Dennis Ausiello
ALNYLAM PHARMACEUTICALSAbout Dennis A. Ausiello
Dennis A. Ausiello, M.D., is an independent director of Alnylam, serving since 2012; he is 79 years old and sits on the Nominating & Corporate Governance and Science & Technology committees . He is Director of CATCH at Harvard, Jackson Distinguished Professor of Clinical Medicine at Harvard Medical School, and Physician‑in‑Chief Emeritus at Massachusetts General Hospital; he previously served as Chief of Medicine at MGH (1996–Apr 2013), is a past President of the Association of American Physicians (2006), and a member of the National Academy of Medicine and the American Academy of Arts & Sciences . The board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| Massachusetts General Hospital | Chief of Medicine | 1996–Apr 2013 | Oversaw large research portfolio and education budget; brings leadership and finance perspective to board |
| Harvard Medical School | Jackson Distinguished Professor of Clinical Medicine | — | Academic and clinical leadership |
| Association of American Physicians | President | 2006 | National professional leadership |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| CATCH (Center for Assessment Technology and Continuous Health) | Director | Academic/Research | Harvard-affiliated center leadership |
| Seres Therapeutics, Inc. | Director | Public company | Current directorship |
| Rani Therapeutics Holdings, Inc. | Director | Public company | Current directorship |
| Spexis AG | Director | Public company (Switzerland) | Current directorship |
| Harvard Medical School | Professor | Academic | Ongoing academic role |
Board Governance
- Committee assignments: Nominating & Corporate Governance (member; chair: David E.I. Pyott) and Science & Technology (member; chair: Phillip A. Sharp until retirement effective May 8, 2025) .
- Independence: Board determined Dr. Ausiello is independent under Nasdaq Rule 5605(a)(2) .
- Attendance and 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: Nominating & Corporate Governance met three times (disclosed as 2025), Science & Technology met three times in 2024 .
- Term/classification: Class II director; term expires in 2027 .
- Independent oversight practices: All committees 100% independent; independent directors hold regular executive sessions .
Fixed Compensation (Non‑Employee Director – 2024)
| Component | 2024 Amount (USD) | Source |
|---|---|---|
| Annual cash retainer | $60,000 | |
| Committee member fee – Nominating & Corporate Governance | $10,000 | |
| Committee member fee – Science & Technology | $10,000 | |
| Meeting fees | $0 (no per‑meeting fees disclosed) | |
| Total cash paid (Ausiello) | $80,000 |
Notes: Committee chair fees not applicable (Ausiello not a chair) .
Performance Compensation (Equity – 2024)
| Grant Type | Grant Date | Shares/Options Granted | Exercise Price | Grant‑Date Fair Value | Vesting | Source |
|---|---|---|---|---|---|---|
| Non‑qualified stock options (annual grant) | 05/16/2024 | 5,228 | $151.22 | $398,790 | Annual option vests on one‑year anniversary; initial director option awards (when applicable) vest ratably over 3 years | (grant, amount, fair value, price); (vesting policy) |
Program design: Standard annual non‑employee director equity is $400,000 grant‑date fair value in options; initial option award is $600,000 (if newly elected) .
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Conflicts Disclosed |
|---|---|---|
| Seres Therapeutics, Inc. | Director | None disclosed by Alnylam; board reviews external commitments for potential conflicts |
| Rani Therapeutics Holdings, Inc. | Director | None disclosed by Alnylam |
| Spexis AG | Director | None disclosed by Alnylam |
Related‑party transactions: None reportable under Item 404(a) since Jan 1, 2024; formal related‑person transaction policy in place .
Expertise & Qualifications
- Practicing physician and scientist; nationally recognized leader in academic medicine; brings insights into clinical trials, early and late‑stage development, and commercialization .
- Oversight of significant research portfolio and budgets at MGH (~20 years), adding drug discovery/development and financial oversight expertise .
- Memberships: National Academy of Medicine; American Academy of Arts & Sciences .
Equity Ownership
| Holder | Shares Owned | Shares Acquirable Within 60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Dennis A. Ausiello, M.D. | 3,636 | 26,220 | 29,856 | <1% |
| Sources: Beneficial ownership table as of Jan 31, 2025; percentage based on 129,426,561 shares outstanding . Footnote notes include shares held in a trust where spouse is trustee . | ||||
| Outstanding director option awards at 12/31/2024 (board service): 31,448 options (exercisable and unexercisable combined) . |
Ownership alignment policies:
- Stock ownership guidelines: Non‑executive directors must hold shares equal to 5x annual cash retainer ($300,000); forms of equity counted include unvested RSUs/DSUs and vested in‑the‑money options; all non‑executive directors currently in compliance .
- Anti‑hedging/anti‑pledging policy: Prohibits hedging, short sales, margin accounts and pledging; no waivers permitted .
- Clawback policy adopted Dec 1, 2023 for incentive compensation .
- Section 16 filings: Company believes all insiders complied on a timely basis for FY2024 .
Governance Assessment
- Strengths: Independent director since 2012 with deep clinical/academic expertise; active on Nominating & Corporate Governance (board composition, succession, cyber/compliance oversight) and Science & Technology (R&D oversight) committees, both fully independent . Attendance thresholds met at the board level; all directors attended the 2024 annual meeting, supporting engagement expectations . Pay mix reflects alignment—modest cash retainer plus committee fees and time‑based options (no meeting fees), consistent with peer‑aligned program reviewed by independent consultant; no changes after 2024 review . Ownership and conduct safeguards (5x retainer ownership guideline, anti‑hedge/pledge, clawback) are robust; all non‑executive directors are in compliance . No related‑party transactions and no Section 16 delinquencies reported—reduces conflict risk .
- Watch items: Science & Technology Committee leadership transition as Dr. Sharp retires effective May 8, 2025; committee reconstitution merits monitoring for continuity of scientific oversight . Board guideline states ability to serve at least five years before age 75 for director candidates; Dr. Ausiello’s service beyond that threshold reflects board discretion and continuity needs, but succession planning should remain a focus of Nominating & Corporate Governance .
- Investor sentiment signal: 2024 say‑on‑pay received 95% support, indicating broad investor confidence in compensation governance (contextual to exec pay, but supportive of overall governance environment) .
Insider Trading and Section 16 Compliance
| Item | Status | Period |
|---|---|---|
| Delinquent Section 16 filings (directors/officers) | None noted by company | FY2024 |
Appendix: Director Compensation Schedule (for context, 2024)
| Compensation Type | Amount |
|---|---|
| Annual Retainer | $60,000 |
| Committee Member Fees – Audit | $12,500 |
| Committee Member Fees – PC&C | $10,000 |
| Committee Member Fees – N&CG | $10,000 |
| Committee Member Fees – Science & Technology | $10,000 |
| Committee Chair Fees – Audit | $25,000 |
| Committee Chair Fees – PC&C | $20,000 |
| Committee Chair Fees – N&CG | $20,000 |
| Committee Chair Fees – Science & Technology | $20,000 |
| Independent Board Chair Fee | $65,000 |
| Lead Independent Director Fee | $40,000 |
| Annual Stock Option Award (grant‑date value) | $400,000 |
| Initial Stock Option Award (grant‑date value) | $600,000 |
| Source: 2025 Proxy Statement director compensation program . |