Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 17, 2020, the Board of Directors (the “Board”) of Editas Medicine, Inc. (the “Company”), upon recommendation of the Board’s Nominating and Corporate Governance Committee, increased the size of the Board by one member and appointed Meeta Chatterjee, Ph.D., as a director. Dr. Chatterjee has been designated as a class II director to serve in accordance with the Company’s By-Laws until the Company’s 2021 Annual Meeting of Stockholders or until her successor has been duly elected and qualified, or until her earlier death, removal, or resignation. Dr. Chatterjee was also appointed to each of the Organization, Leadership and Compensation Committee and the Strategy and Business Development Committee of the Board.
Dr. Chatterjee has served as Senior Vice President of Global Business Development at Legend Biotech Corp., a public biopharmaceutical company, since March 2019. Prior to this role she served in increasing roles of responsibility at Merck Research Laboratories, a division of Merck & Co., Inc., from 2007 to May 2018, most recently serving as Head of Strategy, Transactions and Operations in the Business Development and Licensing group. 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. She brings to the Board broad strategic and operational experience in pharmaceutical research and development, licensing and strategic transactions.
In accordance with the Company’s director compensation policy, Dr. Chatterjee will receive (i) annual cash compensation of $35,000 as a member of the Board and $5,000 for each of the committees to which she has been appointed, and reimbursement for reasonable travel and other expenses incurred in connection with attending meetings of the Board and committees thereof and (ii) an option to purchase 23,076 shares of the Company’s common stock, with an exercise price equal to the closing price of the Company’s common stock on the Nasdaq Global Select Market on the date of appointment, which option will vest as to one-third of the shares of common stock underlying the option in three equal installments on each anniversary of the date of grant, subject to her continued service on the Board. Dr. Chatterjee has entered into a standard form of indemnification agreement with the Company, in the form that is filed as Exhibit 10.28 to the Company’s Registration Statement on Form S-1 (File No. 333-208856), filed with the Securities and Exchange Commission on January 4, 2016.
