Carolyn Bertozzi
ALNYLAM PHARMACEUTICALSAbout Carolyn R. Bertozzi
Carolyn R. Bertozzi, Ph.D., age 58, is an independent Class III director of Alnylam Pharmaceuticals, serving since January 2023 and standing for re‑election to a term ending in 2028. She sits on the Nominating & Corporate Governance Committee and the Science & Technology Committee; she is the Anne T. and Robert M. Bass Professor of Chemistry at Stanford (since 2015), Baker Family Director of Stanford’s Sarafan ChEM‑H (since 2021), and an HHMI Investigator (since 2000). Dr. Bertozzi was jointly awarded the 2022 Nobel Prize in Chemistry and is a member of the National Academy of Sciences, National Academy of Medicine, National Academy of Inventors, and several leading international academies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanford University | Anne T. & Robert M. Bass Professor of Chemistry | 2015–present | Scientific leadership, translational chemistry; Baker Family Director of Sarafan ChEM‑H (since 2021) |
| Howard Hughes Medical Institute | Investigator | 2000–present | Research leadership; drug discovery and chemical biology |
| University of California, Berkeley | Professor of Chemistry and Molecular & Cell Biology | 1996–2015 | Advanced glycoscience and chemical biology; founded several biopharma ventures |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| OmniAb, Inc. | Director | Current | Public company directorship |
| Eli Lilly and Company | Director | Prior | Former public company directorship |
| National/international academies | Member (NAS, NAM, NAI, Royal Society, Accademia dei Lincei, Leopoldina) | Current | Scientific governance credentials |
Board Governance
- Independence: Board determined Dr. Bertozzi is independent under Nasdaq rules; all members of Audit, PC&C, and Nominating & Corporate Governance Committees are independent .
- Committees: Nominating & Corporate Governance Committee (met 3 times); Science & Technology Committee (met 3 times) .
- Attendance: In 2024 the board met six times; each director attended at least 75% of board/committee meetings, and all directors attended the 2024 annual meeting .
- Board structure and oversight: Classified board with separate Chair (independent) and CEO; independent directors hold regular executive sessions; robust risk oversight across Audit, PC&C, Nominating & Corporate Governance, and Science & Technology Committees .
- Conflicts oversight: Nominating & Corporate Governance reviews external commitments and potential conflicts/time demands; Audit Committee approves/ratifies related person transactions .
Fixed Compensation
| Compensation Element (Non‑Employee Directors, 2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer (policy) | $60,000 | Director compensation schedule |
| Committee member fee – Nominating & Corporate Governance (policy) | $10,000 | Per committee membership |
| Committee member fee – Science & Technology (policy) | $10,000 | Per committee membership |
| Dr. Bertozzi – Fees earned/paid in cash (actual 2024) | $40,000 | Reported director cash fees |
- Director cash fees appear below the $60,000 standard retainer; the proxy does not disclose the reason for the variance (e.g., elections, pro‑rations, deferrals) .
Performance Compensation
| Equity Award Detail (Dr. Bertozzi, 2024) | Value/Terms | Vesting | Notes |
|---|---|---|---|
| Annual stock option grant (5/16/2024) | Grant‑date fair value $398,790; 5,228 options | Annual option awards vest on the one‑year anniversary of grant; exercise price $151.22 | Per director grants table and vesting policy; Black‑Scholes factor applied; per‑option accounting cost $76.28 |
| Initial/annual director equity program | Initial option award $600,000 grant‑date fair value (3‑year ratable vesting); annual option award $400,000 grant‑date fair value (1‑year vest) | As noted | Program terms (not specific to Dr. Bertozzi’s prior initial award) |
Other Directorships & Interlocks
| Company | Relationship to ALNY | Interlock/Conflict Notes |
|---|---|---|
| OmniAb, Inc. (Director) | No disclosed supplier/customer relationship | ALNY’s policy requires Audit Committee review of related person transactions; none reportable since 1/1/2024 |
| Eli Lilly and Company (Prior Director) | Large pharma; not disclosed as ALNY counterparty | No related person transactions disclosed |
| PC&C Committee Interlocks (ALNY) | N/A (she is not on PC&C) | PC&C disclosed no interlocks or insider participation in 2024 |
Expertise & Qualifications
- Nobel Prize in Chemistry (2022), Wolf Prize in Chemistry (2022) .
- Deep technical leadership in chemical biology, glycoscience, and translational science; founder of several biopharma companies; extensive board and governance experience in life sciences .
- Committee contributions aligned to early‑stage clinical pipeline, late‑stage commercialization, and global operations via Nominating & Corporate Governance and Science & Technology Committees .
Equity Ownership
| Holder | Shares Owned (#) | Shares Acquirable within 60 Days (#) | Total Beneficial Ownership (#) | % Outstanding | Outstanding Options at 12/31/2024 (#) |
|---|---|---|---|---|---|
| Carolyn R. Bertozzi, Ph.D. | 0 | 2,846 | 2,846 | <1% | 9,496 |
| Citations |
- Hedging/pledging: ALNY prohibits hedging and pledging of company securities; directors are subject to this policy .
- Stock ownership guidelines: ALNY maintains ownership guidelines for directors; numeric multiples not disclosed in the proxy, and individual compliance status is not specified .
- Section 16 compliance: ALNY reports timely compliance for directors in 2024 .
Governance Assessment
- Board effectiveness: Strong independence and committee structure; Dr. Bertozzi’s expertise is highly relevant to ALNY’s RNAi R&D and scientific oversight, with engagement through Nominating & Corporate Governance and Science & Technology committees (each met three times) .
- Independence and conflicts: No related person transactions involving directors/officers/5% holders reported since 1/1/2024; formal related‑party policy with Audit Committee approval/ratification; Nominating & Corporate Governance actively reviews external commitments and potential conflicts .
- Attendance and engagement: Board met six times in 2024; all directors were at least 75% in attendance and attended the annual meeting, supporting high engagement .
- Director compensation and alignment: 2024 compensation for Dr. Bertozzi was heavily equity‑based (cash fees $40,000 vs. option grant accounting value $398,790), aligning incentives with shareholder value creation; policy forbids hedging/pledging; robust clawback applies to incentive pay (company‑wide governance signal) .
- Signals: Strong say‑on‑pay support (95% in 2024) indicates shareholder endorsement of ALNY’s pay design and governance framework .
- RED FLAGS: None disclosed regarding related‑party transactions, hedging/pledging, option repricing, or low attendance. Note: Dr. Bertozzi’s cash fees were below the standard $60,000 retainer, but the proxy provides no explanatory detail; we do not infer a governance concern from this variance .