Robert Hesslein
ALNYLAM PHARMACEUTICALSAbout 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 .