Olivier Brandicourt
ALNYLAM PHARMACEUTICALSAbout Olivier Brandicourt
Olivier Brandicourt, M.D., is an independent director of Alnylam Pharmaceuticals (ALNY), serving since 2020 and currently age 69. He sits on the Audit Committee and the People, Culture & Compensation (PC&C) Committee; the board has determined he is independent under Nasdaq and SEC rules. His background includes CEO roles at Sanofi and Bayer HealthCare and senior leadership at Pfizer, with extensive global commercial experience; he has served as a Senior Advisor at Blackstone since December 2019.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sanofi | Chief Executive Officer and Director | Apr 2015 – Aug 2019 | Led a global biopharma, bringing senior operational and commercial leadership to ALNY’s board |
| Bayer HealthCare AG | Chief Executive Officer and Chair | Nov 2013 – Mar 2015 | Oversaw global life sciences operations; strengthens ALNY’s commercial oversight |
| Pfizer Inc. | Executive Leadership Team; President & GM, Emerging Markets and Established Products | 2000 – 2013 | Deep operating and market expansion experience relevant to ALNY scaling |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blackstone | Senior Advisor | Dec 2019 – Present | Strategic perspective from global investment platform; potential external commitments monitored by ALNY’s Nominating & Corporate Governance Committee |
| BeiGene, Ltd. | Director | Current | Public company governance experience in biopharma |
| BenevolentAI | Director | Prior | AI-enabled drug discovery governance experience |
Board Governance
- Committee assignments: Audit Committee and PC&C Committee member; Audit chaired by Peter Kellogg and PC&C chaired by Colleen Reitan; both committees are fully independent. Audit met 5 times in 2024; PC&C met 4 times in 2024.
- Independence and attendance: ALNY’s board met 6 times in 2024; each director attended at least 75% of aggregate board and committee meetings; Brandicourt is classified as independent.
- Board leadership: Independent chair (Amy W. Schulman); CEO-Chair roles separated. Independent directors hold regular executive sessions.
- Risk oversight: Audit oversees financial reporting and related person transactions policy; PC&C oversees compensation risk, ownership guidelines and succession; Nominating & Corporate Governance oversees conflicts/external commitments and cybersecurity.
- Say-on-pay signal: 2024 say-on-pay approval received 95% support, indicating broad investor support for compensation governance.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Standard non-employee director retainer |
| Audit Committee member fee | $12,500 | Committee member fee |
| PC&C Committee member fee | $10,000 | Committee member fee |
| Total cash fees (Brandicourt) | $82,500 | Sum of retainer + committee fees |
Performance Compensation
| Equity Award Detail (2024) | Value/Terms | Notes |
|---|---|---|
| Annual stock option award (grant-date fair value) | $398,790 | Granted 5/16/2024 to purchase 5,228 shares; grant-date fair value per option $76.28 |
| Exercise price | $151.22 | Options granted 5/16/2024 |
| Vesting schedule | Annual options vest on one-year anniversary | Initial option awards vest ratably over 3 years; annual awards vest in full after 1 year |
| Outstanding unexercised options (as of 12/31/2024) | 26,479 shares | Board service options (exercisable + unexercisable) |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| BeiGene, Ltd. | Director | No ALNY-related party transactions disclosed through Audit Committee policy; Nominating & Corporate Governance reviews external commitments and potential conflicts |
| BenevolentAI | Former Director | Prior role; no ALNY related-party exposure disclosed |
| Blackstone | Senior Advisor | Potential perceived conflicts are subject to board oversight of external commitments; no related person transactions disclosed for PC&C members in 2024 |
Expertise & Qualifications
- Over 30 years of global commercial leadership across Sanofi, Bayer HealthCare, and Pfizer; brings senior operating expertise in scaling commercial infrastructure and market expansion.
- Valuable perspective for Audit and PC&C committees, enhancing financial oversight and compensation/talent governance.
- International business experience and senior management credentials aligned with ALNY’s late-stage pipeline commercialization and global operations.
Equity Ownership
| Beneficial Ownership (as of 1/31/2025) | Shares Owned | Shares Acquirable within 60 days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Olivier Brandicourt, M.D. | — | 21,251 | 21,251 | <1% |
- Hedging/pledging: Company policy prohibits pledging and hedging of ALNY shares; strong stock ownership guidelines for directors and executives.
- Outstanding options at 12/31/2024: 26,479 shares underlying unexercised options for board service (exercisable and unexercisable).
Governance Assessment
- Strengths: Independent status; dual committee service (Audit and PC&C); good board process with independent chair and regular executive sessions; strong say-on-pay support (95%) signaling investor confidence; PC&C committee uses independent consultant, found no excessive risk in compensation design; PC&C committee reported no interlocks/insider participation in 2024.
- Alignment: Director compensation mix emphasizes equity via stock options, aligning with shareholder value through stock appreciation; cash fees align with market and role responsibilities.
- Conflicts oversight: Nominating & Corporate Governance committee actively reviews external commitments and potential conflicts; Audit Committee oversees related person transactions; no related-person transactions disclosed for PC&C members in 2024.
- Attendance/engagement: Board met 6 times; directors met attendance expectations (≥75% of meetings). Committee meeting cadence (Audit 5; PC&C 4) supports active oversight.
- RED FLAGS: None disclosed related to hedging/pledging, related-party transactions, or PC&C interlocks; Section 16(a) filings were timely for directors and officers in 2024.
Year-over-year compensation context: ALNY increased certain director cash fees effective April 1, 2023 to align with peers; in February 2024 the PC&C committee deemed director compensation competitive and made no changes for 2024.