8-KLeadership ChangesExhibits & Filings

ALNYLAM PHARMACEUTICALS, INC. 8-K Report, Executive Changes (Dec 20, 2021)

Filed December 20, 2021For Securities:ALNY

Summary

This 8-K filing from Alnylam Pharmaceuticals, Inc. announces the formalization of Yvonne L. Greenstreet's appointment as Chief Executive Officer, effective January 1, 2022. The filing details the terms of her new employment agreement, including her base salary, bonus potential, and significant equity awards. This transition represents a key leadership change for the company, and the compensation package reflects the Board's confidence in Dr. Greenstreet's ability to lead Alnylam. Investors should note the substantial equity grants, including stock options and performance stock units, which align Dr. Greenstreet's incentives with long-term shareholder value creation. The agreement also outlines severance provisions in various termination scenarios, including those related to a change in control, providing clarity on potential outcomes for both the executive and the company.

Key Highlights

  • 1Yvonne L. Greenstreet appointed CEO effective January 1, 2022, with her employment agreement finalized.
  • 2Dr. Greenstreet will receive an annual base salary of $850,000 and a target bonus of 100% of her base salary for the 2022 performance year.
  • 3Significant equity awards include $5,000,000 in stock options (vesting over 4 years), an additional $2,500,000 in stock options, and $7,500,000 in Performance Stock Units (PSUs) to be granted in February 2022.
  • 4A one-time award of $250,000 is provided to Dr. Greenstreet to facilitate her relocation.
  • 5The employment agreement includes specific provisions for severance pay and equity acceleration in the event of termination without cause or for good reason, particularly in the context of a change in control.
  • 6The agreement has an initial term through December 31, 2023, with automatic one-year renewals unless otherwise specified.

Frequently Asked Questions

Dr. Greenstreet's compensation package includes an annual base salary of $850,000, a target bonus of 100% of her base salary, and significant equity awards totaling $15,000,000 ($5M in immediate stock options, $2.5M in future stock options, and $7.5M in PSUs). She also receives a $250,000 relocation award. The total grant date fair value of the initial awards is substantial, aligning her incentives with company performance.

Dr. Greenstreet will receive non-qualified stock options with a grant date fair value of $5,000,000 that vest over a four-year period: 25% on the first anniversary of the grant date (December 31, 2021), and an additional 6.25% every three months thereafter. She will also receive additional stock options ($2.5M) and Performance Stock Units (PSUs) ($7.5M) in February 2022, with terms and performance criteria to be determined by the Compensation Committee and similar to those granted to the Management Board.

If terminated by the Company without Cause or by Dr. Greenstreet for Good Reason (prior to a Change in Control), she will receive no cash severance, but her unvested equity will continue to vest for two years, and options remain exercisable for two years post-termination. If such a termination occurs within 18 months following a Change in Control, she is entitled to a cash severance of two times her base salary and target bonus, continuation of health insurance payments for up to 24 months, and full acceleration of all stock options and awards.

The $250,000 award is a one-time payment to assist Dr. Greenstreet with her transition to the Boston area in connection with her new role as CEO. This award is subject to repayment provisions if she terminates employment without Good Reason or is terminated for Cause within 24 months of receiving it.