8-KLeadership Changes

ALNYLAM PHARMACEUTICALS, INC. 8-K Report, Executive Changes (Dec 3, 2025)

Filed December 3, 2025For Securities:ALNY

Summary

Alnylam Pharmaceuticals, Inc. (ALNY) announced a change in its Board of Directors composition via an 8-K filing. Michael W. Bonney and Carolyn Bertozzi, Ph.D. have resigned from the Board, effective December 2, 2025. The company explicitly states that these resignations were not due to any disagreements with the company's operations, policies, or practices. Following these departures, the Board size has been reduced from eleven to ten directors. To fill the vacancy and add expertise, the Board has elected Stuart A. Arbuckle as a non-employee director, effective January 5, 2026. Mr. Arbuckle's appointment is accompanied by details of his compensation, which includes an annual cash retainer, an initial stock option grant with a significant fair value, and eligibility for future annual equity awards. This move aims to strengthen the Board's governance and strategic oversight as Alnylam continues its operations.

Key Highlights

  • 1Two directors, Michael W. Bonney and Carolyn Bertozzi, Ph.D., have resigned from the Board of Directors.
  • 2The resignations were amicable and not related to any disagreements with Alnylam Pharmaceuticals.
  • 3The total number of directors on the Board has been reduced from eleven to ten.
  • 4Stuart A. Arbuckle has been elected as a new non-employee director, effective January 5, 2026.
  • 5Mr. Arbuckle will receive an annual cash retainer of $75,000.
  • 6He will be granted a stock option with an aggregate grant date fair value of $600,000 upon joining the Board.
  • 7Mr. Arbuckle will be eligible for future annual equity awards, consistent with current non-employee director compensation structure.

Frequently Asked Questions

Michael W. Bonney and Carolyn Bertozzi, Ph.D. resigned from the Board of Directors on December 2, 2025. The filing explicitly states that neither resignation was caused by any disagreement with the Company on any matter relating to its operations, policies, or practices, indicating amicable departures.

Stuart A. Arbuckle has been elected as a new non-employee director, effective January 5, 2026. He will serve as a Class I director until the Company's 2026 annual meeting of stockholders and will receive compensation and equity awards typical for non-employee directors.

Stuart A. Arbuckle will receive an annual cash retainer of $75,000. Upon his effective date of service, he will be granted a stock option valued at $600,000 on the grant date, vesting over three years. He will also be eligible for future annual equity awards, similar to other non-employee directors, and will be reimbursed for relevant travel expenses. An indemnification agreement will also be in place.

Yes, the Board of Directors has been reduced in size. Following the resignations of Mr. Bonney and Dr. Bertozzi, the Board approved a decrease in the number of directors from eleven to ten.