Yvonne Greenstreet

About Yvonne Greenstreet

Yvonne L. Greenstreet, M.D., is Chief Executive Officer of Alnylam Pharmaceuticals (since Jan 2022) and a non‑independent director (since Oct 2021). She previously served as Alnylam’s President & COO (2020–2022) and COO (2016–2020), after senior roles at Pfizer (SVP, Head of Medicines Development) and GSK (SVP, Chief of Strategy for R&D; 18‑year tenure). She is 62. Under her leadership, Alnylam reported 33% YoY growth in 2024 global net product revenues, ended 2024 with $2.69B in cash, and delivered 3‑yr TSR of 38.76%, 5‑yr TSR of 104.32%, and 1‑yr TSR of 22.94% for 2024, driven by AMVUTTRA, ONPATTRO, GIVLAARI and OXLUMO momentum and HELIOS‑B success in ATTR cardiomyopathy .

Past Roles

Organization	Role	Years	Strategic Impact
Alnylam Pharmaceuticals	President & Chief Operating Officer	Oct 2020 – Jan 2022	Led scaling and commercial execution; set up for P5x25 top‑tier biotech objectives .
Alnylam Pharmaceuticals	Chief Operating Officer	Sep 2016 – Oct 2020	Built operating cadence and development/commercial infrastructure .
Pfizer	SVP, Head of Medicines Development	Dec 2010 – Nov 2013	Ran global medicines development; late‑stage execution and portfolio decisions .
GlaxoSmithKline (GSK)	SVP, Chief of Strategy for R&D; member, Product Management Board	~1992 – 2010 (18 years)	R&D strategy; pipeline/governance leadership across multiple therapeutic areas .
Highgate LLC	Founder & Managing Director	Jan 2014 – Aug 2016	Strategic advisory/leadership bridge before joining Alnylam .

External Roles

Organization	Role	Years	Notes
The American Funds	Director	Current	Public fund family directorship .
BIO (Biotechnology Innovation Organization)	Health Section Governing Board Member	Current	Industry policy/advocacy leadership .
Argenx SE	Director	Prior	Former public company directorship .
Pacira BioSciences, Inc.	Director	Prior	Former public company directorship .

Fixed Compensation

Metric	2023	2024
Base Salary ($)	1,000,000	1,305,000
Target Bonus (% of Salary)	110%	120%
AIP Corporate Performance Modifier Cap	150%	200% (raised in 2024)

Notes: 2024 base salary increased 30.5% to align with market median and performance; 2024 AIP design increased max corporate modifier to 200% to reflect peer practices .

Performance Compensation

Annual Incentive Program (AIP) Outcomes

Year	Categories (weight range)	Assessment vs targets	Corp Performance Modifier	Actual AIP Payout ($)
2023	Culture (20–30%), Pipeline & Development (40–60%), Commercial Objectives (40–60%)	Above target Culture; below‑target Pipeline (CRL on patisiran); mixed Commercial; +5% for Roche zilebesiran deal and DOJ closure	105%	1,155,000
2024	Culture & growth mgmt; Early pipeline & development; Marketed products & financial performance	Above target across categories; HELIOS‑B success emphasized; 33% net product revenue growth	190%	2,975,400

2024 Equity Grants (Annual LTI mix: 50% PSUs / 25% RSUs / 25% Options)

Grant Date	Vehicle	Shares/Details	Value ($)
Mar 1, 2024	Stock Options	46,394 options @ $152.61 strike; vest 25% at 1st anniversary, then 6.25% quarterly to 4 years	3,614,400
Mar 1, 2024	RSUs	23,754 RSUs; vest in 3 equal annual installments	3,625,000
Mar 1, 2024	PSUs	47,507 target PSUs; vest on performance; ≥1‑yr minimum vesting	7,250,000
2024 Total	Mix	50% PSU / 25% RSU / 25% Options	14,500,000

PSU goal framework:

2021 PSU: positive ATTR‑CM Ph3 data (met, Aug 2022); $2.5B cumulative net product revenue (met, Aug 2023); non‑GAAP operating income profitability by FY2025 (open); initiate first Ph3 in a prevalent disease (open) .
2023 PSU: FDA acceptance of ATTR‑CM NDA after positive Ph3 outcome (met Nov 2024); extrahepatic human POC (open); non‑GAAP operating income in FY2025 (open) .
2024 PSU: initiate Ph3 in a prevalent indication; start Ph3 ALN‑TTRsc04 in ATTR‑CM; achieve first $2.5B annual net product revenue (all open) .

Clawback and risk controls: Double‑trigger CIC (no single‑trigger); clawback applies to cash/equity; anti‑hedging and anti‑pledging; no guaranteed bonuses; strong stock ownership guidelines .

Equity Ownership & Alignment

As of Jan 31, 2025	Amount
Shares owned	79,287
Shares acquirable within 60 days (options/vestings)	226,378
Total beneficial ownership	305,665
% of outstanding	<1%
CEO ownership guideline	6x base salary; all NEOs and directors in compliance
Pledging/Hedging	Prohibited (no waivers permitted)

Insider activity signals (2024):

Options exercised: 30,148; value realized $5,727,380 .
Shares vested: 50,485; value realized $9,894,588 .

Vesting schedules (standard):

Options: 25% at 1 year; 6.25% quarterly to 4 years .
RSUs: 3 equal annual tranches .
PSUs: vest on pre‑set clinical/regulatory/financial goals; cannot vest earlier than 1 year .

Employment Terms

Provision	Key Terms
Agreement	CEO employment agreement; initial 2‑year term; auto‑renews annually unless 90‑day notice; includes target AIP eligibility and LTI participation .
Non‑Compete/Other Covenants	Executives sign nondisclosure, IP assignment and covenant not to compete for at least 12 months post‑termination .
Termination w/o Cause or Good Reason (pre‑CIC)	No cash severance; unvested equity continues vesting for 2 years; options exercisable to earlier of 2 years or original expiry; if CIC occurs within 2 years post‑termination, options treated like continuing ELT . Estimated value of continued vesting (if terminated 12/31/2024): $1,853,470 at $235.31/share .
CIC + Qualifying Termination (within 18 months)	2x (salary + target bonus) cash; 24 months COBRA cash stipend; full acceleration of unvested options/stock awards; double‑trigger; 280G cutback if beneficial .
Death/Disability	Full vesting of equity; tabled values below .

Potential payouts (assumed termination 12/31/2024; stock $235.31):

Component	Amount ($)
Cash severance	5,742,000
Medical/dental/vision continuation	60,380
Accelerated options vesting	6,715,383
Accelerated RSU/PSU vesting	27,222,779
Total (CIC + qual termination)	39,740,542

Death/Disability acceleration (12/31/2024):

Options: $6,715,383; RSU/PSU: $27,222,779 .

Board Governance (Dual‑Role Considerations)

Role: CEO and non‑independent director; does not receive additional director compensation .
Chair independence: Chair is independent (Amy W. Schulman) since Jan 2023; roles of Chair and CEO are separated to strengthen oversight .
Board structure & independence: 10 of 12 directors independent; all committees 100% independent; independent directors hold regular executive sessions; majority voting in director elections .
Attendance: Board met 6 times in 2024; all directors met at least 75% attendance .

Director compensation (for context; not paid to CEO): Cash retainers and annual stock option awards to non‑employee directors; chair and committee fees disclosed; annual option grant ~$400k grant‑date value .

Performance & Track Record

2024 execution: HELIOS‑B positive Phase 3 (vutrisiran in ATTR‑CM) with sNDA submitted and priority review; multiple pipeline initiations (ALN‑HTT02, ALN‑6400, ALN‑4324) and extrahepatic programs advancing .
Commercial growth: 2024 global net product revenue growth +33%; AMVUTTRA $970M, ONPATTRO $253M, GIVLAARI $256M, OXLUMO $167M .
Financial resilience: $2.69B cash/equivalents at YE 2024 .
TSR: 3‑yr 38.76%; 5‑yr 104.32%; 1‑yr 22.94% for 2024 .
2023 setbacks/learned risk: FDA CRL for patisiran in ATTR‑CM; mitigated by subsequent HELIOS‑B outcomes and regearing of goals .

Compensation Structure Analysis

Higher fixed pay year‑over‑year: CEO base rose 30.5% in 2024 to address market median gaps and performance; CEO target bonus increased from 110% to 120% .
Increased leverage to performance: 2024 AIP maximum raised to 200%; CEO pay remains heavily at‑risk (93% variable in 2024) with majority in long‑term equity (75% performance‑or stock value‑linked) .
Shift toward RSUs since 2023: Introduced RSUs (25% of LTI) to enhance retention while maintaining 50% PSU weight; options remain 25% .
Strong governance features: Double‑trigger CIC; clawback; anti‑hedge/pledge; no excise tax gross‑ups; ownership guidelines (CEO 6x salary) with full compliance .

Compensation Peer Group (Benchmarking)

2024 peer group used for setting 2024 awards: BeiGene, Biogen, BioMarin, Exact Sciences, Exelixis, Incyte, Jazz, Moderna, Neurocrine, Sarepta, United Therapeutics, Vertex .
2025 changes: Exelixis and Jazz removed; Regeneron and Gilead added to reflect maturing scale and talent competition .

Say‑on‑Pay & Shareholder Feedback

Year	Say‑on‑Pay Approval
2023 AGM	96% support
2024 AGM	95% support

Alnylam engages routinely with large holders; 2023 engagement led to refinement of ownership guidelines (exclude unvested PSUs from guideline counting) .

Risk Indicators & Red Flags

Hedging/pledging: Prohibited for insiders; no waivers .
Tax gross‑ups: No excise tax gross‑ups; general gross‑ups generally not provided .
Option repricing: Not disclosed; equity plans emphasize performance; double‑trigger CIC .
Related party transactions: Review/approval overseen by Audit; none noted for CEO in disclosures .
Legal/regulatory: DOJ/USAO investigation into ONPATTRO promotion closed in Aug 2023 with no action taken .
Insider selling pressure: 2024 exercises/vesting created liquidity; policies require trading windows/10b5‑1 compliance; no pledging allowed .

Director Service Overview (Board Member)

Governance roles: As CEO and director, not independent; not a committee member; no additional pay for board service .
Independence safeguards: Independent Chair; all committees independent; regular executive sessions; robust ownership guidelines .

Investment Implications

Alignment: High at‑risk pay, 50% PSU weighting, strict ownership rules, and anti‑hedge/pledge policies align incentives with long‑term TSR and clinical/financial milestones .
Retention: Pre‑CIC severance provides no cash but allows two years of continued vesting—retentive while containing cash burn; CIC economics are sizable ($39.7M modeled), potentially reducing transaction resistance risk while preserving double‑trigger discipline .
Execution: 2024 outperformance (190% AIP modifier) and HELIOS‑B de‑risk ATTR‑CM expansion; multi‑asset pipeline breadth and 33% revenue growth support operating leverage targets into 2025 non‑GAAP profitability goals embedded in PSUs .
Trading signals: 2024 option exercises and significant vesting indicate potential supply, though ownership guidelines and no‑pledge policy temper ongoing selling pressure; continued regulatory catalysts (ALN‑TTRsc04 Ph3 start; prevalent disease Ph3 initiations) are tied to PSU vesting and may align management behavior with near‑ to mid‑term value creation .