Pushkal Garg

About Pushkal Garg

Pushkal Garg, M.D., is Executive Vice President, Development & Medical Affairs and Chief Medical Officer at Alnylam (ALNY). He joined Alnylam in 2014, became CMO in January 2017, was named EVP in March 2019, and has served in his current expanded role since January 2022; age 57 . Alnylam’s 2024 execution delivered 33% year-over-year growth in global net product revenues and strong pipeline progress (HELIOS-B positive Phase 3 results), supporting robust TSR of 22.94% (1-year), 38.76% (3-year), and 104.32% (5-year) during 2020–2024 . The company’s executive pay program emphasizes at-risk equity and performance-based incentives with clawbacks, no hedging/pledging, and stock ownership guidelines to strengthen alignment with long-term shareholders .

Past Roles

Organization	Role	Years	Strategic Impact
Bristol-Myers Squibb (BMS)	Vice President, Global Clinical Research, Immunoscience	Not disclosed	Strategic leader overseeing development across rheumatology, gastroenterology, nephrology, and transplantation
Millennium Pharmaceuticals	Various clinical development roles	Not disclosed	Led development of multiple small molecule and biologic therapeutics for inflammatory disorders
Harvard Medical School; Brigham and Women’s Hospital	Faculty	Not disclosed	Academic medicine foundation prior to biopharma industry

External Roles

Organization	Role	Years
SQZ Biotechnologies	Director (prior)	Not disclosed

Fixed Compensation

Multi-year compensation summary (NEO SCT values):

Metric (USD)	FY 2022	FY 2023	FY 2024
Salary	$625,000	$656,900	$682,100
Stock Awards (RSUs/PSUs grant-date fair value)	—	$1,087,620	$775,170
Option Awards (grant-date fair value)	$1,899,100	$1,085,590	$722,900
Non-Equity Incentive (AIP)	$359,380	$382,880	$716,870
All Other Compensation	$17,100	$18,100	$22,150
Total	$2,900,580	$3,231,090	$2,919,190

Base salary progression:

Year	Base Salary	Change
2023	$663,000	—
2024	$686,000	+3.5%

Performance Compensation

Annual Incentive Program (AIP) mechanics: Corporate performance modifier range 0–200%; 2024 goals spanned culture, early pipeline and development, and marketed products/financial performance; company achieved 190% modifier based on hitting a majority of commercial goals and all culture/growth and pipeline goals .

2024 AIP detail:

Item	Value
Base Salary (AIP basis)	$686,000
Target Bonus %	55%
Target Award ($)	$377,300
Maximum Award (200%)	$754,600
Actual Payout	$716,870 (190% of target)

Long-term equity awards (2024 grant values and mix):

Award Type	2024 Grant Value
Performance Stock Units (PSUs)	$1,450,000
Restricted Stock Units (RSUs)	$725,000
Stock Options	$725,000
Total 2024 Equity Value	$2,900,000

PSU performance goals and status:

Grant Date	Performance Goal (Weight)	Status
Feb 24, 2021	Positive Phase 3 data in ATTR-CM (25%)	Achieved Aug 2022
Feb 24, 2021	First $2.5B cumulative net product revenues by 12/31/2024 (25%)	Achieved Aug 2023
Feb 24, 2021	Non-GAAP operating income profitable for a calendar year by 12/31/2025 (25%)	Achieved Feb 2025
Feb 24, 2021	Initiate first Phase 3 for proprietary RNAi in a prevalent disease (25%)	Not yet achieved
Feb 27, 2023	FDA acceptance of NDA for ATTR-CM after positive Phase 3 outcomes (30%)	Achieved Nov 2024
Feb 27, 2023	Human PoC for extrahepatic, non-CNS target (30%)	Not yet achieved
Feb 27, 2023	Non-GAAP operating income in FY 2025 (40%)	Not yet achieved
Mar 1, 2024	Initiate Phase 3 in a prevalent indication (30%)	Not yet achieved
Mar 1, 2024	Start Phase 3 of ALN-TTRsc04 in ATTR-CM (30%)	Not yet achieved
Mar 1, 2024	First $2.5B in annual GAAP net product revenue (40%)	Not yet achieved

Vesting frameworks:

Options: 25% at year 1; then 6.25% quarterly to year 4; value realized only if stock price appreciates .
RSUs: Vest in three equal annual installments over 3 years .
PSUs: Vest only on achievement of pre-set clinical/regulatory/financial goals; cannot vest earlier than 1 year; performance windows up to 5 years for 2024 grants .

2024 realized activity:

2024 Realized	Shares	Value
Options exercised	—	—
Stock vested (RSUs/PSUs)	14,117	$2,805,975

Equity Ownership & Alignment

Beneficial ownership and short-term acquirable shares (as of Jan 31, 2025; shares outstanding 129,426,561):

Holder	Shares Owned	Shares Acquirable Within 60 Days	Total Beneficial	% Outstanding
Pushkal Garg, M.D.	12,670 (incl. trust and 401(k) shares)	151,085	163,755	<1%

Outstanding awards and unvested counts (selected grants):

Grant Date	Instrument	Exercisable	Unexercisable	Exercise Price	Expiration	Unvested RSUs (#)	Unvested PSUs (#)	PSU/RSU Market Value
02/24/2021	Options	21,750	1,450	$151.59	02/23/2031	—	6,217	$1,462,922
12/31/2021	Options	10,071	3,357	$169.58	12/30/2031	—	—	—
02/23/2022	Options	16,588	7,540	$147.47	02/22/2032	—	—	—
02/27/2023	Options	5,184	6,666	$190.01	02/26/2033	3,816	8,013	$897,943 RSUs; $1,885,539 PSUs
03/01/2024	Options	—	9,279	$152.61	02/28/2034	4,751	9,502	$1,117,958 RSUs; $2,235,916 PSUs

Alignment policies:

Stock ownership guidelines: Executives must hold stock equal to 3x base salary; all NEOs currently in compliance .
Anti-hedging/anti-pledging: Hedging, shorting, margin accounts, and pledging are prohibited; no waivers permitted . Company emphasizes “No margin accounts, pledging or hedging” governance principle .
Clawback: Recovery of incentive compensation tied to financial reporting measures upon material restatement, per SEC/Nasdaq rules (effective Dec 1, 2023) .

Insider selling pressure indicators:

Near-term liquidity: 151,085 shares acquirable within 60 days (options/RSUs/PSUs), which can create scheduled supply upon vest or option exercise; company policy requires trading window compliance and prohibits hedging/pledging .
2024 realized vesting (14,117 shares) with no option exercises suggests limited forced selling pressure from option exercises in 2024 .

Employment Terms

Change-in-control (CIC) and severance:

Structure: Double trigger. No single-trigger equity acceleration upon CIC; acceleration occurs only with CIC plus termination without Cause or for Good Reason within 12 months (18 months for CEO) .
Garg CIC agreement: Lump-sum cash equal to 1.5x (base salary + target bonus), 18 months of COBRA-equivalent payments, and full acceleration of all unvested stock options and stock-based awards upon qualifying termination within 12 months after CIC; subject to general release .
Estimated CIC package (assuming termination date Dec 31, 2024): Cash $1,594,950; Benefits $45,290; Accelerated options $2,073,707; Accelerated RSU/PSU $7,600,278; Total $11,314,225 .
Golden parachute excise tax: Payments reduced only if reduction yields greater after-tax benefit; no excise tax gross-up .
Death/Disability: Full vesting of awards; Garg potential acceleration equals options $2,073,707 and RSUs/PSUs $7,600,278 (as of last trading day 2024) .

Other terms:

No guaranteed annual bonus or salary increases; limited perquisites; robust clawbacks .
Say-on-pay support: 95% approval at 2024 annual meeting .
Compensation peer group used for benchmarking includes BeiGene, Biogen, BioMarin, Exact Sciences, Incyte, Moderna, Neurocrine, Sarepta, United Therapeutics, Vertex; later expanded to include Regeneron and Gilead for 2025 decisions .

Investment Implications

Pay-for-performance alignment: Garg’s incentives are heavily equity- and performance-based (2024: PSUs $1.45M, RSUs $0.725M, Options $0.725M) with multi-year clinical/regulatory/financial triggers, including prevalent-disease Phase 3 initiations and revenue/operating income milestones, aligning his upside with durable value creation .
Retention risk: Significant unvested PSUs/RSUs (e.g., 9,502 2024 PSUs; 4,751 2024 RSUs; plus prior-year awards) and double-trigger CIC protection reduce near-term attrition risk, as awards could be forfeited upon voluntary departure and accelerate only upon CIC plus qualifying termination .
Trading signals: 151,085 shares acquirable within 60 days suggest scheduled vesting/exercise events that can add technical supply; 2024 showed vesting but no option exercises, limiting pressure from exercise-driven sales in that year . Monitor 2024–2026 PSU goal progress, particularly prevalent-indication Phase 3 initiations and ALN-TTRsc04 start, as vest events can coincide with catalysts .
Change-of-control economics: Double-trigger acceleration and 1.5x cash multiple are standard for competitive biotech talent markets, not shareholder-unfriendly; absence of excise tax gross-ups is governance-positive .
Performance backdrop: Strong 2024 execution (33% product revenue growth; HELIOS-B success) and solid TSR trend underpin payout levels (AIP 190%) without discretionary overrides, supporting credibility of pay design and execution discipline .