Elliott Sigal - Director | ALNYLAM PHARMACEUTICALS (ALNY) Executive Profile & Compensation

About Elliott Sigal

Elliott Sigal, M.D., Ph.D., is an independent director of Alnylam Pharmaceuticals (ALNY) serving since 2022; he is 73 years old and sits on the People, Culture & Compensation (PC&C) Committee and the Science & Technology Committee . Dr. Sigal is the former Chief Scientific Officer of Bristol-Myers Squibb (2004–2013) and previously served on BMS’s board (2011–2013); his background spans drug discovery, development, and senior leadership with experience bringing medicines to market across cardiometabolic, infectious, inflammatory, neuroscience, and oncology .

Past Roles

Organization	Role	Tenure	Committees/Impact
Bristol-Myers Squibb (BMS)	Chief Scientific Officer; Board Member	CSO: Oct 2004–Jun 2013; Board: Mar 2011–Jun 2013	Senior leadership; member of executive committee; led programs delivering multiple medicines
Mercator Genetics	VP of R&D; Chief Executive Officer	Not disclosed	Genomics firm leadership; R&D and CEO roles
New Enterprise Associates (NEA)	Senior Advisor (Healthcare Team)	2014–2023	Venture advisory role

External Roles

Organization	Role	Tenure/Status	Notes
Amgen, Inc.	Co-Chair, Scientific Advisory Board	Current	Scientific advisory oversight
Vir Biotechnology, Inc.	Director	Current	Public company directorship
Adaptimmune Therapeutics plc	Director	Former	Prior public company board service
Surface Oncology, Inc.	Director	Former	Prior public company board service

Board Governance

Independence: The board determined Dr. Sigal is independent under Nasdaq standards; all committees on which he serves are fully independent .
Committees: Member of PC&C Committee (met 4 times in 2024) and Science & Technology Committee (met 3 times in 2024) .
Attendance: 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 .
Board leadership: Independent chair (Amy W. Schulman); CEO and Chair roles separated to support independent oversight .
Executive sessions: Independent directors hold regular executive sessions; all board committees are 100% independent .
Oversight of conflicts/time commitments: Nominating & Corporate Governance Committee reviews external commitments and potential conflicts of interest and recommends committee memberships .
Compensation risk controls: PC&C Committee uses an independent consultant (Pay Governance) and found no compensation policies encouraging excessive/inappropriate risk-taking; maintains clawback, ownership guidelines, and no hedging/pledging policies .

Fixed Compensation

Component (2024)	Amount (USD)	Notes
Annual Retainer	$60,000	Standard cash retainer for non-employee directors
PC&C Committee Member Fee	$10,000	Member (not chair)
Science & Technology Committee Member Fee	$10,000	Member (not chair)
Total Cash Fees Paid (2024)	$80,000	Matches disclosed director compensation table

Performance Compensation

Equity Award Detail (2024)	Value/Amount	Vesting/Terms
Annual Stock Option Award (grant-date fair value)	$398,790	Vests on one-year anniversary of grant
Date of Grant	May 16, 2024
Shares Underlying Option Grant	5,228
Exercise Price	$151.22	Black-Scholes grant-date fair value $76.28 per option
Outstanding Options (Board-service) at 12/31/2024	13,138	Includes exercisable and unexercisable options

Equity compensation is delivered entirely via stock options for directors, with vesting based on continued service; no director PSUs/RSUs are disclosed for 2024 .

Other Directorships & Interlocks

Company	Role	Interlock/Conflict Notes
Vir Biotechnology, Inc.	Director	No PC&C interlocks or insider participation involving ALNY in 2024; PC&C members (including Sigal) were not current/former ALNY officers and had no related person transactions .
Amgen, Inc. (SAB)	Co-Chair, Scientific Advisory Board	External scientific advisory role; ALNY’s governance process reviews external commitments and potential conflicts .

Expertise & Qualifications

Senior biopharma R&D leadership and board experience (BMS CSO; BMS director), plus genomics CEO experience .
Therapeutic area breadth: cardiometabolic, infectious disease, inflammatory disease, neuroscience, oncology—aligned with ALNY’s portfolio evolution .
Committee fit: Contributes to Science & Technology oversight and PC&C deliberations as ALNY advances early-stage pipeline and late-stage commercialization .

Equity Ownership

Ownership Detail (as of 1/31/2025)	Shares/Amount	% Outstanding
Shares Owned	2,000	<1%*
Shares Acquirable within 60 Days (e.g., options)	6,425	<1%*
Total Beneficial Ownership	8,425	<1%*

*Less than 1% of outstanding common stock; 129,426,561 shares outstanding at 1/31/2025 .

Policy prohibits hedging, pledging, and margin accounts to support alignment with long-term shareholders .

Governance Assessment

Board effectiveness and independence: Strong—independent chair, majority independent board, independent committees, and regular executive sessions .
Engagement and attendance: Adequate—board met six times; each director met the ≥75% participation threshold; directors attend annual meetings, supporting accountability .
Compensation alignment for directors: Conservative cash fees; equity primarily via plain-vanilla options with one-year vesting; 2024 total for Sigal $478,790 (cash $80,000; options $398,790), consistent across peers on ALNY’s board .
Conflicts and interlocks: No PC&C interlocks or related-person transactions in 2024; external commitments are reviewed by governance committee; hedging/pledging prohibited—low conflict risk signal .
Shareholder signals: Strong support—2025 say-on-pay passed (111.7M for; 6.9M against; 29K abstain), and prior 2024 say-on-pay received ~95% support, indicating confidence in ALNY’s pay practices and governance .

RED FLAGS: None disclosed specific to Sigal (no related-party transactions, no compensation committee interlocks, and independence affirmed) . Watch item: multiple external roles (Vir Bio director; Amgen SAB co-chair), mitigated by committee oversight of external commitments/conflicts .