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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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EDITAS MEDICINE, INC.

11 Hurley Street
Cambridge, Massachusetts 02141

NOTICE OF 20172020 ANNUAL MEETING OF STOCKHOLDERS

To be held June 15, 201710, 2020

You are cordially invited to attend the 20172020 Annual Meeting of Stockholders (the "Annual Meeting") of Editas Medicine, Inc., which is scheduled to be held via the Internet at a virtual web conference at www.virtualshareholdermeeting.com/EDIT2020 on Thursday,Wednesday, June 15, 201710, 2020 at 1:00 p.m.8:30 a.m. Eastern time, attime. In light of the ongoing coronavirus disease of 2019 pandemic, we will be hosting our headquarters, 11 Hurley Street, Cambridge, Massachusetts 02141.Annual Meeting virtually to support the health and well-being of our stockholders, employees, directors, and other meeting participants. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. Our stockholders are invited to attend virtually, the logistics of which are discussed more fully in the attached Proxy Statement. This means that you can attend the Annual Meeting online, vote your shares during the online meeting and submit questions during the online meeting by visiting the above-mentioned Internet site.

Only stockholders who owned common stock at the close of business on April 18, 201715, 2020 can vote atduring the Annual Meeting or any adjournment that may take place. At the Annual Meeting, the stockholders will consider and vote on the following matters:

1.

Election of threetwo Class I directors to our board of directors, each to serve until the 20202023 annual meeting of stockholders;



2.

Approval, on an advisory basis, of the compensation paid to our named executive officers;



3.

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017;2020; and



3.4.

Transaction of any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

You can find more information includingregarding the nominees for directors, in the attached Proxy Statement. The board of directors recommends that you vote in favor of each of proposals one and two as outlinedforegoing in the attached Proxy Statement.

Instead of mailing a printed copy of our proxy materials to all of our stockholders, we provide access to these materials via the Internet. This reduces the amount of paper necessary to produce these materials as well as the costs associated with mailing these materials to all stockholders. Accordingly, on or about April 26, 2017,28, 2020, we will begin mailing a Notice of Internet Availability of Proxy Materials or Notice,("Notice") to all stockholders of record on our books at the close of business on April 18, 2017,15, 2020, the record date for the Annual Meeting, and will post our proxy materials on the website referenced in the Notice. As more fully described in the Notice, stockholders may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail, or electronically by email, on an ongoing basis.

If you are a stockholder of record, you may vote in one of the following ways:

•

Vote over the Internet, by going to www.proxyvote.com (have your Notice or proxy card in hand when you access the website);



•

Vote by Telephone, by calling the toll-free number 1-800-690-6903 (have your Notice or proxy card in hand when you call);

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•

Vote by Mail, if you received (or requested and received) a printed copy of the proxy materials, by completing, signing and dating the proxy card provided to you and returning it in the prepaid envelope provided to you; or



•

Vote in personduring the virtual Annual Meeting, by going to www.virtualshareholdermeeting.com/EDIT2020 at the Annual Meetingscheduled time of the meeting (have your Notice and control number found on your proxy card in hand).

        A complete list of registered stockholders will be available at least 10 days prior to the meeting for inspection at our offices at 11 Hurley St., Cambridge, MA 02141. This list will also be available to stockholders of record during the Annual Meeting for examination at www.virtualshareholdermeeting.com/EDIT2020. If your shares are held in "street name," that is, held for your account by a bank, broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.

Whether or not you plan to attend the Annual Meeting in person,online, we urge you to take the time to vote your shares.

		By orderOrder of the Board of Directors,
		Katrine S. BosleyCynthia Collins President and Chief Executive Officer

Cambridge, Massachusetts
April 26, 201728, 2020

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Editas Medicine, Inc.

Proxy Statement

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EDITAS MEDICINE, INC.

11 Hurley Street
Cambridge, Massachusetts 02141
617-401-9000

PROXY STATEMENT
FOR THE 20172020 ANNUAL MEETING OF STOCKHOLDERS
to be held June 15, 201710, 2020

This proxy statement and the enclosed proxy card contain information about the Annual Meeting of Stockholders of Editas Medicine, Inc., or (the ("Annual Meeting") to be held via the Internet at a virtual web conference at www.virtualshareholdermeeting.com/EDIT2020 on Wednesday, June 10, 2020 at 8:30 a.m. Eastern time. In light of the ongoing coronavirus disease of 2019 pandemic, we will be hosting our Annual Meeting virtually to support the health and well-being of our stockholders, employees, directors, and other meeting participants. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting online. Our stockholders are invited to be held on Thursday, June 15, 2017 at 1:00 p.m. Eastern time, atattend virtually, the company's headquarters, 11 Hurley Street, Cambridge, Massachusetts 02141.logistics of which are discussed more fully in the attached proxy statement. This means that you can attend the Annual Meeting online, vote your shares during the online meeting and submit questions during the online meeting by visiting the above-mentioned Internet site. The board of directors of Editas is using this proxy statement to solicit proxies for use at the Annual Meeting. In this proxy statement, unless expressly stated otherwise or the context otherwise requires, the use of "Editas," "our," "we" or "us" refers to Editas Medicine, Inc. and its wholly owned subsidiary.

Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting of Stockholders to be Held on June 15, 2017:10, 2020:

This proxy statement and our 20162019 Annual Report to Stockholders are
available for viewing, printing and downloading at http://www.proxyvote.com.

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, or 20162019 (the "2019 Annual Report,Report") as filed with the Securities and Exchange Commission or SEC,("SEC"), except for exhibits, will be furnished without charge to any stockholder upon written request to Editas Medicine, Inc., 11 Hurley Street, Cambridge, Massachusetts 02141. This proxy statement and our 2019 Annual Report on Form 10-K for the fiscal year ended December 31, 2016 are also available on the SEC's website at http://www.sec.gov.

On or about April 26, 2017,28, 2020, we will mail a Notice of Internet Availability of Proxy Materials or Notice,("Notice") to our stockholders (other than those who previously requested electronic or paper delivery of proxy materials), directing stockholders to a website where they can access our proxy materials, including this proxy statement and our 20162019 Annual Report, and view instructions on how to vote online or by telephone. If you would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive access to those materials via e-mail unless you elect otherwise.

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IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Purpose of the Annual Meeting

At the Annual Meeting, our stockholders will consider and vote on the following matters:

1.

Election of threetwo Class I directors to our board of directors (the "Board"), each to serve until the 20202023 annual meeting of stockholders;



2.

Approval, on an advisory basis, of the compensation paid to our named executive officers;



3.

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017;2020; and



3.4.

Transaction of any other business properly brought before the Annual Meeting or any adjournment or postponement thereof.of the Annual Meeting

As of the date of this proxy statement, we are not aware of any business to come before the Annual Meetingmeeting other than the first twothree items noted above.

Board of Directors Recommendation

Our board of directorsBoard unanimously recommends that you vote:

FOR the election of the threetwo nominees to serve as Class I directors on our board of directorsBoard, each for a three-year term;

FOR the approval, on an advisory basis, of the compensation of our named executive officers; and

FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017.2020.

Availability of Proxy Materials

The Notice regarding our proxy materials, including this proxy statement and our 20162019 Annual Report, is being mailed to stockholders on or about April 26, 2017.28, 2020. Our proxy materials are also available for viewing, printing and downloading on the Internet at http://www.proxyvote.com.

Who Can Vote atduring the Annual Meeting

Only stockholders of record at the close of business on the record date of April 18, 201715, 2020, are entitled to receive notice of the Annual Meeting and to vote the shares of our common stock that they held on that date. As of April 18, 2017,15, 2020, there were 41,345,28554,982,559 shares of our common stock issued and outstanding. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting.

Difference between a "stockholder of record" and a beneficial owner of shares held in "street name"

Stockholder of Record.    If your shares are registered directly in your name with our transfer agent, Computershare, then you are considered a "stockholder of record" of those shares. In this case, your Notice has been sent to you directly by us. You may vote your shares by proxy prior to the Annual Meeting by following the instructions contained on such Notice.

Beneficial Owners of Shares Held in Street Name.    If your shares are held in a brokerage account or by a bank, trust or other nominee or custodian, then you are considered the beneficial owner of those shares, which are held in "street name." In this case, your Notice has been forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to instruct that

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organization as to how to vote the shares held in your account by following the instructions contained on the voting instruction card provided to you by that organization.

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How to Vote

If you are a stockholder of record, you can vote your shares in one of two ways: either by proxy or in person atvirtually during the Annual Meeting. If you choose to vote by proxy, you may do so by telephone, via the Internet or by mail. Each of these methods is explained below.If you hold your shares of our common stock in multiple accounts, you should vote your shares as described in each set of proxy materials you receive.

•

By Telephone.  You may transmit your proxy voting instructions by calling 1-800-690-6903. You will need to have your Notice or proxy card in hand when you call.



•

Via the Internet.  You may transmit your proxy voting instructions via the Internet by accessing the website specified on the enclosed Notice or proxy card. You will need to have your Notice or proxy card in hand when you access the website.



•

By Mail.  If you received (or requested and received) a printed copy of the proxy materials, you may vote by proxy by completing, signing and dating the proxy card provided to you and returning it in the prepaid envelope provided to you.



•

In Person atVoting during the Annual Meeting.  You may vote in person at the Annual Meeting. We will give you a ballot when you arrive. If you are the beneficial owner of shares held in "street name" and you wish to vote in person atduring the Annual Meeting you must obtain a legalby accessing the website www.virtualshareholdermeeting.com/EDIT2020 and having your Notice or proxy from the organization that holds your shares and present it with your ballot to the inspector of election at the Annual Meeting.card in hand. Even if you plan to attend the Annual Meeting, we urge you to vote your shares by proxy in advance of the Annual Meeting so that if you should become unable to attend the Annual Meeting your shares will be voted as directed by you. YouOnline check-in will begin at 8:15 a.m. Eastern time on June 10, 2020. We will have technicians standing by and ready to assist you with any technical difficulties you may obtain directions tohave accessing the location ofvirtual meeting. If you encounter any difficulties accessing the virtual Annual Meeting by calling our officesduring the check-in or meeting time, please call the technical support number that will be posted on the log-in page at 617-401-9000.www.virtualshareholdermeeting.com/EDIT2020. Technical support will be available starting at 8:15 a.m. Eastern time on June 10, 2020.

Telephone and Internet voting prior to the Annual Meeting for stockholders of record will be available up until 11:59 p.m. Eastern time on June 14, 2017,9, 2020, and mailed proxy cards must be received by June 14, 201710, 2020 in order to be counted at the Annual Meeting. If the Annual Meeting is adjourned or postponed, these deadlines may be extended.

        The voting deadlines and availability of telephone and Internet voting for beneficial owners of shares held in "street name" will depend on the voting processes of the organization that holds your shares. Therefore, we urge you to carefully review and follow the voting instruction card and any other materials that you receive from that organization. Stockholders that own stock in "street name" as of the date may virtually attend the meeting and vote your shares online while attending the meeting with your control number included on your voting instruction form.

Ballot Measures Proposals Considered "Discretionary" and "Non-Discretionary"

If your shares are held in "street name," your bank, broker or other nominee may under certain circumstances vote your shares if you do not return voting instructions. Banks, brokers or other nominees are permitted to vote customers' shares for which they have received no voting instructions on specified routine, or "discretionary," matters, but they are not permitted to vote these shares on other non-routine, or "non-discretionary," matters.

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The election of directors (Proposal No. 1) isand the advisory vote on the compensation of our named executive officers (Proposal No. 2) are considered a non-discretionary mattermatters under applicable rules. Therefore, if your shares are held in "street name," your bank, broker or other nominee cannot vote on this matterthese matters without voting instructions from you.you and your shares will be counted as "broker non-votes." The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 20172020 (Proposal No. 2)3) is considered a discretionary matter under applicable rules. Therefore, if your shares are held in "street name," your bank, broker or other nominee may exercise discretionary authority to vote on this matter in the absence of voting instructions from you.

If you do not instruct your bank, broker or other nominee how to vote with respect to the election of directors (Proposal No. 1), your bank, broker or other nominee may not vote with respect to this proposal and your shares will be counted as "broker non-votes." Broker non-votes are shares that are

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held in "street name" by a bank, broker or other nominee that indicates on its proxy that it does not have or did not exercise discretionary authority to vote on a particular matter.

Quorum

A quorum of stockholders is necessary to hold a valid meeting. Our amended and restated by-laws provide that a quorum will exist if stockholders holding a majority of the shares of stock issued and outstanding and entitled to vote are present at the meeting in personvirtually or by proxy. If a quorum is not present, the meeting may be adjourned until a quorum is obtained.

For purposes of determining whether a quorum exists, we will count as present any shares that are voted over the Internet, by telephone, by completing and submitting a proxy by mail or that are represented in personvirtually at the Annual Meeting. Further, for purposes of establishing a quorum, we will count as present shares that a stockholder holds even if the stockholder votes to abstain or only votes on one of the proposals. In addition, we will count as present shares that are "broker non-votes."

Stockholder List

        A complete list of registered stockholders will be available at least 10 days prior to the meeting for inspection at our offices at 11 Hurley St., Cambridge, MA 02141. If you are unable to inspect this list in person, please contact our secretary by mail at Editas Medicine, Inc., 11 Hurley Street, Cambridge, Massachusetts 02141, Attention: Secretary, or by email at legal@editasmed.com to request such list. When making such request, please ensure that you have your Notice or proxy card available so that you can prove that you a registered stockholder. Such list will also be available for examination by the stockholders during the whole time of the Annual Meeting at www.virtualshareholdermeeting.com/EDIT2020.

Votes Required to Elect a Director and Ratify Appointment of Ernst & Young LLPApprove Proposals

To be elected, a director must receive a plurality of the votes cast by stockholders entitled to vote aton the meetingelection of directors (Proposal No. 1).

        To approve, on an advisory basis, the compensation of our named executive officers (Proposal No. 2), the holders of a majority of the shares voted on the matter and voting for or against such proposal must vote FOR the proposal. Because this vote is advisory and not binding on us or the Board in any way, the Board may decide that it is in our and our stockholders' best interests to compensate our named executive officers in an amount or manner that differs from that which is approved by our stockholders.

The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm requires the affirmative vote of a majority of the shares of common stock present or represented by proxy and voted "for" or "against" such matter (Proposal No. 2)3). If your shares are held by your brokerage firm in "street name" and you do not provide voting instructions with respect to your shares, your brokerage firm may vote your shares on Proposal 3. Although stockholder ratification of the audit committee's appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020 is not required, we believe that it is advisable to give stockholders an opportunity to ratify this appointment. If this proposal is not approved at the Annual Meeting, the audit committee may reconsider its appointment of Ernst &

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Young LLP as our independent registered public accounting firm for the year ended December 31, 2020.

Abstentions and broker non-votes will not be counted as votes cast or votesvoted on any of the proposals. Accordingly, abstentions and broker non-votes will have no effect on the voting on any of the proposals.

Method of Counting Votes

Each holder of common stock is entitled to one vote at the Annual Meeting on each matter to come before the Annual Meeting, including the election of directors, for each share held by such stockholder as of the record date. Votes cast in person atvirtually during the Annual Meeting or by proxy by mail, via the Internet or by telephone will be tabulated by the inspector of election appointed for the Annual Meeting, who will also determine whether a quorum is present.

Revoking a Proxy; Changing Your Vote

If you are a stockholder of record, you may revoke your proxy before the vote is taken at the meeting:

•

by submitting a new proxy with a later date before the applicable deadline either signed and returned by mail or transmitted using the telephone or Internet voting procedures described in the "How to Vote" section above;



•

by voting in person atonline during the meeting; or



•

by filing a written revocation with our corporate Secretary.secretary.

If your shares are held in "street name," you may submit new voting instructions by contacting your bank, broker or other organization holding your account. YouStockholders that own stock in "street name" as of such date may alsovirtually attend the meeting and vote in person at the Annual Meeting, which will have the effect of revoking any previously submitted voting instructions, if you obtain a legal proxy from the organization that holds your shares as described inonline while attending the "How to Vote" section above.meeting with your control number included on your voting instruction form.

Your virtual attendance at the Annual Meeting will not automatically revoke your proxy.

Table Questions at the Annual Meeting

        If you wish to submit a question on the day of Contentsthe Annual Meeting, beginning at 8:30 a.m. Eastern time, on Wednesday, June 10, 2020, you may log into, and ask a question on, the virtual meeting platform at www.virtualshareholdermeeting.com/EDIT2020. Our virtual Annual Meeting will be governed by our Rules of Conduct which will be posted in advance of the meeting at https://ir.editasmedicine.com/annual-meeting-materials. The Rules of Conduct will address the ability of stockholders to ask questions during the meeting, including rules on permissible topics, and rules for how questions and comments will be recognized and disclosed to meeting participants. All questions received from stockholders during the virtual Annual Meeting will be posted on our investor relations website at https://ir.editasmedicine.com/annual-meeting-materials as soon as practicable following the Annual Meeting.

Costs of Proxy Solicitation

We will bear the costs of soliciting proxies. In addition to solicitations by mail, our directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, facsimile, email, personal interviews and other means.

Voting Results

We plan to announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Annual Meeting.

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PROPOSAL NO. 1—ELECTION OF THREETWO CLASS I DIRECTORS

Our board of directorsBoard currently consists of seven members.six members, including a chairman of the Board. In accordance with the terms of our restated certificate of incorporation and our amended and restated by-laws, our board of directors is divided into three classes (Class I, Class II and Class III), with members of each class serving staggered three-year terms. The members of the classes are divided as follows:

•

the Class I directors are Alexis Borisy, Douglas G. Cole, M.D.,James C. Mullen and Akshay K. Vaishnaw, M.D., Ph.D., and their termterms will expire at the Annual Meeting;



•

the Class II directors are Kevin Bitterman, Ph.D.Cynthia Collins and Boris Nikolic, M.D.,Andrew Hirsch, and their term expiresterms will expire at the annual meeting of stockholders to be held in 2018;2021; and



•

the classClass III directors are Katrine S. BosleyJessica Hopfield, Ph.D., and John D. Mendlein, Ph.D., J.D.David T. Scadden, M.D., and their term expiresterms will expire at the annual meeting of stockholders to be held in 2019.2022.

Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires.

Our restated certificate of incorporation and our amended and restated by-laws provide that the authorized number of directors may be changed only by resolution of our board of directors.Board. Our restated certificate of incorporation and amended and restated by-laws also provide that our directors may be removed only for cause by the affirmative vote of the holders of at least 75% of the votes that all our stockholders would be entitled to cast in an annual election of directors, and that any vacancy on our board of directors,Board, including a vacancy resulting from an enlargement of our board of directors,Board, may be filled only by vote of a majority of our directors then in office.

Our board of directorsBoard has nominated Mr. BorisyMullen and Drs. Cole andDr. Vaishnaw for election as Class I directors at the Annual Meeting. Each of the nominees is presently a director, and each has indicated a willingness to continue to serve as director, if elected. If a nominee becomes unable or unwilling to serve, however, the proxies may be voted for substitute nominees selected by our board of directors.Board.

We have no formal policy regarding board diversity, but our Corporate Governance Guidelines provide that the background and qualifications of the members of our board of directorsBoard considered as a group should provide a significant breadth of experience, knowledge, and ability to assist our board of directorsBoard in fulfilling its responsibilities. Our priority in selection of boardBoard members is identification of members who will further the interests of our stockholders through their established records of professional accomplishment, the ability to contribute positively to the collaborative culture among our boardBoard members, knowledge of our business, understanding of the competitive landscape in which we operate and adherence to high ethical standards. Certain individual qualifications and skills of our directors that contribute to our board of directors'Board's effectiveness as a whole are described in the following paragraphs.

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Nominees for Election as Class I Directors

Biographical information, including principal occupation and business experience during the last five years, for our nominees for election as Class I directors at our Annual Meeting is set forth below.

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The board of directorsOur Board recommends voting "FOR" the election of Alexis Borisy, Douglas G. Cole, M.D.,James C. Mullen and Akshay K. Vaishnaw, M.D., Ph.D., as Class I directors, for a three-year term ending at the annual meeting of stockholders to be held in 2020.2023.

Any properly submitted proxy will be voted in favor of the nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as directors if elected. However, if any nominee is unable to serve or for good cause will not serve as a director, the persons named in the proxy intend to vote in their discretion for one or more substitutes who will be designated by our boardBoard.

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Directors Continuing in Office

Biographical information, including principal occupation and business experience during the last five years, for our directors continuing in office after the Annual Meeting is set forth below.

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There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director.

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There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or any of our subsidiaries.

Executive Officers Who Are Not Directors

Biographical information for our current executive officers who are not directors is listed below.

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PROPOSAL NO. 2—RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2017

Our stockholders are being asked to ratify the appointment by the audit committee of the board of directors of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017.

The audit committee is solely responsible for selecting our independent registered public accounting firm for the fiscal year ending December 31, 2017. Stockholder approval is not required to appoint Ernst & Young LLP as our independent registered public accounting firm. However, our board of directors believes that submitting the appointment of Ernst & Young LLP to the stockholders for ratification is good corporate governance. If the stockholders do not ratify this appointment, the audit committee will reconsider whether to retain Ernst & Young LLP. If the selection of Ernst & Young LLP is ratified, the audit committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interest of our company and our stockholders.

A representative of Ernst & Young LLP is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions from our stockholders.

We incurred the following fees from Ernst & Young LLP for the audit of the consolidated financial statements and for other services provided during the years ended December 31, 2016 and 2015.

The aggregate fees included in the Audit Fees are those fees billed for the fiscal year. The aggregate fees included in the Tax Fees are those fees billed in the fiscal year.

Audit Committee Pre-Approval Policy and Procedures

The audit committee of our board of directors has adopted policies and procedures for the pre-approval of audit and non-audit services for the purpose of maintaining the independence of our independent auditor. We may not engage our independent auditor to render any audit or non-audit service unless either the service is approved in advance by the audit committee, or the engagement to render the service is entered into pursuant to the audit committee's pre-approval policies and procedures. Notwithstanding the foregoing, pre-approval is not required with respect to the provision of services, other than audit, review or attest services, by the independent auditor if the aggregate amount of all such services is no more than 5% of the total amount paid by us to the independent auditor

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during the fiscal year in which the services are provided, such services were not recognized by us at the time of the engagement to be non-audit services and such services are promptly brought to the attention of the audit committee and approved prior to completion of the audit by the audit committee.

From time to time, our audit committee may pre-approve services that are expected to be provided to us by the independent auditor during the following 12 months. At the time such pre-approval is granted, the audit committee must identify the particular pre-approved services in a sufficient level of detail so that our management will not be called upon to make a judgment as to whether a proposed service fits within the pre-approved services and, at each regularly scheduled meeting of the audit committee following such approval, management or the independent auditor shall report to the audit committee regarding each service actually provided to us pursuant to such pre-approval. The audit committee has delegated to its chairman the authority to grant pre-approvals of audit or non-audit services to be provided by the independent auditor. Any approval of services by the chairman of the audit committee is reported to the committee at its next regularly scheduled meeting.

During our 2016 and 2015 fiscal years, no services were provided to us by Ernst & Young LLP other than in accordance with the pre-approval policies and procedures described above.

The board of directors recommends voting "FOR" Proposal No. 2 to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017.

Any properly submitted proxy will be voted in favor of the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017 unless a contrary specification is made in the proxy.

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CORPORATE GOVERNANCE

Director Nomination Process

Our        The nominating and corporate governance committee of our Board (the "Nominating and Corporate Governance Committee") is responsible for identifying individuals qualified to serve as directors, consistent with criteria approved by our board,Board, and recommending the persons to be nominated for election as directors, except where we are legally required by contract, law or otherwise to provide third parties with the right to nominate.nominate directors.

The process followed by our nominatingthe Nominating and corporate governance committeeCorporate Governance Committee to identify and evaluate director candidates includes requests to boardBoard members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the committee and our board.Board. The qualifications, qualities and skills that our nominatingthe Nominating and corporate governance committeeCorporate Governance Committee believes must be met by a committee-recommended nominee for a position on our board of directorsBoard are as follows:

•

Nominees should have a reputation for integrity, honesty and adherence to high ethical standards.



•

Nominees should have demonstrated business acumen, experience and ability to exercise sound judgments in matters that relate to our current and long-term objectives and should be willing and able to contribute positively to our decision-making process.



•

Nominees should have a commitment to understand our company and our industry and to regularly attend and participate in meetings of our board of directorsBoard and its committees.



•

Nominees should have the interest and ability to understand the sometimes conflicting interests of our various constituencies, which include stockholders, employees, customers, governmental units, creditors and the general public, and to act in the interests of all stockholders.



•

Nominees should not have, nor appear to have, a conflict of interest that would impair the nominee's ability to represent the interests of all of our stockholders and to fulfill the responsibilities of a director.



•

Nominees shall not be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law. The value of diversity on our board of directorsBoard is considered.



•

Nominees should normally be able to serve for at least three years before reaching the age of 75.

The nominatingNominating and corporate governance committeeCorporate Governance Committee may use a third party search firm in those situations where particular qualifications are required or where existing contacts are not sufficient to identify an appropriate candidate. During 2019, we engaged a third party search firm to identify appropriate director candidates for our Board and such firm identified David T. Scadden, M.D., who was appointed to our Board during 2019.

Stockholders may recommend individuals to the nominatingNominating and corporate governance committeeCorporate Governance Committee for consideration as potential director candidates. Any such proposals should be submitted to our corporate secretary at our principal executive offices and should include appropriate biographical and background material to allow the nominatingNominating and corporate governance committeeCorporate Governance Committee to properly evaluate the potential director candidate and the number of shares of our stock beneficially owned by the stockholder proposing the candidate. The specific requirements for the information that is required to be provided for such recommendations to be considered are specified in our amended and restated by-laws and must be received by us no later than the date referenced below under the heading "Stockholder

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"Stockholder Proposals." Assuming that biographical and background material has been provided on a timely basis, any recommendations received from stockholders will be evaluated in the same manner as potential nominees proposed by the nominatingNominating and corporate governance committee.Corporate Governance Committee. If our board of

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directorsBoard determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included on our proxy card for the next annual meeting.

Director Independence

Rule 5605 of the NASDAQNasdaq Listing Rules requires a majority of a listed company's board of directors to be comprised of independent directors within one year of listing. In addition, the NASDAQNasdaq Listing Rules require that, subject to specified exceptions, each member of a listed company's audit, compensation and nominating and corporate governance committees be independent under the Securities Exchange Act of 1934, as amended or the Exchange Act.(the "Exchange Act"). Audit committee members must also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act, and compensation committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. Under Rule 5605(a)(2), a director will only qualify as an "independent director" if, in the opinion of our board of directors,Board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. In order to be considered independent for purposes of Rule 10C-1, the board must consider, for each member of a compensation committee of a listed company, all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director's ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: the source of compensation of the director, including any consulting advisory or other compensatory fee paid by such company to the director; and whether the director is affiliated with the company or any of its subsidiaries or affiliates. In January 2017, our board of directors undertook a review of

        Our Board has reviewed the composition of our board of directorsBoard and its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directorsBoard has determined that each of Mr. BorisyDrs. Hopfield, Scadden and Drs. Cole, Mendlein, NikolicVaishnaw and VaishnawMessrs. Mullen and Hirsch is an "independent director" as defined under NASDAQNasdaq Listing Rules. Our board of directorsBoard has also determined that Mr. BorisyMessrs. Mullen and Drs. ColeHirsch and Nikolic,Dr. Hopfield, who comprise ourthe audit committee of our Board (the "Audit Committee"), and Drs. Cole, MendleinMessrs. Mullen and Hirsch and Dr. Vaishnaw, who comprise ourthe organization, leadership and compensation committee of our Board (the "Compensation Committee"), satisfy the independence standards for such committees established by the SEC and the NASDAQNasdaq Listing Rules, as applicable. In making such determination, our board of directorsBoard considered the relationships that each such non-employee director has with our company and all other facts and circumstances our board of directorsBoard deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director.

        Cynthia Collins served on our Board Committeesfor all of the fiscal year ended December 31, 2019, and Katrine Bosley served on our Board for a portion of such year, but they did not serve on any committee of the Board and were not determined to be independent directors as defined under Nasdaq Listing Rules.

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Board Committees

Our board of directorsBoard has established an audit committee, a compensation committee,four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and a nominatingscience and corporate governance committee.technology committee (the "Science and Technology Committee") and may from time to time form such other committees that the Board deems necessary. Each of the audit committee, compensation committee,Audit Committee, Compensation Committee, Nominating and nominatingCorporate Governance Committee and corporate governance committeethe Science and Technology Committee operates under a charter, and each such committee reviews its respective charter at least annually. A current copy of the charter for each of the audit committee, compensation committee,Audit Committee, Compensation Committee, the Nominating and Corporate Governance Committee and the nominatingScience and corporate governance committeeTechnology Committee is posted on the corporate governance section of the "Investors & Media""Investors" section on our website, which is located athttp://www.editasmedicine.com.

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Audit Committee

The members of our audit committeethe Audit Committee are Alexis Borisy, Douglas G. Cole, M.D.,Andrew Hirsch, James C. Mullen and Boris Nikolic, M.D.Jessica Hopfield, Ph.D. Mr. BorisyHirsch is the chair of our audit committee.the Audit Committee. Our board of directorsBoard has determined that each of Mr. Borisy and Drs. Cole and NikolicHirsch is independent within the meaning of Rule 10A-3 under the Exchange Act. Our board of directors has determined that we do not have an "audit committee financial expert"expert," as defined byin applicable SEC rules serving on our audit committee. Our board of directors believes that, given the size and stage of development of our company, an audit committee financial expert is not necessary at this time because the collective financial and business expertise of the members of the audit committee is sufficient to satisfy the functions of the audit committee under the terms of the audit committee charter.rules. In making this determination, our board of directorsBoard has considered the formal education and nature and scope of our audit committeethe Audit Committee members' previous experience, coupled with past and present service on various audit committees. Our audit committeeThe Audit Committee assists our board of directorsBoard in its oversight of our accounting and financial reporting process and the audits of our consolidated financial statements. The audit committeeAudit Committee met four9 times during the year ended December 31, 2016,2019, including telephonic meetings. Our audit committee'sThe Audit Committee's responsibilities include:

•

appointing, approving the compensation of, and assessing the independence of the registered public accounting firm;



•

overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from such firm;



•

reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly consolidated financial statements and related disclosures;



•

monitoring our internal control over financial reporting, disclosure controls and procedures, and code of business conduct and ethics;



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overseeing our internal audit function, if any;



•

discussing our risk management policies;



•

establishing procedures for the receipt and retention of accounting related complaints and concerns;



•

meeting independently with our internal auditing staff, our independent registered public accounting firm, and management;



•

reviewing and approving or ratifying any related person transactions; and



•

preparing the audit committeeAudit Committee report required by SEC rules.

All audit services to be provided to us and all non-audit services, other thande minimis non-audit services, to be provided to us by our registered public accounting firm must be approved in advance by our audit committee.the Audit Committee.

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Organization, Leadership and Compensation Committee

The members of our compensation committeethe Compensation Committee are Douglas G. Cole, M.D., John D. Mendlein, Ph.D., J.D.,James C. Mullen, Andrew Hirsch and Akshay K. Vaishnaw, M.D., Ph.D. Dr. MendleinMr. Mullen is the chair of our compensation committee. Our board of directors has determined that each of Drs. Cole, Mendlein, and Vaishnaw is independent within the meaning of Rule 10C-1 under the Exchange Act. Our compensation committeeCompensation Committee. The Compensation Committee assists our board of directorsBoard in the discharge of its responsibilities relating to the compensation of our executive

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officers.senior management. The compensation committeeCompensation Committee met five10 times during the year ended December 31, 2016,2019, including telephonic meetings. Our compensation committee'sThe Compensation Committee's responsibilities include:

•

reviewing and making recommendations to our board of directorsBoard with respect to the compensation of our Chief Executive Officer;chief executive officer;



•

reviewing and approving, or making recommendations to our board of directorsBoard with respect to, the compensation of our other executive officers;officers and senior management;



•

overseeing the evaluation and leadership development of our senior executives;executives, including reviewing development, retention and succession plans for such senior executives, excluding succession planning for our chief executive officer;



•

assessing, monitoring and making recommendations to our Board with respect to our organizational health, leadership development programs and processes designed to attract, motivate, develop and retain employees;



•

reviewing and making recommendations to our board of directorsBoard with respect to our incentive compensation and equity basedequity-based compensation plans;



•

overseeing and administering our equity basedequity-based plans;



•

reviewing and making recommendations to our board of directorsBoard with respect to director compensation;



•

reviewing and discussing with management our "Compensation Discussion and Analysis" disclosure to the extent such disclosure is required by SEC rules;disclosure; and



•

preparing the compensation committee report to the extent required by SEC rules.rules, which is included in this proxy statement.

The compensation committeeCompensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees, as well as outside advisors or consultants, may be invited by the compensation committeeCompensation Committee to make presentations, to provide financial or other background information or advice, or to otherwise participate in compensation committeeCompensation Committee meetings. No officer may participate in, or be present during, any deliberations or determinations of the compensation committeeCompensation Committee regarding the compensation for such officer or any immediate family member of such officer. The charter of the compensation committeeCompensation Committee grants the compensation committeeCompensation Committee full access to all of our books, records, facilities, and personnel, as well as authority to obtain, at our expense, advice and assistance from internal and external legal, accounting, or other advisors and consultants, and other external resources that the compensation committeeCompensation Committee considers necessary or appropriate in the performance of its duties. In particular, the compensation committee may, in itsCompensation Committee has the sole discretion,authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant's reasonable fees and other retention terms.

The compensation committee engaged Pearl Meyer, as its compensation consultant during 2016. Our compensation committee considered        Historically, the relationship that Pearl Meyer has with us, the members of our Board of Directors and our executive officers. Based on the committee's evaluation, the compensation committee has determined that no conflicts of interest exist between the company and Pearl Meyer.

Pearl Meyer assisted the committee in conducting a competitive compensation assessment for our executive officers for the fiscal year ended December 31, 2016, as well as in connection with determination of compensation for executive officers we hired in 2016. In evaluating the total compensation of our executive officers, the compensation committee, with the assistance of Pearl Meyer, established a peer group of 22 publicly traded companies in the biopharmaceutical industry that was comprised of companies whose market capitalization, number of employees, maturity of product development pipeline and area of therapeutic focus are similar to ours.

Pearl Meyer also supplemented the peer group information with published survey data, which provided a broader market representation of companies and deeper position reporting.

Historically, our compensation committeeCompensation Committee reviews all compensation components including base salary, bonus, benefits and equity incentives, and other perquisites, as well as severance arrangements, change-in-control benefits and other forms of executive officer compensation and provides a

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recommendation to the Board on the compensation of our Chief Executive Officer and our otherchief executive officers to our board of directors.officer. In addition, the compensation committeeCompensation Committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of our compensation strategy, potential

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modifications to that strategy, and new trends, plans, or approaches to compensation, at various meetings throughout the year. The compensation committeeCompensation Committee also makes recommendations to our board of directorsBoard regarding the compensation of non-employee directors and has the authority to administer our equity-based plans.

Under its charter, the compensation committeeCompensation Committee may form, andfrom time to time delegate authority to subcommittees consisting of independent directors, as it deems appropriate. Pursuant to our 2015 Stock Incentive Plan, the compensation committeeCompensation Committee has delegated to our Chief Executive Officerchief executive officer the authority to approve grants of stock options to employees who are not executive officers subject to certain limitations for each level of employment and an annual aggregate maximum amount of awards that can be granted pursuant to such delegated authority.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our board of directors or our compensation committee. Dr. Bitterman, a member of our compensation committee from January 2016 to January 2017, served as our President from November 2013 until June 2014.

Nominating and Corporate Governance Committee

The members of our nominatingthe Nominating and corporate governance committeeCorporate Governance Committee are Douglas G. Cole, M.D., John D. Mendlein,James C. Mullen, Jessica Hopfield, Ph.D., J.D., and Boris Nikolic,David T. Scadden, M.D. Dr. MendleinMr. Mullen is the chair of our nominatingthe Nominating and corporate governance committee.Corporate Governance Committee. The nominatingNominating and corporate governance committeeCorporate Governance Committee met three6 times during the year ended December 31, 2016,2019, including telephonic meetings. Our nominatingThe Nominating and corporate governance committee'sCorporate Governance Committee's responsibilities include:

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identifying individuals qualified to become members of our board of directors;Board;



•

recommending to our board of directorsBoard the persons to be nominated for election as directors and to each of our board of directors'Board's committees;



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developing and recommending to our board of directorsBoard corporate governance principles;



•

overseeing succession planning for our chief executive officer; and



•

overseeing periodic evaluations of our board of directors.Board.

Science and Technology Committee

        The members of the Science and Technology Committee are Jessica Hopfield, Ph.D., David T. Scadden, M.D. and Akshay K. Vaishnaw, M.D., Ph.D. Dr. Vaishnaw is the chair of the Science and Technology Committee. The Science and Technology Committee met 5 times during the year ended December 31, 2019. Our Science and Technology Committee's responsibilities include:

•

assisting our Board's oversight of our research and development activities and advising the Board with respect to strategic and tactical scientific issues;



•

reviewing, evaluating, and advising our Board and management regarding our long-term strategic goals and objectives and the quality and direction of our research and development program;



•

monitoring and evaluating trends in research and development, and recommending to our Board and management emerging technologies for building our technological strength;



•

recommending approaches to acquiring and maintaining technology positions (including but not limited to contracts, grants, collaborative efforts, alliances, and capital);



•

advising our Board and management on the scientific aspects of business development transactions;



•

regularly reviewing our research and development pipeline;



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assisting our Board with its oversight responsibility for enterprise risk management in areas affecting our research and development; and



•

reviewing such other topics as delegated to the Science and Technology Committee from time to time by our Board.

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Board and Committee Meetings Attendance

The full board of directorsBoard met 1411 times during 2016.2019. During 2016,2019, each member of the board of directors, other than Dr. Cole,Board attended in person or participated in 75% or more of the aggregate of (i) the total number of meetings of the board of directorsBoard (held during the period for which such person has been a director) and (ii) the total number of meetings held by all committees of the board of directorsBoard on which such person served (during the periods that such person served).

Director Attendance at Annual Meeting of Stockholders

Although we do not have a formal policy regarding attendance by members of our board of directorsBoard at our annual meeting of stockholders, we encourage all of our directors to attend. We did not hold anAll members of our Board attended our 2019 annual meeting of stockholders, during the time we were a public company in 2016.except Mr. Hirsch.

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Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code is posted under the heading "Corporate Governance" on the Investors & Media section of our website, which is located athttp://www.editasmedicine.com. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.

Corporate Governance Guidelines

Our board of directorsBoard has adopted corporate governance guidelines to assist in the exercise of its duties and responsibilities and to serve the best interests of our company and our stockholders. The guidelines provide that:

•

our board'sBoard's principal responsibility is to oversee the management of our company;



•

except as required by NASDAQNasdaq rules, a majority of the members of our boardBoard must be independent directors;



•

the independent directors meet in executive session at least twice a year;



•

directors have full and free access to management and, as necessary, independent advisors; and



•

our nominatingthe Nominating and corporate governance committeeCorporate Governance Committee will oversee periodic self-evaluations of the boardBoard to determine whether it and its committees are functioning effectively.effectively

A copy of the corporate governance guidelines is posted under the heading "Corporate Governance" on the Investors & Media section of our website, which is located athttp://www.editasmedicine.com.

Board Leadership Structure and Board's Role in Risk Oversight

Our amended and restated by-laws and Corporate Governance Guidelines provide        In March 2018, our board of directors with flexibility to combine or separate the positions of ChairmanBoard appointed James C. Mullen, an independent director under applicable Nasdaq rules, as chairman of the Board, and Chief Executive Officer and/ora role he has served in since then. Prior to implement the role of Lead Independent Director in accordance with its determination that utilizing one or the other structure would be in the best interests of our company. At this time,Mr. Mullen's appointment, we dodid not have a Chairmanchairman of the Board. Mr. Mullen's duties as chairman of the Board include determining the frequency and length of board meetings, recommending when special meetings of the Board should be held, preparing or approving the agenda for each Board meeting, chairing meetings of our independent directors, meeting with any director who is not adequately performing his or her duties as a member of the Board or a Lead Independent Director.any committee of the Board, facilitating communications between management and the Board, and assisting with other corporate governance matters. Our board

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Board believes that separating the duties of the chairman of the Board from the duties of our chief executive officer enhances the Board's oversight of, and independence from, management, while also allowing our company ischief executive officer to focus on our day-to-day business operations instead of Board administration. The Board evaluates our Board leadership structure from time to time and may recommend or implement further alterations of this structure in the responsibility of our board of directors as a whole, and this responsibility can be properly discharged without a Chairman and Lead Independent Director.future.

Risk is inherent with every business and how well a business manages risk can ultimately determine its success. We face a number of risks, including those described under "Risk Factors" in our 20162019 Annual Report.Report and in the other reports we file with the SEC from time to time. Our board of directorsBoard is actively involved in oversight of risks that could affect us. This oversight is conducted primarily by our full board of directors,Board, which has responsibility for general oversight of risks. Our board of directorsBoard oversees our risk management processes directly and through its committees. Our management is responsible for risk management on a day-to-day basis and our boardBoard and its committees oversee the risk management activities of management. Our board of directorsBoard satisfies this responsibility through full reports by each committee chair regarding the committee's considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within our company. Our audit committeecompany, including those related to any potential security breaches. The Audit Committee oversees risk management activities related to financial controls, and legal and compliance risks and cybersecurity risks. Our compensation committeeThe Compensation Committee oversees risk management activities relating to our compensation policies and practices. Our nominatingpractices, our organizational health and corporate governance committeesuccession planning for the members of our senior management. The Nominating and Corporate Governance Committee oversees risk management activities relating to boardour Board's composition and management succession planning.planning for our chief executive officer. In addition, members of our senior management

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team attend our quarterly boardBoard meetings and are available to address any questions or concerns raised by the boardBoard on risk management and any other matters. Our board of directorsBoard believes that full and open communication between management and the board of directorsBoard is essential for effective risk management and oversight.

Communication with Our Directors

Any interested party with concerns about our company may report such concerns to the board of directors or otherwise the chairman of the nominating and corporate governance committee,our Board by submitting a written communication to the attention of such directorour corporate secretary or the chairman of the Board at the following address:

c/o Editas Medicine, Inc.
11 Hurley Street
Cambridge, Massachusetts 02141
United States

You may submit your concern anonymously or confidentially by postal mail. You may also indicate whether you are a stockholder, customer, supplier, or other interested party.

A copy of any such written communication may also        Communications will be forwarded to our legal counsel and a copy of such communication may be retained for a reasonable period of time. The director may discuss the matter with our legal counsel, with independent advisors, with non-management directors, or with our management, or may take other action or no action as the director determines in good faith, using reasonable judgment, and discretion. Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that the chairman of the boardBoard (if one is appointed and is an independent director), the lead director (if one is appointed) or otherwise the chairman of the nominating and corporate governance committee, subject to the advice and assistance of counsel, consider to be important for the directors to know. In general, communications relating to corporate governance and corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we receive repetitive or duplicative communications.

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EXECUTIVE AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

Overview

This section discusses the principles underlying our policies and decisions with respect to all material elements of the compensation of our named executive compensation policies for our "named executive officers" and the most important factors relevant to an analysis of these policies. It provides qualitative information regarding the manner and context in which compensation is awarded to and earned by ourofficers.

        Our named executive officers named infor the "Summary Compensation Table" below, or our "named executive officers," and is intended to place in perspective the data presented in the following tables and the corresponding narrative.

2016 Summary Compensation Table

The following table sets forth information regarding compensation earned by our President and Chief Executive Officer during thefiscal year ended December 31, 20152019, were:

•

Cynthia Collins, our president and bychief executive officer;



•

Charles Albright, Ph.D., our Presidentexecutive vice president and chief scientific officer;



•

Judith Abrams, M.D., our chief medical officer;



•

Katrine S. Bosley, our former president and chief executive officer, who ceased serving as our president and chief executive officer on March 1, 2019;



•

Erik Ek, our former interim chief financial officer, who ceased serving as our interim chief financial officer on January 8, 2020;



•

Andrew A.F. Hack, M.D., Ph.D., our former chief financial officer, who ceased serving as our chief financial officer on March 1, 2019; and



•

Vic Myer, Ph.D., our former chief technology officer, who ceased serving as our chief technology officer on October 7, 2019.

        During 2019, we experienced significant management changes. In early 2019, we announced that Ms. Bosley would be leaving Editas on March 1, 2019 and that Ms. Collins, then a director of our company, would be appointed as interim chief executive officer. Previously, in December 2018, Dr. Hack, our previous chief financial officer, had announced his resignation effective March 1, 2019 and we engaged FTI Consulting, Inc. ("FTI") for the services of Mr. Ek, who served as our interim chief financial officer from March 2019 until January 8, 2020.

        In August 2019, we announced that Ms. Collins had accepted the position as our permanent chief executive officer. Additionally, in August 2019, Dr. Albright, who has served as our chief scientific officer since 2016, was promoted to the position of executive vice president and chief scientific officer. In October 2019, Dr. Abrams joined us as chief medical officer. In addition, in October 2019, Dr. Myer left our company. On January 9, 2020, Michelle Robertson joined as our chief financial officer.

        For a discussion of the compensation paid to Ms. Collins, Dr. Abrams, Mr. Ek and Ms. Bosley, please see "—Compensation of Our New Chief Executive Officer, Chief Scientific Officer and" "—Compensation of Our New Chief Medical Officer, during" and "—Employment, Severance, Change in Control Arrangements, Separation and Consulting Arrangements." The compensation we agreed to pay Ms. Collins resulted from negotiations between our Compensation Committee and Ms. Collins, and reflects the year ended December 31, 2016.

Name and Principal Position		Year			Salary ($)			Option Awards ($)(1)			Non-Equity Incentive Plan Compensation ($)(2)			Total ($)
Katrine S. Bosley(3)			2016			450,000			429,255			222,750			1,102,005
President and Chief Executive Officer			2015			386,200			—			121,653			507,853
Charles Albright, Ph.D.(4)			2016			136,538			2,506,028			44,297			2,686,863
Chief Scientific Officer
Gerald Cox, M.D., Ph.D.			2016			100,000			2,367,450			—			2,467,450
Chief Medical Officer(5)

---

(1)

Reflectscompensation required, initially, to secure her services on an interim basis and the aggregate grant date fair valuetemporary nature of stockthe position, and option awards granted duringlater to hire her as our permanent chief executive officer. The compensation we agreed to pay Dr. Abrams reflects the yearcompensation negotiated with her in question calculatedconnection with her hire in accordance with the provisions of Financial Accounting Standards Board Accounting Standard Codification Topic 718,Compensation—Stock Compensation. See Note 11 to our audited consolidated financial statements appearing in our 2016 Annual Report for assumptions underlying the valuation of equity awards.

(2)

2016 amounts represent a cash bonus award earned by our President and Chief Executive Officer and our Chief Scientific Officer during 2016 andlate 2019. The compensation paid to eachMr. Ek reflects the negotiated terms between our company and his employer, FTI, and the temporary role he was asked to play at our company. For a discussion of themthe letter agreement we entered into with Ms. Bosley in 2017. 2015 amounts representconnection with her departure from our company see "—Employment, Severance, Change in Control Arrangements, Separation and Consulting Arrangements."

        As a cash bonus award earned by our President and Chief Executive Officer during 2015 andresult of these special circumstances, the compensation paid to her in 2016.

(3)

Ms. Bosley also serves as a member of our board of directors but does not receive any additional compensation for her service as a director.

(4)

Collins, Dr. Albright's employment commenced with us in August 2016. The 2016 salary and non-equity incentive plan compensation amounts reported reflect the pro rata portion of Dr. Albright's annual salary of $375,000 from commencement of his employment through December 31, 2016 and a pro-rated bonus.

(5)

Dr. Cox's employment commenced with us in October 2016. The 2016 salary reported reflects the pro rata portion of Dr. Cox's annual salary of $400,000 from commencement of his employment through December 31, 2016. Dr. Cox was not eligible for a bonus in 2016 due to his start date occurring in the fourth quarter of 2016.

Narrative Disclosure to Summary Compensation Table

Base Salary.    In 2016, we paid an annual base salary of $450,000 toAbrams, Ms. Bosley and $136,538Mr. Ek varies from the compensation for our other named executive officers and $100,000 to Drs. Albright and Cox, which represents a pro rata portion of an annual base salary of $375,000 and $400,000, respectively. In 2015, we paid an annual base salary of $386,200 to Ms. Bosley.from

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our historical practices. In addition, Ms. Bosley, Dr. Hack and Mr. Ek were not included in the annual compensation review undertaken by the Compensation Committee in 2019 and are excluded from the discussion below under "—Executive Compensation Elements & Decisions."

Say-on-Pay Vote Results

        At our 2019 annual meeting of stockholders, we conducted a non-binding advisory vote on the compensation of our named executive officers, commonly referred to as a "say-on-pay" vote, in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Over 96% of the votes cast by stockholders on this proposal, excluding broker non-votes and abstaining votes, were cast in support of the compensation paid to our named executive officers. While this vote is a non-binding advisory vote, our Compensation Committee and Board take the voting results into account in determining the compensation of our named executive officers. Given the strong level of support evidenced by last year's say-on-pay vote, among other factors, and except for compensation paid to named executive officers that served on an interim basis or were hired in 2019, our Compensation Committee decided to maintain our general approach to executive compensation and made no significant changes to our executive compensation program this year.

        Our Compensation Committee and Board will continue to consider stockholder input and monitor our executive compensation program to ensure it aligns the interests of our named executive officers with the interests of our stockholders and adequately addresses any stockholder concerns that may be expressed in future votes. Consistent with the recommendation of our Board and the preference of our stockholders as reflected in the non-binding advisory vote on the frequency of future "say-on-pay" votes conducted at our 2019 annual meeting of stockholders, our stockholders will have an opportunity annually to cast an advisory vote in connection with compensation for our named executive officers.

About Editas Medicine

We useare a leading, clinical stage genome editing company dedicated to developing potentially transformative genomic medicines to treat a broad range of serious diseases. Our mission is to translate the promise of genome editing into a broad class of differentiated, transformational medicines for diseases of high unmet need.

Compensation Objectives and Philosophy

        Our compensation programs are designed to attract and retain qualified and talented executives, motivate such executives to achieve our business goals and reward them for short-and long-term performance with a simple and clear compensation structure. To achieve its objectives, the

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Compensation Committee structures our executives' compensation with a number of elements, each with its own focus and purpose.

Element of Pay		Purpose		Targeted Market Positioning
Base Salary		Provide a fixed amount of compensation that reflects each executive's role, level of experience, and performance.		Within a competitive range
Annual Performance-based Cash Bonuses		Motivate the achievement of business goals that the Compensation Committee believes are important to the overall success of the business and will enhance stockholder value over time.		50th Percentile
Equity Incentives		Assist in retaining our named executive officers and aligning their interests with those of our stockholders by allowing them to participate in the longer-term success of our company as reflected in the appreciation of our stock price.		50th Percentile
Other Benefits		Provide benefits, including severance, to our named executive officers that protect their health and welfare and allow them to focus on achieving our mission and objectives.		Within a competitive range

        The Compensation Committee retains the authority and flexibility to vary the compensation of any individual named executive officer from the targeted pay framework, based on the unique responsibilities and requirements of his or her position, his or her experience and qualifications, internal parity relative to similar positions within our company, and individual or company performance relative to performance goals and our selected peer group to ensure appropriate pay-for-performance alignment. While we do not have a formal or informal policy for allocating between long-term and short-term compensation, between cash and non-cash compensation or among different forms of non-cash compensation, historically, a majority of the compensation for our named executive officers is long-term compensation, balanced with sufficient short-term incentives to encourage consistently strong performance. The charts below illustrate the balance of compensation for Ms. Collins, our current chief executive officer, based on the annualized compensation paid to her in her capacity as our permanent chief executive officer in 2019, and for Drs. Albright and Abrams, the two other named executive officers that remain officers of our company.

CEO 2019 Compensation Mix(1)		Average of Other Named Executive Officers 2019 Compensation Mix

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(1)

Does not include the compensation, including equity awards, paid to Ms. Collins in connection with her service as a non-employee director of our company and as our interim chief executive

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officer during 2019. Additionally, her base salary and performance-based cash bonus for her service as our permanent chief executive officer during 2019 has been annualized for purposes of this graph.

Executive Compensation Process

Role of our Compensation Committee. The Compensation Committee is responsible for, among other things, reviewing and approving, or recommending for approval by our Board, the compensation of our executive officers and our senior management, including salary, bonus and incentive compensation levels, equity compensation (including awards to induce employment), severance arrangements, change-in-control benefits and other forms of executive officer compensation. A full description of the Compensation Committee's role and responsibilities is in the Compensation Committee's charter, which is available on our website.

Role of Management. As a part of determining named executive officer performance and compensation, the Compensation Committee receives recommendations from our chief executive officer (except with respect to her own compensation and performance). Our chief executive officer's performance and compensation is approved by our Board based upon the recommendation of the Compensation Committee. The evaluation of each of our named executive officers is based on our overall corporate performance against annual goals that are approved by our Board at the beginning of each year, as discussed in more detail below. At the invitation of the Compensation Committee, certain members of our senior management also participate in Compensation Committee meetings to share their perspective and relevant information on topics that the Compensation Committee is discussing.

Role of the Compensation Committee's Independent Compensation Consultant. The Compensation Committee has the sole authority to retain, at our expense, one or more third-party compensation consultants to assist the committee in performing its responsibilities. The Compensation Committee may terminate the services of the consultant if the Compensation Committee deems it appropriate. The Compensation Committee utilized the services of Pearl Meyer & Partners, LLC ("Pearl Meyer") to assist it in fulfilling its responsibilities in 2018, 2019 and 2020. Pearl Meyer was retained exclusively by the Compensation Committee and has not been retained by management to perform any work for our company other than projects performed at the direction of the Compensation Committee. Pearl Meyer provided analysis and recommendations regarding:

•

trends and emerging topics with respect to executive compensation;



•

peer group selection for executive compensation benchmarking;



•

compensation practices of the selected peer group;



•

compensation philosophy and programs, including risk assessment, for executives; and



•

stock utilization and other relevant metrics.

        Pearl Meyer advised the Compensation Committee on all the principal aspects of executive compensation, including executive new hire compensation arrangements. Pearl Meyer consultants attended meetings of the Compensation Committee, including executive sessions in which executive compensation issues are discussed, when requested to do so. Pearl Meyer reported to the Compensation Committee and not to management, although it met with management for purposes of gathering information for its analyses and recommendations. The Compensation Committee annually evaluates its engagement of compensation consultants, and selected Pearl Meyer to advise with respect to compensation matters based on Pearl Meyer's industry experience and reputation, which the Compensation Committee concluded gave Pearl Meyer useful context and knowledge to advise it. The Compensation Committee has assessed the independence of Pearl Meyer pursuant to SEC and Nasdaq

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rules and concluded that no conflict of interest exists that would prevent Pearl Meyer from independently advising the Compensation Committee.

Defining and Comparing Compensation Benchmarks. The Compensation Committee benchmarks our executive compensation against a peer group of companies to determine competitiveness and market trends. The Compensation Committee reviews the companies in our peer group annually, reviews Pearl Meyer's recommendations regarding which companies should be included in the peer group and makes adjustments as necessary to ensure the peer group continues to properly reflect the market in which we compete for talented executives. The Compensation Committee also annually reviews the executive pay practices of other similarly-situated companies as reported by Pearl Meyer through industry surveys and proxy analysis. These surveys are specific to the biopharmaceutical and biotechnology sector. The Compensation Committee requests customized reports of these surveys so that the compensation data reflect the practices of companies that are like us. The Compensation Committee considers this information when making determinations or recommendations for each element of compensation for our named executive officers.

        In developing the peer group of companies to inform 2019 compensation decisions, our Compensation Committee, with the assistance of Pearl Meyer, established a peer group of 20 publicly traded, national and regional companies in the biopharmaceutical industry that was selected based on two categories of companies:

•

publicly traded discovery or development stage gene editing or gene therapy companies; and



•

publicly traded, Massachusetts-based biotechnology or biopharmaceutical companies that we believe we compete with for executive talent.

        Based on these criteria, our peer group for 2019 was comprised of the following companies:

Agios Pharmaceuticals, Inc.		Blueprint Medicines Corporation		Sangamo Therapeutics, Inc.
Acceleron Pharma Inc.		CRISPR Therapeutics AG		Seres Therapeutics, Inc.
Adverum Biotechnologies, Inc.		Epizyme, Inc.		Spark Therapeutics, Inc.
Akebia Therapeutics, Inc.		Fate Therapeutics, Inc.		Syros Pharmaceuticals, Inc.
Arrowhead Pharmaceuticals, Inc.		Intellia Therapeutics Inc.		Voyager Therapeutics, Inc.
Audentes Therapeutics, Inc.		Regenxbio Inc.		WAVE Life Sciences Ltd.
bluebird bio, Inc.		Sage Therapeutics, Inc.

        Twelve of the twenty peer companies were determined to be focused in the gene editing or therapy space and the remaining eight peer companies were other local companies that potentially competed with us for qualified employees. The peer group was reviewed for reasonableness based on the following aggregate size statistics:

Company		Market Capitalization (Dollar Amounts in Millions)(1)			Research and Development Expenses (Dollar Amounts in Millions)(2)			Number of Employees(3)
Median Company in 2019 Peer Group		$	1,404		$	92		​	139
Editas		$	1,467		$	101			112

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(1)

Such amounts were based on publicly available data as of August 28, 2018.

(2)

Research and development expenses represent such expenses for the most recent four quarters of available public data as of August 2018. For our company, such amounts represent the twelve-month period ending on June 30, 2018.

(3)

Most recently available public data as of June 2018.

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        In evaluating the compensation of our named executive officers for 2019, Pearl Meyer also compared the compensation of select named executive officers to a broader biotechnology industry group, with a focus on public biopharmaceutical companies that were of an equivalent size as our company.

        The Compensation Committee believed the compensation practices of our peer group provide us with appropriate compensation benchmarks for evaluating the compensation of our named executive officers. Notwithstanding the similarities of the peer group to our company, due to the nature of our business, we compete for executive talent with many companies that are larger and more established than we are or that possess greater resources than we do, as well as with prestigious academic and non-profit institutions. Other considerations, including market factors, the experience level of the executive and the executive's performance against established corporate goals and individual objectives, may require that the Compensation Committee vary from its historic compensation practices or deviate from its general compensation philosophy under certain circumstances.

        For the purposes of informing 2020 compensation decisions, the Compensation Committee, with the advice of Pearl Meyer, examined our peer group list using the same criteria as the previous year and approved the following companies as our 2020 peer group:

Acceleron Pharma Inc.		Blueprint Medicines Corporation		Regenxbio Inc.
Adverum Biotechnologies, Inc.		CRISPR Therapeutics AG		Rubius Therapeutics, Inc.*
Allogene Therapeutics, Inc.*		Epizyme, Inc.		Sangamo Therapeutics, Inc.
Arrowhead Pharmaceuticals, Inc.		Fate Therapeutics, Inc.		Syros Pharmaceuticals, Inc.
Audentes Therapeutics, Inc.		Homology Medicines, Inc.*		Voyager Therapeutics, Inc.
AVROBIO, Inc.*		Intellia Therapeutics Inc.		WAVE Life Sciences Ltd.
bluebird bio, Inc.		Magenta Therapeutics, Inc.*

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*

Addition to 2020 peer group.

        In determining the 2020 peer group as compared to the 2019 peer group, the Compensation Committee removed Agios Pharmaceuticals, Inc., Akebia Therapeutics, Inc. and Sage Therapeutics, Inc. due to such companies achieving the commercialization stage of their development, Spark Therapeutics, Inc. due to its then pending acquisition by Roche and Seres Therapeutics, Inc. due to its lower valuation and focus on a different therapeutic area than us. The Compensation Committee also added Allogene Therapeutics, Inc. and Homology Medicines, Inc. to our 2020 peer group due to such companies meeting our criteria, including being publicly traded companies at the discovery or development stage with a similar focus as us, and AVROBIO, Inc., Magenta Therapeutics, Inc. and Rubius Therapeutics, Inc. for the same reasons, as well as being locally based.

        The 2020 peer group size statistics presented to the Compensation Committee as part of its evaluation were as follows:

Company		Market Capitalization (Dollar Amounts in Millions)(1)			Research and Development Expenses (Dollar Amounts in Millions)(2)			Number of Employees(3)
Median Company in 2020 Peer Group		$	1,295		$	91		​	133
Editas		$	1,227		$	76			133

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(1)

Such amounts were based on publicly available data as of July 31, 2019.

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(2)

Research and development expenses represent such expenses for the most recent four quarters of available public data as of July 31, 2019. For our company, such amounts represent the twelve-month period ending on June 30, 2019.

(3)

Most recently available public data as of June 2019.

Timing of Compensation Actions. Annual base salaries and equity incentive awards for the current year and annual performance-based cash bonuses for the prior year are generally determined in the first quarter of the year based on company and individual performance of the prior year, as well as other factors, including compensation trends in the biopharmaceutical industry and among our benchmark peers, except that our chief executive officer's annual performance-based cash bonus has historically been entirely based on the achievement of corporate goals and her target bonus percentage, as more fully described below.

        On an annual basis, our achievement of our corporate goals is assessed by the Compensation Committee in the first quarter of the subsequent year to which such goals relate and the Compensation Committee then either approves or makes a recommendation to the Board regarding the percentage of achievement of such goals and following such recommendation our Board either approves or adjusts the percentage of completion for such goals. With respect to 2019, the achievement of our corporate goals was assessed by the Compensation Committee in the first quarter of 2020 and the Compensation Committee then made a recommendation to our Board regarding the percentage of achievement of such goals and this recommendation was then considered and approved by our Board.

Executive Compensation Elements & Decisions

        The primary elements of our executive compensation program are:

•

base salary;



•

annual performance-based cash bonus;



•

equity incentive awards;



•

severance and change in control benefits;



•

broad-based health and welfare benefits; and



•

our 401(k) plan.

Base Salary. Base salaries are used to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our named executive officers. Base salaries for our named executive officers typically are established through arm's length negotiation at the time the named executive officer is hired, taking into account the position for which the named executive officer is being considered and the named executive officer's qualifications, and prior experience, as well as benchmarking market data from our compensation consultant. None of our named executive officers isare currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled increases in base salary.

Annual Bonus.    Our board However, on an annual basis, the Compensation Committee reviews and evaluates, with input from our chief executive officer (other than with respect to herself), the need for adjustment of directorsthe base salaries of our named executive officers based on changes and expected changes in the scope of a named executive officer's responsibilities, including promotions, the individual contributions made by, and performance of, the named executive officer during the prior year, our overall growth and development as a company and general salary trends in our industry and among our peer group and where the named executive officer's salary falls in the salary range presented by that data. In making decisions regarding salary increases, we may in its discretion, award bonusesalso draw upon the experience of members of our Board. No formulaic base salary increases are provided to our named executive officers.

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        Based on a review of market data provided by Pearl Meyer, the then current compensation levels of our named executive officers from timeand company performance and individual contributions, in February 2019, the Compensation Committee approved a 2019 base salary of $402,373 for Dr. Albright and $374,278 for Dr. Myer, reflecting an annual merit-based salary adjustment of 3% compared to time.2018 salaries. In addition, based on a review of market data provided by Pearl Meyer, in connection with his promotion to executive vice president and chief scientific officer in August 2019, the Compensation Committee approved a base salary for Dr. Albright of $470,000. Dr. Abrams' base salary was set pursuant to the terms of her offer letter entered into in October 2019. Ms. Collins' base salary in connection with her appointment as permanent chief executive officer as discussed below under "—Compensation of Our New Chief Executive Officer" was set pursuant to the terms of her offer letter entered into in August 2019.

Annual Performance-based Cash Bonus. We typically establishhave designed our annual performance-based cash bonus targetsprogram, which is guided by specified annual corporate and individual goals and contributions, except that our chief executive officer's annual performance-based cash bonuses have historically been entirely based around a seton the achievement of specified corporate goals and her target bonus amount, to, in each case, emphasize pay-for-performance and reward our named executive officers for our and their performance during the preceding year. Due to Dr. Abrams' employment commencing in the fourth quarter of 2019, she was not eligible for a 2019 annual performance-based cash bonus program.

        In connection with Ms. Collins' employment commencement in August 2019 and pursuant to the terms of her offer letter, we agreed to pay her a 2019 annual performance-based cash bonus equal to her 2019 target bonus amount of 60% multiplied by our 2019 corporate goal achievement percentage (determined as described below), pro-rated for the portion of 2019 that she served as our permanent chief executive officer. See "—Compensation of Our New Chief Executive Officer" below for further information.

        The annual performance-based cash bonus opportunity for 2019 was determined using the following formula:

Base Salary

X

Target Bonus Percentage

X

Corporate Goal Achievement Percentage (0-135%)

X

Individual Modifier (0-145%)

=

Annual Performance- based Cash Bonus Earned

        The target bonus percentage, which is stated as a percentage of base salary, was set at 45% for Dr. Albright in connection with his promotion in August 2019. Dr. Albright's target bonus percentage multiplied by his base salary resulted in the total target bonus amount for Dr. Albright, which could then be increased or decreased depending on our corporate goal achievement percentage and the individual modifier. Our corporate goal achievement percentage was based on the achievement of corporate goals established by our Board for 2019, with the levels of achievement to be determined by our Board upon recommendation of the Compensation Committee, with the potential for achievement to range from 0 to 135%. Dr. Albright's individual modifier for 2019, expressed as a percentage, had the potential to range from 0% to 145%. In addition, the Compensation Committee had the flexibility to award additional discretionary bonuses to recognize and reward outstanding individual performance in excess of measurable performance objectives.

        In determining the annual performance-based cash bonus for Dr. Albright during 2019, the Compensation Committee reviewed Dr. Albright's individual performance, including our chief executive officer's evaluation of him, and management's recommendation regarding our achievement of 2019 corporate goals. The assessment of the individual modifier for Dr. Albright was primarily based on the assessment of our chief executive officer and the achievement of specific elements of the corporate

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goals in his department, the extraordinary efforts of Dr. Albright in assuming additional responsibilities during a year of significant management change and his efforts with respect to certain key business development agreements. Following such review, the Compensation Committee determined in February 2020 that the individual modifier of 135% for Dr. Albright was appropriate.

        In determining corporate goal achievement for 2019 for the annual performance-based cash bonuses for both Ms. Collins and Dr. Albright, the Compensation Committee considered achievement of the following 2019 corporate goals and weighting thereof that were established by our Board in early 2019:

Corporate Goal		Weighting
Advance Our Portfolio of Ocular Medicines		30%
• Advance EDIT-101, our experimental therapeutic to treat Leber congenital amaurosis type 10 ("LCA10"), by enrolling patients in the first cohort of the Phase 1/2 clinical trial for EDIT-101 and conduct an interim analysis regarding our natural history study of LCA10 patients; and
• Progress our other ocular programs in collaboration with our partner, Allergan Pharmaceuticals International Limited (together with its affiliates, "Allergan").
Advance Our Portfolio of Cell-Based Medicines		30%
• Nominate a development candidate by the end of the second quarter for our EDIT-301 program, which is an experimental medicine to treat sickle cell disease and beta-thalassemia;
• Progress our wholly-owned engineered cell medicine programs for the potential treatment of different cancers, including entering into partnerships to expedite such progress; and
• Develop our capabilities to generate engineered cells from induced pluripotent stem cells.
Advance Manufacturing, Chemistry, and Platform Capabilities to Support Our Pipeline and Partnerships		15%
• Advance our manufacturing capabilities and strategy; and
• Continue to develop and advance our chemistry and platform capabilities.
Foster Inspiritas Culture, Achieve Organizational Growth Objectives and Enhance Leadership Capabilities to Manage Growth		15%
Build a Sustainable and Valued Business		10%
• Augment capital base through a combination of equity financings and business development and end 2019 with two years of cash runway.

        In assessing the level of achievement for our 2019 corporate goals in February 2020 for recommendation to our Board, the Compensation Committee took into account the weighting determined by the Board and the following achievements during 2019: the expected dosing of the first patient in the Phase 1/2 clinical trial for EDIT-101 during the first quarter of 2020, which we accomplished during such quarter; the declaration of EDIT-301 as a development candidate in the second quarter of 2019 and the preclinical progress of EDIT-301; and the successful negotiation and execution of several business development deals, including those with Juno Therapeutics, Inc., a wholly owned subsidiary of Bristol-Myers Squibb Company, BlueRock Therapeutics LP and Asklepios BioPharmaceutical, Inc. Following such assessment, the Compensation Committee recommended a

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corporate achievement percentage of 104% to our Board and our Board approved such amount based upon the Compensation Committee's recommendation and its own assessment of our achievement of such goals.

        In accordance with the determinations of the Compensation Committee and our Board, the 2019 annual performance-based cash bonus payments for our named executive officers and conduct an annual performance review to determinewho received 2019 bonuses were as follows:

Name		2019 Target Bonus Percentage			Individual Modifier			Corporate Goal Achievement Percentage			2019 Annual Performance- based Cash Bonus Earned
Cynthia Collins		​	60	%	​	N/A	(1)	​	104	%	$	143,169	(2)
Charles Albright, Ph.D.			45	%		135	%		104	%	$	296,954

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(1)

As discussed above, the attainment of such goals. Our management may propose2019 performance-based cash bonus awards to our board of directors primarilyfor Ms. Collins was determined solely based on such review process. Our boardher 2019 target bonus amount multiplied by the percentage of directors makes the final determination of the eligibility requirements for and the amount of such bonus awards. Under the terms of their respective offer letters, eachachievement of our named executive officers is eligible to receive an annual cash bonus,corporate goals, as determined by our boardBoard, and pursuant to the terms of directors in its sole discretion, with a targether offer letter.

(2)

Such amount has been prorated for the period of a specified percentagetime that Ms. Collins served as our permanent chief executive officer during 2019 pursuant to the terms of such officer's annual base salary earned in such particular calendar year, which percentage shall be subject to adjustment from time to time by our board of directors in its sole discretion. Our board of directors determines the amount of the bonus, if any, based on its assessment of the named executive officer's performance and that of the company against appropriate goals established annually by our board of directors. The current target annual bonus percentage for each of our named executive officers is 55%, 35% and 35% for Ms. Bosley, Dr. Albright and Dr. Cox, respectively. With respect to 2016, we awarded a bonus of $222,750 to Ms. Bosley and a bonus of $44,297 to Dr. Albright based on our achievement of certain company goals and, in the case of Dr. Albright, achievement of individual goals. Dr. Albright's 2016 bonus was pro rated due to Dr. Albright's employment commencing in the third quarter of 2016. Dr. Cox was not eligible for a bonus in 2016 due to his start date occurring in the fourth quarter of 2016. With respect to 2015, we awarded a bonus of $121,653 to Ms. Bosley based on our achievement of certain company goals.

her offer letter.

Equity Incentives.Incentive Awards. Although we do not have a formal policy with respect toOur equity award program is the grant of equityprimary long-term incentive awards tovehicle for our executive officers, or any formal equity ownership guidelines applicable to them, weexecutives. We believe that equity grants provide our executivesnamed executive officers with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. In addition, we believe thatthe vesting feature of our equity grants with a time-based vesting feature promotecontributes to executive retention because this feature incentivizesby providing an incentive to our executive officersexecutives to remain in our employmentemployed by us during the vesting period. Accordingly,

        Equity compensation represents the largest at-risk component of our boardnamed executive officers' compensation arrangements. Historically, we have used stock options to compensate our named executive officers in the form of directors periodically reviewsinitial grants in connection with the commencement of employment, and generally granted stock options on an annual basis thereafter. As part of its ongoing review of our compensation strategy, the Compensation Committee determines the appropriate mix of the type of equity incentive compensationawards, based in part on recommendations from Pearl Meyer, and approves, except for the chief executive officer, or recommends to our Board the annual equity awards to be made to our named executive officers. None of our named executive officers and from timeare currently party to time may grantan employment agreement that provides for an automatic equity incentive award. Beginning in 2019, following a broader compensation assessment by the Compensation Committee, we introduced restricted stock unit ("RSU") awards to them inand implemented a mixed-grant approach.

        In the formfirst quarter of stock options or other forms of awards available under our stock incentive plan.

In 2016,2019, we granted options to purchase an aggregate of 38,461, 225,000 and 225,000 shares of common stock to Ms. Bosley, Dr. Albright and Dr. Cox, respectively. We did not make anyannual equity awards to our named executive officers with time-based vesting because:

•

as we were a discovery stage company until late 2018, the Compensation Committee did not want to set long-term performance goals in incentive plans that could not be modified, as they could become obsolete or create a perverse incentive at some point in the future;



•

the goals that the Compensation Committee determined were important to achieving its business objectives and driving stockholder value were included in our annual performance-based cash bonus program;



•

stock options were the predominant long-term incentive vehicle in our peer group market, and were considered to be more competitive in attracting and retaining qualified executives given our stage as a discovery company; and

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•

a small minority of the peer companies made use of performance-vesting equity.

Ms. BosleyCollins and Dr. Abrams did not participate in 2015.the 2019 annual equity award process as they were not employees at that time.

We typically grant stock option awards at        For the start of employment to each executive2019 annual equity grants, the Compensation Committee recommended, and our other employees. In 2017, we adopted anBoard approved, a target mix of annual grant processequity awards for Drs. Albright and we retain discretion to provide additional targeted grantsMyer consisting of 75% in certain circumstances.

We award our stock options with time-based vesting and 25% in RSUs with time-based vesting based on a target number of shares with the RSU portion of such award then divided by two to determine the number of RSUs to be granted. The Compensation Committee believed that this equity mix helped to ensure that wealth creation remains tied to stock performance (through stock options) and promotes retention (via RSUs that vest over time to deliver equivalent value to stock options while using fewer authorized shares). Typically, the stock options that we grant to our named executive officers with time-based vesting become exercisable as to 1/48th of the shares underlying the option monthly beginning after the date our board of directors approvesgrant, which generally occurs in the grant. We setfirst quarter of the optioncalendar year. The exercise price and grant dateof all stock options equals the fair market value based onof shares of our per-share estimated valuationcommon stock on the date of grant. For grantsPrior to the exercise of an option, the holder has no rights as a stockholder with respect to the shares subject to such option, including no voting rights and no right to receive dividends or dividend equivalents. Vesting and exercise rights for stock options cease after termination of employment except in connection with initial employment, vesting begins on the initial datecase of employment. Time vested stock option grantsdeath or disability. The RSUs we grant to our executives and other employees typicallynamed executive officers as part of the annual equity grant vest as to 25% of the shares underlying the RSU on the first anniversary of grant or, if earlier, the initial employmentgrant date, and in equal monthlyquarterly installments thereafter, throughon each anniversary of the date of grant, until the fourth anniversary of the grant date. In specified termination and change in control circumstances, equity awards held by our named executive officers are subject to accelerated vesting. See "—Other Benefits—Severance and Change in Control Benefits" below for further information.

        In determining the size and value of the annual equity awards to our named executive officers, the Compensation Committee, with the assistance from Pearl Meyer, considers our company performance, individual performance, the potential for enhancing the creation of value for our stockholders, the amount of equity previously awarded to the named executive officers and the vesting commencement date,terms of such prior awards, our broader organizational equity needs and haveoverall dilution, as well as industry and peer group benchmark data. For benchmarking purposes, our 2019 annual equity awards were sized as a termpercentage of ten years fromcommon shares outstanding compared to our peer group and survey data compiled by Pearl Meyer. The Compensation Committee has historically preferred this approach, rather than benchmarking the grant date fair value of the awards, as it provides for greater consistency regardless of stock price fluctuations in our, or our peer groups', stock prices. Beginning with the 2020 compensation planning cycle, the Compensation Committee has begun to review the grant date fair value of awards as a secondary measure of the market information.

        In addition to the 2019 annual equity grants, in January 2019, our Board determined to make a one-time equity grant to Drs. Albright and Myer, in the form of an RSU award with vesting to occur on the one-year anniversary of the grant date. The Board determined to make such grants based on a variety of factors, including the then impending departure of Dr. Hack and the announcement that Ms. Bosley was resigning effective March 1, 2019.

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Outstanding Equity Awards at 2016 Fiscal Year End

The following table sets forth information regarding outstandingbelow shows all 2019 equity awards held by our named executive officers as of December 31, 2016.grants to Drs. Albright and Myer.

Agreements with our Executive Officers

We have entered into written offer letters with each of our named executive officers. These agreements set forth the terms of the named executive officer's compensation, including his or her initial base salary, and an initial annual cash bonus opportunity, which may be changed by the board directors or the compensation committee. In addition, the offer letters provide that the named executive officers are eligible to participate in company-sponsored benefit programs that are available generally to all of our employees. In connection with hiring Dr. Cox, our board of directors approved an inducement grant of an option to purchase up to 225,000 shares of our common stock, with an exercise price of $15.48$21.10 per share,share.

        As discussed below under "—Compensation of Our New Chief Executive Officer," we made equity grants to Ms. Collins in connection with her engagement as interim chief executive officer and her hire as our permanent chief executive officer. As discussed below under "—Compensation of Our New Chief Medical Officer," we made equity awards to Dr. Abrams in connection with her hire as chief medical officer. The table below shows the remainder scheduledequity grants to Ms. Collins and Dr. Abrams:

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Potential Payments upon Termination orOther Benefits

Severance and Change in Control

Benefits. Our amended and restated severance benefits plan which we refer to as the ("Severance Plan,Plan") provides severance benefits to certain of our executives, including our named executive officers, and other employees designated by our board of directorsBoard or an authorized committee thereof, if their employment is terminated by us "without cause" or, only in connection with a "change in control" of our company, they terminate employment with us for "good reason" (as each of those terms is defined in the Severance Plan).

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Under the Severance Plan, if we terminate an eligible executive's employment without cause prior to or more than 12 months following the closing of a change in control of our company, the executive is entitled to (a) continue receiving his or her base salary for a specified period (in the case of our Chief Executive Officer,chief executive officer, other C-level officers, and Senior Vice Presidents,senior vice presidents, for 12 months, and, in the case of Vice Presidents,vice presidents, for six months) following the date of termination which we refer to as the Severance Period,(the "Severance Period"), (b) company contributions to the cost of health care continuation under the Consolidated Omnibus Budget Reconciliation Act or COBRA,("COBRA") for the Severance Period, and (c) the amount of any unpaid annual bonus determined by our board of directorsBoard to be payable to the executive for any completed bonus period which ended prior to the date of such executive's termination.

The Severance Plan also provides that, if, within 12 months following the closing of a change in control of our company, we terminate an eligible executive's employment without cause or such executive terminates his or her employment with us for good reason each(each of which events, we refer to as a Change"Change in Control Termination,Termination"), the executive is entitled to (a) continue receiving his or her base salary for a specified period (in the case of our Chief Executive Officer,chief executive officer, other C-level officers, and Senior Vice Presidents,senior vice presidents, for 12 months, and, in the case of Vice Presidents,vice presidents, for nine months) following the date of termination which we refer to as the ("Change in Control Severance Period,Period"), (b) company contributions to the cost of health care continuation under COBRA during the Change in Control Severance Period, (c) the amount of any unpaid annual bonus determined by our board of directorsBoard to be payable to the executive for any completed bonus period which ended prior to the date of such executive's termination, and (d) an additional single lump sum bonus payment in an amount equal to the multiple of (i) a fraction the numerator of which is the numbersnumber of months in the Change in Control Severance Period and the denominator of which is 12 and (ii) the eligible executive's target annual bonus amount for the year of the Change in Control Termination. In addition, in the event of a Change in Control Termination, all of the

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executive's outstanding unvested equity awards will immediately vest in full on the date of such termination.

All payments and benefits provided under the Severance Plan are contingent upon the execution by the executive and effectiveness of, and the executive's continued compliance with, a severance and release of claims agreement in a form prescribed by us that will include, at a minimum, a release of all releasable claims, by the executive in our favornon-disparagement and continued compliance by the executive withcooperation obligations, a reaffirmation of continuing obligations under any proprietary information and inventions, nondisclosure, non-competition, and non-solicitation (or similar) agreement to which werestrictive covenant agreements between us and the executive, are party.

Ms. Bosley and Drs. Albright and Cox are entitled to severance benefits pursuantan agreement, to the Severance Plan. Additionally, if Ms. Bosley terminates her employment for good reason at a time that is prior to or more than 12 months following a change in control of our company, she is entitled, pursuant to the terms of her offer letter, to (i) continue receiving her base salary for a period of 12 months following the date of termination and (ii) company contributions to the cost of health care continuation under COBRA for 12 months.

Other Agreements

We have also entered into employee confidentiality, non-solicitation, non-competition and proprietary information agreements with each of our named executive officers. Under these agreements, each of our named executive officers has agreed (1)extent permitted by law, not to compete with us during his or herfor 12 months following separation from employment with us.

        Please refer to "—Employment, Severance, Change in Control Arrangements, Separation and Consulting Arrangements" below for a periodmore detailed discussion of one year afterseverance and change in control benefits for our named executive officers. We believe that providing these benefits helps us compete for executive talent. These benefits are designed to promote stability and continuity of our senior management and are intended to preserve employee morale and productivity and encourage retention in the terminationface of histhe disruptive impact of an actual, threatened, or her employment, (2) notrumored change of control of our company.

Health and Welfare Benefits. Our named executive officers are eligible to solicitparticipate in all of our employees during his or her employmentemployee benefit plans, including our medical, dental, vision, life and fordisability insurance plans, in each case, on the same basis as other employees. We believe that these health and welfare benefits help ensure that we have a period of one year after the termination of his or her employment, (3) to protect our confidentialproductive and proprietary information,focused workforce through reliable and (4) to assign to us related intellectual property developed during the course of his or her employment.competitive health and other benefits.

401(k) Retirement Plan

. We maintain a 401(k) retirement plan that is intended to be a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code.Code (the "Code"). In general, all of our employees are eligible to

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participate promptlythe month following commencement of their employment. The 401(k) plan includes a salary deferral arrangement pursuant to which participants may elect to reduce their current compensation by up to the statutorily prescribed limit, equal to $18,000$19,000 in 2017,2019, and have the amount of the reduction contributed to the 401(k) plan. We provide a 200% match of employee contributions under our 401(k) plan, up to a limit on our contributions of the lesser of $6,000 and 3% of the employee's salary.

Perquisites. We have not generally provided perquisites or personal benefits to our named executive officers, other than relocation and housing reimbursement and related tax-gross ups in connection with newly hired executives.

Compensation of Our New Chief Executive Officer

        When Ms. Bosley, our former president and chief executive officer, announced her resignation from our company, our Board asked Ms. Collins, a director of our company, to assume the role of interim chief executive officer while we conducted a search for a new chief executive officer. Prior to determining Ms. Collins' compensation for this new role, the Compensation Committee sought input from its independent compensation consultant, Pearl Meyer. After considering the information provided by Pearl Meyer, including benchmarking data and recommendations regarding the structure and amount of the compensation, Ms. Collins' prior experience and the role she was asked to perform, the Compensation Committee recommended and the Board approved a consulting agreement with Ms. Collins, under which we agreed to pay consulting fees of $100,000 per month and grant an RSU award for 8,283 shares. Under the consulting agreement, Ms. Collins was eligible to receive a special bonus payable in the form of performance shares or another equity award, which the Compensation Committee determined and recommended to the Board and the Board granted a fully vested RSU award for 8,283, shares upon Ms. Collins' appointment as permanent chief executive officer. The Compensation Committee believed the compensation package awarded to Ms. Collins' was reasonable

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given the temporary nature of her assignment and her prior experience. During the period she served as our interim chief executive officer, Ms. Collins' did not receive any fees for her service on any committee of our Board, but continued to receive an annual fee as member of our Board and was eligible for an annual stock option grant for her service on our Board under our director compensation policy.

        With the assistance of an executive recruiting firm, the Nominating and Corporate Governance Committee undertook a search for a permanent chief executive officer. Following a comprehensive search process, our Nominating and Corporate Governance Committee determined that Ms. Collins was the best candidate to lead our company. Our Compensation Committee then entered into negotiation of an offer letter with Ms. Collins. Prior to determining Ms. Collins' compensation for this new role, the Compensation Committee sought input from its independent compensation consultant, Pearl Meyer. Specifically, Pearl Meyer provided our Compensation Committee with the median base salary, short-term incentive compensation and long-term incentive compensation amounts awarded to chief executive officers in our peer group and industry survey data. Our Compensation Committee developed a compensation package for Ms. Collins designed to compensate her in a manner which was both competitive in the marketplace and which aligns her long-term earnings potential with the interests of our stockholders. The Compensation Committee then recommended and the Board approved an employment offer letter reflecting such compensation package.

        For a detailed discussion of the material terms of Ms. Collins' offer letter, please see the summary of the agreement under "—Employment, Severance, Change in Control Arrangements, Separation and Consulting Arrangements." The offer letter includes the same basic components of compensation paid to our other named executive officers as described above: base salary, an annual performance-based cash bonus, long-term incentive compensation and other benefits. However, because the compensation arrangements entered into with Ms. Collins were the result of a negotiation with Ms. Collins, the arrangements differ from the compensation arrangements entered into with our other named executive officers in several respects. The following is a summary of the material differences:

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Ms. Collins received a performance-based stock option in addition to a time-based stock option, which included significant stock price hurdles that are required to be met for vesting to occur;



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we agreed to reimburse Ms. Collins for certain relocation and housing expenses and to provide a tax gross-up with respect to such expenses;



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Ms. Collins is entitled to severance benefits in accordance with the Severance Plan, provided that a "Non-Change in Control Termination" (as defined in the Severance Plan) shall mean a termination of her employment by us without cause or by her with good reason prior to or more than 12 months following a change in control (as such terms are defined in the Severance Plan) and if Ms. Collins terminates her employment for good reason or if we terminate her employment without cause at any time in a termination covered by the Severance Plan, her time-based stock option and RSU award shall become fully vested and exercisable, or free from forfeiture or repurchase, as applicable; and



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Ms. Collins was guaranteed a minimum 2019 annual performance-based bonus equal to 60% of her annualized base salary based on our performance during 2019, pro-rated based on the number of days she was employed as our permanent executive officer divided by 365.

Compensation of Our New Chief Medical Officer

        Dr. Abrams joined as our chief medical officer in October 2019. Prior to determining compensation for Dr. Abrams' role, the Compensation Committee sought input from its independent compensation consultant, Pearl Meyer. Specifically, Pearl Meyer provided our Compensation Committee with the median base salary, short-term incentive compensation and long-term incentive

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compensation amounts awarded to chief executive officers in our peer group and industry survey data. After considering Dr. Abrams' qualifications and experience and the competitive marketplace for executive talent at companies with whom we compete, the Compensation Committee approved an employment offer letter designed to compensate Dr. Abrams in a manner which was both competitive in the marketplace and which aligns her long-term earnings potential with the interests of our stockholders. For a detailed discussion of the material terms of Dr. Abrams' offer letter, please see the summary of the agreement below under "—Employment, Severance, Change in Control Arrangements, Separation and Consulting Arrangements." The offer letter includes the same basic components of compensation paid to our other named executive officers as described above: base salary, an annual performance-based cash bonus, long-term incentive compensation and other benefits. However, because the compensation arrangements entered into with Dr. Abrams were the result of a negotiation with Dr. Abrams, the arrangements differ from the compensation arrangements entered into with our other named executive officers in that we agreed to reimburse Dr. Abrams for certain relocation and housing expenses and we agreed to pay Dr. Abrams a one-time sign on bonus of $100,000. The sign-on bonus, and the relocation and housing allowances are subject to repayment under specified conditions during the 12 months following commencement of Dr. Abrams' employment.

2020 Compensation Actions

        In February 2020, our Compensation Committee recommended and our board approved 2020 annual equity grants to Ms. Collins and Dr. Albright with the same target mix as for our 2019 annual equity grants, specifically a target mix of 75% in stock options with time-based vesting and 25% in RSUs with time-based vesting based on a target number of shares with the RSU portion of such award then divided by two to determine the number of RSUs to be granted. The Compensation Committee and our Board, as applicable, also approved granting RSUs and stock options to our non-named executive officers as part of the 2020 annual equity grants to our employees.

        In light of Ms. Collins' salary and target bonus percentage having been set in her offer letter in August 2019 and Dr Albright's salary and target bonus percentage having been increased in August 2019 in connection with his promotion, the Compensation Committee and the Board made no changes to Ms. Collins' and Dr. Albright's 2020 salary and target bonus percentage. Due to Dr. Abrams' employment commencing in the fourth quarter of 2019, she was not eligible for an adjustment in her 2020 base salary and 2020 annual performance-based target bonus percentage or an equity award for 2020.

Other Policies, Procedures, or Considerations

Anti-Hedging and Pledging Policy. Our insider trading policy expressly prohibits all of our employees, including our named executive officers, as well as our directors, family members and controlled entities from engaging in speculative transactions in our securities, including short sales, puts/calls, purchases of financial instruments that are designed to hedge or offset any decrease in the market value of our securities, and margin accounts or pledges.

No Tax Gross-ups. Other than the tax gross-up payments for relocation and housing expenses paid to Ms. Collins pursuant to the terms of her offer letter, we do not provide for any tax gross-up payments to our named executive officers.

Accounting and Tax Considerations

        We account for equity compensation paid to our employees under the rules of Financial Accounting Standards Board Accounting Standard Codification Topic 718, Compensation—Stock Compensation ("ASC Topic 718"), which requires us to estimate and record an expense over the service period of any such award. Accounting standards also require us to record cash compensation as an

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expense at the time the obligation is accrued. To date, these accounting requirements have not impacted our executive compensation programs and practices.

        Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), generally disallows a tax deduction to public companies for compensation in excess of $1 million paid in any one year to each of certain of the company's current and former executive officers. Historically, compensation that qualified under Section 162(m) as performance-based compensation was exempt from the deduction limitation. However, subject to certain transition rules, tax legislation signed into law on December 31, 2017 eliminated the performance-based compensation exception. As a result, for taxable years beginning after December 31, 2017, all compensation in excess of $1 million paid in any one year to each of the specified officers that is not covered by the transition rules will not be deductible by us.

Compensation Risk Assessment

        We believe that our executive compensation program does not encourage excessive or unnecessary risk taking. As described more fully above, we structure our pay to consist of both fixed and variable compensation, particularly in connection with our pay-for-performance compensation philosophy. We believe this structure motivates our executives to produce superior short-and long-term results that are in the best interests of our company and stockholders in order to attain our ultimate objective of increasing stockholder value. As a result, we do not believe that our compensation programs are reasonably likely to have a material adverse effect on us.

Compensation Committee Report

        The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with our management. Based on this review and discussion, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this proxy statement.

        This report of the Compensation Committee is not "soliciting material," shall not be deemed "filed" with the Securities and Exchange Commission and shall not be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.

        The foregoing report has been furnished by the Compensation Committee.

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2019 Summary Compensation Table

        The following table sets forth information regarding compensation earned by our named executive officers during the years ended December 31, 2019, December 31, 2018 and December 31, 2017.

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Pay Ratio Disclosure

        As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of the annual total compensation of the individual identified as our paid median employee to the annual total compensation of our principal executive officer.

        The annual total compensation for our chief executive officer used for purposes of computing our pay ratio disclosure differs from the annual total compensation amount reflected in the Summary Compensation Table. Specifically, our chief executive officer on the determination date, December 31, 2019, was Ms. Collins, who has served the company in that capacity since August 19, 2019. Because Ms. Collins served as chief executive officer for less than the full year, we adjusted her annual total compensation for 2019, as reported in the Summary Compensation Table, to estimate the compensation that she reasonably would have received if she had served as chief executive officer for all of 2019, and

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also taking into consideration certain additional director and special interim fees received. We annualized Ms. Collins's compensation as chief executive officer for 2019 as follows:

        As a result of the adjustments discussed above, Ms. Collins's compensation as chief executive officer for 2019, for purposes of this pay ratio disclosure, was $14,269,963. The total compensation for 2019 for our median employee, identified as discussed below was $153,947, resulting in a pay ratio of approximately 93 to 1. We believe this is an elevated pay ratio, because Ms. Collins' adjusted compensation includes compensation received as a consultant for service as our interim chief executive officer and the value of sign-on equity awards granted to Ms. Collins in August 2019 related to being named our permanent chief executive officer which would not be awarded on a continuing basis in future years.

        We identified the median employee as of December 31, 2019 by (i) aggregating for each applicable employee (A) annual base salary for salaried employees (or hourly rate multiplied by expected annual work schedule, for hourly employees), (B) actual bonus for 2019, and (C) the grant date fair value of any equity awards granted during the fiscal year ended December 31, 2019 and, (ii) ranking this aggregated compensation measure for our employees (excluding our chief executive officer) from highest to lowest. Salaries or wages for those employees hired during 2019 were annualized. Once the median employee was identified, we calculated the median employee's annual total compensation in accordance with the rules applicable to the Summary Compensation Table.

        The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee's annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations

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and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

Grants of Plan-Based Awards

        The following table shows information regarding grants of plan-based awards during the fiscal year ended December 31, 2019 to our named executive officers.

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Outstanding Equity Awards at Fiscal Year-End

        The following table sets forth information concerning outstanding equity awards for each of our named executive officers at December 31, 2019. Neither Dr. Hack nor Mr. Ek held outstanding equity awards as of December 31, 2019.