UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
stockholders, employees, directors, and other meeting participants in light of the ongoing COVID-19 pandemic. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. The logistics of the virtual meeting 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.
proxy statement.
EDIT2021. If your shares are held in "street“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.
Editas Medicine, Inc. Proxy Statement | ||
Cambridge, MassachusettsApril 27, 2018
Editas Medicine, Inc.Proxy Statement
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Proxy Statement | | | | | 1 | | | |||
Proxy Statement Summary | | | | | 2 | | | |||
Important Information About the Annual Meeting and Voting | | | | | 7 | | | |||
Proposal No. 1—Election of Two Class II Directors | | | | | 11 | | | |||
Information Regarding Directors | | | | | | | | |||
Corporate Governance | | | | | 16 | | | |||
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Executive Compensation | | | | | 25 | | | |||
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Transactions with Related Persons | | | | | 54 | | | |||
Principal Stockholders | | | | | 56 | | | |||
Report of the Audit Committee | | | | | 58 | | | |||
Proposal No. 2—Advisory Vote on Executive Compensation | | | | | 59 | | | |||
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| 8:30 a.m., Eastern Time, on Thursday, June 3, 2021 Access to Live Webcast: www.virtualshareholdermeeting.com/EDIT2021 | |
| | By mailing your Proxy Card | | | | By telephone | | | | By Internet | | |
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| | Cast your ballot, sign your proxy card and send by free post | | | | Dial toll-free 24/7 1-800-690-6903 | | | | Visit 24/7 www.proxyvote.com | | |
| | Mark, sign and date your proxy card and return it in the postage-paid envelope included in your proxy materials. Your proxy card must arrive by June 2, 2021. | | | | Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern Time, on June 2, 2021. Have your proxy card in hand when you call and then follow the instructions. | | | | Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern Time, on June 2, 2021. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. | | |
| | | | More Information | | | Board of Directors recommendation | |
| PROPOSAL 1: Election of Two Class II Directors | | | Page 11 | | | FOR each nominee | |
| PROPOSAL 2: Advisory Vote on Executive Compensation | | | Page 59 | | | FOR | |
| PROPOSAL 3: Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2021 | | | Page 60 | | | FOR | |
| Governance Best Practices | | |||
| ✓ Lead Independent Director with delineated responsibilities | | | ✓ Annual self-evaluation of Board and committees, including assessment of individual directors | |
| ✓ 5 of 6 directors are independent | | | ✓ Annual evaluation of chief executive officer by independent directors | |
| ✓ 100% independence among members of Audit, Compensation and Nominating and Corporate Governance Committees | | | ✓ Robust executive and non-employee director Stock Ownership Guidelines | |
| ✓ Mandatory retirement age of 75 | | | ✓ Maintain a compensation recoupment (clawback) policy | |
| ✓ Diverse Board: ◦ 33% women ◦ 33% racially/ethnically diverse ◦ Female Lead Independent Director ◦ Female chair of Nominating and Corporate Governance Committee | | | ✓ No shareholder rights plan (i.e., no “poison pill”) | |
| ✓ Regular executive sessions of independent directors | | | ✓ Corporate Governance Guidelines published on our website at https://ir.editasmedicine.com/ corporate-governance/documents-and-charters. | |
| | | | | | | Director Since | | | | | | Independent | | | |||||
| Name | | | Age | | | Current Positions | | | Yes | | | No | | | Committee Memberships | | |||
| Meeta Chatterjee, Ph.D. | | | 66 | | | 2020 | | | SVP of Global Business Development, Legend Biotech Corp. | | | X | | | | | | • Audit Committee • Organization, Leadership and Compensation Committee | |
| Andrew Hirsch | | | 50 | | | 2017 | | | President and Chief Executive Officer, Director, C4 Therapeutics, Inc. | | | X | | | | | | • Audit Committee (chair) • Organization, Leadership and Compensation Committee | |
| Select 2020 Business Highlights | | |||
| ✓ Dosed the first cohort in BRILLIANCE Phase 1/2 clinical trial of EDIT-101 | | | ✓ Advanced induced pluripotent stem cell-derived natural killer cell program | |
| ✓ Submitted an investigational new drug application to the U.S. Food and Drug Administration for the initiation of a Phase 1/2 clinical trial for EDIT-301 | | | ✓ Advanced our manufacturing capabilities through partnership with a global contract development and manufacturing organization | |
| CEO 2020 Compensation Mix(1) | | | Average of Other Named Executive Officers 2020 Compensation Mix(1)(2) | |
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of the Annual Meeting
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.
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
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.
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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, 2021 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 & Young LLP as our independent registered public accounting firm for the year ended December 31, 2021.
secretary.
meeting with your control number included on your voting instruction form.
2022.
Board.
Nominees for Election as Class II Directors
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joined our Board in December 2020. Dr. Chatterjee has served as Senior Vice President of Global Business Development at Legend Biotech Corp., a public biopharmaceutical company, since March 2019. She previously served in increasing roles of responsibility at Merck Research Laboratories, a division of Merck & Co., Inc. (“Merck”), from 2007 to May 2018, including serving in its Business Development and Licensing group as Head of Strategy, Transactions and Operations from March 2017 to May 2018 and as Head of the group’s Office of Business Strategy and Operations from May 2014 to March 2017. Prior to joining Merck, Dr. Chatterjee held leadership roles in Discovery Research and in Licensing at Schering-Plough Research Institute and was Head of R&D Licensing at the time of Schering-Plough Corp.’s merger with Merck. Dr. Chatterjee holds a B.A. in Physics from St. Xavier’s University in Ahmedabad, India, and Rutgers University, and a Ph.D. in Physiology from Rutgers University. She completed her post-doctoral fellowship in the Department of Physiology at the University of Virginia School of Medicine. We believe Dr. Chatterjee’s qualifications to sit on the Board include her broad strategic and operational experience in pharmaceutical research and development, licensing and strategic transactions. | | | 66 | | |||||
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Andrew Hirsch has served as a member of our | | | |||||||
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Class I Directors (Term Expires at | | | | |
James C. Mullen has served as | | | | |
Akshay K. Vaishnaw, M.D., Ph.D., has served as a member of our | | | |
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Class III Directors (Term Expires at | | | | |
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David T. Scadden, M.D., joined our Board in February 2019. Dr. Scadden is the Gerald and Darlene Jordan Professor of | | | |
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Lisa A. Michaels, M.D., has served as our Executive Vice President, Chief Medical Officer since November 2020. Dr. Michaels previously served in roles of increasing responsibility at Bayer Pharmaceuticals, a | | | |
PROPOSAL NO. 2—RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLPAS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THEFISCAL YEAR ENDING DECEMBER 31, 2018
Oureffective corporate governance includes active engagement with our stockholders. We value the views of our stockholders are being asked to ratify the appointment by the audit committeeand other stakeholders, and we communicate with them regularly and solicit input on a number of the board of directors of Ernst & Young LLPtopics such as our independent registered public accounting firm forbusiness strategy, status of research and development programs, our executive compensation program and general corporate governance topics. Our discussions with our investors have been productive and informative, and have provided valuable feedback to our executive management team and our Board to help ensure that our decisions are aligned with stockholder objectives. We remain committed to investing time with our stockholders to increase transparency and better understand our stockholder base and their perspectives.
first quarter of 2021, we solicited feedback from institutional investors representing approximately 43% of our outstanding shares. The audit committee is solely responsible for selectinggovernance topics discussed include board composition and diversity, classified board elections, and stockholder voting thresholds relating to director election, corporate actions and other matters. Among the actions taken in response to the feedback, management reviewed and discussed the feedback with the Board and we have enhanced our independent registered public accounting firm for the fiscal year ending December 31, 2018. Stockholder approval is not requireddisclosures on diversity, including highlighting our commitment to appoint Ernst & Young LLPconsider diversity as our independent registered public accounting firm. However,a factor when evaluating candidates to our board of directors believesand senior management team. Regarding the other governance feedback received, after discussion and consideration, the nominating and corporate governance committee of our Board (the “Nominating and Corporate Governance Committee”) determined that submitting the appointment of Ernst & Young LLPcompany and its stockholders are, at this time, best served by maintaining the current classified board structure and stockholder voting standards. However, the Nominating and Corporate Governance Committee and our Board are committed to the stockholders for ratification is good corporate governance. If the stockholders do not ratify this appointment, the audit committee will reconsiderregularly considering these governance matters to determine 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 bethey remain in the best interest of our companystockholders.
A representative of Ernst & Young LLP is expected We view this outreach effort as a valuable opportunity to be present atdiscuss measures that are important to our stockholders. We also intend to continue our stockholder engagement efforts following 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.
Audit Fees
We incurred the following fees from Ernst & Young LLP for the auditregardless of the consolidated financial statements and for other services provided duringvote results on the years ended December 31, 2017 and 2016.
| 2017 | 2016 | |||||
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Audit fees(1) | $ | 494,000 | $ | 452,500 | |||
Audit-related fees | — | — | |||||
Tax fees(2) | | 13,260 | | 12,330 | |||
All other fees | 4,789 | — | |||||
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Total fees | $ | 512,049 | $ | 464,830 | |||
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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 for 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 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 2017 and 2016 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, 2018.
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, 2018 unless a contrary specification is made in the proxy.
Director Nomination Process
Our nominating
nominate directors.
Board and such firm identified Meeta Chatterjee, Ph.D., who was appointed to our Board during 2020.
potential nominees proposed by the nominatingNominating and corporate governance committee.Corporate Governance Committee. If our board of 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.
Each of Alexis Borisy, Douglas G. Cole, M.D.
| Director Independence | | | Director Tenure | |
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| Overall Board Diversity | | | Director Age | |
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within the meaning of Rule 10C-1 under the Exchange Act. Our compensation committeewas appointed chair. The Compensation Committee assists our board of directorsBoard in the discharge of its responsibilities relating to the compensation of our executive officers.officers and other members of senior management. The compensation committeeCompensation Committee met six times during the year ended December 31, 2017, including telephonic meetings. Our compensation committee's2020. The Compensation Committee’s responsibilities include:
rules, which is included in this Proxy Statement.
The compensation committee engaged Pearl Meyer, as its compensation consultant during 2017. Our compensation committee considered
Pearl Meyer assisted the committee in conducting a competitive compensation assessment for our executive officers for the fiscal year ended December 31, 2017. In evaluating the total compensation of our executive officers, the compensation committee, with the assistance of Pearl Meyer, established a peer group of 20 publicly traded companies in the biopharmaceutical industry that was selected based on 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 recommendation to the Board on the compensation of our Chief Executive Officer.chief executive 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 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.
At the conclusion of this process, the Nominating and Corporate Governance Committee determines what actions, if any, to present to the Board and the other committees to further enhance the performance and effectiveness of the Board, its committees and individual directors. As appropriate, this process results in updates or changes to our practices as well as commitments to continue existing practices that our directors believe contribute positively to the effective functioning of our Board and its committees.
Corporate Governance Guidelines
effectively
this structure in the future.
2017 Summary Compensation Table
The following table sets forth information regarding compensation earned by our named executive officers during the years ended December 31, 2017 and December 31, 2016.
Name and Principal Position | Year | Salary ($) | Option ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | |||||||||||
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Katrine S. Bosley(4) | | 2017 | | 520,000 | | 5,307,557 | | 257,400 | | 6,543 | 6,091,500 | ||||||
President and Chief Executive Officer | 2016 | 450,000 | 429,225 | 222,750 | 451 | 1,102,426 | |||||||||||
Andrew A. F. Hack, M.D., Ph.D.(5) | | 2017 | | 346,156 | | 1,573,555 | | 125,395 | | 6,350 | 2,051,456 | ||||||
Chief Financial Officer | |||||||||||||||||
Charles Albright, Ph.D.(6) | | 2017 | | 379,275 | | 765,513 | | 113,498 | | 8,349 | 1,266,635 | ||||||
Chief Scientific Officer | 2016 | 136,538 | 2,506,028 | 44,297 | 537 | 2,687,400 |
| Company Background and Select 2020 Business Highlights | |
| 2020 Compensation Highlights | |
| • Pay-for-Performance: Our corporate accomplishments in 2020 were a direct product of the performance of our named executive officers, and thus were an important factor in determining the 2020 compensation for Cynthia Collins and Michelle Robertson, the only named executive officers eligible to receive the 2020 annual performance-based bonus. Following an assessment of our corporate accomplishments relative to the 2020 corporate goals and weightings thereof established by our Board, the Compensation Committee recommended, and our Board approved, a corporate goal achievement percentage of 70.55%. | |
| • Stock Ownership Guidelines: We believe that the ownership of meaningful levels of our stock by our directors and executive officers is a critical factor in aligning the long-term interests of our leadership and our stockholders. To promote this goal, in December 2020 we adopted stock ownership guidelines that apply to our non-employee directors and our senior management team, including all of our executive officers. | |
| • Clawback Policy: In view of applicable law, governance trends and practices of other public companies similar to ours, in December 2020 we adopted a recoupment, or clawback, policy that covers cash and equity incentive-based compensation paid to our executive officers, including our president and chief executive officer, chief financial officer and our principal accounting officer. | |
| Early 2021 Compensation Highlights | |
| • Chief Executive Officer Transition: In February 2021, James C. Mullen was appointed our president and chief executive officer, succeeding Cynthia Collins as our president and chief executive officer. In connection with his appointment, Mr. Mullen did not receive any time-based equity awards, instead receiving only performance-based stock options and a performance-based restricted stock unit award. His offer letter also provides for an annual base salary of $625,000 and an annual target bonus equal to 60% of his base salary, which bonus shall be prorated for 2021. | |
| • Introduction of PSUs into 2021 Executive Equity Award Program: To further tie executive compensation to corporate performance and stockholder value, in 2021, 25% of annual equity-based compensation awarded to our senior officers will be in the form of performance stock unit (“PSU”) awards, with 25% of the remaining grants in the form of time-based restricted stock unit (“RSU”) awards and 50% in the form of time-based vesting options (based on a target aggregate award value). | |
| • Amendment of Annual Performance-based Cash Bonus Program: In February 2021, we amended our annual performance-based cash bonus program to provide for independent weighting of corporate and individual achievement to determine a fixed percent of the bonus payable. This amended program will more closely align our overall cash bonus program with corporate achievement, while better rewarding outstanding performers and ensuring that our employees know clearly that we value their contributions. | |
| Element of Compensation | | | Purpose | | | Features | |
| Base Salary | | | Attract, retain and reward talented executives needed to drive our business. | | | Fixed component of compensation to provide financial stability, based on responsibilities, experience, internal equity, performance and peer company data. | |
| Annual Performance-based Cash Bonuses | | | Motivate the achievement of business goals that the Compensation Committee and the Board believe are important to the overall success of the business and will enhance stockholder value over time. | | | Variable component of compensation tied to the achievement of pre-determined quantitative and qualitative corporate performance goals, and for executive officers other than our chief executive officer, on the achievement of pre-determined individual goals that align with our overall priorities. | |
| 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. | | | Variable component of compensation in the form of stock options and RSUs typically subject to multi-year vesting based on continued service and tied to the performance of our common stock price, as well as PSUs tied to achievement of pre-established performance goals. | |
| CEO 2020 Compensation Mix(1) | | | Average of Other Named Executive Officers 2020 Compensation Mix(1)(2) | |
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| What We Do | | | What We Don’t Do | |
| ✓ Maintain an industry-specific peer group for benchmarking pay | | | ✘ No employment agreements that guarantee a certain compensation level or employment term | |
| ✓ Target pay based on market norms | | | ✘ No guaranteed annual salary increases or guaranteed bonuses | |
| ✓ Balance short-and long-term incentives (through annual cash bonuses and equity awards) | | | ✘ No single-trigger vesting in connection with a change-in-control for equity awards | |
| ✓ Maintain a compensation recoupment (clawback) policy | | | ✘ No executive perquisites or personal benefits beyond limited perquisites for new hires | |
| ✓ Set robust executive and non-employee director Stock Ownership Guidelines | | | ✘ No hedging or pledging or speculative transaction in our securities | |
| ✓ Use multiple financial and strategic measures to determine incentive payouts, include caps on annual incentive payments | | | ✘ No re-pricing of equity awards without shareholder approval | |
| ✓ Engage independent compensation consultant | | | ✘ No excise tax gross-ups | |
| 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. | | | | |
| 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 | | |
| Adverum Biotechnologies, Inc. | | | Dicerna Pharmaceuticals Inc.* | | | Regenxbio Inc. | |
| Allogene Therapeutics, Inc. | | | Fate Therapeutics, Inc. | | | Rubius Therapeutics, Inc. | |
| Arrowhead Pharmaceuticals, Inc. | | | Homology Medicines, Inc. | | | Sangamo Therapeutics, Inc. | |
| AVROBIO, Inc. | | | Intellia Therapeutics Inc. | | | Syros Pharmaceuticals, Inc. | |
| bluebird bio, Inc. | | | Iovance Biotherapeutics, Inc.* | | | uniQure N.V.* | |
| Constellation Pharmaceuticals Inc.* | | | Karuna Therapeutics, Inc.* | | | Voyager Therapeutics, Inc. | |
| CRISPR Therapeutics AG | | | | | | | |
| Company | | | Market Capitalization (Dollar Amounts in Millions)(1) | | | Research and Development Expenses (Dollar Amounts in Millions)(2) | | | Number of Employees(3) | | |||||||||
| Median Company in 2021 Peer Group | | | | $ | 1,532 | | | | | $ | 119 | | | | | | 187 | | |
| Editas | | | | $ | 2,193 | | | | | $ | 116 | | | | | | 208 | | |
Narrative Disclosure to Summary Compensation Table
Base Salary.Actions. In 2017, we paidAnnual 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 target bonus percentage, as more fully described below.
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 himself or 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
| Name | | | 2019 Base Salary ($) | | | 2020 Base Salary ($) | | | % Increase of 2020 over 2019 | | |||||||||
| Cynthia Collins | | | | $ | 625,000 | | | | | | 625,000 | | | | | | — | | |
| Michelle Robertson | | | | | — | | | | | | 400,000 | | | | | | — | | |
| Lisa Michaels, M.D. | | | | | — | | | | | | 470,000 | | | | | | — | | |
| Charles Albright, Ph.D.(1) | | | | | 470,000 | | | | | | 470,000 | | | | | | — | | |
| Judith Abrams, M.D. | | | | | 435,000 | | | | | | 435,000 | | | | | | — | | |
Equity Incentives. Although
| Base Salary | | | X | | | Target Bonus Percentage | | | X | | | Corporate Goal Achievement Percentage (0-135%) | | | = | | | Annual Performance- based Cash Bonus Earned | |
Corporate Goal | | | Weighting | | | ||
Advance Our In Vivo Editing Medicines Portfolio | | | 35% | | | ||
• Advance EDIT-101, our experimental therapeutic to treat Leber congenital amaurosis type 10, including dosing the first patient in the second cohort of the Phase 1/2 clinical trial for EDIT-101; and | | | | | | ||
• Progress our other ocular and in vivo gene editing medicine programs. | | | | | | ||
Advance Our Cell-Based Medicines Portfolio | | | 45% | | | ||
• Submit to the U.S. Food and Drug Administration an investigation new drug application for our EDIT-301 program, which is an experimental medicine to treat sickle cell disease and beta-thalassemia; and | | | | | | ||
• Advance our allogeneic natural killer cell medicine portfolio for the treatment of solid tumor cancers. | | | | | | ||
Strengthen Manufacturing, Chemistry, and Technology Capabilities | | | 10% | | | ||
• Advance our manufacturing capabilities, including executing a service agreement with a contract development and manufacturing organization. | | | | ||||
Build a Sustainable, Scalable Organization | | | 5% | | | ||
Build a Valued Business | | | 5% | | | | |
• Augment capital base through a combination of equity financings and business development and end 2020 with two years of cash runway. | | | |
| Name | | | 2020 Target Bonus Percentage | | | Corporate Goal Achievement Percentage | | | 2020 Annual Performance-based Cash Bonus Earned | | |||||||||
| Cynthia Collins | | | | | 60% | | | | | | 70.55% | | | | | $ | 264,563 | | |
| Michelle Robertson | | | | | 40% | | | | | | 70.55% | | | | | $ | 112,800 | | |
In 2017, we granted options to purchase an aggregateBoard approved, a target mix of 312,000, 92,500 and 45,000 shares of common stock toannual equity awards for Ms. Bosley and Drs. Hack and Albright, respectively. In 2016, we granted options to purchase an aggregate of 38,461 and 225,000 shares of common stock to Ms. BosleyCollins and Dr. Albright respectively.
We typically grant stock option awards at the startconsisting of employment to each executive officer and our other employees. In 2017, we adopted an annual grant process and we retain discretion to provide additional targeted grants75% 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 dateRSU 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 boardnamed executive officers with time-based vesting become exercisable as to 1/48th of directors approves the grant and setshares underlying the option exercise price at the closing price of our stock as ofmonthly beginning after the date of grant. We setgrant, which generally occurs in the grant datefirst quarter of the calendar year. The exercise price of 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 date of employment. Time vested stock option grantsdeath or disability. The RSUs we grant to our named executive officers and other employees made in connection with initial employment typicallyas 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, through the fourthon each anniversary of the vesting commencement date, and have a term of ten years from the grant date. For grants in connection with our annual grants, vesting begins on the date of grant, with vesting in equal monthly installments throughuntil the fourth anniversary of the grant datedate. In specified termination and these grants have a term of ten years from the grant date.
Outstanding Equity Awards at 2017 Fiscal Year End
The following table sets forth information regarding outstandingchange in control circumstances, equity awards held by our named executive officers as of December 31, 2017.
| Option Awards | Stock Awards | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | |||||||||||
Katrine S. Bosley | | 17,628 | | 20,833 | (1) | | 16.00 | | 2/2/2026 | | 170,371 | (2) | 5,235,500 | ||||
58,500 | 253,500 | (3) | 24.60 | 2/28/2027 | — | — | |||||||||||
Andrew A.F. Hack, M.D., Ph.D. | | 61,918 | | 68,590 | (4) | | 3.23 | | 7/12/2025 | | — | — | |||||
51,060 | 33,453 | (5) | 6.48 | 9/13/2025 | — | — | |||||||||||
| 5,208 | | 4,407 | (6) | | 11.21 | | 10/29/2025 | | — | — | ||||||
17,344 | 75,156 | (3) | 24.60 | 2/28/2027 | — | — | |||||||||||
Charles Albright, Ph.D. | | 75,000 | | 150,000 | (7) | | 16.51 | | 9/8/2026 | | — | — | |||||
8,437 | 36,536 | (3) | 24.60 | 2/28/2027 | — | — |
| Name | | | 2020 Stock Option Awards(1) | | | 2020 RSU Awards(2) | | ||||||
| Cynthia Collins | | | | | 93,750 | | | | | | 15,625 | | |
| Charles Albright, Ph.D. | | | | | 69,556 | | | | | | 11,593 | | |
| Name | | | 2020 Stock Option Awards | | | 2020 RSU Awards | | ||||||
| Michelle Robertson | | | | | 120,000(1) | | | | | | 20,000(1) | | |
| Lisa Michaels, M.D. | | | | | 120,000(2) | | | | | | 20,000(2) | | |
TableNovember 9, 2024 and which has an exercise price of Contents
Agreements with our Named Executive Officers
We have entered into written offer letters with each$30.41 per share and (ii) an inducement RSU award for 20,000 shares of our named executive officers.common stock which shall vest as to 25% of the shares on each anniversary of the grant date through 2024. These agreements set forthawards
Potential Payments upon Termination or 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"“without cause” or, only in connection with a "change“change in control"control” of our company, they terminate employment with us for "good reason" (as“good reason” (as each of those terms is defined in the Severance Plan).
Ms. Bosley and Drs. Hack and Albright 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.
competitive health and other benefits.
.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
| Component Calculation | | |||||||||||||||||||||||||||
| Company Performance Component | | | 80% Weighting | | | X | | | Base Salary | | | X | | | Target Bonus Percentage | | | X | | | Corporate Goal Achievement Percentage (0-150%) | | | = | | | Company Performance Component Payout | |
| Individual Performance Component | | | 20% Weighting | | | X | | | Base Salary | | | X | | | Target Bonus Percentage | | | X | | | Individual Goal Achievement Percentage (0-130%) | | | = | | | Individual Performance Component Payout | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Total Annual Bonus Payout | |
| | | Respectfully submitted, | | |
| | | | The Organization, Leadership and Compensation Committee of the Board | |
| | | | Akshay Vaishnaw, Chair Meeta Chatterjee Andrew Hirsch | |
| Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(1) | | | Option Awards ($)(1) | | | Non-Equity Incentive Plan Compensation ($)(2) | | | All Other Compensation ($)(3) | | | Total ($) | | ||||||||||||||||||||||||
| Cynthia Collins(4) | | | | | 2020 | | | | | | 620,192 | | | | | | — | | | | | | 438,281 | | | | | | 1,684,734 | | | | | | 264,563 | | | | | | 108,180 | | | | | | 3,115,950 | | |
| Former President and Chief Executive Officer | | | | | 2019 | | | | | | 909,174(5) | | | | | | — | | | | | | 915,400(6) | | | | | | 12,436,552(6) | | | | | | 143,169 | | | | | | 85,441 | | | | | | 14,489,736 | | |
| Michelle Robertson(7) Chief Financial Officer | | | | | 2020 | | | | | | 387,692 | | | | | | 140,000 | | | | | | 613,000 | | | | | | 2,374,080 | | | | | | 112,880 | | | | | | 6,690 | | | | | | 3,634,342 | | |
| Charles Albright Ph.D. | | | | | 2020 | | | | | | 466,385 | | | | | | — | | | | | | 325,184 | | | | | | 1,249,956 | | | | | | —(8) | | | | | | 8,056 | | | | | | 2,049,581 | | |
| Former Executive Vice President and | | | | | 2019 | | | | | | 427,774 | | | | | | — | | | | | | 562,078 | | | | | | 701,454 | | | | | | 296,954 | | | | | | 8,063 | | | | | | 1,996,323 | | |
| Chief Scientific Officer | | | | | 2018 | | | | | | 390,654 | | | | | | — | | | | | | — | | | | | | 1,855,626 | | | | | | 132,823 | | | | | | 8,796 | | | | | | 2,387,899 | | |
| Lisa Michaels, M.D.(9) Executive Vice President and Chief Medical Officer | | | | | 2020 | | | | | | 63,269 | | | | | | 150,000 | | | | | | 608,200 | | | | | | 2,345,088 | | | | | | — | | | | | | 198 | | | | | | 3,166,755 | | |
| Judith Abrams, M.D.(10) | | | | | 2020 | | | | | | 147,231 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 156,786 | | | | | | 304,017 | | |
| Former Chief Medical Officer | | | | | 2019 | | | | | | 79,193 | | | | | | 100,000 | | | | | | 540,250 | | | | | | 2,101,170 | | | | | | — | | | | | | 4,639 | | | | | | 2,825,252 | | |
| Eric Ek(11) | | | | | 2020 | | | | | | 104,857 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 104,857 | | |
| Former interim Chief Financial Officer | | | | | 2019 | | | | | | 1,139,984 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,139,984 | | |
| | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||
| | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | Exercise or Base Price of Option Awards ($) | | | Grant Date Fair Value of Stock and Option Awards(3) | | | |||||||||||||||||||||||||||||
Name(1) | | | Date of Grant | | | Threshold ($)(2) | | | Target ($) | | | Maximum ($) | | | ||||||||||||||||||||||||||||||||||||||
Cynthia Collins(4) | | | | | | | | | | | — | | | | | | 375,000 | | | | | | 506,250 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2/6/2020 | | | | | | | | | | | | | | | | | | | | | | | | 15,625(5) | | | | | | | | | | | | | | | | | | 438,281 | | | | | | ||
| | | 2/6/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 93,750(5) | | | | | | 28.05 | | | | | | 1,684,734 | | | | | | ||
Michelle Robertson(6) | | | | | | | | | | | 160,000 | | | | | | 216,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
| | | 1/9/2020 | | | | | | | | | | | | | | | | | | | | | | | | 20,000(7) | | | | | | | | | | | | | | | | | | 613,000 | | | | ||||
| | | 1/9/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 120,000(7) | | | | | | 30.65 | | | | | | 2,374,080 | | | | ||||
Charles Albright, Ph.D.(8) | | | | | | | | | | | — | | | | | | 211,500 | | | | | | 285,525 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2/6/2020 | | | | | | | | | | | | | | | | | | | | | | | | 11,593(5) | | | | | | | | | | | | | | | | | | 325,184 | | | | | | ||
| | | 2/6/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 69,556(5) | | | | | | 28.05 | | | | | | 1,249,956 | | | | | | ||
Lisa Michaels, M.D. | | | | | 11/9/2020 | | | | | | | | | | | | | | | | | | | | | | | | 20,000(7) | | | | | | | | | | | | | | | | | | 608,200 | | | | ||
| | | 11/9/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 120,000(7) | | | | | | 30.41 | | | | | | 2,345,088 | | | | ||||
Judith Abrams, M.D. | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |
Eric Ek | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | | | | | | | Option Awards(1) | | | Stock Awards(2) | | ||||||||||||||||||||||||||||||||||||
Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options Exercisable (#) | | | Number of Securities Underlying Unexercised Options Unexercisable (#) | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(3) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of shares or units of stock that have not vested (#) | | | Market value of shares or units of stock that have not vested (#) | | ||||||||||||||||||||||||
Cynthia Collins(3) | | | | | 12/06/2018 | | | | | | 15,383 | | | | | | 7,693(4) | | | | | | — | | | | | | 26.69 | | | | | | 12/05/2028 | | | | | | — | | | | | | — | | |
| | | 06/12/2019 | | | | | | 11,538 | | | | | | — | | | | | | — | | | | | | 21.74 | | | | | | 06/11/2029 | | | | | | — | | | | | | — | | | ||
| | | 09/11/2019 | | | | | | 166,667 | | | | | | 333,333(5) | | | | | | — | | | | | | 26.57 | | | | | | 09/10/2029 | | | | | | — | | | | | | — | | | ||
| | | 09/11/2019 | | | | | | 83,333 | | | | | | — | | | | | | 166,667(6) | | | | | | 26.57 | | | | | | 08/19/2024 | | | | | | — | | | | | | — | | | ||
| | | 09/11/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,333(7) | | | | | | 934,777 | | | ||
| | | 02/06/2020 | | | | | | 19,531 | | | | | | 70,654(8) | | | | | | — | | | | | | 28.05 | | | | | | 02/05/2030 | | | | | | — | | | | | | — | | | ||
| | | 02/06/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,625(9) | | | | | | 1,095,469 | | | ||
Michelle Robertson | | | | | 01/09/2020 | | | | | | — | | | | | | 120,000(10) | | | | | | — | | | | | | 30.65 | | | | | | 01/08/2030 | | | | | | — | | | | | | — | | |
| | | 01/09/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,000(11) | | | | | | 1,402,200 | | | ||
Charles Albright, Ph.D(12) | | | | | 09/09/2016 | | | | | | 145,000 | | | | | | — | | | | | | — | | | | | | 16.51 | | | | | | 09/08/2026 | | | | | | — | | | | | | — | | |
| | | 03/01/2017 | | | | | | 42,187 | | | | | | 2,813(8) | | | | | | — | | | | | | 24.60 | | | | | | 02/28/2027 | | | | | | — | | | | | | — | | | ||
| | | 02/07/2018 | | | | | | 50,646 | | | | | | 20,854(8) | | | | | | — | | | | | | 36.67 | | | | | | 02/06/2028 | | | | | | — | | | | | | — | | | ||
| | | 02/06/2019 | | | | | | 22,344 | | | | | | 26,406(8) | | | | | | — | | | | | | 21.10 | | | | | | 02/05/2029 | | | | | | — | | | | | | — | | | ||
| | | 02/06/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,570(13) | | | | | | 320,403 | | | ||
| | | 02/06/2020 | | | | | | 14,491 | | | | | | 55,065(8) | | | | | | — | | | | | | 28.05 | | | | | | 02/05/2030 | | | | | | — | | | | | | — | | | ||
| | | 02/06/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,593(13) | | | | | | 812,785 | | | ||
Lisa Michaels, M.D. | | | | | 11/09/2020 | | | | | | — | | | | | | 120,000(14) | | | | | | — | | | | | | 30.41 | | | | | | 11/08/2030 | | | | | | — | | | | | | — | | |
| | | 11/09/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,000(15) | | | | | | 1,402,200 | | |
| | | | Option Awards | | | Stock Awards | | ||||||||||||||||||
| Name | | | Number of shares acquired on exercise (#) | | | Value realized on exercise (#)(1) | | | Number of shares acquired on vesting (#) | | | Value realized on vesting ($)(2) | | ||||||||||||
| Cynthia Collins | | | | | — | | | | | | — | | | | | | 6,667 | | | | | | 246,479 | | |
| Michelle Robertson | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Charles Albright, Ph.D. | | | | | 60,000 | | | | | | 1,680,400 | | | | | | 21,532 | | | | | | 579,010 | | |
| Lisa Michaels, M.D. | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Judith Abrams, M.D. | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Eric Ek | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Name | | | Benefit | | | Triggering Event | | |||||||||
| Resignation For Good Reason or Termination Without Cause ($) | | | Resignation For Good Reason or Termination Without Cause Upon or Within One Year Following a Change-in-Control ($) | | ||||||||||||
| Cynthia Collins(1) | | | Severance Payments(2) | | | | | 625,000 | | | | | | 625,000 | | |
| Bonus Payment | | | | | —(3) | | | | | | 375,000(4) | | | |||
| Continuation of Benefits | | | | | 5,678 | | | | | | 5,678 | | | |||
| Market Value of Stock Vesting(5) | | | | | 15,448,095 | | | | | | 27,232,848 | | | |||
| Total | | | | | 16,078,773 | | | | | | 28,238,526 | | | |||
| | | | | | | | | | | | | | ||||
| Michelle Robertson | | | Severance Payments(2) | | | | | 400,000 | | | | | | 400,000 | | |
| Bonus Payment | | | | | —(3) | | | | | | 160,000(4) | | | |||
| Continuation of Benefits | | | | | 5,678 | | | | | | 5,678 | | | |||
| Market Value of Stock Vesting(5) | | | | | — | | | | | | 6,137,400 | | | |||
| Total | | | | | 405,678 | | | | | | 6,703,078 | | | |||
| | | | | | | | | | | | | | | |||
| Charles Albright, Ph.D. | | | Severance Payments(2) | | | | | 470,000 | | | | | | 470,000 | | |
| Bonus Payment | | | | | —(3) | | | | | | 211,500(4) | | | |||
| Continuation of Benefits | | | | | 5,678 | | | | | | 5,678 | | | |||
| Market Value of Stock Vesting(5) | | | | | — | | | | | | 5,568,757 | | | |||
| Total | | | | | 475,678 | | | | | | 6,255,935 | | | |||
| | | | | | | | | | | | | | ||||
| Lisa Michaels, M.D. | | | Severance Payments(2) | | | | | 470,000 | | | | | | 470,000 | | |
| Bonus Payment | | | | | —(3) | | | | | | 188,000(4) | | | |||
| Continuation of Benefits | | | | | 5,678 | | | | | | 5,678 | | | |||
| Market Value of Stock Vesting(5) | | | | | — | | | | | | 6,166,200 | | | |||
| Total | | | | | 475,678 | | | | | | 6,829,878 | | |
| | | | Member Annual Fee | | | Chair Annual Fee | | ||||||
| Board of Directors | | | | $ | 35,000 | | | | | $ | 75,000 | | |
| Audit Committee | | | | $ | 7,500 | | | | | $ | 15,000 | | |
| Organization, Leadership and Compensation Committee | | | | $ | 5,000 | | | | | $ | 10,000 | | |
| Nominating and Corporate Governance Committee | | | | $ | 4,000 | | | | | $ | 8,000 | | |
| Science and Technology Committee | | | | $ | 5,000 | | | | | $ | 10,000 | | |
| Name | | | Fees earned or paid in cash ($) | | | Option awards ($)(1) | | | Total ($) | | |||||||||
| Meeta Chatterjee, Ph.D.(2) | | | | | 1,834 | | | | | | 942,101 | | | | | | 943,935 | | |
| Andrew Hirsch | | | | | 55,000 | | | | | | 203,938 | | | | | | 258,938 | | |
| Jessica Hopfield, Ph.D. | | | | | 56,500 | | | | | | 203,938 | | | | | | 260,438 | | |
| James C. Mullen | | | | | 100,500 | | | | | | 203,938 | | | | | | 304,438 | | |
| David T. Scadden, M.D. | | | | | 44,000 | | | | | | 203,938 | | | | | | 247,938 | | |
| Akshay K. Vaishnaw, M.D., Ph.D. | | | | | 50,000 | | | | | | 203,938 | | | | | | 253,938 | | |
| Plan category | | | Number of securities to be issued upon exercise of outstanding options, restricted stock units and rights | | | Weighted-average exercise price of outstanding options, warrants and rights(1) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)) | | |||||||||
| | | | (a) | | | (b) | | | (c) | | |||||||||
| Equity compensation plans approved by security holders(2) | | | | | 4,013,707 | | | | | $ | 27.05 | | | | | | 5,599,450 | | |
| Equity compensation plans not approved by security holders(3) | | | | | 280,000 | | | | | $ | 30.53 | | | | | | — | | |
| Total | | | | | 4,293,707 | | | | | $ | 27.26 | | | | | | 5,599,450 | | |
Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)) | |||||||
---|---|---|---|---|---|---|---|---|---|---|
| (a) | (b) | (c) | |||||||
Equity compensation plans approved by security holders(1) | | 4,142,554 | $ | 17.39 | | 3,253,580 | ||||
Equity compensation plans not approved by security holders(2) | 225,000 | 15.48 | — | |||||||
| | | | | | | | | | |
Total | | 4,367,554 | $ | 17.30 | | 3,253,580 |
Compensation Committee Interlocks and Insider Participation
During 2017, each of Drs. Bitterman, Cole, Mendlein, and Vaishnaw served as a member of our compensation committee. Dr. Bitterman left the committee in January 2017, Dr. Cole left the committee in December 2017 in connection with his resignation from our board of directors, and Dr. Mendlein left the committee in March 2018 in connection with his resignation from our board of directors. With the exception of Dr. Bitterman, who served as our President from November 2013 until June 2014, none of the members of our compensation committee during 2017 served an officer or employee of our company during 2017 or had formerly served as one of our officers. During 2017, none of our executive officers served as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that had one or more executive officers who served as members of our board of directors or our compensation committee.
Section 162(m)
Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for compensation in excess of $1 million paid to each of the company's chief executive officer and the three most highly compensated executive officers (other than the chief executive officer and chief financial officer). Pursuant to tax legislation signed into law on December 22, 2017,$30.41 per share, which we refer to as the Tax Act, for taxable years beginning after December 31, 2017, the Section 162(m) deduction limitation is expanded so that it also applies to compensation in excess of $1 million paid to a public company's chief financial officer. Historically, compensation that qualified under Section 162(m) as performance-based compensation was exempt from the deduction limitation. However, subject to certain transition rules, the Tax Act eliminated the qualified performance-based compensation exception. As a result, for taxable years beginning after December 31, 2017, all compensation in excess of $1 million paid to each of the executives described above (other than certain grandfathered compensation or compensation paid pursuant to certain equity awards granted during the transition period following our initial public offering) will not be deductible by us.
Director Compensation
We do not pay any compensation to our President and Chief Executive Officer in connection with her service on our board of directors. The compensation that we pay to our President and Chief Executive Officer is discussed earlier in this "Executive and Director Compensation" section.
Under our director compensation program, we pay our non-employee directors a cash retainer for service on the board of directors and for service on each committee on which the director is a member. The chairman of the board and of each committee receive higher retainers for such service. These fees are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment will be prorated for any portion of such quarter that the director is not serving on our board of directors or the relevant committee thereof and no fee was payable in respect of any period prior to February 2, 2016, the effective date of the registration statement for our initial public offering. The fees paid to non-employee directors for service on the board of directors and for service on each committee of the board of directors on which the director is a member are as follows:
| Member Annual Fee | Chairman Annual Fee | |||||
---|---|---|---|---|---|---|---|
Board of Directors | $ | 35,000 | $ | 75,000 | |||
Audit Committee | $ | 7,500 | $ | 15,000 | |||
Compensation Committee | $ | 5,000 | $ | 10,000 | |||
Nominating and Corporate Governance Committee | $ | 4,000 | $ | 8,000 |
We also reimburse our non-employee directors for reasonable travel and other expenses incurred in connection with attending our board of director and committee meetings.
In addition, under our director compensation program, each non-employee director receives under the 2015 plan, upon his or her initial election to our board of directors, an option to purchase 23,076 shares of our common stock. Each of these options vests as to one-third of the shares of our common stock underlying such option on each anniversary of the grant date until the third anniversary of the grant date, subject to the non-employee director's continued service as a director. Further, on the date of the first board meeting held after each annual meeting of stockholders, each non-employee director that has served on our board of directors for at least six months receives, under the 2015 plan, an option to purchase 11,538 shares of our common stock. Each of these options will vest in full on the one-year anniversary of the grant date unless otherwise provided at the time of grant, subject to the non-employee director's continued service as a director. All options issued to our non-employee directors under our director compensation program are issued at exercise prices equal to the fair
market valueclosing price per share of our common stock on the date of grant and become exercisable in full upongrant. For a change in controldiscussion of our company.
The following table sets forth information regarding compensation earned by our non-employee directors during the year ended December 31, 2017.
Name | Fees earned or paid in cash ($) | Option awards ($)(1) | Total ($) | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Kevin Bitterman, Ph.D. | | 36,042 | | 123,476 | | 159,518 | ||||
Alexis Borisy(2) | 55,625 | 123,476 | 179,101 | |||||||
Douglas G. Cole, M.D.(3) | | 45,317 | | 123,476 | | 168,793 | ||||
Andrew Hirsch(4) | 29,167 | 217,249 | (5) | 246,416 | ||||||
Jessica Hopfield, Ph.D.(6) | | — | | — | | — | ||||
John D. Mendlein, Ph.D., J.D(7) | 53,000 | 123,476 | 176,476 | |||||||
James Mullen(8) | | — | | — | | — | ||||
Boris Nikolic, M.D. | 46,500 | 123,476 | 169,976 | |||||||
Akshay K. Vaishnaw, M.D., Ph.D.(9) | | 39,583 | | 123,476 | | 163,059 |
Director Affiliations
Some
Sublease
In February 2017, we entered into a sublease with Tango Therapeutics, Inc., or Tango, under which we agreed to sublease approximately 9,654 square feet of our corporate offices at 11 Hurley Street, Cambridge, MA 02141 to Tango over a sublease term running from February 2017 to August 2018, with rent payments of approximately $0.7 million per year due to us from Tango over the term of the sublease. One of our former directors, Alexis Borisy, is the chairman of the board of directors of Tango. In addition, Mr. Borisy is a general partner of the general partner of Third Rock Ventures IV, L.P., which owns a majority of the outstanding capital stock of Tango. This arrangement has been reviewed and approved by the audit committee of our board of directors on an annual basis in accordance with the terms of our Related Person Transaction policy, discussed below.
Investors' Rights Agreement
We were a party to an amended and restated investors' rights agreement, or the Investors' Rights Agreement, dated as of August 4, 2015, with holders of our previously-outstanding preferred stock, including certain of directors and officers and 5% stockholders and their affiliates and entities affiliated with certain of our officers and directors. The Investors' Rights Agreement provides these holders the right, subject to certain conditions, to demand that we file a registration statement or request that their shares be covered by a registration statement that we were otherwise filing. The Investors' Rights Agreement was terminated in March 2018 by written agreement between us and the requisite holders, including Ms. Bosley and Dr. Nikolic.
Employment Agreements
Delaware.
In addition, the policy provides that any related person transaction previously approved by the audit committeeAudit Committee or otherwise already existing that is ongoing in nature will be reviewed by the audit committeeAudit Committee annually to ensure that such related person transaction has been conducted in accordance with the previous approval granted by the audit committee,Audit Committee, if any, and that all required disclosures regarding the related person transaction are made.
Compensation Committee.
April 6, 2021.
| Name of Beneficial Owner | | | Shares Beneficially Owned | | | Percentage of Shares Beneficially Owned | | ||||||
| 5% Stockholders | | | | | | | | | | | | | |
| ARK Investment Management LLC(1) | | | | | 10,125,564 | | | | | | 15.0% | | |
| The Vanguard Group, Inc.(2) | | | | | 5,824,886 | | | | | | 8.6% | | |
| BlackRock Inc.(3) | | | | | 5,305,406 | | | | | | 7.9% | | |
| Sumitomo Mitsui Trust Holdings, Inc. and Nikko Asset Management Co., Ltd.(4) | | | | | 4,388,143 | | | | | | 6.5% | | |
| Named Executive Officers and Directors | | | | | | | | | | | | | |
| Judith Abrams, M.D. | | | | | — | | | | | | — | | |
| Charles Albright, Ph.D. | | | | | 8,744 | | | | | | * | | |
| Meeta Chatterjee, Ph.D. | | | | | — | | | | | | — | | |
| Cynthia Collins(5) | | | | | 535,130 | | | | | | * | | |
| Eric Ek | | | | | — | | | | | | — | | |
| Andrew Hirsch(6) | | | | | 48,152 | | | | | | * | | |
| Jessica Hopfield, Ph.D.(7) | | | | | 57,314 | | | | | | * | | |
| Lisa Michaels, M.D. | | | | | — | | | | | | — | | |
| James C. Mullen(8) | | | | | 69,614 | | | | | | * | | |
| Michelle Robertson(9) | | | | | 45,444 | | | | | | * | | |
| David T. Scadden, M.D.(10) | | | | | 15,384 | | | | | | * | | |
| Akshay K. Vaishnaw, M.D., Ph.D(11) | | | | | 57,690 | | | | | | * | | |
| All executive officers and directors as a group (8 persons)(12) | | | | | 293,597 | | | | | | * | | |
Name of Beneficial Owner | Shares Beneficially Owned | Percentage of Shares Beneficially Owned | |||
---|---|---|---|---|---|
5% Stockholders | | ||||
Entities affiliated with FMR LLC(1) | 4,622,720 | 9.8% | |||
The Vanguard Group Inc(2) | | 2,768,403 | 5.9% | ||
BlackRock Inc.(3) | 2,672,556 | 5.7% | |||
State Street Corporation(4) | | 2,405,862 | 5.1% | ||
Named Executive Officers and Directors | |||||
Charles Albright, Ph.D.(5) | | 116,032 | * | ||
Katrine S. Bosley(6) | 1,448,453 | 3.1% | |||
Kevin Bitterman, Ph.D. | | — | — | ||
Andrew A. F. Hack, M.D., Ph.D.(7) | 120,936 | * | |||
Andrew Hirsch(8) | | 9,692 | * | ||
Jessica Hopfield, Ph.D. | — | — | |||
James Mullen | | — | — | ||
Boris Nikolic, M.D. | 659,104 | 1.4% | |||
Akshay K. Vaishnaw, M.D., Ph.D.(9) | | 7,692 | * | ||
All executive officers and directors as a group (10 persons)(10) | 2,458,722 | 5.2% |
FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act, or the Fidelity Funds, advised by Fidelity Management & Research Company, or FMR Co., a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds' Boards of Trustees. FMR Co. carries out the voting of the shares under written guidelines established by the Fidelity Funds' Boards of Trustees. The address for FMR LLC is 245 Summer3 East 28th Street, Boston, Massachusetts 02210.7th Floor, New York, NY 10016. The number of shares we have reported as beneficially owned by FMR LLC and its affiliatesARK (and the other information in this footnote) is based on a Schedule 13G/A filed by FMR LLCARK with the SEC on February 13, 201816, 2021 reporting beneficial ownership as of December 29, 2017.
TableContentsSECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCESection 16(a)57,690 shares of the Exchange Act requires our directors, executive officers, and beneficial owners of more than 10% of our common stock to file reportsissuable upon the exercise of holdings and transactions in ouroptions exercisable within 60 days after April 6, 2021.other securities with230,465 shares of common stock issuable upon the Securities Exchange Commission. Based solely on our reviewexercise of copies of such forms that we have received, or written representations from reporting persons, we believe that during the fiscal year ended December 31, 2017, all executive officers, directors, and greater than 10% stockholders complied with all applicable filing requirements under Section 16(a) of the Exchange Act.options exercisable within 60 days after April 6, 2021.
Our audit committee
Our audit committee
and the Securities and Exchange Commission.
2020.
| | | | 2020 | | | 2019 | | ||||||
| Audit fees(1) | | | | $ | 845,803 | | | | | $ | 881,023 | | |
| Audit-related fees | | | | | — | | | | | | — | | |
| Tax fees(2) | | | | | 30,306 | | | | | | 71,280 | | |
| All other fees(3) | | | | | — | | | | | | 960 | | |
| Total fees | | | | $ | 876,109 | | | | | $ | 953,263 | | |
Chief Legal Officer, Secretary.
5, 2022.
the individuals named in the enclosed proxy intend to use their discretionary voting authority under the proxy to vote the proxy in accordance with their best judgment on those matters.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would likeVOTE BY INTERNET Before The Meeting - Go to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions below to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.www.proxyvote.com EDITAS MEDICINE, INC. 11 HURLEY STREET CAMBRIDGE, MA 02141 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 14, 2018.the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/EDIT2021 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on June 14, 2018.the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E47642-P06446D39085-P52050 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY EDITAS MEDICINE, INC. For Withhold For All To withhold authority to vote for any individual The Board of Directors recommends you vote FOR the following: 1.Election of Class II Directors Nominees: 01) Andrew Hirsch 02) Boris Nikolic, M.D. For Withhold AllAll ForAll All Except To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. 1. Election of two Class II Directors, each to serve until the 2024 annual meeting of stockholders Nominees: 01) Meeta Chatterjee, Ph.D. 02) Andrew Hirsch The Board of Directors recommends you vote FOR the following proposal:proposals: For Against Abstain 2.Ratification of2. To approve, on an advisory basis, the selectioncompensation paid to the Company's named executive officers. 3. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018.2021. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. For address changes and/or comments, please check this box and write them on the back where indicated. Please indicate if you plan to attend this meeting. Yes No Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date