Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 12, 2022, Editas Medicine, Inc. (the “Company”) appointed Gilmore O’Neill, M.B., M.M.Sc. as President and Chief Executive Officer of the Company, succeeding James C. Mullen as President and Chief Executive Officer of the Company, effective as of June 1, 2022 (the “Effective Date”). Mr. Mullen will continue to serve as Executive Chair of the Company’s Board of Directors (the “Board”). Also on April 12, 2022, the Board, upon recommendation of the Board’s Nominating and Corporate Governance Committee, increased the size of the Board by one member and appointed Dr. O’Neill as a director, effective as of the Effective Date. Dr. O’Neill has been designated as a class II director to serve in accordance with the Company’s Amended and Restated By-Laws until the Company’s 2024 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or until his earlier death, removal or resignation.
Dr. O’Neill, age 57, most recently served as Executive Vice President of R&D and Chief Medical Officer of Sarepta Therapeutics, Inc., a biopharmaceutical company, from June 2018 to November 2021. Prior to joining Sarepta, Dr. O’Neill held several leadership roles at Biogen Inc., a biotechnology company, over a 15-year period, most recently serving as Senior Vice President, Late Stage Clinical Development from November 2016 to June 2018. He serves on the board of directors of Unity Biotechnology, Inc. and Aptinyx Inc. Dr. O’Neill is licensed to practice medicine in the state of Massachusetts. He received a Bachelor of Medicine degree from University College Dublin and a Master of Medical Sciences degree from Harvard University.
In connection with his appointment, the Company entered into an employment offer letter with Dr. O’Neill, dated as of April 13, 2022 (the “Offer Letter”). The Offer Letter 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 2022. In addition, the Company has agreed to grant Dr. O’Neill (i) an option to purchase such number of shares of the Company’s common stock having an aggregate Black-Scholes value of $7,500,000 as of the date of grant (the “New Hire Option”) that will vest as to 25% of the shares subject thereto on the first anniversary of the grant date, with the remaining 75% vesting in 36 equal monthly installments thereafter; (ii) a restricted stock unit award for such number of shares of common stock having an aggregate value of $1,000,000 as of the date of grant that will vest in equal annual installments on the first four anniversaries of the date of grant; and (iii) a performance-based restricted stock unit award for such number of shares of common stock having an aggregate value of $2,500,000 as of the date of grant that will vest as to one-third of the shares on the achievement of certain research and development milestones to be determined by the Organization, Leadership and Compensation Committee of the Board at the time of grant, but in no event earlier than the one-year anniversary of the grant date. The New Hire Option will have an exercise price equal to the closing price of the Company’s common stock on the Nasdaq Global Select Market on the date of grant. The Offer Letter also provides that Dr. O’Neill is entitled to severance benefits in accordance with the Company’s Amended Severance Benefits Plan (the “Plan”), which has been filed as Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on February 24, 2022, provided, that pursuant to the Offer Letter, (i) Dr. O’Neill will be entitled receive a pro rata annual bonus upon a non-change of control termination and (ii) a non-change of control termination shall be defined as a termination of employment by the Company without cause or by Dr. O’Neill for good reason (with cause and good reason as defined in the Plan) which occurs more than three months prior to or twelve months following a change of control (as defined in the Plan) and a change of control termination shall be defined as a termination of employment by the Company or by Dr. O’Neill for good reason which occurs three months prior to or twelve months following a change of control.
There is no arrangement or understanding between Dr. O’Neill and any other person pursuant to which Dr. O’Neill was selected as a director. In addition, Dr. O’Neill is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Mullen’s transition from the position of President and Chief Executive Officer effective as of the Effective Date, the Company entered into an amendment to his employment offer letter, dated as of February 14, 2021 (the “Offer Letter Amendment”). The Offer Letter Amendment, which is effective as of Effective Date, provides that Mr. Mullen will be a full-time employee and serve as Executive Chair of the Board from the Effective Date through December 31, 2022 and will transition to part-time Executive Chair of the Board
