Kevin Fitzgerald

About Kevin Fitzgerald

Kevin J. Fitzgerald, Ph.D., is Executive Vice President, Chief Scientific Officer and Head of Early Research & Early Development at Alnylam (since August 2023); he joined Alnylam in 2005 and has led RNAi delivery efforts, is an inventor on 50+ patents, and has authored 50+ papers . He is 57 years old and also serves as a director of Ovid Therapeutics Inc. . Company performance context during 2024: global net product revenues grew 33% year-over-year and Alnylam’s 3-year TSR (2022–2024) was 38.76%, 5-year TSR (2020–2024) 104.32%, and 1-year TSR for 2024 was 22.94% .

Past Roles

Organization	Role	Years	Strategic impact
Alnylam Pharmaceuticals	EVP, Chief Scientific Officer & Head of Early Research & Early Development	Since Aug 2023	Leads early research and development; extensive RNAi leadership; inventor on 50+ patents and author of 50+ papers
Alnylam Pharmaceuticals	Chief Scientific Officer	Since May 2019	Led RNAi delivery efforts and development of marketed/pipeline programs
Alnylam Pharmaceuticals	Joined Alnylam	2005–present	Foundational R&D leadership across delivery and programs
Bristol-Myers Squibb	Research roles	7 years (pre-2005)	Big pharma translational research and drug discovery experience

External Roles

Organization	Role	Years	Strategic impact
Ovid Therapeutics Inc.	Director	Current	Public company board experience; industry governance

Fixed Compensation

Item	2023	2024	Notes
Base salary rate ($)	$570,000	$590,000	3.5% increase effective Mar 1, 2024
Salary actually paid ($)	$539,600	$586,600	As reported in SCT (proration/timing)
Target annual bonus (% of base)	55%	55%	AIP target for 2024
2024 AIP actual payout ($)	—	$616,550	Corporate performance modifier 190%

Performance Compensation

Annual incentive plan (AIP) 2024: Board approved goals in three categories; Company achieved 190% of corporate goals, emphasizing positive HELIOS-B Phase 3 results, strong net product revenue and expense performance, and culture/ERM progress .
LTI mix (NEOs): 50% PSUs, 25% RSUs, 25% stock options; heavy emphasis on performance-based equity; no single-trigger equity acceleration; clawback and anti-hedging/pledging policies apply .

2024 long-term equity award grants (Kevin):

Grant type	Grant date	Quantity/Value	Price/Terms	Vesting/Performance
Stock Options	3/1/2024	9,279 options	$152.61 exercise; 10-year term	25% at 1-year, then 6.25% quarterly to 4 years
RSUs	3/1/2024	4,751 units	Grant-date fair value in SCT equity line	Vest in 3 equal annual installments
PSUs	3/1/2024	9,502 units	Grant-date fair value $0 (accounting “not probable” at grant)	Three goals: (i) initiate Phase 3 in prevalent indication (30%); (ii) start Phase 3 ALN‑TTRsc04 in ATTR-CM (30%); (iii) achieve first $2.5B annual net product revenue (40%); 1-year minimum vesting

Key PSU performance constructs (outstanding multi-year awards):

PSU grant	Metric (weight)	Status
2021 PSU	Phase 3 positive outcomes in ATTR-CM (25%); first $2.5B cumulative net product revenues by 12/31/24 (25%); non-GAAP operating income profitability in a calendar year by 12/31/25 (25%); initiate first Phase 3 for an Alnylam proprietary RNAi in a prevalent disease (25%)	Two milestones achieved (Aug 2022 clinical; Aug 2023 financial); others outstanding
2023 PSU	FDA acceptance of NDA for ATTR-CM therapy post positive Phase 3 outcomes (30%); human PoC for extrahepatic non‑CNS target (30%); achieve non‑GAAP operating income in fiscal 2025 (40%)	NDA acceptance achieved Nov 2024; others outstanding
2024 PSU	Initiate Phase 3 in a prevalent indication (30%); start Phase 3 ALN‑TTRsc04 in ATTR-CM (30%); first $2.5B annual net product revenue (40%)	Not yet achieved (as of proxy)

Equity Ownership & Alignment

Beneficial ownership and exercisable within 60 days: | Holder | Shares owned (#) | Shares acquirable within 60 days (#) | Total beneficial (#) | % Outstanding | |---|---:|---:|---:|---:| | Kevin J. Fitzgerald, Ph.D. | 13,418 | 78,599 | 92,017 | <1% |
Outstanding unvested awards (12/31/2024): | Instrument | Unvested/Unearned (#) | Market/Payout value ($) | Vesting/Terms | |---|---:|---:|---| | RSUs (granted 2/27/2023) | 3,333 | $784,288 | Vest in 3 equal annual tranches from grant date | | RSUs (granted 3/1/2024) | 4,751 | $1,117,958 | Vest in 3 equal annual tranches from grant date | | PSUs (granted 2/24/2021) | 4,205 | $989,479 | Four milestone tranches; two achieved; remainder outstanding | | PSUs (granted 2/27/2023) | 7,000 | $1,647,170 | Event-based; 1-year minimum | | PSUs (granted 3/1/2024) | 9,502 | $2,235,916 | Event-based; 1-year minimum | | 2024 Options | 9,279 unexercisable | — | $152.61 strike; exp. 2/28/2034; 4-year vest |
Stock ownership guidelines and policy safeguards:
- Executives (other than CEO) must hold shares = 3x base salary; all NEOs are in compliance .
- Insider-trading policy prohibits hedging, short sales, margin accounts, and pledging; no waivers permitted .
- Clawback policy effective Dec 1, 2023, compliant with SEC/Nasdaq rules .
2024 realized liquidity events (signals for potential selling pressure):
- Options exercised: 20,725 shares; value realized $3,769,372 .
- Stock awards vested: 9,663 shares; value realized $1,943,077 .

Employment Terms

Change-in-control (CIC) protections (double-trigger): If terminated without Cause or resigns for Good Reason within 12 months post‑CIC, lump sum cash equals 1.5x (base salary + target bonus) plus 18 months of COBRA-equivalent cash payments; all unvested equity accelerates; 280G cutback applies if beneficial .
Outside CIC: No severance agreements for NEOs beyond CIC arrangements .
Non-compete/Non-solicit: Executives have nondisclosure, non-competition and IP assignment agreements; covenant not to compete for at least 12 months after termination .

Performance & Track Record

2024 achievements relevant to R&D leadership:
- Positive HELIOS‑B Phase 3 results for vutrisiran in ATTR cardiomyopathy; sNDA filed with FDA using priority review voucher and parallel global filings .
- Orphan drug designation for nucresiran; positive interim Phase 1 data in ATTR amyloidosis; initial multiple‑dose Phase 1 results for mivelsiran (Alzheimer’s) .
- Initiated Phase 1 trials for ALN‑HTT02 (Huntington’s), ALN‑6400 (bleeding disorder) and Phase 2 for ALN‑4324 (type 2 diabetes) .
Financial and shareholder outcomes:
- Global net product revenues up 33% YoY for 2024 .
- TSR: 3-year 38.76%, 5-year 104.32%, 1-year 22.94% (2024) .
2024 AIP performance: Company achieved 190% of goals with above-target performance on culture/ERM, early pipeline milestones, and commercial/financial objectives .

Compensation Committee & Say-on-Pay

People, Culture & Compensation Committee: Colleen F. Reitan (Chair), Olivier Brandicourt, M.D., Elliott Sigal, M.D., Ph.D.; met four times in 2024 .
Independent advisor: Pay Governance; compensation risk review found no excessive risk-taking incentives .
Say-on-pay support: 95% approval at 2024 annual meeting .

Investment Implications

Pay-for-performance alignment is robust: 50% of annual equity awards are PSUs tied to clinical/regulatory/financial milestones; no single-trigger equity acceleration; strong clawback and no hedging/pledging—supporting long-term alignment and governance quality .
Retention risk appears moderated: Double-trigger CIC with 1.5x cash multiple and full equity acceleration balances executive retention with shareholder protections; no severance absent CIC reduces ongoing cost .
Execution upside vs. hurdle risk: PSU metrics require high-impact milestones (Phase 3 starts in prevalent indications, ALN‑TTRsc04 Phase 3, first $2.5B annual net product revenue), creating leverage to value creation but also non-trivial execution risk if timelines slip .
Potential trading/overhang dynamics: 2024 included material option exercises and ongoing scheduled RSU/PSU vesting; while anti‑pledge/hedge policies reduce risk, periodic liquidity events could create incremental selling pressure around vest dates .