8-KLeadership Changes

ALNYLAM PHARMACEUTICALS, INC. 8-K Report, Executive Changes (Feb 27, 2020)

Filed February 27, 2020For Securities:ALNY

Summary

This 8-K filing from Alnylam Pharmaceuticals, Inc. (ALNY) primarily details changes to its Board of Directors. Notably, Dr. Paul R. Schimmel will be resigning from the Board at the upcoming 2020 annual meeting of stockholders, a departure that is not due to any disagreements. He will continue his role on the company's Scientific Advisory Board. Concurrently, Alnylam has elected Olivier Brandicourt, M.D., to the Board, effective March 2, 2020, expanding the board size temporarily before returning to its previous size upon Dr. Schimmel's resignation. Dr. Brandicourt brings significant experience, having previously served as CEO of Sanofi Genzyme, a key collaborator of Alnylam. The appointment of Dr. Brandicourt is a strategic move, given his direct involvement with Alnylam's collaboration with Sanofi Genzyme. His compensation as a non-employee director includes an annual cash fee and a significant initial stock option grant, with ongoing annual stock option awards planned. These changes reflect the company's ongoing governance and strategic partnerships.

Key Highlights

  • 1Dr. Paul R. Schimmel is resigning from the Board of Directors effective at the 2020 annual meeting (May 6, 2020), with no stated disagreements.
  • 2Dr. Schimmel will continue to serve as a member of Alnylam's Scientific Advisory Board.
  • 3Olivier Brandicourt, M.D. has been elected to the Board of Directors, effective March 2, 2020.
  • 4Dr. Brandicourt's appointment temporarily increases the Board size from eleven to twelve members, returning to eleven upon Dr. Schimmel's resignation.
  • 5Dr. Brandicourt's background includes serving as Chief Executive Officer of Sanofi Genzyme, a company with a significant collaboration with Alnylam.
  • 6As a non-employee director, Dr. Brandicourt will receive an annual cash fee of $55,000 and an initial stock option grant valued at $600,000, with annual stock option awards thereafter.
  • 7Dr. Brandicourt's initial stock option grant will vest ratably over three years, and subsequent annual awards will vest in full after one year.

Frequently Asked Questions

Dr. Schimmel is resigning from the Board effective at the 2020 annual meeting of stockholders. The filing explicitly states that his resignation is not due to any disagreement with the Company on any matter relating to its operations, policies, or practices. He will continue to serve on the company's Scientific Advisory Board.

Dr. Olivier Brandicourt has been elected to Alnylam's Board of Directors. He brings significant industry experience, having previously served as the Chief Executive Officer of Sanofi Genzyme. His appointment is effective March 2, 2020, and his background is particularly relevant given Alnylam's collaboration with Sanofi Genzyme.

Dr. Brandicourt will receive an annual cash fee of $55,000. Additionally, upon his election, he will receive a stock option grant with a grant date fair value of $600,000, vesting over three years. Starting in 2021, he will be eligible for annual stock option awards (currently valued at $400,000) vesting one year after grant. He will also be reimbursed for reasonable travel expenses and enter into a standard indemnification agreement.

The Board's size was expanded from eleven to twelve members to accommodate Dr. Brandicourt's appointment. This expansion is temporary, as the Board size will be reduced back to eleven members upon Dr. Schimmel's resignation at the 2020 annual meeting.