Jeff Poulton
About Jeff Poulton
Jeff Poulton, age 57, has served as an independent director of CervoMed Inc. (CRVO) since August 2023 and is the Board-designated Audit Committee financial expert. He is currently Chief Financial Officer of Alnylam Pharmaceuticals (since July 2019) and previously served as CFO of Indigo Agriculture (2018–2019) and Shire plc (2014–2017), including service on Shire’s executive committee and board (2015–2017). He holds a B.A. in Economics from Duke University and an MBA in Finance from Indiana University’s Kelley School of Business. He is Chair of CRVO’s Audit Committee and a member of the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shire plc | Chief Financial Officer; Executive Committee member; Board Director | CFO: Jul 2014–Dec 2017; Board: Jan 2015–Dec 2017 | Led rare disease US/APAC/LATAM commercial operations; led rare disease business unit |
| Indigo Agriculture | Chief Financial Officer | Jan 2018–Apr 2019 | Financial leadership |
| Cinergy Corporation | Corporate finance leadership | Pre-1998 (prior to Shire) | Corporate finance initiatives |
| PPG Industries, Inc. | Business development/finance leadership | Pre-1998 (prior to Shire) | Business development initiatives |
| USS Peoria (U.S. Navy) | Commissioned Officer | Prior service | Military leadership experience |
| EIP (predecessor entity) | Director | Apr 2018–Aug 2023 | Board service prior to CRVO merger |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alnylam Pharmaceuticals, Inc. (NASDAQ: ALNY) | Chief Financial Officer | Since Jul 2019 | Public company executive role |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member; both committees composed of independent directors .
- Audit Committee financial expert: Board determined Poulton qualifies under SEC rules and Nasdaq "financial sophistication" standards .
- Independence: Board determined Poulton is an “independent director” under SEC and Nasdaq rules .
- Attendance: In 2024, the Board held 10 meetings; each director attended at least 75% of aggregate Board and committee meetings during their service period .
- Committee activity: Audit Committee met 4 times in 2024; Compensation Committee met 5 times (including one joint meeting with the Board); Nominating & Corporate Governance Committee met 3 times .
- Executive sessions: Independent directors meet in executive session during regular Board meetings; Board leadership is separated (independent Chair) .
Fixed Compensation
Program Structure (2024)
| Description | Annual Cash Retainer |
|---|---|
| Board Member | $40,000 |
| Chair of the Board | $25,000 |
| Audit Committee Chair | $15,000 |
| Compensation Committee Chair | $10,000 |
| Nominating & Corporate Governance Committee Chair | $8,000 |
| Audit Committee Member (other than Chair) | $7,500 |
| Compensation Committee Member (other than Chair) | $5,000 |
| Nominating & Corporate Governance Committee Member (other than Chair) | $4,000 |
Actual 2024 Director Compensation (Jeff Poulton)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $60,000 |
| Option Awards (grant-date fair value, ASC 718) | $72,416 |
| All Other Compensation | $0 |
| Total | $132,416 |
Note: Cash retainers paid in cash (no equity in lieu). Compensation Committee may use a consultant (Alpine Rewards) to inform director/executive pay decisions .
Performance Compensation
Equity Award Program (Non-Employee Directors)
| Award Feature | Details |
|---|---|
| Initial option grant on appointment | 0.176% of shares outstanding on grant date; 36 equal monthly vesting |
| Annual option grant | 0.088% of shares outstanding on grant date (or lesser amount); 12 equal monthly vesting |
| Term | 10 years |
| Exercise price | Fair market value on grant date |
Jeff Poulton – 2024 Annual Grant Details
| Metric | Value |
|---|---|
| Grant timing | Annual grants made June 2024 to non-employee directors |
| Options granted | 5,750 options (non-employee directors excluding Dr. Boger) |
| Vested as of 12/31/2024 | 3,354 options |
| Grant-date fair value | $72,416 |
| Vesting schedule | 12 equal monthly installments after grant |
| Exercise price policy | FMV at grant; 10-year term |
Performance Metrics
| Compensation Element | Performance Metric(s) | Disclosure |
|---|---|---|
| Director equity awards (options) | None (time-based vesting only) | No performance targets disclosed; time-based vesting per program |
Other Directorships & Interlocks
| Company | Role | Status | Notes |
|---|---|---|---|
| Shire plc | Board Director | Past (2015–2017) | Public company board service while CFO |
| Other current public company boards | — | None disclosed | No other current public directorships disclosed for Poulton |
Interlocks/conflicts: No business dealings between CRVO and Alnylam disclosed; Board confirms independence status for Poulton under SEC/Nasdaq rules . Monitor for any future related-party transactions.
Expertise & Qualifications
- Deep finance and operating experience across life sciences; CFO roles at Alnylam, Indigo, and Shire; prior corporate finance/business development roles at Cinergy/PPG; U.S. Navy officer .
- Audit Committee financial expert and financially sophisticated per SEC/Nasdaq definitions .
- Life sciences industry familiarity including leadership in rare disease businesses at Shire .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (incl. options exercisable within 60 days) | 40,487 shares |
| Percentage of total voting power | 0.5% |
| Directly held shares | 16,444 |
| Options exercisable within 60 days | 24,043 |
| Shares pledged as collateral | Not disclosed |
| Hedging policy | Hedging transactions prohibited by Insider Trading Policy |
| Stock ownership guidelines | Corporate Governance Guidelines address stock ownership; specific multiples not disclosed |
Governance Assessment
- Board effectiveness: Poulton strengthens financial oversight as Audit Chair and designated financial expert, with clear committee activity (Audit: 4 meetings; Comp: 5; Nominating: 3) and Board attendance at or above 75% thresholds, supporting credible controls and disclosure oversight .
- Alignment: Meaningful equity-linked compensation via time-vested options and personal ownership (16,444 shares direct; 24,043 near-term exercisable), plus a prohibited hedging policy, align incentives with shareholder value; absence of pledging disclosures reduces alignment risk .
- Independence and potential conflicts: Board affirms independence; however, Poulton’s prior purchase of $100,000 of related-party convertible notes in 2020 constitutes a related-party exposure from the predecessor entity—note conversion mechanics were standardized and applied to all holders at merger close; ongoing vigilance warranted though no current conflicts with Alnylam are disclosed. RED FLAG: insider participation in financing (monitor) .
- Compensation structure quality: Director pay relies on cash retainers and time-vested options with fixed term and FMV pricing, and plan prohibits option repricing without stockholder approval, which reduces shareholder-unfriendly practices .
Overall signal: Strong audit leadership and independence designation bolster investor confidence; ownership and option participation provide alignment; monitor for any future related-party dealings or interlocks given external executive role and prior note participation .