Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation and Appointment of Directors
On October 9, 2018, the Board of Directors (the “Board”) of Alnylam Pharmaceuticals, Inc. (the “Company”) accepted the resignation of John K. Clarke from the Board, effective as of January 10, 2019. Mr. Clarke’s resignation was not caused by any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Upon the effectiveness of Mr. Clarke’s resignation, Colleen F. Reitan will become a member of the Audit Committee. Marsha H. Fanucci will continue as the Chair of the Audit Committee, and Michael W. Bonney will continue to serve as a member of the Audit Committee.
On October 9, 2018, the Board, following the recommendation of its Nominating and Corporate Governance Committee, elected Margaret A. Hamburg to fill a vacancy on the Board created by the resignation of Mr. Clarke, effective as of January 10, 2019. Ms. Hamburg will serve as a Class III director with a term expiring at the annual meeting of stockholders to be held in 2019.
As anon-employee director, Ms. Hamburg will receive an annual cash fee of $50,000. In addition, in connection with her election to the Board, on January 10, 2019, Ms. Hamburg will receive a stock option to purchase 18,000 shares of common stock of the Company, vesting annually over three years. Beginning in 2019, she will be eligible to receive an annual stock option award, in an amount determined by the Compensation Committee (currently 9,000 shares per the Company’s compensation policy fornon-employee directors), vesting in full on theone-year anniversary of the grant date. The exercise price of these stock option awards will be the fair market value of the Company’s common stock on the respective dates of grant. The Company will also reimburse Ms. Hamburg for reasonable travel and other related expenses incurred in connection with her service on the Board.
In addition, Ms. Hamburg will enter into an indemnification agreement with the Company consistent with the form of the existing indemnification agreement entered into between the Company and itsnon-employee directors.
Appointment of Principal Accounting Officer
On October 9, 2018, the Board appointed Manmeet S. Soni, the Company’s current Chief Financial Officer and principal financial officer, to the additional position of principal accounting officer. Upon the effectiveness of Mr. Soni’s appointment, Michael P. Mason relinquished the position of principal accounting officer. Mr. Mason will continue to serve as the Company’s Vice President, Finance, focused on global commercial finance matters.
Mr. Soni, 41, has served as the Company’s Senior Vice President, Chief Financial Officer and Principal Financial Officer since May 2017. From March 2016 to February 2017, Mr. Soni served as the Executive Vice President, Chief Financial Officer and Treasurer of ARIAD Pharmaceuticals, Inc., a biopharmaceutical company, when ARIAD was acquired by Takeda Pharmaceutical Company Limited. Mr. Soni continued as an employee of ARIAD through May 2017. Previously, he served as Chief Financial Officer of Pharmacyclics, Inc., a biopharmaceutical company, until its acquisition by AbbVie, Inc. in May 2015, after which he supported AbbVie during the post-acquisition transition through September 2015. He first joined Pharmacyclics in September 2012 as corporate controller and served in various roles prior to
