Margaret Hamburg
ALNYLAM PHARMACEUTICALSAbout Margaret A. Hamburg, M.D.
Independent director at Alnylam Pharmaceuticals since 2019; age 69; serves on the Nominating & Corporate Governance Committee. Former U.S. FDA Commissioner (2009–2015) with deep regulatory, public health, and biodefense expertise; extensive leadership across national science and policy bodies and non-profits . ALNY’s board classifies her as independent under Nasdaq rules, with all committees comprised entirely of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Food and Drug Administration | Commissioner | May 2009–Apr 2015 | Led U.S. drug/device oversight; core regulatory leadership |
| National Academy of Medicine | Foreign Secretary | Apr 2015–Jul 2020 | International science policy and academy governance |
| American Association for the Advancement of Science (AAAS) | President/Chair of the Board | Completed service Feb 2020 | Science leadership and outreach |
| Nuclear Threat Initiative | Interim VP, Global Biological Policy & Programs; earlier VP Biological Programs, Senior Scientist | Various: Jan 2001–May 2009; recent interim role | Global biosecurity and biodefense policy |
| U.S. Dept. of Health & Human Services | Assistant Secretary for Planning & Evaluation | Nov 1997–Jan 2001 | Health policy planning and evaluation |
| New York City | Health Commissioner | Prior to 1997 | Municipal public health leadership |
External Roles
| Organization | Role | Current/Past | Notes |
|---|---|---|---|
| InterAcademy Partnership | Co‑President (volunteer) | Current | Global network of science academies |
| Bipartisan Commission on Biodefense | Commissioner | Current | National biodefense policy |
| Harvard Medical School Board of Fellows | Member | Current | Academic advisory |
| The Commonwealth Fund | Chair of the Board | Current | Health policy philanthropy |
| Ending Pandemics | Chair of the Board | Current | Global health preparedness |
| Center on Regulatory Excellence, Duke‑NUS | Advisory Board Chair | Current | Regulatory capacity-building (Singapore) |
| President’s Intelligence Advisory Board | Vice Chair | Recently stepped down | National security advisory |
| Foreign Affairs Policy Board (U.S. State Dept.) | Member | Recently stepped down | Foreign policy advisory |
| Non‑profit boards and advisory committees | Various | Current | Multiple science/public health bodies |
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee member; committee chaired by David E.I. Pyott .
- Independence: Independent director; ALNY states 83% of directors are independent; all board committees are 100% independent .
- Attendance: Board met 6 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; independent directors hold regular executive sessions .
- Classified board: ALNY retains a classified board; nominating committee reviewed costs/benefits in 2024 and affirmed alignment with long‑term strategy (investors may view classified boards as a governance consideration) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $60,000 | Standard director cash retainer |
| Committee membership fee – Nominating & Corporate Governance | $10,000 | Per committee membership |
| Committee chair fee – Nominating & Corporate Governance | $20,000 | Not applicable to Hamburg (not chair) |
| 2024 Cash fees received (Hamburg) | $70,000 | Total cash paid in 2024 |
| Director compensation structure change in 2024 | None | PC&C reviewed; remained competitive |
Performance Compensation
| Equity Award Detail | Hamburg (2024) | Vesting/Terms |
|---|---|---|
| Annual stock option grant – grant date | May 16, 2024 | Annual director option vests on the one‑year anniversary |
| Shares underlying option grant (#) | 5,228 | |
| Grant‑date fair value ($) | $398,790 | ASC 718; Black‑Scholes factor applied |
| Exercise price ($/share) | $151.22 | Nasdaq closing price on grant date |
| Equity program design (directors) | Initial option grant $600,000 FV; annual option $400,000 FV | Initial options vest ratably over 3 years; annual options vest at one year |
Outstanding and Vested Equity
| Metric | Amount |
|---|---|
| Options outstanding for board service (#) at 12/31/2024 | 49,448 |
| Shares acquirable within 60 days (#) | 44,220 |
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Hamburg in ALNY’s director biography (section lists directorships held currently or past five years; Hamburg’s entry lists non‑profits and advisory roles) .
- PC&C interlocks: None in 2024; no executive served on another entity’s committee where ALNY executives intersected; no related person transactions involving PC&C members .
- Committee independence: Audit, PC&C, and Nominating & Corporate Governance committees fully independent .
Expertise & Qualifications
- Regulatory/public health: Former FDA Commissioner; NIH and Rockefeller research experience; extensive policy roles across administrations .
- Governance and oversight: Active leadership in national and international science bodies; brings regulatory and operational perspective to board deliberations .
- Committee focus: Nominating & Corporate Governance oversight includes cybersecurity, compliance, succession, and board composition .
Equity Ownership
| Ownership Metric | Value | % Outstanding |
|---|---|---|
| Shares owned directly (#) | 136 | <1% (*) |
| Shares acquirable within 60 days (#) | 44,220 | <1% (*) |
| Total beneficial ownership (#) | 44,356 | <1% (*) |
| Shares outstanding (#) reference | 129,426,561 |
Alignment Policies
- Stock ownership guidelines for directors: Established and overseen by PC&C; strong guidelines noted among governance strengths .
- Hedging/pledging: Prohibited under insider trading policy; no margin accounts, pledging, or hedging permitted .
- Related‑party transactions: None reportable since Jan 1, 2024; robust review/approval policy via Audit Committee .
Governance Assessment
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Strengths
- Independent director with rare regulatory expertise; sits on Nominating & Corporate Governance Committee focused on board composition, cybersecurity, and compliance .
- Solid engagement and attendance culture: all directors at least 75% attendance; full attendance at 2024 annual meeting .
- Alignment and risk controls: director equity as options (value only if stock appreciates), stock ownership guidelines, clawback for executives, and strict no‑hedging/pledging policy .
- No related‑party transactions or PC&C interlocks reported; committee independence throughout .
-
Considerations/Red Flags to monitor
- Classified board structure persists; while ALNY cites long‑term strategy benefits, some investors prefer annual elections (monitor shareholder sentiment) .
- Director equity is option‑heavy; absence of RSUs for directors implies pure price‑appreciation linkage—ensure grant sizing remains conservative and within plan limits ($1.0M annual cap) .
-
Shareholder feedback context
- Strong say‑on‑pay support (95% in 2024) indicates positive sentiment toward compensation governance; ongoing engagement continues .
Overall, Hamburg’s profile strengthens board oversight on regulatory strategy, compliance, and governance. No conflicts are disclosed; compensation and ownership practices align with investor expectations for independence and risk mitigation .