UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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Soliciting Material Pursuant to §240.14a-12

§240.14a-12

ALNYLAM PHARMACEUTICALS, INC.

                                                                     ��                                                                                                                                                                                                                                                     

Alnylam Pharmaceuticals, Inc.
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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LETTER FROM OUR CEO

April 2, 20213, 2023

To our Stockholders:

We invite you to attend the 20212023 Annual Meeting of Stockholders of Alnylam Pharmaceuticals, Inc., which will be held online on Tuesday,Thursday, May 18, 2021,2023, beginning at 10:8:30 a.m., Eastern Time. You may attend the meeting virtually via the Internet at www.virtualshareholdermeeting.com/ALNY2021ALNY2023, where you will be able to vote electronically and submit questions. You will need the 16-digit control number included with these proxy materials to attend the annual meeting.

The following notice of our annual meeting of stockholders contains details of the business to be conducted at the meeting. Only stockholders of record at the close of business on March 29, 202124, 2023 will be entitled to notice of, and to vote at, the annual meeting.

On behalf of our Board of Directors, thank you for your continued support and investment in Alnylam.

Very truly yours,

 

LOGOLOGO

John M. Maraganore, Ph.D.Yvonne L. Greenstreet, MBChB, MBA

Chief Executive Officer and Director

On behalf of the Board of Directors of

Alnylam Pharmaceuticals, Inc.

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NOTICE OF 20212023 ANNUAL MEETING

OF STOCKHOLDERS

 

Date:  Tuesday,Thursday, May 18, 20212023
Time:  10:8:30 a.m., Eastern Time
Place:  Online at www.virtualshareholdermeeting.com/ALNY2021ALNY2023
Record Date:  March 29, 2021.24, 2023. Only Alnylam stockholders of record at the close of business on the record date for the annual meeting are entitled to notice of, and to vote at, the annual meeting or any adjournment or postponement thereof.
Items of Business:  

1.  To elect four (4) members to our board of directors, as nominated by our board of directors, each to serve as a Class III director for a term ending in 2024,2026, or until a successor has been duly elected and qualified;

  

2.  To approve, on a non-binding advisory basis, the compensation of our named executive officers, as described in the “Compensation Discussion and Analysis,” executive compensation tables and accompanying narrative disclosures in this proxy statement;

  

3.  To recommend, in a non-binding“say-on-frequency” vote, the frequency of future advisory “say-on-pay” votes;

4.  To ratify the appointment of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as our independent auditors for the fiscal year ending December 31, 2021;2023; and

  

4.5.  To transact any other business that may properly come before the annual meeting or any adjournment or postponement thereof.

Virtual Meeting:  To participate in the annual meeting virtually via the Internet, please visit www.virtualshareholdermeeting.com/ALNY2021ALNY2023. You will need the 16-digit control number included on your proxy card or the instructions that accompanied your proxy materials. Stockholders will be able to vote and submit questions during the annual meeting.
  You will not be able to attend the annual meeting in person.
Voting:  Proposal 1 relates solely to the election of four (4) Class III directors nominated by our board of directors and does not include any other matters relating to the election of directors, including without limitation, the election of directors nominated by any stockholder of the company.

  Your vote is important regardless of the number of shares you own. Whether or not you plan to participate in the annual meeting online, we hope you will take the time to vote your shares. To assure your representation at the annual meeting, if you are a stockholder of record, please vote in one of these three ways:
  Vote Over the Internet,by going to www.proxyvote.com and entering the 16-digit control number provided on your proxy card or voting instruction form;
  Vote by Telephone, by calling 1-800-690-6903 or the number on your proxy card or voting instruction form. You will need the 16-digit control number provided on your proxy card or voting instruction form; or
  Vote by Mail, if you received printed proxy materials, by completing, signing and dating the proxy card or voting instruction form and mailing it in the accompanying pre-addressed envelope. If you vote over the Internet or by telephone, please do not mail your proxy.
  If you vote via the Internet or by telephone or mail your proxy in, you will not limit your right to vote online at the annual meeting.
  If your shares are held in “street name,” that is, held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.

 

Important Notice Regarding the Internet Availability of Proxy Materials

for the Stockholder Meeting to Be Held on May 18, 2021

This Notice of 2021 Annual Meeting, Proxy Statement, 2020 Annual Report on Form 10-K and Annual Report to Stockholders are available for viewing, printing and downloading at www.proxyvote.com

Important Notice Regarding the Internet Availability of Proxy Materials

for the Stockholder Meeting to Be Held on May 18, 2023

This Notice of 2023 Annual Meeting, Proxy Statement, 2022 Annual Report on Form 10-K and Annual Report to Stockholders are available for viewing, printing and downloading at www.proxyvote.com.

By Order of the Board of Directors,

 

LOGOLOGO

Laurie B. KeatingIndrani L. Franchini

Executive Vice President, Chief Legal Officer and Secretary

Cambridge, Massachusetts

April 2, 20213, 2023

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PROXY STATEMENT

Table of Contents

 

PROXY STATEMENT SUMMARY

   1 

IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTINGCORPORATE GOVERNANCE

   3 

CORPORATE GOVERNANCEESG

   95 

INFORMATION CONCERNING DIRECTOR NOMINEES – ELECTION OF CLASS III DIRECTORS (PROPOSAL 1)

   149 

THE BOARD OF DIRECTORS AND ITS COMMITTEES

   2724 

DIRECTOR COMPENSATION

   4037 

SECURITIES OWNERSHIP

   4442 

EXECUTIVE OFFICERS

   4845 

EXECUTIVE COMPENSATION

   5047 

SAY-ON-PAY – ADVISORY VOTE ON EXECUTIVE COMPENSATION (PROPOSAL 2)

   8889

SAY-ON-FREQUENCY – ADVISORY VOTE ON FREQUENCY OF FUTURE EXECUTIVE COMPENSATION ADVISORY VOTES (PROPOSAL 3)

91 

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS (PROPOSAL 3)4)

   9092 

AUDIT INFORMATION

   9193

IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

95 

ADDITIONAL INFORMATION AND OTHER MATTERS

   93102 

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PROXY STATEMENT SUMMARY

This summary highlights important information you will find in this Proxy Statement. As it is only a summary, please review the complete Proxy Statement before you vote.

Virtual Annual Meeting Information

 

 

 

  Date:    Tuesday,

Thursday, May 18, 20212023

  Time:    10:

8:30 a.m., Eastern Time

  Location:    Online at www.virtualshareholdermeeting.com/ALNY2021ALNY2023
    You will not be able to attend the annual meeting in person.
  Record Date:    March 29, 202124, 2023

 

Voting Items and Board Recommendations

 

      

Board

        Recommendation        

Proposal 1  Election of Four (4) Class III Directors  FOR All Nominees
Proposal 2  Say-on-Pay—Advisory Vote on Approval of Executive Compensation  FOR
Proposal 3  Say-on-Frequency—Advisory Vote on Frequency of Future Executive Compensation Advisory Votes“CHOICE 1”

(EVERY YEAR)

Proposal 4Ratification of Independent Auditors  FOR

All proxies will be voted in accordance with the instructions contained in those proxies. If no choice is specified, the proxies will be voted in favor of the matters set forth in the accompanying Notice of Meeting. On any other matters properly brought before the annual meeting, the named proxies shallmay vote in accordance with their best judgment.

 

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How to Vote

 

   

Vote Right Away Through Advance Voting Methods

 

   Vote During Meeting

Vote by Internet

Using Your Computer

 

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Vote by

Telephone

 

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Vote by

Mail

 

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Vote During the

Meeting

 

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Go to www.proxyvote.comand enter the 16-digit control number provided on your proxy card or voting instruction form.   

Call 1-800-690-6903 or the number on your proxy card or voting instruction form. You will need the 16-digit control number provided on your proxy card or voting instruction form.

 

   If you received printed proxy materials, complete, sign and date the proxy card or voting instruction form and mail it in the accompanying pre-addressed envelope.   See “Important Information About the Annual Meeting and Voting – Voting” for details on how to vote during the Annual Meeting.

 

Important Notice Regarding the Internet Availability of Proxy Materials for

the Annual Meeting of Stockholders to be Held on May 18, 20212023

We are furnishing proxy materials to our stockholders primarily via the Internet. On or about April 5, 2021,2023, we will mail to our stockholders a Notice of Internet Availability containing instructions on how to access our proxy materials, including our proxy statement and our 20202022 Annual Report. The Notice of Internet Availability also instructs you on how to submit your proxy or voting instructions through the Internet or to request a paper copy of our proxy materials, including a proxy card or voting instruction form that includes instructions on how to submit your proxy or voting instructions by mail or telephone. Other stockholders, in accordance with their prior requests, have received e-mail access to our proxy materials and instructions to submit their vote via the Internet, or have been mailed paper copies of our proxy materials and a proxy card or voting instruction form.

This Proxy Statement, our Annual Report on Form 10-K and our Annual Report to Stockholders are available for viewing, printing and downloading at www.proxyvote.com.

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020,2022, as filed with the Securities and Exchange Commission, or SEC, on February 11, 2021,23, 2023, will be furnished without charge to any stockholder upon written request to Alnylam Pharmaceuticals, Inc., 675 West Kendall Street, Henri A. Termeer Square, Cambridge, Massachusetts 02142, Attention: Investor Relations and Corporate Communications.

This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 20202022 are also available on the SEC’s website at www.sec.gov.

 

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IMPORTANT INFORMATION ABOUT THE

ANNUAL MEETING AND VOTINGCORPORATE GOVERNANCE

 

Notice and Access

We have made these proxy materials available to you on the Internet in connection with the solicitation by our board of directors of proxies to be voted at our 2021 annual meeting of stockholders to be held online on Tuesday, May 18, 2021 at 10:30 a.m., Eastern Time (ET). We have elected to provide access to our proxy materials over the Internet under the SEC’s “notice and access” rules. On or about April 5, 2021, we will mail to our stockholders a Notice of Internet Availability containing instructions on how to access our proxy materials, including our proxy statement and our 2020 Annual Report. We believe that providing our proxy materials over the Internet expedites stockholders’ receipt of proxy materials, lowers costs and reduces the environmental impact of our annual meeting. As a stockholder of Alnylam, you are invited to participate in our annual meeting virtually via the Internet, and are entitled and requested to vote on the proposals described in this proxy statement. The Notice of Internet Availability instructs you on how to submit your proxy or voting instructions through the Internet.

In accordance with the SEC rules, we may furnish proxy materials, including this proxy statement and our 2020 Annual Report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. If you would like to receive a paper copy of our proxy materials, the Notice of Internet Availability instructs you on how to request a paper copy of our proxy materials, including a proxy card or voting instruction form that includes instructions on how to submit your proxy or voting instructions by mail or telephone. Other stockholders, in accordance with their prior requests, have received e-mail access to our proxy materials and instructions to submit their vote via the Internet, or have been mailed paper copies of our proxy materials and a proxy card or voting instruction form.

Who Can Vote

To be entitled to vote, you must be a stockholder of record at the close of business on March 29, 2021, the record date for our annual meeting. As of the record date, there were 117,320,127 shares of our common stock outstanding.

If you were a stockholder of record on March 29, 2021, you are entitled to vote all of the shares that you held on that date at the annual meeting and at any postponement or adjournment thereof.

Voting Rights

Each outstanding share of our common stock will be entitled to one vote on each matter considered at the annual meeting.

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Voting

Alnylam’s stockholders may vote their shares over the Internet, by telephone or during the annual meeting by going to www.virtualshareholdermeeting.com/ALNY2021. If you requested and/or received a printed version of the proxy card, you may also vote by mail.

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By Internet. You may vote at www.proxyvote.com, 24 hours a day, seven days a week. You will need the 16-digit control number included on your proxy card or voting instruction form. Votes submitted through the Internet must be received by 11:59 p.m. ET on May 17, 2021.

By Telephone. You may vote using a touch-tone telephone by calling 1-800-690-6903, 24 hours a day, seven days a week. You will need the 16-digit control number included on your proxy card or voting instruction form. Votes submitted by telephone must be received by 11:59 p.m. ET on May 17, 2021.

By Mail. If you received printed proxy materials, you may submit your vote by completing, signing and dating each proxy card received and returning it in the prepaid envelope. Sign your name exactly as it appears on the proxy card. Proxy cards submitted by mail must be received no later than May 17, 2021 to be voted at the annual meeting.

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During the Annual Meeting. You may vote during the annual meeting by going to www.virtualshareholdermeeting.com/ALNY2021. You will need the 16-digit control number included on your proxy card or voting instruction form. If you previously voted via the Internet (or by telephone or mail), you will not limit your right to vote online at the annual meeting.

If you vote via the Internet or by telephone, your electronic vote authorizes the named proxies in the same manner as if you signed, dated and returned your proxy card. If you vote via the Internet or by telephone, do not return your proxy card.

Revoking a Proxy

If your shares are registered directly in your name, you may revoke your proxy and change your vote at any time before the annual meeting. To do so, you must do one of the following:

Vote over the Internet or by telephone as instructed above. Only your latest Internet or telephone vote is counted. You may not change your vote over the Internet or by telephone after 11:59 p.m. ET on May 17, 2021.

Sign a new proxy and submit it as instructed above. Only your latest dated proxy, received by no later than May 17, 2021, will be counted.

Participate in the annual meeting virtually via the Internet and vote again. Participating in the annual meeting will not revoke your Internet vote, telephone vote or proxy, unless you vote again.

Note that if your shares are held in “street name,” you may submit new voting instructions by contacting your bank, broker or other nominee.

Discretionary Voting Authority

If your shares are registered directly in your name, you are a “stockholder of record” who may vote at the meeting. As the stockholder of record, you have the right to direct the voting of your shares by voting over the Internet, by telephone, by returning your proxy or by voting online during the annual meeting at www.virtualshareholdermeeting.com/ALNY2021.

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If your shares are held in an account at a bank or at a brokerage firm or other nominee holder, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your bank, broker or other nominee who is considered the stockholder of record for purposes of voting at the annual meeting. As the beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote your shares and to participate in the virtual annual meeting. You will receive instructions from your bank, broker or other nominee explaining how you can vote your shares and whether they permit Internet or telephone voting. Follow the instructions from your bank, broker or other nominee included with these proxy materials, or contact your bank, broker or other nominee to request a proxy form. We encourage you to provide voting instructions to your bank, broker or other nominee by giving your proxy to them. This ensures that your shares will be voted at the annual meeting according to your instructions. You will not be able to vote shares you hold in “street name” at the annual meeting; instead you must instruct your bank, broker or other nominee in advance of the meeting.

Note that under New York Stock Exchange, or NYSE, rules, if you hold shares through a bank, broker or other institution and you do not provide your voting instructions to them at least ten days before the annual meeting, that firm has the discretion to vote your shares on proposals that the NYSE has determined are routine. Such firm will not have the discretion to vote your shares on proposals that the NYSE has determined are non-routine. A “broker non-vote” refers to a share represented at the meeting held by a broker, as to which instructions have not been received from the beneficial owner or person entitled to vote such shares and with respect to which, on one or more but not all matters, the broker does not have discretionary voting power to vote such share.

Participating in the Virtual Annual Meeting

This year our annual meeting will be a completely virtual meeting. There will be no physical meeting location. The meeting will only be conducted via live webcast.

To participate in the virtual meeting, visit www.virtualshareholdermeeting.com/ALNY2021 and enter the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. You may begin to log into the meeting platform beginning at 10:15 a.m. ET on May 18, 2021. The meeting will begin promptly at 10:30 a.m. ET on May 18, 2021.

If you wish to submit a question, you may do so in two ways. If you want to ask a question before the meeting, then beginning on April 2, 2021 and until 11:59 p.m. ET on May 17, 2021, you may log into www.proxyvote.com and enter your 16-digit control number. Once past the login screen, click on “Questions for Management,” type in your question, and click “Submit.” Alternatively, if you want to submit your question during the meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/ALNY2021, type your question into the “Ask a Question” field, and click “Submit.”

Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. The meeting is not to be used as a forum to present personal matters, or general economic, political or other views that are not directly related to the business of Alnylam and the matters properly before the meeting, and therefore questions on such matters will not be answered.

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Any questions pertinent to meeting matters that cannot be answered during the meeting due to time constraints will be posted online and answered at http://investors.alnylam.com/shareholder-services/annual-meeting. The questions and answers will be available as soon as practical after the meeting and will remain available until one week after posting.

If you encounter any technical difficulties with the virtual meeting platform on the meeting day, please call 1-855-449-0991 (Toll Free) or 1-720-378-5962 (International Toll). Technical support will be available starting at 10:00 a.m. ET on May 18, 2021 and will remain available until thirty minutes after the meeting has finished.

Requirements for a Meeting Quorum

A majority of our outstanding shares of common stock must be present to hold the annual meeting and conduct business. This is called a quorum. For purposes of determining whether a quorum exists, we count as present any shares that are voted over the Internet, by telephone, by completing and submitting a proxy, or that are represented online at the meeting, as well as any abstentions and broker non-votes. If a quorum is not present, we expect to adjourn the annual meeting until we obtain a quorum.

Vote Required to Approve Each Item on the Proxy

You may vote “for,” “against” or “abstain” on each of the proposals being placed before our stockholders. Abstentions and broker non-votes are included in the determination of the number of shares present at the annual meeting for determining a quorum at the meeting, but they are not counted as shares cast. Accordingly, abstentions and broker non-votes, if any, would have no effect on the vote for any of the Proposals to be considered at the annual meeting, because these Proposals are based on a percentage of the votes that are actually cast at the annual meeting.

Proposal 1 – Election of Four (4) Class II Directors

With respect to the election of directors (Proposal 1), each nominee presented in Proposal 1 must be elected by a majority of the votes either cast online or by proxy at the annual meeting. Nominees are elected by a majority vote for non-contested director elections. Because the number of nominees properly nominated for the annual meeting is the same as the number of directors to be elected, the election of directors at this annual meeting is non-contested. If the number of votes FOR a nominee exceeds the number of votes AGAINST a nominee (among votes properly cast by stockholders who are either present online or represented by proxy), then the nominee will be elected.

With respect to Proposal 1, you may:

vote FOR all nominees;

vote FOR one or more nominee(s) and AGAINST one or more of the other nominee(s);

vote AGAINST all nominees; or

ABSTAIN from voting for or against one or more nominee(s).

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Proposal 2 – Non-binding Advisory Vote on the Compensation of Our Named Executive Officers

To approve Proposal 2, stockholders holding a majority of the votes either cast on the matter online or by proxy at the annual meeting must vote FOR the approval of the compensation of our named executive officers, as described in the “Compensation Discussion and Analysis,” executive compensation tables and accompanying narrative disclosures in this proxy statement.

As an advisory vote, this proposal is not binding. The outcome of this advisory vote will not overrule any decision by us or our board of directors (or any committee thereof). However, our people, culture and compensation committee (sometimes referred to in this proxy statement as our PC&C committee) and our board of directors value the opinions expressed by our stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

Proposal 3 – Ratification of Appointment of Independent Auditors

To approve Proposal 3, stockholders holding a majority of the votes either cast on the matter online or by proxy at the annual meeting must vote FOR the proposal.

Although stockholder approval of our audit committee’s appointment of PricewaterhouseCoopers LLP as our independent auditors for the year ending December 31, 2021 is not required, we believe that it is advisable to give stockholders an opportunity to ratify this appointment. If this proposal is not approved at the annual meeting, our audit committee will reconsider its appointment of PricewaterhouseCoopers LLP as our independent auditors for the year ending December 31, 2021.

Other Matters to be Voted On

The board of directors is not aware of any other issue or matter that may come before the annual meeting other than the election of four (4) Class II directors, the non-binding advisory vote on the compensation of our named executive officers and the ratification of the appointment of our independent auditors. If any other matters are properly presented at the annual meeting, the persons named in the accompanying proxy intend to vote, or otherwise act, in accordance with their best judgment on the matter.

Vote Results

Preliminary voting results will be announced at the annual meeting. We expect to report the voting results in a Current Report on Form 8-K within four business days following the adjournment of our annual meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the annual meeting, we intend to file a Current Report on Form 8-K to publish preliminary results and, within four business days after the final results are known to us, to file an additional Current Report on Form 8-K to publish the final results.

Inspector of Election

The inspector of election and the tabulator of all proxies, ballots and voting tabulations that identify stockholders are independent and are not Alnylam employees.

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Cost of Soliciting Proxies

We will bear the cost of soliciting proxies. In addition to these proxy materials, our directors, officers and employees may solicit proxies by telephone, e-mail, facsimile and in person, without additional compensation. We have also retained Alliance Advisors LLC to solicit proxies by mail, courier, telephone and facsimile and to request brokers, custodians and fiduciaries to forward proxy soliciting materials to the owners of stock held in their names. For these services, we paid a fee of approximately $25,000, plus expenses. We may reimburse brokers or persons holding stock in their names, or in the names of their nominees, for their expenses in sending proxies and proxy materials to beneficial owners.

Alnylam’s 401(k) Savings Plan

You may give voting instructions for the number of shares of Alnylam common stock equal to the interest in Alnylam common stock credited to your 401(k) plan account as of the record date. To vote these shares, complete and return the proxy card to Broadridge Financial Solutions, Inc. The 401(k) plan trustee will vote your shares according to your instructions. Only Broadridge and its affiliates or agents will have access to your individual voting instructions. You may revoke previously given voting instructions by filing with the trustee either a written revocation or a properly completed and signed proxy bearing a later date. To vote your 401(k) plan shares, you must provide your voting instructions to Broadridge before 11:59 p.m. ET on May 13, 2021, for your proxy to be valid and your vote to count. If you do not provide voting instructions to the 401(k) plan trustee, the 401(k) plan trustee will not vote your shares.

Householding of Annual Meeting Materials

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our proxy statement and annual report to stockholders may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of either document to you upon written or oral request to Alnylam Pharmaceuticals, Inc., 675 West Kendall Street, Henri A. Termeer Square, Cambridge, Massachusetts 02142, Attention: Investor Relations and Corporate Communications, telephone: (617) 551-8200. If you want to receive separate copies of the proxy statement or annual report to stockholders in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address and phone number.

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CORPORATE GOVERNANCE

General

We believe that good corporate governance is important to ensure that Alnylam is managed for the long-term benefit of our stockholders. This section describes key corporate governance practices that we have adopted.

Corporate Governance Strengths

We are committed to exercising good corporate governance practices. We believe that good governance promotes the long-term interests of our stockholders and strengthens the accountability of our board of directors and management. The highlights of ourOur corporate governance practices include the following:are primarily designed to:

 

Enhance Independent    
Oversight

Increase Accountability    
to Stockholders

Ensure a Fit-for-Purpose    
Board

Align Interests with
Long-Term Stockholders  

11 of 13 directors (85%) are independent

Majority vote standard for uncontested director elections, with a director resignation policy

Commitment to ensuring the board represents diversity of tenure, gender, race/ethnicity, experience and skills

One vote per share

Strong stock ownership guidelines for directors and executives

All board committees are 100% independent

Regular board and committee self-evaluations

Regular evaluation of board and committee composition and organization

Robust clawback policy applies to both cash and equity incentives

Independent board chair transition completed January 2023

Independent directors hold regular executive sessions

Annual advisory approval of executive compensation

Regular assessment of external commitments, potential conflicts of interest and time commitments of directors

No margin accounts, pledging or hedging of company shares

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10 out of 11 of our current directors are independent;Corporate Governance Materials

Independent directors hold regular executive sessions;

All board committees are comprised solely of independent committee members;

Our board of directors is diversehas adopted corporate governance guidelines to assist in termsthe exercise of tenure, gender, experienceits duties and skills;

Weresponsibilities and to serve the best interests of Alnylam and our stockholders. These guidelines provide a framework for the conduct annual board and committee self-evaluations;

Our fullof our board of directors and its committees participate in risk oversight;directors’ business.

OurThe board of directors and its committees may engage outside advisors independently of management;

Our independent compensation consultant reports directly to our PC&C committee;

We have a clawback policy for recoupment of excess proceeds from cash and equity incentive compensation;

We have majority voting in the election of directors in uncontested elections, with a director resignation policy;

Stock ownership guidelines for directors (including our chief executive officer) and our executive officers help to align directors and officers with stockholder interests;

We have a strict policy of no pledging or hedging of company shares; and

We seek annual advisory approval of executive compensation by stockholders.

Corporate Governance Materials

We havehas also adopted a code of business conduct and ethics, which applies to all of our officers, directors and employees, as well asand has adopted charters for our audit committee, our people, culture and compensation committee (sometimes referred to in this proxy statement as our PC&C committee,committee), our nominating and corporate governance committee, and our science and technology committee. We have also adopted corporate governance guidelines.

We have posted copies of these documents on the Corporate Governance page of the Investors section of our website, www.alnylam.com. We intend to disclose on our website any amendments to, or waivers from, our code of business conduct and ethics required to be disclosed by law or Nasdaq Global Select Market listing standards.

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Transition of Executive Chair Role

Corporate Governance Guidelines

Our boardIn early January 2023, Michael W. Bonney transitioned from the role of directors has adopted corporate governance guidelines to assist in the exercise of its duties and responsibilities and to serve the best interests of Alnylam and our stockholders. These guidelines, which provide a framework for the conductexecutive chair of our board, of directors’ business, provide that:

where he was focused on integrating the ethics and compliance function at the company, a role he assumed for just over a year during which the company appointed a new chief ethics and compliance officer, to serve as a non-independent director on the board, and Amy W. Schulman, our former lead independent director, was appointed by the board of directors’ principal responsibility is to oversee the management of Alnylam;

a majorityserve as chair of the members of our board shall be independent directors;

at least annually, our board shall make an affirmative determination regarding the independence of each director;

the independent directors meet regularly in executive session;

directors have full and free access to management and, as necessary and appropriate, independent advisors;

annually, our board and its committees will conduct a self-evaluation to determine whether they are functioning effectively;

our nominating and corporate governance committee will evaluate the composition, organization and governance of our board of directors and its committees and identify individuals qualified to become board members;

our nominating and corporate governance committee will review annually the external commitments of our board members to evaluate any potential conflicts of interest; and

our nominating and corporate governance committee will review all proposed external commitments of our executive officers to evaluate any potential conflicts of interest and confirm that external time commitments are appropriate relative to the executive’s responsibilities to the company.

Second Amended and Restated Bylaws – Federal Forum Selection Provision

In response to a recent decision in the Delaware Supreme Court validating federal forum selection provisions, and the dramatic increase in class action lawsuits brought in state court under the Securities Act of 1933, as amended, or Securities Act, often in parallel with a federal court securities class action case arising from the same general facts, in the fourth quarter of 2020, our board reviewed the exclusive forum provision of our bylaws from a legal and policy perspective. In weighing the potential benefits and countervailing factors of including a federal forum selection provision in our bylaws, our board determined that the inclusion of a federal forum selection provision would reduce the costs of defending duplicative Securities Act cases in state and federal courts as we are currently doing in federal district court in Massachusetts and state court in New York. In addition, our board found that the inclusion of a federal forum selection provision would also allow for the avoidance of state court forum shopping and could provide us efficiencies in managing the procedural aspects of securities litigation.

After weighing the various factors, our board determined that it was in the best interests of Alnylam and its stockholders to include a federal forum selection provision in our bylaws. On November 2, 2020, our board approved our Second Amended and Restated Bylaws, or Bylaws, which were amended to (i) make clarifying changes to the exclusive forum provision providing that the Court of Chancery of the State of Delaware shall be the exclusive forum for certain state law claims, and (ii) designate the federal district courts of the United States of America as the sole and exclusive forum for any litigation arising under the Securities Act.board.

 

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ESG

Corporate Responsibility

Corporate Responsibility

Every day we focus on transforming the lives of patients with devastating rare or common diseases. With their needs at the forefront, we strive to give patients the opportunity to live healthier lives. Guided by our core values, our commitment to advancing breakthrough science and to making our medicines available to patients in an equitable way are central to how we operate and are foundational to our approach to Corporate Responsibility, or CR.

Beyond our commitment to patients, we recognize and embrace a range of other responsibilities, including advancing science; hiring, supporting, and developing a diverse group of employees; serving our local communities; protecting our planet; and operating our business in an ethical, compliant and accountable manner.

Governance

Our board sets the tone for governance across our company. Our nominating and corporate governance committee provides direct oversight of and engagement with our CR and ESG-related matters. Our executive leadership team is also directly involved in CR through focus-area-specific teams that advance our work on a regular basis.

We have a CR Steering Committee structure that aligns key working groups for each of our CR pillars. Each pillar’s working group is led by a Chair or Chairs who are also members of the CR Steering Committee and key leaders from various areas of the company whose responsibilities align with each pillar. These dedicated professionals oversee, develop strategy for, and review reporting and key performance indicators surrounding their individual pillars. By utilizing a cross-functional, team-based approach to CR, we continuously seek to integrate these strategies into our existing business initiatives.

In 2022, our CR Steering Committee built on the learnings from a 2021 materiality study and worked to further align our CR structure with our P5x25 corporate strategy. As the company considers its role in becoming a top-tier biotech by 2025, our CR Steering Committee analyzed the expectations of an industry leader in CR as well. We continued to invest in and formalize our CR program, identified the issues material to stakeholders and developed action plans accordingly.

Corporate

Responsibility Pillars

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Patients: We strive to improve patients’ lives and enable access to potentially life-changing treatments

Science: We advocate for science and innovation to address critical health and social issues

Employees: We foster an open, diverse culture where employees feel included, supported, and heard

Communities: We actively engage people in tackling the world’s most pressing community and health equity challenges

Planet: We seek to improve the health and sustainability of our planet

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Continued Investment in ESG and Corporate Responsibility

•    Continue to publish annually our CR report aligned with SASB Biotechnology & Pharmaceuticals Standard and GRI Standard: Core Option framework

•    Calculated our Scope 1 and Scope 2 GHG emissions and selected three Scope 3 emissions categories to begin our Scope 3 process

•    Quantified our global water and waste footprint

•    Expanded our Alnylam Challengers Signature Social Impact Program to Europe

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 have 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.

Through various patient access programs, we aim to ensure patients gain access to our commercially available therapeutics and investigational drugs for treatment outside clinical trials when no comparable or satisfactory alternative therapy options are available. In addition, we work to ensure patients can access diagnostic resources and genetic testing that might open doors to treatment. Our key programs include:

•   Alnylam Assist® offers personalized services helping patients understand insurance coverage for therapy, informing them of options and eligibility for financial support, providing materials to start conversations with physicians and family members, and sharing information on patient advocacy organizations and other resources.

•   Alnylam’s Compassionate Use Policy outlines when we will consider providing treatment for an individual patient outside a clinical trial. We evaluate all requests in a fair and equitable manner. We are privileged to collaborate with providers and clinical investigators, and we understand there are at times seriously ill patients who are not eligible for clinical trials but may not have options for alternative therapies.

•   Alnylam Act® provides an option for no-charge, third-party genetic testing and counseling for people with a family history or suspected diagnosis of certain genetic diseases.

• Alnylam works with key genetic testing partners around the world to provide patient and physician education and spread knowledge about the resources available for patients to help those at risk, or drive earlier, more accurate diagnosis.

2022 Patient Access Highlights

3,775+

patients receiving our RNAi

therapeutics globally

~700

patients worldwide receiving our therapeutics under Compassionate

Use and early access

$0 Out-of-Pocket

costs for a majority of patients

350+

U.S. patients enrolled in commercial copay programs

60+

Value-Based Agreements with

U.S. payers

1,000+

U.S. patients enrolled in Alnylam Assist®

4.8

on a 5.0 scale in overall patient satisfaction surveys

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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.

In 2022, our cross-functional Diversity, Equity and Inclusion, or DEI, teams continued work aligned with our Action Plan for Diversity, Equity and Inclusion. This plan is centered on five key areas of focus, four internal and one external: employee education and development, talent acquisition and management, workplace policies, employee engagement, and patient and community engagement. Our Chief DEI Officer and her team lead this work, with the collaboration of every department across the company.

As a result of our efforts in 2022, we:

Exceeded our goal of increasing the number of Black or African American and Hispanic or Latino individuals in our U.S. employee base by 20% YOY

Set a 2023 goal to increase our employee base of Black or African American and Hispanic or Latino individuals by an additional 20% YOY

Added a housing stipend to our internship offerings to remove cost barriers of gaining experiential learning opportunities at the company, and set a goal to bring at least 50% of our intern community from partners that work with under-represented students including Thrive Scholars, Life Science Cares, and Historically Black Colleges and Universities

With the launch of our supplier diversity program, we completed all of the goals of the MassBio CEO Pledge that we joined in 2020 focused on six areas of DEI focus – leaders and executive culture, inclusive company culture, recruitment, retention and development, accountability and sustainability, and supplier diversity

Awarded #1 on Boston Globe’s “Top Places to Work” in 2022; included for the eighth consecutive year on this list

Global Employee Snapshot 2022*

  Alnylam Employees

  Total employees

2,011

  Total U.S. employees

1,573
  Global Gender Diversity

  Female

53%

  Male

47%
  Racial Diversity of U.S. Workforce**

  American Indian or Alaska

  Native or Pacific Islander

0%

  Asian

22%

  Black or African American

6%

  Hispanic or Latino

6%

  Two or more races

3%

  White

63%
  Alnylam’s Management

  Executives

10

  Female executives

  3

  Executives from

  underrepresented

  populations***

  5

* All diversity statistics based on totals collected in December 2022.

** 15% 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

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Environmental Sustainability

As a biopharmaceutical company focused on improving the health of humanity, we have an important role to play in creating a more sustainable planet. We know that public health is inextricably linked to our planet’s health. In 2021, we shared publicly for the first time our Scope 1 and Scope 2 greenhouse gas emissions, our total energy consumption, and information regarding our waste streams across offices, labs, and manufacturing facilities.

In 2022, we continued to refine these processes and decrease our environmental impact by:

Collecting baseline water usage data across our footprint;

Continuing to calculate our Scope 1 and Scope 2 GHG emissions and selecting three Scope 3 emissions categories;

•

Utilizing the WRI GHG Protocol and ISO 14064-1 standards to quantify GHG emissions from all our facilities and vehicles as well as purchasing electricity, steam, and water;

Completing the process of independent third-party verification of baseline data and in process of verification of 2022 GHG emissions and waste management data;

Realizing carbon-neutrality for the 228 vehicles in our U.S. fleet, through the EMKAY goGREEN Program, where we purchased carbon offset options equivalent to vehicle carbon emissions; and

•

Partnering with Food for Free and Furniture Trust to divert unused office equipment to non-profits in need of supplies.

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 core values,nominating and corporate governance committee, we continue to invest in cybersecurity and data privacy resources. In 2022, we:

Formed a dedicated data governance committee comprised of leaders from information security, technology and intellectual property. This committee has created policies and procedures regarding data collection, retention, storage, and destruction that will execute across all business units in 2023;

Continued activities during Data Privacy Week in January and Security Awareness Month in October with dedicated privacy training and expanded regular privacy-related communications for employees; and

Continued to grow our commitment to advancing breakthrough science and to making our medicines available to patients in an equitable way are central to how we operate and are foundational to our approach to Corporate Responsibility.

Beyond our commitment to patients, we recognize and embracePrivacy Champions Network, a range of other responsibilities, including advancing science; hiring, supporting, and developing a diversecross-functional group of employees; servingemployees responsible for taking appropriate steps to ensure data privacy guidelines are met in each of their respective departments.

For additional information please view our local communities; protecting our planet; and operating our business in an ethical, compliant and accountable manner.

In 2020, stemming from our core values, we took an integrated and intentional approach to2022 Corporate Responsibility launching a new strategic framework to formalize and structure our activities. In addition, in March 2021, we released our first Corporate Responsibility Summary, formalizing the management, tracking and communication of our environmental, social and governance standards worldwide. The summary is available on our website, www.alnylam.com, under the “Corporate Responsibility” section. The contents of the Corporate Responsibility Summary are not deemed to be part of this proxy statement or incorporated by reference herein.

Patient Access

For patients and society to benefit from the therapies we develop, we believe they must be available to those who will benefit from them. We strive to improve patients’ lives and enable access to potentially life-changing treatments, and recognize that affordability of medicines and access to treatment is a concern for patients and for the overall health care ecosystem. As part of our Patient Access Philosophy, we are committed to responsible pricing for all our products that reflects the value delivered to patients, caregivers, and society. We also 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 addition, we believe we have also been at the forefront of developing innovative agreements and partnerships that are designed to improve population health and patient access, as well as outcomes-based and risk-sharing approaches that directly link the price of our therapeutics to their effectiveness. Our dedication to value-based pricing guarantees that insurers and patients pay for a drug only when it has been shown to work. Since becoming a commercial company in 2018, we have forged over 30 value-based arrangements with public and private U.S. insurers.

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.Report.

 

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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 Snapshot

  Employee DataAs of December 31, 2020  

  Total employees

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 on self-reporting by 68% of U.S. employees on race and ethnicity, as 32% surveyed did not disclose

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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base by 20%. A specific initiative we undertook in 2020 to support diverse communities was to identify Minority Depository Institutions, or MDIs, where we could deposit some of our monies, consistent with our investment policy, to create an income stream for MDIs. In early 2021, we identified a money market fund that meets the applicable criteria under 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. Additional priorities in 2021 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.

Environmental Sustainability

We cannot overstate the vital connection between 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 contributors 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. We know that the impacts of GHG emissions on climate change pose short- and long-term risks 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. 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 tools to collect and monitor critical data needed 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 determine targets to drive our 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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INFORMATION CONCERNING DIRECTOR NOMINEES –

ELECTION OF CLASS III 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. Our pioneering work has delivered the world’s first and only approved RNAi therapeutics — ONPATTRO® (patisiran) in 2018, GIVLAARI® (givosiran) in 2019, OXLUMO® (lumasiran) in 2020, and AMVUTTRA® (vutrisiran) in 2022. We are advancing a deep pipeline of innovative RNAi-based medicines. We 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,April 2022, Dr. Steven M. Paul resigned from our board of directors. 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, our board of directors reduced its size from eleven members to ten members, effective as of April 16, 2022. In August 2022, our board of directors expanded its size from ten to eleven directors and elected Dr. Elliott Sigal as a Class I director to fill the vacancy. Dr. Sigal’s term expires at the 2023 annual meeting. In January 2023, our board of directors expanded the size of our board from eleven to twelve directors and elected Dr. Olivier BrandicourtCarolyn R. Bertozzi as a Class III director to fill the vacancy. Dr. Bertozzi’s term expires at the 2025 annual meeting. In March 2023, our board of directors again expanded the size of our board from twelve to thirteen directors and elected Peter N. Kellogg as a Class II director to fill the vacancy, effective March 2, 2020. Dr. Brandicourt’s7, 2023. Mr. Kellogg’s term expires at thisthe 2024 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 2020 annual meeting, and our board of directors accepted his resignation, 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 approved a reduction in the size of the board from twelve to eleven members, effective upon Dr. Schimmel’s resignation in May 2020.

At the annual meeting, we are proposing the election of four (4) Class III directors to hold office until the annual meeting of stockholders to be held in 2024,2026, 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 DennisMichael W. Bonney, Yvonne Greenstreet, MBChB, MBA, Phillip A. Ausiello,Sharp, Ph.D. and Elliott Sigal, M.D., Olivier Brandicourt, M.D., Marsha H. Fanucci and David E.I. PyottPh.D. for election to the board of directors as Class III directors. Mr. Bonney and Drs. AusielloGreenstreet, Sharp and Brandicourt, Ms. Fanucci and Mr. PyottSigal are currently serving as Class III directors. Dr. AusielloMr. Bonney has served as a director since 2012,2014, Dr. BrandicourtGreenstreet has served as a director since 2020, Ms. Fanucci has served as director since 2010 and Mr. Pyott2021, Dr. Sharp has served as a director since 2015.2002, and Dr. Sigal has served as a director since 2022. The persons named in the enclosed proxy will vote to elect each nominee for Class III director unless the proxy is marked otherwise. Mr. Bonney and Drs. AusielloGreenstreet, Sharp and Brandicourt, Ms. Fanucci and Mr. PyottSigal 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.

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Each nominee for Class III 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 III directors elected at this year’s annual meeting will serve as members of our board until the 20242026 annual meeting of stockholders, or until their respective successors are duly elected and qualified.

 

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BOARD RECOMMENDATION

Our board of directors unanimously recommends a vote “FOR” the election of each of Mr. Bonney and Drs. AusielloGreenstreet, Sharp and Brandicourt, Ms. Fanucci and Mr. PyottSigal as a Class III director.

 

 

Set forth below for each continuing director, including the Class III director nominees, is information as of March 15, 20212023 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 CEO, Dr. Maraganore, isGreenstreet, and our former executive chair, Mr. Bonney, 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.

 

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Class II—I—Directors/Nominees to be elected at the 20212023 annual meeting (terms expiring in 2024)2026)

 

 Dennis A. Ausiello, M.D. Michael W. Bonney

Non-Independent Director

 

Committees:

•  Nominating and Corporate Governance Committee

•  Science and Technology Committee

Director since: 20122014

Age: 7564

  

Dr. AusielloMr. Bonney has served as a member of our board of directors since April 2012.December 2014 and previously served as chair of our board from December 2015 to August 2021 and as executive chair of our board from August 2021 to January 2023.

Experience, Expertise and Qualifications

Mr. Bonney previously served as the Chair of the board of directors of Kaleido Biosciences, Inc., a biotechnology company, from June 2017 until August 2021. Between August 2018 and October 2020, he served as Kaleido’s Executive Chair, and served as Kaleido’s Chief Executive Officer from June 2017 until August 2018. Mr. Bonney was a Partner at Third Rock Ventures, a healthcare venture firm, from January to July 2016. Mr. Bonney previously served as the Chief Executive Officer and a member of the board of directors of Cubist Pharmaceuticals, Inc., a biopharmaceutical company (now a wholly-owned subsidiary of Merck & Co., Inc.), from June 2003 until his retirement in December 2014. From January 2002 to June 2003, he served as Cubist’s President and Chief Operating Officer.

Mr. Bonney previously served as the Chair of the board of directors of Magenta Therapeutics, Inc. and as a director of Bristol-Myers Squibb Company, Celgene Corporation (which was acquired by Bristol-Myers Squibb), Syros Pharmaceuticals, Inc. and Sarepta Therapeutics, Inc.

Key Contributions to the Board

Mr. Bonney possesses over 30 years of operational, commercial and senior management experience in the biopharmaceutical industry, including his long tenure as the Chief Executive Officer and a director of Cubist. Mr. Bonney also has a keen understanding of the interplay between management and the board and is well-versed in the current best practices in corporate governance and ethics and compliance matters. His breadth of experience and deep commercial background enable him to make significant contributions to our board as we continue to enhance our ethics and compliance function 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: 60

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 The American Funds. Dr. Greenstreet previously served on the board of directors of argenx SE, Indivior PLC, Pacira BioSciences, Inc. 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-tier biotech company 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: 78

Dr. Sharp is a scientific founder of Alnylam and Nobel Prize recipient, and has served as a member of our board of directors since June 2002. As required by our corporate governance guidelines, Dr. AusielloSharp offered his resignation to the nominating and corporate governance committeeboard of directors upon reaching the age of 75. After considering Dr. Ausiello’sSharp’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’sSharp’s resignation and is recommending Dr. AusielloSharp for re-election as a director.

 

Experience, Expertise and Qualifications

Dr. Sharp is an Institute Professor Emeritus at the David H. Koch Institute for Integrative Cancer Research, Massachusetts Institute of Technology (MIT), and was the Founding Director of the McGovern Institute for Brain Research at MIT. Dr. Sharp has been a professor at MIT since 1974. He is a member of the National Academy of Sciences, the National Academy of Medicine and the American Academy of Arts and Sciences.

Dr. Sharp also serves as a director of Vir Biotechnology, Inc. and formerly served as a director of Syros Pharmaceuticals, Inc. and Biogen Inc., which he co-founded in 1978.

Key Contributions to the Board

Dr. Sharp, a leading researcher in molecular biology and biochemistry, brings to our board a fundamental understanding of the core scientific principles of our business. Dr. Sharp received the Nobel Prize for Physiology or Medicine in 1993, received numerous awards and honorary degrees for his scientific work, and served on many advisory boards for the government, academic institutions, scientific societies and companies. Dr. Sharp also has strategic expertise based upon his role as a co-founder and former director of Biogen. As one of our scientific founders, Dr. Sharp’s insight and scientific expertise are invaluable assets to our board when evaluating our strategy and unique challenges as 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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 Elliott Sigal, M.D., Ph.D.

Independent Director

Director since: 2022

Age: 71

Experience, Expertise and Qualifications

Dr. Sigal served as Chief Scientific Officer of Bristol-Myers Squibb, or BMS, from October 2004 to June 2013 and as a member of the board of directors from March 2011 to June 2013. Dr. Sigal joined BMS in 1997 and held positions of increasing responsibility in drug discovery and development and was a member of the executive committee from September 2001 through June 2013. Prior to BMS, he was Vice President of R&D and Chief Executive Officer for the genomics firm Mercator Genetics Inc. He served as a senior advisor to the healthcare team of New Enterprise Associates from 2014 to 2023. Dr. Sigal currently serves as co-chair of the Scientific Advisory Board for Amgen, Inc. Dr. Sigal also serves as director of Adaptimmune Therapeutics plc, Surface Oncology Inc. and Vir Biotechnology, Inc.

Key Contributions to the Board

Dr. Sigal possesses extensive experience in the biopharmaceutical industry, including decades of senior leadership and board experience at biopharmaceutical companies. Dr. Sigal’s experience bringing numerous medicines to market in multiple therapeutic areas including cardiometabolic disease, infectious disease, inflammatory disease, neuroscience and oncology brings valuable experience to our board as we continue to advance our RNAi therapeutics to transform the lives of patients afflicted with rare and prevalent diseases with unmet need.

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Class II—Directors Whose Terms Expire in 2024

 Dennis A. Ausiello, M.D.

Independent Director

Committees:

•  Nominating and Corporate Governance Committee

•  Science and Technology Committee

Director since: 2012

Age: 77

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., Rani Therapeutics Holdings, Inc. and Spexis AG 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: 6567

  

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. Dr. Brandicourt also serves as a director of BenevolentAI.

 

Key Contributions to the Board

Dr. Brandicourt has over 30 years of global commercial experience in the biopharmaceutical industry, including as a senior leader of three 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 and people, culture and compensation committees, 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: 6769

  

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,Forma Therapeutics Holdings, Inc., and MomentaIronwood 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: 6769

  

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 as 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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 Peter N. Kellogg

Independent Director

Director since: 2023

Age: 66

Experience, Expertise and Qualifications

Mr. Kellogg served as Executive Vice President and Chief Corporate Strategy Officer of Celgene Corporation from 2018 to 2019, and had previously served as Executive Vice President and Chief Financial Officer of Celgene since August 2014. Prior to that, Mr. Kellogg was Chief Financial Officer and Executive Vice President of Merck & Co. Inc. from 2007 to 2014. From 2000 to 2007, Mr. Kellogg served as Chief Financial Officer and Executive Vice President of Finance at Biogen, Inc. Before that, he served as Senior Vice President, PepsiCo E-Commerce at PepsiCo Inc. from March to July 2000 and as Senior Vice President and Chief Financial Officer, Frito-Lay International, from 1998 to 2000.

Mr. Kellogg also serves as a director of Idorsia Ltd. and previously served as a director on the board of Yield10 Bioscience.

Key Contributions to the Board

Mr. Kellogg is a proven business, strategic and financial leader who brings to our board over 20 years of experience scaling, strategic transactions, and leading biotechnology companies. Mr. Kellogg’s background includes executive management roles with responsibility for core financial functions, including investor relations, corporate strategy, business development and alliance management. Mr. Kellogg oversaw Biogen’s merger with IDEC (Rituxan share), Fumapharm (Tecfidera), Merck’s acquisition of Schering-Plough (Keytruda), and Celgene’s sale to BMS. Mr. Kellogg’s financial expertise and experience in strategic transactions and organizational scaling will help advance our leading scientific capabilities and commercial performance as we continue on the path to achieving our Alnylam P5x25 strategy, and position him well to serve as a member of our board.

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Class III—Directors Whose Terms Expire in 20222025

 

 Carolyn R. Bertozzi, M.D.

Independent Director

Director since: 2023

Age: 56

Experience, Expertise and Qualifications

Dr. Bertozzi has served as the Anne T. and Robert M. Bass Professor of Chemistry at Stanford University since 2015 and as the Baker Family Director of Stanford’s Sarafan ChEM-H Institute since 2021. Since 2000, Dr. Bertozzi has also served as an Investigator at the Howard Hughes Medical Institute. From 1996 to 2015, she was a professor of Chemistry and Molecular and Cell Biology at the University of California, Berkeley. Dr. Bertozzi was jointly awarded the 2022 Nobel Prize in Chemistry and the 2022 Wolf Prize in Chemistry. She is a member of the National Academy of Sciences, the National Academy of Medicine and National Academy of Inventors, as well as the Royal Society (UK), Accademia Nazionale dei Lincei and the German Academy of Sciences Leopoldina. Dr. Bertozzi also serves as a director of OmniAb Inc. and previously served as a director of Eli Lilly and Company.

Key Contributions to the Board

Dr. Bertozzi is a pioneer for emerging technology and has founded several biopharmaceutical companies and guided more than a dozen academic and professional organizations and life sciences companies in leadership and board positions. Her deep technical and leadership expertise, as well as her corporate governance experience in the biopharmaceutical industry enables her to make significant contributions to our board as we continue to advance our early research, and late stage clinical development pipeline, initiate additional clinical programs and further develop our global commercial operations following the approval and launch of five commercial products in less than four years.

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 Margaret A. Hamburg, M.D.

Independent Director

 

Committees:

•  Science and Technology Committee

•  Nominating and Corporate Governance Committee

Director since: 2019

Age: 6567

  

Dr. Hamburg has served as a member of our board of directors since January 2019.

Experience, Expertise and Qualifications

Dr. Hamburg currently serves asCo-President (volunteer) of the InterAcademy Partnership, an international consortium of academies of science and medicine. From May 2009 to April 2015, Dr. Hamburg served as the Commissioner of the U.S. Food and Drug Administration (FDA). Most recently, Dr. Hamburg was Interim Vice President, Global Biological Policy and Programs at the Nuclear Threat Initiative.Initiative and Chair of the Commonwealth Fund Commission on a National Public Health System. Dr. Hamburg recently completed hera 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 ofCommissioner on the American College of Physicians and the AAAS,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 Dean’s Advisory Council for the George WashingtonHarvard Medical School of Public HealthBoard Fellows and the Global Commission for Post-Pandemic Planning. Dr HamburgShe also chairs the Harvard MedicalAdvisory Board for the Center on Regulatory Excellence, Duke-NUS School Board of FellowsMedicine, Singapore and is co-Chair ofserves on the WorldInternational Advisory Council, Health Organization (WHO) Expert Advisory Committee on Human Genome Editing.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 and our science and technology committee as we continue to advance our late stage clinical development pipeline, initiate additional clinical programs, and further develop and scale our global commercial operations following the approval and launch of three commercial products in less than three years.operations.

 

 

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 Steven M. Paul, M.D. Colleen F. Reitan

Independent Director

 

Committees:

•  Audit Committee

•  People, Culture and Compensation Committee

•  Science and Technology Committee (Chair)

 

Director since: 20102018

Age: 7063

  

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 and scale 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 onand our PC&C committee, which she serves.chairs.

 

 

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 Amy W. Schulman

Chair of the Board

 

Committees:

•  People, Culture and Compensation Committee (Chair)

•  Nominating and Corporate Governance Committee

 

Director since: 2014

Age: 6062

  

Experience, Expertise and Qualifications

Ms. Schulman has served as a member of our board of directors since July 2014.

Experience, Expertise2014 and Qualifications

has served as chair of our board since January 2023. Prior to that, she served as our lead independent director from August 2021 to January 2023. Ms. Schulman joined Polaris Partners, a venture capital firm, in August 2014 where she is currently a managing partner. Ms. Schulman currentlyalso 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. SinceFrom July 2014 to July 2021, Ms. Schulman has also beenwas 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.SQZ Biotech and Hudson Executive Investment Corp. II, and formerlypreviously served as a director of Cyclerion Therapeutics, Inc., Ironwood Pharmaceuticals, Inc., Arsanis, Inc., Blue Buffalo Pet Products, Inc., Hudson Executive Investment Corp. and BIND Therapeutics, Inc.Hudson Executive Investment Corp. II.

 

Key Contributions to the Board

Ms. Schulman brings to our board a diverse background that includes legal, operationalSchulman’s extensive industry and commercial expertise. As our business grows and becomes more complex, Ms. Schulman’s unique qualificationsleadership experience enable her to counsel usmake significant contributions as chair of our board. Her unique qualifications in a number of critical areas, including commercial strategy and capability building, as well as legal, regulatory and transactional considerations.considerations brings to our board a diverse background that includes legal, operational and commercial expertise. 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 following the approval and launch of three commercial products in less than three years.operations. This experience also provides a unique and critical perspective for Ms. Schulman in her role as the chaira member 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 six times during 20202022 either in person or by teleconference. During 2020,2022, 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 20202022 annual meeting of stockholders.

Board Determination of Independence

Under the Nasdaq Marketplace Rules,listing standards, 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, Bertozzi, Brandicourt, Hamburg, Paul and Sharp and Sigal, and Messrs. BonneyPyott and PyottKellogg 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 served as executive chair of our board from August 2021 to January 2023, and Dr. Greenstreet, our chief executive officer, 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.SEC rules and regulations regarding “independence”. 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

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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 directors and committee meetings, as well as through regular informal updates between meetings with all or a subset of board members.

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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. Ms. Schulman, an independent director, has served as our chair since January 2023. Prior to that time, Mr. Bonney, who had served as our chair since December 2015, served as executive chair of our board from August 2021 to January 2023 to further enhance our ethics and compliance function and its integration with the business. Dr. Greenstreet has served as our chief executive officer and a director since January 2022 and October 2021, respectively. 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 is required of the chief executive officer to operate and manage the company, 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.

The Board’s Role in Risk Oversight

We face a number of risks in our business, including risks related to: the COVID-19 pandemiclaunching, marketing and its impact onselling our business, financial condition and results of operations; approved products globally; pre-clinical and clinical research and development; manufacturing and clinical and commercial drug supply; regulatory reviews, approvals,our ability to obtain approval for new commercial products or additional indications for our existing products, 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; cybersecurity; 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 its committees, has responsibility for the oversight of risk management.

Our board administers its risk oversight function directly and through its four committees.

Our chair meets regularly with our chief executive officer and other executive officers and members of senior management to discuss strategy and risks facing the company. Our chair and the chair of our nominating and corporate governance committee also meet with our 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 involvingand may also receive reports from the committee chairs and outside consultants, among others. These presentations often include identification and assessment of risks our business.company currently faces or may face in the future. Annually, our board reviews and discusses with management an enterprise risk assessment focused on the key risks facing our business.

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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.function. 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 ournon-financial compliance programs, including with respect to non-financial compliance matters, including commercial complianceactivities and quality programs. assurance.

Our chief ethics and compliance officer,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.

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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.

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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, 20212023 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.

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  Carolyn R. Bertozzi, Ph.D.

 

      

 

    

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  Michael W. BonneyLOGO

LOGO

LOGO

 

  

 

 

  Olivier Brandicourt, M.D.

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  Marsha H. Fanucci

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  Margaret A. Hamburg, M.D.  Michael W. Bonney

 

      

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  John M. Maraganore, Ph.D.

  Steven M. Paul, M.D.

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LOGO

  David E.I. Pyott

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  Colleen F. Reitan

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  Amy W. Schulman

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  Phillip A. Sharp, Ph.D.

  Olivier Brandicourt, M.D.

 

  

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  Marsha H. Fanucci

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  Yvonne L. Greenstreet, MBChB

  Margaret A. Hamburg, M.D.

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  Peter N. Kellogg

  David E.I. Pyott

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  Colleen F. Reitan

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  Amy W. Schulman *

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  Phillip A. Sharp, Ph.D.

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  Elliott Sigal, M.D., Ph.D.

 

 LOGO*

Chair of Board   LOGO   Committee Chair   LOGO   Member

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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;

•

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;

 

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overseeing the performance of internal audit activities carried out by our internal audit function;

 

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.as defined in our related person transaction policy. 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 Mr. Bonney.Dr. Brandicourt. 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 six times during 2020,2022, either in person or by teleconference.

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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;

 

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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 5047 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;

•

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.”

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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. SchulmanMses. Reitan (Chair) and Drs. BrandicourtSchulman and Paul.Dr. Brandicourt. In May 2020,April 2022, Dr. SchimmelPaul resigned from our board and as a member of our PC&C committee, at which time Dr. BrandicourtMs. Reitan was appointed as a member of the committee. In March 2023, Ms. Schulman resigned as chair of the committee, at which time Ms. Reitan was appointed chair. 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 four times during 2020,2022, either in person or by teleconference.

PC&C Committee Interlocks and Insider Participation

During fiscal year 2020,2022, 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.

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During fiscal year 2020,2022, 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,Pay Governance, 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, RadfordPay Governance reviewed all of our incentive compensation and other programs and determined there were no compensation

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policies or practices that encourage excessive or inappropriate risk-taking. RadfordPay Governance discussed the detailed findings of this review with management in February 2021,2023, 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;

 

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;

 

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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.

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Page | 33overseeing 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 2022, our nominating and corporate governance committee held several regular and special meetings with independent outside counsel regarding the ongoing investigation.

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.

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. 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 fiveeight times during 2020,

2022, either in person or by teleconference.

 

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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 resigned 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.Hamburg.

 

 

Our science and technology committee met one timethree times during 2022, 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.

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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.

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;

 

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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

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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;

 

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 III Directors (Proposal 1)” indicate each nominee’s experience, qualifications, attributes and skills that led our nominating and corporate governance

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committee and board to conclude that he or shethey 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.

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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.

 

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The tables below highlight the composition of our continuing directors and our director nominees.nominees:

 

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Board Diversity Matrix as of March 31, 2023

 Board Size:
 

 Total Number of Directors

 13
    
 Gender: Male Female Non-Binary Gender Undisclosed
    

 Number of directors based on gender identity

 7 6 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

 7 4 0 0
    

 Two or More Races or Ethnicities

 0 1 0 0
 

 LGBTQ+

 1
 

 Undisclosed

 0

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.”

At the annual meeting, stockholders will be asked to consider the election of Mr. Bonney and Drs. AusielloGreenstreet, Sharp and Brandicourt, Ms. Fanucci and Mr. Pyott,Sigal, each of whom currently serves on our board of directors. Mr. Bonney and Drs. AusielloGreenstreet, Sharp and Brandicourt, Ms. Fanucci and Mr. PyottSigal 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

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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.

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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 2022, 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 an 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.

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 an 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.

 

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DIRECTOR COMPENSATION

 

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 Mr. Bonney did not receive any additional compensation for histheir service as a director.directors during 2022.

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 2020,2023, our PC&C committee, with the assistance of Radford,Pay Governance, performed a comprehensive review of director compensation. Following this review, the PC&C committee and our board of directors determined to adjust certain elements of the cash compensation paid to our non-employee directors, to be more competitive with our peer group. 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 the non-employee director compensation that was in effect through March 2020 as well as the changes (in italics) to non-employee director compensation that were approved in February 2020, and were effective as 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 for 2020 based upon the date of approval and each non-employee director’s committee appointments, as applicable.

   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 2022 as well as the changes (in italics) to non-employee director compensation that were approved in February 2023, and were effective as of April 1, 2023. Increases in fees will be pro-rated for 2023 based upon the date of approval and each non-employee director’s committee appointments, if applicable.

   
 Compensation Type 

Compensation Amount

Before April 1, 2023

 

Compensation Amount

as of April 1, 2023

   

 Annual Retainer

 $55,000 $60,000

 Independent Board Chair Fee

 $35,000 $65,000

 Lead Independent Director

 $40,000 $40,000

 Committee Chair Fees:

  

 Audit

 $25,000 $25,000

 People, Culture and Compensation

 $20,000 $20,000

 Nominating and Corporate Governance

 $15,000 $20,000

 Science and Technology

 $15,000 $20,000

 Committee Member Fees:

  

 Audit

 $12,500 $12,500

 People, Culture and Compensation

 $10,000 $10,000

 Nominating and Corporate Governance

 $7,500 $10,000

 Science and Technology

 $7,500 $10,000

 Initial Stock Option Award (vests ratably in three annual installments)

 $600,000 grant-date fair value** $600,000 grant-date fair value**

 Annual Stock Option Award (vests on one-year anniversary)*

 $400,000 grant-date fair value** $400,000 grant-date fair value**
  *

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,Actual number of non-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 use at such time. The exercise price of such stock option awards is the fair market value of our boardcommon stock on the date of directors approved a value-based approach for determining equity awards for non-employee directors. These values reflect a reduction in value transferred relative to prior unit-based award amounts.grant.

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 optionequity awards to our non-employee directors, subject to the current limitations contained in our Amended and Restated 2018 Stock Incentive Plan, as amended, or the 2018 Plan. The exercise price of stock option awards is the fair market value ofFor example, in February 2022, our common stockPC&C committee approved a one-time award to directors then serving on the date of grant. We also reimburse our directors for reasonable travelnominating and other related expenses incurredcorporate governance committee in connection with their servicethe additional time commitment and responsibilities assumed by such directors as a result of the pending investigation by the U.S. Department of Justice. The award was valued at $20,000 and was issued in the form of restricted stock units which vested in full on our board.the one-year anniversary of the grant date.

As noted above, in February 2020, our board of directors, followingPursuant to the recommendation of our PC&C committee, adjusted certain elements of compensation for non-employee directors. In connection with these changes, our board of directors approved a2018 Plan, the maximum aggregate value for initial and annual non-employee director compensation, including the value of the shares of common stock that may be subject to initial or annual equity awards to non-employee directors, equal to $1.5 million and $1.0 million, respectively. The aggregate value limits replace 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.

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.

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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 2020.2022:

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   20,060   399,380    —   489,440

Michael W. Bonney

   106,250    400,286    —    506,536 

Olivier Brandicourt, M.D.(1)

   52,083    597,791    —    649,874 

Olivier Brandicourt, M.D.

   77,500    —   399,380    —   476,880

Marsha H. Fanucci

   85,625    400,286    —    485,911    87,500   20,060   399,380    —   506,940

Margaret A. Hamburg, M.D.

   58,750    400,286    —    459,036    70,000   20,060   399,380    —   489,440

Steven M. Paul, M.D.

   70,625    400,286    —    470,911 

Steven M. Paul, M.D.(1)

   24,170    —    —    —   24,170

David E.I. Pyott

   67,500    400,286    —    467,786    70,000   20,060   399,380    —   489,440

Colleen F. Reitan

   65,625    400,286    —    465,911    75,000    —   399,380    —   474,380

Paul R. Schimmel, Ph.D.(2)

   36,042    480,000    —    516,042 

Amy W. Schulman

   80,625    400,286    —    480,911    122,500   20,060   399,380    —   541,940

Phillip A. Sharp, Ph.D.

   67,500    400,286    25,000(6)    492,786    80,000    —   399,380   15,000(6)    494,380

Elliott Sigal, M.D., Ph.D.(2)

   19,730    —   599,880    —   619,610

 

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(1)

Dr. BrandicourtPaul resigned from our board of directors effective April 16, 2022.

(2)

Dr. Sigal was elected to our board of directors effective March 2, 2020.

(2)

Dr. Schimmel 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.August 22, 2022.

 

(3)

The amounts reported in this column reflect the aggregate grant date fair value of RSUs granted for the fiscal year ended December 31, 2020,2022, in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718, calculated based on the number of shares of RSUs granted multiplied 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 of stock options granted under our equity plans for service on our board and treated for accounting purposes as employee awards.the fiscal year ended December 31, 2022, in accordance with FASB ASC, Topic 718. There can be no assurance that these amounts will ever be realized. Whether, and to what extent, a non-employee director realizes value will depend on our actual operating performance, stock price fluctuations and the non-employee director’s continued service on our board. The assumptions we used to calculate these amounts are included in Note 1412 to our audited consolidated financial statements for the fiscal year ended December 31, 20202022 included in our Annual Report on Form 10-K, filed with the SEC on February 11, 2021.23, 2023.

(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).

Director Outstanding Stock Options for Service

 

 NameNumber of Shares
Underlying
Outstanding Stock Options
for Board Service(#)		LOGO  

Number

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(5)

The following table summarizes the equity awards granted to our non-employee directors for their service on our board during 2022 and the grant date fair value of Shares

Underlying Outstanding

Stock Options for

Non-Board Service(#)such equity awards:

 Dennis A. Ausiello, M.D

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 ($)(c)

  

Grant Date Fair Value

of Stock Award
Grants ($)(d)

 Dennis A. Ausiello, M.D.

    5/18/2022    5,153    —    399,380    —
    2/23/2022    —    136    —    20,060

 Olivier Brandicourt, M.D.

    5/18/2022    5,153    —    399,380    —

 Marsha H. Fanucci

    5/18/2022    5,153    —    399,380    —
    2/23/2022    —    136    —    20,060

 Margaret A. Hamburg, M.D.

    5/18/2022    5,153    —    399,380    —
    2/23/2022    —    136    —    20,060

 David E.I. Pyott

    5/18/2022    5,153    —    399,380    —
    2/23/2022    —    136    —    20,060

 Colleen F. Reitan

    5/18/2022    5,153    —    399,380    —

 Amy W. Schulman

    5/18/2022    5,153    —    399,380    —
    2/23/2022    —    136    —    20,060

 Phillip A. Sharp, Ph.D.

    5/18/2022    5,153    —    399,380    —

 Elliott Sigal, M.D., Ph.D.(a)

    8/22/2022    4,456    —    599,880    —

 Steven M. Paul, M.D.(b)

    —    —    —    —    —

 

 (a)

Dr. SchimmelSigal was granted a stock option award upon the effective date of his election to our board.

(b)

Dr. Paul resigned from our board in April 2022, and accordingly, he did not receive a stock option award in 2022.

(c)

The grant date fair value computed in accordance with FASB ASC Topic 718 represents the value of stock options granted during 2022. The grant date fair value per option was $77.51 on May 18, 2022, with the exception of the grant to Dr. Sigal on August 22, 2022, for which the grant date fair value per option was $134.62. There can be no assurance that the grant date fair value 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 May 18, 2022 and August 22, 2022 grants is $128.31 and $217.91, respectively.

(d)

The grant date fair value computed in accordance with FASB ASC Topic 718 represents the value of a stock award granted during 2022. The grant date fair value per RSU was $147.47 based on the quoted closing market price of our common stock on the date of grant.

(6)

This amount reflects compensation paid to Dr. Sharp for service as the chair of our scientific advisory board during 2022.

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The following table summarizes the equity awards that were outstanding as of December 31, 2022 for each of our non-employee directors serving during 2022:

Director Outstanding Equity Awards at Fiscal Year-End for 2022

   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

    43,016    —      136

 Olivier Brandicourt, M.D.

    17,797    —      —

 Marsha H. Fanucci

    80,516    —      136

 Margaret A Hamburg, M.D.

    40,766    —      136

 David E.I. Pyott

    79,266    —      136

 Colleen F. Reitan

    40,766    —      —

 Amy W. Schulman

    97,330    —      136

 Phillip A. Sharp, Ph.D.

    95,516    —      —

 Elliott Sigal, M.D., Ph.D.(b)

    4,456    —      —

 Steven M. Paul, M.D.(c)

    28,863    —      —

(a)

Unexercised option awards represent both exercisable and unexercisable awards.

(b)

Dr. Sigal was elected to our board effective August 22, 2022, and was granted a stock option award upon his election.

(c)

Upon Dr. Paul’s resignation from our board in April 2022, all unvested stock options were cancelled. 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)

Dr. Schimmel 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 2020 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 exception 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.

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SECURITIES OWNERSHIP

 

OWNERSHIP OF OUR COMMON STOCK

The following table sets forth information regarding beneficial ownership of our common stock as of January 31, 2021,2023, 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, 2022, 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 president2022 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)

   

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 

Capital World Investors(4)

   16,593,958     —      16,593,958    13.4 

The Vanguard Group(5)

   10,526,424      —      10,526,424    9.0 

FMR LLC(5)

   13,542,825     —      13,542,825    10.9 

Wellington Management Group LLP(6)

   10,056,940      —      10,056,940    8.6 

The Vanguard Group(6)

   11,507,116     —      11,507,116    9.3 

Baillie Gifford & Co.(7)

   9,132,422      —      9,132,422    7.8    9,407,871     —      9,407,871    7.6 

BlackRock, Inc.(8)

   8,723,720      —      8,723,720    7.5    8,665,702     —      8,665,702    7.0 

Wellington Management Group LLP(9)

   6,261,642     —      6,261,642    5.1 

Directors and Named Executive Officers

                

Dennis A. Ausiello, M.D.

   3,500(10)    37,863      41,363    * 

Carolyn R. Bertozzi, Ph.D.**

    —     —        —    * 

Michael W. Bonney

   4,000(11)    90,363      94,363    * 

Olivier Brandicourt, M.D.

    —    12,644       12,644    * 

Marsha H. Fanucci

    —    75,363      75,363    * 

Margaret A. Hamburg, M.D.

    —    35,613       35,613    * 

David E.I. Pyott

   27,900(12)    74,113      102,013    * 

Colleen F. Reitan

    —    35,613       35,613    * 

 

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  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

    —      92,177       92,177     * 

Phillip A. Sharp, Ph.D.

    266,899(13)      90,363        357,262     * 

Elliott Sigal, M.D., Ph.D.***

    2,000      —       2,000     * 

Yvonne L. Greenstreet, MBChB, MBA

    21,402(15)      143,688        165,090     * 

Akshay K. Vaishnaw, M.D., Ph.D.

    22,616(15)      312,942       335,558     * 

Jeffrey V. Poulton

    9,463(15)      143,994        153,457     * 

Pushkal P. Garg, M.D.

    18,098(14)(15)      153,215       171,313     * 

Indrani L. Franchini, J.D.****

    —      7,296        7,296     * 

All current directors and current executive officers as a group (17 persons)

    376,878         1,366,945          1,743,823    1.4

 

*

Less than 1% of our outstanding common stock.

**

Joined as a director in March 2020.January 2023.

***

ServedJoined as our president for a portion of 2020, resigneddirector in September 2020.August 2022.

****

Joined as an executive officer in January 2022.

 

(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, 2021.2023.

 

(3)

Percentage of beneficial ownership is based on 116,991,634123,924,913 shares of our common stock outstanding as of January 31, 2021.2023. Shares of common stock subject to options currently exercisable, or exercisable within 60 days of January 31, 2021,2023, 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. 161 to a Schedule 13G filed by Capital World Investors with the SEC on February 13, 2023, as of December 31, 2022, Capital World Investors has the sole power to vote 16,542,870 of the shares owned, and sole dispositive power for 16,593,958 of the shares owned. The address of Capital World Investors is 333 South Hope Street, 55th Floor, Los Angeles, California 90071.

(5)

According to Amendment No. 18 to a Schedule 13G filed by FMR LLC (previously known as FMR Corp.) with the SEC on February 8, 2021,9, 2023, as of December 31, 2020,2022, 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 16,091,94513,542,825 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 16,091,94513,542,825 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)(6)

According to Amendment No. 57 to a Schedule 13G filed by The Vanguard Group with the SEC on February 10, 2021,9, 2023, as of December 31, 2020,2022, The Vanguard Group has shared power to vote 120,78598,925 of the shares owned, sole dispositive power for 10,249,47111,235,200 of the shares owned and shared dispositive power for 276,953271,916 of the shares owned. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

 

(6)
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(7)

According to Amendment No. 93 to a Schedule 13G filed by Baillie Gifford & Co. with the SEC on January 19, 2023, as of December 31, 2022, 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 7,868,633 of the shares owned, and sole dispositive power for 9,407,871 of the shares owned. The address of Baillie Gifford & Co. is Calton Square, 1 Greenside Row, Edinburgh EH1 3AN, Scotland, UK.

(8)

According to Amendment No. 6 to a Schedule 13G filed by BlackRock, Inc. with the SEC on January 31, 2023, as of December 31, 2022, BlackRock, Inc. has the sole power to vote or direct the voting of 7,984,443 of the shares owned and sole power to dispose or to direct the disposition of 8,665,702 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.

(9)

According to Amendment No. 11 to a Schedule 13G filed by Wellington Management Group LLP (formerly Wellington Management Company, LLP), or Wellington Management, with the SEC on February 3, 2021,6, 2023, as of December 31, 2020,2022, Wellington Management, in its capacity as an investment adviser, may be deemed to beneficially own 10,056,9406,261,642 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 9,748,9746,101,947 shares of our common stock and shared power to dispose or to direct the disposition of 10,056,0406,261,642 shares of our common stock. The address of Wellington Management is 280 Congress Street, Boston, MA 02210.

 

(7)(10)

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.

(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.

(9)

Represents shares held in a trust, of which Dr. Ausiello’s spouse is the trustee.

 

(10)(11)

Represents shares 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)(12)

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 shares held in a trust, of which Mr. Pyott is the trustee and over which he has sole voting and investment power.

 

(13)

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.

 

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Page | 46Includes shares of our common stock held in a trust, of which Dr. Garg and his spouse are co-trustees.

(15)

Includes shares of our common stock contributed by Alnylam to our 401(k) plan for the benefit of our NEOs through January 31, 2023: Dr. Greenstreet, 407 shares; Dr. Vaishnaw, 515 shares; Mr. Poulton, 57 shares; and Dr. Garg, 431 shares.

Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports

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, 2020,2022, other than one transaction forin the case of Ms. Keating. On January 27, 2020, Ms. Keating acquired shares of common stock uponFranchini, the exerciselate filing of a stock option pursuant to a Rule 10b5-1 trading plan. This acquisition was inadvertently omitted from thesingle Form 4 filed on January 29, 2020, which reported bothto report the exercisegrant of new-hire restricted stock units and stock options due to an administrative error by 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.company.

 

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EXECUTIVE OFFICERS

 

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, 20212023 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.Yvonne L. Greenstreet, MBChB, MBA, 58,60, has served as our Chief Executive Officer since January 2022 and as a member of our board of directors since December 2002.October 2021. Dr. Maraganore alsoGreenstreet previously 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.

Yvonne L. Greenstreet, MBChB, MBA, 58, has served as our PresidentChief 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 The American Funds. Dr. Greenstreet previously served on the board of directors of argenx SE, Indivior PLC, Pacira BioSciences, Inc. and American Funds. Dr. Greenstreet formerly served as a director of Indivior PLC and Moelis & Company.

Akshay K. Vaishnaw, M.D., Ph.D., 58,60, 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 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.

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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, 53,55, 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

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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, 50, 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 accountable for over $3 billion in revenues. Before Alexion, Mr. Tanguler spent the majority of his career at Pfizer serving in roles of increasing responsibility, most recently as President, North America for Rare Diseases and prior to that as Global Vice President and Alliance Co-Head, Eliquis.

Pushkal P. Garg, M.D.,55, 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., 51, 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 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.

 

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EXECUTIVE COMPENSATION

 

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Our People, Culture and Compensation, or PC&C, committee is responsible for overseeing the total compensation of our senior managementexecutive leadership team, which is comprised ofincludes our named executive officers, or NEOs, our executive vice presidents and ourcertain 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. The PC&C committee directly approves compensation for the rest of the NEOs, members of the executive leadership team and executive vice presidents. This Compensation Discussion and Analysis, or CD&A, describes the payour executive compensation 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 20202022 are named below.

 

Name

 

 

Title

 

John M. Maraganore, Ph.D. Yvonne L. Greenstreet, MBChB, MBA

 

 

Chief Executive Officer

 

 

Yvonne L. Greenstreet, MBChB, MBA(1)

President, Chief Operating Officer

Akshay K. Vaishnaw, M.D., Ph.D.

 

 

President

President, Research and Development

 

 

Jeffrey V. Poulton

 

 

Executive Vice President, Chief Financial Officer

 

 Pushkal P. Garg, M.D.

Laurie B. Keating

 

 

Chief Medical Officer and Executive Vice President, Development & Medical Affairs

 Indrani L. Franchini, J.D.(1)

Executive Vice President, Chief Legal Officer and Secretary

 

 

(1)

Barry E. Greene(2)Ms. Franchini was appointed as our Executive Vice President, Chief Legal Officer and Secretary effective January 31, 2022.

 

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Executive Summary – Why You Should Vote FOR The 2023 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

At the end of 2021, we implemented our executive succession plan and Dr. Greenstreet successfully transitioned into the CEO role, effective January 1, 2022. Dr. Greenstreet’s compensation structure was designed to align with stockholder feedback and reinforces our commitment to performance-based incentives, as follows:

•    93% of Total Direct Compensation was variable and at-risk

•    75% of annual 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

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 2022, we engaged with stockholders who collectively own a meaningful percentage of outstanding shares

•    Stockholders we spoke with affirmed strong support for our executive compensation philosophy and structure and appreciated the strong emphasis on performance-based equity

For actions taken in response to stockholder feedback, please see “Board Response to Stockholder Feedback”section.

 

 

(1)
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Dr. Greenstreet was appointed as our President effective October 1, 2020.

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(2)

Mr. Greene served asOur Compensation Aligns With Long-Term Stockholder Interests

Our PC&C committee has adopted incentive structures and governance policies that align the interests of NEOs with those of long-term stockholders. These include:

•    Strong emphasis on performance-based equity awards

•    Annual incentive bonus payout of 100% based on company performance against preset goals, with an average of 78% of our President through September 30, 2020, the effective dateNEO’s total direct compensation delivered in equity awards that vest over at least 3 years

•    No guaranteed annual bonuses or salary increases for NEOs

•    Robust compensation risk-mitigation policies including clawback, prohibition on pledging and hedging of his resignation from Alnylam.company stock and stock ownership guidelines

Although we describe our programs in the context of the NEOs, it is importantBoard Response to note that our programs generally have broad eligibility and therefore in most cases apply to employee populations outside the NEO group as well.

Stockholder Engagement and Feedback

2020 Say-on-Pay Results

We pay careful attention to anyvalue stockholder feedback we receive from our stockholders aboutconcerning our executive compensation program.program, and have routinely enjoyed strong stockholder support for our say-on-pay proposals. At our 20202022 annual meeting, our say-on-pay proposal received support from 96%90% of the votes cast by our stockholders on the matter. OurAnnually, we reach 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 2023, except as described below.

 

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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% of2022 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 2023 PSUs to incorporate performance event triggers that are not duplicative of prior year performance awards; the PC&C committee is committed to ensuring that multiple performance awards do not reward identical event triggers

•    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 continues to actively discuss the design of our stock ownership guidelines and intends to update guidelines during fiscal 2023

•    Strong Support for Overall Compensation Practices: stockholders, even those who voted against the 2022 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 “SignificantExecutive Compensation Decisions in 2020.”

BestGovernance Practices in Compensation Governance

In addition to our performance-sensitive directpay-for-performance compensation structure, Alnylam has strong compensation governance practices. Our compensation governance practices are rooted in our Executive Compensation Philosophy, which is described below.

Compensation Governance

 

  Alnylam’s Policies and Practices

•   Pay-for-performance Pay Outcomes Contingent on Performance

 

Alnylam’s executive compensation program reinforces our performance driven culture. A significant percentage of our executive officerNEO compensation is at-risk and may not be realized only if corporateperformance goals are not achieved.met.

 

  

•   No default single-trigger equity accelerationSingle-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, andequity plans require both our 2018 Plan and our Amended and Restated 2009 Stock Incentive Plan do not allow for the automatic accelerated vesting of outstanding equity awards upon a CIC event.

event and termination of employment (i.e., “double-trigger”).

 

 

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  Alnylam’s Policies and Practices

•    Emphasis on long-term performanceLong-Term Alignment with Stockholders

 

Executive compensation should reflect alignment with the interestsHalf of stockholders. For 2020, and in each of the prior five years, 50% of our executive officers’ annual equity awards were delivered in the form ofissued to NEOs are performance-based equity awards thatand 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 executive officers.

•   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.

•    Good standing requirementStanding Requirement

 

We require our executive officers and all other employees to be in good standing in order to be eligible forreceive awards under our short-term cashannual incentive programs.

program.

  

•    No pledgingStock Ownership Guidelines Enhance Alignment of Interests

 

Alnylam’s Insider Trading Policy expressly prohibits pledgingOur executive officer 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 executivesexecutive officers with excise tax gross-ups and we generally do not provide other recurring tax gross-ups.

 

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Select Business Highlights For 20202022

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’smost other classes of 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 geneticrare and otherprevalent diseases.

Despite headwinds from the COVID-19 pandemic, weWe believe 20202022 was a year of remarkablestrong 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-tier 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

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performance and organic innovation.driving profitability. We ended 2020 exceeding2022 making meaningful progress towards theseAlnylam 2020 goals, with fourfive marketed products and 12more than ten clinical programs, including sixseveral 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 2020,2022, our board determined that we achieved 120%115% of our corporate goals for fiscal year 2020,2022, including alla majority 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 20202022

 

 

COMMERCIAL ACHIEVEMENTS

 

 

•    RecognizedAchieved global net revenue of $306.1 millionproduct revenues for ONPATTRO (patisiran) and AMVUTTRA (vutrisiran) for the full year ended December 31, 2020 for ONPATTRO (patisiran), our marketed product approved in the U.S. for the treatment2022 of the polyneuropathy of hereditary transthyretin-mediated amyloidosis, or hATTR amyloidosis, in adults,$557.6 million and in the EU for the treatment of hATTR amyloidosis in adult patients with stage 1 or stage 2 polyneuropathy, as well as in other countries$93.8 million, respectively

 

•    Attained approximately 1,350over 2,975 hATTR amyloidosis patients with polyneuropathy worldwide on commercial treatment with ONPATTRO treatmentor AMVUTTRA as of December 31, 20202022

 

•    Recognized global net revenue of $55.1$173.1 million for the year ended December 31, 20202022 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 200520 patients worldwide on commercial GIVLAARI treatment as of December 31, 20202022

 

•    For the period following EMA and FDA approval of OXLUMO in late November 2020, achievedRecognized global net product revenuesrevenue of $69.8 million for the fourth quarteryear ended December 31, 2022 for OXLUMO (lumasiran)

•    Attained approximately 280 patients worldwide on commercial OXLUMO treatment as of approximately $0.3 million representing initial patient demand in EuropeDecember 31, 2022

 

 

CLINICAL & REGULATORY ACHIEVEMENTS

 

 

•    Advanced robust pipeline ending 20202022 with 12 commercial andmore than ten active clinical-stage programs

•    Reported positive results from the APOLLO-B Phase 3 study in patients with ATTR amyloidosis with cardiomyopathy, and submitted an sNDA for review by the United States Food and Drug Administration

 

•    Received regulatory approvals for ONPATTROAMVUTTRA in Brazil, Israelthe U.S., Europe, United Kingdom, Japan and Taiwan, and achieved market access in over 20 countriesBrazil

 

•    Received regulatory approvals for GIVLAARIBased on the successful outcome of the ILLUMINATE-C study in the EU, Brazilchildren and Canada

•   Received regulatory approval for OXLUMO in the U.S. and EU in the fourth quarter of 2020

•   Our partner, Novartis, received marketing authorization for Leqvio from the EC in December 2020

•   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 agesadults with advanced PH1, with plansreceived approval from the FDA of an sNDA for OXLUMO, expanding the indication for the treatment of PH1 to report topline resultslower urinary oxalate and plasma oxalate levels in mid-2021pediatric and adult patients, and received approval from the European Medicines Agency of a Type II variation to include the ILLUMINATE-C data in the label

 

•    Advanced early-stage pipeline, including cemdisiranzilebesiran for the treatment of complement-mediated diseases; 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 collaborationIssued $1.05 billion convertible senior notes with certain affiliatesproceeds primarily used to pay down Blackstone $700 million credit facility and approximately $200 million in prepayment premiums under the credit facility, and for the purchase of Blackstone under which we will receive up to $2 billion in financing; closed $150 million R&D funding componentcapped call transactions, and underwriter fees

 

•    Expanded exclusive licensing agreement with Vir Biotechnology, Inc. for the development and commercializationCompleted successful transition of RNAi therapeutics for infectious diseasesfounding CEO John Maraganore, Ph.D., 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-2Yvonne Greenstreet, MBChB, MBA

 

•    As part of our broader human capital management strategy, achieved hiring and growth management goals

•   Named toRanked #1 in Boston Globe’s list of2022 Top Places to Work for 2020 marking sixth year in a row on the list“Largest Employer” category

 

•    Received recognitionRanked #2 in Science Magazine’s 2022 Top Employer survey, marking the fourth year Alnylam was featured as world’s No. 3 biopharma employer from Science magazine based on more than 7,500 responses to its annual surveyone of the biotech and pharmaceutical industrytop three companies

 

 

FINANCIAL RESULTS

 

 

•    Ended 20202022 with $1.87$2.19 billion in cash, cash equivalents and marketable securities

 

•    Lowered non-GAAP operating loss for 2020 compared with the prior year, and grew top lineGrew global net product revenues by over 100%35%

 

 

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 and OXLUMO commercialization activities

•    Did not meet all early and mid-stage clinical pipeline objectives

 

 

STOCKHOLDER RETURN

 

 

•    Our three-year total stockholder return (TSR) for fiscal years 2018-20202020-2022 was 0.76%106.35% and our five-year TSR for fiscal years 2016-20202018-2022 was 6.66%87.05%. Our one-year TSR for 20202022 was 12.85%40.14%

 

 

Significant Compensation PhilosophyDecisions in 2022

At Alnylam,Review of Total Rewards Practices: As we evolve throughout our board believeslife-cycle as a well-designed compensation program shouldfully-integrated commercial stage biopharmaceutical company, our PC&C committee is committed to reviewing and similarly evolving our total rewards practices to ensure that our plans and programs continue to support our pay-for-performance philosophy, align executive interests with market best practices for the drivers of growthrespective stage that the company is transitioning to and stockholder returns, support achievement of the company’s strategy and primary business goals,through, and attract and retain executives whose talents, expertise, leadership and contributions are expectedkey talent necessary to create sustained growth in long-term stockholder value. Consequently,execute against our board believes the substantial majority of NEO compensation should be performance-based and variable pay.

Significant Compensation Decisions in 2020

As noted above,strategic business initiatives. Accordingly, during 2022, our PC&C committee, regularly reviews Alnylam’s policieswith the assistance of its compensation consultant, Pay Governance, conducted a review of our total rewards practices, with a focus on our annual and long-term incentive plan design. Based on this review, our PC&C committee determined that it would be appropriate to adjust our annual incentive plan by eliminating the separation of core and stretch goals, adding more defined language to assess performance at threshold, target, and overachievement (stretch) of corporate goals, and incorporating a heavier weighting on our financial goals. The PC&C committee also determined that it would be appropriate to enhance our long-term incentive plan by introducing restricted stock units into the annual program design for both our NEOs and all employees. With respectadjusting the mix of equity awards issued to executive officers to reflect this type of award vehicle. For additional information about these changes to our long-term equity incentive program, we continued to manage award amounts with a goalplan, please see the paragraph 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 tothis CD&A entitled “Looking Forward” under the end of 2020. In further support of these goals, beginning with annual“Long-Term Incentives – 2022 Equity Awards” section.

 

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awards for 2019 (that were made in February 2020) and new hire awards in 2020, we transitioned fromNo Covid-19 Changes to Executive Compensation: Following 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 Radford,review by the independent compensation consultant retained by our PC&C committee, reviewed the value-based guidelines for equity incentive compensation awards for 2020 (including the annual equity awards that were made in February 2021) 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. 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 membersthe first half 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.

Ourfiscal 2022, Aon’s 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 actionsSolutions practice (formerly Radford), a division of the committee described above, as partAon plc, or Aon, of its broad oversight of our human capital initiatives, the people, culture and compensation committee also considered the potential impact of the Covid-19 pandemic on Alnylam’s compensation practices and policies, including on executive compensation. Following a review by Radford 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, 2021 or 2022.

However, our PC&C committee did endorse a numberContinuation of 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:

certain workplace safety and benefitsEnhanced Workplace 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 virtual programming, and enhanced offerings for mental health support.

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All Employees:We understand that our >1,400>2,000 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 addition, in order to maintain a strong sense of connectedness with colleagues and Alnylam’s mission, we held 18 company-wide meetings during 2020, with an average of 1,200 staff members from around the world logging into these video-conference meetings.

Role of the Compensation Consultant

Pursuant to its charter, our PC&C committee hasendorsed the authorityfollowing changes to selectour broad employee benefit offerings, as well as certain additional benefit offerings, proposed and retain independent advisorsimplemented by our management to support the health and counsel to assist it with carrying out its dutieswell-being of our people, which were continued in 2021 and responsibilities,2022:

•

certain workplace safety and benefits for our non-work-from-home staff, including temperature screening, a 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;

additional paid time off, including increased vacation carry over into 2022, and we have provided appropriate funding to the PC&C committee to do so.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.

Change of Independent Compensation Consultant: The PC&C committee has exercised this authority to engage Radford as an independent compensation consultant. Radford serves as an advisor to our PC&C committee on topics primarily related to our total compensation program, our equity compensationregularly reviews and our future equity compensation strategy, director and executive compensation, and peer group 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.

Our PC&C committee regularly reviewsassesses the services provided by its outside consultantcompensation consultant. During 2022, the PC&C committee conducted such a review and believesdetermined that Radford is independent fromit would be appropriate to change consultants. Accordingly, the company in providing executive compensation consulting services.PC&C committee retained the services of Pay Governance, effective July 2022. For additional information about Pay Governance, please see the section of this CD&A entitled “Role of the Compensation Consultant.”

Peer Group Evaluation and Updates: Our PC&C committee has assessed the independence of Radford consistentevaluated our peer group, with Nasdaq Global Select Market listing standardsassistance from Pay Governance, and has concludeddetermined that the engagement of Radford does not raise any conflicts of interest. Our PC&C committee continues to monitor the independence of its compensation consultant oncertain changes were appropriate given transactional activity and our current positioning as a periodic basis.

In addition to their services with respect to compensation for the NEOs, directors and other matters, described above, in 2020, Radford provided compensation consulting servicesfully-integrated commercial stage biopharmaceutical company. For additional information about these changes to our management with respectpeer group, please see the section of this CD&A entitled “2022 Peer Group.”

Components of our Compensation Program

As discussed above, the guiding principle of our compensation program is to theprovide a compensation of employees outside the United States, as well as assistance with certain proxy-related matters. For 2020, we paid Aon, the parent company of Radford, approximately $572,000 for advicestructure that allows Alnylam to attract and services that were not related to executive compensation, director compensationretain highly qualified executives 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, as well as compensation surveys. The decision to use Aon/Radford for such additional advice and services was made by management. While the PC&C committee does not pre-approve these non-executive compensation services, it does annually review Radford’s internal guidelines and practices designed to guard against conflicts 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.

Compensation Risk Oversight

We structure our pay to consist of both fixed and variable compensation to motivate oursuch executives to produce superior short-achieve clinical, business and financial goals that create 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. Invalue

 

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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.

Each Compensation Element Serves a Unique Purpose

Pay Element

At-

Risk?

Description

Rationale

Base Salary

•   Fixed cash compensation targeted within range of the market median, reflective of individual performance, skills, experience and internal equity

•   Attracts and rewards high performing executives via market competitive pay and industry norms and reflects individual performance

Short-Term Cash Incentives

✓

•   Annual performance against preset goals

•   Payouts earned only if corporate performance exceeds 50% of preset targets

•   Awards capped at 150% of target

•   Drives company-wide performance

•   Rewards achievement against preset goals

•   Motivates executives to achieve performance objectives that are key to our annual operating and strategic plans

•   Aligns executive and stockholder interests

Long-Term Equity Incentives

✓

•   Value split 50% PSUs and 50% stock options (see “Looking Forward” section for fiscal 2023 awards)

•   PSUs only vest upon previously established milestones

•   Stock options directly aligned with our stockholders in that they only have value to the extent our stock price appreciates following grant

•   Motivates executives to achieve multi-year strategic objectives and clinical development, regulatory and commercial milestones, and deliver sustained long-term growth

•   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

The PC&C committee is committed to ensuring that a substantial portion of executive compensation is “at-risk” and variable. For 2022, 93% of our CEO’s total direct compensation and, on average, 86% of our other NEOs’ total direct compensation, is variable and directly affected by both the company’s and each NEO’s performance. In addition, for both our CEO and our other NEOs, 50% of their annual long-term incentive compensation consists of performance-based equity awards.

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Note: The figures above include the annual equity awards granted to the CEO and other NEOs in February 2022, as reflected in the Summary Compensation Table, except that it excludes the promotional equity award issued to Dr. Greenstreet in connection with her appointment as CEO. 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.

Base Salary

Our PC&C committee typically determines the base salary for each new executive based on the executive’s responsibilities and experience within range of market median. In addition, our PC&C committee reviews and considers the level of base salary paid by companies in our peer group for similar positions.

Our PC&C committee reviews and approves merit based base salary increases for all executive officers, other than our CEO, after consideration of benchmarking conducted by its compensation consultant, individual performance and the recommendation of our CEO. Our PC&C committee reviews and recommends to board for approval merit based base salary increases for our CEO, after consideration of benchmarking conducted by its compensation consultant and an individual performance assessment.

During the first quarter of 2023, our PC&C committee approved increases for 2023 base salary for each of our NEOs. These increases, reflected below, were effective as of March 1, 2023 and were based upon each NEO’s individual performance in 2022, and a review by our PC&C committee of the base salaries of comparable NEOs in our 2022 peer group.

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The table below sets forth the 2023 and 2022 base salaries, in dollars, and the adjustment to base salaries, as a percentage, for each of our NEOs:

Base Salary Adjustments

  Name  

2023 Base

Salary($)

     

2022 Base

Salary($)

    Increase(%)    

  Yvonne L. Greenstreet, MBChB, MBA

   1,000,000      850,000    17.6*    

  Akshay K. Vaishnaw, M.D., Ph.D.

   754,000      725,000    4.0    

  Jeffrey V. Poulton

   660,000      610,000    8.2**

  Pushkal P. Garg, M.D.

   663,000      625,000    6.1    

  Indrani L. Franchini, J.D.

   597,000      580,000    2.9    

*

Includes a market adjustment of 12% to address a gap in Dr. Greenstreet’s base salary relative to the market median.

**

Includes a market adjustment of 2% to address a gap in Mr. Poulton’s base salary relative to the market median.

Short-Term Incentives—2022 Annual Incentive Program

Annual cash incentives are paid to our NEOs through our Annual Incentive Program, or AIP. Our AIP design is intended to align NEOs’ interests directly with our corporate goals. In making its determination regarding awards for 2022 under the AIP for our NEOs, our PC&C committee and board considered our achievements against goals that were established in the first quarter of fiscal 2022. Based on an assessment of our performance after the close of fiscal 2022, our board determined that we achieved 115% of our corporate goals, including substantially all of our commercial execution and late-stage pipeline goals, all of our growth and growth management goals, substantially 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.

Annual Metrics and Goal Assessment

The 2022 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 2022, as approved by our PC&C committee and full board in determining our NEOs’ compensation, were as follows:

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Annual Incentive Payout Matrix

2022 Corporate Goals  

Relative

Weighting(%)

  

Actual

Achievement

For 2022 (As

% of Target)

  

Weighted

Performance(%) 

•    Execute on key commercial objectives, including:

         

¡   Achieve ONPATTRO, GIVLAARI, OXLUMO and vutrisiran commercial success; focusing on patient impact;

    30     83       25

¡   Stretch Goals—Exceed more aggressive commercial sales metrics; and

    10     0         0

¡   Stretch Goals—Exceed certain specified vutrisiran commercial metrics.

    10     100       10

•    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

    20     90       18

¡   Stretch Goals – Achieve positive results in APOLLO-B Phase 3 study with differentiated results.

    20     100       20

•    Advance early- and mid-stage research and Next Wave pre-clinical programs to achieve Alnylam P5x25 profile, while maintaining an acceptable level of investment for transition toward profitability.

    15     47         7

¡   Stretch Goal – Exceed certain specified early-stage pipeline advancement metrics.

    10     0         0

•    Ensure that our strong and durable patient focus is reflected by a state of the art Ethics and Compliance Program that is fully integrated into organizational, cultural and business operations.

    10     100       10

•    Grow, develop & scale organization to execute on Alnylam P5 x 25 strategy with excellence, patient focus, safety, quality, ethics & compliance and build capabilities and processes to support Alnylam as a fully global operating business.

    10     100       10

•    Continue to define leading edge of RNAi technology with ESC+ and extra-hepatic platforms.

    5     100         5

•    Maintain strong investment discipline by prioritizing our pipeline and commercial investment opportunities and execute on plans to achieve self-sustainable financial profile consistent with Alnylam P5x25 strategy.

    10     100       10

Approved 2022 Corporate Performance

Level for NEOs

    150           115 

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addition,Calculation of Annual Cash Incentives

Annual cash incentives were calculated as shown below.

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*

If the 2022 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.

**

The board and/or PC&C committee has the discretion to make adjustments in connection with the AIP as it deems appropriate. Our board did not exercise such discretion with respect to the determination of awards under the AIP for 2022.

Our PC&C committee considers an appropriate mix of cash incentive opportunities and equity incentive grants to meet short- and long-term goals and objectives. In February 2022, our PC&C committee approved target awards for our NEOs under the 2022 AIP, including the opportunity for our NEOs to achieve incentive awards above established bonus targets based on the company’s performance against 2022 corporate goals. No changes were made to target award levels for our NEOs for 2022. Each potential bonus award for 2022 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 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 2022 AIP as a percentage of each NEO’s annual base salary, 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 that would be paid if all of the corporate goals were met and certain goals were exceeded (stretch goals), (3) the

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actual cash bonus payments to our NEOs under the 2022 AIP, which were paid in March 2023, and (4) the actual bonus payment as a percentage of the NEO’s target award opportunity.

2022 Annual Incentive Program Awards

Name 

2022

Target Award

(% of Base

Salary)

 

2022

Target

Award

Opportunity($)

 

2022

Maximum

Award

 Opportunity($)*

 

2022

Actual

AIP

 Payout($) 

 

2022

Actual

AIP Payout

(% of Target

Award

 Opportunity) 

Yvonne L. Greenstreet, MBChB, MBA

   100    850,000    1,275,000    977,500    115  

Akshay K. Vaishnaw, M.D., Ph.D.

   60    435,000    652,500    500,250    115  

Jeffrey V. Poulton

   50    305,000    457,500    350,750    115  

Pushkal P. Garg, M.D.

   50    312,500    468,750    359,380    115  

Indrani L. Franchini, J.D.

   50    290,000    435,000    333,500    115  

*

Assuming 150% corporate performance modifier to account for stretch goals.

Long-Term Incentives – 2022 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 established,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 executive officers are focused on the creation of stockholder value, the equity compensation structure has been designed to include annual stock option awards, which only provide value if our share price appreciates, and performance-based equity awards that vest upon achievement of long-term performance goals.

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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;

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•

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 were issued as stock options, which we believe further strengthens the long-term alignment between our executives and stockholders as such awards only have value if our share price appreciates after the grant date. 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 in February 2019, our PC&C committee determined that a 50/50 split between stock options and performance-based awards was more closely aligned with the achievement of our long-term equity strategy and growth objectives, our desire to maintain competitive levels of executive compensation and our desire to emphasize the strong performance orientation of both our long-term incentive equity awards and our overall executive compensation program.

Looking Forward. During 2022, our PC&C committee, with the assistance of our compensation consultant, Pay Governance, conducted a review of our total rewards practices. The PC&C committee conducted this review as part of its commitment to reviewing and evolving our total rewards practices to ensure that our plans and programs continue to support our pay-for-performance philosophy, align with market best practices and attract and retain key talent. Based on this review, the PC&C committee endorses, several controlsdetermined that it would be appropriate to addressfurther evolve our long-term incentive plan by introducing time-based vesting restricted stock units, or RSUs, into the annual program and mitigate compensation-related risk, suchadjusting the mix of awards issued to executive officers. When making this determination, the PC&C committee considered, among other items, market practice amongst similarly-situated companies, particularly companies in our executive compensation peer group, and the retentive value of RSUs when included as maintaining an anti-hedginga component of a long-term incentive program. Accordingly, for the annual long-term incentive award granted in February 2023, our PC&C committee approved the following equity award mix: performance-based awards (50%), stock options (25%) and anti-pledging policy,restricted stock ownership guidelines forunits (25%).

The value of equity awards typically vary among our CEO and other executive officers good standing requirements underbased on their role and annual performance assessments. Our PC&C committee also reviews all components of each executive officer’s compensation, including base salary, target bonus opportunity, total cash incentive programs for eligibilitycompensation and total direct compensation, to receive an award,ensure that such officer’s compensation is aligned with our overall pay-for-performance philosophy and a clawback policyobjectives. Stock options vest over four years and have exercise prices equal to recover cash and equity incentivethe fair market value of our common stock on the grant date, so that our executive officers will not earn any compensation from such stock options unless our stock price increases above the grant date value. Performance stock unit awards, or PSUs, will only vest in the event that incentivespecified performance criteria are met and will vest no earlier than one year after the grant date. RSU awards vest over three years, provided the executive officer remains employed with the company through the applicable vesting date. Due to this plan award decisions are baseddesign, a majority of our executive officers’ annual equity compensation is “at risk” and all of such equity compensation is directly aligned with stockholder value creation.

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Annual Equity Awards

Our annual equity awards for 2022 performance, which were granted in February 2023, were in the form of PSUs, stock option awards and RSUs. The stock options vest as to 25% of the shares on financial results that are subsequently restated.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. The RSUs vest in substantially equal installments on the first, second and third anniversaries 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 grant date 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 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:

We engaged

  Year for Award  Performance Milestone (% of Award)   Date Achieved  Status of Potential Achievement*  

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%)

✓ August 2022

•    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%)

✓ August 2022

•    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

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  Year for Award  Performance Milestone (% of Award)   Date Achieved  Status of Potential Achievement*  

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

2022

•    FDA Acceptance of an NDA for a Therapeutic to Treat ATTR Amyloidosis with Cardiomyopathy, After Receipt of Positive Result on Clinical Outcomes Endpoint from Phase 3 Clinical Study (30%)

•    Timing of achievement depends on progress and success of Phase 3 program in indication

•    Achievement of Human Proof of Concept for Investigational RNAi Therapeutic Directed to an Extrahepatic, non-CNS Target (30%)

•    Timing of achievement depends on progress and success of Phase 1 program(s) for extra-hepatic, non-CNS targets

•    Achievement of Non-GAAP Operating Income in Fiscal 2025 (40%)

•    Timing of achievement depends on progress of commercial efforts, success of regulatory filing(s) and potential additional product approvals and level of operating expenses

*

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.

Any determination as to whether or not a vesting event has been met must be approved by our outside consultant, Radford, to assist the PC&C committee in updating its evaluationand the date of our policies and practices to determine if they create excessive risk in our compensation programs. Given our transition overvesting shall be the last several years to being a global, commercial organization, this updated evaluation included an assessmentlater of the potential risks associated with field-based incentive compensationdate of such determination by the committee and commercial-related goals and targets, as well as other changes to our compensation policies and practices. In conducting its independent assessment, Radford 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. Radford discussed the detailed findings of this review with management in February 2021, and management provided the resultsone-year anniversary of the reviewgrant date.

The performance events for a PSU must occur within ten years from the grant date (or upon the earlier date specified for certain financial goals). Vesting of equity awards to employees typically ceases upon termination of employment. Prior to the PC&C committee. Asvesting of a result,PSU, the PC&C committee concluded that our compensation policiesrecipient does not have any rights as a stockholder with respect to the shares subject to such PSU, including voting rights and practices are not reasonably likelythe right to have a material adverse effect onreceive dividends or dividend equivalents.

In connection with the company. The PC&C committee will continue to evaluate on an ongoing basis the potential risks associatedannual review of each executive officer’s individual performance and consistent with our compensation policiesphilosophy, our PC&C committee approved annual equity incentive awards for our executive officers for 2022 performance in February 2023. The guideline for award levels for NEOs for 2022 was generally between the 60th and practices with input75th percentile of market, and the guideline for award levels for NEOs for 2021 performance was generally between the 60th and 75th percentile of market, in each case subject to adjustment for individual performance.

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The annual equity incentive awards granted to our NEOs for 2022 and 2021 performance, the value of such awards and the percentage change from its2022 versus 2021, are set forth in the table below:

Annual Equity Incentive Awards

  

 

Annual Equity Incentive

Award Values*

Name 2022
Award Value**		  

2021

Award Value**

  

2022 versus 2021
Year-over-Year

Change(%)

 

Yvonne L. Greenstreet, MBChB, MBA

  

 

 

 

13,500,000

 

   

 

 

 

10,000,000

 

   

 

 

 

35

 

***

 

Akshay K. Vaishnaw, M.D., Ph.D.

  

 

 

 

4,400,000

 

   

 

 

 

4,700,000

 

   

 

 

 

(6

 

)

 

Jeffrey V. Poulton

  

 

 

 

4,350,000

 

   

 

 

 

2,900,000

 

   

 

 

 

50

 

***

 

Pushkal P. Garg, M.D.

  

 

 

 

4,350,000

 

   

 

 

 

3,800,000

 

   

 

 

 

14

 

 

Indrani L. Franchini, J.D.****

  

 

 

 

2,000,000

 

   

 

 

 

—

 

   

 

 

 

N/A

 

*

The value of annual equity incentive awards for each NEO is split equally between stock options and PSUs for 2021 award values and is split 50% for PSUs, 25% for stock options and 25% for RSUs for 2022 award values. See Note 5 and Note 8 to Summary Compensation Table for additional information on the calculation of the value of awards.

**

Reflects awards made in first quarter of 2023 and 2022 for 2022 and 2021 performance, respectively. Awards granted in Q1 2023 are presented for comparative purposes and are not reflected in the Summary Compensation Table for 2022. These awards will be included as 2023 compensation in the 2024 proxy statement.

***

Reflects increases that more closely align the executive officer’s award value with market competitive levels. For Dr. Greenstreet, also reflects an increase for her performance during fiscal 2022, which was her first full year serving as our Chief Executive Officer. For Mr. Poulton, also reflects an increase for his performance during fiscal 2022.

****

Ms. Franchini joined the company as Executive Vice President, Chief Legal Officer and Secretary in January 2022 and therefore did not receive any annual incentive awards in 2022 for 2021 performance.

Benefits and Other Compensation

Other compensation consultantto our executive officers consists primarily of the broad-based benefits we provide to all U.S. based employees, including health and internaldental insurance, life and external counsel.disability insurance and a 401(k) plan; however, our executive officers are not eligible to participate in our employee stock purchase 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. We provide an immediately vested matching contribution in our 401(k) plan that equals 100% of the first 2% of a plan participant’s contributions and 50% of the next 4% of contributions.

Committee Process for Setting Total Compensation

Our CEO conducts an annual performance review of our NEOs (other than the CEO) and our PC&C committee conducts an annual performance review of our CEO, 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) and senior vice presidents and above. OurThe PC&C committee reviews the compensation of our CEO and recommends any changes to our board for approval. For our other executive officers, the PC&C committee directly approves their

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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 2020,2022, 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 goalsbase salary and were approved by our chief executive officer.long-term incentive awards. In 2020,2022, our PC&C committee established the maximum cash bonus opportunity for each member of our senior management team for 2020executive officers under the 2022 annual incentive program, representingrepresented as a percentage of each individual’s base salary.

Given that we are a global commercial organization, annualAnnual performance reviews and the determination of base salary merit increases, annual cash incentive awards and annual equity awards

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for a given year occur in the first quarter of the following year. Accordingly, with respect to year-end 20202022 compensation matters, our senior management team evaluated our corporate performance atagainst the end of 2020 and the individual performance of employees, as compared to the2022 corporate goals for that year, during the first quarter of 2021. During2023 and recommended to the first quarterPC&C committee weightings with respect to company performance against these goals. Our PC&C committee then discussed the recommendations and considered the appropriate level of 2021,achievement against the respective corporate goals. As part of this process, our Chief Human Resources Officer, or CHRO, and CEO, with the assistance of Pay Governance, reviewed the performance of each of our NEOs (other than the CEO)CEO and CHRO), and our PC&C committee with input and recommendations from our CEO, evaluated each of these NEOs’ compensation and determined any increases in base salary and anythe value of annual equity awards and/or, based solely on our performance against corporate goals, cash awards under our annual incentive program.awards. Our PC&C committee together withreviewed the Chairperformance of our boardCHRO based upon the recommendation of directors, evaluated our CEO’s individual performance.CEO, without the CHRO being present for such discussion. Our PC&C committee reviewed the performance of our CEO, without the CEO being present for such discussion, and determined whether to recommend to the full board for approval any change to the CEO’sa base salary as well asincrease, the grantvalue of an annuala fiscal 2023 equity award and/orand the amount of a cash award under our annual incentive program.program for our CEO based on her target award percentage, 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 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 2021.2023.

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 Radford.Aon during the first half of 2022 and Pay Governance during the second half of 2022. In evaluating the total compensation of our NEOs, our PC&C committee, using information provided by Radford, our independent compensation consultant,

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establishes a peer group of publicly traded national and regional companies in the biopharmaceutical and biotechnology 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 650500 and 4,000)3,000) and positions, stage of development (early commercial)(commercial stage with robust pipeline), market capitalization ($5.85 billion to $52$75 billion, with emphasisa focus on middle of the range)companies with market capitalization greater than $20 billion), and product revenues (under $1.5($500 million to $3 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

 

  Global 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

international presence

 

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In addition to the criteria above, our PC&C committee also 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 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, Radford 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.

20202022 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 20192021 peer group (used for compensation decisions made in calendar year 2020,fiscal 2022, including the annual equity awards for 20192021 performance approved and granted in 2020)2022) consisted of 1816 companies operating in the biopharmaceutical/biotechnology industry. After consultation with Radford,review and analysis performed by Pay Governance during the second half of 2022, the PC&C committee determined that five companies (Acceleron Pharma, Inc., Alexion Pharmaceuticals, Inc., Ionis Pharmaceuticals, Novavax, Inc. and Ultragenyx Pharmaceutical Inc.) were no longer appropriate as peers on a go-forward basis for a variety of reasons, includingdue to changes in market capitalization size, recent regulatory developments and other considerations,and/or revenue or were recently acquired in a business transaction, and also selected twoadded three companies (Biogen Inc., Moderna Inc. and Vertex Pharmaceuticals Inc.) to be added asour peer companiesgroup based primarily on our financial and business position as an early-stagea maturing commercial company in 2020.company. The 20202022 peer group reflecting these changes and approved by our PC&C committee is shown below, with the new peer companies identified in italics. The 20202022 peer group was used in connection with compensation decisions made in February 20212023 relating to merit increases, salary market adjustments and annual equity awards for 20202022 performance.

 

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20202022 Peer Group

 

 

Acceleron Pharma, Inc.BeiGene, Ltd.

 

 

 

Exelixis, Inc.Horizon Therapeutics plc

 

  

 

Neurocrine Biosciences, Inc.

 

 

Alexion Pharmaceuticals,Biogen Inc.

Horizon Therapeutics plc

Sarepta Therapeutics, Inc.

Alkermes plc

 

 

 

Incyte Corporation

 

  

 

SeagenSarepta Therapeutics, Inc. (formerly Seattle Genetics, Inc.)

 

 

BioMarin Pharmaceutical Inc.

 

 

 

Ionis Pharmaceuticals, Inc.

 

  

 

Ultragenyx PharmaceuticalSeagen Inc.

 

 

bluebird bio, Inc.Exact Sciences Corporation

 

 

 

Jazz Pharmaceuticals plc

 

  

 

United Therapeutics Corporation

 

Exelixis, Inc.

Moderna, Inc.

Vertex Pharmaceuticals Incorporated

From the 2019 peer group, the following companies were excluded as a peer for 2020: Agios Pharmaceuticals, Inc., Intercept Pharmaceuticals, Inc., Nektar Therapeutics, Sage Therapeutics, Inc. and Vertex Pharmaceuticals Incorporated.

Compensation Benchmarking

To provide the appropriate context for executive pay decisions, our PC&C committee, in consultation with Radford,Pay Governance, 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 2020.2022.

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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 asdo. Because we need to retain significant clinical expertise and because our corporate headquarters is located in a geographic region that is highly competitive for talent, we also compete with prestigious academic and non-profit institutions. In keeping with our pay-for-performance philosophy, actual compensation levels are correlated to the achievement of corporate goals and individual performance against those 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 benchmarkmake decisions based solely on benchmarking for specific compensation elements or total compensation and does not fix compensation to any specific percentile relative to the peer companies or the broader 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,programs, with continued assistance from Radford,Pay Governance, 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 inevolution as a global commercial-stage biopharmaceutical company. In 2020, we transitioned from a unit-based to a value-basedvalue based approach for determining equityour long-term incentive awards. In 2023, we introduced restricted stock units and remixed our long-term incentive awards for all employees, including our NEOs. Our PC&C committee, with input from Radford, reviewed the value-based guidelines for equity incentive compensation awards for 2020 (including the annual equity awards that were made in February 2021) for our NEOsto 50% performance-based stock units, 25% stock options 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 2019 and 2020 was set between the 50th and 60th percentile of market, subject to adjustment for individual performance.25% restricted stock units. We expect to continue to review our equity incentive compensation guidelinesprograms annually and to make adjustments, in 2021 and beyond, as needed and dependent on our stock price and peer position, particularly in light ofappropriate, to reflect our continued global growth as we advance and continue to execute against our pipeline and commercialization efforts in 2021 and beyond.strategies.

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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 threefour 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;

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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 ObjectivesRisk Oversight

OurWe structure our pay to consist of both fixed and variable compensation programs are designed to attract, motivate and retain qualified and talentedour executives motivating them to achieve our business goals and rewarding them forproduce superior short- and long-term performance. In particular, our compensation programsresults that are intended to rewardin the achievement of specified pre-determined quantitative and qualitative individual and corporate performance goals and objectives and to align thebest interests of our senior management team with those of ourcompany 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, 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.

ComponentsWe engaged our outside compensation consultant, Pay Governance, to assist the PC&C committee in updating its evaluation of our Compensation Program

As discussed above, the guiding principle ofpolicies and practices to determine if they create excessive risk in our compensation program isprograms. Given our transition over the last several years to providebeing 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.global, commercial organization, this updated evaluation included an assessment of the potential

 

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Each Compensation Element Servesrisks 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, Pay Governance 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. Pay Governance discussed the detailed findings of this review with management in February 2023, and management provided the results of the review to the PC&C committee. As a Unique Purpose

Compensation Element

Description

Strategic Role

Base Salary

•  Fixed cash compensation

•  Targeted within the range of the market median taking into consideration each NEO’s 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—Variable Pay

•  Quantitative and qualitative performance objectives that are annually pre-determined and based on achievement of specific measures

•  Cash incentives are awarded only if corporate performance against goals is at least 50%

•  Awards capped at specified target percentage (130% for fiscal year 2020)

•  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—Variable Pay

•  Value split 50% stock options and 50% PSUs

•  Annual equity awards take the form of a 50/50 mix of multi-year time- and performance-based vesting upon achievement of clinical development, regulatory and/or commercial milestones

•  Equity awards for 2020 performance were granted in February 2021

•  Encourages executives to achieve multi-year strategic objectives and clinical development, regulatory and commercial milestones

•  Motivates executives to 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

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 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 2020 and, on average, 88% of our other NEOs’ total direct compensation for 2020, 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 2020, which were granted in February 2021, were a mix of time-based stock options and PSUs.

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Note: The figures above exclude Mr. Greene as a result of his resignation in September 2020. We included the annual equity awards made in 2020 with respect to 2019 performance, as reflected in the Summary Compensation Table for 2020 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 4 of the Summary Compensation Table below for additional information regarding the treatment of PSUs. Equity awards made for 2020 performance were granted in February 2021 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 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 2021, our PC&C committee approved increases for 2021 base salary for each of our NEOs other than our CEO, and recommended a base salary increase for our CEO to our board for approval, which our board approved. These increases, reflected below, were effective as of March 1, 2021 and were based upon the company’s performance against the corporate goals in 2020, as well as each NEO’s individual contribution in 2020 to the achievement of those corporate goals, and a review by our PC&C committee of the base salaries of comparable NEOs in our 2020 peer group. Despite a significant gap in Dr. Maraganore’s base salary relative to the market median and impressive execution by Dr. Maraganore’s against the 2020 corporate goals, his annual increase was consistent with the approved merit increase for all employees. Our PC&C committee intends towill continue to assess Dr. Maraganore’s base salary and further adjust it as necessary in future years to continue to address this gap.

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The table below sets forthevaluate on an ongoing basis the 2021 and 2020 base salaries, in dollars, and the adjustment to base salaries, as a percentage, for each of our NEOs.

Base Salary Adjustments

  Name*  

 

2021 Base
Salary($)

 

    

 

2020 Base
Salary($)*

 

    

Increase(%)        

 

 

 

  John M. Maraganore, Ph.D.

 

  

 

952,800

 

    

 

925,000

 

    

 

3        

 

  Yvonne L. Greenstreet, MBChB, MBA

 

  621,915

 

    603,800

 

    3        

 

  Akshay K. Vaishnaw, M.D., Ph.D.

 

  635,000

 

    616,500

 

    3        

 

  Jeffrey V. Poulton

 

  575,000

 

    537,600

 

    7**    

 

  Laurie B. Keating

 

  545,900

 

    530,000

 

    3        

 

*

Mr. Greene resigned from the company in September 2020 and therefore, he has been excluded from the table.

**

Includes a market adjustment of 4% to address a gap in Mr. Poulton’s base salary relative to the market median.

Short-Term Incentives—2020 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 2020 under the AIP for our NEOs, our PC&C committee and our board considered our success against pre-established 2020 corporate goals. Based on our performance in 2020, our board determined that we achieved 120% of our corporate goals for fiscal year 2020, including all of our commercial execution and early- and mid-stage pipeline goals, along with all of our late-stage pipeline goals, strategic infrastructure, growth and growth management goals, and our research platform goals, as well as the majority of our “stretch” goals.

Annual Metrics and Goal Assessment

The 2020 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 2020, as approved by our PC&C committee and our full board in determining our NEOs compensation, were as follows:

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Annual Incentive Payout Matrix

2020 Corporate Goals  Relative
Weighting(%)		   Actual
Achievement
For 2020 (As
% of Target)		   Weighted
Performance(%)		 

 

•   Execute on key commercial objectives, including:

 

      

 

¡   Achieve ONPATTRO and GIVLAARI success, and prepare for lumasiran launch, focusing on patient impact;

 

   35    100      35 

 

¡   Stretch Goal—Exceed more aggressive ONPATTRO and GIVLAARI commercial metrics.

 

   10    0        0 

 

•   Execute on key late-stage development pipeline objectives, including:

 

      

 

¡   Advance five late-stage clinical programs, including positive Phase 3 studies and one or more NDA/MAA, completing Alnylam 2020 profile;

 

   25    100      25 

 

¡   Stretch Goal – Exceed certain specified pipeline advancement timelines.

 

 

   10    100      10 

 

•   Advance early- and mid-stage research and development pipeline, while managing operating expenses to support transition to self-sustainability

 

   15    100      15 

 

•   Advance key research and platform objectives, including advancement of ESC+ GaINAc Conjugate Platform and ocular/CNS strategic therapeutic areas

 

   5    100        5 

 

•   Advance key manufacturing and global commercial readiness objectives

 

   5    100        5 

 

•   Execute on key financial objectives, including:

 

               

 

¡   Maintain strong investment discipline by prioritizing pipeline and commercial investment opportunities and executing on plans to achieve self-sustainability;

 

 

   10    100      10 

 

¡   Stretch Goal—Execute key business development transaction.

 

 

   10    100      10 

 

•   Achieve employee growth and growth management objectives with excellence, patient focus, safety, quality and compliance

 

   5    100        5 

 

Approved 2020 Corporate Performance

Level for NEOs

   130         120* 

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Calculation of Annual Cash Incentives

Annual cash incentives were calculated as shown below.

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*

If the 2020 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 2020.

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 2020, our PC&C committee approved the target awards for 2020 under the AIP, including the opportunity for eligible participants to achieve incentive awards above established bonus targets based on the company’s performance against 2020 corporate goals. No changes were made to the target award levels for our NEOs for 2020. Each potential bonus award for 2020 ranged from 0% to 130% of the individual’s target award, thus making 130% of each individual’s target award the maximum bonus award achievable in 2020 in the event the company met all of its corporate goals (100%) plus its stretch goals (30%).

The table below shows the target award under the 2020 AIP as a percentage of each NEO’s annual base salary in 2020, 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 2020 that would be paid if all of the corporate goals were met and certain goals were

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exceeded (stretch goals), (3) the actual cash bonus payments to our NEOs under the AIP for 2020 performance, which were paid in March 2021, and (4) the actual bonus payment as a percentage of the target award opportunity.

2020 Annual Incentive Program Awards

Name* 

2020

Target Award

(% of Base
Salary)

  

2020

Target

Award
Opportunity($)

  

2020

Maximum

Award
Opportunity($)**

  

2020

Actual

AIP

Payout($)

  

2020 

Actual 

AIP Payout 

(% of Target
 Award
 Opportunity) 

 

John M. Maraganore, Ph.D.

  100   925,000   1,202,500   1,110,000   120  

Yvonne L. Greenstreet, MBChB, MBA

  60   362,280   470,964   434,736   120  

Akshay K. Vaishnaw, M.D., Ph.D.

  60   369,900   480,870   443,880   120  

Jeffrey V. Poulton

  50   268,800   349,440   322,560   120  

Laurie B. Keating

  50   265,000   344,500   318,000   120  

*

Mr. Greene resigned from the company, effective September 30, 2020. Under the terms of his separation agreement, described below, Mr. Greene received a cash bonus award under the AIP of $376,380 based upon his 2020 annual salary and a target award opportunity of 60%.

**

Assuming 130% corporate performance modifier to account for stretch goals.

Long-Term Incentives – 2020 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.

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Our equity awards program is designed to:

reward demonstrated leadership and performance;

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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 granted to our executive officers upon commencement of employment and 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.

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Time- and Performance-Based Equity Awards

Our annual equity awards for 2020 performance were in the form of time-based stock option awards and PSUs. The time-based 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 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*  

2017

•    Achievement of Human Proof of Concept (POC) for Investigational Therapeutic Utilizing ESC+GaINAc Conjugate Platform (33%)

✓ November 2019

•    Filing of Third NDA or MAA for Regulatory Approval with the FDA or EMA (33%)

✓ December 2019

•    Achievement of First $500.0 Million in Cumulative Net Product Revenues (33%)

✓ February 2021

2018

•    Filing an IND or CTA for CNS or Ocular Product Candidate (33%)

•    Timing of achievement depends on success of early stage research and development efforts in CNS/ocular programs

•    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%)

•    Timing of achievement depends on progress and success of Phase 3 programs

•    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

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  Year for Award  Performance Milestone (% of Award)  Date Achieved  Status of Potential  Achievement*  

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

*

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) and our ability to manage our operating expenses. Actual achievement may be based upon events not listed above.

Any determination as to whether or not a vesting event has been met shall 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.

Stock option awards typically have a term of ten years and 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 and exercise rights for vested awards typically cease three months following termination of employment, except in the case of death or disability, or with respect to members of our management board, in the event of a qualifying termination following a CIC. Prior to the exercise of an option or the vesting of a PSU, the holder does not have any rights as a stockholder with respect to the shares subject to such option or 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 consistentrisks associated with our compensation philosophy, our PC&C committee approved annual equity incentive awards for our executive officers for 2020 performance in February 2021. As noted above, in connectionpolicies and practices with the continued assessment of our equity incentive program, beginning with annual awards for 2019 (that were made in February 2020)input from its compensation consultant 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. The guideline for award levels for NEOs for 2019internal and 2020 was set between the 50th and 60th percentile of market, subject to adjustment for individual performance.external counsel.

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 employmentEmployment Arrangements

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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 2020 and 2019 performance, the value of such awards and the percentage change from 2020 versus 2019, 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

 

 

2020

(#)***

 

  

2019

(#)***

 

  

2020 versus
2019

Year-over-
Year
Change(%)

 

  

2020

(#)***

 

  

2019

(#)***

 

  

2020 versus
2019

Year-over-
Year
Change(%)

 

  

2020

($)***

 

  

2019

($)***

 

  

2020 versus
2019

Year-over-
Year

Change(%)

 

 

 

  John M. Maraganore, Ph.D.

 

 

 

 

79,998

 

 

 

 

 

 

88,240

 

 

 

 

 

 

-9

 

% 

 

 

 

 

42,879

 

 

 

 

 

 

48,709

 

 

 

 

 

 

-12

 

% 

 

 

 

 

13,000,000

 

 

 

 

 

 

11,500,000

 

 

 

 

 

 

13

 

% 

 

  Yvonne L. Greenstreet, MBChB, MBA

 

 

 

 

28,800

 

 

 

 

 

 

27,623

 

 

 

 

 

 

4

 

% 

 

 

 

 

15,437

 

 

 

 

 

 

15,248

 

 

 

 

 

 

1

 

% 

 

 

 

 

4,680,000

 

 

 

 

 

 

3,600,000

 

 

 

 

 

 

30

 

% 

 

  Akshay K. Vaishnaw, M.D., Ph.D.

 

 

 

 

28,800

 

 

 

 

 

 

27,623

 

 

 

 

 

 

4

 

% 

 

 

 

 

15,437

 

 

 

 

 

 

15,248

 

 

 

 

 

 

1

 

% 

 

 

 

 

4,680,000

 

 

 

 

 

 

3,600,000

 

 

 

 

 

 

30

 

% 

 

  Jeffrey V. Poulton

 

 

 

 

23,200

 

 

 

 

 

 

24,554

 

 

 

 

 

 

-6

 

% 

 

 

 

 

12,435

 

 

 

 

 

 

13,544

 

 

 

 

 

 

-8

 

% 

 

 

 

 

3,770,000

 

 

 

 

 

 

3,200,000

 

 

 

 

 

 

18

 

% 

 

  Laurie B. Keating

 

 

 

 

17,846

 

 

 

 

 

 

24,554

 

 

 

 

 

 

-27

 

% 

 

 

 

 

9,556

 

 

 

 

 

 

13,544

 

 

 

 

 

 

-29

 

% 

 

 

 

 

2,900,000

 

 

 

 

 

 

3,200,000

 

 

 

 

 

 

-9

 

% 

 

  Barry E. Greene*

 

 

 

 

—

 

 

 

 

 

 

29,925

 

 

 

 

 

 

N/A

 

 

 

 

 

 

—

 

 

 

 

 

 

16,519

 

 

 

 

 

 

N/A

 

 

 

 

 

 

—

 

 

 

 

 

 

3,900,000

 

 

 

 

 

 

N/A

 

 

*

Mr. Greene resigned from the company, effective September 30, 2020.

**

See Note 4 and Note 5 to Summary Compensation Table for additional information on the calculation of the value of awards.

***

Reflects awards made in first quarter of 2021 and 2020 for 2020 and 2019 performance, respectively. Awards granted in February 2021 for 2020 performance are presented for comparative purposes and are not reflected in the Summary Compensation Table for 2020. These awards will be included as 2021 compensation in the 2022 proxy statement.

In addition to the annual equity awards described above, in October 2020, the PC&C committee approved a one-time strategic PSU award for all members of our management board who were employed at such time, including the NEOs (but excluding the CEO). The value of these one-time strategic PSU awards was equal to each individual’s 2020 annual base salary. The value of each PSU award and the number of PSUs granted is set forth in the table below.

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One-Time Strategic Performance-Based Equity Awards

  Name*  

 

Grant Date

 

   

 

Number of One-Time
PSUs Granted (#)

 

   

Grant Date Fair
Value of
One-Time
Performance–
Based
Awards if 100%
Achievement
Probable($)**

 

 

 

 

  John K. Maraganore, Ph.D.

 

  

 

 

 

 

N/A

 

 

 

 

  

 

 

 

 

N/A

 

 

 

 

  

 

 

 

 

N/A

 

 

 

 

  Yvonne L. Greenstreet, MBChB, MBA

 

   

 

10/07/2020

 

 

 

   

 

4,153

 

 

 

   

 

603,846

 

 

 

  Akshay K. Vaishnaw, M.D., Ph.D.

 

   

 

10/07/2020

 

 

 

   

 

4,241

 

 

 

   

 

616,641

 

 

 

  Jeffrey V. Poulton

 

   

 

10/07/2020

 

 

 

   

 

3,698

 

 

 

   

 

537,689

 

 

 

  Laurie B. Keating

 

   

 

10/07/2020

 

 

 

   

 

3,646

 

 

 

   

 

530,128

 

 

 

*

Mr. Greene resigned from the company, effective September 30, 2020 and therefore did not receive a one-time strategic PSU award.

**

Reflects the grant date fair value of such PSU awards, based upon maximum achievement. The value is calculated based on the number of PSUs granted multiplied by $145.40 per share (the closing price of our common stock on the Nasdaq Global Select Market on the grant date).

These one-time strategic PSU awards vest upon the later of the one-year anniversary of the grant date and achievement of positive Phase 3 data in a key clinical development program. 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.

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.

Employment Arrangements

Our CEO and our executive officers are at-will employees and do not have employment agreements.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. 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 her letter of employment,the Greenstreet Employment Agreement, Dr. Greenstreet is entitledreceived a one-time cash award of $250,000 on January 1, 2022 to receive reimbursement for certain expenses related tofacilitate her relocationtransition to the Boston area in connection with her serving as wellCEO 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 tax-gross upportion 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 certain taxable relocation payments,one year periods unless written notice to terminate is given by either party.

Potential Payments Upon Termination or Change-in-Control

Certain executives, including our NEOs, may be entitled to severance and/or change in control protections pursuant to 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 has been extendedallows 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 us beyond the agreed upon two-year term.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

 

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In connection with his resignation from Alnylam, following seventeen years of service, we entered into a letter agreement with Mr. Greene dated August 26, 2020. Under the letter agreement, Mr. Greene agreed to provide consulting services to us for up to 10 hours per month, on an as needed basis, for a two-year period and also agreed to extend the length of certain pre-existing non-compete and non-solicitation obligations to remain in effect for two years following his resignation. During the two-year period ending September 30, 2022, Mr. Greene will receive as full compensation for his consulting services (i) cash compensation equal to $627,300, less lawful deductions, paid in bi-weekly installments during the period of October 1, 2020 through September 30, 2021, and (ii) continued vesting for all equity awardsseverance, her outstanding as of September 30, 2020 during the period from October 1, 2020 through September 30, 2022. All outstandingunvested equity awards will cease vesting as of September 30, 2022 and will be exercisable for three months thereafter, orcontinue to vest until the tenthsecond anniversary of the termination date, and her outstanding stock options shall remain exercisable until the earlier of grant, whichever is earlier. We also paid Mr. Greene a lump sum equal to 18 monthsthe second anniversary of our portionthe termination date and the original expiration dates of monthly COBRA premiums for Mr. Greene. Under the letter agreement, in January 2021, Mr. Greene received a cash bonus for fiscal year 2020 of $376,380, representing his target percentage award of 60% of current base salary under the AIP. Under the letter agreement, Mr. Greene has agreed to a general release and certain other standard terms and conditions.

Potential Payments Upon Termination or Change-in-Control

We have entered into an individual CIC agreement with each member of our management board, including our CEO and all of our other current NEOs. In 2020, our PC&C committee reviewed the benefitssuch options; provided under these agreements and increased the amounts payable to our CEO under such CIC agreement, which was initially entered into in November 2017. The CIC agreements entitle each executive to certain benefitsthat in the event that a CIC occurs on or before the second anniversary of certain terminationsthe termination date, her then-outstanding stock options will be treated in the same manner as the then-outstanding stock options held by continuing members of the company’s executive leadership team.

In addition, under the Greenstreet Employment Agreement, if Dr. Greenstreet’s employment with usis terminated by the company without Cause or by Dr. Greenstreet for Good Reason within 1218 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 executiveshe will be entitled to receive (i) a lump sum cash payment equal to one and a half times, or in the case of our CEO, two 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 executiveshe was participating in our group health plan immediately prior to such termination and elects continuation coverage under COBRA, a monthly cash payment for 1824 months (or, in the case of our CEO, 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 he or she had remained employed. In addition, following a CIC and qualifying termination of employment, all of an executive’sher outstanding unvested stock options and other stock-based awards shall immediately accelerate and become fully exercisable or nonforfeitable. Receipt

If any payment and benefits to be paid or provided to Dr. Greenstreet, whether pursuant to the terms of theseher 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 of our executive officers, including all NEOs, with the exception of our CEO. The CIC agreements entitle each executive officer to certain benefits in the event of certain terminations of employment within 12 months following a CIC (as defined in the CIC agreement). Pursuant to each CIC agreement, if an executive officer is subjectterminated by us without Cause (as defined in the CIC agreement) or if an executive officer terminates employment for Good Reason (as defined in the CIC agreement), in either case, within 12 months following a CIC, such executive officer will be entitled to executionreceive (i) a lump sum cash payment equal to one and a half times the sum of: (A) such executive officer’s annual base salary in effect immediately prior to termination (or prior to the CIC, if higher) and (B) such executive officer’s target bonus for the fiscal year in which the CIC occurred; and (ii) if the executive officer was participating in our group health plan immediately prior to such termination and elects continuation coverage under COBRA, a monthly cash payment for 18 months (or the expiration of the COBRA continuation period, if earlier) equal to the monthly employer contribution we would have paid to provide the executive with health insurance if such executive officer remained employed. In addition, following a general releaseCIC and qualifying termination of claims in favoremployment, all of us.an executive officer’s outstanding unvested stock options and other stock-based awards shall immediately accelerate and become fully exercisable or nonforfeitable.

If any payment and benefits to be paid or provided to an executive officer, whether pursuant to the terms of a CIC Agreement, employment agreement or otherwise, would be subject to “golden

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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.

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Each CIC Agreement will terminate upon the earlier of (i) an executive’sexecutive officer’s termination of employment with us for any reason prior to a CIC, (ii) an executive’sexecutive officer’s termination of employment with Alnylamus after a CIC other than for Cause or without Good Reason or (iii) the date that is 12 months after a CIC, if the executive officer is still employed by the company.

There are no other agreements with our NEOs that provide for separation pay in the event of a termination of employment.

Stock Ownership Guidelines

We have stock ownership guidelines for our directors and our executive officers. Under these guidelines, directors (other than our CEO) are required to hold equity securities havingshares of our stock that have a minimum value of three times the annual cash retainer (currently $165,000), our CEO is required to hold equity securities havingshares of our stock that have a minimum value of six times hisher base salary and all of our other executive officers are required to hold equity securities havingshares of our stock that have 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”“in-the-money” stock options. The company reviews compliance with these guidelines annually valuing stock at the higher of the fair market value on date of review or the trailing 90-day average. Alland all of our directors (including our CEO) and our executive officers are currently in compliance withcompliance. Based on stockholder feedback, our PC&C committee is evaluating our ownership guidelines.guidelines, particularly the forms of equity that count towards the guideline, to determine if any changes are warranted at this time. Although our PC&C committee expected to update these guidelines before the 2023 annual meeting, it determined that it would be appropriate to further deliberate and revise the guidelines after the transition to its new compensation consultant, Pay Governance, and after receiving any subsequent feedback from stockholders. Our PC&C committee intends to finalize any updates to these guidelines during fiscal 2023.

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 officersemployees at the level of vice president and above.above, including our executive officers. The policy provides that covered executives who engage in misconduct, including embezzlement, fraud, willful misconduct or breach of fiduciary duty, resulting

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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 the 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 such misconduct. We are planning to adopt an updated clawback policy that will be in compliance with SEC rules and the new Nasdaq rules (once such rules become effective).

Role of the Compensation Consultant

Pursuant to its charter, our PC&C committee has the authority to select and retain independent advisors and counsel to assist it with carrying out its duties and responsibilities, and we have provided appropriate funding to the PC&C committee to do so. The PC&C committee previously exercised this authority and engaged Aon’s Human Capital Solutions practice (formerly Radford), a division of Aon plc, or Aon, as an independent compensation consultant. During 2022, our PC&C committee determined that it would be appropriate to review the retention of Aon as its adviser. Our PC&C committee made this determination after consideration of the company’s continued evolution as a global, commercialized biopharmaceutical company, its strategic goal of becoming a top-tier global biotech company, and the departure from Aon of the long-term representative who provided primary advice to the committee. Our PC&C committee, with management’s assistance, conducted a review of potential advisers and, after deliberation determined that it would be appropriate to change advisors and retain the services of Pay Governance as its independent compensation consultant, effective July 2022.

During the first half of 2022, Aon served as an advisor to our PC&C committee on topics primarily related to our total compensation program, our equity compensation program, and director and executive compensation. Aon reported directly to our PC&C committee chair on the matters on which it had been retained. For 2022, we paid Aon approximately $193,000 for advice and services provided to the PC&C committee in its capacity as an independent compensation consultant. During the second half of fiscal 2022, Pay Governance served as the advisor to our PC&C committee on topics primarily related to our total rewards practices review, our long-term incentive compensation program and our future incentive compensation program strategy, director and executive compensation, and peer group selection and evaluation. For 2022, we paid Pay Governance approximately $236,000 for advice and services provided to the PC&C committee. Pay Governance did not provide any services to the company in addition to services that it provided to our PC&C committee.

Our PC&C committee regularly reviews the services provided by its outside consultants and believes that both Aon and Pay Governance are independent from the company in providing executive compensation consulting services. Our PC&C committee has assessed the independence of Aon and Pay Governance consistent with Nasdaq Global Select Market listing standards and SEC rules and has concluded that the engagement of Aon and Pay Governance does not raise any conflicts of interest. Our PC&C committee continues to monitor the independence of its compensation consultant on a periodic basis.

In addition to their services with respect to compensation for the NEOs, directors and other matters, described above, in 2022, Aon provided compensation consulting services to our management with respect to the compensation of employees outside the United States, as well as assistance with certain proxy-related matters. For 2022, we paid Aon approximately $375,600 for

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advice and services that were not related to executive compensation, director compensation and the related matters specified above, including for international benefit brokerage services and consulting, and compensation surveys. The decision to use Aon for such additional advice and services was made by management. While the PC&C committee does not pre-approve these non-executive compensation services, it reviewed Aon’s internal guidelines and practices designed to guard against conflicts to 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 Aon provided to the company in 2022 did not impact advice and services that Aon provided to the PC&C committee on such matters or the independence of Aon with respect to management.

Tax and Accounting Considerations

Section 162(m) of the Code generally places a $1 million limit on the amount of compensation a company can deduct in any one year for certain executive officers and certain other individuals.individuals, unless the compensation qualifies for certain limited exceptions (including the “performance-based compensation” exception) for certain compensation paid pursuant to a written binding contract in effect on November 2, 2017 and not materially modified on or after such date. While the PC&C committee considers tax deductibility as one factor in determining executive

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compensation, the PC&C committee also looks at other factors in making its decisions, as noted above, and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by us for tax purposes. The exemption from Section 162(m)’s deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our NEOs in excess of $1 million will not be deductible unless it qualifies for the limited transition relief applicable to certain arrangements in place as of November 2, 2017.

Despite the PC&C committee’s efforts to structure certain performance-based awards in a manner intended to be exempt from Section 162(m) and therefore not subject to its deduction limits, because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, including the uncertain scope of the transition relief under the legislation repealing the performance-based compensation exemption from the deduction limit, no assurance can be given that compensation intended to satisfy the requirements for exemption from Section 162(m) in fact will. Further, the PC&C committee reserves the right to modify compensation that was initially intended to be exempt from Section 162(m) if it determines that such modifications are consistent with our business needs. The PC&C committee believes that stockholder interests are best served if its discretion and flexibility in awarding compensation is not restricted, even though some compensation awards may result in non-deductible compensation expenses.

People, Culture and Compensation Committee Report on Executive Compensation

The members of our people, culture and compensation committee have reviewed and discussed the “Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K with management. Based upon such review and discussions, our people, culture and compensation committee recommended to our board that such section be included in this proxy statement and incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2020,2022, which was filed with the SEC on February 11, 2021.23, 2023.

This people, culture and compensation committee report shall not be deemed to be incorporated by reference into any filing made by the company under the Securities Act of 1933 or the Exchange Act, notwithstanding any general statement contained in any such filing incorporating this Proxy Statement by reference, except to the extent the company incorporates such Report by specific reference.

By the people, culture and compensation committee of the board of directors of Alnylam,

Amy W. Schulman,Colleen F. Reitan, Chair

Steven M. Paul, M.D.

Olivier Brandicourt, M.D.

Amy W. Schulman

 

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Executive Compensation

The following table sets forth the total compensation paid or accrued for the years ended December 31, 2020, 20192022, 2021 and 20182020 to our NEOs.

Summary Compensation Table

 

  Name and Principal Position

 

 

 

Year

 

 

  

Salary
($)

 

 

  

Bonus
($)

 

 

  

Stock
Awards

($)(4)

 

 

  

Option
Awards

($)(5)

 

 

  

Non-Equity
Incentive Plan
Compensation

($)(6)

 

  

All Other
Compensation

($)(7)

 

 

  

Total
($)

 

 

 

  John M. Maraganore, Ph.D.
  Chief Executive Officer (principal
  executive officer)

 

  2020   946,200   —       —        5,746,295   1,110,000   15,669   7,818,164 
  2019   845,000   —       1,204,195   4,327,138   913,750   27,773   7,317,856 
  

 

2018

 

 

 

  

 

800,000

 

 

 

  

 

—    

 

 

 

  

 

—     

 

 

 

  

 

3,782,231

 

(8) 

 

  

 

480,000

 

 

 

  

 

27,038

 

 

 

  

 

5,089,269

 

 

 

  Yvonne L. Greenstreet, MBChB, MBA(1)
  President and Chief Operating Officer

  2020   621,500   —       —        1,798,843   434,736   178,922   3,034,001 
  2019   571,423   —       460,360   1,654,494   370,875   192,873   3,250,025 
  

 

2018

 

 

 

  

 

540,000

 

 

 

  

 

—    

 

 

 

  

 

—     

 

 

 

  

 

1,801,063

 

(8) 

 

  

 

216,000

 

 

 

  

 

125,692

 

 

 

  

 

2,682,755

 

 

 

  Akshay K. Vaishnaw, M.D., Ph.D.
  President, Research and Development

  2020   634,600   —       —        1,798,843   443,880   16,497   2,893,820 
  2019   586,530   —       460,360   1,654,494   378,680   20,888   3,100,952 
  

 

2018

 

 

 

  

 

570,000

 

 

 

  

 

—    

 

 

 

  

 

—     

 

 

 

  

 

1,801,063

 

(8) 

 

  

 

228,000

 

 

 

  

 

20,608

 

 

 

  

 

2,619,671

 

 

 

  Jeffrey V. Poulton(2)
  Executive Vice President, Chief Financial
  Officer (principal financial officer)

 

  2020   556,800   —       —        1,598,986   322,560   14,113   2,492,459 
  

 

2019

 

 

 

  

 

254,808

 

 

 

  

 

—    

 

 

 

  

 

—     

 

 

 

  

 

5,479,525

 

 

 

  

 

136,740

 

 

 

  

 

6,343

 

 

 

  

 

5,877,416

 

 

 

  Laurie B. Keating
  Executive Vice President, Chief Legal
  Officer and Secretary

  2020   544,600   —       —        1,598,986   265,000   25,562   2,434,148 
  2019   490,400   —       354,110   1,272,688   268,750   35,732   2,421,680 
  

 

2018

 

 

 

  

 

446,700

 

 

 

  

 

—    

 

 

 

  

 

—     

 

 

 

  

 

990,584

 

(8) 

 

  

 

144,000

 

 

 

  

 

32,734

 

 

 

  

 

1,614,018

 

 

 

  Barry E. Greene(3)
  Former President

  2020   484,000   —       457,596(9)   8,313,010(9)   376,380   717,332   10,348,318 
  2019   596,820   —       460,360   1,654,494   385,323   21,367   3,118,364 
  2018   580,000   —       —        2,161,275(8)   232,000   21,108   2,994,383 
                                 
  Name and Principal Position Year  

Salary

($)

  

Bonus

($)

 Stock
Awards
($)		  

Option

Awards

($)(5)

  

Non-Equity

Incentive Plan

Compensation

($)(6)

  

All Other

Compensation

($)(7)

  

Total

($)

 

  Yvonne L. Greenstreet, MBChB, MBA (1)
  Chief Executive Officer (principal
  executive officer)

  2022   850,000  —  —       (8)   2,498,790   977,500   262,520   4,588,810 
  2021   619,100  —  —       (8)   7,341,000(10)   429,120   186,000   8,575,220 
  2020   621,500  —  —       (8)   1,798,843   434,736   178,922   3,034,001 

  Akshay K. Vaishnaw, M.D., Ph.D. (2)
  President

  2022   725,000  —  —       (8)   2,348,850   500,250   17,520   3,591,620 
  2021   632,200  —  —       (8)   4,339,785(10)   438,150   14,900   5,425,035 
  2020   634,600  —  —       (8)   1,798,843   443,880   14,903   2,892,226 

  Jeffrey V. Poulton
  Executive Vice President, Chief Financial   Officer (principal financial officer)

  2022   604,500  —  —       (8)   1,449,280   350,750   17,100   2,421,630 
  2021   569,200  —  —       (8)   1,884,125   330,630   14,220   2,798,175 
  2020   556,800  —  —       (8)   1,598,986   322,560   14,622   2,492,968 

  Pushkal P. Garg, M.D. (3)
  Chief Medical Officer and
  Executive Vice President, Development
  & Medical Affairs

  2022   625,000  —  —       (8)   1,899,100   359,380   17,100   2,900,580 
  2021   568,900  —  —       (8)   3,084,650   380,220   14,220   4,047,990 
  2020   553,200  —  —       (8)   1,698,950   321,360   14,240   2,587,750 
        

  Indrani L. Franchini, J.D. (4)
  Executive Vice President, Chief Legal
  Officer and Secretary

  2022   535,400  —  2,250,040(9)   2,247,940   333,500   41,340   5,408,220 

 

 (1)

Dr. Greenstreet has served as our CEO since January 1, 2022. She previously served as our president and chief operating officer since October 2020, and was our chief operating officer since March 2019 and was compensated at the president level.2019. Prior to that time, she was our executive vice president, chief operating officer from September 2016 to March 2019.

 

 (2)

Mr. Poulton joined Alnylam in July 2019 andDr. Vaishnaw was appointed as ourPresident effective January 1, 2022.

(3)

Dr. Garg was appointed executive vice president, chief financialmedical officer in January 2022.

(4)

Ms. Franchini joined Alnylam as executive vice president, chief legal officer and principal financial and accounting officersecretary in August 2019.January 2022. The amount reported as salary for 20192022 represents the total salary earned by Mr. PoultonMs. Franchini during 20192022 and is based upon an annual salary of $530,000, $580,000, pro-rated to reflect hisher partial year of employment. Mr. PoultonMs. Franchini was eligible to participate in the 20192022 annual cash incentive program with a pro-rated award.program. In addition, Mr. PoultonMs. Franchini received a stock option award upon commencement of hisher employment. Mr. Poulton alsoMs. Franchini was eligible to receive an annual stock option award for 2019,2022, which was granted in February 2020.2023 and therefore, is not reflected in the table above.

 

 (3)

Mr. Greene resigned from Alnylam, effective September 30, 2020. The amount reported as salary for 2020 represents the total salary earned by Mr. Greene during 2020 prior to his resignation and is based upon an annual 2020 salary of $627,300. In connection with his resignation, we entered into a letter agreement with Mr. Greene, pursuant to which Mr. Greene agreed to provide consulting services to us for up to 10 hours per month, on an as needed basis, for a two-year period. During the two-year period ending September 30, 2022, Mr. Greene will receive as full compensation for his consulting services (i) cash compensation equal to $627,300, less lawful deductions, to be paid in bi-weekly installments during the period of October 1, 2020 through September 30, 2021, and (ii) continued vesting for all equity awards outstanding as of September 30, 2020 during the period from October 1, 2020 through September 30, 2022. All outstanding equity awards will cease vesting as of September 30, 2022 and will be exercisable for three months thereafter, or until the tenth anniversary of the date of grant, whichever is earlier. We also paid Mr. Greene a lump sum equal to 18 months of our portion of monthly COBRA premiums for Mr. Greene. Under the letter agreement, in January 2021, Mr. Greene received a cash bonus for fiscal year 2020 of $376,380, representing his target percentage award of 60% of current base salary under the AIP.

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(4)(5)

The amounts reported in the StockOption Awards column represent the aggregate grant date fair value for the fiscal years ended December 31, 20202022, 2021, and 20192020 of grants of PSUstime-based stock options to each of the NEOs, calculated in accordance with the provisions of FASB ASC Topic 718. The assumptions we used in calculating these amounts are included in Note 1412 of our audited consolidated financial statements for the year ended December 31, 20202022 included in our Annual Report on Form 10-K, filed with the SEC on February 11,23, 2023. To see the value actually realized by the NEO from stock option exercises in 2022, see the 2022 Option Exercises and Stock Vested table appearing below.

Options granted in February 2020 for 2019 performance are reflected in the Summary Compensation Table above for 2020. Options granted in February 2021 for 2020 performance are reflected in the Summary Compensation Table above for 2021. Options granted in February 2022 for 2021 performance are reflected in the Summary Compensation Table above for 2022. Options granted in February 2023 for 2022 performance are not reflected in the Summary Compensation Table above for 2022 and will be included as 2023 compensation in the 2024 proxy statement.

The amounts reported in the Summary Compensation Table for these time-based stock option awards may not represent the amounts that the NEOs will actually realize from the awards. Whether, and to what extent, a NEO realizes value will depend on our actual operating performance, stock price fluctuations and the NEO’s continued employment.

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(6)

The amounts reported in the Non-Equity Incentive Plan Compensation column reflect the annual cash incentive bonus earned by the NEOs for each respective year. The annual cash incentive bonuses were paid in the first quarter of the calendar year following the year to which the cash bonus relates.

(7)

The amounts reported in the All Other Compensation column reflect, for each NEO, the sum of (i) the dollar value of life insurance premiums we paid; (ii) the amount we contributed to the 401(k) plan; and (iii) the incremental cost to us of all perquisites and other personal benefits. Specifically, the All Other Compensation column above includes:

  Name Year 

Term Life

Insurance

Premiums Paid

by Alnylam

($)

 

Dollar Value of
Contribution by Alnylam
to the Executive’s
Account
Under 401(k) Plan

($)

 

Incremental Cost to
Alnylam of All
  Perquisites and Other  
Personal Benefits

($)

  Yvonne L. Greenstreet, MBChB, MBA

   2022   7,520   5,000   250,000(a)
   2021   4,900   5,000   176,100(a)
   2020   5,357   7,000   166,565(a)

  Akshay K. Vaishnaw, M.D., Ph.D.

   2022   7,520   10,000   —
   2021   4,900   10,000   —
   2020   5,386   11,000   111(b)

  Jeffrey V. Poulton

   2022   4,900   12,200   —
   2021   2,620   11,600   —
   2020   2,713   11,400   —

  Pushkal P. Garg, M.D.

   2022   4,900   12,200   —
   2021   2,620   11,600   —
   2020   2,840   11,400   —

  Indrani L. Franchini, J.D.

   2022   2,420   9,520   29,400(c)

(a)

For 2022, 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. For 2021, represents amounts paid to Dr. Greenstreet for relocation assistance pursuant to her letter of employment, including $98,000 in reimbursement for relocation expenses and $78,100 for a gross-up related to taxable relocation benefits. For 2020, amount represents $111 for an employee fitness benefit, paid by the company, $117,600 in reimbursement for relocation expenses and $48,854 for a gross-up related to taxable relocation benefits.

(b)

Represents amounts for an employee fitness benefit, paid by the company.

(c)

Represents amounts paid for commuting and lodging expenses for Ms. Franchini in connection with travel to our Cambridge office.

(8)

Amounts represent the aggregate grant date fair value for grants of PSUs, calculated in accordance with the provisions of FASB ASC Topic 718. In accordance with SEC rules, these amounts are calculated based on the probable outcome of the performance conditions as of the grant date. For PSUs granted during 2022 for 2021 performance, we determined that, as of the date of grant, it was not probable, as defined under applicable accounting guidance, that any of the performance conditions would be achieved and assigned a grant date fair value of $0. If we had determined that, as of the date of grant, it was probable that 100% of the performance conditions would be achieved, we would have assigned a grant date fair value of $7,500,030 for Dr. Greenstreet, $2,350,080 for Dr. Vaishnaw, $1,450,070 for Mr. Poulton and $1,900,000 for Dr. Garg. Ms. Franchini joined Alnylam in January 2022 and did not receive a PSU award in 2022 for 2021 performance. For PSUs granted during 2021 for 2020 performance, we determined that, as of the date of grant, it was not probable, as defined under applicable accounting guidance, that any of the performance conditions would be achieved and assigned a grant date fair value of $0. If we had determined that, as of the date of grant, it was probable that 100% of the performance conditions would be achieved, we would have assigned a grant date fair value of $2,340,090 for Dr. Greenstreet, $2,340,090 for Dr. Vaishnaw, $1,885,020 for Mr. Poulton and $1,885,020 for Dr. Garg. For PSUs granted during 2020, which included awards granted in February 2020 for 2019 performance and a one-time strategic award granted in October 2020 to all members of our management board,executive leadership team, including the NEOs (but excluding the CEO), we determined that, as of the dates of grant, it was not probable, as defined under applicable accounting guidance, that any of the performance conditions would be achieved and assigned a grant date fair value of $0. If we had determined that, as of the dates of grant, it was probable that 100% of the performance conditions would be achieved, we would have assigned a grant date fair value of $5,750,097 for Dr. Maraganore, $2,403,873 for Dr. Greenstreet, $2,416,668 for Dr. Vaishnaw, $2,137,739 for Mr. Poulton $2,130,178 for Ms. Keating and $1,950,068 for Mr. Greene. For PSUs granted in 2019, which include awards granted in February 2019 for 2018 performance, the amounts reported in the stock awards column represent the grant date fair value of the portion of such awards for which the performance conditions were deemed probably as of the grant date. The grant date fair value of such awards, based upon maximum achievement, would be $3,612,500$2,135,703 for Dr. Maraganore, $1,381,250 for Dr. Greenstreet, $1,381,250 for Dr. Vaishnaw, $1,062,500 for Ms. Keating and $1,381,250 for Mr. Greene. Mr. Poulton joined Alnylam in July 2019 and did not receive a PSU award for 2018 performance. We did not grant PSUs to any of our NEOs in 2018.Garg.

 

 (5)(9)

Ms. Franchini received an RSU award upon commencement of her employment in January 2022. The amounts reported in the Option Awards column represent the aggregate grant date fair value for the fiscal years ended December 31, 2020, 2019 and 2018 of grants of time-based stock options to each of the NEOs,such award, calculated in accordance with the provisions of FASB ASC Topic 718. The assumptions we used in calculating these amounts are included in Note 14 of our audited consolidated financial statements for the year ended December 31, 2020 included in our Annual Report on Form 10-K, filed with the SEC on February 11, 2021. To see the value actually realized by the NEO from stock option exercises in 2020, see the 2020 Option Exercises and Stock Vested table appearing below.

In connection with the continued build-out of our global commercial organization and preparations for the potential launch of our first commercial product in 2018, our PC&C committee shifted the timing of annual performance reviews and the determination of annual equity awards for 2017 from the fourth quarter of the year to the first quarter of the subsequent year. As a result, options granted in March 2018 for 2017 performance were not reflected in the Summary Compensation Table for 2017 and instead are included as 2018 compensation in this proxy statement. In addition, options granted in February 2019 for 2018 performance are reflected in the Summary Compensation Table above for 2019. Options granted in February 2020 for 2019 performance are reflected in the Summary Compensation Table above for 2020. Options granted in February 2021 for 2020 performance are not reflected in the Summary Compensation Table above for 2020 and will be included as 2021 compensation in the 2022 proxy statement.

The amounts reported in the Summary Compensation Table for these time-based stock option awards may not represent the amounts that the NEOs will actually realize from the awards. Whether, and to what extent, a NEO realizes value will depend on our actual operating performance, stock price fluctuations and the NEO’s continued employment.

(6)

The amounts reported in the Non-Equity Incentive Plan Compensation column reflect the annual cash incentive bonus earned by the NEOs for each respective year under the AIP. The annual cash incentive bonuses were paid in the first quarter of the calendar year following the year to which the cash bonus relates.

(7)

The amounts reported in the All Other Compensation column reflect, for each NEO, the sum of (i) the dollar value of life insurance premiums we paid; (ii) the amount we contributed to the 401(k) plan in respect of such executive officer; and (iii) the incremental cost to us of all perquisites and other personal benefits. Specifically, the All Other Compensation column above includes:

  Name

 

 

 

Year

 

 

  

Term Life
Insurance
Premiums Paid
by Alnylam

($)

 

 

  

Dollar Value of
Contribution by Alnylam

to the Executive’s
Account

Under 401(k) Plan

($) (a)

 

 

  

Incremental Cost to

Alnylam of All

Perquisites and Other

Personal Benefits

($)

 

 

 

  John M. Maraganore, Ph.D.

 

  

 

2020

 

 

 

  

 

5,669

 

 

 

  

 

10,000

 

 

 

  

 

—

 

 

 

  Yvonne L. Greenstreet, MBChB, MBA

 

  

 

2020

 

 

 

  

 

5,357

 

 

 

  

 

7,000

 

 

 

  

 

166,565

 

(b) 

 

  Akshay K. Vaishnaw, M.D., Ph.D.

 

  

 

2020

 

 

 

  

 

5,386

 

 

 

  

 

11,000

 

 

 

  

 

111

 

(c) 

 

  Jeffrey V. Poulton

 

  

 

2020

 

 

 

  

 

2,713

 

 

 

  

 

11,400

 

 

 

  

 

—

 

 

 

  Laurie B. Keating

 

  

 

2020

 

 

 

  

 

15,562

 

 

 

  

 

10,000

 

 

 

  

 

—

 

 

 

  Barry E. Greene

 

  

 

2020

 

 

 

  

 

4,462

 

 

 

  

 

10,000

 

 

 

  

 

702,870

 

(d) 

 

(a)

Prior to 2020, contributions by Alnylam to the executive’s account under 401(k) plan was in the form of Alnylam common stock. Amounts included in the Summary Compensation Table for 2019 and 2018 represent the dollar value of Alnylam common stock contributed by Alnylam.

(b)

Represents $111 for an employee fitness benefit, paid by Alnylam, in 2020, as well as amounts paid to Dr. Greenstreet for relocation assistance pursuant to her letter of employment, including $117,600 in reimbursement for relocation expenses and $48,854 for a gross-up related to taxable relocation benefits in 2020, $122,103 in reimbursement for relocation expenses and $50,848 for a gross-up related to taxable relocation benefits in 2019, and $75,146 in reimbursement for relocation expenses and $31,368 for a gross-up related to taxable relocation benefits in 2018.

 

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Page | 7875

 (c)(10)

Represents amounts for an employee fitness benefit, paid by Alnylam.

(d)

This amount includes $632,162 in paid and accrued salary continuation, $34,500 in paid COBRA premiums and $36,208 paid for accrued vacation, in each case paid under Mr. Greene’s separation agreement.

(8)

Each of the March 1, 2018 annualIncludes stock option awards included certain stock optionsmade to each of Dr. Greenstreet and Dr. Vaishnaw on December 31, 2021 in connection with promotions that are subject to vesting upon the achievement of specific performance conditions. In accordance with SEC rules, the grant date fair value to be reported for performance-based stock options, or PBOs, in the Option Awards column is calculated based on the probable outcome of the performance conditionstook effect as of the grant date. We determined that as of the date of the grant it was not probable, as defined under applicable accounting guidance, that any of the performance conditions would be achieved and assigned a grant date fair value of $0 in the Options Awards column based on this evaluation. For PBOs granted in 2018, we determined the grant date fair value of such awards, based upon maximum achievement, would be $3,782,231 for Dr. Maraganore, $1,801,063 for Dr. Greenstreet, $1,801,063 for Dr. Vaishnaw, $990,584 for Ms. Keating and $2,161,275 for Mr. Greene.

(9)

Amount includes the modification date value of $457,596 in the Stock Awards column and $6,364,258 in the Option Awards column to reflect the incremental fair value recognized for stock awards and stock options granted prior to September 30, 2020 that will continue to vest through September 30, 2022, respectively, as a result of the modification in August 2020 pursuant to Mr. Greene’s separation agreement. See Note 3 above for additional information. Under the applicable accounting guidance, compensation cost to be recognized for equity awards that vest only as a result of a modification is based on the modification date value instead of the grant date fair value.January 1, 2022.

The following table sets forth information concerning each grant of an award made to a NEO during the fiscal year ended December 31, 20202022 under any plan, contract, authorization or arrangement pursuant to which cash, securities, similar instruments or other property may be received.received:

20202022 Grants of Plan-Based Awards(1)

 

Name

 

Award Type

 

 

Date of
Grant

 

  

Estimated Future Payouts

Under Non-Equity Incentive

Plan Awards(2)

 

 

Estimated Future Payouts

Under Equity Incentive

Plan Awards(3)

 

  

All Other
Option
Awards:
Number of
Securities
Underlying
Options(#)

 

 

Exercise
or Base
Price of
Option
Awards
($)

 

 

Grant
Date Fair
Value of
Stock
and
Option

Awards
($)(4)

 

   

Date of

Grant

  

Estimated Future Payouts

Under Non-Equity Incentive

Plan Awards (2)

   

Estimated Future Payouts

Under Equity Incentive

Plan Awards (3)

   

All Other

Option

Awards:
Number of
Securities

Underlying

Options (#)

   

Exercise
Price of
Option
Awards

($/Share)

   

Grant
Date Fair

Value of
Stock

and
Option

Award
Grants

($)(4)

 

 

Threshold

($)

 

 

 

Target

($)

 

 

 

Maximum

($)

 

 

 

Threshold
(#)

 

 

 

Target
(#)

 

 

 

Maximum
(#)

 

 

Threshold

($)

   

Target

($)

   

Maximum

($)

   

Threshold

(#)

   

Target

(#)

   

Maximum

(#)

 

John M. Maraganore, Ph.D.

 Cash incentive   —  925,000  1,202,500       
 Time-based stock options 2/26/2020            88,240(5)  118.05   5,746,295     
 

Performance-based stock units

 

  

 

2/26/2020    

 

 

 

     

 

—

 

 

 

  

 

48,709

 

 

 

  

 

48,709

 

 

 

    

 

—(6)

 

 

 

Yvonne L. Greenstreet, MBChB, MBA

 Cash incentive   —  362,280  470,964          —  425,000    850,000    1,275,000             
 Time-based stock options 2/26/2020            27,623(5)  118.05   1,798,843        2/23/2022(5)               31,747    147.47    2,498,790 
 

Performance-based stock units

 

  

 

2/26/2020    

 

 

 

     —   

 

19,401

 

 

 

  

 

19,401

 

 

 

    

 

—(6)

 

 

 

   2/23/2022(6)         —    50,858    50,858        — 

Akshay K. Vaishnaw, M.D., Ph.D.

 

 

Cash incentive

   —  369,900  480,870          —  217,500    435,000    652,500             
 Time-based stock options 2/26/2020            27,623(5)  118.05   1,798,843        2/23/2022(5)               29,842    147.47    2,348,850 
 

Performance-based stock units

 

  

 

2/26/2020    

 

 

 

     

 

—

 

 

 

  

 

19,489

 

 

 

  

 

19,489

 

 

 

    

 

—(6)

 

 

 

   2/23/2022(6)         —    15,936    15,936        — 

Jeffrey V. Poulton

 

 

Cash-incentive

   —  

 

 

 

268,800

 

 

 

 

 

 

349,440

 

 

         —  152,500    305,000    457,500             
 Time-based stock options 2/26/2020            24,554(5)  118.05   1,598,986        2/23/2022(5)               18,413    147.47    1,449,280 
 

Performance-based stock units

 

  

 

2/26/2020    

 

 

 

     

 

—

 

 

 

  

 

17,252

 

 

 

  

 

17,252

 

 

 

    

 

—(6)

 

 

 

   2/23/2022(6)         —    9,833    9,833        — 

Laurie B. Keating

 

 

Cash incentive

   —  265,000  344,500       

Pushkal P. Garg, M.D.

   —  156,250    312,500    468,750             
 Time-based stock options 2/26/2020            24,554(5)  118.05   1,598,986        2/23/2022(5)               24,128    147.47    1,899,100 
 

Performance-based stock units

 

  

 

2/26/2020    

 

 

 

     

 

—

 

 

 

  

 

17,200

 

 

 

  

 

17,200

 

 

 

    

 

—(6)

 

 

 

   2/23/2022(6)         —    12,884    12,884        — 

Barry E. Greene

 

 

Cash incentive

   —  376,380  489,294       
Indrani L. Franchini, J.D.   —  145,000    290,000    435,000             
 Time-based stock options 2/26/2020            29,925(5)  118.05   1,948,752        2/1/2022(7)               29,182    144.93    2,247,940 
 Time-based stock options  8/26/2020(7)           6,364,258(7)    2/1/2022(8)                    15,525    144.93    2,250,040 
 Performance-based stock units 2/26/2020          —  16,519  16,519     —(6) 
 

Performance-based stock units

 

  

 

8/26/2020(7)

 

 

 

  

 

457,596(7)

 

 

 

 

 (1)

As described in the “Compensation Discussion and Analysis” and under the Summary Compensation Table, the equity awards for each of 2018, 20192020, 2021 and 20202022 annual performance were granted in the first quarter of the following year.

 

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 (2)

The amounts shown in the threshold, target and maximum columns reflect the minimum, target and maximum amounts payable, respectively, under our 2020 AIP, which is described above in the “Compensation Discussion and Analysis” under the heading “Short-Term Incentives—20202022 Annual Incentive Program.” The actual amounts paid to each NEO can be found above in the Summary Compensation Table under the column entitled Non-Equity Incentive Plan Compensation.

 

 (3)

The amounts shown in the threshold, target and maximum columns reflect the minimum, target and maximum potential future payout range for equity awards granted with performance-based vesting milestones.

 

 (4)

The grant date fair value is computed in accordance with FASB ASC Topic 718 and represents the value of stock optionsawards granted during the year. InThe grant date fair value for PSUs, in accordance with SEC rules, the grant date fair value to be reported for performance-based equity awards in the Grant Date Fair Value of Stock and Option Awards column is calculated based on the probable outcome of the performance condition(s)conditions as of the grant date. For PSUs granted during 2022 we determined that, as of the date of grant, it was not probable, as defined under applicable accounting guidance, that any of the performance conditions would be achieved and assigned a grant date fair value of $0. The grant date fair value for stock option awards is calculated based on the assumptions included in Note 12 of our audited consolidated financial statements for the year ended December 31, 2022 included in our Annual Report on Form 10-K, filed with the SEC on February 23, 2023. The amounts reported in the 2020 Grants of Plan-Based Awards table for the time-based stock option awards reflect our accounting expense, excluding the effect of estimated forfeitures, and may not represent the amounts our NEOs will actually realize from the awards. Whether, and to what extent, a NEO realizes value will depend on our actual operating performance, stock price fluctuations and the NEO’s continued employment.

 

 (5)

Represents the portion of the annual equity award for 2022 performance in the form of time-based stock option awards granted during 2022. The time-based portion of the option awards vest as to 25% of the shares on the first anniversary of the grant date and as to the remaining shares ratably at the end of each three-month period thereafter over the following thirty-six months, assuming the NEO continues to be employed with us through each vesting date.

 

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 (6)

Represents the portion of the annual equity award for 2022 performance in the form of PSUs granted during 2022. The performance-based awardsPSUs granted in February 20202022 were split equally into threefour performance-based vesting conditions. As of the grant date, none of the threefour vesting conditions were considered probable, as defined under applicable accounting guidance, and were therefore assigned a grant date fair value of $0 in the Grant Date Fair Value of Stock and Option Awards column based on this determination.guidance.

 

 (7)

Amounts representRepresents the modification date value of time-based stock options and performance-based awards reflecting the incremental fair value recognized for stock options that will continueoption award Ms. Franchini received upon commencement of her employment. The option award vests as to vest and performance-based awards that will remain eligible to vest through September 30, 2022 as a result25% of the modification in August 2020 pursuant to Mr. Greene’s separation agreement. See Note 3 to the Summary Compensation table above for additional information. Under the applicable accounting guidance, compensation cost to be recognized for equity awards that vest only as a result of a modification is basedshares on the modification date value insteadfirst anniversary of the grant date fair value.and as to the remaining shares ratably at the end of each three-month period thereafter over the following thirty-six months, assuming Ms. Franchini continues to be employed with us through each vesting date.

 

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Page | 80Represents the RSU award Ms. Franchini received upon commencement of her employment, as described in further detail in Note 9 to the Summary Compensation Table above.

Information Relating to Equity Awards and Holdings

The following table sets forth information concerning outstanding equity awards held by each of our NEOs on December 31, 2020.2022.

Outstanding Equity Awards at Fiscal Year-End for 20202022

 

      

 

Option Awards(1)   

 

   

 

Stock Awards(2)        

 

       

 

Option Awards(1)   

 

   

 

Stock Awards(2)  

 

 

Name

  

Grant Date

 

   

Number of

Securities

Underlying
Unexercised

Options (#)

Exercisable

 

 

Number of

Securities

Underlying

Unexercised

Options (#)

Unexercisable

 

 

Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)

 

 

Option
Exercise
Price

($)

 

   

Option
Expiration

Date

 

   

Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)

 

 

Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)

 

   Grant Date   

Number of

Securities

Underlying

Unexercised

Options (#)

Exercisable

 

Number of

Securities

Underlying

Unexercised

Options (#)

Unexercisable

   

Option

Exercise

Price

($)

   

Option

Expiration

Date

   Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)		   Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)		   

Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested

(#)

 Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)		 

John M. Maraganore, Ph.D.

   11/30/2011    135,915   —   7.10    11/30/2021    

Yvonne L. Greenstreet, MBChB, MBA

   12/20/2016    650   —    42.22    12/20/2026        
   3/1/2018    25,000   —    119.13    03/01/2028        
   3/1/2018    25,000(7)   —    119.13    03/01/2028        
   2/28/2019    30,468  2,032    85.00    02/28/2029        
   2/26/2020    18,990  8,633    118.05    02/25/2030        
   2/26/2020               5,082(8)  1,207,737 
   2/24/2021    12,600  16,200    151.59    02/23/2031        
   2/24/2021               11,578(9)  2,751,512 
   12/31/2021    13,988  41,961    169.58    12/30/2031        
   2/23/2022    31,747    147.47    02/22/2032        
   2/23/2022               50,858(10)  12,086,404 

Akshay K. Vaishnaw, M.D., Ph.D.

   12/18/2013    30,913   —    63.00    12/18/2023        
   12/20/2012    144,641   —   18.66    12/20/2022       12/18/2013    10,832   —    63.00    12/18/2023        
   09/11/2013    10,000(3)   —   55.96    09/11/2023       5/1/2015    35,125(4)   —    96.45    12/17/2024        
   12/18/2013    148,413   —   63.00    12/18/2023       5/1/2015    35,125(5)   —    96.45    12/17/2024        
   12/18/2013    75,000(4)   —   —  63.00    12/18/2023       12/18/2015    28,876   —    88.95    12/18/2025        
   05/01/2015    75,000(5)   —   96.45    12/17/2024       12/18/2015    30,000(6)   —    88.95    12/18/2025        
   05/01/2015    75,000(6)   —   —  96.45    12/17/2024       2/23/2016    10,000(3)   —    94.14    02/23/2026        
   12/18/2015    65,000   —   88.95    12/18/2025       12/20/2016    —   —    42.22    12/20/2026        
   12/18/2015    65,000(7)   —   —  88.95    12/18/2025       3/1/2018    25,000   —    119.13    03/01/2028        
   12/20/2016    25,000   —   42.22    12/20/2026    
   12/20/2016    25,000(8)   —   —  42.22    12/20/2026       3/1/2018    25,000(7)   —    119.13    03/01/2028        
   03/01/2018    38,181(10)  14,319(10)   119.13    03/01/2028       2/28/2019    30,468  2,032    85.00    02/28/2029        
   03/01/2018    34,996(11)   —  17,504(11)  119.13    03/01/2028       02/26/2020    18,990  8,633    118.05    02/25/2030        
   02/28/2019    37,187  47,813   85.00    02/28/2029       02/26/2020               5,082(8)  1,207,737 
   02/28/2019           28,333(12)  3,682,440    02/24/2021    12,600  16,200    151.59    02/23/2031        
   02/26/2020    —  88,240         118.05    02/25/2030       02/24/2021               11,578(9)  2,751,512 
   02/26/2020           48,709(14)  6,330,709    12/31/2021    5,595  16,785    169.58    12/30/2031        
   02/23/2022    —  29,842    147.47    02/22/2032        

Yvonne L. Greenstreet, MBChB, MBA

   09/19/2016    28,064   —   77.10    09/19/2026    
   09/19/2016    25,000(9)   —   —  77.10    09/19/2026       02/23/2022               15,936(10)  3,787,190 
   12/20/2016    3,125   —   42.22    12/20/2026    
   12/20/2016    650(8)   —   —  42.22    12/20/2026    
   03/01/2018    18,181(10)  6,819(10)   119.13    03/01/2028    
   03/01/2018    16,666(11)   —  8,334(11)  119.13    03/01/2028    
   02/28/2019    14,218  18,282   85.00    02/28/2029    
   02/28/2019           10,833(12)  1,407,965 
   02/26/2020    —  27,623   118.05    02/25/2030    
   02/26/2020           15,248(14)  1,981,783 
   

 

10/07/2020

 

 

 

          

 

4,153

 

(15) 

 

  

 

539,765

 

 

 

Akshay K. Vaishnaw, M.D., Ph.D.

   12/18/2013    32,500   —   63.00    12/18/2023    
 12/18/2013    32,500(4)   —   —  63.00    12/18/2023    
 05/01/2015    35,125(5)   —   96.45    12/17/2024    
 05/01/2015    35,125(6)   —   —  96.45    12/17/2024    
   12/18/2015    30,000   —   88.95    12/18/2025    
   12/18/2015    30,000(7)   —   —  88.95    12/18/2025    
   02/23/2016    10,000(3)   —   94.14    02/23/2026    
   12/20/2016    3,338   —   42.22    12/20/2026    
   03/01/2018    18,181(10)  6,819(10)   119.13    03/01/2028    
   03/01/2018    16,666(11)   —  8,334(11)  119.13    03/01/2028    
   02/28/2019    14,218  18,282   85.00    02/28/2029    
   02/28/2019           10,833(12)  1,407,965 
   02/26/2020    —  27,623   118.05    02/25/2030    
   02/26/2020           15,248(14)  1,981,783 
   

 

10/07/2020

 

 

 

          

 

4,241

 

(15) 

 

  

 

551,203

 

 

 

 

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Page | 8177

      

 

Option Awards(1)   

 

   

 

Stock Awards(2)        

 

       

 

Option Awards(1)   

 

   

 

Stock Awards(2)  

 

 

Name

  

Grant Date

 

   

Number of

Securities

Underlying
Unexercised

Options (#)

Exercisable

 

 

Number of

Securities

Underlying

Unexercised

Options (#)

Unexercisable

 

 

Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)

 

 

Option
Exercise
Price

($)

 

   

Option
Expiration

Date

 

   

Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)

 

 

Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)

 

   Grant Date   

Number of

Securities

Underlying

Unexercised

Options (#)

Exercisable

 

Number of

Securities

Underlying

Unexercised

Options (#)

Unexercisable

   

Option

Exercise

Price

($)

   

Option

Expiration

Date

   Number of
Shares or
Units of
Stock That
Have Not
Vested (#)		 Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)		   

Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested

(#)

 Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)		 

Jeffrey V. Poulton

   08/01/2019    39,062  85,938   75.36    08/01/2029       08/01/2019    101,562  23,438    75.36    08/01/2029       
   02/26/2020    —  24,554         118.05    02/25/2030       02/26/2020    16,881  7,673    118.05    02/25/2030       
   02/26/2020           13,554(14)  1,761,613    02/26/2020              4,518(8)  1,073,703 
   10/07/2020           3,698(15)   480,629    02/24/2021    10,150  13,050    151.59    02/23/2031       

Laurie B. Keating

   9/22/2014    18,191   —   77.40    9/22/2024    
   5/1/2015    5,959(5)   —   96.45    12/17/2024       02/24/2021              9,326(9)  2,216,324 
   5/1/2015    5,958(6)   —   —  96.45    12/17/2024       02/23/2022    —  18,413    147.47    02/22/2032       
   12/18/2015    14,000   —   88.95    12/18/2025       02/23/2022              9,833(10)  2,336,812 
   12/18/2015    14,000(7)   —   —  88.95    12/18/2025    
   12/20/2016    4,311   —   42.22    12/20/2025    
   3/1/2018��   3,750(10)  3,750(10)   119.13    3/1/2028    
   3/1/2018    5,416(11)   —  4,584(11)  119.13    3/1/2028    
   2/28/2019    10,937  14,063   85.00    2/28/2029    
   2/28/2019           8,333(12)  1,083,040 
   2/26/2020    —  24,554   118.05    2/25/2030    
   2/26/2020           13,554(14)  1,761,613 
   

 

10/7/2020

 

 

 

          

 

3,646

 

(15) 

 

  

 

473,871

 

 

 

Barry E. Greene(13)

   11/30/2011    85,915   —   7.10    11/30/2021    

Pushkal P. Garg, M.D.

   05/01/2015    2,500(4)   —    96.45    12/17/2024       
   12/20/2012    94,641   —   18.66    12/20/2022       05/01/2015    2,500(5)   —    96.45    12/17/2024       
   10/21/2013    10,000(3)   —   59.31    10/21/2023       12/18/2015    23,876   —    88.95    12/18/2025       
   12/18/2013    88,413   —   63.00    12/18/2023       12/18/2015    25,000(6)   —    88.95    12/18/2025       
   12/18/2013    45,000(4)   —   —  63.00    12/18/2023       12/20/2016    5,445   —    42.22    12/20/2026       
   5/1/2015    46,589(5)   —   96.45    12/17/2024       03/01/2018    13,750   —    119.13    03/01/2028       
   5/1/2015    47,625(6)   —   —  96.45    12/17/2024       03/01/2018    13,750(7)   —    119.13    03/01/2028       
   12/18/2015    38,876   —   88.95    12/18/2025       02/28/2019    23,437  1,563    85.00    02/28/2029       
   12/18/2015    40,000(7)   —   —  88.95    12/18/2025       02/26/2020    17,936  8,153    118.05    02/25/2030       
   12/20/2016    22,632   —   42.22    12/20/2026       02/26/2020              4,518(8)  1,073,703 
   12/20/2016    25,000(8)   —   —  42.22    12/20/2026       02/24/2021    10,150  13,050    151.59    02/23/2031       
   3/1/2018    21,818(10)  8,182(10)   119.13    03/1/2028       02/24/2021              9,326(9)  2,216,324 
   3/1/2018    19,998(11)   —  10,002(11)  119.13    03/1/2028       12/31/2021    3,357  10,071    169.58    12/30/2031       
   2/28/2019    14,218  18,282   85.00    2/28/2029       02/23/2022    —  24,128    147.47    02/22/2032       
   2/28/2019           10,833(12)  1,407,965    02/23/2022              12,884(10)  3,061,883 

Indrani L. Franchini, J.D.

   02/01/2022    —  29,182    147.47    02/22/2032       
   2/26/2020    —  29,925   118.05    02/25/2030       02/01/2022             15,525(11)   3,689,516    
   2/26/2020          16,519(14)   2,146,974 

 

 (1)

All stock option awards were granted with a ten-year term and typically vest as to 25% of the shares on the first anniversary of the grant date and as to an additional 6.25% at the end of each successive three-month period thereafter, unless otherwise noted, assuming the NEO continues to be employed with us through each vesting date.

 

 (2)

The market value of PSUs or RSUs that have not vested is based on the number of unvested PSUs or RSUs outstanding times themultiplied by $237.65 per share (the closing price of our common stock on the Nasdaq Global Select Market on December 31, 2020.the last trading day of 2022).

 

 (3)

These options were granted in recognition of ten years of service by the employee and were fully vested on the date of grant.

 

 (4)

These options were granted on December 18, 2013 and vested in three equal installments upon the achievement of each of three specific clinical development or regulatory events. One-third of these options vested in December 2014 based on the start of a second Phase 3 clinical trial of an “Alnylam 5x15” program, one-third of these options vested in September 2017 based on the positive topline results from our APOLLO Phase 3 study and one-third of these options vested in August 2018 based on FDA approval of ONPATTRO.

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Page | 82

(5)

On December 17, 2014, our PC&C committee approved the grant of the 2014 Contingent Option Awards to members of our management team, including our NEOs, in connection with their performance and compensation review for 2014. These 2014 Contingent Option Awards were approved subject to and contingent upon approval by our stockholders at the 2015 annual meeting of the Amended and Restated 2009 Stock Incentive Plan, which approval was obtained on May 1, 2015. These options represent the half of the 2014 Contingent Option Award subject to time-based vesting.

 

 (6)(5)

These options represent the half of the 2014 Contingent Option Award described in Note 54 above subject to performance-based vesting. These options vested in three equal installments upon the achievement of each of three specific clinical development or regulatory events. One-third of these options vested in February 2016 based upon the completion of patient enrollment in our APOLLO Phase 3 study, one-third vested in July 2017 based on the initiation of the ATLAS Phase 3 program for fitusiran and one-third of these options vested in August 2018 based on FDA approval of ONPATTRO.

 

 (7)(6)

These options were granted on December 18, 2015 and vested in four equal installments upon the achievement of each of four specific clinical development or commercial events. One-fourth of these options vested in November 2017 based upon the start of our fourth Phase 3 clinical trial, one-fourth of these options vested in August 2018 based upon the completion of patient enrollment in our third Phase 3 study, one-fourth of these options vested in September 2018 based on the positive Phase 3

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Page | 78

clinical data in our second Phase 3 program and one-fourth of these options vested in August 2019 based upon the achievement of the first $100 million in cumulative gross product sales.

 

 (8)(7)

These options were granted on December 20, 2016 and vested in four equal installments upon the achievement of each of four specific clinical development, regulatory or commercial events. One-fourth of these options vested in December 2017 based upon our filing of an NDA with the FDA for ONPATTRO, one-fourth of these options vested in September 2018 based on the positive Phase 3 clinical data in our second Phase 3 program, one-fourth of these options vested in June 2019 based upon our filing of an NDA with the FDA for GIVLAARI and one-fourth of these options vested in August 2019 based upon the achievement of the first $100 million in cumulative gross product sales.

(9)

These options were granted on September 19, 2016 and vested in August 2018 upon the launch of ONPATTRO.

(10)

The time-based portion of the March 1, 2018 option awards vest as to 25% of the shares on the first anniversary of the grant date and as to the remaining shares ratably at the end of each three-month period thereafter over the following thirty-three months, assuming the NEO continues to be employed with us through each vesting date.

(11)

These options were granted on March 1, 2018 and vest in three equal installments upon the later of one year from the date of grant and the achievement of each of three specific clinical development, regulatory or commercial events, assuming the NEO continues to be employed with us through each vesting date. events. One-third of these options vested in November 2019 based upon achievement of human POC for an investigational RNAi therapeutic utilizing our ESC+GaINAc conjugate platform, one-third of these options vested in December 2019 based upon the filing by our partner of an NDA with the FDA for inclisiran, and one-third of these options vested in February 2021 based upon achievement of the first $500 million in cumulative net product revenues.

 

 (12)

These PSU awards were granted on February 28, 2019 and vest in three equal installments upon the later of one year from the date of grant and the achievement of each of three specific clinical development, regulatory or commercial events, assuming the NEO continues to be employed with us through each vesting date. One-third of these options vested in April 2020 based upon our filing of an NDA with the FDA for lumasiran and one-third of these options vested in February 2021 based upon achievement of the first $500 million in cumulative net product revenues.

(13)

Mr. Greene resigned from Alnylam, effective September 30, 2020. In connection with his resignation, we entered into a separation agreement with Mr. Greene pursuant to which we agreed to continue the vesting of any equity awards outstanding as of the separation date through September 30, 2022 in consideration for his provision of up to ten hours of consulting services per month to us through such date. All outstanding equity awards will cease vesting as of September 30, 2022 and will be exercisable for three months thereafter, or until the tenth anniversary of the date of grant, whichever is earlier.

(14)(8)

These PSU awards were granted on February 26, 2020 in connection with 2019 performance and will vest in three equal installments upon the later of one year from the date of grant and the achievement of each of three specific clinical development, regulatory or commercial events, assuming the NEO continues to be employed with us through each vesting date.One-third of these PSUs vested in April 2021 based upon achievement of positive results from the HELIOS-A Phase 3 study of vutrisiran and one-third vested in August 2022 based upon achievement of positive efficacy and safety data from the APOLLO-B Phase 3 study of patisiran. The amount reported in this table reflects the final one-third of these PSUs that remains subject to achievement of a specified performance target. For a description of the performance target, please see the description of the 2019 awards in the section of the CD&A entitled “Annual Equity Awards.”

 

 (15)(9)

These PSU awards were granted on October 7,February 24, 2021 in connection with 2020 performance and will vest in four equal installments upon the later of one year from the date of grant and the achievement of a keyeach of four specific clinical development, milestone,regulatory or commercial events, assuming the NEO continues to be employed with us through theeach vesting date.One-quarter of these PSUs vested in August 2022 based upon achievement of positive efficacy and safety data from the APOLLO-B Phase 3 study of patisiran. The amount reported in this table reflects the remaining three-quarters of these PSUs that remain subject to achievement of specified performance targets. For a description of these performance targets, please see the description of the 2020 awards in the section of the CD&A entitled “Annual Equity Awards.”

 

(10)

These PSU awards were granted on February 23, 2022 in connection with 2021 performance and will vest in four equal installments upon the later of one year from the date of grant and the achievement of each of four specific clinical development, regulatory or commercial events, assuming the NEO continues to be employed with us through each vesting date. For a description of these performance targets, please see the description of the 2021 awards in the section of the CD&A entitled “Annual Equity Awards.”

LOGO (11)

Page | 83Represents the RSU award Ms. Franchini received upon commencement of her employment, which vest ratably on each of the first, second and third anniversaries of the grant date, subject to her continued employment.

The following table sets forth information concerning the exercise of stock options and the vesting of PSUs during 20202022 for each of our NEOs.

20202022 Option Exercises and Stock Vested

 

 

 

Option Awards

 

 

 

Stock Awards

 

  

 

Option Awards

 

 

 

Stock Awards

 

Name

 

 

Number of Shares
Acquired on
Exercise(#)

 

 

 

Value Realized

on Exercise
($)(1)

 

 

 

Number of Shares
Acquired on
Vesting(#)

 

 

 

Value Realized
on Vesting
($)

 

  

 

Number of Shares

Acquired on

Exercise (#)

 

 

 

Value Realized

on Exercise

($)(1)

 

 

 

Number of Shares

Acquired on

Vesting (#)

 

 

 

Value Realized

on Vesting
($)

 

John M. Maraganore, Ph.D.

 

 

 

 

 

139,060

 

 

 

 

 

 

 

 

 

17,343,236

 

 

 

 

 

 

 

 

 

14,167

 

 

 

 

 

 

 

 

 

1,551,570

 

 

 

 

Yvonne L. Greenstreet, MBChB, MBA

 

 

 

 

 

127,536

 

 

 

 

 

 

 

 

 

10,097,974

 

 

 

 

 

 

 

 

 

5,417

 

 

 

 

 

 

 

 

 

593,270

 

 

 

 

 

 

 

 

 

—

 

 

 

 

 

 

 

 

—

 

 

 

 

 

 

 

 

13,095

 

 

 

 

 

 

 

 

2,776,271

 

 

 

Akshay K. Vaishnaw, M.D., Ph.D.

 

 

 

 

 

46,662

 

 

 

 

 

 

 

 

 

4,232,095

 

 

 

 

 

 

 

 

 

5,417

 

 

 

 

 

 

 

 

 

593,270

 

 

 

 

 

 

 

 

 

5,079

 

 

 

 

 

 

 

 

848,930

 

 

 

 

 

 

 

 

13,183

 

 

 

 

 

 

 

 

2,794,928

 

 

 

Jeffrey V. Poulton

 

 

 

 

 

—

 

 

 

 

 

 

 

 

 

—

 

 

 

 

 

 

 

 

 

—

 

 

 

 

 

 

 

 

 

—

 

 

 

 

 

 

 

 

 

—

 

 

 

 

 

 

 

 

—

 

 

 

 

 

 

 

11,325

 

 

 

 

 

 

2,401,013

 

 

 

Laurie B. Keating

 

 

 

 

 

100,124

 

 

 

 

 

 

 

 

 

6,766,045

 

 

 

 

 

 

 

 

 

4,167

 

 

 

 

 

 

 

 

 

456,370

 

 

 

 

Barry E. Greene

 

 

 

 

 

95,175

 

 

 

 

 

 

 

 

 

11,575,150

 

 

 

 

 

 

 

 

 

5,417

 

 

 

 

 

 

 

 

 

593,270

 

 

 

 

Pushkal P. Garg, M.D.

 

 

 

 

 

—

 

 

 

 

 

 

 

 

—

 

 

 

 

 

 

 

 

11,311

 

 

 

 

 

 

 

 

2,398,045

 

 

 

Indrani L. Franchini, J.D.

 

 

 

 

—

 

 

 

 

 

—

 

 

 

 

 

—

 

 

 

 

 

—

 

 

 

 (1)

The value realized on exercise is based on the market price of the shares at exercise less the applicable option exercise price.

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Potential Payments Upon Termination or Change-in-Control (CIC)

Mr. Greene resigned from Alnylam, effective September 30, 2020. In connection with his resignation from Alnylam, following seventeen years of service, we entered into a letter agreement with Mr. Greene dated August 26, 2020. CEO Employment Agreement

Under the letter agreement, Mr. Greene agreedGreenstreet Employment Agreement, if Dr. Greenstreet’s employment is terminated by the company without Cause or by Dr. Greenstreet for Good Reason prior to provide consulting services to us for up to 10 hours per month, on ana CIC as needed basis, for a two-year period and also agreed to extendsuch terms are defined in the length of certain pre-existing non-compete and non-solicitation obligations to remain in effect for two years following his resignation. During the two-year period ending September 30, 2022, Mr. GreeneGreenstreet Employment Agreement, she will not receive as full compensation for his consulting services (i)any cash compensation equal to $627,300, less lawful deductions, paid in bi-weekly installments during the period of October 1, 2020 through September 30, 2021, and (ii) continued vesting for all equity awardsseverance, her outstanding as of September 30, 2020 during the period from October 1, 2020 through September 30, 2022. All outstandingunvested equity awards will cease vesting as of September 30, 2022 and will be exercisable for three months thereafter, orcontinue to vest until the tenthsecond anniversary of the termination date, and her outstanding stock options shall remain exercisable until the earlier of grant, whichever is earlier. We also paid Mr. Greenethe second anniversary of the termination date and the original expiration dates of such options; provided that in the event that a lump sum equal to 18 monthsCIC occurs on or before the second anniversary of the termination date, her then-outstanding stock options will be treated in the same manner as the then-outstanding stock options held by continuing members of our portion of monthly COBRA premiums for Mr. Greene. Under the letter agreement, in January 2021, Mr. Greene received a cash bonus for fiscal year 2020 of $376,380, representing his target percentage award of 60% of current base salary under the AIP. As ofexecutive leadership team. The Greenstreet Employment Agreement has an initial term through December 31, 2020, Mr. Greene’s unvested stock options2023 and PSUs expectedwill automatically renew for one year periods unless written notice to vest during his separation periodterminate is given by either party. Assuming Dr. Greenstreet’s employment had an intrinsicbeen terminated without Cause or for Good Reason on December 31, 2022, and not in connection with a CIC, the estimated value of $1,310,149 and $2,839,195, respectively. The intrinsic valuecontinued vesting of Mr. Greene’s unvested stock options was calculatedher equity awards for an additional two years is $6,454,410, based on the number of unvested stock options outstanding scheduled to vest during his separation period as of December 31, 2020, multiplied by the result of $129.97$237.65 per share (the closing price of our common stock on the Nasdaq Global Select Market on the last trading day of 2020) minus the respective exercise price per share. The intrinsic value of Mr. Greene’s unvested PSUs was calculated based on the number of unvested PSUs expected to vest during his separation period multiplied by $129.97 per share (the closing price of our common stock on the Nasdaq Global Select Market on the last trading day of 2020)2022).

Change in Control Arrangements

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We have also entered into CIC agreements with each of our NEOs, as described in the section below titled “Change-in-Control Agreements.” Accordingly, the following table sets forth potential payments and benefits payable assuming a termination date of December 31, 2020 for our NEOs in connection with a CIC. Other than the CIC agreements described below with the members of our management board, we do not maintain employment agreements with any of executive officers pursuant to which they would become eligible for potential severance payments upon termination or upon a change in control absent a corresponding termination.

  Name(1)

 

 

Cash

Severance
Benefits($)(2)

 

  

 

Continuation

of Medical,

Dental and

Vision

Benefits($)(3)

 

  

Accelerated
Vesting of
Stock
Options($)(4)

 

  

 

Accelerated
Vesting of
Restricted
Stock
Awards($)(5)

 

  

Total
Amount
($)

 

 

 

  John M. Maraganore, Ph.D.

 

 

 

 

 

 

3,700,000

 

 

 

 

 

 

 

 

 

45,687

 

 

 

 

 

 

 

 

 

3,546,933

 

 

 

 

 

 

 

 

 

10,013,149

 

 

 

 

 

 

 

 

 

17,305,769

 

 

 

 

 

  Yvonne L. Greenstreet, MBChB, MBA

 

 

 

 

 

 

1,449,120

 

 

 

 

 

 

 

 

 

34,522

 

 

 

 

 

 

 

 

 

1,315,666

 

 

 

 

 

 

 

 

 

3,929,513

 

 

 

 

 

 

 

 

 

6,728,821

 

 

 

 

 

  Akshay K. Vaishnaw, M.D., Ph.D.

 

 

 

 

 

 

1,479,600

 

 

 

 

 

 

 

 

 

34,346

 

 

 

 

 

 

 

 

 

1,315,666

 

 

 

 

 

 

 

 

 

3,940,950

 

 

 

 

 

 

 

 

 

6,770,562

 

 

 

 

 

  Jeffrey V. Poulton

 

 

 

 

 

 

1,209,600

 

 

 

 

 

 

 

 

 

34,522

 

 

 

 

 

 

 

 

 

4,985,758

 

 

 

 

 

 

 

 

 

2,242,242

 

 

 

 

 

 

 

 

 

8,472,122

 

 

 

 

 

  Laurie B. Keating

 

 

 

 

 

 

1,192,500

 

 

 

 

 

 

 

 

 

23,215

 

 

 

 

 

 

 

 

 

1,015,437

 

 

 

 

 

 

 

 

 

3,318,524

 

 

 

 

 

 

 

 

 

5,549,676

 

 

 

 

(1)

In November 2017, we entered into an individual CIC agreement with each member of our management board, including our CEO and all of our other NEOs, with the exception of Mr. Poulton with whom we entered into an individual CIC agreement in August 2019. In 2020, our PC&C committee reviewed the benefits provided under these agreements and increased the amounts payable to our CEO under such CIC agreement.

(2)

The amount represents 150% or, in the case of our CEO, 200%, of the sum of his or her (i) base salary for 2020 and (ii) target bonus for 2020.

(3)

The amount is calculated as the monthly Alnylam contribution we would pay to provide the executive with medical, dental and vision benefits if he or she remained employed based on rates as of January 2021 multiplied by 18 months, or in the case of our CEO, 24 months, based on each NEO’s participation status as of December 31, 2020.

(4)

The value is calculated based on the number of stock options unvested as of December 31, 2020, including performance-based stock options, multiplied by the result of $129.97 per share (the closing price of our common stock on the Nasdaq Global Select Market on the last trading day of 2020) minus the respective exercise price per share.

(5)

The value is calculated based on the number of unvested PSUs multiplied by $129.97 per share (the closing price of our common stock on the Nasdaq Global Select Market on the last trading day of 2020).

The actual amount an executive would realize upon termination related to a CIC would likely differ from the amounts above, including adjustments to base salary, adjustments to target bonus, stock price fluctuations and the vesting and grant of additional stock-based awards, as well as the exercise and sale of any stock-based award prior to any such termination. In the event an executive would be subject to “golden parachute taxes” under the Code, payments and benefits in connection with a CIC will be reduced to the extent necessary to avoid such taxes, but only if such reduction provided a greater after-tax benefit to an executive.

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Change-in-Control Agreements

In November 2017, we entered into an individual CIC agreement with each member of our management board,executive leadership team, and all of our other current NEOs, with the exception of Mr. Poulton,our CEO, Dr. Greenstreet, with whom we entered into a CIC agreementthe Greenstreet Employment Agreement in August 2019. In 2020, our PC&C committee evaluated the existing CIC benefits for our CEO and our other NEOs 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.December 2021 as described above. The CIC agreements and Greenstreet Employment Agreement, respectively, entitle each executive to certain benefits in the event of certain terminations of employment with us within 12 monthsa specified period following a CIC (as defined in the CIC agreement).CIC. Pursuant to each CIC Agreement and the Greenstreet Employment Agreement, if an executive is terminated by us without Cause (as defined in the CICapplicable agreement) or if an executive terminates his or her employment for Good Reason (as defined in the CICapplicable agreement), in either case, within 12 months following a CIC (or, in the case of our CEO, 18 months), such executive will be entitled to receive (i) a lump sum cash payment equal to one and a half times, or in the case of our CEO, two 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, in the case of our CEO, 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 he or she had remained employed. In addition, in the event of a CIC and a 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. Receipt of these payments and benefits is subject to execution of a general release of claims in favor of us.

If any payment and benefits to be paid or provided to an executive, whether pursuant to the terms of a CIC Agreement, Greenstreet’s Employment Agreement, or otherwise, would be subject to “golden parachute” excise taxes under the Code, the payments and benefits will be reduced to the

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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 Alnylamus after a CIC other than for Cause or without Good Reason or (iii) the date that is 12 months after a CIC, if the executive is still employed by us.

Accordingly, the following table sets forth potential payments and benefits payable assuming a termination date of December 31, 2022 for our NEOs in connection with a CIC. Other than the CIC agreements with the members of our management board and the employment agreement with our CEO, each as described above, we do not maintain employment agreements with any of our executive officers pursuant to which they would become eligible for potential severance payments upon termination or upon a change in control absent a corresponding termination.

  Name(1) 

Cash

Severance

Benefits($)(2)

   

 

Continuation

of Medical,

Dental and

Vision

Benefits($)(3)

   

Accelerated

Vesting of

Stock

Options($)(4)

  

 

Accelerated

Vesting of

Restricted

Stock

Awards($)(5)

   

Total

Amount

($)

 

 

  Yvonne L. Greenstreet, MBChB

 

 

 

 

 

 

2,550,000

 

 

 

 

  

 

 

 

 

41,650

 

 

 

 

  

 

 

 

 

8,456,090

 

 

 

 

 

 

 

 

 

16,045,650

 

 

 

 

  

 

 

 

 

27,093,390

 

 

 

 

 

  Akshay K. Vaishnaw, M.D., Ph.D.

 

 

 

 

 

 

1,740,000

 

 

 

 

  

 

 

 

 

41,470

 

 

 

 

  

 

 

 

 

6,570,570

 

 

 

 

 

 

 

 

 

7,746,440

 

 

 

 

  

 

 

 

16,098,480

 

 

 

  Jeffrey V. Poulton

 

 

 

 

 

 

1,372,500

 

 

 

 

  

 

 

 

 

41,650

 

 

 

 

  

 

 

 

 

7,505,010

 

 

 

 

 

 

 

 

 

5,626,840

 

 

 

 

  

 

 

 

 

 

 

14,546,000

 

 

 

 

 

  Pushkal P. Garg, M.D.

 

 

 

 

 

 

1,406,250

 

 

 

 

  

 

 

 

41,650

 

 

  

 

 

 

5,198,170

 

 

 

 

 

 

6,351,910

 

 

  

 

 

 

12,997,980

 

 

 

  Indrani L. Franchini, J.D.

 

 

 

 

 

 

1,305,000

 

 

 

 

  

 

 

 

 

 

 

41,650

 

 

 

 

 

  

 

 

 

 

 

 

2,631,630

 

 

 

 

 

 

 

 

 

 

 

 

3,689,520

 

 

 

 

 

  

 

 

 

 

 

 

7,667,800

 

 

 

 

 

(1)

We have entered into an individual CIC agreement with each member of our management board and all of our other NEOs, with the exception of Dr. Greenstreet with whom we entered into an employment agreement in December 2021 that includes potential payments and benefits payable upon termination or upon a CIC.

(2)

The amount represents 150% or, in the case of our CEO, 200%, of the sum of his or her (i) base salary for 2022 and (ii) target bonus for 2022.

(3)

The amount is calculated as the monthly contribution we would pay to provide the executive with medical, dental and vision benefits if he or she remained employed based on rates as of January 2023 multiplied by 18 months, or in the case of our CEO, 24 months, based on each NEO’s participation status as of December 31, 2022.

(4)

The value is calculated based on the number of stock options unvested as of December 31, 2022 multiplied by the result of $237.65 per share (the closing price of our common stock on the Nasdaq Global Select Market on the last trading day of 2022) less the respective exercise price per share.

(5)

The value is calculated based on the number of unvested PSUs or RSUs multiplied by $237.65 per share (the closing price of our common stock on the Nasdaq Global Select Market on the last trading day of 2022).

The actual amount an executive would realize upon termination related to a CIC would likely differ from the amounts above, including adjustments to base salary, adjustments to target bonus, stock price fluctuations and the vesting and grant of additional stock-based awards, as well as the exercise and sale of any stock-based award prior to any such termination. In the event an executive would be subject to “golden parachute taxes” under the Code, payments and benefits in connection with a CIC will be reduced to the extent necessary to avoid such taxes, but only if such reduction provided a greater after-tax benefit to an executive.

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CEO Pay Ratio

In connection with Item 402(u) of Regulation S-K adopted pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to calculate and disclose the median annual compensation of all of our employees (excluding our CEO during 2022, Dr. Maraganore)Greenstreet), the annual compensation of Dr. Maraganore,Greenstreet, and the ratio of these two amounts.

Based on a significant number of new hires in 2020,2022, we did not elect to use the same median employee as the prior year. Our median employee was identified using the entire population of our employees as of October 1, 20202022 based on a consistently applied compensation measure, or CACM, that reasonably reflects the annual compensation of employees. The CACM selected by us for our

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disclosure included annual base salary for salaried employees (or wages based on an annual work schedule for non-salariednon-permanent employees), overtime for the year-to-date period ended October 1, 2020,2022, target bonus opportunity for 20202022 and the grant-date fair value for stock-based awards (calculated in accordance with requirements for the Summary Compensation Table). In 2020,2022, the target bonus opportunity for our non-field-based employees was based on corporate and individual performance under our AIP and the target bonus opportunity for field-based employees consisted of sales-related metrics in connection with the continued launch and commercialization of our commercial products during 2022 under our field-based incentive plan.

Based on the CACM methodology described above, we identified the median employee. We calculated the 20202022 compensation for our median employee of $233,341$237,547 in the same manner we determine the annual total compensation of our NEOs for purposes of the Summary Compensation Table. Dr. Maraganore’s 2020Greenstreet’s 2022 compensation as disclosed in the Summary Compensation Table is $7,818,164.$4,588,810. As a result, our CEO to median employee pay ratio for 20202022 is 34:19:1, representing an increasea decrease from the ratio for 20192021 as a result of our increased hiring across more junior positions with lower base salaries, combined with the increasechange in our CEO’s base salary and non-equity incentive plan compensation year over year to more closely align with the market median and comparable executives in our peer group.CEO.

This pay ratio is a reasonable estimate calculated by a method consistent with the SEC requirements, described above, based on our payroll and employment records. As a result of a variety of factors, including employee populations, potential differences in the components used for the CACM, compensation philosophies and certain assumptions, pay ratios reported by other companies may not be comparable to our pay ratio. The pay ratio is not utilized by our management or our PC&C committee for compensation-related decisions.

Pay Versus Performance

The following section has been prepared in accordance with the SEC’s new pay versus performance, or PvP, disclosure rules. Under the PvP rules, the SEC has developed a new definition of pay, referred to as Compensation Actually Paid, or CAP, which we are required to calculate and then compare to certain specified performance measures. Under the PvP rules, CAP for the principal executive officer, or PEO, and the average non-PEO NEOs is calculated by starting with the Summary Compensation Table values for the relevant years and then making the following adjustments (as are applicable):

Subtracting: the grant date fair value of equity awards granted during the year; and the change in pension value for the year; and

•

Adding: the year-end fair value of unvested equity awards granted during the year; for equity awards granted in prior years that are outstanding and unvested at the end of the year, the

 

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difference between the fair value at the end of the year as compared to the end of the immediately prior year; for equity awards granted in prior years that vested during the year, the difference between the fair value as of the vesting date as compared to the end of the immediately prior year; and the pension service cost for that year.

As a general matter, our Board and PC&C committee do not use CAP as a basis for making compensation decisions. Our PC&C committee has adopted an executive compensation philosophy that is designed to ensure that a substantial majority of NEO compensation is performance-based and at risk. Further to this philosophy, our PC&C committee has adopted incentive structures and governance policies that we believe align the interests of our NEOs with those of long-term stockholders, including strong emphasis on performance-based equity awards, annual incentive payouts based on our performance against preset goals (with no guaranty of any minimum payout), and no guaranteed increases in base salaries. We believe that these structures and governance policies incentivize our NEOs and other employees to achieve goals aimed at increasing the long-term value of our enterprise. Importantly, because of the SEC-mandated formula for calculating CAP, period-to-period fluctuations in CAP reported for our NEOs may not correlate with our performance against our goals and the related compensation decisions made by our Board and PC&C committee.

Most Important Financial Measures for 2022 Compensation

As described above and in greater deal in the Compensation Discussion & Analysis section of this proxy statement, our executive compensation programs reflect a pay-for-performance philosophy. Our compensation programs incorporate goals and measures to link pay and performance in alignment with our business strategies and the interests of long-term stockholders. In accordance with the PvP rules, we have listed below the most important financial measures we used to link 2022 pay to performance. Note that we have identified these performance measures because they were among the most important financial and non-financial measures that were used in our 2022 annual incentive cash compensation program, but they are not the only measures we used to measure our 2022 performance.

Net product revenues

Collaboration and royalty revenues

•

non-GAAP operating expenses*

•

non-GAAP operating loss*

   *

Non-GAAP operating expenses and non-GAAP operating loss are non-GAAP financial measures that exclude the impact of stock-based compensation expense from the corresponding GAAP numbers.

The performance measures listed above are not ranked by relative importance, and their impact on annual incentive compensation in 2022 varied depending on their weighting and the weightings of the other financial and non-financial performance measures used by our Board and PC&C committee (refer to the Compensation Discussion and Analysis section of this proxy for a more complete discussion). However, under the PvP rules, we are required to identify a “Company Selected Measure”, or CSM, which is used for purposes of the pay-versus-performance data and analysis presented below. The PvP rules specify that the CSM represents our most important financial performance measure (other than total shareholder return or net income) used to link 2022 NEO CAP to our 2022 performance. As noted above, as a general matter our Board and PC&C committee do

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not use CAP for purposes of making compensation decisions. However, for purposes of the PvP rules, we have chosen global net product revenues as our 2022 CSM. We chose this financial measure as our 2022 CSM because it is one of the two most important financial measures used in our annual incentive program and had the most significant impact on the corporate score that was awarded by our Board for 2022 performance against goals and therefore the amount of cash payouts received by our NEOs and other employees under this program.

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Pay Versus Performance Table
                   
Value of Initial Fixed $100
Investment Based on:
   
(in thousands)
 
  Year
  
Summary
Compensation
Table Total for
PEO ($)(1)
   
Compensation
Actually Paid to
PEO ($) (1)(3)(5)
   
Average Summary
Compensation
Table Total for
non-PEO
NEOs ($)
(2)
   
Average
Compensation
Actually Paid to
non-PEO NEOs

($)(2)(4)(5)
   
TSR ($) (6)
   
Peer Group
TSR ($) (6)
   
Net Loss ($)
  
Company
Selected
Measure
(CSM) - 
Net

Product
Revenue ($)
 
  2022   4,588,810    30,375,480    3,580,510    17,466,190    206.35    113.65    (1,131,156)   894,329 
  2021   10,176,685    17,514,345    5,918,910    10,714,290    147.24    126.45    (852,824)   662,138 
  2020   7,818,164    17,306,949    4,240,550    6,617,560    112.85    126.42    (858,281)   361,520 
(1)For 2022, our PEO was Yvonne L. Greenstreet, MBChB, MBA. For 2021 and 2020, our PEO was John M. Maraganore, Ph.D.
(2)
For 2022, our
non-PEO
NEOs were
Akshay K. Vaishnaw, Jeffrey V. Poulton, Pushkal P. Garg, M.D., and Indrani L. Franchini, J.D. 
For 2021, our
non-PEO
NEOs were Dr. Greenstreet, Dr. Vaishnaw, Mr. Poulton, and Mr. Tanguler. For 2020, our
non-PEO
NEOs were Dr. Greenstreet, Dr. Vaishnaw, Mr. Poulton, Laurie B. Keating, and Barry E. Greene.
(3)Following is a summary of the adjustments made to PEO compensation as reported in the Summary Compensation Table to determine PEO CAP as reported in this table:
   
2022
  
2021
  
2020
 
Total Compensation Reported in SCT   4,588,810   10,176,685   7,818,164 
LESS: the grant date fair value of equity awards granted in the year indicated   (2,498,790)   (7,861,410)   (5,746,295) 
ADD: the
year-end
fair value of outstanding and unvested equity awards granted in the year indicated (a)
   18,073,160   9,100,080   14,001,000 
ADD: the change in fair value of equity awards granted years prior to the year indicated that were outstanding and unvested at the end of the year indicated (as compared to fair value at the end of the immediately prior year) (a)   6,436,300   2,419,780   953,260 
ADD: the change in fair value of equity awards granted years prior to the year indicated that vested in the year indicated (fair value at vesting date as compared to the end of the immediately prior year) (a)   3,776,000   3,679,210   280,820 
Total (Net) Adjustments   30,375,480   17,514,345   17,306,949 
(a)
We determined the
year-end
fair value of PSUs for the year indicated, if the achievement of the performance condition for the PSU was not probable, as defined under applicable accounting guidance, then we assigned a fair value of $0.
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Table of Contents
(4)
Following is a summary of the adjustments made to average
non-PEO
NEO compensation as reported in the Summary Compensation Table to determine average
non-PEO
NEO CAP as reported in this table:
   
2022
  
2021
  
2020
 
Average Total Compensation Reported in SCT   3,580,510   5,918,910   4,240,550 
LESS: the grant date fair value of equity awards granted in the year indicated   (2,548,800)   (4,891,560)   (3,113,250) 
ADD: the
year-end
fair value of outstanding and unvested equity awards granted in the year indicated (a)
   11,045,880   6,583,990   4,670,300 
ADD: the change in fair value of equity awards granted years prior to the year indicated that were outstanding and unvested at the end of the year indicated (as compared to fair value at the end of the immediately prior year) (a)   3,343,110   962,260   450,100 
ADD: the change in fair value of equity awards granted years prior to the year indicated that vested in the year indicated (fair value at vesting date as compared to the end of the immediately prior year) (a)   2,045,490   2,140,690   369,860 
Total (Net) Adjustments   17,466,190   10,714,290   6,617,560 
(a)
We determined the
year-end
fair value of PSUs for the year indicated, if the achievement of the performance condition for the PSU was not probable, as defined under applicable accounting guidance, then we assigned a fair value of $0.
(5)In calculating CAP reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations were computed in accordance with FASB ASC Topic 718. We did not report a change in pension benefit values for any of the years reflected in the table, and therefore adjustments to pension benefit values were not included in calculating CAP reflected in these columns, because we do not sponsor, maintain or contribute to a defined benefit pension plan.
(6)
The Company TSR and the Company’s Peer Group TSR reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation
S-K.
The peer group used to determine the Company’s Peer Group TSR for each applicable fiscal year is the following published industry index, as disclosed in our Annual Report on Form
10-K
for the year ended December 31, 2022 pursuant to Item 201(e) of Regulation
S-K:
Nasdaq Biotechnology
Total Return
Index (
X
NBI).
Pay versus Performance Comparative Disclosure
The following reflect the relationships between (i) CAP to our PEO, and the average of CAP to our
non-PEO
NEOs, to our net income, (ii) CAP to our PEO, and the average of CAP to our
non-PEO
NEOs, to our cumulative total shareholder return and our cumulative total shareholder return to our peer group total shareholder return, and (iii) CAP to our PEO, and the average of CAP to our
non-PEO
NEOs, to our global net product revenues (the CSM), in each case for the years 2020 through 2022.
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Table of Contents



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Table of Contents

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SAY-ON-PAY – ADVISORY VOTE ON

EXECUTIVE COMPENSATION (PROPOSAL 2)

We are providing our stockholders with the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our NEOs as disclosed in this proxy statement in accordance with the SEC’s rules. This proposal, which is commonly referred to as “say-on-pay,“say-on-pay,” is required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which added Section 14A to the Exchange Act.

We encourage stockholders to read closely the “Executive Compensation” section of this proxy statement beginning with the “Compensation Discussion and Analysis” on page 50,47, which describes in detail our executive compensation programs and the decisions made by our PC&C committee and our board with respect to the fiscal year ended December 31, 2020.2022.

As we describe in the “Compensation Discussion and Analysis,” we maintain straight-forward executive compensation programs that generally consist of base salary, an annual cash incentive award and equity incentive awards upon the commencement of employment and annually thereafter. These elements of compensation have been selected by our PC&C committee because the committee believes that they effectively achieve the fundamental goals of our compensation program, which are to attract, motivate and retain qualified and talented executives, who are critical to our success, motivating them to achieve our business goals and rewarding them for superior short- and long-term performance. The goal of our PC&C committee is to ensure that our compensation programs are aligned with the interests of our stockholders and our business goals in order to attain our ultimate objective of increasing stockholder value. We believe that, consistent with these goals, the total compensation paid to each of our NEOs is fair, reasonable and competitive. Further, we believe our programs do not encourage excessive risk-taking by management, as supported by the assessment described above conducted by Radford,Pay Governance, an independent compensation consultant to the PC&C committee.

With very limited exceptions, we do not provide any compensation or benefit plans to executive officers that are not also available to other employees. We generally differentiate among executive officers primarily based on size of annual cash incentive awards and annual equity incentive awards and, to a lesser extent, base salary. Annual compensation decisions for executive officers are made by our PC&C committee, and, in the case of our CEO, recommended to our board of directors for approval, based on the achievement of specified corporate performance goals, and with respect to base salary and annual equity incentive awards, consideration of the executive officer’s individual contributions to the achievement of the corporate goals, as described above under “Compensation Discussion and Analysis.”

Our board of directors is asking stockholders to approve, on a non-binding advisory basis, the following resolution:

RESOLVED, that the compensation paid to the named executive officers of Alnylam Pharmaceuticals, Inc., as disclosed pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, the compensation tables and any related material disclosed in the proxy statement of Alnylam Pharmaceuticals, Inc., is hereby approved.

 

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As an advisory vote, this proposal is not binding. The outcome of this advisory vote will not overrule any decision by us or our board of directors (or any committee thereof). However, our PC&C committee and board of directors value the opinions expressed by our stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for NEOs.

 

BOARD RECOMMENDATION

Our board of directors unanimously recommends that you vote to approve the

compensation of our named executive officers by voting “FOR” Proposal 2.

 

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SAY-ON-FREQUENCY – ADVISORY VOTE ON

FREQUENCY OF FUTURE EXECUTIVE COMPENSATION ADVISORY VOTES (PROPOSAL 3)

In Proposal 2, we are providing our stockholders the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers. In this Proposal 3, we are asking our stockholders to cast a non-binding, advisory vote regarding the frequency of future advisory votes on the compensation of our named executive officers. Under Section 14A(a)(2) of the Exchange Act, generally, each public company must submit this proposal to its stockholders not less than every six years and this proposal was last submitted to our stockholders at our 2017 annual meeting of stockholders. Stockholders may vote for a frequency of every one, two or three years, or may abstain.

Stockholders are not voting to approve or disapprove the recommendation of our board of directors. Stockholders may choose among the four choices available.

After careful consideration, our board believes that a non-binding, advisory vote on the compensation of our named executive officers should continue to be held every year. Our board believes that continuing to hold an annual advisory vote on the compensation of our named executive officers will facilitate more direct stockholder input about executive compensation. An annual advisory vote on the compensation of our named executive officers is consistent with our policy of reviewing our compensation programs annually, as well as seeking regular input from our stockholders on corporate governance and executive compensation matters. We believe the continuation of an annual vote would be the best governance practice for our company at this time.

The frequency choice that receives the highest number of votes cast will be considered to be the preferred frequency of our stockholders with which we are to hold future non-binding stockholder advisory “say-on-pay” votes on the compensation of our named executive officers.

Our board of directors will take into consideration the outcome of this vote in determining the frequency of future non-binding, advisory votes on the compensation of our named executive officers. However, because this vote is advisory and non-binding, our board of directors may decide that it is in our best interests and those of our stockholders to hold the advisory vote to approve the compensation of our named executive officers more or less frequently.

BOARD RECOMMENDATION

Our board of directors unanimously recommends that you vote “FOR” a frequency

of every “ONE YEAR” on Proposal 3 for future non-binding, advisory votes

on the compensation of our named executive officers.

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RATIFICATION OF APPOINTMENT OF

INDEPENDENT AUDITORS (PROPOSAL 3)4)

 

Our board has appointed the firm of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as independent auditors for the fiscal year ending December 31, 2021.2023. Although stockholder approval of our board’s appointment of PricewaterhouseCoopers LLP is not required by law, our board believes that it is advisable to give stockholders an opportunity to ratify this appointment. If this proposal is not approved at the annual meeting, our audit committee will reconsider its appointment of PricewaterhouseCoopers LLP. Representatives of PricewaterhouseCoopers LLP are expected to participate in the annual meeting and will have the opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate questions from our stockholders.

 

 

BOARD RECOMMENDATION

Our board of directors unanimously recommends a vote “FOR” the ratification

of the appointment of PricewaterhouseCoopers LLP as our independent auditors

for the fiscal year ending December 31, 2021.2023.

 

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AUDIT INFORMATION

 

Report of the Audit Committee

Our audit committee reports to and acts on behalf of our board by providing oversight of our financial management, related person transaction policies and procedures, audits of our financial statements and financial reporting controls and accounting policies and procedures. Our management is responsible for the preparation, presentation and integrity of our financial statements, the appropriateness of our accounting principles and reporting policies, and for establishing and maintaining adequate internal control over financial reporting. The independent registered public accounting firm is responsible for conducting an independent audit of our annual financial statements and our internal control over financial reporting. Our audit committee is responsible for independently overseeing the conduct of these activities by our management and our independent registered public accounting firm.

Our audit committee operates under a written charter adopted by our board that reflects standards contained in the Nasdaq Marketplace Rules. Our audit committee reviews its charter annually. A complete copy of the current audit committee charter is posted on the Corporate Governance page of the Investors section of our website, www.alnylam.com.

Our audit committee has reviewed our audited financial statements for the fiscal year ended December 31, 2020,2022, and has discussed them with our management and our independent registered public accounting firm, PricewaterhouseCoopers LLP. Our audit committee has also received from, and discussed with, PricewaterhouseCoopers LLP various communications that PricewaterhouseCoopers LLP is required to provide to our audit committee, including the matters required to be discussed by the Public Company Accounting Oversight Board, or PCAOB, Auditing Standard No. 1301, Communications with Audit Committees, which requires the independent registered public accounting firm to provide the audit committee with additional information regarding the scope and results of the audit, including the independent registered public accounting firm’s responsibilities under PCAOB standards, significant issues or disagreements concerning our accounting practices or financial statements, significant accounting policies, critical accounting estimates, alternative accounting treatments, accounting for significant unusual transactions, and other judgments and uncertainties.

In addition, PricewaterhouseCoopers LLP provided our audit committee with the written disclosures and the letter required by PCAOB Rule 3526, Communication with Audit Committees Concerning Independence, as amended, and our audit committee and PricewaterhouseCoopers LLP have discussed its independence from us and our management, including the matters in those written disclosures.

In this context, our audit committee meets regularly with PricewaterhouseCoopers LLP and our management (including private sessions with each of PricewaterhouseCoopers LLP and members of management) to discuss any matters that our audit committee or these individuals believe should be discussed, including the matters required by the applicable requirements of the PCAOB and the SEC. Our audit committee conducts a meeting each quarter to review the financial statements prior to the public release of earnings.

 

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Based on its discussions with management and PricewaterhouseCoopers LLP, and its review of the representations and information provided by management and PricewaterhouseCoopers LLP, our audit committee recommended to our board that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2020.2022. Our audit committee also recommended to our board, and our board has approved, subject to stockholder ratification, the appointment of PricewaterhouseCoopers LLP as our independent auditors for the fiscal year ending December 31, 2021.2023.

By the audit committee of the board of directors of Alnylam,

Marsha H. Fanucci, Chair

Michael W. BonneyOlivier Brandicourt, M.D.

Colleen F. Reitan

Principal Accountant Fees and Services

The following table summarizes the fees that our independent auditors, PricewaterhouseCoopers LLP, an independent registered public accounting firm, billed to us for each of the last two fiscal years for audit and other services.services:

 

Fee Category

  

 

2020($)

 

   

 

2019($)

 

   

2022($)

 

   

2021($)

 

 

Audit Fees(1)

   

 

 

2,274,275

 

 

 

 

 

   

 

 

2,016,549

 

 

 

 

 

   

 

3,478,700

 

 

 

   

 

2,385,544

 

 

 

Audit-Related Fees

   

 

 

—

 

 

 

 

 

   

 

 

—

 

 

 

 

 

   

 

—

 

 

 

   

 

—

 

 

 

Tax Fees(2)

   

 

 

70,000

 

 

 

 

 

   

 

 

65,000

 

 

 

 

 

   

 

130,000

 

 

 

   

 

70,000

 

 

 

All Other Fees(3)

   

 

 

2,756

 

 

 

 

 

   

 

 

2,756

 

 

 

 

 

   

 

9,720

 

 

 

   

 

2,756

 

 

 

Total Fees

   

 

2,347,031

 

 

 

   

 

2,084,305

 

 

 

   3,618,420    2,458,300 

 

(1)

“Audit Fees” consist of fees for the audit of our annual financial statements, the review of the interim financial statements included in our quarterly reports on Form 10-Q, statutory audits of our international operations, and other professional services provided in connection with SECregulatory filings or audit engagements. In 2020,2022, this amount also includes $15,000$225,000 for fees in connection with the review of the consolidated financial statements incorporated by reference into our outstanding Japanese registration statements.

 

(2)

“Tax Fees” in 20202022 and 20192021 consist of fees for procedures completed in connection with a research and development tax credit study.

 

(3)

“All Other Fees” in 20202022 and 20192021 represent non-audit fees in connection with access to the PricewaterhouseCoopers LLP on-line accounting research and disclosures database.

All such accountant services and fees were pre-approved by our audit committee in accordance with the “Pre-Approval“Pre-Approval Policies and Procedures” described below.

Pre-Approval Policies and Procedures

Our audit committee is required to pre-approve all audit services to be provided to us by our principal independent auditors, as well as all other services to be provided to us by such independent auditors, except that de minimis non-audit services may be approved in accordance with applicable SEC rules.

 

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IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Notice and Access

We have made these proxy materials available to you on the Internet in connection with the solicitation by our board of directors of proxies to be voted at our 2023 annual meeting of stockholders to be held online on Thursday, May 18, 2023 at 8:30 a.m., Eastern Time (ET). We have elected to provide access to our proxy materials over the Internet under the SEC’s “notice and access” rules. On or about April 5, 2023, we will mail to our stockholders a Notice of Internet Availability containing instructions on how to access our proxy materials, including our proxy statement and our 2022 Annual Report. We believe that providing our proxy materials over the Internet expedites stockholders’ receipt of proxy materials, lowers costs and reduces the environmental impact of our annual meeting. As a stockholder of Alnylam, you are invited to participate in our annual meeting virtually via the Internet, and are entitled and requested to vote on the proposals described in this proxy statement. The Notice of Internet Availability instructs you on how to submit your proxy or voting instructions through the Internet.

In accordance with the SEC rules, we may furnish proxy materials, including this proxy statement and our 2022 Annual Report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. If you would like to receive a paper copy of our proxy materials, the Notice of Internet Availability instructs you on how to request a paper copy of our proxy materials, including a proxy card or voting instruction form that includes instructions on how to submit your proxy or voting instructions by mail or telephone. Other stockholders, in accordance with their prior requests, have received e-mail access to our proxy materials and instructions to submit their vote via the Internet, or have been mailed paper copies of our proxy materials and a proxy card or voting instruction form.

Who Can Vote

To be entitled to vote, you must be a stockholder of record at the close of business on March 24, 2023, the record date for our annual meeting. As of the record date, there were 124,223,536 shares of our common stock outstanding.

If you were a stockholder of record on March 24, 2023, you are entitled to vote all of the shares that you held on that date at the annual meeting and at any postponement or adjournment thereof.

Voting Rights

Each outstanding share of our common stock will be entitled to one vote on each matter considered at the annual meeting.

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Voting

Alnylam’s stockholders may vote their shares over the Internet, by telephone or during the annual meeting by going to www.virtualshareholdermeeting.com/ALNY2023. If you requested and/or received a printed version of the proxy card, you may also vote by mail.

•

By Internet. You may vote at www.proxyvote.com, 24 hours a day, seven days a week. You will need the 16-digit control number included on your proxy card or voting instruction form. Votes submitted through the Internet must be received by 11:59 p.m. ET on May 17, 2023.

•

By Telephone. You may vote using a touch-tone telephone by calling 1-800-690-6903, 24 hours a day, seven days a week. You will need the 16-digit control number included on your proxy card or voting instruction form. Votes submitted by telephone must be received by 11:59 p.m. ET on May 17, 2023.

•

By Mail. If you received printed proxy materials, you may submit your vote by completing, signing and dating each proxy card received and returning it in the prepaid envelope. Sign your name exactly as it appears on the proxy card. Proxy cards submitted by mail must be received no later than May 17, 2023 to be voted at the annual meeting.

•

During the Annual Meeting. You may vote during the annual meeting by going to www.virtualshareholdermeeting.com/ALNY2023. You will need the 16-digit control number included on your proxy card or voting instruction form. If you previously voted via the Internet (or by telephone or mail), you will not limit your right to vote online at the annual meeting.

If you vote via the Internet or by telephone, your electronic vote authorizes the named proxies in the same manner as if you signed, dated and returned your proxy card. If you vote via the Internet or by telephone, do not return your proxy card.

Revoking a Proxy

If your shares are registered directly in your name, you may revoke your proxy and change your vote at any time before the annual meeting. To do so, you must do one of the following:

Vote over the Internet or by telephone as instructed above. Only your latest Internet or telephone vote is counted. You may not change your vote over the Internet or by telephone after 11:59 p.m. ET on May 17, 2023.

Sign a new proxy and submit it as instructed above. Only your latest dated proxy, received by no later than May 17, 2023, will be counted.

Participate in the annual meeting virtually via the Internet and vote again. Participating in the annual meeting will not revoke your Internet vote, telephone vote or proxy, unless you vote again.

Note that if your shares are held in “street name,” you may submit new voting instructions by contacting your bank, broker or other nominee.

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Discretionary Voting Authority

If your shares are registered directly in your name, you are a “stockholder of record” who may vote at the meeting. As the stockholder of record, you have the right to direct the voting of your shares by voting over the Internet, by telephone, by returning your proxy or by voting online during the annual meeting at www.virtualshareholdermeeting.com/ALNY2023.

If your shares are held in an account at a bank or at a brokerage firm or other nominee holder, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your bank, broker or other nominee who is considered the stockholder of record for purposes of voting at the annual meeting. As the beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote your shares and to participate in the virtual annual meeting. You will receive instructions from your bank, broker or other nominee explaining how you can vote your shares and whether they permit Internet or telephone voting. Follow the instructions from your bank, broker or other nominee included with these proxy materials, or contact your bank, broker or other nominee to request a proxy form. We encourage you to provide voting instructions to your bank, broker or other nominee by giving your proxy to them. This ensures that your shares will be voted at the annual meeting according to your instructions. You will not be able to vote shares you hold in “street name” at the annual meeting; instead, you must instruct your bank, broker or other nominee in advance of the meeting.

Note that under New York Stock Exchange, or NYSE, rules, if you hold shares through a bank, broker or other institution and you do not provide your voting instructions to them at least ten days before the annual meeting, that firm has the discretion to vote your shares on proposals that the NYSE has determined are routine. Such firm will not have the discretion to vote your shares on proposals that the NYSE has determined are non-routine. A “broker non-vote” refers to a share represented at the meeting held by a broker, as to which instructions have not been received from the beneficial owner or person entitled to vote such shares and with respect to which, on one or more but not all matters, the broker does not have discretionary voting power to vote such share.

Participating in the Virtual Annual Meeting

This year our annual meeting will be a completely virtual meeting. There will be no physical meeting location. The meeting will only be conducted via live webcast.

To participate in the virtual meeting, visit www.virtualshareholdermeeting.com/ALNY2023and enter the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. You may begin to log into the meeting platform beginning at 8:15 a.m. ET on May 18, 2023. The meeting will begin promptly at 8:30 a.m. ET on May 18, 2023.

If you wish to submit a question, you may do so in two ways. If you want to ask a question before the meeting, then beginning on April 5, 2023 and until 11:59 p.m. ET on May 17, 2023, you may log into www.proxyvote.com and enter your 16-digit control number. Once past the login screen, click on “Questions for Management,” type in your question, and click “Submit.” Alternatively, if you want to submit your question during the meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/ALNY2023, type your question into the “Ask a Question” field, and click “Submit.”

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Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. The meeting is not to be used as a forum to present personal matters, or general economic, political or other views that are not directly related to the business of Alnylam and the matters properly before the meeting, and therefore questions on such matters will not be answered.

Any questions pertinent to meeting matters that cannot be answered during the meeting due to time constraints will be posted online and answered at http://investors.alnylam.com/shareholder-services/annual-meeting. The questions and answers will be available as soon as practical after the meeting and will remain available until one week after posting.

If you encounter any technical difficulties with the virtual meeting platform on the meeting day, please call the technical support number that will be posted on the virtual Annual Meeting log-in page. Technical support will be available starting at 8:00 a.m. ET on May 18, 2023 and will remain available until thirty minutes after the meeting has finished.

Requirements for a Meeting Quorum

A majority of our outstanding shares of common stock must be present to hold the annual meeting and conduct business. This is called a quorum. For purposes of determining whether a quorum exists, we count as present any shares that are voted over the Internet, by telephone, by completing and submitting a proxy, or that are represented online at the meeting, as well as any abstentions and broker non-votes. If a quorum is not present, we expect to adjourn the annual meeting until we obtain a quorum.

Vote Required to Approve Each Item on the Proxy

You may vote “for,” “against” or “abstain” on proposals 1, 2 and 4 and “1 year,” “2 years,” “3 years” or “abstain” on Proposal 3, the say-on-frequency advisory vote. Abstentions and broker non-votes are included in the determination of the number of shares present at the annual meeting for determining a quorum at the meeting, but they are not counted as shares cast. Accordingly, abstentions and broker non-votes, if any, would have no effect on the vote for any of the Proposals to be considered at the annual meeting, because these Proposals are based on a percentage of the votes that are actually cast at the annual meeting.

Proposal 1 – Election of Four (4) Class I Directors

With respect to the election of directors (Proposal 1), each nominee presented in Proposal 1 must be elected by a majority of the votes properly cast. Nominees are elected by a majority vote for non-contested director elections. Because the number of nominees properly nominated for the annual meeting is the same as the number of directors to be elected, the election of directors at this annual meeting is non-contested. If the number of votes FOR a nominee exceeds the number of votes AGAINST a nominee (among votes properly cast by stockholders who are either present online or represented by proxy), then the nominee will be elected.

With respect to Proposal 1, you may:

vote FOR all nominees;

vote FOR one or more nominee(s) and AGAINST one or more of the other nominee(s);

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vote AGAINST all nominees; or

ABSTAIN from voting for or against one or more nominee(s).

Proposal 2 – Non-binding Advisory Vote on the Compensation of Our Named Executive Officers

To approve Proposal 3, stockholders holding a majority of the votes either cast on the matter online or by proxy at the annual meeting must vote FOR the approval of the compensation of our named executive officers, as described in the “Compensation Discussion and Analysis,” executive compensation tables and accompanying narrative disclosures in this proxy statement.

As an advisory vote, this proposal is not binding. The outcome of this advisory vote will not overrule any decision by us or our board of directors (or any committee thereof). However, our PC&C committee and our board of directors value the opinions expressed by our stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

Proposal 3 – Non-binding Advisory Vote on the Frequency of Future Executive Compensation Advisory Votes

To recommend the frequency of future non-binding stockholder “Say-on-Pay” votes, you may:

vote CHOICE 1 (every year);

vote CHOICE 2 (every two years);

vote CHOICE 3 (every three years); or

•

ABSTAIN from voting on the non-binding resolution.

The frequency choice that receives the highest numbers of votes cast will be considered to be the preferred frequency of our stockholders with which we are to hold future non-binding stockholder advisory “say-on-pay” votes on executive compensation.

As an advisory vote, this proposal is not binding. Our board of directors will take into consideration the outcome of this vote in determining the frequency of future non-binding, advisory votes on the compensation of our named executive officers. However, because this vote is advisory and non-binding, our board of directors may decide that it is in our best interests and those of our stockholders to hold the advisory vote to approve the compensation of our named executive officers more or less frequently.

Proposal 4 – Ratification of Appointment of Independent Auditors

To approve Proposal 4, stockholders holding a majority of the votes either cast on the matter online or by proxy at the annual meeting must vote FOR the proposal.

Although stockholder approval of our audit committee’s appointment of PricewaterhouseCoopers LLP as our independent auditors for the year ending December 31, 2023 is not required, we believe that it is advisable to give stockholders an opportunity to ratify this appointment. If this proposal is not approved at the annual meeting, our audit committee will reconsider its appointment of PricewaterhouseCoopers LLP as our independent auditors for the year ending December 31, 2023.

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Other Matters to be Voted On

The board of directors is not aware of any other issue or matter that may come before the annual meeting other than the election of four (4) Class I directors, the non-binding advisory vote on the compensation of our named executive officers, the non-binding advisory vote on the frequency of future votes to approve the compensation of our named executive officers and the ratification of the appointment of our independent auditors. If any other matters are properly presented at the annual meeting, the persons named in the accompanying proxy intend to vote, or otherwise act, in accordance with their best judgment on the matter.

Vote Results

Preliminary voting results will be announced at the annual meeting. We expect to report the voting results in a Current Report on Form 8-K within four business days following the adjournment of our annual meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the annual meeting, we intend to file a Current Report on Form 8-K to publish preliminary results and, within four business days after the final results are known to us, to file an additional Current Report on Form 8-K to publish the final results.

Inspector of Election

The inspector of election and the tabulator of all proxies, ballots and voting tabulations that identify stockholders are independent and are not Alnylam employees.

Cost of Soliciting Proxies

We will bear the cost of soliciting proxies. In addition to these proxy materials, our directors, officers and employees may solicit proxies by telephone, e-mail, facsimile and in person, without additional compensation. We have also retained Innisfree M&A Incorporated to solicit proxies by mail, courier, telephone and facsimile and to request brokers, custodians and fiduciaries to forward proxy soliciting materials to the owners of stock held in their names. For these services, we paid a fee of approximately $30,000, plus expenses. We may reimburse brokers or persons holding stock in their names, or in the names of their nominees, for their expenses in sending proxies and proxy materials to beneficial owners.

Alnylam’s 401(k) Savings Plan

You may give voting instructions for the number of shares of Alnylam common stock equal to the interest in Alnylam common stock credited to your 401(k) plan account as of the record date. To vote these shares, complete and return the proxy card to Broadridge Financial Solutions, Inc. The 401(k) plan trustee will vote your shares according to your instructions. Only Broadridge and its affiliates or agents will have access to your individual voting instructions. You may revoke previously given voting instructions by filing with the trustee either a written revocation or a properly completed and signed proxy bearing a later date. To vote your 401(k) plan shares, you must provide your voting instructions to Broadridge before 11:59 p.m. ET on May 15, 2023, for your proxy to be valid and your vote to count. If you do not provide voting instructions to the 401(k) plan trustee, the 401(k) plan trustee will not vote your shares.

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Householding of Annual Meeting Materials

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our proxy statement and annual report to stockholders may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of either document to you upon written or oral request to Alnylam Pharmaceuticals, Inc., 675 West Kendall Street, Henri A. Termeer Square, Cambridge, Massachusetts 02142, Attention: Investor Relations and Corporate Communications, telephone: (617) 551-8200. If you want to receive separate copies of the proxy statement or annual report to stockholders in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address and phone number.

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ADDITIONAL INFORMATION AND OTHER

MATTERS

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Policies and Procedures for Related Person Transactions

Our board has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which Alnylam is a participant, the amount involved exceeds $120,000, and one of our executive officers, directors, director nominees or 5% stockholders (or their immediate family members), each of whom we refer to as a “related person,” has a direct or indirect material interest.

If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a “related person transaction,” the related person must report the proposed related person transaction to our general counsel and our chief financial officer. The policy calls for the proposed related person transaction to be reviewed by our general counsel and/or our chief financial officer and, if deemed appropriate, approved by our audit committee. Whenever practicable, the reporting, review and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, our audit committee will review, and, in its discretion, may ratify the related person transaction. The policy also permits the chair of our audit committee to review and, if deemed appropriate, approve proposed related person transactions that arise between committee meetings, subject to ratification by our audit committee at its next meeting. Any related person transactions that are ongoing in nature will be reviewed annually.

A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by our audit committee after full disclosure of the related person’s interest in the transaction. As appropriate for the circumstances, our audit committee will review and consider:

 

the related person’s interest in the related person transaction;

the approximate dollar value of the amount involved in the related person transaction;

the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;

whether the transaction was undertaken in the ordinary course of our business;

whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party;

the purpose of, and the potential benefits to us of, the transaction; and

any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

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Our audit committee may approve or ratify the transaction if the committee determines that, under all of the circumstances, the transaction is not inconsistent with our best interests. Our audit committee may impose any conditions on the related person transaction that it deems appropriate.

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In addition to related person transactions that are excluded by the instructions to the SEC’s related person transaction disclosure rule, our board has determined that the following transactions do not create a material direct or indirect interest on behalf of related persons and, therefore, are not related person transactions for purposes of this policy:

 

interests arising solely from the related person’s position as an executive officer of another entity (whether or not the person is also a director of such entity), that is a participant in the transaction, where (a) the related person and all other related persons own in the aggregate less than a 10% equity interest in such entity, and (b) the related person and his or her immediate family members are not involved in the negotiation of the terms of the transaction and do not receive any special benefits as a result of the transaction; and

a transaction that is specifically contemplated by provisions of our Charter or bylaws.

The policy provides that transactions involving the compensation of our executive officers shall be reviewed and approved by our PC&C committee in the manner specified in its charter.

In addition to the policy described above, we have adopted a number of internal procedures to assist with the identification and approval of any related person transactions, including annual questionnaires to our directors and officers, quarterly questionnaires to certain legal, human resource and finance personnel, and quarterly review with our audit committee and independent registered public accounting firm.

Related Person Transactions

In December 2017,During 2022, we entered into a six-month consulting agreement with Dr. Mark Keating pursuant to which Dr. Keating would provide us with assistance, on a full-time basis, with our early stage target evaluation and research efforts. In July 2018, we entered into a six-month extension of Dr. Keating’s consulting agreement in connection with the continuation of the services. In January 2019, we entered into an additional six-month extension, pursuant to which we agreed to pay Dr. Keating up to a maximum of $150,000 in connection with the continued performance of his services. In April 2019, Dr. Keating was hired as a full-time employee, to serve as a Senior Distinguished Fellow, supporting our development efforts in our CNS and ocular programs. During the fiscal year ended December 31, 2020, he earned compensation consisting of $672,830 in base salary, bonus, matching contributions from us under our 401(k) plan and life insurance premiums, as well as option awards with an estimated grant date fair value of $172,440. Dr. Keating is the spouse of Laurie Keating, one of our executive officers. The initial transaction with Dr. Keating, as well as the subsequent extensions and offer for full-time employment, were approved in advance by the chair of our audit committee and subsequently ratified by the full audit committee pursuant to our related person transaction policy.

Other than the employment relationship with Dr. Keating described above, we have not been a participant in any transaction, nor is there any currently proposed transaction, that is currently reportable under Item 404(a) of Regulation S-K.

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OTHER MATTERS

Our board of directors does not know of any other matters which may come before the meeting. However, if any other matters are properly presented to the meeting, it is the intention of the persons named in the accompanying proxy card to vote, or otherwise act, in accordance with their judgment on those matters.

STOCKHOLDER PROPOSALS

In order to be included in the proxy materials for the 20222024 annual meeting of stockholders, stockholders’ proposals must be received by us at our principal executive offices, 675 West Kendall Street, Henri A. Termeer Square, Cambridge, Massachusetts 02142 no later than December 1, 2021.5, 2023. We suggest that proponents submit their proposals by certified mail, return receipt requested, addressed to our Corporate Secretary.

In addition, our bylaws require that we be given advance notice of stockholder nominations for election to our board of directors and of other matters which

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stockholders wish to present for action at an annual meeting of stockholders, other than matters included in our proxy statement. The required notice must be in writing and received by our corporate secretary at our principal offices not later than February 17, 202218, 2024 (90 days prior to the first anniversary of our 20212023 annual meeting of stockholders) and not before January 18, 202219, 2024 (120 days prior to the first anniversary of our 20212023 annual meeting of stockholders). However, if the 20222024 annual meeting of stockholders is advanced by more than 20 days, or delayed by more than 60 days, from the first anniversary of the 20212023 annual meeting of stockholders, notice must be received not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of (1) the 90th day prior to such annual meeting and (2) the 10th day following the date on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made, whichever occurs first.

Our bylaws also specify requirements relating to the content of the notice which stockholders must provide, including a stockholder nomination for election to our board of directors, to be properly presented at the 20222024 annual meeting of stockholders. Proxies solicited by the board will confer discretionary voting authority with respect to these proposals, subject to SEC rules governing the exercise of this authority. To comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended, no later than March 19, 2024.

 

 

OUR BOARD OF DIRECTORS ENCOURAGES STOCKHOLDERS TO PARTICIPATE ONLINE IN OUR VIRTUAL ANNUAL MEETING. WHETHER OR NOT YOU PLAN TO PARTICIPATE IN THE VIRTUAL ANNUAL MEETING, YOU ARE URGED TO VOTE BY PROXY OVER THE INTERNET, BY TELEPHONE OR BY MAIL AS DESCRIBED IN THE ENCLOSED PROXY CARD. A PROMPT RESPONSE WILL GREATLY FACILITATE ARRANGEMENTS FOR THE VIRTUAL ANNUAL MEETING AND YOUR COOPERATION WILL BE APPRECIATED. YOU WILL NOT BE ABLE TO ATTEND THE ANNUAL MEETING IN PERSON.

OUR BOARD OF DIRECTORS ENCOURAGES STOCKHOLDERS TO PARTICIPATE ONLINE IN OUR VIRTUAL ANNUAL MEETING. WHETHER OR NOT YOU PLAN TO PARTICIPATE IN THE VIRTUAL ANNUAL MEETING, YOU ARE URGED TO VOTE BY PROXY OVER THE INTERNET, BY TELEPHONE OR BY MAIL AS DESCRIBED IN THE ENCLOSED PROXY CARD. A PROMPT RESPONSE WILL GREATLY FACILITATE ARRANGEMENTS FOR THE VIRTUAL ANNUAL MEETING AND YOUR COOPERATION WILL BE APPRECIATED. YOU WILL NOT BE ABLE TO ATTEND THE ANNUAL MEETING IN PERSON.

 

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ALNYLAM PHARMACEUTICALS, INC.

ATTN: SECRETARY

675 WEST KENDALL STREETWest Kendall Street

HENRIHenri A. TERMEER SQUARETermeer Square

CAMBRIDGE, MA 02142

  

VOTE BY INTERNET

Before The Meeting - Go to www.proxyvote.com

 

Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 17, 20212023 for shares held directly and by 11:59 p.m. Eastern Time on May 13, 202115, 2023 for shares held in a 401(k) Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

 

During The Meeting - Go to www.virtualshareholdermeeting.com/ALNY2021ALNY2023

 

You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. There will be no physical location at which stockholders may attend the meeting.

 

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 17, 20212023 for shares held directly and by 11:59 p.m. Eastern Time on May 13, 202115, 2023 for shares held in a 401(k) Plan. Have your proxy card in hand when you call and then follow the instructions.

 

VOTE BY MAIL

If you received printed proxy materials by hand, mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:  
  D41312-P51903-Z79366E61195-P19478  KEEP THIS PORTION FOR YOUR RECORDS

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DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

 

  ALNYLAM PHARMACEUTICALS, INC.                  
 

 

Proposals — The Board of Directors recommends you vote FOR each of the listed director nominees to serve for a term ending in 20242026 and FOR Proposals 2 and 3.4 and ONE YEAR on Proposal 3, the advisory vote for the frequency of advisory stockholder votes on executive compensation.

 

                  

1.  To elect the following nominees as Class III directors of Alnylam:

 For  Against  Abstain             

        

1a.   Dennis A. Ausiello, M.D.

  a.   Michael W. Bonney

 

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1b.   Olivier Brandicourt, M.D.

  b.   Yvonne L. Greenstreet, MBChB, MBA

 

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1c.   Marsha H. Fanucci

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1d.   David E.I. Pyott

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  c.   Phillip A. Sharp, Ph.D.

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             For

  d.   Elliott Sigal, M.D., Ph.D.

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2.  To approve, in a non-binding advisory vote, the compensation of Alnylam’s named executive officers.

      

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☐2 Years

  

 

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3.  To recommend, in a non-binding advisory vote, the frequency of advisory stockholder votes on executive compensation.

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3.For

Against

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4.  To ratify the appointment of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as Alnylam’s independent auditors for the fiscal year ending December 31, 2021.2023.

 

      

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In their discretion, the Proxies are authorized to vote upon any other business that may properly come before the annual meeting or at any adjournment(s) thereof.

           
                  
                  
                  

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

             

 

    

    

 

                                                                        

 

            

  

                                                        

 

                                                                        

 

            

 

 

Signature [PLEASE SIGN WITHIN BOX]

 

 

Date

   

 

Signature (Joint Owners)

 

 

Date

 

Important Notice Regarding the Availability of Proxy Materials for the Virtual Annual Meeting of Stockholders to be Held on May 18, 2021:2023:

The Proxy Statement, our Annual Report on Form 10-K and our Annual Report to Stockholders are available for viewing, printing and downloading atwww.proxyvote.com.

 

 

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D41313-P51903-Z79366E61196-P19478    

 

 

 

 

Proxy — ALNYLAM PHARMACEUTICALS, INC.

 

VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

To be held on May 18, 20212023 at 10:8:30 a.m., Eastern Time

This Proxy is solicited on behalf of the Board of Directors of Alnylam Pharmaceuticals, Inc. (“Alnylam”).

The undersigned, having received notice of the annual meeting of stockholders and the proxy statement therefor and revoking all prior proxies, hereby appoints each of John M. Maraganore, Ph.D., Laurie B. KeatingYvonne L. Greenstreet, MBChB, Indrani L. Franchini and Jeffrey V. Poulton (each with full power of substitution), as Proxies of the undersigned, to participate in the annual meeting of stockholders of Alnylam to be held online at 10:8:30 a.m., Eastern Time, on Tuesday,Thursday, May 18, 2021,2023, and any adjourned or postponed session thereof, and there to vote and act as indicated upon the matters on the reverse side in respect of all shares of common stock which the undersigned would be entitled to vote or act upon, with all powers the undersigned would possess if personally present.

You can revoke your proxy at any time before it is voted at the annual meeting by (i) submitting another properly completed proxy bearing a later date; (ii) giving written notice of revocation to the Secretary of Alnylam; (iii) if you submitted a proxy through the Internet or by telephone, by submitting a proxy again through the Internet or by telephone prior to the close of the Internet voting facility or the telephone voting facility; or (iv) voting online at the annual meeting. If you hold any of the shares of common stock in a fiduciary, custodial or joint capacity or capacities, this proxy is signed by you in every such capacity as well as individually.

The shares of common stock of Alnylam represented by this proxy will be voted as directed by you for the proposals herein proposed by Alnylam. If no direction is given with respect to a proposal specified herein, this proxy will be voted in accordance with the recommendation of the Board of Directors. In their discretion, the Proxies are authorized to vote upon any other business that may properly come before the annual meeting or any adjournment(s) thereof.

Please vote, date and sign on reverse side and return promptly in the enclosed pre-paid envelope.

Your vote is important. Please vote immediately.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE

REVERSE SIDE