Business Context and Reporting Period
This Form 8-K was filed by Alnylam Pharmaceuticals, Inc. on December 18, 2015. The report discloses a corporate governance event regarding the expansion of the Board of Directors and the appointment of a new director.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on director compensation and appointment details.
Material Changes
The Board of Directors expanded its size from ten to eleven members. David E. I. Pyott was elected to fill the newly created vacancy as a Class II director, with a term expiring at the 2018 annual meeting of stockholders.
Management Commentary and Compensation Details
Mr. Pyott's compensation package includes the following:
- Annual Cash Fee: $50,000.
- Initial Stock Option: 25,000 shares granted on December 18, 2015, vesting annually over three years.
- Future Eligibility: After six months of service, eligibility for an annual stock option award (currently 11,250 shares per policy), vesting in full on the one-year anniversary of the grant date.
- Exercise Price: Fair market value of common stock on the date of grant.
- Expenses: Reimbursement for reasonable travel and related expenses.
Investor Verification Checklist
- Verify the total number of outstanding shares and the impact of the 25,000 new options on potential dilution.
- Confirm the fair market value of the stock on December 18, 2015, to determine the exercise price of the granted options.
- Review the Company's compensation policy for non-employee directors to confirm the 11,250 share annual award standard.
- Check subsequent filings for the vesting schedule status of the initial 25,000 shares.