by our stockholders at the 2023 annual meeting. At the annual meeting, we are proposing the election of four (4)three (3) Class IIIII directors to hold office until the annual meeting of stockholders to be held in 2024,2025, or until their respective successors have been duly elected and qualified. Upon the recommendation of the nominating and corporate governance committee of our board, our board has nominated DennisMargaret A. Ausiello,Hamburg, M.D., Olivier Brandicourt, M.D., Marsha H. FanucciColleen F. Reitan and David E.I. PyottAmy W. Schulman for election to the board of directors as Class IIIII directors. Drs. AusielloDr. Hamburg and Brandicourt, Ms. FanucciMses. Reitan and Mr. PyottSchulman are currently serving as Class IIIII directors. Dr. AusielloHamburg has served as a director since 2012, Dr. BrandicourtJanuary 2019, Ms. Reitan has served as a director since 2020,June 2018 and Ms. Fanucci has served as director since 2010 and Mr. PyottSchulman has served as a director since 2015.July 2014. The persons named in the enclosed proxy will | | | | | Page | 9 |
vote to elect each nominee for Class IIIII director unless the proxy is marked otherwise. Drs. AusielloDr. Hamburg and Brandicourt, Ms. FanucciMses. Reitan and Mr. PyottSchulman 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 IIIII director receiving a majority of the votes cast by stockholders entitled to vote thereon will be elected to serve on our board. As described more fully below under the heading “Majority Voting Policy,” we have adopted a resignation policy in the event a director nominee does not receive a majority of such votes. Abstentions and broker non-votes, if any, are not counted for purposes of this proposal. The Class IIIII directors elected at this year’s annual meeting will serve as members of our board until the 20242025 annual meeting of stockholders, or until their respective successors are duly elected and qualified. | | | | | Page | 14
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BOARD RECOMMENDATION Our board of directors unanimously recommends a vote “FOR” the election of each of Drs. AusielloDr. Hamburg and Brandicourt, Ms. FanucciMses. Reitan and Mr. PyottSchulman as a Class IIIII director. Set forth below for each continuing director, including the Class IIIII director nominees, is information as of March 15, 20212022 with respect to his or her (a) name and age, (b) positions and offices at Alnylam, if any, (c) principal occupation and business experience during at least the past five years, (d) directorships, if any, of other publicly-held companies, held currently or during the past five years, and (e) the year such person became a member of our board of directors. We have also included information below regarding each continuing director’s specific experience, qualifications, attributes and skills that led the nominating and corporate governance committee and our board of directors to the conclusion that he or she should serve as a director in light of our business and structure. Our board has determined that each director serving on our board of directors, with the exception of our executive chair, Mr. Bonney and our CEO, Dr. Maraganore, isGreenstreet, are independent within the meaning of the director independence standards of the Nasdaq Global Select Market and the Securities Exchange Act of 1934, as amended, or the Exchange Act. There are no family relationships among any of our directors or executive officers. | | | | | Page | 10 |
Class III—Directors/Nominees to be elected at the 2022 annual meeting (terms expiring in 2025) | | | Margaret A. Hamburg, M.D. Independent Director Committees: • Science and Technology Committee • Nominating and Corporate Governance Committee Director since: 2019 Age: 66 | | Experience, Expertise and Qualifications Dr. Hamburg currently serves as Interim Vice President, Global Biological Policy and Programs at the Nuclear Threat Initiative and Chair of the Commonwealth Fund Commission on a National Public Health System. 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 Chair of the Board of the American Association for the Advancement of Science (AAAS) in February 2020. From May 2009 to April 2015, Dr. Hamburg served as the Commissioner of the U.S. Food and Drug Administration (FDA). 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. She is also a Commissioner on the Bipartisan Commission on Biodefense, and a member of Harvard University Global Advisory Council, the Joint Coordinating Group for the Coalition for Epidemic Preparedness Initiative (CEPI), the World Dementia Council, the Global Health Scientific Advisory Committee for the Bill and Melinda Gates Foundation, the Harvard Medical School Board Fellows and the Global Commission for Post-Pandemic Planning. She also chairs the Advisory Board for the Center on Regulatory Excellence, Duke-NUS School of Medicine, Singapore and serves on the International Advisory Council, Health and Biomedical Sciences, National Research Foundation, Singapore. Key Contributions to the Board Dr. Hamburg has an extensive background in matters of science, medicine, public health and regulatory issues, having held policy positions in the Obama, Clinton and Reagan administrations, including serving as the Commissioner of the FDA from May 2009 to April 2015. She has done basic and clinical research at the National Institutes of Health and Rockefeller University. Dr. Hamburg’s distinguished career and expertise in the field brings a unique regulatory and policy perspective, as well as valuable scientific and operational expertise, to our board as we continue to advance our late stage clinical development pipeline, initiate additional clinical programs, and further develop and scale our global commercial operations. |
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| | | Colleen F. Reitan Independent Director Committees: • Audit Committee Director since: 2018 Age: 62 | | Experience, Expertise and Qualifications Ms. Reitan served as President of Plan Operations of Health Care Service Corporation, or HCSC, the largest customer-owned health insurer in the United States and an independent licensee of Blue Cross and Blue Shield Association from October 2015 to April 2018. While at HCSC, she also served as the company’s Chief Operating Officer from January 2009 to January 2015. Previously, Ms. Reitan served as President and Chief Operating Officer of Blue Cross Blue Shield of Minnesota from 2006 to 2008. Ms. Reitan also serves as a director of Myriad Genetics, Inc. Key Contributions to the Board Ms. Reitan brings to our board over 30 years of experience in the healthcare payer and reimbursement market, including most recently as President of Plan Operations of HCSC. As we continue to advance our late stage clinical development pipeline and further develop and scale our global commercial operations, Ms. Reitan’s experience with provider network management, strategic planning and business development provide valuable insight to our board and management as we continue to advance our ongoing commitment to provide innovative value based agreements and deliver fair value to payers and providers. Ms. Reitan’s extensive background in business management also makes her an asset to our audit committee on which she serves. |
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| | | Amy W. Schulman Lead Independent Director Committees: • People, Culture and Compensation Committee (Chair) • Nominating and Corporate Governance Committee Director since: 2014 Age: 61 | | Experience, Expertise and Qualifications Ms. Schulman joined Polaris Partners, a venture capital firm, in August 2014 where she is currently a managing partner. Ms. Schulman currently serves as Chair of the Board of SQZ Biotech, as well as Executive Chair of Lyndra Therapeutics, Inc., where she was co-founder and the company’s initial Chief Executive Officer from 2015 to 2019. She also manages the LS Polaris Innovation Fund which was formed in 2017. Since July 2014, Ms. Schulman has also been a senior lecturer at Harvard Business School. Ms. Schulman served as Chief Executive Officer of Arsia Therapeutics, Inc. from August 2014 to November 2016, when Arsia was acquired by Eagle Pharmaceuticals, Inc. Ms. Schulman was previously the Executive Vice President and General Counsel of Pfizer Inc., a global pharmaceutical company, from May 2008 to July 2014, where she also served as the Business Unit Lead for Pfizer’s Consumer Healthcare business from 2012 to 2013. Before joining Pfizer, she was a partner at DLA Piper. Ms. Schulman also serves as a director of Hudson Executive Investment Corp. II and previously served as a director of Cyclerion Therapeutics, Inc., Ironwood Pharmaceuticals, Inc., Arsanis, Inc., Blue Buffalo Pet Products, Inc. and Hudson Executive Investment Corp. Key Contributions to the Board Ms. Schulman brings to our board a diverse background that includes legal, operational and commercial expertise. As our business grows and becomes more complex, Ms. Schulman’s unique qualifications enable her to counsel us in a number of critical areas, including commercial strategy and capability building, as well as legal, regulatory and transactional considerations. In addition, her experience at Pfizer as Executive Sponsor of Pfizer’s Global Women’s Council, where she helped shape efforts to increase diversity and expand opportunities for both women and men across the company, has been an important resource as we continue to grow our workforce and enhance our diversity, equity and inclusion initiatives to support the advancement of our late stage clinical development pipeline and further develop and scale our global commercial operations. This experience also provides a unique and critical perspective for Ms. Schulman in her role as the chair of our PC&C committee. |
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Class I—Directors Whose Terms Expire in 2023 | | | Michael W. Bonney Executive Chair of the Board Director since: 2014 Age: 63 | | Mr. Bonney has served as a member of our board of directors since December 2014 and was appointed chair of our board in December 2015. In August 2021, Mr. Bonney was appointed executive chair of our board. Experience, Expertise and Qualifications Mr. Bonney previously served as the Chair of the board of directors of Kaleido Biosciences, Inc., a biotechnology company, from June 2017 until August 2021. Between August 2018 and October 2020, he served as Kaleido’s Executive Chair, and served as Kaleido’s Chief Executive Officer from June 2017 until August 2018. Mr. Bonney was a Partner at Third Rock Ventures, a healthcare venture firm, from January to July 2016. Mr. Bonney previously served as the Chief Executive Officer and a member of the board of directors of Cubist Pharmaceuticals, Inc., a biopharmaceutical company (now a wholly-owned subsidiary of Merck & Co., Inc.), from June 2003 until his retirement in December 2014. From January 2002 to June 2003, he served as Cubist’s President and Chief Operating Officer. Mr. Bonney previously served as the Chair of the board of directors of Magenta Therapeutics, Inc. and as a director of Bristol-Myers Squibb Company, Celgene Corporation (which was acquired by Bristol-Myers Squibb), Syros Pharmaceuticals, Inc., Sarepta Therapeutics, Inc. and Global Blood Therapeutics, Inc. Key Contributions to the Board Mr. Bonney possesses over 30 years of operational, commercial and senior management experience in the biopharmaceutical industry, including his long tenure as the Chief Executive Officer and a director of Cubist. Mr. Bonney also has a keen understanding of the interplay between management and the board and is well-versed in the current best practices in corporate governance and ethics and compliance matters. His breadth of experience and deep commercial background enable him to make significant contributions as executive chair of our board as we continue to enhance and integrate our ethics and compliance function throughout the organization, advance our late stage clinical development pipeline and further develop and scale our global commercial operations. |
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| | | Yvonne L. Greenstreet MBChB, MBA Chief Executive Officer Director since: 2021 Age: 59 | | Experience, Expertise and Qualifications Dr. Greenstreet has served as our Chief Executive Officer since January 2022 and as a member of our board of directors since October 2021. Dr. Greenstreet previously served as 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 Inc., or Pfizer, a multinational pharmaceutical company, from December 2010 to November 2013. Prior to joining Pfizer, Dr. Greenstreet worked for 18 years at GlaxoSmithKline plc, or GSK, a multinational pharmaceutical, biologics, vaccines and consumer healthcare company, where she served in various positions, most recently as Senior Vice President and Chief of Strategy for Research and Development and as a member of GSK’s Product Management Board. Dr. Greenstreet currently serves on the Scientific Advisory Committee of the Bill and Melinda Gates Foundation and serves as a director of Pacira BioSciences, Inc. and The American Funds. Dr. Greenstreet previously served on the board of directors of argenx SE, Indivior PLC and Moelis & Company. 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 an invaluable 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 P5x25 strategy, which focuses on our planned transition to a top five biotech company, as measured by market capitalization, by the end of 2025. |
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| | | Phillip A. Sharp, Ph.D. Independent Director Committees: • Science and Technology Committee (Chair) Director since: 2002 Age: 77 | | Dr. Sharp is a scientific founder of Alnylam and has served as a member of our board of directors since June 2002. As required by our corporate governance guidelines, Dr. Sharp offered his resignation to the board of directors upon reaching the age of 75. After considering Dr. Sharp’s many contributions to the board of directors and his specialized experience in areas critical to our company, our board of directors determined not to accept Dr. Sharp’s resignation and Dr. Sharp was re-elected as a director at the 2020 annual meeting of stockholders. Experience, Expertise and Qualifications Dr. Sharp is an Institute Professor at the David H. Koch Institute for Integrative Cancer Research, Massachusetts Institute of Technology (MIT), and was the Founding Director of the McGovern Institute for Brain Research at MIT. Dr. Sharp has been a professor at MIT since 1974. He is a member of the National Academy of Sciences, the National Academy of Medicine and the American Academy of Arts and Sciences. Dr. Sharp also serves as a director of Syros Pharmaceuticals, Inc. and Vir Biotechnology, Inc. and formerly served as a director of Biogen Inc., which he co-founded in 1978. Key Contributions to the Board Dr. Sharp, a leading researcher in molecular biology and biochemistry, brings to our board a fundamental understanding of the core scientific principles of our business. Dr. Sharp received the Nobel Prize for Physiology or Medicine in 1993, received numerous awards and honorary degrees for his scientific work, and served on many advisory boards for the government, academic institutions, scientific societies and companies. Dr. Sharp also has strategic expertise based upon his role as a co-founder and former director of Biogen. As one of our scientific founders, Dr. Sharp’s insight and scientific expertise are invaluable assets to our board when evaluating our strategy and unique challenges as one of the first companies focused on the discovery and development of RNAi therapeutics, and he is uniquely qualified to serve as the chair of our science and technology committee. |
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Class II—Directors/Nominees to be elected at the 2021 annual meeting (terms expiringDirectors Whose Terms Expire in 2024)2024 | | | Dennis A. Ausiello, M.D. Independent Director Committees: • Nominating and Corporate Governance Committee • Science and Technology Committee Director since: 2012 Age: 7576 | | Dr. Ausiello has served as a member of our board of directors since April 2012. As required by our corporate governance guidelines, Dr. Ausiello offered his resignation to the nominating and corporate governance committeeboard of directors upon reaching the age of 75. After considering Dr. Ausiello’s many contributions to the board of directors and his specialized experience in areas critical to our company, our nominating and corporate governance committee recommended to our board, and our board of directors determined not to accept Dr. Ausiello’s resignation and is recommending Dr. Ausiello for re-electionwas re-elected as a director.director at the 2021 annual meeting of stockholders. 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 Institute of Medicine of the National Academy of SciencesMedicine and the American Academy of Arts and Sciences. He also serves as a director of Seres Therapeutics, Inc. and Rani Therapeutics Holdings, Inc. and formerly served as a director of Pfizer Inc. Key Contributions to the Board Dr. Ausiello’s experience as a practicing physician, a scientist and a nationally recognized leader in academic medicine enables him to bring valuable insights to our board, particularly as we advance our late stage clinical development pipeline, initiate additional clinical trials and continue to further develop and scale our global commercial operations following the approval and launch of three commercial products in less than three years.operations. In addition, Dr. Ausiello oversaw a large research portfolio and an extensive research and education budget at Massachusetts General Hospital for nearly 20 years, giving him a valuable perspective on drug discovery and development. Through his previous work as the Chief of Medicine at Massachusetts General Hospital, Dr. Ausiello also brings leadership, oversight and finance experience to our board. |
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| | | Olivier Brandicourt, M.D. Independent Director Committees: • People, Culture and Compensation Committee • Audit Committee Director since: 2020 Age: 6566 | | Dr. Brandicourt has served as a member of our board of directors since March 2020.
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 from November 2013 to March 2015. Between 2000 and 2013, Dr. Brandicourt served in various operational and managerial positions at Pfizer Inc., a global pharmaceutical company, including as a member of the Executive Leadership Team and President and General Manager of the Emerging Markets and Established Products business units, amongst other roles. 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 pharmaceutical companies. Dr. Brandicourt’s operational, global commercial and senior management experience provides an invaluable perspective to our board as we further develop and scale our global commercial operations, following the approval and launch of three commercial products in less than three years, as well as advance additional late-stage development programs and partner additional programs and technologies. Dr. Brandicourt’s extensive background in business management and global commercial operations also makes him an asset to our audit committee on which he serves. |
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| | | Marsha H. Fanucci Independent Director Committees: • Audit Committee (Chair) • Nominating and Corporate Governance Committee Director since: 2010 Age: 6768 | | Ms. Fanucci has served as a member of our board of directors since December 2010.
Experience, Expertise and Qualifications Ms. Fanucci served as Senior Vice President and Chief Financial Officer of Millennium Pharmaceuticals, Inc., a biopharmaceutical company (now a wholly-owned subsidiary of Takeda Pharmaceutical Company Limited), from July 2004 to January 2009. While at Millennium, she also served as Vice President, Finance and Corporate Strategy from July 2003 to June 2004, and prior to that as Vice President of Corporate Development from 2000 to 2003. Prior to joining Millennium, Ms. Fanucci served as Vice President of Corporate Development and Strategy at Genzyme Corporation, a biotechnology company (now Sanofi Genzyme, the specialty care global business unit of Sanofi), from 1998 to 2000. Ms. Fanucci is Chair of the board of directors of Cyclerion Therapeutics, Inc. and serves as a director of Syros Pharmaceuticals, Inc. and Forma Therapeutics Holdings, Inc., and formerly served as a director of Ironwood Pharmaceuticals, Inc. and Momenta Pharmaceuticals, Inc. Key Contributions to the Board Ms. Fanucci has substantial expertise with respect to public company and financial accounting matters, including over 25 years of leadership and consulting experience in biotechnology and healthcare companies. Her leadership in the areas of corporate strategy, financial planning and reporting, and operations, are an asset to our board, and in particular to our audit committee, which she chairs, as we continue to grow our company, advance our late stage clinical development pipeline, further develop and scale our global commercial operations, following the approval and launch of three commercial products in less than three years, and partner additional programs and technologies. |
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| | | David E.I. Pyott Independent Director Committees: • Nominating and Corporate Governance Committee (Chair) Director since: 2015 Age: 6768 | | Mr. Pyott has served as a member of our board of directors since December 2015.
Experience, Expertise and Qualifications Mr. Pyott served as the Chief Executive Officer of Allergan, Inc., a global specialty pharmaceutical and medical device company, from January 1998 to March 2015 and as the Chair of Allergan’s board of directors from March 2001 until March 2015. Prior to Allergan, Mr. Pyott served as the Head of the Novartis Nutrition Division and as a member of the Executive Committee of Switzerland-based Novartis AG. Mr. Pyott also serves as a director of BioMarin Pharmaceutical Inc., Pliant Therapeutics, Inc. and a member of the Supervisory Board of Royal Philips in the Netherlands. Mr. Pyott formerly served as a director of Edwards Lifesciences Corporation and Avery Dennison Corporation. Key Contributions to the Board Mr. Pyott possesses over 30 years of operational, commercial and senior management experience, including his successful tenure as the Chief Executive Officer and Chair of Allergan’s board of directors, where he transformed the company from a small eye care business to a global specialty pharmaceutical and medical device company. His in-depth knowledge of pharmaceutical growth and commercial expansion, combined with his entrepreneurial leadership experience in the healthcare industry, position him well to serve as a member of our board and make significant contributions as we continue tofurther develop and scale our global commercial operations, and advance our late stage clinical development pipeline and further develop our global commercial operations following the approval and launch of three commercial products in less than three years.pipeline. Mr. Pyott’s substantial public company governance experience from serving on the boards of several large public companies also makes him an asset to our board and to our nominating and corporate governance committee, which he chairs. |
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Class III—Directors Whose Terms Expire in 2022
| | | Margaret A. Hamburg, M.D.
Committees:
• Science and Technology Committee
Director since: 2019
Age: 65
| | Dr. Hamburg has served as a member of our board of directors since January 2019.
Experience, Expertise and Qualifications
Dr. Hamburg currently serves as Interim Vice President, Global Biological Policy and Programs at the Nuclear Threat Initiative. Dr. Hamburg recently completed her five-year term as Foreign Secretary of the National Academy of Medicine, serving from April 2015 to July 2020 and completed her service as Chair of the Board of the American Association for the Advancement of Science (AAAS) in February 2020. From May 2009 to April 2015, Dr. Hamburg served as the Commissioner of the U.S. Food and Drug Administration (FDA). 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. She is also a fellow of the American College of Physicians and the AAAS, and a member of Harvard University Global Advisory Council, the Joint Coordinating Group for the Coalition for Epidemic Preparedness Initiative (CEPI), the World Dementia Council, the Global Health Scientific Advisory Committee for the Bill and Melinda Gates Foundation, the Dean’s Advisory Council for the George Washington School of Public Health and the Global Commission for Post-Pandemic Planning. Dr Hamburg chairs the Harvard Medical School Board of Fellows and is co-Chair of the World Health Organization (WHO) Expert Advisory Committee on Human Genome Editing.
Key Contributions to the Board
Dr. Hamburg has an extensive background in matters of science, medicine, public health and regulatory issues, having held policy positions in the Obama, Clinton and Reagan administrations, including serving as the Commissioner of the FDA from May 2009 to April 2015. She has done basic and clinical research at the National Institutes of Health and Rockefeller University. Dr. Hamburg’s distinguished career and expertise in the field brings a unique regulatory and policy perspective, as well as valuable scientific and operational expertise, to our board as we continue to advance our late stage clinical development pipeline, initiate additional clinical programs, and further develop our global commercial operations following the approval and launch of three commercial products in less than three years.
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| | | Steven M. Paul, M.D.
Committees:
• People, Culture and Compensation Committee
• Science and Technology Committee
Director since: 2010
Age: 70
| | Dr. Paul has served as a member of our board of directors since September 2010.
Experience, Expertise and Qualifications
Dr. Paul has served as the Chief Executive Officer and Chair of the Board of Karuna Therapeutics, Inc., a clinical-stage biopharmaceutical company, since August 2018. From September 2014 to July 2018, Dr. Paul served as the President, Chief Executive Officer of Voyager Therapeutics, Inc., a biotechnology company. Dr. Paul has also served as a professor of Psychiatry and Neurology at Washington University of St. Louis School of Medicine since September 2017. Dr. Paul was the founding director of the Appel Alzheimer’s Disease Research Institute, and was a Professor of Neurology (Neuroscience), Psychiatry and Pharmacology at Weill Cornell Medical College of Cornell University from September 2010 to 2014. Since 2018, Dr. Paul has served as a Venture Partner at Third Rock Ventures, a healthcare venture firm, where he previously served as a Venture Partner from 2010 to 2014. Dr. Paul served for 17 years at Eli Lilly and Company, a pharmaceutical company, most recently as the Executive Vice President for Science and Technology and President of the Lilly Research Laboratories, a division of Eli Lilly and Company, from July 2003 to his retirement in February 2010. He is a member of the National Academy of Medicine of the National Academy of Sciences and a fellow of the AAAS. Prior to joining Lilly, Dr. Paul served in several senior roles at the National Institute of Mental Health, including serving as the Scientific Director of the Intramural Research Program. Dr. Paul also serves as a director of Voyager Therapeutics, Inc. and SAGE Therapeutics, Inc.
Key Contributions to the Board
Dr. Paul brings to our board more than 25 years of management experience in the pharmaceutical industry and 35 years of scientific research experience. He is widely recognized as a leader across many dimensions of medical research and drug development, and this expertise is important to our board as we continue to advance our early research, including in the CNS, and late stage clinical development pipeline, initiate additional clinical programs and further develop our global commercial operations following the approval and launch of three commercial products in less than three years.
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| | | Colleen F. Reitan
Committees:
• Audit Committee
Director since: 2018
Age: 61
| | Ms. Reitan has served as a member of our board of directors since June 2018.
Experience, Expertise and Qualifications
Ms. Reitan served as President of Plan Operations of Health Care Service Corporation, or HCSC, the largest customer-owned health insurer in the United States and an independent licensee of Blue Cross and Blue Shield Association from October 2015 to April 2018. While at HCSC, she also served as the company’s Chief Operating Officer from January 2009 to January 2015. Previously, Ms. Reitan served as President and Chief Operating Officer of Blue Cross Blue Shield of Minnesota from 2006 to 2008. Ms. Reitan also serves as a director of Myriad Genetics, Inc.
Key Contributions to the Board
Ms. Reitan brings to our board over 30 years of experience in the healthcare payer and reimbursement market, including most recently as President of Plan Operations of HCSC. As we continue to advance our late stage clinical development pipeline and further develop our global commercial operations following the approval and launch of three commercial products in less than three years, 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 advance our ongoing commitment to provide innovative value based agreements and deliver fair value to payers and providers. Ms. Reitan’s extensive background in business management also makes her an asset to our audit committee on which she serves.
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| | | Amy W. Schulman
Committees:
• People, Culture and Compensation Committee (Chair)
• Nominating and Corporate Governance Committee
Director since: 2014
Age: 60
| | Ms. Schulman has served as a member of our board of directors since July 2014.
Experience, Expertise and Qualifications
Ms. Schulman joined Polaris Partners, a venture capital firm, in August 2014 where she is currently a managing partner. Ms. Schulman currently serves as Chair of the Board of SQZ Biotech, as well as Executive Chair of Lyndra Therapeutics, Inc., where she was co-founder and the company’s initial Chief Executive Officer from 2015 to 2019. She also manages the LS Polaris Innovation Fund which was formed in 2017. Since July 2014, Ms. Schulman has also been a senior lecturer at Harvard Business School. Ms. Schulman served as Chief Executive Officer of Arsia Therapeutics, Inc. from August 2014 to November 2016, when Arsia was acquired by Eagle Pharmaceuticals, Inc. Ms. Schulman was previously the Executive Vice President and General Counsel of Pfizer Inc., a global pharmaceutical company, from May 2008 to July 2014, where she also served as the Business Unit Lead for Pfizer’s Consumer Healthcare business from 2012 to 2013. Before joining Pfizer, she was a partner at DLA Piper. Ms. Schulman also serves as a director of Hudson Executive Investment Corp. and Hudson Executive Investment Corp. II, and formerly served as a director of Cyclerion Therapeutics, Inc., Ironwood Pharmaceuticals, Inc., Arsanis, Inc., Blue Buffalo Pet Products, Inc. and BIND Therapeutics, Inc.
Key Contributions to the Board
Ms. Schulman brings to our board a diverse background that includes legal, operational and commercial expertise. As our business grows and becomes more complex, Ms. Schulman’s unique qualifications enable her to counsel us in a number of critical areas, including commercial strategy and capability building, as well as legal, regulatory and transactional considerations. In addition, her experience at Pfizer as Executive Sponsor of Pfizer’s Global Women’s Council, where she helped shape efforts to increase diversity and expand opportunities for both women and men across the company, has been an important resource as we continue to grow our workforce and enhance our diversity and inclusion initiatives to support the advancement of our late stage clinical development pipeline and further develop our global commercial operations following the approval and launch of three commercial products in less than three years. This experience also provides a unique and critical perspective for Ms. Schulman in her role as the chair of our PC&C committee.
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Class I—Directors Whose Terms Expire in 2023
| | | Michael W. Bonney
Chair of the Board
Committees:
• Audit Committee
• Nominating and Corporate Governance Committee
Director since: 2014
Age: 62
| | Mr. Bonney has served as a member of our board of directors since December 2014 and was appointed chair of our board in December 2015.
Experience, Expertise and Qualifications
Mr. Bonney has served as the Chair of the board of directors of Kaleido Biosciences, Inc., a biotechnology company, since June 2017. From August 2018 2 until October 2020, he served as Kaleido’s Executive Chair, and previously served as Kaleido’s Chief Executive Officer from June 2017 until August 2018. Mr. Bonney was a Partner at Third Rock Ventures, a healthcare venture firm, from January to July 2016. Mr. Bonney previously served as the Chief Executive Officer and a member of the board of directors of Cubist Pharmaceuticals, Inc., a biopharmaceutical company (now a wholly-owned subsidiary of Merck & Co., Inc.), from June 2003 until his retirement in December 2014. From January 2002 to June 2003, he served as Cubist’s President and Chief Operating Officer. In addition, Mr. Bonney is the Chair of the board of directors of Magenta Therapeutics, Inc. and serves as a director of Bristol-Myers Squibb Company. Mr. Bonney formerly served as a director of Celgene Corporation (which was acquired by Bristol-Myers Squibb), Syros Pharmaceuticals, Inc., Sarepta Therapeutics, Inc. and Global Blood Therapeutics, Inc.
Key Contributions to the Board
Mr. Bonney possesses over 30 years of operational, commercial and senior management experience in the biopharmaceutical industry, including his long tenure as the Chief Executive Officer and a director of Cubist. Mr. Bonney also has a keen understanding of the interplay between management and the board and is well-versed in the current best practices in corporate governance. His breadth of experience and deep commercial background enable him to make significant contributions as chair of our board as we continue to advance our late stage clinical development pipeline and further develop our global commercial operations following the approval and launch of three commercial products in less than three years.
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| | | John M. Maraganore, Ph.D.
Chief Executive Officer
Director since: 2002
Age: 58
| | Dr. Maraganore has served as our Chief Executive Officer and as a member of our board of directors since December 2002.
Experience, Expertise and Qualifications
Dr. Maraganore also served as our President from December 2002 to December 2007. From April 2000 to December 2002, Dr. Maraganore served as Senior Vice President, Strategic Product Development at Millennium Pharmaceuticals, Inc., a biopharmaceutical company (now Millennium: The Takeda Oncology Company). Dr. Maraganore serves as a director of Agios Pharmaceuticals, Inc., as a member of the Board of the Biotechnology Innovation Organization (BIO), a non-profit biotechnology trade organization, of which he was previously Chair, and as a member of the BIO Executive Committee. Dr. Maraganore formerly served as a director of bluebird bio, Inc.
Key Contributions to the Board
Dr. Maraganore has over 35 years of experience in the biotechnology industry, bringing to our board critical scientific, research and development, and general management expertise. In prior roles, Dr. Maraganore has led the research, development and FDA approval and commercialization of important drug therapies, including Angiomax®, an anticoagulant for patients undergoing coronary angioplasty procedures, of which Dr. Maraganore was an inventor. As a founder and leader of new businesses, he has developed high-performing organizations and created stockholder value while focusing on leading-edge scientific research. A true visionary, strategist and innovator, Dr. Maraganore’s broad experience and personal passion bring an invaluable perspective to our board.
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| | | Phillip A. Sharp, Ph.D.
Committees:
• Science and Technology Committee (Chair)
Director since: 2002
Age: 76
| | Dr. Sharp is a scientific founder of Alnylam and has served as a member of our board of directors since June 2002. As required by our corporate governance guidelines, Dr. Sharp offered his resignation to the board of directors upon reaching the age of 75. After considering Dr. Sharp’s many contributions to the board of directors and his specialized experience in areas critical to our company, our board of directors determined not to accept Dr. Sharp’s resignation and Dr. Sharp was re-elected as a director at the 2020 annual meeting of stockholders.
Experience, Expertise and Qualifications
Dr. Sharp is an Institute Professor at the David H. Koch Institute for Integrative Cancer Research, Massachusetts Institute of Technology (MIT), and was the Founding Director of the McGovern Institute for Brain Research at MIT. Dr. Sharp has been a professor at MIT since 1974. He is a member of the National Academy of Sciences, the National Academy of Medicine and the American Academy of Arts and Sciences. Dr. Sharp also serves as a director of Syros Pharmaceuticals, Inc. and Vir Biotechnology, Inc. and formerly served as a director of Biogen Inc., which he co-founded in 1978.
Key Contributions to the Board
Dr. Sharp, a leading researcher in molecular biology and biochemistry, brings to our board a fundamental understanding of the core scientific principles of our business. Dr. Sharp received the Nobel Prize for Physiology or Medicine in 1993, received numerous awards and honorary degrees for his scientific work, and served on many advisory boards for the government, academic institutions, scientific societies and companies. Dr. Sharp also has strategic expertise based upon his role as a co-founder and former director of Biogen. As one of our scientific founders, Dr. Sharp’s insight and scientific expertise are invaluable assets to our board when evaluating our strategy and unique challenges as one of the first companies focused on the discovery and development of RNAi therapeutics, and he is uniquely qualified to serve as the chair of our science and technology committee.
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THE BOARD OF DIRECTORS AND ITS COMMITTEES Board of Directors Meetings and Attendance Our board met sixeight times during 20202021 either in person or by teleconference. During 2020,2021, each of our directors attended at least 75% of the aggregate number of board meetings and meetings of the committees on which he or she then served, except for Dr. Brandicourt, who attended approximately 71% of such meetings. Dr. Brandicourt missed the 75% threshold due to an emergency medical matter that caused him to be hospitalized and miss a committee and board meeting on successive days in December 2020, which were Dr. Brandicourt’s only absences in 2020. Dr. Brandicourt has attended all board and PC&C committee meetings occurring to date in 2021, and in discussions with Dr. Brandicourt, he has re-affirmed his commitment to attend all scheduled meetings of the board and the committees on which he serves, absent illness or a family emergency.served. Our directors are expected to participate in the virtual annual meeting of stockholders, unless they have a conflict that cannot be resolved. All of our then-current directors attended the 20202021 annual meeting of stockholders. Board Determination of Independence Under the Nasdaq Marketplace Rules, a director will qualify as an “independent director” if, in the opinion of our board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our board has determined that none of Mses. Fanucci, Reitan and Schulman, Drs. Ausiello, Brandicourt, Hamburg Paul and Sharp, and Messrs. Bonney andMr. Pyott have a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director” as defined under Nasdaq Rule 5605(a)(2). Furthermore,Mr. Bonney, who was appointed as executive chair of our board in August 2021, and Dr. Greenstreet, our chief executive officer since January 1, 2022, are not considered “independent” directors. Our board of directors has determined that each member of our audit committee, PC&C committee and nominating and corporate governance committee is independent within the meaning of the applicable director independence standards of the Nasdaq Global Select Market and the Exchange Act. In making such determination, our board considered relationships, if any, that each non-employee director or family member of such director has with Alnylam, their beneficial ownership of our outstanding common stock and other facts and circumstances our board deemed relevant in determining their independence. Role of the Board Our business is managed under the direction of the board of directors. Management has primary responsibility for the day-to-day operations and affairs of our company and the role of our board is to provide independent oversight of management. In its oversight role, our board, as a whole and through its committees, is responsible for establishing broad corporate policies and reviewing our overall performance. Our board selects and provides for the succession of executive officers and, subject to stockholder election, directors. Our board also evaluates the performance of our chief executive officer, and, approves the compensation of our chief executive officer after considering the | | | | | Page | 27
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recommendations of our PC&C committee. Our board reviews and approves corporate objectives, strategies and annual investment plans, and evaluates significant policies and proposed major commitments of corporate resources. Our board also participates in decisions that have a potential major economic impact on our company. Management keeps our directors informed of company activity through regular communication, including written reports and presentations at board of | | | | | Page | 21 |
directors and committee meetings, as well as through regular informal updates between meetings with all or a subset of board members. Board Leadership Structure Our board has determined that the roles of chief executive officer and chair of our board of directors should be separated at the current time. Mr. Bonney, who served as our chair since December 2015, was appointed as executive chair of our board in August 2021 to further enhance our ethics and compliance function and its integration with the business, in what is expected to be a temporary expansion of his role. In connection with Mr. Bonney’s transition to executive chair, Ms. Schulman was appointed as lead independent director of our board in August 2021 to ensure strong independent oversight of management. In October 2021, we announced the planned transition of our founding CEO John Maraganore, Ph.D., to Yvonne Greenstreet, MBChB, MBA, effective January 1, 2022. Dr. Greenstreet was also appointed to our board in October 2021. Separating these positions allows our CEO to focus on our day-to-day business operations, while allowing the executive chair to further enhance our compliance function, and our lead independent director to lead the board in its fundamental role of providing advice to and independent oversight of management. The board believes this structure will help ensure continuity of strong and effective leadership. Lead Independent Director Our board believes that strong, independent board leadership is a critical aspect of effective corporate governance. Our corporate governance guidelines provide that if the chair of the board is not an independent director, then the nominating and corporate governance committee may designate an independent director to serve as “Lead Independent Director,” who shall be approved by a majority of the independent directors. Since her appointment in August 2021, Ms. Schulman has served as our lead independent director. We believe this structure provides our board independent leadership, while providing the benefit of having our current executive chair and CEO participate in regular board meetings as directors. Combined with the lead independent director and experienced and independent committee members, our board structure provides strong independent oversight of management. The Board’s Role in Risk Oversight We face a number of risks in our business, including risks related to: the ongoing COVID-19 pandemic and its impact on our business, financial condition and results of operations; pre-clinical and clinical research and development; manufacturing and clinical and commercial drug supply; regulatory reviews, approvals, policies and oversight; global growth and capability expansion; preparations for and execution of commercial operations; our ability to obtain reimbursement for approved drugs and the drugs we are developing if, and when, they gain regulatory approval; intellectual property filings, prosecution, maintenance and challenges; the establishment and maintenance of strategic alliances; competition; litigation and government investigations; and the ability to manage our expenses, access additional funding for our business and advance towards self-sustainability; as well as other risks. Our management is responsible for the day-to-day management of the risks that we face, while our board of directors, as a whole and through itsthe executive chair and the board committees, has responsibility for the oversight of risk management. Our board administers its risk oversight function directly and through its four committees. | | | | | Page | 22 |
Our chairlead independent director meets regularly with our executive chair, chief executive officer and other executive officers to discuss strategy and risks facing the company. Our chairlead independent director and the chair of our nominating and corporate governance committee also meet with our executive chair individually and with the global head of ethics and compliance individually and with our chief legal officer to discuss the risks facing our business and our global compliance initiatives. Members of senior management attend the quarterly board meetings and are available to address any questions or concerns raised by our board on risk management-related and any other matters. Each quarter, our board of directors receives presentations from members of senior management on strategic matters involving our business. Annually, our board reviews and discusses with management an enterprise risk assessment focused on the key risks facing our business. In addition, as part of its charter, the audit committee regularly discusses with management our risk exposures in the areas of financial reporting, internal controls and compliance with legal and regulatory requirements with potential impact on our financial statements, and the steps we take to manage them. Our audit committee also oversees our internal audit function, which was established in 2019. The primary purpose of the internal audit function is to provide independent, objective assurance to senior management and the audit committee regarding the adequacy, efficiency and effectiveness of internal controls, which are designed to add value and strengthen our business operations. The PC&C committee assists our board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs and succession planning for our executive officers, and evaluates potential risks associated with independent director compensation for consideration by the full board. The nominating and corporate governance committee assists our board in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure, succession planning for our directors, corporate governance, cybersecurity, technical operations and our compliance programs with respect to non-financial compliance matters, including commercial compliance and quality programs. Our chief ethics and compliance officer,executive chair, individually and with our chief legal officer, our chief information officer, and chief technical operations and quality officer each provide the committee with regular updates. The science and technology committee reviews and advises our board regarding risks arising from our discovery and development strategy and programs. | | | | | Page | 28
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Board Leadership Structure
Our board has determined that the roles of chief executive officer and chair of our board of directors should be separated at the current time. Mr. Bonney, an independent director, has served as our chair since December 2015. Prior to that time, John K. Clarke, a co-founder of Alnylam and former independent director, served as our chair from the founding of Alnylam in 2002. Dr. Maraganore has served as our chief executive officer and a director since 2002. Separating these positions allows our chief executive officer to focus on our day-to-day business operations, while allowing the chair to lead the board in its fundamental role of providing advice to and independent oversight of management. The board recognizes the time, effort and energy that the chief executive officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our chair, particularly as the board’s oversight responsibilities continue to grow. While our bylaws and corporate governance guidelines do not require that our chair and chief executive officer positions be separate, our board believes that our current leadership structure is appropriate because it provides an effective balance between strategy development and independent leadership and management oversight.
Board Committees Our board of directors has established four standing committees — audit, PC&C, nominating and corporate governance, and science and technology — each of which operates under a written charter that has been approved by our board. We have posted copies of each committee’s charter on the Corporate Governance page of the Investors section of our website, www.alnylam.com. The members of each committee are appointed by our board, upon the recommendation of our nominating and corporate governance committee. | | | | | Page | 23 |
Our board has determined that all of the members of each of the audit, PC&C, and nominating and corporate governance committees are independent as defined under the Nasdaq Marketplace Rules, and, in the case of all members of our audit committee, the independence requirements of Rule 10A-3(b)(1) under the Exchange Act. Committee memberships as of March 31, 20212022 are shown in the table below.below: | | | | | | | | | | | | Audit Committee | | People, Culture and
Compensation
Committee | | Nominating and
Corporate
Governance
Committee | | Science and Technology Committee | Dennis A. Ausiello, M.D. | | | | | | 
| |
| Michael W. Bonney | | 
| | | | | | | Olivier Brandicourt, M.D. | | | |
| | | | | Marsha H. Fanucci | | 
| | | |
| | | Margaret A. Hamburg, M.D.Yvonne L. Greenstreet, MBChB | | | | | | | |
| | | | | John M. Maraganore, Ph.D.Margaret A. Hamburg, M.D. | | | | | |
| |
| Steven M. Paul, M.D. | | | |
| | | |
| David E.I. Pyott | | | | | | | | | Colleen F. Reitan | | 
| | | | | | | Amy W. SchulmanSchulman# | | | |
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| | | Phillip A. Sharp, Ph.D. | | | | | | | |
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Audit Committee As described more fully in its charter, the audit committee oversees our accounting and financial reporting processes, internal controls and audit functions. In fulfilling its role, our audit committee is responsible for, among other things: appointing, evaluating, retaining, approving the compensation of and, when necessary, terminating the engagement of our independent auditors; taking appropriate action, or recommending that our board of directors take appropriate action, to oversee the independence of our independent auditors; reviewing and discussing with management and the independent auditors our annual and quarterly financial statements and related disclosures, including earnings releases, financial guidance and disclosure of non-GAAP financial measures; monitoring our internal control over financial reporting, disclosure controls and procedures, and compliance with financial corporate securities, tax and similar regulatory or legal requirements relating to financial matters; overseeing the performance of internal audit activities carried out by our internal audit function; | | | | | Page | 24 |
reviewing and discussing our financial risk management policies, including but not limited to our investment policy; reviewing and approving matters related to tax planning; establishing policies regarding hiring employees from our independent auditors and procedures for the receipt and retention of accounting-related complaints and concerns; meeting independently with our independent auditors and management; and preparing the annual audit committee report required by SEC rules, which is included below under the heading “Report of the Audit Committee.” In addition, our audit committee must approve or ratify any related person transaction entered into by us. Our policies and procedures for the review and approval of related person transactions are summarized under the heading “Policies and Procedures for Related Person Transactions,” which appears below. The current members of our audit committee are Mses. Fanucci (Chair) and Reitan and Dr. Brandicourt. Dr. Brandicourt replaced Mr. Bonney.Bonney as a member of our audit committee in August 2021. We believe that each member of our audit committee satisfies the requirements for membership, including independence, under the Nasdaq Marketplace Rules and Rule 10A-3(b)(1) under the Exchange Act. Our board has determined that each member of the audit committeeMs. Fanucci and Ms. Reitan is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K. No member of our audit committee is the beneficial owner of more than 10% of our common stock. Our audit committee met sixfive times during 2020,2021, either in person or by teleconference. | | | | | Page | 30
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People, Culture and Compensation Committee Our PC&C committee’s (formerly the compensation committee) responsibilities include, among other things: annually reviewing and making recommendations to our board with respect to corporate goals and objectives relevant to the compensation of our executive officers; reviewing and approving, or making recommendations to our board with respect to, the compensation of our chief executive officer and other executive officers; overseeing an evaluation of our senior executives; reviewing and making recommendations to our board with respect to management succession planning; overseeing the development, implementation and effectiveness of our polices and strategies regarding recruiting, retention, career development and progression, leadership development, diversity, inclusion and employment practices; | | | | | Page | 25 |
overseeing and administering our stock-based compensation plans and 401(k) plan, and performing the duties imposed on the PC&C committee by the terms of those plans; reviewing and making recommendations to our board with respect to director compensation, including compensation under any equity-based plans; reviewing, and amending as necessary, our compensation philosophy and objectives, and reviewing annually and updating our peer group for compensation purposes; reviewing and discussing any potential risks that could arise from our compensation policies and programs; reviewing and discussing annually with management our “Compensation Discussion and Analysis,” which is included beginning on page 5046 of this proxy statement; preparing the annual PC&C committee report required by SEC rules, which is included immediately following the “Compensation Discussion and Analysis” section appearing below; reviewing the results of any say-on-pay votes and considering whether to make or recommend adjustments to the executive compensation policies as a result of such votes; overseeing engagement with stockholders and proxy advisory firms on executive compensation matters; and performing an annual evaluation of the committee’s performance. The processes and procedures followed by our PC&C committee in considering and determining executive compensation are described below under the heading “Compensation Discussion and Analysis.” | | | | | Page | 31
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In 2020, our board approved, at the recommendation of our nominating and corporate governance committee, changing the name of the “compensation” committee to the “people, culture and compensation” committee to more accurately reflect the remit of the committee, given its increased focus on the topics of people and culture. The current members of our PC&C committee are Ms. Schulman (Chair) and Drs. Brandicourt and Paul. In May 2020, Dr. Schimmel resignedPaul announced his intention to resign from our board and as a member of our PC&C committee at which timeeffective April 16, 2022. Following Dr. Brandicourt wasPaul’s resignation from our PC&C committee on April 16, 2022, Ms. Reitan will be appointed as a member of the committee. We believe that each member of our PC&C committee is an independent director within the meaning of the director independence standards of the Nasdaq Marketplace Rules, a non-employee director as defined in Rule 16b-3 of the Exchange Act, and an outside director pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended, also referred to as the Code.
Our PC&C committee met fourfive times during 2020,2021, either in person or by teleconference. | | | | | Page | 26 |
PC&C Committee Interlocks and Insider Participation During fiscal year 2020,2021, none of the members of our people, culture and compensationPC&C committee was a current or former officer or employee of Alnylam and none had any related person transaction involving Alnylam. During fiscal year 2020,2021, no executive officer of our company served as: (i) a member of the PC&C committee (or other committee of the board of directors performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on our PC&C committee; (ii) a director of another entity, one of whose executive officers served on our PC&C committee; or (iii) a member of the PC&C committee (or other committee of the board of directors performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served as a director of our company. Risk Considerations in Executive Compensation Our PC&C committee has discussed the concept of risk as it relates to our executive compensation program and PC&C committee does not believe our executive compensation program encourages excessive or inappropriate risk taking. As described more fully below in “Compensation Discussion and Analysis,” we structure our pay to consist of both fixed and variable compensation to motivate our executives to produce superior short-and long-term results that are in the best interests of our company and stockholders in order to attain our ultimate objective of increasing stockholder value. We have established, and our people, culture and compensationPC&C committee endorses, several controls to address and mitigate compensation-related risk. We engaged our outside consultant, Radford,Aon’s Human Capital Solutions practice (formerly Radford), a division of Aon plc, or Aon, to assist the PC&C committee in updating its evaluation of our policies and practices to determine if they create excessive risk in our compensation programs. Given our transition over the last several years to being a global, commercial organization, this updated evaluation included an assessment of the potential risks associated with field-based incentive compensation and commercial-related goals and targets, as well as other changes to our compensation policies and practices. In conducting its independent assessment, RadfordAon reviewed all of our incentive compensation and other programs and determined there were no compensation | | | | | Page | 32
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policies or practices that encourage excessive or inappropriate risk-taking. RadfordAon discussed the detailed findings of this review with management in February 2021, and management provided the results of the review to the PC&C committee. As a result, the PC&C committee concluded that our compensation policies and practices are not reasonably likely to have a material adverse effect on the company. The PC&C committee will continue to evaluate on an ongoing basis the potential risks associated with our compensation policies and practices with input from its compensation consultant and internal and external counsel. Nominating and Corporate Governance Committee Our nominating and corporate governance committee is responsible for, among other things: advising our board on board organization, structure and appropriate size; | | | | | Page | 27 |
identifying individuals qualified to become members of our board and evaluating candidates recommended by stockholders for election to our board and stockholder proposals submitted for inclusion in our proxy materials; recommending to our board the persons to be nominated for election as directors and the persons to be appointed to each of our board committees; reviewing the external commitments of our directors and executive officers to evaluate potential conflicts of interest or time commitment concerns; developing and recommending to our board a set of corporate governance principles and making recommendations to our board regarding corporate governance matters; developing and recommending to our board, as appropriate, policies and programs with respect to environmental, health, safety, social responsibility and governance matters; overseeing the regular evaluation of our board and its committees; overseeing management’s implementation of information technology policies; reviewing our significant corporate governance and board succession risks and steps taken to monitor and mitigate such risks, including succession planning for the board and key leadership roles on the board and its committees; overseeing the management of operational risk and contingency planning for business continuity; monitoring the risks associated with information systems, including reviewing and discussing with management the programs used to identify, assess, manage and monitor cybersecurity risks; and overseeing management’s implementation of compliance programs with respect to non-financial matters and our quality programs. In connection with its oversight of management’s non-financial compliance programs, our nominating and corporate governance committee is directing our review of and response to the ongoing investigation by the U.S. Department of Justice, U.S. Attorney’s Office for the District of Massachusetts into our marketing and promotion of ONPATTRO® (patisiran) in the U.S. Throughout the course of 2021, our nominating and corporate governance committee held several regular and special meetings with independent outside counsel regarding the ongoing investigation. | | | | | Page | 33
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As noted above, the nominating and corporate governance committee regularly conductsfacilitates a regular board self-evaluations through a third partyself-evaluation to determine whether our board of directors and its committees are functioning effectively, and to provide our board with an opportunity to reflect upon and improve processes and effectiveness.effectively. The nominating and corporate governance committee determines the nature of the evaluation, supervises the conduct of the evaluation, and prepares an assessment of our board performance, to be discussed with the full board of directors, which considers the results and ways in which board processes and effectiveness may be enhanced.directors. The evaluation is aligned to board best practices and focuses on four key areas: board structure and composition; board process and focus; committee structure and performance; and culture and overall health. Based on input received from the board in the 2019 evaluation, certain actions were prioritized in 2020, including devoting more board time to commercialization, global operations and business strategy topics, relative to R&D matters, and increasing oversight attention directed to cybersecurity risks and mitigations, among others. | | | | | Page | 28 |
The processes and procedures followed by our nominating and corporate governance committee in identifying and evaluating director candidates are described below under the heading “Director Nomination Process.” The current members of our nominating and corporate governance committee are Mr. Pyott (Chair), Dr.Drs. Ausiello Mr. Bonney,and Hamburg and Mses. Fanucci and Schulman. In August 2021, Mr. Bonney resigned as a member of our nominating and corporate governance committee in connection with his appointment as executive chair of the board, at which time Dr. Hamburg was appointed as a member of the committee. We believe that each member of our nominating and corporate governance committee satisfies the requirements for membership, including independence, as established under the Nasdaq Marketplace Rules. Our nominating and corporate governance committee met five17 times during 2020, 2021, either in person or by teleconference. Science and Technology Committee Our science and technology committee is responsible for, among other things: overseeing our scientific advisory board; reviewing our overall scientific and research and development strategy; reviewing our research and development strategy and programs; and reviewing our regulatory and quality programs. The current members of our science and technology committee are Drs. Sharp (Chair), Ausiello, Hamburg and Paul. In May 2020, Dr. Schimmel resignedPaul announced his intention to resign from our board and as a member of our science and technology committee at which time Dr. Hamburg was appointed as a member of the committee.effective April 16, 2022. Our science and technology committee met one timetwo times during 2021, by teleconference during 2020.teleconference. Director Nomination Process Our nominating and corporate governance committee is responsible for identifying individuals qualified to become directors, consistent with criteria approved by our board, and recommending the persons to be nominated for election as directors. | | | | | Page | 34
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The process followed by our nominating and corporate governance committee to identify and evaluate director candidates includes requests to board members and others for recommendations, engagement of third-party recruiting companies focused on identifying top-tier director candidates, meetings from time to time to evaluate biographical information and background material relating to potential candidates, and interviews of selected candidates by members of the committee and our board. | | | | | Page | 29 |
Criteria and Diversity Our corporate governance guidelines include a commitment to diversity, and specify that diversity on our board of directors should be considered by the nominating and corporate governance committee in the director identification and nomination process. In considering whether to recommend any particular candidate for inclusion in our board’s slate of recommended director nominees, our nominating and corporate governance committee will apply the following criteria that it believes must be met by all directors: a reputation for integrity, honesty and adherence to high ethical standards; a demonstration of business acumen, experience and the ability to appreciate the operational challenges and complexities faced by public biopharmaceutical companies of a size and operational scope similar to our company and to exercise sound judgment in matters that relate to the current and long-term objectives of our company and a willingness and ability to contribute positively to the decision-making process of our company; a commitment to understand our company and the industry and to regularly attend and participate in meetings of our board of directors and its committees; an interest in and ability to understand the sometimes conflicting interests of the various constituencies of our company, which include stockholders, employees, customers, governmental bodies and the general public, and to act in the interests of all stockholders; no actual or apparent conflict of interest (as determined by the nominating and corporate governance committee or the board) that would impair the director’s ability to represent the interests of all of our company’s stockholders and to fulfill the responsibilities of a director; and the ability to serve for at least five years before reaching the age of 75. While our nominating and corporate governance committee does not have a formal policy with respect to diversity, the nominating and corporate governance committee is committed to recruitment protocols to actively seek out highly qualified diverse candidates (including women and minority candidates) to include in the pool from which board nominees are chosen, and any search firm will affirmatively be instructed to seek to include diverse candidates. Our board and nominating and corporate governance committee believe that it is essential that our board members represent diverse viewpoints with broad experience in areas important to the operation of our company such as business, science, medicine, and finance and accounting. The committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective | | | | | Page | 35
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nominee. We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow our board to promote our strategic objectives and fulfill its responsibilities to our stockholders. In this context, the nominating and corporate governance committee, in addition to the qualifications set forth above, also considers a variety of attributes in selecting nominees to our board, such as: an understanding of, and experience in, the biotechnology and pharmaceutical industries, and the regulatory landscape in which such companies operate; | | | | | Page | 30 |
an understanding of, and experience in, accounting oversight and governance, finance, sales and marketing, and complex business transactions; leadership experience with public companies or other significant organizations; international experience; and diversity of age, gender, race and national origin, education, professional experience and differences in viewpoints and skills. These factors and others are considered useful by our board of directors and are reviewed in the context of an assessment of the perceived needs of our board at a particular point in time. The director nominee biographies appearing above under the heading “Information Concerning Director Nominees – Election of Class IIIII Directors (Proposal 1)” indicate each nominee’s experience, qualifications, attributes and skills that led our nominating and corporate governance committee and board to conclude that he or she should continue to serve as a member of our board. Our nominating and corporate governance committee and board believe that each of the nominees has had substantial achievement in his or her professional and personal pursuits, and possesses the background, talents and experience that our board desires and that will contribute to the best interests of our company and to long-term stockholder value. | | | | | Page | 36
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The table below provides information regarding the members of our board, including certain types of knowledge, skills, experiences and attributes possessed by one or more of our directors which our board believes are relevant to our business or industry. The table does not encompass all of the knowledge, skills, experiences or attributes of our directors, and the fact that a particular knowledge, skill, experience or attribute is not listed does not mean that a director does not possess it. In addition, the absence of a particular knowledge, skill, experience or attribute with respect to any of our directors does not mean the director in question is unable to contribute to the decision-making process in that area. The type and degree of knowledge, skill and experience listed below may vary among the members of the board. 
The tables below highlight the composition of our continuing directors and our director nominees.
 
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The tables below highlight the composition of our continuing directors and our director nominees*: 
| * | The tables above do not include Dr. Paul, who resigned from our board of directors effective April 16, 2022. |
Board Diversity Matrix as of March 31, 2022 | | | | | | | | | | | Board Size: | Total Number of Directors | | 11 | | | | | | | Gender: | | Male | | Female | | Non-Binary | | Gender Undisclosed | Number of directors based on gender identity | | 6 | | 5 | | 0 | | 0 | | Number of directors who identify in any of the categories below: | African American or Black | | 0 | | 1 | | 0 | | 0 | Alaskan Native or American Indian | | 0 | | 0 | | 0 | | 0 | Asian | | 0 | | 0 | | 0 | | 0 | Hispanic or Latinx | | 0 | | 0 | | 0 | | 0 | Native Hawaiian or Pacific Islander | | 0 | | 0 | | 0 | | 0 | White | | 6 | | 3 | | 0 | | 0 | Two or More Races or Ethnicities | | 0 | | 1 | | 0 | | 0 | LGBTQ+(1) | | 0 | Undisclosed | | 0 |
| (1) | None of our directors self-identified as lesbian, gay, bisexual, transgender, or a member of the queer community. |
Stockholder Nominations Stockholders may recommend individuals to our nominating and corporate governance committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials and, if the stockholder is not a stockholder of record, a statement as to whether the stockholder or group of stockholders making the recommendation has beneficially owned more than 5% of our common stock for at least a year as of the date such recommendation is made, to the Nominating and Corporate Governance Committee, c/o Corporate Secretary, Alnylam Pharmaceuticals, Inc., 675 West Kendall Street, Henri A. Termeer Square, Cambridge, Massachusetts 02142. Assuming that appropriate biographical and background material has been provided on a timely basis, the committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others. Stockholders also have the right under our bylaws to nominate director candidates directly, without any action or recommendation on the part of the committee or our board of directors, by following the procedures set forth below under the heading “Stockholder Proposals.” | | | | | Page | 32 |
At the annual meeting, stockholders will be asked to consider the election of Drs. AusielloDr. Hamburg and Brandicourt, Ms. FanucciMses. Reitan and Mr. Pyott,Schulman, each of whom currently serves on our board of directors. Drs. AusielloDr. Hamburg and Brandicourt, Ms. FanucciMses. Reitan and Mr. PyottSchulman were proposed to our board by our nominating and corporate governance committee and our board determined to include them as its nominees. Majority Voting Policy Our bylaws provide that the vote required for the election of a director by the stockholders shall, except in a contested election, be the affirmative vote of a majority of the votes cast with respect to the election of such director nominee at a meeting of stockholders. In order to receive a majority of the votes cast, the number of shares voted “FOR” must exceed the number of votes “AGAINST.” In any non-contested election of directors, any incumbent director nominee who receives a greater number of votes cast against his or her election than in favor of his or her election shall, promptly following the certification of the stockholder vote, tender his or her resignation to the board. The board shall then decide, through a process managed by our nominating and corporate governance committee, whether to accept the resignation, or take other action. The board expects that a director whose resignation is under consideration shall abstain from participating in any decision regarding his or her resignation. In reaching its decision, the board may consider any factors deemed relevant, including the incumbent director nominee’s qualifications, the incumbent director nominee’s past and expected future contributions to the company, the overall composition of the board, and whether accepting the tendered resignation would cause us to fail to meet any applicable rule or regulation (including Nasdaq Global Select Market listing standards and federal securities laws). The board will publicly disclose its decision and rationale, within 90 days following certification of the stockholder vote. If an incumbent director nominee’s resignation is not accepted, he or she will continue to hold office until the next annual meeting and until his or her successor shall be duly elected and qualified. In such circumstances, the director will remain in his or her existing class and the election held at the next such annual meeting shall be whether to elect him or her to serve the remainder of his or her three-year term. | | | | | Page | 38
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Stockholder Engagement and Communications with the Independent Directors We regularly engage with our stockholders through open dialogue and direct individual communication to solicit their feedback on our executive compensation, corporate governance and disclosure practices in order to gain a better understanding of the practices they most value. Stockholder feedback is important, and the information we glean from these engagements is highly valued. Our stockholder engagement team has consisted of certain independent directors and members of our legal, investor relations and human resources expertise areas. Stockholders also regularly meet with members of our senior management team to discuss our strategy and review our business, goals and performance. In 2021, we engaged with several shareholders who owned, in aggregate, a meaningful percentage of outstanding shares. The feedback we received from those conversations were conveyed to the rest of the board and relevant board committees and served as valuable input to board and committee discussions and considerations. In addition, our board of directors will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. The chair of our board (if anOur lead independent director), the lead director, (if one is appointed), or otherwise the chair of our nominating and corporate governance committee, is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the other directors as he or she considers appropriate. | | | | | Page | 33 |
Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that the chair of our board (if anlead independent director), or the lead director, (if one is appointed), or otherwise the chair of our nominating and corporate governance committee, considers to be important for the directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we tend to receive repetitive communications. Stockholders who wish to send communications on any topic to our board should address such communications to the Board of Directors, c/o Corporate Secretary, Alnylam Pharmaceuticals, Inc., 675 West Kendall Street, Henri A. Termeer Square, Cambridge, Massachusetts 02142. | | | | | Page | 3934 |
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. Maraganore doesGreenstreet and, starting as of August 2, 2021, Mr. Bonney, do not receive any additional compensation for histheir service as a director.directors. Our PC&C committee periodically reviews the compensation we pay our non-employee directors, with input from its independent compensation consultants. Our PC&C committee compares our board compensation to compensation paid to non-employee directors of our peer group companies. Our PC&C committee also considers the responsibilities we ask of our board members along with the amount of time required to perform those responsibilities. In February 2020, our PC&C committee, with the assistance of Radford,Aon, performed a comprehensive review of director compensation. Following this review, the PC&C committee and our board of directors determined to adjust certain elements of the cash compensation paid to our non-employee directors, to be more competitive with our peer group. In addition, based on the results of this review and consistent with our broader equity strategy to transition from a unit-based to a value-based approach for determining equity awards, the PC&C committee and our board of directors determined to transition to a value-based equity approach and reduce the initial and annual stock option award value for non-employee directors to align with our peer group. The table below reflects Our PC&C committee reviewed the non-employee director compensation that was in effect through March 2020 as well as the changes (in italics) to we pay our non-employee director directors, with input from its independent compensation that were approvedconsultants, in February 2020,2021 and were effectiverecommended to our board that no changes be made. In August 2021, in connection with Ms. Schulman’s appointment as lead independent director, the PC&C committee recommended to our board, and our board approved, annual cash compensation of April 1, 2020 with respect to fees and, as of March 2, 2020, with respect to initial and annual stock option awards. Increases in fees were pro-rated$40,000 for 2020 based upon the date of approval and each non-employee director’s committee appointments, as applicable.lead independent director.
| | | | | | Compensation Type | | Compensation Amount Before April 1, 2020 | | Compensation Amount as of April 1, 2020 | | | | | Annual Retainer | | $50,000 | | $55,000 | | | | Board Chair Fee | | $30,000 | | $35,000 | | | | Committee Chair Fees: | | | | | | | | Audit | | $25,000 | | $25,000 | | | | People, Culture and Compensation | | $20,000 | | $20,000 | | | | Nominating and Corporate Governance | | $10,000 | | $15,000 | | | | Science and Technology | | $10,000 | | $15,000 | | | | Committee Member Fees: | | | | | | | | Audit | | $10,000 | | $12,500 | | | | People, Culture and Compensation | | $10,000 | | $10,000 | | | | Nominating and Corporate Governance | | $5,000 | | $7,500 | | | | Science and Technology | | $5,000 | | $7,500 | | | | Initial Stock Option Award (vests ratably in three annual installments) | | 18,000 shares** | | $600,000 grant-date fair value** | | | | Annual Stock Option Award (vests on one-year anniversary)* | | 9,000 shares** | | $400,000 grant-date fair value** |
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The table below reflects the non-employee director compensation in effect for 2021, including the compensation that was approved effective as of August 2, 2021 with respect to lead independent director fees (shown in italics). Such fees were pro-rated for 2021 based upon the date of approval. | | | | | | Compensation Type | | Compensation Amount* | | | Annual Retainer | | $55,000 | | | Independent Board Chair Fee | | $35,000 | | | Lead Independent Director | | $40,000 | | | Committee Chair Fees: | | | | | Audit | | $25,000 | | | People, Culture and Compensation | | $20,000 | | | Nominating and Corporate Governance | | $15,000 | | | Science and Technology | | $15,000 | | | Committee Member Fees: | | | | | Audit | | $12,500 | | | People, Culture and Compensation | | $10,000 | | | Nominating and Corporate Governance | | $7,500 | | | Science and Technology | | $7,500 | | | Initial Stock Option Award (vests ratably in three annual installments) | | $600,000 grant-date fair value** | | | Annual Stock Option Award (vests on one-year anniversary)* | | $400,000 grant-date fair value** |
| * | Each non-employee director is generally eligible for an annual stock option award beginning in the sixth month following his or her election to our board. |
** ** | Effective March 2, 2020, our boardActual number of directors approved a value-based approach for determining equity awards for non-employee directors. These values reflect a reductionnon-qualified stock options awarded will be determined on date of grant by taking value divided by closing price of common stock on NASDAQ Global Select Market on such date, further divided by Black Scholes factor in value transferred relative to prior unit-based award amounts.use at such time.
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Our board may, in its discretion, increase or decrease the size of the stock option award made to a non-employee director upon election or in connection with the annual stock option award or make other option awards to our non-employee directors, subject to the current limitations contained in our 2018 Stock Incentive Plan, as amended and restated, or the 2018 Plan. The exercise price of stock option awards is the fair market value of our common stock on the date of grant. We also reimburse our directors for reasonable travelDuring 2021, the PC&C committee recommended, and other related expenses incurredthe board approved, an award of RSUs to Mr. Bonney and a stock option award to Ms. Schulman in connection with their service on our board.appointment as executive chair and lead independent director, respectively. These awards are set forth in the Director Compensation tables below. As noted above, in February 2020, ourOur board of directors, following the recommendation of our PC&C committee, adjusted certain elements of compensation for non-employee directors. In connection with these changes, our board of directorshas approved a 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, equal to $1.5 million and $1.0 million, respectively. The aggregate value limits replacereplaced the previous limits in the 2018 Plan that only related to equity awards. In May 2020, our stockholders approved a second amendment to our 2018 Plan, which included these maximum aggregate values for initial and annual non-employee director compensation.
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As indicated in the table above, our current practice is to deliver aggregate compensation to our non-employee directors in amounts well under these aggregate limits, and we do not expect to change our current practice. We also reimburse our directors for reasonable travel and other related expenses incurred in connection with their service on our board. The following table sets forth information concerning the compensation of our non-employee directors in 2020.2021: Director Compensation | | | Name | | Fees Earned or
Paid in Cash ($) | | | Option Awards ($)(3)(4)(5) | | | All Other
Compensation ($) | | | Total ($) | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(3)(5) | | | Option Awards ($)(4)(5) | | | All Other Compensation ($) | | | Total ($) | | | Dennis A. Ausiello, M.D. | | | 67,500 | | | | 400,286 | | | | — | | | | 467,786 | | | | 70,000 | | | | — | | | | 399,952 | | | | — | | | | 469,952 | | | Michael W. Bonney | | | 106,250 | | | | 400,286 | | | | — | | | | 506,536 | | | | 64,167 | | | | 4,000,007 | | | | 399,952 | | | | 253,800(1) | | | | 4,464,126 | | | Olivier Brandicourt, M.D.(1) | | | 52,083 | | | | 597,791 | | | | — | | | | 649,874 | | | | 70,208 | | | | — | | | | 399,952 | | | | — | | | | 470,160 | | | Marsha H. Fanucci | | | 85,625 | | | | 400,286 | | | | — | | | | 485,911 | | | | 87,500 | | | | — | | | | 399,952 | | | | — | | | | 487,452 | | | Margaret A. Hamburg, M.D. | | | 58,750 | | | | 400,286 | | | | — | | | | 459,036 | | | | 65,625 | | | | — | | | | 399,952 | | | | — | | | | 465,577 | | | Steven M. Paul, M.D. | | | 70,625 | | | | 400,286 | | | | — | | | | 470,911 | | | | 72,500 | | | | — | | | | 399,952 | | | | — | | | | 472,452 | | | David E.I. Pyott | | | 67,500 | | | | 400,286 | | | | — | | | | 467,786 | | | | 70,000 | | | | — | | | | 399,952 | | | | — | | | | 469,952 | | | Colleen F. Reitan | | | 65,625 | | | | 400,286 | | | | — | | | | 465,911 | | | | 67,500 | | | | — | | | | 399,952 | | | | — | | | | 467,452 | | | Paul R. Schimmel, Ph.D.(2) | | | 36,042 | | | | 480,000 | | | | — | | | | 516,042 | | | | Amy W. Schulman | | | 80,625 | | | | 400,286 | | | | — | | | | 480,911 | | | | 99,167 | | | | — | | | | 599,849 | | | | — | | | | 699,016 | | | Phillip A. Sharp, Ph.D. | | | 67,500 | | | | 400,286 | | | | 25,000(6) | | | | 492,786 | | | | 67,917 | | | | — | | | | 399,952 | | | | 25,000(6) | | | | 492,869 | |
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| (1) | Dr. BrandicourtMr. Bonney was electedappointed executive chair of the board on August 2, 2021, and was no longer eligible for non-employee director compensation as of such date. The amount reported in the All Other Compensation column represents salary paid to our board of directors effective March 2, 2020.Mr. Bonney in connection with his executive chair role.
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| (2) | Dr. SchimmelPaul has resigned from our board of directors effective May 6, 2020. Amount includes $480,000 in the Option Awards column to reflect the incremental fair value recognized for stock options granted prior to 2020 for which vesting was accelerated in May 2020 in connection with Dr. Schimmel’s resignation.April 16, 2022. |
| (3) | The amount reported in the Stock Awards column for 2021 represents the aggregate grant date fair value of RSUs granted to Mr. Bonney in August 2021 in connection with his appointment as executive chair and does not represent compensation to him for service as a non-employee director. Grant date fair values are calculated in accordance with the provisions of FASB ASC Topic 718 and the aggregate grant date fair value is determined by multiplying the number of RSUs awarded by the quoted closing market price of the Company’s common stock on the date of grant. |
| (4) | The amounts in this column reflect the aggregate grant date fair value for the fiscal year ended December 31, 2020,2021, in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718, of stock options granted under our equity plans for service on our board and treated for accounting purposes as employee awards. There can be no assurance that these amounts will ever be realized. Whether, and to what extent, a non-employee director realizes value will depend on our actual operating performance, stock price fluctuations and the non-employee director’s continued service on our board. The assumptions we used to calculate these amounts are included in Note 14 to our audited consolidated financial statements for the fiscal year ended December 31, 20202021 included in our Annual Report on Form 10-K, filed with the SEC on February 11, 2021.10, 2022. |
(4) | At December 31, 2020, our non-employee directors held the following aggregate number of shares under outstanding stock options (representing unexercised option awards – both exercisable and unexercisable).
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Director Outstanding Stock Options for Service
| | | | | | | Name | | Number of Shares
Underlying
Outstanding Stock Options
for Board Service(#) | | | Number of Shares
Underlying Outstanding
Stock Options for
Non-Board Service(#)Page | 37
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| (5) | | | Dennis A. Ausiello, M.DThe following table summarizes the equity awards granted to our non-employee directors for their service on our board during 2021 and the grant date fair value of such equity awards:
| | | 56,331 | | | — | | | | Michael W. Bonney
| | | 86,331 | | | — | | | | Olivier Brandicourt, M.D.
| | | 8,612 | | | — | | | | Marsha H. Fanucci
| | | 71,331 | | | — | | | | Margaret A Hamburg, M.D.
| | | 31,581 | | | — | | | | Steven M. Paul, M.D.
| | | 104,719 | | | — | | | | David E.I. Pyott
| | | 70,081 | | | — | | | | Colleen F. Reitan
| | | 31,581 | | | — | | | | Paul R. Schimmel, Ph.D.
| | | 51,750 | (a) | | 2,310(b) | | | | Amy W. Schulman
| | | 86,331 | | | — | | | | Phillip A. Sharp, Ph.D.
| | | 150,001 | | | — |
Director Grants | | | | | | | | | | | | | | | | | | | | | | Name | | Date of Grant | | | Number of Shares Underlying Option
Award Grants (#) | | | Number of
Stock Award
Grants(#) | | | Grant Date Fair Value of Option Award Grants
($)(a) | | | Grant Date Fair Value of Stock Award
Grants($)(b) | | | | | | | | Dennis A. Ausiello, M.D. | | | 7/15/2021 | | | | 4,032 | | | | — | | | | 399,952 | | | | — | | | | | | | | Michael W. Bonney | | | 7/15/2021 | | | | 4,032 | | | | — | | | | 399,952 | | | | — | | | | | | | | | | | 8/2/2021 | | | | — | | | | 22,477 | (c) | | | — | | | | 4,000,007 | (c) | | | | | | | Olivier Brandicourt, M.D. | | | 7/15/2021 | | | | 4,032 | | | | — | | | | 399,952 | | | | — | | | | | | | | Marsha H. Fanucci | | | 7/15/2021 | | | | 4,032 | | | | — | | | | 399,952 | | | | — | | | | | | | | Margaret A. Hamburg, M.D. | | | 7/15/2021 | | | | 4,032 | | | | — | | | | 399,952 | | | | — | | | | | | | | Steven M. Paul, M.D.(d) | | | 7/15/2021 | | | | 4,032 | | | | — | | | | 399,952 | | | | — | | | | | | | | David E.I. Pyott | | | 7/15/2021 | | | | 4,032 | | | | — | | | | 399,952 | | | | — | | | | | | | | Colleen F. Reitan | | | 7/15/2021 | | | | 4,032 | | | | — | | | | 399,952 | | | | — | | | | | | | | Amy W. Schulman | | | 7/15/2021 | | | | 4,032 | | | | — | | | | 399,952 | | | | — | | | | | | | | | | | 10/27/2021 | | | | 1,814 | (e) | | | — | | | | 199,897 | (e) | | | — | | | | | | | | Phillip A. Sharp, Ph.D. | | | 7/15/2021 | | | | 4,032 | | | | — | | | | 399,952 | | | | — | |
| | (a) | The grant date fair value computed in accordance with FASB ASC Topic 718 represents the value of stock options granted during 2021. The grant date fair value per option was $99.19, with the exception of the grant to Ms. Schulman on October 27, 2021, for which the grant date fair value per option was $110.20. There can be no assurance that the grant date fair value computed in accordance with FASB ASC Topic 718 will ever be realized. Whether, and to what extent, a non-employee director realizes value will depend on our actual operating performance, stock price fluctuations and the non-employee director’s continued service on our board. The exercise price for the July 15, 2021 and October 27, 2021 grants is $171.95 and $191.16, respectively. |
| (b) | The grant date fair value computed in accordance with FASB ASC Topic 718 represents the value of a stock award granted during 2021. The grant date fair value per RSU was $177.96. |
| (c) | Mr. Bonney received a grant of RSUs on August 2, 2021 in connection with his appointment to executive chair of the board. |
| (d) | In connection with Dr. SchimmelPaul’s resignation from our board, effective April 16, 2022, Mr. Paul’s stock award accelerated in accordance with its terms. As noted above, Dr. Paul has the lesser of five years and the remainder of the stock option term following the effective date of his resignation to exercise any vested stock options, after which time all such outstanding stock options will be cancelled. |
| | (b)(e) | Dr. SchimmelMs. Schulman received these stock options in December 2020 in connection with his service on our scientific advisory board, following his resignation from our board. Dr. Schimmel did not receive any compensation for his service on our scientific advisory board during the time that he served on our board. These stock options vest in full on the one-year anniversary of the grant date.
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(5) | The number of shares underlying stock options granted to our non-employee directors for their service on our board during 2020 and the grant date fair value of such stock options are as follows:
|
Director Grants
| | | | | | | | | | | | | | Name | | Date of
Grant | | | Number of Shares
Underlying Stock
Option Grants in
2020(#) | | | Grant Date Fair Value of Stock Option Grants in 2020 ($)(c) | | | | | | Dennis A. Ausiello, M.D. | | | 7/1/2020 | | | | 4,581 | | | | 400,286 | | | | | | Michael W. Bonney | | | 7/1/2020 | | | | 4,581 | | | | 400,286 | | | | | | Olivier Brandicourt, M.D.(a) | | | 3/2/2020 | | | | 8,612 | | | | 597,791 | | | | | | Marsha H. Fanucci | | | 7/1/2020 | | | | 4,581 | | | | 400,286 | | | | | | Margaret A. Hamburg, M.D. | | | 7/1/2020 | | | | 4,581 | | | | 400,286 | | | | | | Steven M. Paul, M.D. | | | 7/1/2020 | | | | 4,581 | | | | 400,286 | | | | | | David E.I. Pyott | | | 7/1/2020 | | | | 4,581 | | | | 400,286 | | | | | | Colleen F. Reitan | | | 7/1/2020 | | | | 4,581 | | | | 400,286 | | | | | | Paul R. Schimmel, Ph.D.(b) | | | 12/2/2020 | | | | 2,310 | | | | 200,066 | | | | | | Amy W. Schulman | | | 7/1/2020 | | | | 4,581 | | | | 400,286 | | | | | | Phillip A. Sharp, Ph.D. | | | 7/1/2020 | | | | 4,581 | | | | 400,286 | |
| (a) | Dr. Brandicourt was granted a stock option award upon the effective date of his election to our board.
|
| (b) | Dr. Schimmel resigned from our board, effective May 6, 2020, and accordingly, he did not receive a stock option award for his service as a director in 2020. Dr. Schimmel received a stock option grant in December 2020on October 27, 2021 in connection with his service on our scientific advisory board.
|
| (c) | The grant date fair value computed in accordance with FASB ASC Topic 718 represents the value of stock options granted during 2020. The grant date fair value per option was $87.38, with the exceptionher appointment to lead independent director of the initial board grant to Dr. Brandicourt, for which the grant date fair value per option was $69.41. There can be no assurance that the grant date fair value computed in accordance with FASB ASC Topic 718 will ever be realized. Whether, and to what extent, a non-employee director realizes value will depend on our actual operating performance, stock price fluctuations and the non-employee director’s continued service on our board. The exercise price for the March 2, 2020 grant and July 1, 2020 grants is $114.78 and $148.77, respectively.
|
| (6) | This amount reflects compensation paid to Dr. Sharp for service as the chair of our scientific advisory board during 2020.2021. |
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The following table summarizes the equity awards that were outstanding as of December 31, 2021 for each of our non-employee directors serving during 2021: Director Outstanding Equity Awards at Fiscal Year-End for 2021 | | | | | | | | | | | | | | | | Option Awards(a) | | | 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 | | | 60,363 | | | | — | | | | — | | | | | | Michael W. Bonney(b) | | | 90,363 | | | | — | | | | 22,477 | (b) | | | | | Olivier Brandicourt, M.D. | | | 12,644 | | | | — | | | | — | | | | | | Marsha H. Fanucci | | | 75,363 | | | | — | | | | — | | | | | | Margaret A Hamburg, M.D. | | | 35,613 | | | | — | | | | — | | | | | | Steven M. Paul, M.D.(c) | | | 108,751 | | | | — | | | | — | | | | | | David E.I. Pyott | | | 74,113 | | | | — | | | | — | | | | | | Colleen F. Reitan | | | 35,613 | | | | — | | | | — | | | | | | Amy W. Schulman | | | 92,177 | | | | — | | | | — | | | | | | Phillip A. Sharp, Ph.D. | | | 154,033 | | | | — | | | | — | |
| (a) | Unexercised option awards represent both exercisable and unexercisable awards. |
| (b) | Mr. Bonney was appointed executive chair of the board on August 2, 2021 and received a grant of RSUs in connection with his appointment. |
| (c) | Following Dr. Paul’s resignation from our board, effective April 16, 2022, Dr. Paul has the lesser of five years and the remainder of the stock option term following the effective date of his resignation to exercise any vested stock options, after which time all such outstanding stock options will be cancelled. |
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OWNERSHIP OF OUR COMMON STOCK The following table sets forth information regarding beneficial ownership of our common stock as of January 31, 2021,2022, except as otherwise set forth in the footnotes below, by: each person, or group of affiliated persons, known to us to be the beneficial owner of more than 5% of the outstanding shares of our common stock; each of our directors and director nominees; our principal executive officer as of December 31, 2021, our principal financial officer, our three other most highly compensated executive officers who were serving as executive officers on December 31, 2020, and our former president2021 whom, collectively, we refer to as our named executive officers, or NEOs; and all of our current directors and current executive officers as a group. The number of shares of common stock beneficially owned by each person or entity is determined in accordance with the applicable rules of the SEC and includes voting or investment power with respect to shares of our common stock. The information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated, to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares of common stock, except to the extent authority is shared by spouses under community property laws. The inclusion herein of any shares as beneficially owned does not constitute an admission of beneficial ownership of those shares by the person listed in the table. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Address of Beneficial Owner(1) | | Number of Shares Owned(#) | | | + | | | Number of
Shares Acquirable
Within 60 Days(#)(2) | | | = | | | Total Beneficial Ownership(#) | | | Percentage of Common
Stock Beneficially Owned(%)(3) | | | | | | | | | Holders of more than 5% of our common stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | FMR LLC(4) | | | 16,091,945 | | | | | | | | — | | | | | | | | 16,091,945 | | | | 13.8 | | | | | | | | | The Vanguard Group(5) | | | 10,526,424 | | | | | | | | — | | | | | | | | 10,526,424 | | | | 9.0 | | | | | | | | | Wellington Management Group LLP(6) | | | 10,056,940 | | | | | | | | — | | | | | | | | 10,056,940 | | | | 8.6 | | | | | | | | | Baillie Gifford & Co.(7) | | | 9,132,422 | | | | | | | | — | | | | | | | | 9,132,422 | | | | 7.8 | | | | | | | | | BlackRock, Inc.(8) | | | 8,723,720 | | | | | | | | — | | | | | | | | 8,723,720 | | | | 7.5 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Address of Beneficial Owner(1) | | Number of Shares Owned(#) | | | + | | | Number of Shares
Acquirable
Within
60 Days(#)(2) | | | = | | | Total Beneficial Ownership(#) | | | Percentage of Common Stock Beneficially Owned(%)(3) | | | | | | | | | Holders of more than 5% of our common stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | FMR LLC(4) | | | 17,940,020 | | | | | | | | — | | | | | | | | 17,940,020 | | | | 14.9 | | | | | | | | | The Vanguard Group (5) | | | 10,702,771 | | | | | | | | — | | | | | | | | 10,702,771 | | | | 8.9 | | | | | | | | | Baillie Gifford & Co.(6) | | | 10,616,751 | | | | | | | | — | | | | | | | | 10,616,751 | | | | 8.8 | | | | | | | | | BlackRock, Inc.(7) | | | 7,671,402 | | | | | | | | — | | | | | | | | 7,671,402 | | | | 6.4 | | | | | | | | | Wellington Management Group LLP(8) | | | 6,839,821 | | | | | | | | — | | | | | | | | 6,839,821 | | | | 5.7 | | | | | | | | | Directors and Named Executive Officers | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Dennis A. Ausiello, M.D. | | | 3,500 | (9) | | | | | | | 56,331 | | | | | | | | 59,831 | | | | * | | | | | | | | | Michael W. Bonney | | | 4,000 | (10) | | | | | | | 86,331 | | | | | | | | 90,331 | | | | * | | | | | | | | | Olivier Brandicourt, M.D. | | | — | | | | | | | | 5,742 | | | | | | | | 5,742 | | | | * | | | | | | | | | Marsha H. Fanucci | | | — | | | | | | | | 71,331 | | | | | | | | 71,331 | | | | * | | | | | | | | | Margaret A. Hamburg, M.D. | | | — | | | | | | | | 31,581 | | | | | | | | 31,581 | | | | * | | | | | | | | | Steven M. Paul, M.D.** | | | 1,000 | | | | | | | | 104,719 | | | | | | | | 105,719 | | | | * | | | | | | | | | David E.I. Pyott | | | 27,900 | (11) | | | | | | | 70,081 | | | | | | | | 97,981 | | | | * | | | | | | | | | Colleen F. Reitan | | | — | | | | | | | | 31,581 | | | | | | | | 31,581 | | | | * | |
| | | | | Page | 4440 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Address of Beneficial Owner(1) | | Number of Shares Owned(#) | | | + | | | Number of
Shares Acquirable
Within 60 Days(#)(2) | | | = | | | Total Beneficial Ownership(#) | | | Percentage of Common
Stock Beneficially Owned(%)(3) | | | | | | | | | Directors and Named Executive Officers | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Dennis A. Ausiello, M.D. | | | 3,500 | (9) | | | | | | | 51,750 | | | | | | | | 55,250 | | | | * | | | | | | | | | Michael W. Bonney | | | 4,000 | (10) | | | | | | | 81,750 | | | | | | | | 85,750 | | | | * | | | | | | | | | Olivier Brandicourt, M.D. | | | — | | | | | | | | 2,871 | | | | | | | | 2,871 | | | | * | | | | | | | | | Marsha H. Fanucci | | | — | | | | | | | | 66,750 | | | | | | | | 66,750 | | | | * | | | | | | | | | Margaret A. Hamburg, M.D. | | | — | | | | | | | | 21,000 | | | | | | | | 21,000 | | | | * | | | | | | | | | John M. Maraganore, Ph.D. | | | 200,722 | (11) | | | | | | | 985,286 | | | | | | | | 1,186,008 | | | | 1.0 | | | | | | | | | Steven M. Paul, M.D. | | | 1,000 | | | | | | | | 100,138 | | | | | | | | 101,138 | | | | * | | | | | | | | | David E.I. Pyott | | | 27,900 | (12) | | | | | | | 65,500 | | | | | | | | 93,400 | | | | * | | | | | | | | | Colleen F. Reitan | | | — | | | | | | | | 21,000 | | | | | | | | 21,000 | | | | * | | | | | | | | | Amy W. Schulman | | | — | | | | | | | | 81,750 | | | | | | | | 81,750 | | | | * | | | | | | | | | Phillip A. Sharp, Ph.D. | | | 266,899 | (13) | | | | | | | 145,420 | | | | | | | | 412,319 | | | | * | | | | | | | | | Yvonne L. Greenstreet, MBChB, MBA | | | 5,227 | (11) | | | | | | | 113,422 | | | | | | | | 118,649 | | | | * | | | | | | | | | Akshay K. Vaishnaw, M.D., Ph.D. | | | 14,634 | (11) | | | | | | | 268,296 | | | | | | | | 282,930 | | | | * | | | | | | | | | Jeffrey V. Poulton | | | 57 | (11) | | | | | | | 53,014 | | | | | | | | 53,071 | | | | * | | | | | | | | | Laurie B. Keating | | | 2,668 | (11) | | | | | | | 67,193 | | | | | | | | 69,861 | | | | * | | | | | | | | | Barry E. Greene*** | | | 74,327 | (11) | | | | | | | 612,284 | | | | | | | | 686,611 | | | | * | | | | | | | | | All current directors and current executive officers as a group (15 persons) | | | 526,607 | | | | | | | | 2,125,140 | | | | | | | | 2,651,747 | | | | 2.3 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Address of Beneficial Owner(1) | | Number of Shares Owned(#) | | | + | | | Number of Shares
Acquirable
Within
60 Days(#)(2) | | | = | | | Total Beneficial Ownership(#) | | | Percentage of Common Stock Beneficially Owned(%)(3) | | | | | | | | | Amy W. Schulman | | | — | | | | | | | | 86,331 | | | | | | | | 86,331 | | | | * | | | | | | | | | Phillip A. Sharp, Ph.D. | | | 266,899 | (12) | | | | | | | 150,001 | | | | | | | | 416,900 | | | | * | | | | | | | | | Yvonne L. Greenstreet, MBChB, MBA | | | 14,309 | (13) | | | | | | | 96,036 | | | | | | | | 110,345 | | | | * | | | | | | | | | Akshay K. Vaishnaw, M.D., Ph.D. | | | 11,730 | (13) | | | | | | | 281,336 | | | | | | | | 293,066 | | | | * | | | | | | | | | Jeffrey V. Poulton | | | 3,192 | (13) | | | | | | | 96,202 | | | | | | | | 99,394 | | | | * | | | | | | | | | Tolga Tanguler | | | — | | | | | | | | 14,116 | | | | | | | | 14,116 | | | | * | | | | | | | | | John M. Maraganore, Ph.D.*** | | | 230,796 | (13) | | | | | | | 935,557 | | | | | | | | 1,166,353 | | | | * | | | | | | | | | All current directors and current executive officers as a group (16 persons) | | | 344,403 | | | | | | | | 1,306,134 | | | | | | | | 1,650,537 | | | | 1.4 | |
| * | Less than 1% of our outstanding common stock. |
| ** | Joined as a director in March 2020.Dr. Paul has resigned from our board of directors effective April 16, 2022.
|
| *** | Served as our president for a portion of 2020,Chief Executive Officer throughout 2021, and resigned in September 2020.effective December 31, 2021. |
| (1) | Unless otherwise indicated, the address of each stockholder is c/o Alnylam Pharmaceuticals, Inc., 675 West Kendall Street, Henri A. Termeer Square, Cambridge, MA 02142. |
| (2) | Reflects shares issuable upon the exercise of stock options that are exercisable or will become exercisable within 60 days after January 31, 2021.2022. |
| (3) | Percentage of beneficial ownership is based on 116,991,634120,201,347 shares of our common stock outstanding as of January 31, 2021.2022. Shares of common stock subject to options currently exercisable, or exercisable within 60 days of January 31, 2021,2022, are deemed outstanding for computing the percentage of the common stock beneficially owned by the person holding such options but are not deemed outstanding for computing the percentage ownership of any other person. |
| (4) | According to Amendment No. 1617 to a Schedule 13G filed by FMR LLC (previously known as FMR Corp.) with the SEC on February 8, 2021,9, 2022, as of December 31, 2020,2021, Fidelity Management & Research Company, a wholly-owned subsidiary of FMR LLC and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 16,091,94517,940,020 shares of our common stock, as a result of acting as an investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. Abigail P. Johnson, Director, Chairman and Chief Executive Officer of FMR LLC and FMR LLC, through its control of Fidelity Management & Research Company and the funds, each has sole power to dispose of the 16,091,94517,940,020 shares of our common stock owned by such funds. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the funds’ Boards of Trustees. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of our common stock held by these funds. The address of FMR LLC is 245 Summer Street, Boston, MA 02210. |
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| (5) | According to Amendment No. 56 to a Schedule 13G filed by The Vanguard Group with the SEC on February 10, 2021,9, 2022, as of December 31, 2020,2021, The Vanguard Group has shared power to vote 120,785114,605 of the shares owned, sole dispositive power for 10,249,47110,441,860 of the shares owned and shared dispositive power for 276,953260,911 of the shares owned. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. |
| (6) | According to Amendment No. 92 to a Schedule 13G filed by Baillie Gifford & Co. with the SEC on January 18, 2022, as of December 31, 2021, Baillie Gifford & Co. and/or one or more of its investment adviser subsidiaries, which may include Baillie Gifford Overseas Limited, on behalf of investment advisory clients, which may include investment companies registered under the Investment Company Act, employee benefit plans, pension funds or other institutional clients has the sole power to vote 9,119,698 of the shares owned, and sole dispositive power for 10,616,751 of the shares owned. The address of Baillie Gifford & Co. is Calton Square, 1 Greenside Row, Edinburgh EH1 3AN, Scotland, UK. |
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| (7) | According to Amendment No. 5 to a Schedule 13G filed by BlackRock, Inc. with the SEC on February 3, 2022, as of December 31, 2021, BlackRock, Inc. has the sole power to vote or direct the voting of 6,925,905 of the shares owned and sole power to dispose or to direct the disposition of 7,671,402 shares of our common stock. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of our common stock held by BlackRock, Inc. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. |
| (8) | According to Amendment No. 10 to a Schedule 13G filed by Wellington Management Group LLP (formerly Wellington Management Company, LLP), or Wellington Management, with the SEC on February 3, 2021,4, 2022, as of December 31, 2020,2021, Wellington Management, in its capacity as an investment adviser, may be deemed to beneficially own 10,056,9406,839,821 shares of our common stock which are held of record by clients of Wellington Management. Those clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities. Wellington Management has shared power to vote or to direct the vote with respect to 9,748,9746,484,784 shares of our common stock and shared power to dispose or to direct the disposition of 10,056,0406,839,821 shares of our common stock. The address of Wellington Management is 280 Congress Street, Boston, MA 02210. |
(7)(9) | According to Amendment No. 1 to a Schedule 13G filed by Baillie Gifford & Co. with the SEC on February 1, 2021, as of December 31, 2020, Baillie Gifford & Co. and/or one or more of its investment adviser subsidiaries, which may include Baillie Gifford Overseas Limited, on behalf of investment advisory clients, which may include investment companies registered under the Investment Company Act, employee benefit plans, pension funds or other institutional clients has the sole power to vote 8,129,769 of the shares owned, and sole dispositive power for 9,132,422 of the shares owned. The address of Baillie Gifford & Co. is Calton Square, 1 Greenside Row, Edinburgh EH1 3AN, Scotland, UK.
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(8) | According to Amendment No. 4 to a Schedule 13G filed by BlackRock, Inc. with the SEC on January 29, 2021, as of December 31, 2020, BlackRock, Inc. has the sole power to vote or direct the voting of 8,723,720 of the shares owned. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, theRepresents shares of our common stock held by BlackRock, Inc. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
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(9) | Represents sharesour common stock held in a trust, of which Dr. Ausiello’s spouse is the trustee.
|
| (10) | Represents shares of our common stock of our common stock held in a trust, of which Mr. Bonney is the trustee and over which he has sole voting and investment power. |
| (11) | IncludesRepresents shares of our common stock contributed by Alnylam to our 401(k) plan for the benefit of our NEOs through December 31, 2019: Dr. Maraganore, 3,133 shares; Dr. Greenstreet, 406 shares; Dr. Vaishnaw, 514 shares; Mr. Poulton, 57 shares; Ms. Keating, 434; and Mr. Greene, 3,002.
|
(12) | Represents sharescommon stock held in a trust, of which Mr. Pyott is the trustee and over which he has sole voting and investment power.
|
(13)(12) | Includes shares of our common stock held by the Phillip A. Sharp Revocable Trust, of which Dr. Sharp and his spouse are co-trustees. Also includes shares held in trusts for the benefit of Dr. Sharp’s children, of which Dr. Sharp’s spouse and children are the trustees. |
| | | | (13) | Page | 46Includes shares of our common stock contributed by Alnylam to our 401(k) plan for the benefit of our NEOs through January 31, 2022: Dr. Greenstreet, 406 shares; Dr. Vaishnaw, 514 shares; Mr. Poulton, 57 shares; and Dr. Maraganore, 3,133 shares.
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Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our directors, executive officers and the holders of more than 10% of our common stock to file with the SEC initial reports of ownership of our common stock and other equity securities on a Form 3 and reports of changes in such ownership on a Form 4 or Form 5. Officers, directors and 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of our records and written representations by the persons required to file these reports, we believe that all such persons complied on a timely basis with the filing requirements of Section 16(a) during the fiscal year ended December 31, 2020, other than one transaction for Ms. Keating. On January 27, 2020, Ms. Keating acquired shares of common stock upon the exercise of a stock option pursuant to a Rule 10b5-1 trading plan. This acquisition was inadvertently omitted from the Form 4 filed on January 29, 2020, which reported both the exercise of the stock option and the subsequent sale of such acquired shares. The acquisition of the shares was subsequently properly reported on a Form 4 filed with the SEC on February 12, 2020.2021. | | | | | Page | 4742 |
All executive officers of the company are appointed annually and serve at the pleasure of our board of directors. Set forth below with respect to each executive officer is information as of March 1, 20212022 with respect to his or her (a) name and age, (b) positions and offices at Alnylam, (c) principal occupation and business experience during at least the past five years, and (d) directorships, if any, of other publicly-held companies, held currently or during the past five years. There are no family relationships between any of our directors and executive officers. None of the corporations or other organizations referred to below with which an executive officer has previously been employed or otherwise associated is a parent, subsidiary or affiliate of Alnylam. John M. Maraganore, Ph.D.Michael W. Bonney, 58,63, has served as Executive Chair of our Chief Executive OfficerBoard since August 2021, and as a member of our board of directors since December 2002. Dr. Maraganore also2014. Prior to his appointment as Executive Chair, Mr. Bonney served as Chair of our President fromBoard since December 2002 to December 2007. From April 2000 to December 2002, Dr. Maraganore2015. Mr. Bonney previously served as Senior Vice President, Strategic Product Developmentthe Chair of the board of directors of Kaleido Biosciences, Inc., a biotechnology company, from June 2017 until August 2021. Between August 2018 and October 2020, he served as Kaleido’s Executive Chair, and served as Kaleido’s Chief Executive Officer from June 2017 until August 2018. Mr. Bonney was a Partner at MillenniumThird Rock Ventures, a healthcare venture firm, from January to July 2016. Mr. Bonney previously served as the Chief Executive Officer and a member of the board of directors of Cubist Pharmaceuticals, Inc., a biopharmaceutical company (now Millennium: The Takeda Oncology Company). Dr. Maraganore servesa wholly-owned subsidiary of Merck & Co., Inc.), from June 2003 until his retirement in December 2014. From January 2002 to June 2003, he served as Cubist’s President and Chief Operating Officer. Mr. Bonney previously served as the Chair of the board of directors of Magenta Therapeutics, Inc. and as a director of AgiosBristol-Myers Squibb Company, Celgene Corporation (which was acquired by Bristol-Myers Squibb), Syros Pharmaceuticals, Inc., as a member of the Board of the Biotechnology Innovation Organization (BIO), a non-profit biotechnology trade organization, of which he was previously Chair,Sarepta Therapeutics, Inc. and as a member of the BIO Executive Committee. Dr. Maraganore formerly served as a director of bluebird bio,Global Blood Therapeutics, Inc.
Yvonne L. Greenstreet, MBChB, MBA, 58,59, 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 President and Chief Operating Officer since October 2020 and aswas our Chief Operating Officer sincefrom September 2016.2016 to October 2020. Prior to joining Alnylam, Dr. Greenstreet most recently 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 multinational pharmaceutical company, from December 2010 to November 2013. Prior to joining Pfizer, Dr. Greenstreet worked for 18 years at GlaxoSmithKline plc, or GSK, a multinational pharmaceutical, biologics, vaccines and consumer healthcare company, where she served in various positions, most recently as Senior Vice President and Chief of Strategy for Research and Development and as a member of GSK’s Product Management Board. Dr. Greenstreet currently serves on the Scientific Advisory Committee of the Bill and Melinda Gates Foundation and serves as a director of Pacira BioSciences, Inc. and The American Funds. Dr. Greenstreet formerlypreviously served as a directoron the board of directors of argenx SE, Indivior PLC and Moelis & Company. Akshay K. Vaishnaw, M.D., Ph.D., 58,59, has served as our President since January 2022. Dr. Vaishnaw previously served as President, Research and Development since March 2018 and was our Executive Vice President of Research and Development from December 2014 to March 2018 and our Chief Medical Officer from June 2011 to December 2016. He served as our Executive Vice | | | | | Page | 43 |
President from June 2012 to December 2014 and prior to that as our Senior Vice President from June 2011 to June 2012. HeFrom December 2008 to June 2011, Dr. Vaishnaw served as our Senior Vice President, Clinical Research, from December 2008 to June 2011, and prior to that served as our Vice President, Clinical Research from the time he joined us in January 2006. From December 1998 through December 2005, Dr. Vaishnaw held various positions at Biogen Inc., a biopharmaceutical company.company, including Senior Director, Translational Medicine. Dr. Vaishnaw serves as a director of Editas Medicine, Inc. and Scholar Rock Holding Corporation. | | | | | Page | 48
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Laurie B. Keating, J.D., 67, has served as our Executive Vice President, Chief Legal Officer and Secretary since March 2019 and was our Senior Vice President, General Counsel and Secretary from September 2014 to March 2019. Prior to joining Alnylam, Ms. Keating served as Senior Vice President, General Counsel and Secretary of Millennium: The Takeda Oncology Company, a biopharmaceutical company, from September 2004 to January 2014. Prior to Millennium, Ms. Keating was the founding Chief Executive Officer and a director of venture-backed Hydra Biosciences, Inc. Before co-founding Hydra, she served as an executive at several high growth technology companies. Upon graduating from law school, Ms. Keating practiced law at McCutchen, Doyle, Brown and Enersen (which is now a part of Morgan, Lewis & Bockius).
Jeffrey V. Poulton, 53,54, 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 Homology Medicines, Inc., and served in the United States Navy as a Commissioned Officer. Tolga Tanguler, 49, has served as our Chief Commercial Officer since January 2021. Prior to joining Alnylam, Mr. Tanguler served as Senior Vice President and Head of Alexion U.S. from November 2018 to December 2020, where he led an organization of 700 colleagues across sales, market access, marketing, operations, and patient services. Before Alexion, Mr. Tanguler spent the majority of his career at Pfizer serving in roles of increasing responsibility, most recently as Regional President, North America for Rare Diseases and prior to that as Global Vice President and Alliance Co-Head, Eliquis, as well as serving as a country manager of Denmark and Iceland during his tenure. Pushkal P. Garg, M.D.,54, has served as our Chief Medical Officer, Executive Vice President, Development and Medical Affairs since January 2022. 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 Bristol-Myers Squibb 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, 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 also serves as a director of SQZ Biotechnologies. Indrani L. Franchini, J.D., 50, has served as our Executive Vice President, Chief Legal Officer and Secretary since January 2022. Prior to joining Alnylam, Ms. Franchini served as Executive Vice President, Chief Compliance Officer at Alexion from June 2017 to July 2021. Between July 2012 to June 2017, Ms. Franchini held various roles in legal and compliance at Hess Corporation, a Fortune | | | | | Page | 4944 |
Global 500 leader in oil and gas exploration and production, most recently as Chief Compliance Officer and Assistant Corporate Secretary. Before Hess, Ms. Franchini spent almost ten years at Pfizer in various positions, including supporting the Global Pharmaceutical business. Upon graduating from law school, Ms. Franchini practiced law at Milbank LLP, where she spent six years working in their New York and Tokyo offices. | | | | | Page | 45 |
COMPENSATION DISCUSSION AND ANALYSIS Executive Summary
Our PC&C committee is responsible for overseeing the total compensation of our senior management team, which is comprised ofincludes our named executive officers, or NEOs, our executive vice presidents and our other senior vice presidents. Our PC&C committee formally approves the compensation of our NEOs (with the exception of our chief executive officer, or CEO), executive vice presidents and senior vice presidents. Ourleaders. The PC&C committee reviews the compensation of our CEO and recommends any changes to our board for approval. For the rest of the NEOs, executive vice presidents and senior vice presidents, the PC&C committee directly approves the compensation. This Compensation Discussion and Analysis (“CD&A”) describes the pay philosophy established for Alnylam’s NEOs, the design of our compensation programs, the process used to examine performance in the context of executive pay decisions, and the results for each NEO. Our NEOs for 20202021 are named below. | | | Name | | Title | John M. Maraganore, Ph.D.(1) | | Chief Executive Officer | Yvonne L. Greenstreet, MBChB, MBA(1)MBA(2) | | President, Chief Operating Officer | Akshay K. Vaishnaw, M.D., Ph.D.(3) | | President, Research and Development | Jeffrey V. Poulton | | Executive Vice President, Chief Financial Officer | Laurie B. KeatingTolga Tanguler
| | Executive Vice President, Chief LegalCommercial Officer and Secretary | Barry E. Greene(2)
| | Former President
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| (1) | Dr. Maraganore resigned as our Chief Executive Officer, effective December 31, 2021. |
| (2) | Dr. Greenstreet was appointed as our Chief Executive Officer effective January 1, 2022. |
| (3) | Dr. Vaishnaw was appointed as our President effective OctoberJanuary 1, 2020. |
(2) | Mr. Greene served as our President through September 30, 2020, the effective date of his resignation from Alnylam.2022.
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Although we describe our programs
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| Executive Summary – Why You Should Vote FOR The 2022 Say On Pay Proposal | Our Executive Compensation Philosophy Drives Compensation Structure Design | The key principles of our Executive Compensation Philosophy are: • Align executive interests with the drivers of growth and stockholder returns • Incentivize the execution of company strategy and primary business goals • Attract and retain talented executives with diverse expertise, skills, and background with market competitive pay • Drive growth of sustainable long-term stockholder value Consequently, our program is designed to ensure that the substantial majority of NEO compensation is performance-based and at-risk. | Our CEO Compensation Structure Reflects Our Pay-for-Performance Culture | The compensation structure for Dr. Maraganore, who was our CEO throughout 2021, reinforces our commitment to performance-based incentives: • 94% of Total Direct Compensation was variable and at-risk • 43% of equity awards were performance-based and tied to the achievement of specific long-term goals and the creation of stockholder value • 100% of annual incentives were performance-based and contingent on corporate performance against preset goals • 43% of at-risk pay elements included equity-based vesting no earlier than 3 years This structure is aligned with stockholder feedback received as we implemented our executive succession plan. Accordingly, Dr. Greenstreet’s employment agreement in connection with her promotion to CEO further reinforces our commitment to performance-based incentives. | Our Compensation Structure Continues to Evolve In Line with Stockholder Feedback | Our PC&C committee values input from stockholders, and feedback received is an integral part of Committee and Board discussions and decisions. • In 2021, we engaged with stockholders who collectively own a meaningful percentage of outstanding shares • Stockholders we spoke with affirmed strong support for our executive compensation structure and appreciated the strong emphasis on performance-based equity |
For actions taken in the context of the NEOs, it is importantresponse to note that our programs generally have broad eligibility and therefore in most cases applystockholder feedback, please see “Board Response to employee populations outside the NEO group as well.Stockholder Feedback”sectionbelow. | | | | | Page | 47 |
| Our Compensation Aligns With Long-Term Stockholder Interests | Our PC&C committee has adopted incentive structures and governance policies that ensure the alignment of the interests of employees with those of long-term stockholders. These include: • Strong emphasis on performance-based equity for every employee using the same metrics applicable to NEOs • NEO annual incentive payout 100% based on Company performance against preset goals, and 42% of total direct compensation was in the form of equity that vests over at least 3 years • No guaranteed annual bonuses or salary increases for executive officers • Robust compensation risk-mitigation policies including clawback, prohibition on margin accounts and pledging and hedging of Company stock, stock ownership guidelines Our broad-based compensation structure ensures all employees are rewarded for actions that create sustainable stockholder value. |
Board Response to Stockholder Engagement and Feedback 2020 Say-on-Pay Results
We pay careful attention to anyvalue feedback we receivereceived from our stockholders aboutconcerning our executive compensation program.program, and have routinely enjoyed stockholder support in the high-90% range for our say-on-pay proposal. At our 20202021 annual meeting, our say-on-pay proposal received support from 96%80% of the votes cast by our stockholders on the matter. OurIn response, we reached out to stockholders collectively owning a meaningful percentage of outstanding common stock. Based on the feedback received, our PC&C committee believes that the stockholders through this advisory vote, generally endorsed our compensation philosophy and principles, thus, our PC&C committee maintained the basic structure and design of our executive compensation program for fiscal year 2022, except as described below. | | | | | Page | 5048 |
compensation program for fiscal year 2020, except as described below. As shown below, overThe following table outlines the past five years,feedback themes received during our annual say-on-pay proposal has received consistent, overwhelming support from our stockholders, receiving at least 90% of2021 outreach and the votes cast by our stockholders on the matter each year.actions taken:
| | | | Board Response to Stockholder Feedback | | | What We Heard • Stockholders expressed concern regarding potentially overlapping performance stock unit, or PSU, performance event triggers which could result in the vesting of more than one year’s annual grant, and requested clarity on certain performance triggering events to avoid ambiguity | | What We Did • The PC&C Committee addressed this concern by designing 2022 PSUs to incorporate performance event triggers that are mutually exclusive with prior year performance equity; the PC&C committee is committed to ensuring this design feature is incorporated into future performance equity grants | | | • Stockholders questioned whether CEO stock ownership guidelines should include unvested and unearned options/performance shares for purposes of fulfilling ownership limits | | • The PC&C committee is actively discussing the design of our stock ownership guidelines with the Nominating and Corporate Governance committee and expects to update guidelines before the 2023 annual meeting | | | • Stockholders requested disclosure of rationale for separation agreements with executives | | • We committed to provide detailed disclosures, and have provided stockholders with rationale and consideration for the agreements through enhanced disclosure provided in the “Employment Arrangements” section | | | • Strong Support for Overall Compensation Practices: stockholders, even those who voted against the 2021 Say-on-Pay proposal, reiterated their support for key elements of our program including the emphasis on performance-based equity | | • The PC&C committee designed Dr. Greenstreet’s employment agreement ensuring a strong emphasis on incentives that align with the creation of sustainable stockholder value and continued the compensation practices valued by our stockholders | | The Board and PC&C Committee remain committed to stockholder engagement. Feedback received
during the engagement serves as a key input to Board and PC&C Committee discussions and decisions. |
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Our board of directors and our PC&C committee are encouraged by the sustained level of stockholder support for our executive compensation program. Nevertheless, the company is committed to engagement with stockholders to ensure that we continue to understand stockholder feedback about our compensation programs and other key matters of interest to them, and to enable us to take that feedback into consideration for our compensation decisions.
Alnylam maintains an ongoing commitment to corporate governance principles and strong performance orientation in our compensation program by proactively reviewing our policies and program design. We describe the key decisions implemented by our PC&C committee below under the heading “Significant Compensation Decisions in 2020.”
Best Practices inExecutive Compensation Governance Practices
In addition to our performance-sensitive direct compensation structure, Alnylam has strong compensation governance practices. Our compensation governance practices are rooted in our Compensation Philosophy, which is described below. Compensation Governance | | | Alnylam’s Policies and Practices | | | • Pay-for-performancePay Outcomes Contingent on Performance Alnylam’s executive compensation program reinforces our performance driven culture. A significant percentage of our executive officer compensation is at-risk and may not be realized only if corporate goals are not achieved. met. | | • No default single-trigger equity accelerationAutomatic Single-Trigger Equity Acceleration Our All of our change-in-control, or CIC, agreements, for executives, adopted in 2017provisions and amended for our CEO in 2020, and both our 2018 Plan and our Amended and Restated 2009 Stock Incentive Planequity plans do not allow for thepermit any automatic accelerated vesting of outstanding equity awards upon a CIC event.
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| | | Alnylam’s Policiesevent only, but require both a CIC event and Practicestermination of employment.
| • Emphasis on long-term performanceLong-Term Alignment with Stockholders Executive compensation should reflect alignment with the interests of stockholders. For 2020,2021, and in each of the prior five years,year since 2013, 50% of our executive officers’ annual equity awards were delivered in the form of performance-based equity awardsincentives that vest in three or four equal installments basedcontingent upon the achievement of pre-specified clinical development, regulatory and/or commercial events. The grant of annual performance-based equity awards emphasizes the importance of long-term performance for value creation.
| | • Cash and Equity Incentive Clawback policy We have aOur clawback policy that covers our chief executive officer and our principal financial officer, as well as all of our officers at the level of vice president and above. The policy provides that covered executives who engage in misconduct, including embezzlement, fraud, willful misconduct or breach of fiduciary duty, which misconduct results in a financial restatement, shall be required, upon the determination of our board of directors,applies to repay the company any excess proceeds fromboth cash and equity incentive compensation earned during the covered period prior to such financial restatement.
incentives and covers all officers (vice president and above). | • No guaranteed annual bonusGuaranteed Annual Bonus or guaranteed salary increaseSalary Increases We do not provide ourAs a matter of principle, no executive officers are provided with guaranteed annual salary increases or annual or multi-year guaranteed bonuses.
| | • No hedgingHedging and Pledging Permitted Alnylam’s Insider Trading Policy expressly prohibits hedging ortransactions and margin accounts, short sales, and the pledge of company securities. Further, it does not permit waivers allowing for pre-clearance/pre-approval under certain situations.securities, with no exceptions or waivers. | • Good standing requirementStanding Requirement We require our executive officers and all other employees to be in good standing in order to be eligible for awards under our short-term cash incentive programs. | | • No pledgingStock Ownership Guidelines Enhance Alignment of Interests Alnylam’s Insider Trading Policy expressly prohibits pledgingOur executive and director stock ownership guidelines strengthen the alignment of company securities. Further, it does not permit waivers allowing for pre-clearance/pre-approval under certain situations.their interests with those of our long-term stockholders.
| • Limited perquisitesPerquisites Align with Pay-for-Performance Focus Consistent with our pay-for-performance philosophy, we provide very limited perquisites to our executives.perquisites. We do not provide personal perquisites such as automobile leases, driver services or personal use of aircraft. | | • Stock ownership guidelines We maintain stock ownership guidelines for our CEO and, beginning in 2020, all of our executive officers.
| • Independent compensation consultant
Our PC&C committee engages an independent consultant to advise it on topics related to board and executive compensation.
| | • No excise tax and generally no other tax gross-ups
We do not provide our executives with excise tax gross-ups and we generally do not provide other recurring tax gross-ups. |
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Select Business Highlights For 20202021 We are a global commercial-stage biopharmaceutical company developing novel therapeutics based on RNAi. RNAi is a naturally occurring biological pathway within cells for sequence-specific silencing and regulation of gene expression. By harnessing the RNAi pathway, we have developed a new class of innovative medicines, known as RNAi therapeutics. RNAi therapeutics are comprised of small interfering RNA and function upstream of today’s medicines by silencing messenger RNA that encode for proteins implicated in causing disease, thus preventing them from being made. We believe this is a revolutionary approach with the potential to transform the care of patients with genetic and other diseases. Despite headwinds from the COVID-19 pandemic, weWe believe 20202021 was a year of remarkableimpressive performance for Alnylam, as we continued to make significant progress on our commercial, clinical development and other corporate goals, enabling executiongoals. Based on our track record of setting and exceeding five-year goals, in 2021, we launched our Alnylam 2020P5x25 strategy which focuses on our planned transition to a top five biotech company by the end of building a multi-product global commercial company with a deep clinical pipeline2025. With Alnylam P5x25, we aim to fuel future growthdeliver transformative rare and a robust product engineprevalent disease medicines for patients around the world through sustainable innovation, while delivering exceptional financial performance and organic innovation.driving profitability. We ended 2020 exceeding2021 making meaningful progress towards theseAlnylam 2020 goals, with four marketed products and 1213 clinical programs, including sixfive in late-stage development. Most importantly, in 2020 we saw continued and steady growth of patients on our commercially approved products, driven by new patient finding, geographic expansion and evidence-generating activities. In addition to our commercial achievements, in November 2020, we received regulatory approval for our third RNAi therapeutic, OXLUMO (lumasiran) in the U.S. and European Union, or EU, for the treatment of primary hyperoxaluria type 1, or PH1, in all age groups. In December 2020, our fourth product, Leqvio (inclisiran), which is being developed and commercialized by our partner Novartis AG, or Novartis, received marketing authorization from the European Commission, or EC, for the treatment of adults with hypercholesterolemia or mixed dyslipidemia. We also recently reported positive topline results in a Phase 3 study completed in 2020 for vutrisiran, and plan to file a new drug application, or NDA, with the U.S. Food and Drug Administration, or FDA, in early 2021. In addition, we, together with our partners, advanced six other late-stage clinical development, programs, and we continued to advance earlier stage candidates and optimize our product platform. We also continued to execute on our business objectives, including by entering into a broad strategic financing collaboration with certain affiliates of The Blackstone Group Inc., or Blackstone, to accelerate our advancement of RNAi therapeutics, and believe the funding provided by financing collaboration with Blackstone will enable us to achieve a self-sustainable financial profile without the need for future equity financing. Based on our performance in 2020,2021, our board determined that we achieved 120%115% of our corporate goals for fiscal year 2020,2021, including all of our commercial execution and early- and mid-stage pipeline goals, along with all of our late-stage pipeline goals, strategic infrastructure,all of our growth and growth management goals, and all of our research platform goals, and the majority of our early- and mid-stage pipeline and strategic infrastructure goals, as well as certain of our “stretch” goals.
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| SELECT BUSINESS HIGHLIGHTS FOR 20202021 | COMMERCIAL ACHIEVEMENTS | • Recognized global net revenue of $306.1$474.7 million for the year ended December 31, 20202021 for ONPATTRO (patisiran), our marketed product approved in the U.S. for the treatment of the polyneuropathy of hereditary transthyretin-mediated amyloidosis, or hATTR amyloidosis, in adults, and in the European Union, or EU, for the treatment of hATTR amyloidosis in adult patients with stage 1 or stage 2 polyneuropathy, as well as in other countries • Attained approximately 1,3502,050 patients worldwide on commercial ONPATTRO treatment as of December 31, 20202021 • Recognized global net revenue of $55.1$127.8 million for the year ended December 31, 20202021 for GIVLAARI (givosiran), our marketed product approved in the U.S. for the treatment of adults with acute hepatic porphyria, or AHP, and in the EU for the treatment of AHP in adults and adolescents aged 12 years and older, as well as in other countries • Attained approximately 200350 patients worldwide on commercial GIVLAARI treatment as of December 31, 20202021 • For the period following EMA and FDA approval of OXLUMO in late November 2020, achievedRecognized global net product revenuesrevenue of $59.6 million for the fourth quarteryear ended December 31, 2021 for OXLUMO (lumasiran), our marketed product approved in the U.S. and the EU for the treatment of approximately $0.3 million representing initial patient demandprimary hyperoxaluria type 1, or PH1, in Europeall age groups, as well as in other countries • Attained approximately 140 patients worldwide on commercial OXLUMO treatment as of December 31, 2021 |
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| CLINICAL & REGULATORY ACHIEVEMENTS | • Advanced robust pipeline ending 20202021 with 12 commercial and13 active clinical-stage programs • Received regulatory approvalsReported positive results for ONPATTRO18-month endpoints and safety from the HELIOS-A Phase 3 study of vutrisiran in Brazil, Israel and Taiwan, and achieved market access in over 20 countries • Received regulatory approvals for GIVLAARI in the EU, Brazil and Canada
• Received regulatory approval for OXLUMO in the U.S. and EU in the fourth quarter of 2020hATTR amyloidosis patients with polyneuropathy
• Our partner, Novartis AG, received marketing authorizationU.S. Food and Drug Administration approval for Leqvio fromas an adjunct to diet and maximally tolerated statin therapy for the EC in December 2020treatment of adults with heterozygous familial hypercholesterolemia or clinical atherosclerotic cardiovascular disease who require additional lowering of LDL-C • Reported positive topline results from the HELIOS-A Phase 3 study of vutrisiran in hATTR amyloidosis with polyneuropathy, with plans to file an NDA with the FDA in early 2021 • Reported positive topline results and six-month primary analysis results for the ILLUMINATE-B Phase 3 pivotal study of lumasiran in patients younger than six years of age with preserved renal function
• Completed enrollment in the ILLUMINATE-C Phase 3 study of lumasiran in patients of all ages with advanced PH1
• Our partner, Sanofi, reported positive results from the Phase 3 ATLAS-A/B and ATLAS-INH studies, demonstrating fitusiran significantly reduced bleeds in people with plans to report topline results in mid-2021hemophilia A or B, with or without inhibitors • Advanced early-stage pipeline, including cemdisiran for the treatment of complement-mediated diseases; ALN-AGTdiseases and zilebesiran (ALN-AGT) for the treatment of hypertension; ALN-HBV02 (VIR-2218) for the treatment of chronic hepatitis B virus infection in collaboration with our partner, Vir Biotechnology, Inc.; and ALN-HSD for the treatment of nonalcoholic steatohepatitis in collaboration with our partner, Regeneronhypertension |
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| BUSINESS AND STRATEGIC INITIATIVES | • Entered into a strategic financing collaboration with certain affiliatesAnnounced the planned transition of Blackstone under which we will receive upfounding CEO John Maraganore, Ph.D., to $2 billion in financing; closed $150 million R&D funding componentYvonne Greenstreet, MBChB, MBA effective January 1, 2022 • Expanded exclusive licensing agreementEntered into a collaboration with Vir Biotechnology, Inc.Novartis to explore a targeted therapy designed to promote the regrowth of functional liver cells and to provide an alternative to transplantation for the development and commercialization of RNAi therapeutics for infectious diseases to include the development and commercialization of RNAi therapeutics targeting SARS-CoV-2 and up to three additional targets focused on human host factors for SARS-CoV-2patients with liver failure • As part of our broader human capital management strategy, achieved hiring and growth management goalsLaunched a partnership with Our Future Health, the UK’s largest ever health research program that aims to genotype samples from up to 5 million participants • Named toRanked #1 in Boston Globe’s list of2021 Top Places to Work for 2020 marking sixth year in a row on the list“Largest Employer” category • Received recognition as world’s No. 3 biopharma employer from Science magazine based on more than 7,5007,000 responses to its annual survey of the biotech and pharmaceutical industry | FINANCIAL RESULTS | • Ended 20202021 with $1.87$2.44 billion in cash, cash equivalents and marketable securities • Lowered non-GAAP operating loss for 20202021 compared with the prior year, and grew top lineglobal net product revenues by over 100%80% | DISAPPOINTMENTS | • Our partner, Novartis, didDid not achieve approvalmeet all commercial objectives for Leqvio (inclisiran) in the U.S., receiving a complete response letter from the FDA in December 2020, due to unresolved facility inspection-related conditions at a third-party manufacturing facility in EuropeGIVLAARI commercialization activities • Did not meet all strategic infrastructure objectives | STOCKHOLDER RETURN | • Our three-year total stockholder return (TSR) for fiscal years 2018-20202019-2021 was 0.76%32.49% and our five-year TSR for fiscal years 2016-20202017-2021 was 6.66%35.27%. Our one-year TSR for 20202021 was 12.85%30.48% |
Compensation Philosophy
At Alnylam, our board believes a well-designed compensation program should align executive interests with the drivers of growth and stockholder returns, support achievement of the company’s strategy and primary business goals, and attract and retain executives whose talents, expertise, leadership and contributions are expected to create sustained growth in long-term stockholder value. Consequently, our board believes the substantial majority of NEO compensation should be performance-based and variable pay.
Significant Compensation Decisions in 2020
As noted above, our PC&C committee regularly reviews Alnylam’s policies and program design for both our NEOs and all employees. With respect to our long-term equity incentive program, we continued to manage award amounts with a goal of maintaining broad-based equity participation, delivering value that is aligned with our compensation philosophy and proactively managing our share usage and dilution during a period of rapid growth, which included headcount growth of 42% from January 2018 to the end of 2020. In further support of these goals, beginning with annual
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awards for 2019 (that were madeSignificant Compensation Decisions in February 2020) and new hire awards in 2020, we transitioned from a unit-based to a value-based approach for determining equity awards for all employees, including our NEOs. 2021
Our PC&C committee with input from Radford, the independent compensation consultant retained byregularly reviews our PC&C committee, reviewed the value-based guidelinespolicies and program design for equity incentive compensation awards for 2020 (including the annual equity awards that were made in February 2021) forboth our NEOs and for all of our employees, and retained the guidelines established in 2019, subject to adjustment of annual awards based upon individual performance. In addition to the annual equity awards described above, in October 2020, the PC&C committee approved a one-time strategic performance-based stock unit, or PSU, award for all members of our management board, including the NEOs (but excluding the CEO). The purpose of this one-time strategic performance award was to align senior management and establish commitment around the achievement of a key development milestone supporting Alnylam’s path to self-sustainability and to reward senior leaders who are critical to Alnylam achieving its long-term goals and vision. Our PC&C committee also evaluated the existing CIC benefits for our CEO and our other NEOs, originally put in place in November 2017, relative to our peer group and determined that the CEO’s CIC agreement should be amended to align with prevailing market practices, increasing the benefit in the event of termination following a CIC from 18 to 24 months base salary and from 1.5 to 2 times target bonus. Finally, the PC&C committee evaluated, with assistance from Radford, our peer group and determined that certain changes were appropriate given our commercial transition, market capitalization and revenues. Our Human Capital Response to the Covid-19 Pandemic
In addition to the standard matters reviewed and considered by the PC&C committee during 2020 and the key actions of the committee described above,employees. Additionally, as part of its broad oversight of our human capital initiatives, the people, culture and compensationPC&C committee also considered the potential continuing impact of the ongoing Covid-19 pandemic on Alnylam’sour compensation practices and policies, including on executive compensation.
No Covid-19 Changes to Executive Compensation: Following a review by Radfordthe independent compensation consultant to the PC&C committee, Aon’s Human Capital Solutions practice (formerly Radford), a division of Aon plc, or Aon, of Covid-19-related compensation adjustments implemented by companies in our peer group and the broader industry, it was determined that no adjustments to executive compensation were warranted.warranted in 2020 or 2021. However,Continuation of Enhanced Workplace Benefits for All Employees: We understand that our >1,600 employees are our greatest asset and believe we have provided a comprehensive employee assistance program that is designed to support our employees’ health and well-being during this time. In 2020, our PC&C committee did endorse a number ofendorsed the following changes to our broad employee benefit offerings, as well as certain additional benefit offerings, proposed and implemented by our management to support the health and well-being of our people. These changes and additional offerings included:people, which were continued in 2021:
certain workplace safety and benefits for our non-work-from-home staff, including temperature screening, a weekly voluntary testing program, personal protective equipment and free parking; various work/life flexibility initiatives, including flexible working arrangements, paid time off for Covid-19-related health and child/family care needs, and a company-wide initiative to reduce weekly meetings by 20%; additional paid time off, including increased vacation carry over into 2021, and paid caregiver leave; and various additional benefit offerings, including a technology stipend for work-from-home staff, enhanced child and elderly back-up care, enhanced health and wellness offerings, including a $1,000 lifestyle benefit, virtual programming, reimbursement for the cost of Covid-19 testing for employees and their family members, and enhanced offerings for mental health support. Proactive Management of Dilution: Given our broad-based equity participation and recognizing our headcount growth of 42% from January 2018 to the end of 2020, beginning with annual awards for 2020 (that were made in February 2021) and new hire awards in 2021, we transitioned from a unit-based to a value-based approach for determining equity awards for all employees, including our NEOs. Continuing this careful proactive management approach, we transitioned new hire awards from 100% stock options to 50% stock options/50% restricted stock units, or RSUs, effective January 1, 2022. The committee’s commitment to reduce burn rate through these measures has resulted in a burn rate during 2021 of 2.29%. | | | | | Page | 53 |
Review of Pay Strategies: Given our transition to a fully integrated commercial stage biopharmaceutical company, Aon reviewed the pay strategies of life science and pharmaceuticals companies with our PC&C committee and the committee endorsed management conducting an analysis of pay practices in 2022. One-Time Strategic PSUs: In February 2021, the PC&C committee approved a one-time strategic PSU award for our Chief Commercial Officer to align with the one-time strategic PSU award made to all 8 members of our management board, including the NEOs (but excluding the CEO) then employed in October 2020. In October 2021, the PC&C committee approved a one-time strategic PSU award for all vice president level and above employees (excluding all members of our management board), in connection with the planned CEO transition. These one-time strategic performance awards were intended to, as part of the implementation of an executive succession plan, align senior management and establish commitment around the achievement of a key development milestone supporting Alnylam’s path to self-sustainability and to reward senior leaders who are critical to Alnylam achieving its long-term goals and vision. Peer Group Evaluation: Our PC&C committee evaluated our peer group, with assistance from Aon, and determined that certain changes were appropriate given our commercial transition, market capitalization and revenues. Components of our Compensation Program As discussed above, the guiding principle of our compensation program is to provide a compensation structure that allows Alnylam to attract and retain highly qualified executive talent and to motivate such executives to achieve clinical, business and financial goals that create value for stockholders in a manner consistent with our core business and leadership values. Three primary components make up Alnylam’s executive pay program: base salary, short-term cash incentives and long-term equity incentives. We do not provide our executives with supplemental retirement benefits or personal perquisites. | | | | | Page | 54 |
Each Compensation Element Serves a Unique Purpose | | | | | | | | | | | | | | | | | | | | | Pay Element | | % of
CEO
TDC | | | % of
Other
NEO
TDC | | | At- Risk? | | Description | | Rationale | | | | | | | Base Salary | | | 6% | | | | 24% | | | | | • Fixed cash compensation targeted within the range of the market median, reflective of individual performance, skills, experience and internal equity | | • Attracts and rewards high performing executives via market competitive pay and industry norms and reflects individual performance | | | | | | | Short-Term Cash Incentives | | | 8% | | | | 16% | | | ✓ | | • Annual performance against preset goals • Payouts earned only if corporate performance exceeds 50% of preset targets • Awards capped at specified target percentage (150% for fiscal year 2021) | | • Drives company-wide and individual performance • Rewards annual performance • 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 | | | 86% | | | | 60% | | | ✓ | | • Value split 50% PSUs and 50% stock options • PSUs only vest upon achievement of clinical development, regulatory and/or commercial milestones • Stock options only have value to the extent our stock price appreciates following grant • Equity awards for 2021 performance were granted in February 2022 | | • Motivates executives to achieve multi-year strategic objectives and clinical development, regulatory and commercial milestones, and deliver sustained long-term growth • Unique position within our peer group focused on significant use of performance-based vesting for equity awards to align executive and stockholder interests through long-term value creation • Enhances retention of key talent | | | | | | | At-Risk % | | | 94% | | | | 76% | | | | | | | |
The PC&C committee is committed to ensuring that a substantial portion of executive compensation is “at-risk” and variable. As such, 94% of our CEO’s total direct compensation for 2021 and, on average, 76% of our other NEOs’ total direct compensation for 2021, is variable and directly affected by both the company’s and each NEO’s performance. In addition, for both our CEO and our other NEOs, 50% of annual equity compensation was made up of performance-based equity awards beginning in 2013. Awards with respect to 2021, which were granted in February 2022, were a mix of time-based stock options and PSUs. | | | | | Page | 55 |
*This figure excludes Mr. Tanguler’s on-hire stock option and RSU awards. Note: The figures above include the annual equity awards made in 2021 with respect to 2020 performance, as reflected in the Summary Compensation Table for 2021 compensation below. With respect to the PSUs reflected above, we assumed that as of the grant date it was probable that 100% of the performance conditions would be achieved. See Note 8 of the Summary Compensation Table below for additional information regarding the treatment of PSUs. Equity awards made for 2021 performance were granted in February 2022 and are not reflected above. Base Salary Our PC&C committee typically determines the base salary for each new executive based on the executive’s responsibilities and experience. In addition, our PC&C committee reviews and considers the level of base salary paid by companies in our peer group for similar positions. Merit-based increases in base salary for all of our continuing executive officers, other than our CEO, are approved by our PC&C committee based upon a recommendation from our CEO. Any merit-based increase in base salary for our CEO is based upon an assessment of his or her performance by our PC&C committee and a review by our PC&C committee of the base salaries of chief executive officers in our peer group. Our PC&C committee recommends any changes to our CEO’s base salary to our board for review and approval. During the first quarter of 2022, our PC&C committee approved increases for 2022 base salary for each of our NEOs other than our President, Research and Development and our President and Chief Operating Officer, due to their promotions to President and to CEO, respectively, effective January 1, 2022. These increases, reflected below, were effective as of March 1, 2022 and were based upon the company’s performance against the corporate goals in 2021, as well as each NEO’s individual contribution in 2021 to the achievement of those corporate goals, and a review by our PC&C committee of the base salaries of comparable NEOs in our 2021 peer group. | | | | | Page | 56 |
We understandThe table below sets forth the 2022 and 2021 base salaries, in dollars, and the adjustment to base salaries, as a percentage, for each of our NEOs:
Base Salary Adjustments | | | | | | | | | | | | | | Name* | | 2022 Base Salary($) | | 2021 Base Salary($) | | Increase(%) | | | | | | Yvonne L. Greenstreet, MBChB, MBA** | | 850,000 | | 621,915 | | | 36.7 | | | | | | Akshay K. Vaishnaw, M.D., Ph.D.** | | 725,000 | | 635,000 | | | 14.2 | | | | | | Jeffrey V. Poulton | | 610,000 | | 575,000 | | | 6.1*** | | | | | | Tolga Tanguler | | 567,600 | | 550,000 | | | 3.2 | |
| * | Dr. Maraganore resigned from the company in December 2021 and therefore, he has been excluded from the table. |
| ** | Dr. Greenstreet was appointed as our Chief Executive Officer and Dr. Vaishnaw was appointed as our President effective January 1, 2022. The adjustments to base salary reflected above were effective January 1, 2022 and represent the salaries for the new roles rather than a merit adjustment. |
| *** | Includes a market adjustment of 2.25% to address a gap in Mr. Poulton’s base salary relative to the market median. |
Short-Term Incentives—2021 Annual Incentive Program Annual cash incentives are paid to our NEOs through Alnylam’s Annual Incentive Program, or AIP. Our short-term incentive structure is intended to align NEOs’ interests directly with Alnylam’s corporate goals. In making its determination regarding awards for 2021 under the AIP for our NEOs, our PC&C committee and our board considered our success against pre-established 2021 corporate goals. Based on our performance in 2021, our board determined that we achieved 115% of our >1,400corporate goals for fiscal year 2021, including all of our commercial execution and late-stage pipeline goals, all of our growth and growth management goals, all of our research platform goals, and the majority of our early- and mid-stage pipeline and strategic infrastructure goals, as well as certain of our “stretch” goals. | | | | | Page | 57 |
Annual Metrics and Goal Assessment The 2021 corporate goals approved by our board, the relative weightings assigned to each goal, our actual achievement during the performance period as a percentage of target and the weighted performance against these corporate goals for 2021, as approved by our PC&C committee and our full board in determining our NEOs’ compensation, were as follows: Annual Incentive Payout Matrix | | | | | | | | | | | | | | 2021 Corporate Goals | | Relative Weighting(%) | | | Actual Achievement For 2021 (As % of Target) | | | Weighted Performance(%) | | | | | | • Execute on key commercial objectives, including: | | | | | | | | | | | | | | | | | ¡ Achieve ONPATTRO, GIVLAARI, and OXLUMO success, and prepare for vutrisiran launch; focusing on patient impact; and | | | 30 | | | | 100 | | | | 30 | | ¡ Stretch Goals—Exceed more aggressive ONPATTRO, GIVLAARI and OXLUMO commercial metrics. | | | 25 | | | | 0 | | | | 0 | | | | | | • Execute on key late-stage development pipeline objectives, including: | | | | | | | | | | | | | | | | | ¡ Execute on five late-stage clinical programs, including positive Phase 3 studies and regulatory submissions, toward our Alnylam P5x25 profile; and | | | 25 | | | | 100 | | | | 25 | | ¡ Stretch Goals – Exceed certain specified pipeline advancement timelines. | | | 20 | | | | 100 | | | | 20 | | | | | | | • Advance early- and mid-stage research and development pipeline to achieve Alnylam P5x25 profile, while managing operating expenses to support transition to self-sustainability. | | | 15 | | | | 83 | | | | 12.5 | | | | | | ¡ Stretch Goal – Exceed certain specified early-stage pipeline advancement metrics. | | | 5 | | | | 0 | | | | 0 | | | | | | | • Advance key research and platform objectives, including advancement of ESC+ GaINAc Conjugate Platform and extra-hepatic platforms. | | | 5 | | | | 100 | | | | 5 | | | | | | | • Advance key capabilities and processes to support global commercial readiness objectives. | | | 5 | | | | 50 | | | | 2.5 | | | | | | • Maintain strong investment discipline by prioritizing pipeline and commercial investment opportunities and executing on plans to achieve self-sustainable financial profile consistent with Alnylam P5x25 strategy. | | | 15 | | | | 100 | | | | 15 | | | | | | | • Achieve employee growth and growth management objectives with excellence, patient focus, safety, quality and compliance. | | | 5 | | | | 100 | | | | 5 | | | | | | | Approved 2021 Corporate Performance Level for NEOs | | | 150 | | | | | | | | 115 | |
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Calculation of Annual Cash Incentives Annual cash incentives were calculated as shown below. 
| * | If the 2021 corporate performance level was determined to be below 50%, then the corporate performance modifier would be 0% and no awards would be granted under the AIP. |
| ** | Board of directors and/or PC&C committee has the discretion to make adjustments in connection with the AIP as it deems appropriate. Our board of directors did not exercise such discretion with respect to the determination of awards under the AIP for 2021. |
Our PC&C committee aims to determine an appropriate mix of cash incentive opportunities and equity incentive grants to meet short- and long-term goals and objectives. In February 2021, our PC&C committee approved the target awards for 2021 under the AIP, including the opportunity for eligible participants to achieve incentive awards above established bonus targets based on the company’s performance against 2021 corporate goals. No changes were made to the target award levels for our NEOs for 2021. Each potential bonus award for 2021 ranged from 0% to 150% of the individual’s target award, thus making 150% of each individual’s target award the maximum bonus award achievable in 2021 in the event the company met all of its corporate goals (100%) plus its stretch goals (50%). The table below shows the target award under the 2021 AIP as a percentage of each NEO’s annual base salary in 2021, assuming (1) all of the corporate goals were met but not providing additional credit for the achievement of any stretch goals, (2) the maximum cash award opportunity in dollars for 2021 that would be paid if all of the corporate goals were met and certain goals were | | | | | Page | 59 |
exceeded (stretch goals), (3) the actual cash bonus payments to our NEOs under the AIP for 2021 performance, which were paid in March 2022, and (4) the actual bonus payment as a percentage of the target award opportunity. 2021 Annual Incentive Program Awards | | | | | | | | | | | | | | | | | | | | | | Name | | 2021 Target Award (% of Base Salary) | | | 2021 Target Award Opportunity($) | | | 2021 Maximum Award Opportunity($)** | | | 2021 Actual AIP Payout($) | | | 2021 Actual AIP Payout (% of Target Award Opportunity) | | | | | | | | John M. Maraganore, Ph.D.* | | | 100 | | | | 952,800 | | | | 1,429,200 | | | | 1,095,720 | | | | 115 | | | | | | | | Yvonne L. Greenstreet, MBChB, MBA | | | 60 | | | | 373,150 | | | | 559,730 | | | | 429,120 | | | | 115 | | | | | | | | Akshay K. Vaishnaw, M.D., Ph.D. | | | 60 | | | | 381,000 | | | | 571,500 | | | | 438,150 | | | | 115 | | | | | | | | Jeffrey V. Poulton | | | 50 | | | | 287,500 | | | | 431,250 | | | | 330,630 | | | | 115 | | | | | | | | Tolga Tanguler | | | 50 | | | | 275,000 | | | | 412,500 | | | | 316,250 | | | | 115 | |
| * | Dr. Maraganore resigned from the company, effective December 31, 2021. Under the terms of his separation agreement, described below, Dr. Maraganore received a cash bonus award calculated consistent with other NEOs under the AIP. |
| ** | Assuming 150% corporate performance modifier to account for stretch goals. |
Long-Term Incentives – 2021 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 equity compensation is a crucial component of any competitive executive compensation package we offer. To ensure that employees are focused on the creation of stockholder value, the equity compensation structure for all our greatest assetemployees mirrors that of our NEO group: every employee receives annual performance-based equity awards that vest upon the same performance criteria as our NEOs with only the value of stock awards differing based on their individual levels, roles and responsibilities. 
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Our equity awards program is designed to: reward demonstrated leadership and performance; align our executive officers’ interests with those of our stockholders through long-term value creation; affect pay-for-performance achievement; 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. Historically, our equity awards have taken the form of stock options, which we believe further strengthens the long-term alignment between our executives and stockholders. We typically grant stock options to each of our executive officers upon commencement of employment and annually in conjunction with our review of individual performance. Beginning with the awards for 2018 performance, granted in February 2019, our PC&C committee determined that a 50/50 split between stock options and PSUs was more aligned with the achievement of our long-term equity strategy and growth objectives, our desire to maintain competitive levels of executive compensation and to underscore the strong performance orientation of both our long-term incentive equity and our overall executive compensation program. Equity awards typically vary among our executive officers based on their positions and annual performance assessments. In addition, our PC&C committee reviews all components of each executive officer’s compensation to ensure that his or her total compensation is aligned with our overall philosophy and objectives. Stock options granted to our executives have exercise prices equal to the fair market value of our common stock on the date of grant, so that the recipient will not earn any compensation from his or her stock options unless our stock price increases above the value on the date of grant. PSUs will only vest in the event that specified performance criteria are met and will vest no earlier than one year after the date of grant. Accordingly, each portion of our executive officers’ annual equity compensation is “at risk” and is directly aligned with stockholder value creation. Stock options are granted to our executive officers upon commencement of employment and are granted annually, typically vest over four years, and, as noted above, performance-based awards vest only upon achievement of the specified performance events, which we believe provides in both cases an incentive to our executives to add value to the company over the long-term and to remain with Alnylam. Annual Equity Awards Our annual equity awards for 2021 performance were in the form of PSUs and stock option awards. The stock options vest as to 25% of the shares on the first anniversary of the grant date and as to an additional 6.25% of the shares at the end of each successive three-month period thereafter until the fourth anniversary of the grant date. With respect to the performance-based portion of the annual equity awards, a portion of the shares subject to the PSUs vest upon the later of the one-year anniversary of the date of grant and the achievement of specific clinical development, regulatory and/or commercial events, as approved by our PC&C committee. Set forth below is a summary of the | | | | | Page | 61 |
performance-based vesting events for the performance-based portion of the annual equity awards granted over the last four years, together with the status of the achievement of such events: | | | | | | | | Year for Award | | Performance Milestone (% of Award) | | Date Achieved | | Status of Potential Achievement* | 2018 | | • Filing an IND or CTA for CNS or Ocular Product Candidate (33%) | | ✓ December 2021 | | | | • Filing of Fourth NDA or MAA for Regulatory Approval with the FDA or EMA (33%) | | ✓ April 2020 | | | | • Achievement of First $500.0 Million in Cumulative Net Product Revenues (33%) | | ✓ February 2021 | | | 2019 | | • Filing of Fifth NDA or MAA for Regulatory Approval with the FDA or EMA (33%) | | ✓ April 2021 | | | | • Positive Data from Phase 3 Clinical Study in ATTR Amyloidosis Patients with Cardiomyopathy (33%) | | | | • Timing of achievement depends on progress and success of Phase 3 programs in indication | | • Achievement, on or before December 31, 2024, of First $2.5 Billion in Cumulative Net Product Revenues (33%) | | | | • Timing of achievement depends on progress of commercial efforts, success of regulatory filing(s) and potential additional product approvals | 2020 | | • Positive Data from Phase 3 Clinical Study in ATTR Amyloidosis Patients with Cardiomyopathy (25%) | | | | • Timing of achievement depends on progress and success of Phase 3 programs in indication | | • Achievement, on or before December 31, 2024, of First $2.5 Billion in Cumulative Net Product Revenues (25%) | | | | • Timing of achievement depends on progress of commercial efforts, success of regulatory filing(s) and potential additional product approvals | | • Achievement, on or before December 31, 2025, of Non-GAAP Operating Income Profitability for a 12-month Calendar Year (25%) | | | | • Timing of achievement depends on progress of commercial efforts, success of regulatory filing(s) and potential additional product approvals and level of operating expenses | | • Initiation of first Phase 3 Clinical Study for an Alnylam Proprietary RNAi Therapeutic in Development to Treat a Prevalent Disease (25%) | | | | • Timing of achievement depends on success of early stage research and development efforts in Prevalent Disease programs | 2021 | | • Positive, Statistically Significant Result on Clinical Outcomes Endpoint from a Phase 3 Clinical Study in ATTR Amyloidosis Patients with Cardiomyopathy (33%) | | | | • Timing of achievement depends on progress and success of Phase 3 programs in indication | | • Achievement of First $1.5 billion in Annual Total Revenues (33%) | | | | • Timing of achievement depends on the progress of commercial efforts, the success of regulatory filing(s) and potential additional product approvals, the success of Leqvio and potential other revenue under collaborations | | • Achievement of Human Proof of Concept for Investigational RNAi Therapeutic Directed to an Extrahepatic Target (33%) | | | | • Timing of achievement depends on progress and success of Phase 1 program(s) for extra-hepatic targets |
| * | Timing of actual achievement, if at all, will depend on the progress of our clinical trials, the timing and success of regulatory filing(s) and potential additional product launch(es), the success of our commercial efforts for our marketed product(s), revenues generated by our collaborations, and our ability to manage our operating expenses. Actual achievement may be based upon events not listed above. |
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Any determination as to whether or not a vesting event has been met must be approved by our PC&C committee and the date of vesting shall be the later of the date of such determination by the committee and the one-year anniversary of the date of grant. The performance events for a PSU must occur within ten years from the date of grant. Vesting of equity awards to employees typically ceases upon termination of employment. Prior to the vesting of a PSU, the holder does not have any rights as a stockholder with respect to the shares subject to such PSU, including voting rights and the right to receive dividends or dividend equivalents. In connection with the annual review of each executive officer’s individual performance and consistent with our compensation philosophy, our PC&C committee approved annual equity incentive awards for our executive officers for 2021 performance in February 2022. As noted above, in connection with the continued assessment of our equity incentive program, beginning with annual awards for 2019 (that were made in February 2020) and new hire awards in 2021, we transitioned from a unit-based to a value-based approach for determining equity awards for all employees, including our NEOs. The guideline for award levels for NEOs for 2020 and 2021 was generally between the 50th and 60th percentile of market, subject to adjustment for individual performance. We view equity incentive compensation as a critical component of our compensation strategy and therefore to date we have maintained a broad-based program for all employees to have an opportunity to participate as owners of the company. This program is consistent with the description above for our NEOs and includes equity incentive awards upon the commencement of employment and annual equity incentive awards for all employees. Annual awards are structured in the same way for all employees, with 50% vesting over time and 50% vesting only upon the achievement of specified performance milestones. The annual equity incentive awards granted to our NEOs for 2021 and 2020 performance, the value of such awards and the percentage change from 2021 versus 2020, are set forth in the table below: Annual Equity Incentive Awards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Number of Stock Options Granted | | | Number of Performance Stock Units Granted | | | Annual Equity Incentive Award Values* | | | | | | | | | | | | | Name | | 2021 (#)** | | | 2020 (#)** | | | 2021 versus
2020
Year-over-
Year Change(%) | | | 2021 (#)** | | | 2020 (#)** | | | 2021 versus
2020
Year-over-
Year Change(%) | | | 2021 ($)** | | | 2020 ($)** | | | 2021 versus
2020
Year-over-
Year Change(%) | | John M. Maraganore, Ph.D.*** | | | — | | | | 79,998 | | | | N/A | | | | — | | | | 42,879 | | | | N/A | | | | — | | | | 13,000,000 | | | | N/A | | Yvonne L. Greenstreet, MBChB, MBA**** | | | 31,747 | | | | 28,800 | | | | 10 | | | | 50,858 | | | | 15,437 | | | | 229 | | | | 10,000,000 | | | | 4,680,000 | | | | 114 | | Akshay K. Vaishnaw, M.D., Ph.D. | | | 29,842 | | | | 28,800 | | | | 4 | | | | 15,936 | | | | 15,437 | | | | 3 | | | | 4,700,000 | | | | 4,680,000 | | | | — | | Jeffrey V. Poulton | | | 18,413 | | | | 23,200 | | | | (21 | ) | | | 9,833 | | | | 12,435 | | | | (21 | ) | | | 2,900,000 | | | | 3,770,000 | | | | (23 | ) | Tolga Tanguler***** | | | 18,413 | | | | — | | | | N/A | | | | 9,833 | | | | — | | | | N/A | | | | 2,900,000 | | | | — | | | | N/A | |
| * | The value of annual equity incentive awards for each NEO is split equally between stock options and PSUs. See Note 5 and Note 8 to Summary Compensation Table for additional information on the calculation of the value of awards. |
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| ** | Reflects awards made in first quarter of 2022 and 2021 for 2021 and 2020 performance, respectively. Awards granted in February 2022 for 2021 performance are presented for comparative purposes and are not reflected in the Summary Compensation Table for 2021. These awards will be included as 2022 compensation in the 2023 proxy statement. |
| *** | Dr. Maraganore resigned from the company, effective December 31, 2021. Under the terms of his separation agreement, described below, Dr. Maraganore was not entitled to receive any additional equity awards after his resignation date. |
| **** | Dr. Greenstreet was appointed as our Chief Executive Officer effective January 1, 2022. In connection with her appointment as CEO, Dr. Greenstreet was granted a promotional award having a value of $5,000,000. The award was granted on December 31, 2021 in the form of stock options rather than stock options and PSUs. Her annual award was adjusted to provide for additional value in the form of PSUs and lesser value in the form of stock options, allowing for alignment on performance metrics with the rest of the NEOs. |
| ***** | Mr. Tanguler did not receive any annual incentive awards in 2021 for 2020 performance. |
In February 2021, the PC&C committee approved a one-time strategic PSU award for Mr. Tanguler to align with the one-time strategic PSU awards approved in October 2020 for all members of our management board who were employed at such time (excluding the CEO). The value of this one-time strategic PSU award was equal to Mr. Tanguler’s 2021 annual base salary, resulting in the grant of 3,629 PSUs with a value of $550,000. Benefits and Other Compensation Other compensation to our executives consists primarily of the broad-based benefits we provide to all employees, including health and dental insurance, life and disability insurance and a 401(k) plan. Our 401(k) plan is a tax-qualified retirement savings plan pursuant to which all U.S. based employees, including executive officers, are able to contribute the lesser of up to 60% of their annual salary or the limit prescribed by the Internal Revenue Service on a before-tax basis. We match 100% of the first 2% of a plan participant’s contributions and 50% of the next 4% of contributions in cash. Prior to 2020, our matching contributions were made in the form of shares of our common stock. We do not have an annual maximum for matching contributions (subject to statutory maximums under the Code) and such matching contributions are fully vested immediately. Committee Process for Setting Total Compensation The PC&C committee reviews the compensation of our CEO and recommends any changes to our board for approval. For the rest of our NEOs, executive vice presidents and senior vice presidents, the PC&C committee directly approves the compensation. The committee may also review the compensation of our NEOs during the course of the year. The committee may apply its discretion, as it deems appropriate, in determining executive compensation. During the first quarter of each year, annual corporate goals and individual performance objectives are determined and set forth in writing. Corporate goals are weighted and approved by our PC&C committee and our full board. At the beginning of the second half of each year, senior management formally reviews performance against goals for the first half of the year and re-aligns key goals for the second half of the year if necessary and subject to board approval. For 2021, the individual objectives for our executive officers were the same as the corporate goals for the purpose of determining annual cash incentive awards. The individual contributions of each executive officer towards the achievement of the corporate goals were considered for the purposes of determining other elements of compensation. Individual objectives for 2021 for the remaining members of our senior management team focused on contributions that were intended to drive achievement of the | | | | | Page | 64 |
corporate goals and were approved by our chief executive officer. In 2021, our PC&C committee established the maximum cash bonus opportunity for each member of our senior management team for 2021 under the annual incentive program, representing a percentage of each individual’s base salary. Given that we are a global commercial organization, annual performance reviews and the determination of base salary merit increases, annual cash incentive awards and annual equity awards for a given year occur in the first quarter of the following year. Accordingly, with respect to year-end 2021 compensation matters, our senior management team evaluated our corporate performance at the end of 2021 and the individual performance of employees, as compared to the corporate goals for that year, during the first quarter of 2022. During the first quarter of 2022, our Chief Human Resources Officer, with the assistance of Aon, reviewed the performance of our NEOs (other than the CEO and her own performance), and our PC&C committee evaluated each of these NEOs’ compensation and determined any increases in base salary and any annual equity awards and/or, based solely on our performance against corporate goals, cash awards under our annual incentive program. Decisions with respect to the increase in base salary and annual equity awards for our new President were made by our PC&C committee in connection with his appointment. In addition, due to the timing of our CEO transition, our PC&C committee, together with the Executive Chair of our board of directors, determined our new CEO’s annual base salary and annual equity awards in connection with her appointment. Our PC&C committee determined whether to recommend to the full board for approval a cash award under our annual incentive program for the new CEO based on her target award percentage for 2021, as well as overall corporate performance for the year. Consistent with our year-end compensation process, our PC&C committee made grants of annual equity awards and determined changes in base salary and the amount of any annual cash incentive payments, in February 2022, except with respect to our new CEO and President. Accordingly, equity awards made with respect to 2021 performance were not granted until 2022, and therefore, are not reflected in the executive compensation tables for 2021. Rather, the awards reflected in the executive compensation tables for 2021 were granted in respect of 2020 performance. The 2021 awards, granted in February 2022, are reflected in the tables included in this Compensation Discussion and Analysis to provide all details of compensation related to 2021 performance. Changes in base salary of our NEOs approved in February 2022 were effective as of March 1, 2022. The cash incentive payments awarded under our annual incentive program for 2021 were paid in March 2022. | | | | | Page | 65 |
Compensation Peer Group and Peer Selection Process We develop our compensation programs after reviewing publicly available compensation data and subscription survey data for our peer group, provided by Aon. In evaluating the total compensation of our NEOs, our PC&C committee, using information provided by Aon, establishes a comprehensive employee assistance programpeer group of publicly traded, national and regional companies in the biopharmaceutical and biotechnology industries that is designedselected based on a balance of the following criteria: | | | | | Peer Selection Considerations | | | | Organizational Structure | | • | | Companies whose organizational structure, number of employees (headcount between 500 and 5,000) and positions, stage of development (early commercial), market capitalization ($10 billion to $50 billion, with emphasis on middle of the range), and product revenues ($300 million to $2 billion) are similar to ours | | | | Executive Positions | | • | | Companies with similar executive positions to ours | | | | Executive Talent Pool | | • | | Companies against which we believe we compete for executive talent | | | | Operations in U.S. | | • | | Public companies with substantial operations in the U.S. whose compensation and financial data are available in proxy statements or other public documents |
In addition to supportthe criteria above, our employees’ healthPC&C committee also reviewed the peer selection criteria used by proxy advisors and well-beingconsidered the specific peers identified independently by each advisor. There are limited companies with a comparable profile to Alnylam, in light of our market capitalization, the recency of our commercial launches, the depth of our pipeline for the continued development of a new class of medicines and our rapid global growth. As such, Aon identified three categories of companies that were all considered for purposes of selecting a balanced group of peers: Large Biopharma; Similarly Situated Commercial; and Governance Peers meeting at least two selection criteria. 2021 Peer Group Our PC&C committee periodically reviews the company’s peer group to ensure that the peer companies continue to be appropriate peers for compensation benchmarking purposes. Alnylam’s 2020 peer group (used for compensation decisions made in calendar year 2021, including the annual equity awards for 2020 performance approved and granted in 2021) consisted of 19 companies operating in the biopharmaceutical/biotechnology industry. After consultation with Aon, the PC&C committee determined that two companies (Alkermes, plc and bluebird bio, Inc.) were no longer appropriate as peers on a go-forward basis for a variety of reasons, primarily market capitalization and revenue, and also selected three companies (BeiGene, Ltd., Exact Science Corporation and Novavax, Inc.) to be added as peer companies based primarily on our financial and business position as an early-stage commercial company in 2021. The 2021 peer group reflecting these changes and | | | | | Page | 66 |
approved by our PC&C committee is shown below, with the new peer companies identified in italics. The 2021 peer group was used in connection with compensation decisions made in February 2022 relating to merit increases, salary market adjustments and annual equity awards for 2021 performance. | | | | | 2021 Peer Group | Acceleron Pharma, Inc. | | Horizon Therapeutics plc | | Sarepta Therapeutics, Inc. | Alexion Pharmaceuticals, Inc. | | Incyte Corporation | | Seagen Inc. | BeiGene, Ltd. | | Ionis Pharmaceuticals, Inc. | | Ultragenyx Pharmaceutical Inc. | BioMarin Pharmaceutical Inc. | | Jazz Pharmaceuticals plc | | United Therapeutics Corporation | Exact Sciences Corporation | | Neurocrine Biosciences, Inc. | | | Exelixis, Inc. | | Novavax, Inc. | | |
From the 2020 peer group, the following companies were excluded as a peer for 2021: Alkermes plc and bluebird bio, Inc. Compensation Benchmarking To provide the appropriate context for executive pay decisions, our PC&C committee, in consultation with Aon, assessed the compensation practices and pay levels of our peer group. We believe that the compensation practices of our peer group are appropriate to reference in evaluating the compensation of our NEOs during this time.2021. Notwithstanding the similarities of our peer group 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, as well as with prestigious academic and non-profit institutions. In keeping with our pay-for-performance philosophy, actual compensation levels are correlated to the achievement of corporate goals. In addition, our PC&C committee uses competitive compensation data from the annual total compensation study of peer companies to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the committee uses multiple reference points when establishing targeted compensation levels. The committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader U.S. market. Instead, the committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as experience level of the executive, scope of responsibility, critical needs and skill sets, leadership potential and succession planning, individual performance against established corporate goals, and contributions to the achievement of long-term strategic objectives. Our PC&C committee continues to evaluate our equity incentive compensation and our long-term equity strategy, with continued assistance from Aon, and to make adjustments to equity incentive awards based upon our stock price and peer position. As noted above, beginning with annual awards for 2019 (that were made in February 2020) and new hire awards in 2020, we transitioned from a unit-based to a value-based approach for determining equity awards for all employees, including our NEOs. Our PC&C committee, with input from Aon, reviewed the value- | | | | | Page | 67 |
based guidelines for equity incentive compensation awards for 2021 (including the annual equity awards that were made in February 2022) for our NEOs and for all of our employees, and retained the guidelines established in 2019, subject to adjustment of annual awards based upon individual performance. The guideline for award levels for NEOs for 2021 was set at the 60th percentile of market, subject to adjustment for individual performance. We expect to continue to review our equity incentive compensation guidelines annually and to make adjustments in 2022 and beyond, as needed and dependent on our stock price and peer position, particularly in light of our continued global growth as we advance our commercialization efforts in 2022 and beyond. Other Key Performance Factors and Industry Specific Considerations The biopharmaceutical industry is characterized by a very long product development cycle, including a lengthy research and development period and a rigorous approval phase involving human testing and governmental regulatory approval. While we became a commercial-stage company in 2018 and have independently launched three products to date, we have not achieved profitability and therefore, several of the traditional benchmarking metrics, such as profits and earnings per share, remain inappropriate measures for Alnylam as we move towards our goal of self-sustainability. Accordingly, the specific performance factors our PC&C committee considers when determining the compensation of our NEOs include: key research and development achievements, including advances in RNAi delivery and technology and identification of new therapeutic areas and novel disease targets; initiation and progress of clinical trials, in particular late-stage programs; achievement of regulatory milestones, including regulatory filings for product approvals and regulatory approvals; establishment of global commercial and medical infrastructure and commercial launch readiness, as well as patient and physician education initiatives; revenue results, as well as other key metrics, including progress on pricing and reimbursement efforts, for our recently launched products; establishment and maintenance of key strategic relationships and new business initiatives; filing, prosecution, defense and enforcement of key intellectual property rights; success in our human capital management strategy, including development of global organizational capabilities, success in hiring, employee retention, growth management and diversity, equity and inclusion initiatives, executed with excellence, patient focus, safety, quality and compliance; and financial and operating performance. These performance factors are considered by our PC&C committee in connection with our annual performance reviews and are a critical component in the determination of annual cash and equity incentive awards for our executives. Compensation Risk Oversight We structure our pay to consist of both fixed and variable compensation to motivate our executives to produce superior short- and long-term results that are in the best interests of our company and stockholders in order to attain our ultimate objective of increasing stockholder value. In addition, we have established, and the PC&C committee endorses, several controls to address and mitigate compensation-related risk, such as maintaining an anti-hedging and anti-pledging policy, | | | | | Page | 68 |
stock ownership guidelines for our CEO and other executive officers, good standing requirements under cash incentive programs for eligibility to receive an award, and a clawback policy to recover cash and equity incentive awards in the event that incentive plan award decisions are based on financial results that are subsequently restated. We engaged our outside compensation consultant, Aon, to assist the PC&C committee in updating its evaluation of our policies and practices to determine if they create excessive risk in our compensation programs. Given our transition over the last several years to being a global, commercial organization, this updated evaluation included an assessment of the potential risks associated with field-based incentive compensation and commercial-related goals and targets, as well as other changes to our compensation policies and practices. In conducting its independent assessment, Aon reviewed all of our incentive compensation and other programs and determined there were no compensation policies or practices that encourage excessive or inappropriate risk-taking. Aon discussed the detailed findings of this review with management in February 2021, and management provided the results of the review to the PC&C committee. As a result, the PC&C committee concluded that our compensation policies and practices are not reasonably likely to have a material adverse effect on the company. The PC&C committee will continue to evaluate on an ongoing basis the potential risks associated with our compensation policies and practices with input from its compensation consultant and internal and external counsel. Employment Arrangements Our executive officers are at-will employees and do not have employment agreements, with the exception of our current CEO, Dr. Greenstreet, who entered into an employment agreement, or the Greenstreet Employment Agreement, with the Company on December 14, 2021 and our former CEO, who entered into an employment agreement, or the Maraganore Employment Agreement, with the Company on August 2, 2021. Each executive officer has signed a nondisclosure, non-competition and assignment of intellectual property agreement providing for the protection of our confidential information and ownership of intellectual property developed by such executive officer and a covenant not to compete with us for a period of at least 12 months after termination of employment. Pursuant to the terms of the Greenstreet Employment Agreement, Dr. Greenstreet received a one-time award of $250,000 on January 1, 2022 to facilitate her transition to the Boston area in connection with her serving as CEO of the Company. In the event Dr. Greenstreet terminates her employment with the Company without Good Reason or she is terminated by the Company for Cause, as such terms are defined in the Greenstreet Employment Agreement, within the following 24 months, Dr. Greenstreet will be required to repay all or a portion of the gross amount of the award. Effective January 1, 2022, the Company will no longer provide any housing or travel relocation benefits to Dr. Greenstreet. The Greenstreet Employment Agreement has an initial term through December 31, 2023 and will automatically renew for one year periods unless written notice to terminate is given by either party. Pursuant to the terms of the Maraganore Employment Agreement, Dr. Maraganore was eligible to receive an award of $3,000,000, payable in shares of the Company’s common stock, subject to the board’s assessment on the third anniversary of the effective date of his employment agreement, in its discretion, of specified individual performance criteria. In connection with his resignation from the Company, following nearly 19 years of service, we entered into a letter agreement with Mr. Maraganore dated October 26, 2021, which superseded the Maraganore | | | | | Page | 69 |
Employment Agreement. Under the letter agreement, Mr. Maraganore agreed to provide consulting services to us for up to 10 hours per month, or for such additional hours as may be mutually agreed, for a three-month period. During the three-month period, Dr. Maraganore received as full compensation for his consulting services (i) cash compensation equal to $238,200, less lawful deductions, paid in monthly installments during the period of January 1, 2022 through March 31, 2022, and (ii) a cash bonus for 2021 of $1,095,720 based on actual performance under the AIP, which was paid at the time 2021 bonuses were paid to our other executive officers. The letter agreement provides that Dr. Maraganore’s departure will be treated as a resignation for “Good Reason” or a termination without “Cause” pursuant to the terms of the Maraganore Employment Agreement, and that, in accordance with the Maraganore Employment Agreement and as additional consideration for the letter agreement, his outstanding unvested equity awards will continue to vest and be exercisable until March 31, 2024, and his outstanding vested stock options shall remain exercisable until the earlier of March 31, 2024 and the original expiration dates of such options. The letter agreement with Dr. Maraganore included a release of claims and certain other standard terms and conditions. Potential Payments Upon Termination or Change-in-Control Certain executives, including our NEOs, may be entitled to certain severance and/or change in control protections pursuant to their employment agreement, in the case of Dr. Greenstreet, or change in control agreement, in the case of each of our other NEOs, the terms of which are described below under Executive Compensation—Potential Payments upon Termination or Change-in-Control. We provide these severance and change in control arrangements because we believe that, in a competitive market for talent, severance arrangements are necessary to attract and retain high quality executives. In addition, the change in control benefit allows and incentivizes executives to maintain their focus on our business during a strong senseperiod when they otherwise might be distracted. CEO 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 connectednessthe termination date, and her outstanding stock options shall remain exercisable until the earlier of the second anniversary of the termination date and the original expiration dates of such options; provided that in the event that a CIC occurs on or before the second anniversary of the termination date, her then-outstanding stock options will be treated in the same manner as the then-outstanding stock options held by continuing members of the company’s management board. In addition, under the Greenstreet Employment Agreement, if Dr. Greenstreet’s employment is terminated by the Company without Cause or by Dr. Greenstreet for Good Reason within 18 months following a CIC, she will be entitled to receive (i) a lump sum cash payment equal to two times, the sum of: (A) her annual base salary in effect immediately prior to termination (or prior to the CIC, if higher) and (B) her target bonus for the fiscal year in which the CIC occurred; and (ii) if she was participating in our group health plan immediately prior to such termination and elects continuation coverage under COBRA, a monthly cash payment for 24 months (or the expiration of the COBRA continuation period, if earlier) equal to the monthly employer contribution we would have paid to provide the executive with colleagueshealth insurance if she had remained employed. In addition, following a CIC and Alnylam’s mission,qualifying termination of employment, all of her outstanding unvested stock | | | | | Page | 70 |
options and other stock-based awards shall immediately accelerate and become fully exercisable or nonforfeitable. If any payment and benefits to be paid or provided to Dr. Greenstreet, whether pursuant to the terms of her employment agreement or otherwise, would be subject to “golden parachute” excise taxes under the Internal Revenue Code of 1986, as amended, or the Code, the payments and benefits will be reduced to the extent necessary to avoid such excise taxes, but only if such a reduction of pay or benefits would result in a greater after-tax benefit to her. Change in Control Agreements We have entered into an individual CIC agreement with each member of our management board, and all of our other current NEOs, with the exception of our CEO. The CIC agreements entitle each executive to certain benefits in the event of certain terminations of employment with us within 12 months following a CIC (as defined in the CIC agreement). Pursuant to each CIC agreement, if an executive is terminated by us without Cause (as defined in the CIC agreement) or if an executive terminates his or her employment for Good Reason (as defined in the CIC agreement), in either case, within 12 months following a CIC, such executive will be entitled to receive (i) a lump sum cash payment equal to one and a half times the sum of: (A) his or her annual base salary in effect immediately prior to termination (or prior to the CIC, if higher) and (B) his or her target bonus for the fiscal year in which the CIC occurred; and (ii) if the executive 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 held 18 company-wide meetingswould have paid to provide the executive with health insurance if he or she had remained employed. In addition, following a CIC and qualifying termination of employment, all of an executive’s outstanding unvested stock options and other stock-based awards shall immediately accelerate and become fully exercisable or nonforfeitable. If any payment and benefits to be paid or provided to an executive, 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’s termination of employment with us for any reason prior to a CIC, (ii) an executive’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 is still employed by the company. There are no other agreements with our NEOs that provide for separation pay in the event of termination of employment. Stock Ownership Guidelines We have stock ownership guidelines for our directors and our executive officers. Under these guidelines, directors (other than our CEO) are subject to a standard of having to hold equity securities having a minimum value of three times the annual cash retainer (currently $165,000), our CEO is subject to a standard of having to hold equity securities having a minimum value of six times her base salary and all of our other executive officers are subject to a standard of having to hold equity | | | | | Page | 71 |
securities having a minimum value of three times their base salary. Each current non-employee director and all executive officers (other than the CEO) have five years from October 5, 2020 to achieve the new guidelines and newly appointed/elected persons have five years from the date of appointment/election to achieve the applicable guideline. The following forms of equity count toward the ownership guideline: shares owned outright; unvested restricted stock, restricted stock units, or RSUs (whether or not performance-based) and deferred stock units to be settled in shares; and vested but unexercised “in-the-money” stock options. The company reviews compliance annually, valuing stock at the higher of the fair market value on date of review or the trailing 90-day average. All of our directors (including our CEO) and our executive officers are currently in compliance with our ownership guidelines. Based on stockholder feedback received in 2021, our PC&C committee evaluated the multiple for our CEO, with assistance from Aon, and determined that it was reasonable and consistent with our peer group. Our PC&C committee is also evaluating the forms of equity that count towards the ownership guideline to determine if any changes are warranted at this time. Anti-Hedging and Anti-Pledging Policy Our insider trading policy expressly prohibits all of our employees, including our NEOs, as well as our directors, from engaging in speculative transactions in our stock, including short sales, puts/calls, hedging transactions and margin accounts or pledges. Waivers of these prohibitions allowing for pre-clearance/pre-approval under certain situations are also not permitted under the policy. Clawback Policy We have a clawback policy that covers our chief executive officer and our principal financial officer, as well as all of our officers at the level of vice president and above. The policy provides that covered executives who engage in misconduct, including embezzlement, fraud, willful misconduct or breach of fiduciary duty, resulting in a financial restatement shall be required, upon the determination of our board of directors, to repay the company any excess proceeds from cash and equity incentive compensation earned during 2020 with an averagethe covered period prior to such financial restatement. Any clawback would be in addition to any other relief available to the company as a result of 1,200 staff members from around the world logging into these video-conference meetings.such misconduct. Role of the Compensation ConsultantPeer Group and Peer Selection Process
Pursuant to its charter,We develop our compensation programs after reviewing publicly available compensation data and subscription survey data for our peer group, provided by Aon. In evaluating the total compensation of our NEOs, our PC&C committee, hasusing information provided by Aon, establishes a peer group of publicly traded, national and regional companies in the authority to selectbiopharmaceutical and retain independent advisors and counsel to assist it with carrying out its duties and responsibilities, and we have provided appropriate fundingbiotechnology industries that is selected based on a balance of the following criteria:
| | | | | Peer Selection Considerations | | | | Organizational Structure | | • | | Companies whose organizational structure, number of employees (headcount between 500 and 5,000) and positions, stage of development (early commercial), market capitalization ($10 billion to $50 billion, with emphasis on middle of the range), and product revenues ($300 million to $2 billion) are similar to ours | | | | Executive Positions | | • | | Companies with similar executive positions to ours | | | | Executive Talent Pool | | • | | Companies against which we believe we compete for executive talent | | | | Operations in U.S. | | • | | Public companies with substantial operations in the U.S. whose compensation and financial data are available in proxy statements or other public documents |
In addition to the PC&C committee to do so. The PC&C committee has exercised this authority to engage Radford as an independent compensation consultant. Radford serves as an advisor tocriteria above, our PC&C committee on topics primarily relatedalso reviewed the peer selection criteria used by proxy advisors and considered the specific peers identified independently by each advisor. There are limited companies with a comparable profile to Alnylam, in light of our total compensation program,market capitalization, the recency of our equity compensationcommercial launches, the depth of our pipeline for the continued development of a new class of medicines and our future equity compensation strategy, directorrapid global growth. As such, Aon identified three categories of companies that were all considered for purposes of selecting a balanced group of peers: Large Biopharma; Similarly Situated Commercial; and executive compensation, and peer groupGovernance Peers meeting at least two selection and evaluation. Radford reports directly to our PC&C committee chair on the matters on which it has been retained. For 2020, we paid Radford approximately $268,000 for advice and services provided to the PC&C committee by Radford in its capacity as an independent compensation consultant.criteria. 2021 Peer Group Our PC&C committee regularlyperiodically reviews the services providedcompany’s peer group to ensure that the peer companies continue to be appropriate peers for compensation benchmarking purposes. Alnylam’s 2020 peer group (used for compensation decisions made in calendar year 2021, including the annual equity awards for 2020 performance approved and granted in 2021) consisted of 19 companies operating in the biopharmaceutical/biotechnology industry. After consultation with Aon, the PC&C committee determined that two companies (Alkermes, plc and bluebird bio, Inc.) were no longer appropriate as peers on a go-forward basis for a variety of reasons, primarily market capitalization and revenue, and also selected three companies (BeiGene, Ltd., Exact Science Corporation and Novavax, Inc.) to be added as peer companies based primarily on our financial and business position as an early-stage commercial company in 2021. The 2021 peer group reflecting these changes and | | | | | Page | 66 |
approved by its outside consultantour PC&C committee is shown below, with the new peer companies identified in italics. The 2021 peer group was used in connection with compensation decisions made in February 2022 relating to merit increases, salary market adjustments and believesannual equity awards for 2021 performance. | | | | | 2021 Peer Group | Acceleron Pharma, Inc. | | Horizon Therapeutics plc | | Sarepta Therapeutics, Inc. | Alexion Pharmaceuticals, Inc. | | Incyte Corporation | | Seagen Inc. | BeiGene, Ltd. | | Ionis Pharmaceuticals, Inc. | | Ultragenyx Pharmaceutical Inc. | BioMarin Pharmaceutical Inc. | | Jazz Pharmaceuticals plc | | United Therapeutics Corporation | Exact Sciences Corporation | | Neurocrine Biosciences, Inc. | | | Exelixis, Inc. | | Novavax, Inc. | | |
From the 2020 peer group, the following companies were excluded as a peer for 2021: Alkermes plc and bluebird bio, Inc. Compensation Benchmarking To provide the appropriate context for executive pay decisions, our PC&C committee, in consultation with Aon, assessed the compensation practices and pay levels of our peer group. We believe that Radford is independentthe compensation practices of our peer group are appropriate to reference in evaluating the compensation of our NEOs during 2021. Notwithstanding the similarities of our peer group 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, as well as with prestigious academic and non-profit institutions. In keeping with our pay-for-performance philosophy, actual compensation levels are correlated to the achievement of corporate goals. In addition, our PC&C committee uses competitive compensation data from the company in providing executiveannual total compensation consulting services. Our PC&Cstudy of peer companies to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the committee has assessed the independence of Radford consistent with Nasdaq Global Select Market listing standards and has concluded that the engagement of Radforduses multiple reference points when establishing targeted compensation levels. The committee does not raisebenchmark specific compensation elements or total compensation to any conflictsspecific percentile relative to the peer companies or the broader U.S. market. Instead, the committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as experience level of interest. the executive, scope of responsibility, critical needs and skill sets, leadership potential and succession planning, individual performance against established corporate goals, and contributions to the achievement of long-term strategic objectives. Our PC&C committee continues to monitor the independence of itsevaluate our equity incentive compensation consultant on a periodic basis. In additionand our long-term equity strategy, with continued assistance from Aon, and to their servicesmake adjustments to equity incentive awards based upon our stock price and peer position. As noted above, beginning with respect to compensationannual awards for the NEOs, directors2019 (that were made in February 2020) and other matters, described above,new hire awards in 2020, Radford providedwe transitioned from a unit-based to a value-based approach for determining equity awards for all employees, including our NEOs. Our PC&C committee, with input from Aon, reviewed the value-
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based guidelines for equity incentive compensation consulting servicesawards for 2021 (including the annual equity awards that were made in February 2022) for our NEOs and for all of our employees, and retained the guidelines established in 2019, subject to adjustment of annual awards based upon individual performance. The guideline for award levels for NEOs for 2021 was set at the 60th percentile of market, subject to adjustment for individual performance. We expect to continue to review our management with respectequity incentive compensation guidelines annually and to make adjustments in 2022 and beyond, as needed and dependent on our stock price and peer position, particularly in light of our continued global growth as we advance our commercialization efforts in 2022 and beyond. Other Key Performance Factors and Industry Specific Considerations The biopharmaceutical industry is characterized by a very long product development cycle, including a lengthy research and development period and a rigorous approval phase involving human testing and governmental regulatory approval. While we became a commercial-stage company in 2018 and have independently launched three products to date, we have not achieved profitability and therefore, several of the traditional benchmarking metrics, such as profits and earnings per share, remain inappropriate measures for Alnylam as we move towards our goal of self-sustainability. Accordingly, the specific performance factors our PC&C committee considers when determining the compensation of employees outside the United States,our NEOs include: key research and development achievements, including advances in RNAi delivery and technology and identification of new therapeutic areas and novel disease targets; initiation and progress of clinical trials, in particular late-stage programs; achievement of regulatory milestones, including regulatory filings for product approvals and regulatory approvals; establishment of global commercial and medical infrastructure and commercial launch readiness, as well as assistance with certain proxy-related matters. For 2020, we paid Aon, the parent company of Radford, approximately $572,000 for advicepatient and services that were not related to executive compensation, director compensation and the related matters specified above, including for welfare plan consulting, insurance brokerage and actuarial, risk management and plan administration services with respect to our global employee benefit plans and programs,physician education initiatives; revenue results, as well as compensation surveys. The decision to use Aon/Radfordother key metrics, including progress on pricing and reimbursement efforts, for such additional adviceour recently launched products; establishment and services was mademaintenance of key strategic relationships and new business initiatives; filing, prosecution, defense and enforcement of key intellectual property rights; success in our human capital management strategy, including development of global organizational capabilities, success in hiring, employee retention, growth management and diversity, equity and inclusion initiatives, executed with excellence, patient focus, safety, quality and compliance; and financial and operating performance. These performance factors are considered by management. While theour PC&C committee does not pre-approve these non-executive compensation services, it does annually review Radford’s internal guidelinesin connection with our annual performance reviews and practices designed to guard against conflictsare a critical component in the determination of annual cash and ensure the objectivity of advice, as well as the services provided to ensure transparency. The PC&C committee believes that the advice and services unrelated to executive compensation, director compensation and related matters that Radford provided to the company in 2020 did not impact advice and services that Radford provided to the PC&C committee on such matters or the independence of Radford with respect to management.equity incentive awards for our executives. Compensation Risk Oversight We structure our pay to consist of both fixed and variable compensation to motivate our executives to produce superior short- and long-term results that are in the best interests of our company and stockholders in order to attain our ultimate objective of increasing stockholder value. In | | | | | Page | 57
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addition, we have established, and the PC&C committee endorses, several controls to address and mitigate compensation-related risk, such as maintaining an anti-hedging and anti-pledging policy, | | | | | Page | 68 |
stock ownership guidelines for our CEO and other executive officers, good standing requirements under cash incentive programs for eligibility to receive an award, and a clawback policy to recover cash and equity incentive awards in the event that incentive plan award decisions are based on financial results that are subsequently restated. We engaged our outside compensation consultant, Radford,Aon, to assist the PC&C committee in updating its evaluation of our policies and practices to determine if they create excessive risk in our compensation programs. Given our transition over the last several years to being a global, commercial organization, this updated evaluation included an assessment of the potential risks associated with field-based incentive compensation and commercial-related goals and targets, as well as other changes to our compensation policies and practices. In conducting its independent assessment, RadfordAon reviewed all of our incentive compensation and other programs and determined there were no compensation policies or practices that encourage excessive or inappropriate risk-taking. RadfordAon discussed the detailed findings of this review with management in February 2021, and management provided the results of the review to the PC&C committee. As a result, the PC&C committee concluded that our compensation policies and practices are not reasonably likely to have a material adverse effect on the company. The PC&C committee will continue to evaluate on an ongoing basis the potential risks associated with our compensation policies and practices with input from its compensation consultant and internal and external counsel. Committee Process for Setting Total CompensationEmployment Arrangements
Our CEO conducts an annual performance review of our NEOs (other than the CEO)executive officers are at-will employees and our PC&C committee conducts an annual performance review of our CEO,do not have employment agreements, with the participation of our board chair. Our PC&C committee reviews the compensation of each member of our senior management team, approving compensation for our NEOs (with the exception of our CEO)current CEO, Dr. Greenstreet, who entered into an employment agreement, or the Greenstreet Employment Agreement, with the Company on December 14, 2021 and senior vice presidentsour former CEO, who entered into an employment agreement, or the Maraganore Employment Agreement, with the Company on August 2, 2021. Each executive officer has signed a nondisclosure, non-competition and above. Our PC&C committee reviewsassignment of intellectual property agreement providing for the compensationprotection of our CEOconfidential information and recommends any changesownership of intellectual property developed by such executive officer and a covenant not to our boardcompete with us for approval. The committee may also reviewa period of at least 12 months after termination of employment. Pursuant to the compensation of our NEOs during the courseterms of the year.Greenstreet Employment Agreement, Dr. Greenstreet received a one-time award of $250,000 on January 1, 2022 to facilitate her transition to the Boston area in connection with her serving as CEO of the Company. In the event Dr. Greenstreet terminates her employment with the Company without Good Reason or she is terminated by the Company for Cause, as such terms are defined in the Greenstreet Employment Agreement, within the following 24 months, Dr. Greenstreet will be required to repay all or a portion of the gross amount of the award. Effective January 1, 2022, the Company will no longer provide any housing or travel relocation benefits to Dr. Greenstreet. The committee may applyGreenstreet Employment Agreement has an initial term through December 31, 2023 and will automatically renew for one year periods unless written notice to terminate is given by either party. Pursuant to the terms of the Maraganore Employment Agreement, Dr. Maraganore was eligible to receive an award of $3,000,000, payable in shares of the Company’s common stock, subject to the board’s assessment on the third anniversary of the effective date of his employment agreement, in its discretion, as it deems appropriate, in determining executive compensation. During the first quarter of each year, annual corporate goals andspecified individual performance objectives are determined and set forth in writing. Corporate goals are weighted and approved by our PC&C committee and our full board. Atcriteria. In connection with his resignation from the beginningCompany, following nearly 19 years of service, we entered into a letter agreement with Mr. Maraganore dated October 26, 2021, which superseded the second half of each year, senior management formally reviews performance against goals for the first half of the year and re-aligns key goals for the second half of the year if necessary and subject to board approval. For 2020, the individual objectives for our executive officers were the same as the corporate goals for the purpose of determining annual cash incentive awards. The individual contributions of each executive officer towards the achievement of the corporate goals were considered for the purposes of determining other elements of compensation. Individual objectives for 2020 for the remaining members of our senior management team focused on contributions that were intended to drive achievement of the corporate goals and were approved by our chief executive officer. In 2020, our PC&C committee established the maximum cash bonus opportunity for each member of our senior management team for 2020 under the annual incentive program, representing a percentage of each individual’s base salary.
Given that we are a global commercial organization, annual performance reviews and the determination of base salary merit increases, annual cash incentive awards and annual equity awardsMaraganore
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Employment Agreement. Under the letter agreement, Mr. Maraganore agreed to provide consulting services to us for up to 10 hours per month, or for such additional hours as may be mutually agreed, for a given year occurthree-month period. During the three-month period, Dr. Maraganore received as full compensation for his consulting services (i) cash compensation equal to $238,200, less lawful deductions, paid in monthly installments during the period of January 1, 2022 through March 31, 2022, and (ii) a cash bonus for 2021 of $1,095,720 based on actual performance under the AIP, which was paid at the time 2021 bonuses were paid to our other executive officers. The letter agreement provides that Dr. Maraganore’s departure will be treated as a resignation for “Good Reason” or a termination without “Cause” pursuant to the terms of the Maraganore Employment Agreement, and that, in accordance with the Maraganore Employment Agreement and as additional consideration for the letter agreement, his outstanding unvested equity awards will continue to vest and be exercisable until March 31, 2024, and his outstanding vested stock options shall remain exercisable until the earlier of March 31, 2024 and the original expiration dates of such options. The letter agreement with Dr. Maraganore included a release of claims and certain other standard terms and conditions. Potential Payments Upon Termination or Change-in-Control Certain executives, including our NEOs, may be entitled to certain severance and/or change in control protections pursuant to their employment agreement, in the first quartercase of Dr. Greenstreet, or change in control agreement, in the case of each of our other NEOs, the terms of which are described below under Executive Compensation—Potential Payments upon Termination or Change-in-Control. We provide these severance and change in control arrangements because we believe that, in a competitive market for talent, severance arrangements are necessary to attract and retain high quality executives. In addition, the change in control benefit allows and incentivizes executives to maintain their focus on our business during a period when they otherwise might be distracted. CEO 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 following year. Accordingly, with respect to year-end 2020 compensation matters, our senior management team evaluated our corporate performance attermination date, and her outstanding stock options shall remain exercisable until the endearlier of 2020the second anniversary of the termination date and the individual performanceoriginal expiration dates of employees,such options; provided that in the event that a CIC occurs on or before the second anniversary of the termination date, her then-outstanding stock options will be treated in the same manner as comparedthe then-outstanding stock options held by continuing members of the company’s management board. 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 corporate goalsCIC, if higher) and (B) her target bonus for the fiscal year in which the CIC occurred; and (ii) if she was participating in our group health plan immediately prior to such termination and elects continuation coverage under COBRA, a monthly cash payment for 24 months (or the expiration of the COBRA continuation period, if earlier) equal to the monthly employer contribution we would have paid to provide the executive with health insurance if she had remained employed. In addition, following a CIC and qualifying termination of employment, all of her outstanding unvested stock | | | | | Page | 70 |
options and other stock-based awards shall immediately accelerate and become fully exercisable or nonforfeitable. If any payment and benefits to be paid or provided to Dr. Greenstreet, whether pursuant to the terms of her employment agreement or otherwise, would be subject to “golden parachute” excise taxes under the Internal Revenue Code of 1986, as amended, or the Code, the payments and benefits will be reduced to the extent necessary to avoid such excise taxes, but only if such a reduction of pay or benefits would result in a greater after-tax benefit to her. Change in Control Agreements We have entered into an individual CIC agreement with each member of our management board, and all of our other current NEOs, with the exception of our CEO. The CIC agreements entitle each executive to certain benefits in the event of certain terminations of employment with us within 12 months following a CIC (as defined in the CIC agreement). Pursuant to each CIC agreement, if an executive is terminated by us without Cause (as defined in the CIC agreement) or if an executive terminates his or her employment for Good Reason (as defined in the CIC agreement), in either case, within 12 months following a CIC, such executive will be entitled to receive (i) a lump sum cash payment equal to one and a half times the sum of: (A) his or her annual base salary in effect immediately prior to termination (or prior to the CIC, if higher) and (B) his or her target bonus for the fiscal year in which the CIC occurred; and (ii) if the executive 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 he or she had remained employed. In addition, following a CIC and qualifying termination of employment, all of an executive’s outstanding unvested stock options and other stock-based awards shall immediately accelerate and become fully exercisable or nonforfeitable. If any payment and benefits to be paid or provided to an executive, 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’s termination of employment with us for any reason prior to a CIC, (ii) an executive’s termination of employment with us after a CIC for Cause or without Good Reason or (iii) the date that year, duringis 12 months after a CIC, if the first quarterexecutive is still employed by the company. There are no other agreements with our NEOs that provide for separation pay in the event of 2021. Duringtermination of employment. Stock Ownership Guidelines We have stock ownership guidelines for our directors and our executive officers. Under these guidelines, directors (other than our CEO) are subject to a standard of having to hold equity securities having a minimum value of three times the first quarter of 2021,annual cash retainer (currently $165,000), our CEO reviewed the performanceis subject to a standard of having to hold equity securities having a minimum value of six times her base salary and all of our NEOsother executive officers are subject to a standard of having to hold equity | | | | | Page | 71 |
securities having a minimum value of three times their base salary. Each current non-employee director and all executive officers (other than the CEO), have five years from October 5, 2020 to achieve the new guidelines and newly appointed/elected persons have five years from the date of appointment/election to achieve the applicable guideline. The following forms of equity count toward the ownership guideline: shares owned outright; unvested restricted stock, restricted stock units, or RSUs (whether or not performance-based) and deferred stock units to be settled in shares; and vested but unexercised “in-the-money” stock options. The company reviews compliance annually, valuing stock at the higher of the fair market value on date of review or the trailing 90-day average. All of our directors (including our CEO) and our executive officers are currently in compliance with our ownership guidelines. Based on stockholder feedback received in 2021, our PC&C committee with input and recommendations fromevaluated the multiple for our CEO, evaluated each of these NEOs’ compensationwith assistance from Aon, and determined any increases in base salarythat it was reasonable and any annual equity awards and/or, based solely onconsistent with our performance against corporate goals, cash awards under our annual incentive program.peer group. Our PC&C committee together withis also evaluating the Chairforms of equity that count towards the ownership guideline to determine if any changes are warranted at this time. Anti-Hedging and Anti-Pledging Policy Our insider trading policy expressly prohibits all of our employees, including our NEOs, as well as our directors, from engaging in speculative transactions in our stock, including short sales, puts/calls, hedging transactions and margin accounts or pledges. Waivers of these prohibitions allowing for pre-clearance/pre-approval under certain situations are also not permitted under the policy. Clawback Policy We have a clawback policy that covers our chief executive officer and our principal financial officer, as well as all of our officers at the level of vice president and above. The policy provides that covered executives who engage in misconduct, including embezzlement, fraud, willful misconduct or breach of fiduciary duty, resulting in a financial restatement shall be required, upon the determination of our board of directors, evaluated our CEO’s individual performance. Our PC&C committee determined whether to recommendrepay the company any excess proceeds from cash and equity incentive compensation earned during the covered period prior to such financial restatement. Any clawback would be in addition to any other relief available to the full board for approval any change to the CEO’s base salary,company as well as the granta result of an annual equity award and/or a cash award under our annual incentive program. Consistent with our year-end compensation process, our PC&C committee made grants of annual equity awards and determined changes in base salary and the amount of any annual cash incentive payments, in February 2021. Accordingly, equity awards made with respect to 2020 performance were not granted until 2021, and therefore, are not reflected in the executive compensation tables for 2020. Rather, the awards reflected in the executive compensation tables for 2020 were granted in respect of 2019 performance. The 2020 awards, granted in February 2021, are reflected in the tables included in this Compensation Discussion and Analysis to provide all details of compensation related to 2020 performance. Changes in base salary of our NEOs approved in February 2021 were effective as of March 1, 2021. The cash incentive payments awarded under our annual incentive program for 2020 were paid in March 2021.such misconduct. Components of our Compensation Peer Group and Peer Selection ProcessProgram We developAs discussed above, the guiding principle of our compensation programs after reviewing publicly availableprogram is to provide a compensation datastructure that allows Alnylam to attract and subscription survey dataretain highly qualified executive talent and to motivate such executives to achieve clinical, business and financial goals that create value for stockholders in a manner consistent with our core business and leadership values. Three primary components make up Alnylam’s executive pay program: base salary, short-term cash incentives and long-term equity incentives. We do not provide our executives with supplemental retirement benefits or personal perquisites.
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Each Compensation Element Serves a Unique Purpose | | | | | | | | | | | | | | | | | | | | | Pay Element | | % of
CEO
TDC | | | % of
Other
NEO
TDC | | | At- Risk? | | Description | | Rationale | | | | | | | Base Salary | | | 6% | | | | 24% | | | | | • Fixed cash compensation targeted within the range of the market median, reflective of individual performance, skills, experience and internal equity | | • Attracts and rewards high performing executives via market competitive pay and industry norms and reflects individual performance | | | | | | | Short-Term Cash Incentives | | | 8% | | | | 16% | | | ✓ | | • Annual performance against preset goals • Payouts earned only if corporate performance exceeds 50% of preset targets • Awards capped at specified target percentage (150% for fiscal year 2021) | | • Drives company-wide and individual performance • Rewards annual performance • 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 | | | 86% | | | | 60% | | | ✓ | | • Value split 50% PSUs and 50% stock options • PSUs only vest upon achievement of clinical development, regulatory and/or commercial milestones • Stock options only have value to the extent our stock price appreciates following grant • Equity awards for 2021 performance were granted in February 2022 | | • Motivates executives to achieve multi-year strategic objectives and clinical development, regulatory and commercial milestones, and deliver sustained long-term growth • Unique position within our peer group focused on significant use of performance-based vesting for equity awards to align executive and stockholder interests through long-term value creation • Enhances retention of key talent | | | | | | | At-Risk % | | | 94% | | | | 76% | | | | | | | |
The PC&C committee is committed to ensuring that a substantial portion of executive compensation is “at-risk” and variable. As such, 94% of our CEO’s total direct compensation for 2021 and, on average, 76% of our other NEOs’ total direct compensation for 2021, is variable and directly affected by both the company’s and each NEO’s performance. In addition, for both our CEO and our other NEOs, 50% of annual equity compensation was made up of performance-based equity awards beginning in 2013. Awards with respect to 2021, which were granted in February 2022, were a mix of time-based stock options and PSUs. | | | | | Page | 55 |
*This figure excludes Mr. Tanguler’s on-hire stock option and RSU awards. Note: The figures above include the annual equity awards made in 2021 with respect to 2020 performance, as reflected in the Summary Compensation Table for 2021 compensation below. With respect to the PSUs reflected above, we assumed that as of the grant date it was probable that 100% of the performance conditions would be achieved. See Note 8 of the Summary Compensation Table below for additional information regarding the treatment of PSUs. Equity awards made for 2021 performance were granted in February 2022 and are not reflected above. Base Salary Our PC&C committee typically determines the base salary for each new executive based on the executive’s responsibilities and experience. In addition, our PC&C committee reviews and considers the level of base salary paid by companies in our peer group providedfor similar positions. Merit-based increases in base salary for all of our continuing executive officers, other than our CEO, are approved by Radford.our PC&C committee based upon a recommendation from our CEO. Any merit-based increase in base salary for our CEO is based upon an assessment of his or her performance by our PC&C committee and a review by our PC&C committee of the base salaries of chief executive officers in our peer group. Our PC&C committee recommends any changes to our CEO’s base salary to our board for review and approval. During the first quarter of 2022, our PC&C committee approved increases for 2022 base salary for each of our NEOs other than our President, Research and Development and our President and Chief Operating Officer, due to their promotions to President and to CEO, respectively, effective January 1, 2022. These increases, reflected below, were effective as of March 1, 2022 and were based upon the company’s performance against the corporate goals in 2021, as well as each NEO’s individual contribution in 2021 to the achievement of those corporate goals, and a review by our PC&C committee of the base salaries of comparable NEOs in our 2021 peer group. | | | | | Page | 56 |
The table below sets forth the 2022 and 2021 base salaries, in dollars, and the adjustment to base salaries, as a percentage, for each of our NEOs: Base Salary Adjustments | | | | | | | | | | | | | | Name* | | 2022 Base Salary($) | | 2021 Base Salary($) | | Increase(%) | | | | | | Yvonne L. Greenstreet, MBChB, MBA** | | 850,000 | | 621,915 | | | 36.7 | | | | | | Akshay K. Vaishnaw, M.D., Ph.D.** | | 725,000 | | 635,000 | | | 14.2 | | | | | | Jeffrey V. Poulton | | 610,000 | | 575,000 | | | 6.1*** | | | | | | Tolga Tanguler | | 567,600 | | 550,000 | | | 3.2 | |
| * | Dr. Maraganore resigned from the company in December 2021 and therefore, he has been excluded from the table. |
| ** | Dr. Greenstreet was appointed as our Chief Executive Officer and Dr. Vaishnaw was appointed as our President effective January 1, 2022. The adjustments to base salary reflected above were effective January 1, 2022 and represent the salaries for the new roles rather than a merit adjustment. |
| *** | Includes a market adjustment of 2.25% to address a gap in Mr. Poulton’s base salary relative to the market median. |
Short-Term Incentives—2021 Annual Incentive Program Annual cash incentives are paid to our NEOs through Alnylam’s Annual Incentive Program, or AIP. Our short-term incentive structure is intended to align NEOs’ interests directly with Alnylam’s corporate goals. In evaluatingmaking its determination regarding awards for 2021 under the total compensation ofAIP for our NEOs, our PC&C committee using information provided by Radford, establishes a peer groupand our board considered our success against pre-established 2021 corporate goals. Based on our performance in 2021, our board determined that we achieved 115% of publicly traded, nationalour corporate goals for fiscal year 2021, including all of our commercial execution and regional companies inlate-stage pipeline goals, all of our growth and growth management goals, all of our research platform goals, and the biopharmaceuticalmajority of our early- and biotechnology industries that is selected based on a balancemid-stage pipeline and strategic infrastructure goals, as well as certain of the following criteria: our “stretch” goals. | | | | | Peer Selection ConsiderationsPage | 57
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Annual Metrics and Goal Assessment The 2021 corporate goals approved by our board, the relative weightings assigned to each goal, our actual achievement during the performance period as a percentage of target and the weighted performance against these corporate goals for 2021, as approved by our PC&C committee and our full board in determining our NEOs’ compensation, were as follows: Annual Incentive Payout Matrix | | | | | | | | | | | | | | 2021 Corporate Goals | | Relative Weighting(%) | | | Actual Achievement For 2021 (As % of Target) | | | Weighted Performance(%) | | | | | | • Execute on key commercial objectives, including: | | | | | | | | | | | | | | | | | ¡ Achieve ONPATTRO, GIVLAARI, and OXLUMO success, and prepare for vutrisiran launch; focusing on patient impact; and | | | 30 | | | | 100 | | | | 30 | | ¡ Stretch Goals—Exceed more aggressive ONPATTRO, GIVLAARI and OXLUMO commercial metrics. | | | 25 | | | | 0 | | | | 0 | | | | | | • Execute on key late-stage development pipeline objectives, including: | | | | | | | | | | | | | | | | | ¡ Execute on five late-stage clinical programs, including positive Phase 3 studies and regulatory submissions, toward our Alnylam P5x25 profile; and | | | 25 | | | | 100 | | | | 25 | | ¡ Stretch Goals – Exceed certain specified pipeline advancement timelines. | | | 20 | | | | 100 | | | | 20 | | | | | | | • Advance early- and mid-stage research and development pipeline to achieve Alnylam P5x25 profile, while managing operating expenses to support transition to self-sustainability. | | | 15 | | | | 83 | | | | 12.5 | | | | | | ¡ Stretch Goal – Exceed certain specified early-stage pipeline advancement metrics. | | | 5 | | | | 0 | | | | 0 | | | | | | | • Advance key research and platform objectives, including advancement of ESC+ GaINAc Conjugate Platform and extra-hepatic platforms. | | | 5 | | | | 100 | | | | 5 | | | | | | | • Advance key capabilities and processes to support global commercial readiness objectives. | | | 5 | | | | 50 | | | | 2.5 | | | | | | • Maintain strong investment discipline by prioritizing pipeline and commercial investment opportunities and executing on plans to achieve self-sustainable financial profile consistent with Alnylam P5x25 strategy. | | | 15 | | | | 100 | | | | 15 | | | | | | | • Achieve employee growth and growth management objectives with excellence, patient focus, safety, quality and compliance. | | | 5 | | | | 100 | | | | 5 | | | | | | | Approved 2021 Corporate Performance Level for NEOs | | | 150 | | | | | | | | 115 | |
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