Michael Bonney
ALNYLAM PHARMACEUTICALSAbout Michael W. Bonney
Independent director-turned board leader with three decades in biopharma commercialization. Age 66; Alnylam director since 2014; served as Chair of the Board (Dec 2015–Aug 2021) and Executive Chair (Aug 2021–Jan 2023). Currently a Class I, non‑independent director (term expiring 2026) given his prior executive role at Alnylam; deep operating and governance experience from Cubist Pharmaceuticals and multiple public boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alnylam Pharmaceuticals | Chair of the Board | Dec 2015–Aug 2021 | Led board oversight during scaling; governance and strategy stewardship |
| Alnylam Pharmaceuticals | Executive Chair | Aug 2021–Jan 2023 | Transitional leadership; close engagement with management |
| Cubist Pharmaceuticals (now Merck subsidiary) | CEO; Director | Jun 2003–Dec 2014 | Drove commercial expansion; ethics/compliance fluency |
| Cubist Pharmaceuticals | President & COO | Jan 2002–Jun 2003 | Operational leadership prior to CEO role |
| Kaleido Biosciences | Chair; Executive Chair | Jun 2017–Aug 2021; Aug 2018–Oct 2020 | Oversight of early-stage biotech; commercial scale-up |
| Kaleido Biosciences | CEO | Jun 2017–Aug 2018 | Built initial leadership team and strategy |
| Third Rock Ventures | Partner | Jan–Jul 2016 | Venture perspective on biotech formation |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Autolus Therapeutics plc | Chair of the Board | Current | Biopharma; potential network overlap monitored via ALNY related‑party policy |
| Magenta Therapeutics, Inc. | Chair of the Board | Prior | Public biotech; prior leadership role |
| Bristol‑Myers Squibb Company | Director | Prior | Large-cap biopharma governance experience |
| Syros Pharmaceuticals, Inc. | Director | Prior | Public biotech board service |
| Sarepta Therapeutics, Inc. | Director | Prior | Rare disease biotech oversight |
Board Governance
- Independence: Non‑independent (prior executive chair); board otherwise majority independent with all committees fully independent as of March 1, 2025 .
- Committee assignments: Not listed on Audit, People, Culture & Compensation (PC&C), Nominating & Corporate Governance, or Science & Technology committees .
- Attendance: Board met 6 times in 2024; each director attended at least 75% of board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: Roles of CEO and Chair separated; Chair is independent (Amy Schulman) .
- Executive sessions: Independent directors hold regular executive sessions .
- Classified board: Board affirms three‑year staggered terms to align with long R&D cycles; committee reviewed stockholder feedback in 2024 .
Fixed Compensation
| Component (2024) | Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Bonney received $60,000 in cash |
| Committee chair fees | $20,000–$25,000 | Audit $25k; PC&C/N&CG/S&T $20k; Bonney not a chair |
| Committee member fees | $10,000–$12,500 | Audit $12.5k; PC&C/N&CG/S&T $10k; Bonney not a member |
| Independent Board Chair fee | $65,000 | Not applicable to Bonney |
| Meeting fees | Not disclosed | No separate meeting fees listed |
| Director Compensation – Michael W. Bonney (2024) | Amount ($) |
|---|---|
| Fees earned or paid in cash | $60,000 |
| Option awards (grant‑date fair value) | $398,790 |
| Total | $458,790 |
Performance Compensation
| Equity Grant Detail (2024 Annual Director Option) | Value |
|---|---|
| Date of grant | May 16, 2024 |
| Options granted (#) | 5,228 |
| Grant‑date fair value | $398,790 |
| Exercise price | $151.22 |
| Valuation factor | $76.28 fair value per option (ASC 718) |
| Vesting | Annual stock option award vests on 1‑year anniversary; initial award vests ratably over 3 years |
No performance‑based director awards disclosed (no PSUs/RSUs for directors); annual director equity is time‑based options under the 2018 Plan with aggregate director compensation limits ($1.0M annual) well below plan caps .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| PC&C committee interlocks | None in 2024; members were independent and had no interlocks; no insider participation |
| Related‑party transactions | Board policy requires audit committee review/approval; no related‑party transactions involving Bonney disclosed in proxy |
Expertise & Qualifications
- 30+ years biopharma operating experience; former CEO and COO of Cubist; commercial strategy and governance expertise supporting ethics/compliance and portfolio expansion .
- Understanding of board–management interplay; seasoned in corporate governance best practices and compliance matters .
Equity Ownership
| Measure (as of Jan 31, 2025 unless noted) | Amount |
|---|---|
| Shares owned | 20,029 (held in a trust where Bonney is trustee with sole voting/investment power) |
| Shares acquirable within 60 days | 63,817 (options/RSUs/PSUs, if any, within 60 days) |
| Total beneficial ownership | 83,846 (<1% of outstanding) |
| Options outstanding (Dec 31, 2024) | 69,045 (board service options, exercisable and unexercisable combined) |
| Director ownership guideline | 5× annual cash retainer ($300,000) |
| Compliance with guideline | All non‑executive directors currently in compliance |
| Hedging/pledging | Prohibited under insider trading policy (no waivers) |
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) filings | Company believes all directors, executives, and 10% holders complied timely with Section 16(a) in FY2024 (no delinquent reports) |
| Recent Form 4 summaries | Not included in proxy; beneficial ownership and outstanding option positions disclosed above |
Governance Assessment
-
Strengths
- Long-tenured operator with commercialization expertise; prior board chair/executive chair experience aids strategic oversight .
- Not on key committees, which are fully independent; mitigates potential influence over audit/compensation processes .
- Ownership alignment through director stock ownership guidelines; policy prohibits hedging and pledging; compliance affirmed .
- Attendance threshold met; participation in annual meeting; independent directors hold executive sessions .
-
Watch‑items / potential conflicts
- Non‑independent classification due to prior Alnylam executive role; investors should monitor objectivity in sensitive matters (e.g., CEO evaluation), though committee independence reduces risk .
- External chair role at Autolus Therapeutics may create informational interlocks; no related‑party transactions disclosed, with policy placing review under audit committee .
- Director compensation is predominantly option‑based; while time‑based vesting aligns with service, absence of performance conditions for directors may be viewed as lower pay‑for‑performance linkage (common across peers) .
Say‑on‑pay context (executives): 95% support in 2024 suggests broad shareholder confidence in compensation governance framework; clawback policy and anti‑hedging/pledging reinforce alignment, though primarily applicable to executives .