8-KLeadership Changes

ALNYLAM PHARMACEUTICALS, INC. 8-K Report, Executive Changes (Mar 4, 2026)

Filed March 4, 2026For Securities:ALNY

Summary

Alnylam Pharmaceuticals, Inc. announced on March 4, 2026, the grant of a significant special equity award to its CEO, Yvonne Greenstreet, M.D., M.B.A. This award, effective March 2, 2026, is designed to retain and incentivize Dr. Greenstreet over the next several years, aligning her compensation with substantial future stock price appreciation. The Board recognizes her critical role in the company's recent successes, including nearly 100% stockholder return, key product launches like AMVUTTRA, and the achievement of the 'Alnylam P5x25' goals, including profitability in 2025. The special award is entirely performance-based, with vesting contingent upon the company's stock price reaching specific, ambitious thresholds by December 31, 2029. The award has a target value of $18.0 million, represented by 55,373 performance share units. The terms stipulate that 50% of the target shares vest if the average stock price reaches $500, and 200% vest if it reaches $800, with linear interpolation for performance in between. Importantly, no shares will vest if the stock price does not reach a baseline threshold of $500, which is above the all-time high at the grant date. This structure strongly links executive compensation to significant long-term value creation for shareholders.

Key Highlights

  • 1Special equity award granted to CEO Yvonne Greenstreet, M.D., M.B.A. on March 2, 2026.
  • 2Award is performance-based with vesting tied to stock price appreciation through December 31, 2029.
  • 3Target award value is $18.0 million, comprising 55,373 performance share units.
  • 4Vesting requires the future average stock price to reach a minimum threshold of $500, exceeding the grant date all-time high.
  • 5Full vesting (200% of target) requires an average stock price of $800.
  • 6The award aims to retain and incentivize CEO leadership during Alnylam's next growth phase ('Alnylam 2030').
  • 7Provisions for termination, death, disability, and change in control are outlined, with vesting dependent on performance in certain scenarios.

Frequently Asked Questions

The primary purpose is to retain and incentivize CEO Yvonne Greenstreet over the next several years, ensuring sustained leadership and stability as Alnylam embarks on its next phase of growth ('Alnylam 2030'). The award strongly links her compensation to significant future stock price appreciation, aligning her incentives with those of shareholders.

Vesting is entirely contingent on the achievement of specific stock price targets. The award requires the highest average closing price of Alnylam's common stock over a 30-consecutive-trading-day period in the six months prior to December 31, 2029, to meet or exceed certain thresholds. A minimum threshold of $500 is required for any vesting, with higher levels up to $800 for maximum vesting.

The award has a target value of $18.0 million, representing 55,373 performance share units. 50% of the target shares vest if the average stock price reaches $500, and 200% vest if it reaches $800. Linear interpolation will be used for performance between these thresholds. If the average stock price does not reach $500, the award will be forfeited entirely.

Generally, vesting is contingent on Dr. Greenstreet remaining employed or a consultant through the vesting date (December 31, 2029). However, in cases of termination without Cause, resignation for Good Reason, death, or disability, the award remains outstanding and will vest based on actual performance at the vesting date. Voluntary termination or retirement prior to the vesting date will result in forfeiture.