Amy Schulman
ALNYLAM PHARMACEUTICALSAbout Amy Schulman
Amy W. Schulman (age 64) is Chair of the Board at Alnylam Pharmaceuticals and an independent director since 2014; she previously served as Lead Independent Director (Aug 2021–Jan 2023) and sits on the Nominating & Corporate Governance Committee . She is Managing Partner at Polaris Partners (since Aug 2014), co-founder/manager of the Polaris Innovation Fund (formed 2017), Executive Chair of Lyndra Therapeutics (initial CEO 2015–2019), and resumed her role as Senior Lecturer at Harvard Business School in Jan 2025 . Schulman holds a BA (Phi Beta Kappa) in Philosophy & English from Wesleyan University and a JD from Yale Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alnylam Pharmaceuticals | Chair of the Board; Independent Director | Director since Jul 2014; Chair since Jan 2023; Lead Independent Director Aug 2021–Jan 2023 | Member, Nominating & Corporate Governance Committee; governance oversight, board leadership |
| Polaris Partners | Managing Partner; Manager of Polaris Innovation Fund | Managing Partner since Aug 2014; Innovation Fund formed 2017 | Healthcare/biotech investing leadership |
| Lyndra Therapeutics | Executive Chair; Co-founder; initial CEO | Co-founder and CEO 2015–2019; Executive Chair current | Company formation/operational leadership |
| Harvard Business School | Senior Lecturer | Jul 2014–Jul 2021; resumed Jan 2025 | Academic expertise, leadership coaching |
| Pfizer Inc. | EVP & General Counsel; Business Unit Lead, Consumer Healthcare | EVP & GC May 2008–Jul 2014; Business Unit Lead 2012–2013 | Legal, regulatory, commercial strategy |
| DLA Piper | Partner | Prior to Pfizer | Legal practice leadership |
External Roles
| Organization | Role | Status |
|---|---|---|
| Fractyl Health, Inc. (NASDAQ: GUTS) | Director | Current |
| ByHeart | Chair of Board | Current |
| Kallyope; QurAlis; Larkspur | Director (represents Polaris) | Current (private companies) |
| SQZ Biotech; Cyclerion Therapeutics; Hudson Executive Investment Corp I & II | Director | Prior |
| California Institute of Technology | Trustee | Current |
| Mount Sinai Hospital | Board member; co-chairs Innovations Committee | Current |
| Action Against Hunger | Board member | Current |
| Singapore Health & Biomedical Sciences International Advisory Council | Member; additional quasi‑government boards | Current |
Board Governance
- Independence: The board determined Schulman is independent under Nasdaq rules; she serves as the independent Chair of the Board, separate from the CEO role .
- Committee assignments: Nominating & Corporate Governance Committee member; the committee met three times in 2025 and oversees board composition, succession, governance, cybersecurity, and reviews directors’ external commitments for conflicts/time .
- Attendance: The board met six times during 2024; each director attended at least 75% of board and applicable committee meetings; all then-current directors attended the 2024 annual meeting .
- Executive sessions: All board committees are 100% independent and independent directors hold regular executive sessions .
- Risk oversight: As Chair, Schulman meets with the CEO and senior leaders; the board/committees oversee operational, compliance, cybersecurity, compensation, and scientific risks; the audit committee reviews related-person transactions .
Fixed Compensation
| Component | Amount (2024) |
|---|---|
| Annual Retainer (non-employee director) | $60,000 |
| Independent Board Chair Fee | $65,000 |
| Committee Chair Fees (Audit/PC&C/Nominating/Science) | $25,000 / $20,000 / $20,000 / $20,000 |
| Committee Member Fees (Audit/PC&C/Nominating/Science) | $12,500 / $10,000 / $10,000 / $10,000 |
| Schulman – Fees Earned in Cash (2024) | $135,000 |
- Director compensation reviewed in Feb 2024; the PC&C committee and board made no changes, deeming pay competitive with peers .
Performance Compensation
| Grant Type | Grant Date | Underlying Shares | Exercise Price | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual Stock Option Award (non-employee director) | May 16, 2024 | 5,228 | $151.22 | $398,790 | Vests on one-year anniversary |
- Policy limits: Initial director option award $600,000 grant-date fair value; annual $400,000 grant-date fair value; 2018 Plan caps total initial/annual director compensation at $1.5M/$1.0M; practice is under these limits .
- Outstanding equity (12/31/2024): Schulman had 67,512 shares underlying unexercised board-service options (exercisable and unexercisable) .
Other Directorships & Interlocks
| Company | Role | Committee roles |
|---|---|---|
| Alnylam Pharmaceuticals (NASDAQ: ALNY) | Chair of the Board; Director | Nominating & Corporate Governance Committee member |
| Fractyl Health (NASDAQ: GUTS) | Director | Not disclosed |
- PC&C interlocks: In 2024, no PC&C member was a current/former Alnylam officer; no executive officer had compensation committee interlocks with other companies .
- Nominating committee reviews external commitments to evaluate potential conflicts/time burdens .
Expertise & Qualifications
- Legal/regulatory and transactional leadership (Pfizer EVP & GC; DLA Piper partner), plus commercial strategy/consumer healthcare experience (Business Unit Lead at Pfizer Consumer Healthcare) .
- Venture and company-building expertise (Polaris Partners managing partner; Lyndra co-founder/Executive Chair) and governance experience across biotech boards .
- Diversity/leadership credentials from corporate programs and academic teaching; board contributions include governance and strategy oversight .
Equity Ownership
| Holder | Shares Owned (#) | Shares Acquirable Within 60 Days (#) | Total Beneficial Ownership (#) | % of Common Stock |
|---|---|---|---|---|
| Amy W. Schulman | 8,436 | 62,284 | 70,720 | * (less than 1%) |
- Outstanding options (12/31/2024): 67,512 shares underlying unexercised options for board service .
- Policy alignment: Stock ownership guidelines apply to non‑employee directors; clawback covers cash and equity; no hedging, pledging, margin accounts, or short sales permitted .
Insider Trades
| Date (Filed/Trade) | Transaction | Shares/Value | Price | Source |
|---|---|---|---|---|
| May 29/31, 2024 | Sale of ALNY common stock | ~$3.2 million total proceeds | $149.76 per share (reported price) | |
| Jun 25/27, 2024 | Sale of ALNY common stock | 8,500 shares; ~$2.04 million | Not disclosed in article | |
| Mar 13/14, 2025 | Option exercise/“conversion of derivative security” | Notional conversion reported | $131.21 per share | |
| May 8, 2025 | Director stock award grant | Stock award (grant) | 0.00 (grant accounting price) |
- Section 16 compliance: The company reports timely compliance by directors/officers for 2024 filings .
Fixed Compensation (Director)
| Year | Fees Earned (Cash) | Option Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| 2024 | $135,000 | $398,790 | $533,790 |
Performance Compensation (Director Equity Details)
| Grant | Grant Date | Shares Underlying Options | Exercise Price | Fair Value per Option | Vesting |
|---|---|---|---|---|---|
| Annual director option | May 16, 2024 | 5,228 | $151.22 | $76.28 | One‑year cliff |
Other Directorships & Interlocks (Summary)
| Company | Role | Tenure |
|---|---|---|
| Fractyl Health (GUTS) | Director | Current |
| ByHeart | Chair of Board | Current |
| SQZ Biotech; Cyclerion; Hudson Executive Investment Corp I & II | Director (prior) | Prior |
Governance Assessment
- Strengths: Independent Chair structure separated from CEO; 10 of 12 directors independent; all committees 100% independent; regular executive sessions; majority vote standard with resignation policy enhances accountability . Attendance met at least 75% thresholds in 2024; strong stockholder support on say‑on‑pay (95% approval in 2024) indicates investor confidence in governance/compensation practices .
- Alignment & controls: Director equity is in stock options, aligning value with stock performance; clawback applies to cash and equity; no hedging/pledging permitted; related‑party transactions subject to audit committee approval; nominating committee reviews external commitments/conflicts .
- Potential watch items: Classified board structure remains in place after 2024 review of costs/benefits; while management cites alignment with long‑term development timelines, some investors view staggered terms as entrenchment risk (board continues to review periodically) . Schulman’s periodic stock sales (May/June 2024) may prompt scrutiny; context is routine diversification and option exercises, with ongoing adherence to insider trading policy and Section 16 compliance .
Overall, Schulman’s governance profile reflects independent leadership, active committee service, strong attendance, and ownership alignment via options, with robust policies (clawback, no pledging/hedging) supporting investor confidence. Continuous review of the classified board structure and transparent disclosure of director equity transactions mitigate concerns about entrenchment and alignment .