Jeffrey Poulton
ALNYLAM PHARMACEUTICALSAbout 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 .