Alnylam Pharmaceuticals, Inc. (NASDAQ:ALNY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02. Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers; Compensatory
Arrangements of Certain Officers.
The Board of Directors (the Board) of Alnylam Pharmaceuticals,
Inc. (the Company) has appointed Manmeet S. Soni to the positions
of Senior Vice President, Chief Financial Officer and principal
financial officer of the Company, effective May9, 2017. Michael
P. Mason, the Companys Vice President, Finance and Treasurer, who
had assumed the responsibilities as the Companys principal
financial officer on January6, 2017, will relinquish these
responsibilities upon the effectiveness of Mr.Sonis appointment.
Mr.Mason will continue to serve as the Companys Vice President,
Finance and Treasurer and as the Companys principal accounting
officer.
Prior to joining the Company, Mr.Soni, 39, most recently served
as the Executive Vice President, Chief Financial Officer and
Treasurer of ARIAD Pharmaceuticals, Inc., a biopharmaceutical
company, from March 2016 until February 2017, when ARIAD was
acquired by Takeda Pharmaceutical Company Limited. Mr.Soni
continued as an employee of ARIAD through May 2017. Previously,
he served as Chief Financial Officer of Pharmacyclics, Inc., a
biopharmaceutical company, until its acquisition by AbbVie, Inc.
in May 2015, after which he supported AbbVie during the
post-acquisition transition through September 2015. He first
joined Pharmacyclics in September 2012 as corporate controller
and served in various roles prior to being appointed as Chief
Financial Officer and Treasurer in February 2014. Mr.Soni worked
at ZELTIQ Aesthetics Inc., a publicly held medical technology
company, from January 2012 to September 2012, where he served as
Controller and Senior Director of Finance. Prior to ZELTIQ,
Mr.Soni worked at PricewaterhouseCoopers in San Jose, CA from
June 2007 to January 2012 in the Life Science and Venture Capital
Group. Prior to that, he worked at PricewaterhouseCoopers India
providing audit and assurance services. Mr.Soni graduated from
Hansraj College at Delhi University in India. He is a Certified
Public Accountant and completed his Chartered Accountancy from
the Institute of Chartered Accountants of India.
In connection with his employment with the Company, Mr.Soni will
receive an annual base salary of $490,000. Mr.Soni will also
receive an initial sign-on bonus of $100,000 upon
commencement of employment (the Initial Bonus) and an additional
bonus of $50,000 following the first anniversary of his
employment start date (the Subsequent Bonus). In the event
Mr.Soni voluntarily terminates his employment with the Company or
is terminated by the Company for cause, within twelve months of
(i)the Initial Bonus or (ii)the Subsequent Bonus, Mr.Soni will be
required to repay the full gross amount of either the Initial
Bonus, if he leaves within the first twelve months, or the
Subsequent Bonus, if he leaves within months twelve through
twenty-four.
Mr.Soni will also
be eligible for an annual cash bonus (commencing with a pro-rated
bonus for 2017) under the Companys Annual Incentive Program with
an annual incentive target of 40% of his 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 and any cash bonus paid will be
calculated in accordance with the terms of such Annual Incentive
Program.
The Compensation
Committee also approved the grant, effective as of May8, 2017, to
Mr.Soni of non-qualified stock options to
purchase an aggregate of 150,000 shares of Alnylams common stock.
These options were granted as an inducement material to Mr.Sonis
entering into employment with the Company in accordance with
NASDAQ Listing Rule 5635(c)(4).
The stock options have a
ten-year term and an exercise price equal to $52.61, the per
share closing price of the Companys common stock as reported by
NASDAQ on the date of grant. Options to purchase 125,000 shares
will vest over four years, with 25% vesting on the first
anniversary of the grant date and the remainder vesting ratably
at the end of each three-month period thereafter over the
remaining three years, and options to purchase 25,000 shares will
vest upon the later of the one year anniversary of the date of
grant and the launch of the Companys first internally developed
product, assuming in each case Mr.Soni remains continuously
employed by the Company as of such date.
Mr.Soni will also be eligible
for reimbursement of certain relocation expenses, as well as all
other compensation and benefit plans available to the Companys
executive officers.
In addition, Mr.Soni entered
into an indemnification agreement with the Company consistent
with the form of the existing indemnification agreement entered
into between the Company and certain of its executive
officers.
Item7.01. Regulation
FD Disclosure
On May9, 2017, the Company
issued a press release announcing Mr.Sonis appointment as Chief
Financial Officer. A copy of this press release is furnished as
Exhibit 99.1 to this Report on Form 8-K.
The information in this Item
7.01 and Exhibit 99.1 attached hereto is intended to be furnished
and shall not be deemed filed for purposes of Section18 of the
Securities Exchange Act of 1934 (the Exchange Act) or otherwise
subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Exchange Act, except as expressly
set forth by specific reference in such filing.
Item9.01. Financial
Statements and Exhibits.
| (d) | Exhibits |
|
99.1 |
Press Release dated May9, 2017, furnished herewith. |
About Alnylam Pharmaceuticals, Inc. (NASDAQ:ALNY)
Alnylam Pharmaceuticals, Inc. is a biopharmaceutical company. The Company is engaged in developing therapeutics based on ribonucleic acid (RNA) interference (RNAi). The Company is focused on the use of its N-acetylgalactosamine (GalNAc)-conjugate strategy for delivery of small interfering RNAs (siRNAs). Its investigational RNAi therapeutics focus on Strategic Therapeutic Areas (STArs), including Genetic Medicines, with a pipeline of RNAi therapeutics for the treatment of diseases; Cardio-Metabolic Disease, with a pipeline of RNAi therapeutics toward genetically validated, liver-expressed disease in cardiovascular and metabolic diseases, such as dyslipidemia, hypertension, non-alcoholic steatohepatitis (NASH) and type II diabetes, and Hepatic Infectious Disease, with a pipeline of RNAi therapeutics for the treatment of hepatic infectious diseases. Its Genetic medicines include Patisiran (ALN-TTR02) and Fitusiran (ALN-AT3), and additional genetic programs, including ALN-AAT. Alnylam Pharmaceuticals, Inc. (NASDAQ:ALNY) Recent Trading Information
Alnylam Pharmaceuticals, Inc. (NASDAQ:ALNY) closed its last trading session 00.00 at 52.61 with 829,911 shares trading hands.
