David Pyott
ALNYLAM PHARMACEUTICALSAbout David E.I. Pyott
Independent director of Alnylam since 2015; age 71. Former CEO (1998–2015) and Chair (2001–2015) of Allergan, with prior senior leadership at Novartis (Head of Nutrition Division; Executive Committee member). Currently chairs Alnylam’s Nominating & Corporate Governance Committee and is board-qualified through extensive global biopharma leadership and governance experience. Education not disclosed in Alnylam’s proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allergan, Inc. | Chief Executive Officer | Jan 1998 – Mar 2015 | Transformed Allergan from small eye care business to global specialty pharma/medical devices; Chair of the board Mar 2001 – Mar 2015 |
| Allergan, Inc. | Chair of the Board | Mar 2001 – Mar 2015 | Led board during significant expansion |
| Novartis AG | Head, Nutrition Division; Exec Committee member | Prior to 1998 (dates not specified) | Senior global operating role at major healthcare company |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| BioMarin Pharmaceutical Inc. | Director | Current | Public company board service |
| Pliant Therapeutics, Inc. | Director | Current | Public company board service |
| Royal Philips (Netherlands) | Supervisory Board Member | Current | Global diversified health technology company |
| Edwards Lifesciences Corporation | Director | Prior | Prior public company directorship (historical) |
| Avery Dennison Corporation | Director | Prior | Prior public company directorship (historical) |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Board determined Pyott is independent under Nasdaq Rule 5605(a)(2) |
| Committee assignments | Nominating & Corporate Governance Committee (Chair) |
| Board meetings (2024) | 6 meetings; each director attended ≥75% of board and applicable committee meetings; all directors attended 2024 annual meeting |
| Committee activity | Nominating & Corporate Governance Committee: 3 meetings (noted as during 2025 in proxy) ; PC&C Committee: 4 meetings (2024) ; Audit Committee: 5 meetings (2024) |
| Stockholder engagement | Independent directors participate; N&CG Chair monitors communications when no independent chair/lead; processes for forwarding substantive communications |
| Executive sessions | Independent directors hold regular executive sessions |
Fixed Compensation
Director compensation framework (non-employee directors, 2024):
| Compensation Type | Amount |
|---|---|
| Annual cash retainer | $60,000 |
| Independent Board Chair fee | $65,000 |
| Lead Independent Director fee | $40,000 |
| Committee Chair fees – Audit | $25,000 |
| Committee Chair fees – People, Culture & Compensation | $20,000 |
| Committee Chair fees – Nominating & Corporate Governance | $20,000 |
| Committee Chair fees – Science & Technology | $20,000 |
| Committee member fees – Audit | $12,500 |
| Committee member fees – PC&C | $10,000 |
| Committee member fees – Nominating & Corporate Governance | $10,000 |
| Committee member fees – Science & Technology | $10,000 |
2024 actual for Pyott:
| Component | 2024 Amount |
|---|---|
| Fees earned/paid in cash | $80,000 |
| Equity (option awards, grant-date fair value) | $398,790 |
| Total | $478,790 |
Note: Cash of $80,000 aligns with the $60,000 annual retainer plus $20,000 N&CG Chair fee schedule .
Performance Compensation
2024 annual option grant details (non-employee director program):
| Grant Date | Award Type | Shares Underlying Options | Grant-Date Fair Value | Exercise Price | Vesting |
|---|---|---|---|---|---|
| May 16, 2024 | Non-qualified stock options | 5,228 | $398,790 [per-director] | $151.22 | Annual director options generally vest on the one-year anniversary; minimum vesting provisions apply under the plan |
Additional equity/plan terms:
- Per-share grant-date fair value for 5/16/2024 options: $76.28 (ASC 718) .
- Plan prohibits option repricing or cash exchange without stockholder approval .
- Director options expire at the earlier of 10 years from grant or 3 months post-service; extended to 5 years post-service for directors with ≥5 years’ continuous service .
- Annual/initial director equity is capped at $1.0M/$1.5M in total annual value; practice remains below caps .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation committee interlocks (2024) | None reported; no member was an officer/employee; no interlocks with other companies’ executives |
| Related person transactions | None reportable since Jan 1, 2024 |
| Related party review process | Written policy with Audit Committee approval/ratification process and materiality safeguards |
Expertise & Qualifications
- 30+ years operational/commercial/senior management experience; led Allergan’s transformation into a global specialty pharma/medical device company .
- Significant public company governance experience across multiple large-cap boards; chairs Alnylam’s N&CG Committee .
- International leadership background via Novartis Executive Committee and global roles .
Equity Ownership
| Holder | Shares Owned | Shares Acquirable Within 60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| David E.I. Pyott | 28,036 | 50,270 | 78,306 | <1% |
Outstanding director equity positions (12/31/2024):
| Name | Unexercised Options for Board Service | Notes |
|---|---|---|
| David E.I. Pyott | 55,498 | Includes exercisable and unexercisable portions |
Ownership alignment policies:
- Director stock ownership guideline: 5× annual cash retainer = $300,000 minimum; five-year compliance window; currently all non-executive directors are in compliance .
- Anti-hedging and anti-pledging policy prohibits hedging and pledging of company stock by directors .
- Clawback policy (effective Dec 1, 2023) for incentive compensation tied to financial measures in the event of a restatement .
Governance Assessment
- Strengths: Independent director and committee chair; robust attendance expectations met (≥75% for each director in 2024), strong stockholder engagement processes, and rigorous related-party oversight; board/committee independence affirmed .
- Alignment: Meaningful option-based equity grants that vest over time, strong ownership guidelines (and compliance), and prohibitions on hedging/pledging support shareholder alignment; plan forbids repricing of options .
- Investor signals: Say-on-pay support was 95% in 2024, indicating broad investor approval of compensation governance and oversight .
- Potential risks/RED FLAGS:
- Multiple external public company boards (BioMarin, Pliant, Royal Philips) could raise time-commitment considerations; mitigated by N&CG remit to review external commitments and potential conflicts .
- Director equity in options (vs RSUs) can increase risk-taking incentives; mitigated by no-repricing policy, minimum vesting, and ownership guidelines .
- No red flags identified for related-party transactions or compensation committee interlocks in 2024 .
Overall: Pyott brings deep operator/governance expertise and chairs N&CG with a clear mandate over board composition, succession, and non-financial compliance oversight. Compensation structure and ownership policies indicate strong alignment; disclosure shows no conflicts or attendance concerns. Investor feedback (high say-on-pay support) reinforces confidence in current governance practices.