Robert Hesslein

About Robert W. Hesslein

Executive Vice President, Chief Legal Officer and Secretary at Alnylam since September 2024; age 72. Prior roles include senior legal leadership at Voyager Therapeutics, Foundation Medicine, Genzyme, and The New England; education: B.A. Yale University, J.D. Cornell Law School . During his initial tenure period, Alnylam reported strong momentum: 2024 net product revenues grew 33% YoY, with 1-year TSR of 22.94%, 3-year TSR of 38.76%, and 5-year TSR of 104.32% .

Past Roles

Organization	Role	Years	Strategic impact
Alnylam Pharmaceuticals	EVP, Chief Legal Officer & Secretary	Sep 2024–present	Oversees corporate legal and secretary functions
Voyager Therapeutics	SVP & General Counsel	Apr 2019–Apr 2023	Led legal affairs at a neurogenetics biotech
Foundation Medicine (Roche subsidiary)	SVP, General Counsel & Chief Compliance Officer	May 2012–Mar 2019	Directed legal and compliance during growth in cancer genomics
Genzyme (Sanofi subsidiary)	SVP & Deputy General Counsel	Jul 1996–May 2012	Senior legal leadership at global biotech
The New England (mutual life insurer)	Second Vice President & Counsel	Sep 1990–Jun 1996	Corporate counsel
Csaplar & Bok (law firm)	Associate/Partner	Pre-1990	Corporate/securities/finance practice

Fixed Compensation

Component	Detail
Base salary	Not disclosed for Mr. Hesslein in the 2025 proxy (NEO salaries shown do not include him) .
Target bonus %	Not disclosed for Mr. Hesslein; Alnylam’s Annual Incentive Program (AIP) applies company-wide with corporate goals and payouts scaled by a corporate performance modifier .
Perquisites	Company indicates limited perquisites; no automobile leases, aircraft, etc. .

Performance Compensation

2024 Annual Incentive Program (company framework; executive payouts reference this):
- Categories: Advance Culture; Early Pipeline & Development; Marketed Products & Financial Performance; board approved corporate performance modifier of 190% based on above-target execution .

AIP Category (2024)	Assessment
Advance our Culture	Above target (high engagement; ERM enhancements)
Early Pipeline & Development	Above target (HELIOS-B positive; four CTAs; zilebesiran KARDIA-2 results)
Marketed Products & Financial Performance	Above target (net product revenue, OpEx, 1-yr TSR vs peers)
Corporate Performance Modifier	190% approved for 2024

Long-term equity design (executive program):
- Annual LTI mix: 50% PSUs, 25% RSUs, 25% stock options; PSUs vest on multi‑year clinical/regulatory/financial milestones; no single-trigger CIC acceleration .
- 2024 PSU goals (examples): initiate Phase 3 in a prevalent indication; start Phase 3 ALN‑TTRsc04 in ATTR-CM; first $2.5B annual net product revenue; as of Mar 2025 many remain “not yet achieved” (timeline-based) .

Equity Ownership & Alignment

Stock ownership guidelines: CEO 6x salary; other executive officers 3x salary; five-year compliance window; counts include owned shares, unvested RSUs/DSUs, and vested in-the-money options .
Hedging/pledging: Prohibited for employees and directors; no waivers permitted .
Clawback: Cash and equity incentive compensation subject to recoupment under SEC/Nasdaq rules (effective Dec 1, 2023) .

Insider filings and vesting/selling pressure (Hesslein-specific):

Date (filed)	Effective date	Type	Amount	Vesting/terms
Mar 5, 2025	Mar 3, 2025	Stock option grant	2,286 options	25% on first anniversary; remainder in equal installments thereafter (standard four-year schedule)

We located a Form 4 for the above option award; no open-market sales by Mr. Hesslein were identified in our search through Nov 18, 2025 (only the option grant appears) .

Employment Terms

Topic	Terms (as disclosed/applicable)
Start/role	Appointed CLO & Secretary; service since Sep 2024; appointment disclosed in Q3 2024 results release .
Change-in-control (CIC)	For executive officers (other than CEO): double-trigger within 12 months post-CIC; cash severance = 1.5x (base salary + target bonus); 18 months COBRA-equivalent contributions; full acceleration of unvested equity upon qualifying termination; cutback if 280G excise tax reduction yields greater after-tax benefit .
Single-trigger equity acceleration	Not provided; company states no single-trigger equity acceleration on CIC .
Severance (non-CIC)	Proxy states no other separation-pay agreements for NEOs; no specific non-CIC severance terms disclosed for Mr. Hesslein .
Anti-hedging/pledging	Prohibited under insider trading policy .
Clawback	Applies to cash and equity incentives for executive officers .

Performance & Track Record (context during tenure)

Metric	2024 result
Net product revenue growth	+33% YoY (2024 vs 2023)
Cash/cash equivalents & marketable securities	$2.69B at year-end 2024
Total stockholder return (TSR)	1-yr: 22.94%; 3-yr: 38.76%; 5-yr: 104.32%

Compensation Structure Analysis (governance signals)

High at-risk pay emphasis with PSUs tied to clinical/regulatory/financial outcomes (alignment with value creation) .
No single-trigger CIC vesting, clawback in place, and hedging/pledging bans reduce governance risk .
Stock ownership guidelines (3x salary for executive officers) support alignment; compliance monitored annually .

Related Policies and Peer Benchmarking

Say-on-pay support: 95% approval at 2024 annual meeting (reflecting shareholder alignment) .
Compensation peer group (2024 cycle) included BeiGene, Biogen, BioMarin, Exact Sciences, Incyte, Moderna, Neurocrine, Sarepta, United Therapeutics, Vertex, among others .

Investment Implications

Alignment: Standard four-year option vesting, PSUs on multi-year operational/financial milestones, and 3x salary ownership guideline drive long-term alignment; anti-hedging/pledging lowers downside governance risk .
Retention risk: As a late-career executive (age 72) with fresh 2025 option grants and company-wide PSU design tied to pivotal catalysts, equity provides retention/engagement through key milestones; double-trigger CIC at 1.5x salary+bonus with full equity acceleration is market-standard and balanced by no single-trigger .
Trading signal: No insider sales by Mr. Hesslein identified since appointment; only an option award reported, suggesting no direct selling pressure from him as of latest filings reviewed .
Execution backdrop: Strong recent TSR and revenue growth during his early tenure enhance the prospective value of performance-based awards, reinforcing pay-for-performance dynamics .