Jeffrey Poulton

About Jeffrey Poulton

Jeffrey V. Poulton is Executive Vice President and Chief Financial Officer of Alnylam, a role he has held since August 2019; he is 57 years old as of March 1, 2025 . Prior roles include CFO of Indigo Agriculture (2018–2019) and multiple senior roles at Shire Plc including CFO (2015–2017) and leadership of its rare disease commercial businesses; earlier in his career he held financial leadership positions at Cinergy and PPG and served as a U.S. Navy Commissioned Officer . Under his tenure, Alnylam’s three-year TSR for 2022–2024 was 38.76% and five-year TSR for 2020–2024 was 104.32%, with 2024 one-year TSR of 22.94% . Revenues grew from $1.04B in 2022 to $2.25B in 2024 while EBITDA loss narrowed from -$741M to -$120M over the same period (see Company Performance) (*Values retrieved from S&P Global).

Past Roles

Organization	Role	Years	Strategic Impact
Alnylam Pharmaceuticals	EVP & CFO	Aug 2019–present	Leads finance through commercial scaling and pipeline advancement; NEO in compensation program design .
Indigo Agriculture	Chief Financial Officer	Jan 2018–Apr 2019	Supported initial commercial scale-up incl. international expansion .
Shire Plc	CFO; Exec Committee & Board Member; led rare disease commercial units	2015–2017 (CFO); 2003–2014 (prior roles)	Drove finance and global rare disease strategy across U.S., LATAM, APAC .
Cinergy Corp; PPG Industries	Financial leadership roles	Prior to 2003	Led corporate finance/business development initiatives .
U.S. Navy	Commissioned Officer	—	Leadership credentials and discipline .

External Roles

Organization	Role	Years	Notes
CervoMed Inc.	Director	Current	Public-company board experience in biotech .
Homology Medicines, Inc.	Director	Prior	Former public-company director role .

Fixed Compensation

Metric	2023	2024
Base Salary ($)	$660,000	$693,000
Target Bonus (% of Salary)	55%	55%
Corporate Performance Modifier (%)	105%	190%
Actual AIP Payout ($)	$381,150	$724,190

Notes:

2024 AIP maximum was increased to 200% to align with peers .
No guaranteed annual bonus or salary increases for executives .

Performance Compensation

Plan design: 50% PSUs, 25% RSUs, 25% options; options vest 25% at 1-year then 6.25% quarterly through year 4; RSUs vest in equal tranches over three years; PSUs vest on achievement of defined clinical/regulatory/financial milestones (no earlier than 1 year); 2024 PSUs must be achieved within five years (prior awards up to ten years) .

Equity Awards (Grant-Date Values)	2023	2024
PSUs ($)	$2,175,000	$2,362,500
RSUs ($)	$1,087,500	$1,181,250
Options ($)	$1,087,500	$1,181,250
Total ($)	$4,350,000	$4,725,000

Annual Incentive (AIP) Goals and Outcome

2024 categories: Culture; Early Pipeline & Development; Marketed Products & Financial Performance; outcome 190% based on above-target achievements (e.g., HELIOS-B Phase 3 results, KARDIA-2 data, net revenue, expense control) .
2023 categories: Culture; Pipeline & Development; Commercial Objectives; outcome 105% (with 5% overlay for Roche collaboration and DOJ closure) .

PSU Goal Framework and Status (Selected)

Grant Date	Goal	Weight	Status / Milestone
Feb 24, 2021	Positive Phase 3 clinical outcomes in ATTR cardiomyopathy	25%	Achieved Aug 2022 .
Feb 24, 2021	$2.5B cumulative net product revenues by 12/31/2024	25%	Achieved Aug 2023 .
Feb 24, 2021	Non-GAAP operating income profitability for a 12-month calendar year by 12/31/2025	25%	Achieved Feb 2025 .
Feb 24, 2021	Initiate first Phase 3 in a prevalent disease	25%	Not yet achieved (as of proxy date) .
Feb 27, 2023	FDA acceptance of NDA for ATTR cardiomyopathy after positive Phase 3	30%	Achieved Nov 2024 .
Feb 27, 2023	Human PoC for extrahepatic, non-CNS target	30%	Not yet achieved .
Feb 27, 2023	Non-GAAP operating income in FY 2025	40%	Not yet achieved .
Mar 1, 2024	Initiate Phase 3 in a prevalent indication	30%	Not yet achieved .
Mar 1, 2024	Start Phase 3 for ALN‑TTRsc04 in ATTR cardiomyopathy	30%	Not yet achieved .
Mar 1, 2024	First $2.5B annual GAAP net product revenue	40%	Not yet achieved .

Governance levers:

Clawback policy covers both cash and equity incentives .
No hedging or pledging permitted; no excise tax gross-ups; limited perquisites .
Stock ownership guidelines in place; 2023 revision excluded unvested PSUs from guideline compliance counts .

Equity Ownership & Alignment

As of	Direct Shares Owned	Shares Acquirable Within 60 Days	Total Beneficial Ownership	% Outstanding
Jan 31, 2025	30,701	203,866	234,567	<1%

Footnote: 57 shares reflect prior 401(k) matching shares contributed by Alnylam (pre-2020 practice) .
Company prohibits hedging and pledging of company stock .

Insider activity and vesting signals:

2024 sales included 1,605 shares (Jun 25, 2024) and 1,682 shares (Nov 26, 2024) at ~$231–$251 per share .
Early 2025 featured small periodic sales (e.g., Feb 14, 2025 and Feb 28, 2025) and option exercises .
On Oct 1, 2025, two PSU tranches vested (from 2021 and 2024 grants) tied to initiation of a Phase 3 study in a prevalent indication; a mandatory sell-to-cover of 3,821 shares occurred on Oct 2, 2025 to satisfy withholding; beneficial ownership post-events was 54,052 shares (direct) plus 57 indirect .

Employment Terms

Change-in-control (CIC) economics (double trigger):

For NEOs (ex‑CEO): upon termination without cause or for good reason within 12 months post‑CIC, lump-sum cash equal to 1.5× (base salary + target bonus), 18 months COBRA-equivalent cash, and full acceleration of unvested equity; CEO has 2.0× and 24 months COBRA and an 18‑month CIC protection period .
Payments are reduced only if doing so increases after-tax benefits (280G cutback) .

Potential CFO payouts upon CIC termination (illustrative tables from proxies):

Item	Dec 31, 2023 CFO Amount ($)
Cash Severance (1.5× base+target bonus)	1,534,500
COBRA Equivalent	42,640
Accelerated Options	872,980
Accelerated RSUs/PSUs	5,731,581
Total	8,181,701

Item	Dec 31, 2024 CFO Amount ($)
Cash Severance (1.5× base+target bonus)	1,611,230
COBRA Equivalent	45,290
Accelerated Options	2,179,054
Accelerated RSUs/PSUs	9,710,773
Total	13,546,347

Additional governance:

Clawback applies to cash and equity; no hedging/pledging; strong stock ownership guidelines .

Company Performance (context for pay-for-performance)

Metric	FY 2022	FY 2023	FY 2024
Revenues ($)	1,037,418,000*	1,828,292,000*	2,248,243,000*
EBITDA ($)	-740,604,000*	-228,121,000*	-120,215,000*

*Values retrieved from S&P Global.

Complementary TSR data:

3-year TSR (2022–2024): 38.76%; 5-year TSR (2020–2024): 104.32%; 1-year TSR (2024): 22.94% .

Compensation Structure Analysis

High at-risk mix with 50% PSU weight and no single-trigger acceleration enhances alignment; clawback and anti-hedging/pledging further tighten governance .
AIP maximum raised to 200% in 2024 to better benchmark peers after sustained growth/risk scaling; payout at 190% reflects above-target execution on clinical and commercial milestones .
Ownership guidelines were tightened in 2023 by excluding unvested PSUs from compliance, reducing “paper” coverage and strengthening real alignment .

Say‑on‑Pay & Peer Group

Say‑on‑pay support: 95% approval at the 2024 annual meeting, indicating strong investor endorsement .
2024 peer group included BeiGene, Biogen, BioMarin, Exact Sciences, Exelixis, Incyte, Jazz, Moderna, Neurocrine, Sarepta, United Therapeutics, Vertex; for 2025, Regeneron and Gilead were added and Exelixis/Jazz removed to reflect maturation .

Risk Indicators & Red Flags

No hedging/pledging allowed; no excise tax gross‑ups; robust clawback policy .
Insider sales pattern shows modest periodic dispositions and sell‑to‑cover mechanics on PSU vesting; no evidence in filings of margin usage or pledging (prohibited) .

Investment Implications

Strong pay-for-performance architecture (heavy PSUs, clawback, revised ownership guidelines) aligns the CFO’s incentives with long-term value creation and reduces governance risk .
Double‑trigger CIC and lack of hedging/pledging mitigate windfall and alignment risks; however, large unvested equity and PSU milestones can create periodic sell‑to‑cover supply around vesting events (e.g., milestone-triggered PSU conversions) .
Operationally, revenue growth and improving EBITDA trajectory, coupled with robust 3- and 5-year TSRs, support the design of above-target payouts in 2024; continued execution against PSU financial and clinical goals (e.g., Phase 3 initiations, profitability) will be key to future equity realizations and signal management confidence .