Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 9, 2020, the board of directors (the “Board”) of Editas Medicine, Inc. (the “Company” or “Editas”) appointed Michelle Robertson as the Chief Financial Officer, principal accounting officer, principal financial officer, Treasurer and Assistant Secretary of the Company, effective immediately. Ms. Robertson succeeded Eric Ek, whose service as the Company’s interim Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer ended upon Ms. Robertson’s appointment.
Ms. Robertson, age 53, previously served as the Chief Financial Officer of Momenta Pharmaceuticals, Inc. (“Momenta”), a publicly traded biotechnology company, from October 2018 until January 8, 2020, and as Vice President, Financial Planning and Analysis of Momenta from May 2017 to October 2018. Prior to joining Momenta, Ms. Robertson was Vice President, Oncology Finance for Baxalta, Inc., a biopharmaceutical company, following its spin-off from Baxter International, from 2015 to 2016. From 2012 to 2015, Ms. Robertson served as Head of Financial Planning and Analysis and Operations Excellence at Ironwood Pharmaceuticals, Inc., and prior to that, held various leadership positions in the Oncology and Biosurgery divisions of Finance and Commercial Operations at Genzyme Corporation (now Sanofi Genzyme), a biotechnology company. Ms. Robertson received her B.S. in Finance and A.S. in Accounting and Management from Bentley University.
In connection with her appointment, the Company entered into an employment offer letter with Ms. Robertson, dated December 3, 2019 (the “Offer Letter”). The Offer Letter provides for an annual base salary of $400,000, an annual target bonus equal to 40% of Ms. Robertson’s base salary and a one-time sign-on bonus of $140,000, subject in the case of the sign-on bonus to repayment by Ms. Robertson to the Company if she leaves the Company other than for good reason or is terminated for cause (each as defined in the Company’s Severance Benefits Plan, as amended (the “Severance Plan”)) within the first year of her employment. In addition, the Board granted Ms. Robertson (i) an option to purchase 120,000 shares of the Company’s common stock, which is scheduled to vest as to 25% of the shares underlying the option on January 9, 2021 and an additional 2.0833% of the shares underlying the option at the end of each successive month following such date (the “Option”) until January 9, 2024, and (ii) a restricted stock unit award for 20,000 shares of the Company’s common stock, which is scheduled to vest as to one-fourth of the shares on each anniversary of January 9, 2020 until January 9, 2024, in each case subject to her continued service. The Option has an exercise price equal to $30.65 per share. Ms. Robertson is also entitled to severance benefits in accordance with the Severance Plan.
