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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 Three Class I Directors | | | | | 11 | | |
Corporate Governance | | | | | 18 | | |
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Executive Compensation | | | | | 31 | | |
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Transactions with Related Persons | | | | | 67 | | |
Principal Stockholders | | | | | 69 | | |
Report of the Audit Committee | | | | | 71 | | |
Proposal No. 2—Advisory Vote on Executive Compensation | | | | | 72 | | |
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Householding, Stockholder Proposals and Other Matters | | | | | 75 | | |
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8:30 a.m., Eastern Time, on Thursday, June 1, 2023
Access to Live Webcast: www.virtualshareholdermeeting.com/EDIT2023 |
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By mailing your Proxy Card
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By telephone
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By Internet
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Cast your ballot, sign your proxy card and send by free post
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Dial toll-free 24/7
1-800-690-6903 |
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Visit 24/7
www.proxyvote.com |
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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 May 31, 2023.
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Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern Time, on May 31, 2023. Have your proxy card in hand when you call and then follow the instructions.
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Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern Time, on May 31, 2023. 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.
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More Information
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Board of Directors
recommendation |
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PROPOSAL 1:
Election of Three Class I Directors
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Page 11
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FOR each nominee
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PROPOSAL 2:
Advisory Vote on Executive Compensation
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Page 72
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FOR
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PROPOSAL 3:
Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023
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Page 73
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FOR
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Director
Since |
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Independent
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Other
Public Boards |
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Name and Occupation
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Age*
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Yes
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No
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Committee Memberships*
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Bernadette Connaughton
Former President Intercontinental of Bristol Myers Squibb Company |
| | 64 | | |
2021
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X
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Organization, Leadership and Compensation (chair)
Nominating and Corporate Governance
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3
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Elliott Levy
Venture Partner at 5AM Venture Management, LLC
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| | 64 | | |
April 2023
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X
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Audit
Science and Technology
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2
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Akshay Vaishnaw
President of Alnylam Pharmaceuticals, Inc.
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| | 60 | | |
2016
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X
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Organization, Leadership and Compensation
Science and Technology
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1
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Select Business Highlights
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✓
Achieved clinical proof-of-concept with EDIT-301, our experimental medicine to treat severe sickle disease
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✓
Commenced discovery efforts for in vivo therapeutic targets in hematopoietic stem cells and other tissues
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✓
Progressed EDITHAL trial of EDIT-301 for the treatment of transfusion-dependent beta thalassemia
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✓
Shared new corporate strategy to become a leader in vivo programmable gene editing
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✓
Provided clinical update for EDIT-101, our experimental medicine to treat LCA10, further demonstrating proof-of-concept
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✓
Leveraged new and existing partnerships to progress engineered cell medicines to treat various cancers
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Compensation Highlights
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•
Significant portion of named executive officers’ target compensation is performance-based
◦
Approximately 93% for CEO
◦
Approximately 82% for other NEOs
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•
Annual performance-based cash bonus program for chief executive officer and executive chair tied 100% to corporate achievement
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•
25% of long-term incentive compensation for NEOs tied to pre-established research and development and business development performance goals
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•
Annual performance-based cash bonus program for other NEOs tied 80% to corporate achievement and 20% to individual achievement
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Bernadette Connaughton
Age: 64 Director since 2021 Independent Director Committees: Compensation (Chair), Nominating and Corporate Governance |
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Elliott Levy, M.D.
Age: 64 Director since April 2023 Independent Director Committees: Audit, Science and Technology |
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Akshay Vaishnaw, M.D., Ph.D.
Age: 60 Director since 2016 Independent Director Committees: Compensation, Science and Technology |
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Meeta Chatterjee, Ph.D.
Age: 68 Director since 2020 Independent Director Committees: Audit |
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Andrew Hirsch
Age: 52 Director since 2017 Independent Director Committees: Audit, Compensation |
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Gilmore O’Neill, M.B., M.M.Sc.
Age: 58 Director since June 2023 President and Chief Executive Officer of Editas Medicine |
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Jessica Hopfield, Ph.D.
Age: 58 Director since 2018 Lead Independent Director Committees: Audit, Nominating and Corporate Governance (Chair), Science and Technology |
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Emma Reeve
Age: 62 Director since 2021 Independent Director Committees: Audit (Chair), Nominating and Corporate Governance |
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David Scadden, M.D.
Age: 70 Director since 2019 Independent Director Committees: Compensation, Science and Technology (Chair) |
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Bruce Eaton, Ph.D.
Age: 69 Executive Vice President and Chief Business Officer and Chief Technology Officer Joined Editas in 2018 |
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Baisong Mei, M.D., Ph.D.
Age: 59 Senior Vice President and Chief Medical Officer Joined Editas in 2022 |
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Michelle Robertson
Age: 56 Executive Vice President and Chief Financial Officer Joined Editas in 2020 |
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Topic
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What We Heard
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Our Response
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Director Commitments
|
| | Stockholders noted that certain members of the Board may be deemed “overboarded,” or serving on an excessive number of boards, under their voting policies or those adopted by other institutional investors. | | |
Following our 2022 Annual Stockholder Meeting, we reviewed the results of the meeting and determined that the results for one nominee may have been impacted by overboarding concerns under certain institutional investor voting policies. While our Nominating and Corporate Governance Committee, together with the Board, had determined that each of the 2022 nominees’ outside board or other professional commitments did not limit their ability to devote sufficient time and attention to Board duties, in response to the message sent in the 2022 Annual Stockholder Meeting results and the feedback we received as part of our stockholder engagements, we have taken the following actions to further demonstrate the Board’s focus on overboarding concerns:
•
In March 2023, the Board amended our corporate governance guidelines to establish a formal policy limiting the number of director external commitments. See “Director Commitments Policy” below for details.
•
Dr. O’Neill, our chief executive officer, resigned from the board of directors of Aptinyx Inc. As a result, he now serves on only one other public company board in addition to our Board.
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CEO Transition
|
| | Stockholders wanted additional information regarding our change in chief executive officer in June 2022 from Mr. Mullen to Dr. O’Neill, including Mr. Mullen’s responsibilities as executive chair. | | | We achieved significant growth and progress under Mr. Mullen’s leadership, but the Board, including Mr. Mullen, identified a candidate with significant drug development experience better positioned to drive our next phase of growth. Dr. O’Neill had most recently served as Executive Vice President of Research and Development and Chief Medical Officer at Sarepta Therapeutics, during which time he | |
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Topic
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What We Heard
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Our Response
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led the team accountable for creating and driving the discovery, preclinical and clinical development, and global regulatory strategy of its RNA and gene therapeutic portfolio.
Upon Dr. O’Neill’s appointment, Mr. Mullen transitioned to executive chair in order to partner closely with Dr. O’Neill and ensure continuity and build on our progress. As executive chair, Mr. Mullen’s primary responsibilities include facilitating the chief executive officer transition and supporting our strategic initiatives.
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Compensation
|
| | Stockholders generally provided positive feedback regarding our pay-for-performance philosophy, particularly our use of performance stock units in executive compensation, but some shareholders expressed a desire for more quantitative metrics as part of our annual performance-based cash bonus. | | |
As a clinical stage gene editing company, we believe long-term stockholder value is best created through advancing our clinical programs and furthering our product development pipeline. For example, our 2022 annual performance-based cash program included as milestone goals that we complete a data readout for each of our EDIT-101 and EDIT-301 programs and that we dose a specified number of patients in these trials.
While our Organization, Leadership, and Compensation Committee retains discretion to determine the level of achievement in certain instances, the committee considers achievement at 100% challenging, as demonstrated by the 92% corporate goal achievement awarded for 2022.
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Corporate Defensive Measures
|
| | Certain stockholders expressed a desire for us to continue to consider certain changes to our corporate defensive measures, including our classified board structure and certain supermajority voting requirements. | | | Each year our Nominating and Corporate Governance Committee reviews our governance posture in light of best practices, industry trends, stockholder feedback, and other specific characteristics or circumstances of our company at the time. The committee also considers the prevalence of the corporate defensive measures among companies of similar size and maturity in our industry. Following this review, our Nominating and Corporate Governance Committee determined that our company and its stockholders are, at this time, best served by maintaining the current classified board structure, stockholder voting standards, and other corporate defensive measures, which are common among our peer group. We will continue to evaluate these measures on an annual basis. | |
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Director Independence
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Director Tenure
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Overall Board Diversity
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Director Age
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Editas Background and Select Business Highlights
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Ex Vivo Hemoglobinopathies
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•
Proof-of-Concept for EDIT-301. In December 2022, we shared initial data from our RUBY Phase 1/2 clinical study of our ex vivo autologous EDIT-301 therapy for severe sickle cell (“SCD”) disease. The data suggested human proof-of-concept, demonstrating that EDIT-301 could safely drive expression of fetal hemoglobin to clinically meaningful levels and correct anemia in SCD patients, and the study continues to progress.
•
Progressed EDIT-301 for TDT. We continued to progress our EDITHAL Phase 1/2 clinical study of EDIT-301 for the treatment of transfusion-dependent beta-thalassemia (“TDT”) and expect to provide initial clinical data by the end of 2023.
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In Vivo Medicines
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| |
•
Proof-of-Concept for EDIT-101. In November 2022, we announced updated data from our BRILLIANCE Phase 1/2 clinical study further demonstrating human proof-of-concept for our in vivo EDIT-101 adeno-associated viral vector-delivered Cas9 therapy for Leber congenital amaurosis 10, an inherited retinal disease. However, due to the limited addressable population, we made the decision to pause patient enrollment in our BRILLIANCE trial.
•
Commenced Discovery Efforts. We began lead discovery work on in vivo therapeutic targets in hematopoietic stem cells and other tissues.
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Strategy
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| |
•
New Strategy. In January 2023, we shared our new strategy, built upon three pillars: (i) narrowing our discovery and development focus to in vivo administered genome editing medicines, while continuing the development of our ex vivo EDIT-301 program, (ii) strengthening our discovery engine and technology capabilities, and (iii) increasing our business development activities.
•
Leveraged New and Existing Partnerships.
◦
Advanced alpha-beta T cell experimental medicines for the treatment of solid and liquid tumors in collaboration with Bristol Myers Squibb, leveraging our unique platform technologies including Cas9 and AsCas12a.
◦
Established partnership with Immatics N.V. to combine gamma-delta T cell adoptive cell therapies and gene editing to develop medicines for the treatment of cancer.
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Compensation Highlights
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•
New Chief Executive Officer Compensation Arrangement: Effective June 1, 2022, Gilmore O’Neill was appointed our president and chief executive officer. In connection with his appointment, the Board set his annual base salary and target bonus opportunity consistent with market practice among our peer group, and granted Dr. O’Neill long-term incentive awards consisting of:
(i)
a time-based stock option that vests 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)
an RSU that vests in equal annual installments on the first four anniversaries of the date of grant; and
(iii)
a PSU that vests as to one-third of the shares upon the achievement on or prior to February 10, 2025, of the same three specified research and development and business development milestones as the PSUs granted to our other named executive officers in 2022, but in any event not earlier than the one-year anniversary of the grant date.
More details on the structure of Dr. O’Neill’s arrangement are provided under “Compensation of Our Chief Executive Officer and Chief Scientific Officer.”
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|
|
•
Annual Performance-based Cash Bonus Program: Since 2021 our annual performance-based cash bonus program has provided for independent weighting of corporate and individual achievement to calculate the bonus payout for our employees, including our named executive officers other than our chief executive officer and executive chair, whose bonuses are based solely on corporate achievement. For our named executive officers, corporate and individual performance is weighted as follows:
(i)
chief executive officer and executive chair: 100% based on corporate performance
(ii)
other named executive officers: 80% based on corporate performance, 20% based on individual performance.
In February 2023, the Compensation Committee reviewed our performance against our corporate objectives, as well as each named executive officer’s performance against their individual objectives, where applicable. Following this review, the Compensation Committee recommended, and our Board approved, that our corporate objectives were achieved at 92% of target. Taking into account the achievement of our corporate objectives and review of individual performance, our named executive officers received an average payout under the annual performance-based cash bonus program of 93% of target.
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|
|
•
PSUs retained as part of 2023 Executive Equity Award Program: In February 2023, our Compensation Committee approved our 2023 executive equity program mix under which for each individual the annual equity-based compensation awarded to our senior officers, including our chief executive officer, was:
(i)
25% in the form of performance-based restricted stock unit (“PSU”) awards that vest only upon achievement by February 2026 of certain research and development milestones applicable to all senior officers, and a minimum one-year vesting period from each individual’s grant date;
(ii)
25% in the form of time-based restricted stock unit (“RSU”) awards; and
(iii)
50% in the form of time-based vesting stock options.
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Element of
Compensation |
| |
Purpose
|
| |
Features
|
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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.
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Annual Performance-based Cash Bonuses
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| |
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.
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Variable component of compensation tied to the achievement of pre-determined 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 strategic and operational priorities.
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Annual Equity Incentives
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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.
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| |
Variable component of compensation in the form of stock options and RSUs typically subject to multi-year vesting based on continued service, the value of which is tied to the performance of our common stock price, as well as PSUs earned upon achievement of pre-established performance goals within specified time periods.
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What We Do
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What We Don’t Do
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✓
Maintain an industry-specific peer group for benchmarking pay
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✘
No employment agreements that guarantee a certain compensation level or employment term
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✓
Target pay based on market norms
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✘
No guaranteed annual salary increases or guaranteed bonuses
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✓
Balance short-and long-term incentives (through annual cash bonuses and equity awards)
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✘
No single-trigger vesting in connection with a change-in-control for equity awards
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✓
Maintain a compensation recoupment (clawback) policy
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✘
No excessive executive perquisites or personal benefits
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✓
Set robust executive and non-employee director Stock Ownership Guidelines
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✘
No hedging or pledging or speculative transaction in our securities
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✓
Use multiple performance measures to determine incentive payouts, include caps on annual incentive payments
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✘
No re-pricing of equity awards without shareholder approval
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✓
Engage independent compensation consultant
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✘
No excise tax gross-ups
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| Allakos Inc. | | | Dicerna Pharmaceuticals Inc. | | | REGENXBIO Inc. | |
| Allogene Therapeutics, Inc. | | | Fate Therapeutics, Inc. | | | Replimune Group, Inc. | |
| Arrowhead Pharmaceuticals, Inc. | | | Intellia Therapeutics, Inc. | | | Rocket Pharmaceuticals, Inc. | |
| Arvinas, Inc. | | | Iovance Biotherapeutics, Inc. | | | Rubius Therapeutics, Inc. | |
| Beam Therapeutics Inc. | | | Karuna Therapeutics, Inc. | | | Sangamo Therapeutics, Inc. | |
| CRISPR Therapeutics AG | | | Kodiak Sciences Inc. | | | uniQure N.V. | |
| Denali Therapeutics Inc. | | | Mirati 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 2022 Peer Group | | | | $ | 3,924 | | | | | $ | 176 | | | | | | 237 | | |
| Editas | | | | $ | 4,466 | | | | | $ | 171 | | | | | | 235 | | |
| Editas Percentile | | | | | 55th | | | | | | 45th | | | | | | 50th | | |
| Adicet Bio, Inc.* | | | Denali Therapeutics Inc. | | | Replimune Group, Inc. | |
| Allogene Therapeutics, Inc. | | | Fate Therapeutics, Inc. | | | Rocket Pharmaceuticals, Inc. | |
|
Arrowhead Pharmaceuticals, Inc.
|
| | Intellia Therapeutics, Inc. | | | Sangamo Therapeutics, Inc. | |
| Arvinas, Inc. | | | Iovance Biotherapeutics, Inc. | | | uniQure N.V. | |
| Beam Therapeutics Inc. | | | Kodiak Sciences Inc. | | | Verve Therapeutics, Inc.* | |
| Caribou Biosciences, Inc.* | | | Mirati Therapeutics, Inc. | | | | |
| CRISPR Therapeutics AG | | | REGENXBIO 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 2023 Peer Group | | | | $ | 2,029 | | | | | $ | 253 | | | | | | 329 | | |
| Editas | | | | $ | 1,019 | | | | | $ | 164 | | | | | | 264 | | |
| Editas Percentile | | | | | 30th | | | | | | 25th | | | | | | 30th | | |
|
Name
|
| |
2021
Base Salary ($) |
| |
2022
Base Salary ($) |
| |
Increase of
2022 over 2021 |
| |||||||||
| Gilmore O’Neill | | | | | N/A | | | | | | 625,000 | | | | | | N/A | | |
| Michelle Robertson | | | | | 450,000 | | | | | | 450,000 | | | | | | — | | |
| Bruce Eaton | | | | | 430,000 | | | | | | 449,350 | | | | | | 5% | | |
| Baisong Mei | | | | | N/A | | | | | | 450,000 | | | | | | N/A | | |
| Mark S. Shearman | | | | | 470,000 | | | | | | 493,265 | | | | | | 5% | | |
| James Mullen | | | | | 625,000 | | | | | | 655,000 | | | | | | 5% | | |
|
Component Calculation
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| |||||||||||||||||||||||||||
|
Company Performance Component
|
| |
80%
Weighting |
| |
X
|
| |
Base
Salary |
| |
X
|
| |
Target Bonus Percentage
|
| |
X
|
| |
Corporate Goal Achievement Percentage
(0-150%) |
| |
=
|
| |
Company Performance Component
|
|
|
Individual Performance Component
|
| |
20%
Weighting |
| |
X
|
| |
Base Salary
|
| |
X
|
| |
Target Bonus Percentage
|
| |
X
|
| |
Individual Goal Achievement Percentage
(0-130%) |
| |
=
|
| |
Individual Performance Component
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Annual
Bonus Payout |
|
|
Name
|
| |
2022 Target Bonus Percentage
|
| |||
| Gilmore O’Neill | | | | | 60% | | |
| Michelle Robertson | | | | | 45% | | |
| Bruce Eaton | | | | | 45% | | |
| Baisong Mei | | | | | 40% | | |
| Mark S. Shearman | | | | | 45% | | |
| James Mullen | | | | | 60% | | |
|
Name
|
| |
Relative
Weighting |
| |
Actual
Achievement for 2022 |
| ||||||
| Advance in vivo medicines portfolio | | | | | 45% | | | | | | 25% | | |
| Advance hemoglobinopathies ex vivo cell-based medicines portfolio | | | | | 40% | | | | | | 30% | | |
| Advance oncology ex vivo cell-based medicines portfolio | | | | | 25% | | | | | | 16% | | |
| Business development | | | | | 10% | | | | | | 6% | | |
| Advance technology platforms | | | | | 10% | | | | | | 5% | | |
| Build a sustainable business | | | | | 20% | | | | | | 10% | | |
|
Name
|
| |
Target Bonus
Amount($) |
| |
Company
Performance Component($) |
| |
Individual
Performance Component($) |
| |
Total Annual
Performance- based Cash Bonus Earned($) |
| ||||||||||||
| Gilmore O’Neill | | | | | 218,836(1) | | | | | | 201,329 | | | | | | N/A(2) | | | | | | 201,329 | | |
| Michelle Robertson | | | | | 202,500 | | | | | | 149,040 | | | | | | 40,500 | | | | | | 189,540 | | |
| Bruce Eaton | | | | | 202,208 | | | | | | 148,825 | | | | | | 40,442 | | | | | | 189,266 | | |
| Baisong Mei | | | | | 90,000(1) | | | | | | 66,240 | | | | | | 18,000 | | | | | | 84,240 | | |
| Mark Shearman | | | | | 221,969 | | | | | | 163,369 | | | | | | 44,394 | | | | | | 207,763 | | |
| James Mullen | | | | | 393,000 | | | | | | 361,560 | | | | | | N/A(2) | | | | | | 361,560 | | |
|
Name
|
| |
2022 Stock
Option Awards(1) |
| |
2022
RSUs(2) |
| |
2022
PSUs(3) |
| |||||||||
| Michelle Robertson | | | | | 157,580 | | | | | | 53,499 | | | | | | 53,499 | | |
| Bruce Eaton | | | | | 110,732 | | | | | | 37,593 | | | | | | 37,593 | | |
| Mark Shearman(4) | | | | | 93,398 | | | | | | 31,709 | | | | | | 54,352 | | |
|
Name
|
| |
2022 Stock
Option Awards |
| |
2022
RSUs |
| |
2022
PSUs |
| |||||||||
| Gilmore O’Neill(1) | | | | | 950,209 | | | | | | 86,655 | | | | | | 216,637 | | |
| Baisong Mei(2) | | | | | 171,602 | | | | | | 58,372 | | | | | | 58,372 | | |
|
Group
|
| |
Ownership Level
|
|
| Chief Executive Officer | | | 3x Base Salary | |
| Other Executive Officers | | | 1x Base Salary | |
| Non-Employee Directors | | | 3x Annual Cash Retainer | |
| | | Respectfully submitted, | | |
| | | |
The Organization, Leadership and Compensation
Committee of the Board |
|
| | | |
Bernadette Connaughton, Chair
Andrew Hirsch David Scadden, M.D. Akshay Vaishnaw, M.D., Ph.D. |
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($)(1) |
| |
Stock Awards
($)(2) |
| |
Option
Awards ($)(3) |
| |
Non-Equity
Incentive Plan Compensation ($)(4) |
| |
All Other
Compensation ($)(5) |
| |
Total ($)
|
| ||||||||||||||||||||||||
| Gilmore O’Neill, M.B., M.M.Sc.(6) | | | | | 2022 | | | | | | 355,769 | | | | | | — | | | | | | 999,999 | | | | | | 7,495,059 | | | | | | 201,329 | | | | | | 6,744 | | | | | | 9,058,900 | | |
|
President and Chief Executive Officer
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Michelle Robertson | | | | | 2022 | | | | | | 450,915 | | | | | | — | | | | | | 924,998 | | | | | | 1,849,343 | | | | | | 189,540 | | | | | | 7,290 | | | | | | 3,422,086 | | |
|
Executive Vice President and Chief
|
| | | | 2021 | | | | | | 415,754 | | | | | | — | | | | | | 627,408 | | | | | | 977,865 | | | | | | 218,700 | | | | | | 7,290 | | | | | | 2,247,017 | | |
|
Financial Officer
|
| | | | 2020 | | | | | | 387,692 | | | | | | 140,000 | | | | | | 613,000 | | | | | | 2,374,080 | | | | | | 112,880 | | | | | | 6,690 | | | | | | 3,634,342 | | |
| Bruce Eaton, Ph.D.(7) | | | | | 2022 | | | | | | 448,978 | | | | | | 140,000 | | | | | | 649,983 | | | | | | 1,299,540 | | | | | | 189,267 | | | | | | 7,980 | | | | | | 2,735,748 | | |
|
Executive Vice President and Chief Business Officer
|
| | | | 2021 | | | | | | 386,624 | | | | | | — | | | | | | 717,568 | | | | | | 520,351 | | | | | | 208,980 | | | | | | 7,290 | | | | | | 1,840,813 | | |
| Baisong Mei, M.D., Ph.D.(8) | | | | | 2022 | | | | | | 199,038 | | | | | | 100,000 | | | | | | 874,996 | | | | | | 1,748,762 | | | | | | 84,240 | | | | | | 3,711 | | | | | | 3,010,747 | | |
|
Senior Vice President and Chief
Medical Officer |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| Mark Shearman, Ph.D.(9) | | | | | 2022 | | | | | | 492,818 | | | | | | — | | | | | | 548,249 | | | | | | 1,096,110 | | | | | | 207,763 | | | | | | 7,980 | | | | | | 2,352,919 | | |
|
Former Executive Vice President and Chief Scientific Officer
|
| | | | 2021 | | | | | | 253,077 | | | | | | 247,500 | | | | | | 1,609,963 | | | | | | 1,299,984 | | | | | | 133,909 | | | | | | 5,405 | | | | | | 3,549,838 | | |
| James Mullen(10) | | | | | 2022 | | | | | | 654,423 | | | | | | — | | | | | | — | | | | | | — | | | | | | 361,560 | | | | | | 34,980 | | | | | | 1,050,963 | | |
|
Executive Chair; Former President and Chief Executive Officer
|
| | | | 2021 | | | | | | 540,865 | | | | | | — | | | | | | — | | | | | | 5,780,000 | | | | | | 361,644 | | | | | | 32,002 | | | | | | 6,714,511 | | |
|
Name
|
| |
Grant Date Fair Value 2022
PSUs ($) |
| |||
| Gilmore O’Neill | | | | | 2,499,991 | | |
| Michelle Robertson | | | | | 924,998 | | |
| Bruce Eaton | | | | | 649,983 | | |
| Baisong Mei | | | | | 874,996 | | |
| Mark Shearman | | | | | 939,746 | | |
| James Mullen | | | | | — | | |
| | |
Date of
Grant |
| |
Grant
Approval Date(2) |
| |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards(3) |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards(4) |
| |
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 ($) |
| |
Grant
Date Fair Value of Stock and Option Awards(5) |
| ||||||||||||||||||||||||||||||||||||||||||||||||
Name(1)
|
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gilmore O’Neill
|
| | | | | | | | | | | | | | | | — | | | | | | 218,836 | | | | | | 328,253 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 6/2/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 86,655(6) | | | | | | — | | | | | | — | | | | | | 999,999 | | | ||
| | | 6/2/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 950,209(7) | | | | | | 11.54 | | | | | | 7,495,059 | | | ||
| | | 6/2/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 216,637 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0 | | | ||
Michelle Robertson
|
| | | | | | | | | | | | | | | | — | | | | | | 202,500 | | | | | | 295,650 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/10/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 53,499(7) | | | | | | — | | | | | | — | | | | | | 924,998 | | | ||
| | | 2/10/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 157,580(7) | | | | | | 17.29 | | | | | | 1,849,343 | | | ||
| | | 2/10/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 53,499 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0 | | | ||
Bruce Eaton
|
| | | | | | | | | | | | | | | | — | | | | | | 202,208 | | | | | | 295,223 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/10/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 37,593(7) | | | | | | — | | | | | | — | | | | | | 649,983 | | | ||
| | | 2/10/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 110,732(7) | | | | | | 17.29 | | | | | | 1,299,540 | | | ||
| | | 2/10/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 37,593 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0 | | | ||
Baisong Mei
|
| | | | | | | | | | | | | | | | — | | | | | | 90,000 | | | | | | 131,400 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 7/18/2022 | | | | | | 7/15/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 58,372(6) | | | | | | — | | | | | | — | | | | | | 874,996 | | | ||
| | | 7/18/2022 | | | | | | 7/15/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 171,602(7) | | | | | | 14.99 | | | | | | 1,748,762 | | | ||
| | | 7/18/2022 | | | | | | 7/15/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 58,372 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0 | | | ||
Mark Shearman
|
| | | | | | | | | | | | | | | | — | | | | | | 221,969 | | | | | | 324,075 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/10/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 31,709(7) | | | | | | — | | | | | | — | | | | | | 548,249 | | | ||
| | | 2/10/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 93,398(7) | | | | | | 17.29 | | | | | | 1,096,110 | | | ||
| | | 2/10/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 54,352 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0 | | | ||
James Mullen | | | | | — | | | | | | — | | | | | | — | | | | | | 393,000 | | | | | | 589,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | | | |
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 (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
shares or units of stock that have not vested (#) |
| |
Market
value of shares or units of stock that have not vested (#) |
| |
Equity
incentive plan awards: number of unearned shares, units or other rights that have not vested (#) |
| |
Equity
incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) |
| ||||||||||||||||||||||||||||||
Gilmore O’Neill
|
| | | | 6/2/2022 | | | | | | — | | | | | | 950,209(3) | | | | | | — | | | | | | 11.54 | | | | | | 6/1/2032 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 6/2/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 86,655(4) | | | | | | 768,630 | | | | | | — | | | | | | — | | | ||
| | | 6/2/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 216,637(5) | | | | | | 1,921,570 | | | ||
Michelle Robertson
|
| | | | 1/9/2020 | | | | | | 82,500 | | | | | | 32,500(6) | | | | | | — | | | | | | 30.65 | | | | | | 1/18/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 1/9/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,000(7) | | | | | | 88,700 | | | | | | — | | | | | | — | | | ||
| | | 3/2/2021 | | | | | | 14,086 | | | | | | 18,111(8) | | | | | | — | | | | | | 45.69 | | | | | | 3/1/2031 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 3/2/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,796(9) | | | | | | 51,411 | | | | | | — | | | | | | — | | | ||
| | | 6/2/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,942(10) | | | | | | 79,316 | | | ||
| | | 2/10/2022 | | | | | | 32,829 | | | | | | 124,751(11) | | | | | | — | | | | | | 17.29 | | | | | | 2/9/2032 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 2/10/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 53,499(12) | | | | | | 474,536 | | | | | | — | | | | | | — | | | ||
| | | 2/10/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 53,499(5) | | | | | | 474,536 | | | ||
Bruce Eaton
|
| | | | 2/5/2018 | | | | | | 110,000 | | | | | | — | | | | | | — | | | | | | 33.98 | | | | | | 2/4/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/6/2019 | | | | | | 46,719 | | | | | | 2,031(13) | | | | | | — | | | | | | 21.10 | | | | | | 2/5/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 2/6/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 508(14) | | | | | | 4,506 | | | | | | — | | | | | | — | | | ||
| | | 2/6/2020 | | | | | | 31,880 | | | | | | 13,127(15) | | | | | | — | | | | | | 28.05 | | | | | | 2/5/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 2/6/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,344(16) | | | | | | 20,791 | | | | | | — | | | | | | — | | | ||
| | | | | 3/2/2021 | | | | | | 7,496 | | | | | | 9,637(8) | | | | | | — | | | | | | 45.69 | | | | | | 3/1/2031 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 3/2/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,084(17) | | | | | | 27,355 | | | | | | — | | | | | | — | | |
| | | | | 6/2/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,944(10) | | | | | | 61,593 | | |
| | | | | 2/10/2022 | | | | | | 23,069 | | | | | | 87,663(11) | | | | | | — | | | | | | 17.29 | | | | | | 2/9/2032 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 2/10/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 37,593(12) | | | | | | 333,450 | | | | | | — | | | | | | — | | |
| | | | | 2/10/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 37,593(5) | | | | | | 333,450 | | |
Baisong Mei
|
| | | | 7/18/2022 | | | | | | — | | | | | | 171,602(18) | | | | | | — | | | | | | 14.99 | | | | | | 7/17/2032 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 7/18/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 58,372(19) | | | | | | 517,760 | | | | | | — | | | | | | — | | | ||
| | | 7/18/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 58,372(5) | | | | | | 517,760 | | |
| | | | | | | | |
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 (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
shares or units of stock that have not vested (#) |
| |
Market
value of shares or units of stock that have not vested (#) |
| |
Equity
incentive plan awards: number of unearned shares, units or other rights that have not vested (#) |
| |
Equity
incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) |
| ||||||||||||||||||||||||||||||
Mark Shearman(20)
|
| | | | 6/14/2021 | | | | | | 19,769 | | | | | | 32,949(21) | | | | | | — | | | | | | 38.53 | | | | | | 6/13/2031 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 6/14/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 24,525(22) | | | | | | 217,537 | | | | | | — | | | | | | — | | | ||
| | | 6/14/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 18,167(10) | | | | | | 161,141 | | | ||
| | | 2/10/2022 | | | | | | 19,458 | | | | | | 73,940(11) | | | | | | — | | | | | | 17.29 | | | | | | 2/9/2032 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 2/10/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 31,709(12) | | | | | | 281,259 | | | | | | — | | | | | | — | | | ||
| | | 2/10/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 54,352(5) | | | | | | 482,102 | | | ||
James Mullen
|
| | | | 3/27/2018 | | | | | | 23,076 | | | | | | — | | | | | | — | | | | | | 33.18 | | | | | | 3/26/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 6/12/2019 | | | | | | 11,538 | | | | | | — | | | | | | — | | | | | | 21.74 | | | | | | 6/11/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 6/10/2020 | | | | | | 11,538 | | | | | | — | | | | | | — | | | | | | 27.49 | | | | | | 6/9/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 3/2/2021 | | | | | | 341,978(23) | | | | | | — | | | | | | — | | | | | | 45.69 | | | | | | 3/1/2031 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 3/2/2021 | | | | | | — | | | | | | — | | | | | | 196,637(24) | | | | | | 45.69 | | | | | | 3/1/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | |
Stock Awards
|
| |||||||||
|
Name
|
| |
Number of
shares acquired on vesting (#) |
| |
Value
realized on vesting ($)(1) |
| ||||||
| Gilmore O’Neill | | | | | — | | | | | | — | | |
| Michelle Robertson | | | | | 13,978 | | | | | | 247,840 | | |
| Bruce Eaton | | | | | 14,065 | | | | | | 219,344 | | |
| Baisong Mei | | | | | — | | | | | | — | | |
| Mark Shearman | | | | | 17,260 | | | | | | 172,600 | | |
| James Mullen | | | | | — | | | | | | — | | |
| | | | | | |
Triggering Event
|
| |||||||||
|
Name
|
| |
Benefit
|
| |
Resignation For
Good Reason or Termination Without Cause ($) |
| |
Resignation For
Good Reason or Termination Without Cause Upon or Within One Year Following a Change-in-Control ($) |
| ||||||
|
Gilmore O’Neill
|
| |
Severance Payments(1)
|
| | | | 625,000 | | | | | | 625,000 | | |
| Bonus Payment(2) | | | | | 201,329 | | | | | | 201,329 | | | |||
| Continuation of Benefits | | | | | 7,676 | | | | | | 7,676 | | | |||
|
Market Value of Stock Vesting(3)
|
| | | | — | | | | | | 2,690,200 | | | |||
| Total | | | | | 834,004 | | | | | | 3,524,205 | | | |||
| | | | | | | | | | | | | | | | | |
|
Michelle Robertson
|
| |
Severance Payments(1)
|
| | | | 450,000 | | | | | | 450,000 | | |
| Bonus Payment | | | | | —(4) | | | | | | 189,540(5) | | | |||
| Continuation of Benefits | | | | | 7,676 | | | | | | 7,676 | | | |||
|
Market Value of Stock Vesting(3)
|
| | | | — | | | | | | 1,168,498 | | | |||
| Total | | | | | 457,676 | | | | | | 1,815,714 | | | |||
| | | | | | | | | | | | | |||||
|
Bruce Eaton
|
| |
Severance Payments(1)
|
| | | | 449,350 | | | | | | 449,350 | | |
| Bonus Payment | | | | | —(4) | | | | | | 189,267(5) | | | |||
| Continuation of Benefits | | | | | 7,676 | | | | | | 7,676 | | | |||
|
Market Value of Stock Vesting(3)
|
| | | | — | | | | | | 781,145 | | | |||
| Total | | | | | 457,026 | | | | | | 1,427,438 | | | |||
| | | | | | | | | | | | | | | | | |
|
Baisong Mei
|
| |
Severance Payments(1)
|
| | | | 450,000 | | | | | | 450,000 | | |
| Bonus Payment | | | | | —(4) | | | | | | 84,240(5) | | | |||
| Continuation of Benefits | | | | | 7,676 | | | | | | 7,676 | | | |||
|
Market Value of Stock Vesting(3)
|
| | | | — | | | | | | 1,035,519 | | | |||
| Total | | | | | 457,676 | | | | | | 1,577,435 | | | |||
| | | | | | | | | | | | | |||||
|
Mark Shearman(6)
|
| |
Severance Payments(1)
|
| | | | 493,265 | | | | | | 493,265 | | |
| Bonus Payment | | | | | —(4) | | | | | | 207,763(5) | | | |||
| Continuation of Benefits | | | | | 7,676 | | | | | | 7,676 | | | |||
|
Market Value of Stock Vesting(3)
|
| | | | — | | | | | | 1,142,039 | | | |||
| Total | | | | | 500,941 | | | | | | 1,850,743 | | | |||
| | | | | | | | | | | | | | | | | |
|
James Mullen
|
| |
Severance Payments(1)
|
| | | | 655,000 | | | | | | 655,000 | | |
| Bonus Payment | | | | | —(4) | | | | | | 361,560(5) | | | |||
| Continuation of Benefits | | | | | 7,676 | | | | | | 7,676 | | | |||
|
Market Value of Stock Vesting(3)
|
| | | | — | | | | | | — | | | |||
| Total | | | | | 662,676 | | | | | | 1,024,236 | | |
| Year | | | Summary Compensation Table Total for Gilmore O’Neill ($)(1) | | | Summary Compensation Table Total for James Mullen ($)(1) | | | Summary Compensation Table Total for Cynthia Collins ($)(1) | | | Compensation Actually Paid to Gilmore O’Neill ($)(1)(2) | | | Compensation Actually Paid to James Mullen ($)(1)(2) | | | Compensation Actually Paid to Cynthia Collins ($)(1)(2) | | | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | | | Average Compensation Actually Paid to Non-PEO NEOs ($)(3)(4) | | | Value of Initial Fixed $100 Investment Based On: | | | Net Loss ($000s) | | ||||||||||||||||||||||||||||||||||||
| Editas Total Shareholder Return ($) | | | Peer Group Total Shareholder Return ($)(5) | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | | | | | 9,058,900 | | | | | | 1,050,963 | | | | | | — | | | | | | 6,493,262 | | | | | | (2,912,999) | | | | | | — | | | | | | 2,880,375 | | | | | | 888,433 | | | | | | 29.96 | | | | | | 111.27 | | | | | | (220,432) | | |
| 2021 | | | | | — | | | | | | 6,714,511 | | | | | | 662,427 | | | | | | — | | | | | | 8,874,155 | | | | | | (16,539,214) | | | | | | 2,115,079 | | | | | | (1,272,198) | | | | | | 89.67 | | | | | | 124.89 | | | | | | (192,502) | | |
| 2020 | | | | | — | | | | | | — | | | | | | 3,115,950 | | | | | | — | | | | | | — | | | | | | 28,342,079 | | | | | | 1,851,910 | | | | | | 3,862,256 | | | | | | 236.78 | | | | | | 125.69 | | | | | | (115,976) | | |
| | | | | | | Equity Award Adjustments | | | | | | | | |||||||||||||||||||||||||||
| Year | | | PEO | | | Plus: Year-End Fair Value of Awards Granted During Applicable Year That Remain Unvested as of Year-End($) | | | Plus (Minus): Change in Fair Value as of Year- End of any Prior-Year Awards that Remain Unvested as of Year- End($) | | | Plus: Fair Value as of the Vesting Date of Awards Granted and Vested During the Applicable Year($) | | | Plus (Minus): Change in Fair Value as of the Vesting Date of any Prior-Year Awards that Vested During Applicable Year($) | | | Minus: Fair Value at Prior-Year-End of any Prior- Year Awards that Failed to Meet Applicable Vesting Conditions During the Applicable Year($) | | | Total Equity Awards Adjustments($) | | ||||||||||||||||||
| 2022 | | | Gilmore O’Neill | | | | | 5,929,419 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,929,419 | | |
| 2022 | | | James Mullen | | | | | — | | | | | | (1,881,816) | | | | | | — | | | | | | (1,113,655) | | | | | | 968,491 | | | | | | (3,963,962) | | |
| 2021 | | | James Mullen | | | | | 2,050,924 | | | | | | — | | | | | | 6,435,548 | | | | | | (546,827) | | | | | | — | | | | | | 7,939,644 | | |
| 2021 | | | Cynthia Collins | | | | | — | | | | | | — | | | | | | — | | | | | | (3,790,547) | | | | | | 13,411,094 | | | | | | (17,201,641) | | |
| 2020 | | | Cynthia Collins | | | | | 5,124,086 | | | | | | 17,997,080 | | | | | | 359,720 | | | | | | 3,868,258 | | | | | | — | | | | | | 27,349,144 | | |
| | | | Equity Award Adjustments | | | ||||||||||||||||||||||||||||||||
| Year | | | Plus: Average Year-End Fair Value of Awards Granted During Applicable Year That Remain Unvested as of Year-End($) | | | Plus (Minus): Average Change in Fair Value as of Year-End of any Prior-Year Awards that Remain Unvested as of Year-End($) | | | Plus: Average Fair Value as of the Vesting Date of Awards Granted and Vested During the Applicable Year($) | | | Plus (Minus): Average Change in Fair Value as of the Vesting Date of any Prior-Year Awards that Vested During Applicable Year($) | | | Minus: Average Fair Value at Prior-Year-End of any Prior-Year Awards that Failed to Meet Applicable Vesting Conditions During the Applicable Year($) | | | Total Average Equity Awards Adjustments($) | | ||||||||||||||||||
| 2022 | | | | | 950,131 | | | | | | (531,038) | | | | | | 164,771 | | | | | | (327,810) | | | | | | — | | | | | | 256,053 | | |
| 2021 | | | | | 827,448 | | | | | | (2,248,592) | | | | | | 64,051 | | | | | | (554,734) | | | | | | — | | | | | | (1,911,826) | | |
| 2020 | | | | | 3,900,667 | | | | | | 373,750 | | | | | | 53,290 | | | | | | (35,567) | | | | | | 778,692 | | | | | | 3,513,447 | | |
| | | |
Member
Annual Fee |
| |
Chair
Annual Fee |
| ||||||
| Board of Directors | | | | $ | 40,000 | | | | | $ | 75,000 | | |
| Audit Committee | | | | $ | 7,500 | | | | | $ | 15,000 | | |
| Organization, Leadership and Compensation Committee | | | | $ | 5,000 | | | | | $ | 12,000 | | |
| Nominating and Corporate Governance Committee | | | | $ | 5,000 | | | | | $ | 10,000 | | |
| Science and Technology Committee | | | | $ | 5,000 | | | | | $ | 10,000 | | |
|
Name
|
| |
Fees earned
or paid in cash ($) |
| |
Option
awards ($)(1) |
| |
Total ($)
|
| |||||||||
| Meeta Chatterjee, Ph.D. | | | | | 57,500 | | | | | | 199,973 | | | | | | 257,473 | | |
| Bernadette Connaughton | | | | | 57,136 | | | | | | 199,973 | | | | | | 257,109 | | |
| Andrew Hirsch | | | | | 52,500 | | | | | | 199,973 | | | | | | 252,473 | | |
| Jessica Hopfield, Ph.D. | | | | | 92,500 | | | | | | 199,973 | | | | | | 292,473 | | |
| Emma Reeve | | | | | 60,000 | | | | | | 199,973 | | | | | | 259,973 | | |
| David T. Scadden, M.D. | | | | | 55,000 | | | | | | 199,973 | | | | | | 254,973 | | |
| Akshay K. Vaishnaw, M.D., Ph.D. | | | | | 50,000 | | | | | | 199,973 | | | | | | 249,973 | | |
|
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)
|
| | | | 5,396,354 | | | | | $ | 26.83 | | | | | | 11,113,393 | | |
|
Equity compensation plans not approved by security holders(3)
|
| | | | 1,378,864 | | | | | $ | 15.59 | | | | | | — | | |
| Total | | | | | 6,775,218 | | | | | $ | 24.54 | | | | | | 11,113,393 | | |
|
Name of Beneficial Owner
|
| |
Shares
Beneficially Owned |
| |
Percentage of
Shares Beneficially Owned |
| ||||||
| 5% Stockholders | | | | | | | | | | | | | |
| State Street Corporation(1) | | | | | 9,222,236 | | | | | | 13.4% | | |
| BlackRock Inc.(2) | | | | | 7,338,742 | | | | | | 10.6% | | |
| The Vanguard Group, Inc.(3) | | | | | 6,873,123 | | | | | | 10.0% | | |
| Named Executive Officers and Directors | | | | | | | | | | | | | |
| Meeta Chatterjee, Ph.D.(4) | | | | | 26,921 | | | | | | * | | |
| Bernadette Connaughton(5) | | | | | 8,244 | | | | | | * | | |
| Bruce Eaton(6) | | | | | 270,791 | | | | | | * | | |
| Andrew Hirsch(7) | | | | | 71,228 | | | | | | * | | |
| Jessica Hopfield, Ph.D.(8) | | | | | 80,390 | | | | | | * | | |
| Elliott Levy, M.D. | | | | | — | | | | | | — | | |
| Baisong Mei, M.D., Ph.D. | | | | | — | | | | | | — | | |
| James C. Mullen(9) | | | | | 464,028 | | | | | | * | | |
| Gilmore O’Neill, M.B., M.M.Sc.(10) | | | | | 259,216 | | | | | | * | | |
| Emma Reeve(11) | | | | | 4,579 | | | | | | * | | |
| Michelle Robertson(12) | | | | | 192,125 | | | | | | * | | |
| David T. Scadden, M.D.(13) | | | | | 46,152 | | | | | | * | | |
| Mark S. Shearman, Ph.D.(14) | | | | | 71,699 | | | | | | * | | |
| Akshay K. Vaishnaw, M.D., Ph.D.(15) | | | | | 80,766 | | | | | | * | | |
| All executive officers and directors as a group (13 persons)(16) | | | | | 1,504,440 | | | | | | 2.2% | | |
| | | |
2022
|
| |
2021
|
| ||||||
| Audit fees(1) | | | | $ | 900,390 | | | | | $ | 896,010 | | |
| Audit-related fees | | | | | — | | | | | | — | | |
| Tax fees(2) | | | | | 20,000 | | | | | | 23,995 | | |
| All other fees | | | | | — | | | | | | — | | |
| Total fees | | | | $ | 920,390 | | | | | $ | 920,005 | | |