8-KLeadership ChangesExhibits & Filings

ALNYLAM PHARMACEUTICALS, INC. 8-K Report, Executive Changes (Apr 23, 2012)

Filed April 23, 2012For Securities:ALNY

Summary

Alnylam Pharmaceuticals, Inc. (ALNY) filed an 8-K on April 23, 2012, to report a significant change in its Board of Directors. Effective April 20, 2012, Dennis A. Ausiello, M.D. was elected as a Class II director. This appointment is particularly noteworthy given Dr. Ausiello's extensive medical background and his simultaneous role as a member of the Company's Scientific Advisory Board (SAB). The filing also details the compensation structure for Dr. Ausiello's directorship, which includes an annual cash fee of $75,000 and reimbursement for related expenses. Notably, his current compensation is subject to limitations from his employer, restricting equity awards. However, the agreement outlines a potential adjustment to his cash fee and the addition of equity compensation should these limitations be lifted in the future. The inclusion of a prominent medical expert like Dr. Ausiello on both the Board and the SAB signals a continued commitment to scientific rigor and strategic guidance in the company's drug development pipeline.

Key Highlights

  • 1Dennis A. Ausiello, M.D. was elected as a Class II director on April 20, 2012, with a term expiring at the June 2012 annual meeting.
  • 2Dr. Ausiello will receive an annual cash fee of $75,000 for his services as a director.
  • 3The company will reimburse Dr. Ausiello for reasonable travel and related expenses incurred in connection with his board service.
  • 4Due to employer restrictions, Dr. Ausiello is currently ineligible for equity compensation from Alnylam.
  • 5His cash compensation may be adjusted to $50,000 annually if he becomes eligible for equity compensation in the future, at which point he would receive equity awards per company policy.
  • 6Dr. Ausiello will also serve as a member of Alnylam's Scientific Advisory Board (SAB) without additional compensation, though travel expenses will be covered.
  • 7The filing includes the Consulting Agreement between the Company and Dr. Ausiello dated April 20, 2012, as an exhibit.

Frequently Asked Questions

Dennis A. Ausiello, M.D. is a medical doctor elected to Alnylam's Board of Directors. His appointment is significant because he also serves on the company's Scientific Advisory Board (SAB), indicating a direct link between scientific expertise and board-level oversight, which can be valuable for a biotechnology company focused on drug development.

Dr. Ausiello is entitled to a $75,000 annual cash fee and reimbursement for reasonable travel and related expenses. His compensation is currently limited by his employer, preventing him from receiving equity awards. If these employer restrictions are lifted, his cash fee would decrease to $50,000 per year, and he would then be eligible for equity compensation.

No, Dr. Ausiello will not receive any additional compensation for his service on the Scientific Advisory Board. However, Alnylam will reimburse him for reasonable travel and other related expenses incurred in connection with attending SAB meetings.

The Consulting Agreement, dated April 20, 2012, details the terms of Dr. Ausiello's engagement with Alnylam Pharmaceuticals, Inc., including his role as a director, his compensation, and his service on the Scientific Advisory Board, as well as any specific provisions related to his employer's restrictions on compensation.