UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 8, 2023 (
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of March 7, 2023, the Board of Directors (the “Board”) of Alnylam Pharmaceuticals, Inc. (the “Company”), following the recommendation of its Nominating and Corporate Governance Committee, expanded the size of the Company’s Board from twelve to thirteen and elected Peter N. Kellogg to fill the newly created vacancy. Mr. Kellogg will serve as a Class II director with a term expiring at the annual meeting of stockholders to be held in 2024. Mr. Kellogg is expected to be appointed to the Audit Committee.
As a non-employee director, Mr. Kellogg will receive an annual cash fee of $55,000 (increasing to $60,000, effective April 1, 2023). In addition, in connection with his election to the Board, on March 7, 2023, Mr. Kellogg received a stock option to purchase 4,948 shares of the Company’s common stock, having an aggregate grant date fair value equal to $600,000.00 (rounded to the nearest share) using the Company’s then current Black-Scholes valuation model, vesting ratably in three annual installments beginning on the one-year anniversary of the grant date, with an exercise price of $194.34 per share. Beginning in 2024, Mr. Kellogg will be eligible to receive an annual stock option award, in an amount determined by the Board upon recommendation of the People, Culture and Compensation Committee (currently such number of shares of the Company’s common stock with an aggregate grant date fair value equal to $400,000.00 (rounded to the nearest share) using the Company’s then current Black-Scholes valuation model per the Company’s compensation policy for non-employee directors), vesting in full on the one-year anniversary of the grant date, with an exercise price equal to the fair market value of the Company’s common stock on the date of grant. The Company will also reimburse Mr. Kellogg for reasonable travel and other related expenses incurred in connection with his service on the Board.
In addition, Mr. Kellogg entered into an indemnification agreement with the Company consistent with the form of the existing indemnification agreement entered into between the Company and its non-employee directors.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 8, 2023 | ALNYLAM PHARMACEUTICALS, INC. | |||||
| By: | /s/ Jeffrey V. Poulton | |||||
| Jeffrey V. Poulton | ||||||
| Executive Vice President, Chief Financial Officer | ||||||