Colleen Reitan
ALNYLAM PHARMACEUTICALSAbout Colleen F. Reitan
Independent director at Alnylam Pharmaceuticals (ALNY) since 2018, age 65, with three decades in health insurer operations and reimbursement strategy (HCSC President of Plan Operations; former COO) and prior leadership at Blue Cross Blue Shield of Minnesota . She chairs the People, Culture & Compensation (PC&C) Committee and serves on the Audit Committee, and is designated an Audit Committee Financial Expert, underscoring strong governance and financial oversight credentials . She is independent under Nasdaq standards; the board had 83% independent directors in 2024 and holds regular executive sessions of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Health Care Service Corporation (HCSC) | President, Plan Operations | Oct 2015–Apr 2018 | Provider network management, strategic planning, business development; deep payor/reimbursement expertise |
| Health Care Service Corporation (HCSC) | Chief Operating Officer | Jan 2009–Jan 2015 | Enterprise operations leadership; reimbursement market insights |
| Blue Cross Blue Shield of Minnesota | President & Chief Operating Officer | 2006–2008 | Operations and strategy leadership at regional insurer |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Myriad Genetics, Inc. | Director | Current public company directorship |
Board Governance
- Committee assignments: Chair, PC&C Committee; Member, Audit Committee .
- Audit Committee Financial Expert designation (alongside Audit Chair Peter Kellogg), enhancing financial reporting oversight .
- Independence: Board determined Ms. Reitan is independent under Nasdaq rules; all members of Audit and PC&C committees are independent .
- Attendance/engagement: Board met six times in 2024; each director attended at least 75% of board and applicable committee meetings; all then-current directors attended the 2024 annual meeting .
- Committee activity levels: Audit Committee met five times; PC&C Committee met four times in 2024 .
- Governance processes: PC&C oversees clawback policy, stock ownership guidelines for directors and executives, and say‑on‑pay engagement; independent consultant (Pay Governance) supports risk assessment in compensation .
- Independent oversight: Board separated Chair and CEO roles; Chair is independent .
- Executive sessions: Independent directors hold regular executive sessions .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Standard non‑employee director retainer |
| Audit Committee member fee | $12,500 | Member fee |
| PC&C Committee chair fee | $20,000 | Chair fee |
| Total cash fees (Reitan) | $92,500 | Reported fees earned/paid in cash for 2024 |
Performance Compensation
| Equity Award Detail (2024) | Value/Terms | Vesting/Notes |
|---|---|---|
| Annual stock option award (grant) | 5,228 options | Granted 5/16/2024 |
| Grant‑date fair value | $398,790 | ASC 718; fair value per option $76.28 on grant date |
| Exercise price | $151.22 | Nasdaq closing price on grant date |
| Vesting schedule | One‑year anniversary | Annual director option awards vest on one‑year anniversary |
Note: Director equity awards are time‑based stock options; no performance metrics are disclosed for director equity awards .
Other Directorships & Interlocks
- Current other public company board: Myriad Genetics, Inc. .
- PC&C Committee interlocks and insider participation: None in 2024; no members were current/former officers or had related person transactions; no cross‑comp committee interlocks with other issuers .
Expertise & Qualifications
- Deep payor/reimbursement expertise from senior leadership at HCSC and BCBS Minnesota; valuable for value‑based agreements, pricing, and access strategy .
- Governance and compensation leadership as PC&C Chair; experience overseeing executive pay philosophy, clawbacks, ownership guidelines, and shareholder engagement on compensation .
- Financial oversight credibility as Audit Committee member and Audit Committee Financial Expert .
Equity Ownership
| Measure (as of Jan 31, 2025) | Shares | % Outstanding |
|---|---|---|
| Shares owned directly | — | — |
| Shares acquirable within 60 days | 44,220 | <1% |
| Total beneficial ownership | 44,220 | <1% |
| Outstanding board‑service options (FY‑end 2024) | 49,448 | — |
- Pledging/hedging: Company prohibits margin accounts, pledging, and hedging of company shares, enhancing alignment with long‑term stockholders .
- Stock ownership guidelines: Company maintains guidelines for directors and executives (committee oversight), though specific multiples are not disclosed in this proxy .
Governance Assessment
- Board effectiveness: Chair of PC&C and Audit member with financial expert designation signals robust oversight of human capital, pay risk, and financial reporting—positive for investor confidence .
- Independence and engagement: Confirmed independent status; strong attendance; active committee cadence; independent chair structure—all support effective oversight .
- Compensation alignment: Director pay mix skews heavily toward equity options (time‑based) with modest cash fees, aligning director incentives with shareholder value; Reitan’s 2024 mix was $92,500 cash and $398,790 options .
- Conflicts and related‑party exposure: No PC&C interlocks, insider participation, or related person transactions disclosed involving committee members; Audit Committee oversees related person transaction approvals—no red flags identified for Reitan in 2024 .
- Shareholder signals: Strong say‑on‑pay support (95% in 2024) and continued engagement practices indicate constructive governance posture, indirectly supportive of board credibility .
- Risk controls: Clawback policy, prohibition on hedging/pledging, and stock ownership guidelines—policy architecture consistent with best practices; ongoing cybersecurity/data governance oversight is robust at the committee level .
Overall, Reitan’s payor‑market expertise, independence, committee leadership, and financial expert status support board effectiveness with no apparent conflicts or attendance issues in 2024; compensation and ownership structures reflect alignment with long‑term shareholders .