Peter Kellogg
ALNYLAM PHARMACEUTICALSAbout Peter N. Kellogg
Peter N. Kellogg (age 68) is an independent director at Alnylam Pharmaceuticals (ALNY) and chairs the Audit Committee. He joined the board in 2023 and is designated an “audit committee financial expert.” Kellogg’s background spans CFO and strategy leadership roles at Celgene, Merck, Biogen, and senior finance roles at PepsiCo/Frito-Lay, bringing deep transaction, capital markets, and scaling expertise to ALNY’s board oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Celgene Corporation | EVP & Chief Corporate Strategy Officer | 2018–2019 | Led corporate strategy; involved in Celgene’s sale to Bristol-Myers Squibb . |
| Celgene Corporation | EVP & Chief Financial Officer | 2014–2018 | Oversaw finance functions, investor relations, BD and alliances . |
| Merck & Co., Inc. | Chief Financial Officer & EVP | 2007–2014 | Oversaw Merck’s acquisition of Schering-Plough (Keytruda) . |
| Biogen, Inc. | EVP, Finance & Chief Financial Officer | 2000–2007 | Oversaw Biogen mergers with IDEC (Rituxan share) and Fumapharm (Tecfidera) . |
| PepsiCo, Inc. | SVP, PepsiCo E-Commerce | Mar–Jul 2000 | Senior e-commerce leadership . |
| Frito-Lay International (PepsiCo) | SVP & Chief Financial Officer | 1998–2000 | International finance leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Idorsia Ltd. | Director (prior) | Not disclosed | Listed among directorships in last five years . |
Board Governance
- Committee assignments: Audit Committee Chair; Audit Committee met five times in 2024 .
- Independence: Board determined Kellogg and all committee members are independent under Nasdaq and SEC rules; Kellogg designated an “audit committee financial expert” .
- Attendance: Board met six times in 2024; each director attended at least 75% of board and applicable committee meetings; all then-current directors attended the 2024 annual meeting .
- Audit Committee scope: Oversees financial reporting, internal controls, internal audit, auditor independence and pre-approvals, financial guidance/non-GAAP disclosures, tax planning, and related person transaction approvals/ratifications .
- Board leadership: Independent Chair (Amy W. Schulman) separate from CEO, reinforcing oversight independence .
Fixed Compensation
| Component (2024 Non-Employee Director Program) | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $60,000 | All non-employee directors. |
| Audit Committee Chair Fee | $25,000 | Additional for chair role. |
| Audit Committee Member Fee | $12,500 | For non-chair members. |
| Independent Board Chair Fee | $65,000 | Additional for board chair. |
| Annual Stock Option Award (directors) | $400,000 grant-date fair value | Vests on one-year anniversary; exercise price at grant close; Black-Scholes used . |
| Initial Stock Option Award (new directors) | $600,000 grant-date fair value | Vests ratably over 3 years . |
| Kellogg – Cash Fees Earned (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $88,190 |
2024 director compensation was reviewed and deemed competitive; no changes made to the program in 2024 .
Performance Compensation
| Equity Grant Detail (2024) | Date | Underlying Options (#) | Grant-Date Fair Value ($) | Exercise Price ($) | Vesting |
|---|---|---|---|---|---|
| Annual Director Option Grant | 5/16/2024 | 5,228 | 398,790 | 151.22 | Annual award vests on one-year anniversary; initial new-director option vests over 3 years; option value set using Black-Scholes; exercise price equals grant-date close . |
No director performance-based metrics are disclosed for equity; vesting is time-based per program description .
Other Directorships & Interlocks
- Current public company boards for Kellogg: Not disclosed beyond Idorsia (prior) .
- PC&C committee interlocks: None reported in 2024 (no cross-board/officer interlocks) .
- Related party transactions: None reportable since Jan 1, 2024; policy requires Audit Committee review/approval for any such transactions above $120,000 .
Expertise & Qualifications
- Audit committee financial expert with extensive CFO experience at Celgene, Merck, Biogen; strategic transactions including large-scale M&A (Celgene/BMS; Merck/Schering-Plough; Biogen deals) .
- Focus areas: financial reporting, internal controls, investor relations, corporate strategy, BD/alliance management; positioning to chair audit and oversee finance-related risk .
Equity Ownership
| Ownership (as of Jan 31, 2025) | Shares Owned (#) | Shares Acquirable Within 60 Days (#) | Total Beneficial Ownership (#) | % Outstanding |
|---|---|---|---|---|
| Peter N. Kellogg | — | 3,299 | 3,299 | <1% |
| Outstanding Director Options (FY-end 2024) | Unexercised Options (#) |
|---|---|
| Kellogg (Board service options) | 10,176 |
- Pledging/hedging: Prohibited under ALNY insider trading policy (no margin accounts, pledging, hedging, short sales) .
- Stock ownership guidelines exist for directors; PC&C oversees compliance (specific multiples not disclosed) .
Insider Trades and Compliance
| Item | Status |
|---|---|
| Section 16(a) filings (2024) | All directors/officers complied timely based on company review and representations . |
| Reported Related Person Transactions | None since Jan 1, 2024; audit committee oversight per policy . |
Governance Assessment
- Strengths: Independent Audit Chair and financial expert; robust audit scope including internal audit oversight and non-GAAP disclosure review; strong related party policy and no reportable related party transactions; attendance thresholds met; independent board leadership structure .
- Alignment: Director equity delivered via stock options with market-based exercise price; prohibited hedging/pledging; stock ownership guidelines in place for directors (specific thresholds not disclosed) .
- Signals: Program stability (no change to director pay in 2024) and consistent annual option grants may indicate standard market practices; audit committee met five times, and Kellogg designated as financial expert, supporting investor confidence in financial oversight .
RED FLAGS: None identified in proxy regarding Kellogg—no related-party exposure, no hedging/pledging, no Section 16(a) delinquencies, attendance above minimum; beneficial ownership is <1% (typical for outside directors; compliance with guidelines not disclosed) .