Item 5.02. Departure of Directors or Principal Officers; Appointment of Principal Officers;
Compensatory Arrangements of Certain Officers.
(b) On July 8, 2019, Manmeet S. Soni resigned from his positions as Senior
Vice President, Chief Financial Officer (CFO), principal financial officer and principal accounting officer of Alnylam Pharmaceuticals, Inc. (Alnylam or the Company), effective August 12, 2019 (the
Separation Date). Mr. Soni will assist in a reasonable transition of responsibilities to his successor, including the filing of the Companys Quarterly Report on Form
10-Q
for the period
ended June 30, 2019, and has agreed to provide ongoing consultation to the Company on an
as-needed
basis through August 12, 2020.
In connection with the conclusion of his employment with the Company, Mr. Soni and the Company have entered into a Separation Agreement dated
July 10, 2019 (the Separation Agreement) Under the Separation Agreement, in consideration for his continued service through the Separation Date and his agreement to a general release and certain other standard terms and conditions,
the Company has agreed to provide Mr. Soni with the following severance pay and benefits: (i) twelve months of salary continuation, and (ii) the cost of COBRA premiums, less Mr. Sonis regular contribution towards premiums
prior to the Separation Date, until the earlier of February 28, 2021 and the date Mr. Soni becomes eligible for coverage through another employer. In addition, in consideration for his provision of up to ten hours of consulting services
per month to the Company following the Separation Date through August 12, 2020 (the Consulting Period) and subject to Mr. Sonis compliance with all continuing obligations to the Company, the Company has agreed to continue
the vesting of any equity awards outstanding as of the Separation Date through the Consulting Period. All equity awards vested at the end of the Consulting Period will be exercisable through November 12, 2020.
(c) On July 11, 2019, Alnylam announced that Jeffrey Poulton is joining the Company on July 11, 2019. As part of an orderly
transition, Mr. Poulton will succeed Mr. Soni as the Companys CFO effective August 13, 2019. Mr. Poulton will also succeed Mr. Soni as Alnylams designated principal financial officer and principal accounting
officer for Securities and Exchange Commission (SEC) reporting purposes, effective August 13, 2019.
Prior to joining the Company,
Mr. Poulton, 51, served as CFO of Indigo Ag, Inc., a company dedicated to harnessing nature to help farmers sustainably feed the planet, from January 2018 until April 2019. Prior to that Mr. Poulton was CFO of Shire plc, and a member of
Shires Executive Committee and Board of Directors from April 2015 through December 2017, after serving as interim CFO from January 2015 to April 2015. As CFO of Shire, he had responsibility for all aspects of the finance organization including
SEC reporting, Treasury, Tax, Internal Audit, Financial Planning & Analysis, Investor Relations, and Procurement. Prior to his CFO role at Shire, and beginning in 2003, Mr. Poulton held a variety of financial roles and also served in a
general management capacity while leading Shires rare disease commercial operations in North America, Latin America, and Asia Pacific. Prior to his fifteen-year tenure at Shire, Mr. Poulton led corporate finance and business development
initiatives in both the energy and materials manufacturing sectors, acting in financial leadership positions at Cinergy Corp and PPG Industries. He also served as a U.S. Navy Commissioned Officer aboard the USS Peoria. Mr. Poulton holds a B.A.
in Economics from Duke University and an MBA in Finance from the Kelley School of Business at Indiana University.
In connection with his employment with
the Company as Executive Vice President and CFO, Mr. Poulton will receive an annual base salary of $530,000. Mr. Poulton will also be eligible for an annual cash bonus (commencing with a
pro-rated
bonus for 2019) under the Companys Annual Incentive Program with an annual incentive target of 50% of his then current annual base salary, subject to the achievement of certain performance goals established by the Company. Achievement of
Company goals will be determined by the Board of Directors (the Board) and any cash bonus paid will be