DEF 14A of CRISPR Therapeutics AG, Apr 9, 2024

DEF 14A of CRISPR Therapeutics AG

Filed Apr 9, 2024 · FY20230000950170-24-043025

Open on EDGAR

  1. Election of Directors

    Election of Directors Our Board of Directors is comprised of one class, with members holding office for one-year terms. There are currently eight directors on our Board of Directors (Samarth Kulkarni, Ph.D., Ali Behbahani, M.D., Maria Fardis, Ph.D., H. Edward Fleming, Jr., M.D., Simeon J. George, M.D., John T. Greene, Katherine A. High, M.D., and Douglas A. Treco, Ph.D.), whose terms expire at the 2024 Annual General Meeting, subject to such director’s earlier death, resignation or removal. Set forth below are the names and certain information for each member and nominee of the Board of Directors, as of March 15, 2024. The information presented includes each director and nominee’s principal occupation and business experience for the past five years, and the names of other public companies of which he or she has served as a director during the past five years. The information presented below regarding the specific experience, qualifications, attributes and skills of each director and nominee led our nominating and corporate governance committee and our Board of Directors to conclude that he or she should serve as a director and be nominated for directorship at the 2024 Annual General Meeting. In addition, we believe that each director and nominee possesses the attributes or characteristics which the nominating and corporate governance committee expects of each director. These attributes and characteristics are further described under “Board of Directors and Corporate Governance—Corporate Governance Matters—Director Nomination Process.” There are no family relationships among any of our directors or executive officers.

  2. Election of Directors

    | Name | Age | Position(s) | | Ali Behbahani, M.D. (1a)(1b)(2a)(2b) | 47 | Director | | Maria Fardis, Ph.D. (3a)(3b) | 56 | Director | | H. Edward Fleming, Jr., M.D. (1a)(1b) | 61 | Director | | Simeon J. George, M.D. (1a)(1b) | 46 | Director | | John T. Greene (1a)(1b)(3a)(3b) | 58 | Director | | Katherine A. High, M.D. (2a)(2b) | 72 | Director | | Samarth Kulkarni, Ph.D. | 45 | Chairman and Chief Executive Officer | | Douglas A. Treco, Ph.D. (2a)(2b)(3a)(3b) | 66 | Lead Independent Director | | Sandesh Mahatme, LL.M (3b)(4) | 59 | Director nominee | | Christian Rommel, Ph.D. (4) | 57 | Director nominee |

  3. Election of Directors

    (1a) Current member of the Compensation Committee. (1b) Subject to and following the election of directors at the 2024 Annual General Meeting, will be a member of the Compensation Committee. (2a) Current member of the Nominating and Corporate Governance Committee. (2b) Subject to and following the election of directors at the 2024 Annual General Meeting, will be a member of the Nominating and Corporate Governance Committee. (3a) Current member of the Audit Committee. (3b) Subject to and following the election of directors at the 2024 Annual General Meeting, will be a member of the Audit Committee. (4) Subject to and following the election of directors at the 2024 Annual General Meeting, will be a member of the Board of Directors.

  4. Nominee for Re-Election as Member and Election as Chairman of the Board of Directors

    Nominee for Re-Election as Member and Election as Chairman of the Board of Directors Samarth Kulkarni, Ph.D., Chief Executive Officer and Director: Dr. Kulkarni has served as our Chief Executive Officer since December 2017, a member of our Board of Directors since June 2018, and as the Chairman of our Board of Directors since September 2023. Previous to that, Dr. Kulkarni served as our President and Chief Business Officer. Dr. Kulkarni has more than 15 years of experience in the Biopharmaceutical industry, driving strategy and innovation, and bringing transformative medicines to patients. Prior to joining our company, Dr. Kulkarni was at McKinsey & Company from 2006 to 2015, with various titles, his most recent being Partner within the Pharmaceuticals and Biotechnology practice. Dr. Kulkarni also currently serves as a member of the board of directors of Repare Therapeutics Inc. (Nasdaq: RPTX), a precision oncology company, Black Diamond Therapeutics, Inc. (Nasdaq: BDTX), a precision oncology company, and Centessa Pharmaceuticals plc (Nasdaq: CNTA), a biotechnology company. Dr. Kulkarni received a Ph.D. in Bioengineering and Nanotechnology from the University of Washington and a B. Tech. from the Indian Institute of Technology. Dr. Kulkarni has authored several publications in leading scientific and business journals and has received several industry honors. We believe Dr. Kulkarni’s experience as our Chief Executive Officer, his previous experience as our President and Chief Business Officer, and his experience in the biopharmaceutical industry, qualifies him to serve on our Board of Directors.

  5. Nominees for Election as Member of the Board of Directors

    Nominees for Election as Member of the Board of Directors Sandesh Mahatme, LL.M.: Since July 2020, Mr. Mahatme has served as President, Chief Operating Officer and Chief Financial Officer of National Resilience Inc., a technology-focused biomanufacturing company dedicated to broadening access to complex medicines. From November 2012 to July 2020, Mr. Mahatme served in various executive positions, including as Executive Vice President, Chief Financial Officer and Chief Business Officer of Sarepta Therapeutics, Inc., a publicly traded biopharmaceutical company. Prior to those roles, he worked at Celgene Corporation, where he served in various positions including Senior Vice President of Corporate Development, Senior Vice President of Finance, Corporate Treasurer and Head of Tax. Mr. Mahatme served in senior roles in business development and corporate finance at Pfizer, Inc. after starting his career at Ernst & Young LLP. Since May 2020, Mr. Mahatme has served as a director of Idorsia Pharmaceuticals Ltd. (SIX: IDIA). In addition, Mr. Mahatme previously served as a director on the boards of Aeglea BioTherapeutics, Inc. (Nasdaq: AGLE), a clinical-stage biotechnology company, from June 2015 to July 2022, and Flexion Therapeutics, Inc. (Nasdaq: FLXN), a biopharmaceutical company, beginning in 2014 to June 2021. Mr. Mahatme earned Master of Laws degrees from Cornell Law School and the New York University School of Law and is a member of the New York State Bar Association. We believe Mr. Mahatme is qualified to serve on our Board of Directors due to his experience in the pharmaceutical industry and his financial expertise. Christian Rommel, Ph.D.: Since February 2021, Dr. Rommel has served as Executive Vice President, Global Head of Research & Development and a Member of the Executive Committee of Bayer Pharmaceuticals, Inc., a biotechnology and pharmaceutical company. From January 2014 to February 2021, Dr. Rommel served in various roles at F. Hoffmann-La Roche Ltd, a biopharmaceutical company, most recently as Senior Vice President, Global Head of Oncology, Pharma Research and Early Development (pRED) from January 2018 to February 2021. Before that, Dr. Rommel worked at Amgen Inc. (Nasdaq: AMGN), a global biopharmaceutical company, where he held roles such as Vice President of External Research and Development and Vice President, Research Oncology. Previously, he served as Chief Scientific Officer of Intellikine Inc., a biopharmaceutical company, from its inception to its acquisition by Takeda Pharmaceutical Company Limited. Dr. Rommel received his Ph.D. in molecular oncology from the Max Planck Institute in Berlin, Germany and the Institute of Medical Virology at the University of Zurich, Switzerland. He is also a lecturer of biotechnology at the ETH Zurich, Switzerland. He has authored more than 70 publications, including papers in Science and Nature. We believe Dr. Rommel’s experience in the biopharmaceutical industry qualifies him to serve on our Board of Directors.

  6. Nominees for Re-Election as Member of the Board of Directors

    Nominees for Re-Election as Member of the Board of Directors Ali Behbahani, M.D., M.B.A., Director: Dr. Behbahani has served on our Board of Directors since April 2015. Dr. Behbahani joined New Enterprise Associates, Inc., or NEA, in 2007 and is a Partner and Co-Head of Healthcare. Dr. Behbahani also has served as a member of the board of directors of Adaptimmune Therapeutics plc (Nasdaq: ADAP), a biopharmaceutical company, since September 2014; Nkarta, Inc. (Nasdaq: NKTX), a biopharmaceutical company, since August 2015 and as chairman since August 2019; Black Diamond Therapeutics, Inc. (Nasdaq: BDTX), a precision oncology company, since December 2018; Monte Rosa Therapeutics, Inc. (Nasdaq: GLUE), a biopharmaceutical company, since April 2020; CVRx, Inc. (Nasdaq: CVRX), a biopharmaceutical company, since July 2013; and Arcellx, Inc. (Nasdaq: ACLX), a biotechnology company, since February 2015. Dr. Behbahani previously served as a member of the board of directors of Minerva Surgical Inc. (Nasdaq: UTRS), a biotechnology company, from May 2011 to January 2024; Nevro Corp., a medical device company, from August 2014 to March 2019; Genocea Biosciences, Inc. (Nasdaq: GNCA), a biopharmaceutical company, from February 2018 to May 2022; and Oyster Point Pharma, Inc. (Nasdaq: OYST), a biopharmaceutical company, from July 2017 to January 2023. Prior to joining NEA, Dr. Behbahani served as a consultant in business development at The Medicines Company, a pharmaceutical company. In addition, Dr. Behbahani formerly served as a Venture Associate at Morgan Stanley and as a Healthcare Investment Banking Analyst at Lehman Brothers. Dr. Behbahani received an M.D. from the University of Pennsylvania School of Medicine, an M.B.A. from the Wharton School of the University of Pennsylvania and a B.S. in Biomedical Engineering, Electrical Engineering and Chemistry from Duke University. We believe Dr. Behbahani’s experience in the biopharmaceutical industry, as well as his experience as a member on the boards of directors of multiple companies in the industry, qualifies him to serve on our Board of Directors. Maria Fardis, Ph.D., Director: Dr. Fardis has served on our Board of Directors since June 2022. Dr. Fardis has been Chief Executive Officer at Lassen Therapeutics since April 2023 and has been a venture partner at Frazier Life Sciences since 2021. Dr. Fardis previously served as President and Chief Executive Officer of Iovance Biotherapeutics, Inc. (Nasdaq: IOVA), a biopharmaceutical company, and as a member of its board of directors from June 2016 through June 2021. Dr. Fardis previously served as the Chief Operating Officer of Acerta Pharma B.V., a biopharmaceutical company, from 2015 to 2016. From 2011 to 2014, she was at Pharmacyclics, Inc. and served as Chief of Oncology Operations and Alliances. Prior to joining Pharmacyclics, from 2001 to 2011, Dr. Fardis held increasingly senior positions in Medicinal Chemistry and the project and portfolio management at Gilead Sciences, Inc. Dr. Fardis received her Ph.D. in Organic Chemistry from the University of California, Berkeley and her B.S. summa cum laude, in chemistry from the University of Illinois, Urbana-Champaign. Dr. Fardis holds an M.B.A. from Golden Gate University. We believe Dr. Fardis’ experience as an executive in the life sciences industry, extensive experience in drug development, and strong scientific background qualifies her to serve on our Board of Directors. H. Edward Fleming, Jr., M.D., Director: Dr. Fleming has served on our Board of Directors since June 2021. Dr. Fleming is the Executive Vice President of Enavate Sciences where he works closely to invest in and build therapeutic companies. In 2022, Dr. Fleming retired as Senior Partner at McKinsey & Company, or McKinsey, from the Silicon Valley Office in Redwood City, California. He was the global leader of McKinsey’s R&D practice where he was responsible for its client service and knowledge development on R&D topics. Dr. Fleming earned his B.A. in Chemistry from Harvard University, his M.D. from Vanderbilt University, and completed internal medicine training at Johns Hopkins Hospital and subspecialty training in pulmonary and critical care medicine at the University of California, San Francisco. Dr. Fleming joined McKinsey in 1997 where he has focused on healthcare, working closely with life sciences, biopharmaceutical, medical device and technology companies of all sizes to improve their performance. Dr. Fleming serves on the Board of Visitors for Vanderbilt’s School of Basic Sciences. We believe Dr. Fleming’s experience in the healthcare industry, including working closely with biopharmaceutical companies on strategy, operational performance and R&D innovation, qualifies him to serve on our Board of Directors. Simeon J. George, M.D., Director: Dr. George has served on our Board of Directors since April 2015. Dr. George is the Chief Executive Officer of SR One Capital Management, LP, a transatlantic biotech venture capital firm, where he has been employed since September 2020. Previously, Dr. George was the Chief Executive Officer and President of S.R. One, Limited, now called GSK Equity Investments, Limited, an indirect, wholly-owned subsidiary of GlaxoSmithKline plc, where he had been employed since 2007. Dr. George also has served as a director of Nkarta, Inc. (Nasdaq: NKTX), a biopharmaceutical company, since February 2020 (and previously from July 2015 to September 2017) and Design Therapeutics, Inc. (Nasdaq: DSGN), a biopharmaceutical company, since February 2020. In addition, Dr. George previously served as a director on the boards of additional biotechnology companies, including Principia Biopharma Inc., a biopharmaceutical company, from February 2011 to September 2020; Progyny, Inc. (Nasdaq: PGNY), a benefits management company, from May 2012 to October 2019; and Turning Point Therapeutics, Inc. (Nasdaq: TPTX), a biopharmaceutical company, from May 2017 to August 2022. Dr. George also served as a consultant at Bain & Company from October 2006 to August 2007. Dr. George received an M.D. from the University of Pennsylvania School of Medicine, an M.B.A. from the Wharton School of the University of Pennsylvania, and a B.A. in Neuroscience from Johns Hopkins University. We believe Dr. George’s experience in the biopharmaceutical industry, as well as his experience as a member on the boards of directors of multiple companies in the industry, qualifies him to serve on our Board of Directors. John T. Greene, Director: Mr. Greene has served on our Board of Directors since June 2019. Since September 2019, Mr. Greene has served as Executive Vice President and Chief Financial Officer of Discover Financial Services (NYSE: DFS). From November 2016 to April 2018, Mr. Greene served as Executive Vice President, Chief Financial Officer and Treasurer of Bioverativ, Inc., a global biopharmaceutical company. Prior to joining Bioverativ, Mr. Greene was the Chief Financial Officer of Willis Group Holdings, risk advisory, insurance and reinsurance brokerage company, from June 2014 until January 2016. Before joining Willis Group, Mr. Greene held senior executive roles at HSBC, the global financial services company, for eight years, including Chief Financial Officer for Retail Bank and Wealth Management business. Prior to HSBC, Mr. Greene worked for 12 years in various roles at General Electric Company. Mr. Greene has an undergraduate degree from the State University of New York, and an M.B.A. from Northwestern University’s Kellogg School of Management. We believe Mr. Greene’s experience in the biotechnology industry, as well as his experience as an executive at several large companies in other business sectors, qualifies him to serve on our Board of Directors.

  7. Nominees for Re-Election as Member of the Board of Directors

    Katherine A. High, M.D., Director: Dr. High has served on our Board of Directors since June 2019. Since January 2023, Dr. High has been serving as a Visiting Professor at Rockefeller University in New York. From January 2021 until December 2022, Dr. High served as the President, Therapeutics of Asklepios BioPharmaceutical, Inc., or AskBio, a subsidiary of Bayer AG, and as a member of AskBio’s board of directors. Previously, Dr. High co-founded Spark Therapeutics, Inc. and from September 2014 to December 2019, she served as its President and as a member of its board of directors and served as its Head of Research & Development from September 2017 to February 2020. Dr. High also has served as a director of Incyte Corporation (Nasdaq: INCY), a biopharmaceutical company, since March 2020. From 2004 to 2014, Dr. High was a Professor at the Perelman School of Medicine at the University of Pennsylvania, an Investigator at Howard Hughes Medical Institute and the Director of the Center for Cellular and Molecular Therapeutics at the Children’s Hospital of Philadelphia. She completed a five-year term from 2000 to 2005 on the U.S. Food and Drug Administration Advisory Committee on Cell, Tissue and Gene Therapies and is a past president of the American Society of Gene & Cell Therapy. Dr. High holds an A.B. in chemistry from Harvard University, an M.D. from the University of North Carolina School of Medicine, a business certification from the University of North Carolina Business School Management Institute for Hospital Administrators and an honorary M.A. from The University of Pennsylvania. We believe Dr. High’s experience as an executive and scientific leader in the life sciences industry qualifies her to serve on our Board of Directors. Douglas A. Treco, Ph.D., Lead Independent Director: Dr. Treco has served on our Board of Directors since June 2020 and as our Lead Independent Director since December 2021. Since April 2023, Dr. Treco has served as Chief Executive Officer and Chairman of Inozyme Pharma (Nasdaq: INZY), a biopharmaceutical company, and has served as Chairman of the board of directors of Inozyme since May 2020. He has been a scientific advisor to Lightstone Ventures since November 2020. Previously, Dr. Treco co-founded Ra Pharmaceuticals, Inc., a biopharmaceutical company, in 2008, which was acquired by UCB S.A. in April 2020. He served as its President and Chief Executive Officer and as a member of its board of directors from its inception in 2008 through July 2020. From April 2021 to April 2022, Dr. Treco served as Chief Executive Officer of Alchemab Therapeutics (London, England) and as a member of its board of directors, and he was an entrepreneur-in-residence with Morgenthaler Ventures between January 2008 and May 2014. In 1988, he co-founded Transkaryotic Therapies Inc., a biopharmaceutical company, which was acquired in 2005 by Shire Pharmaceuticals Group plc. Dr. Treco was a visiting scientist in the Department of Molecular Biology at Massachusetts General Hospital and a lecturer in genetics at Harvard Medical School from 2004 to 2007. Dr. Treco received his Ph.D. in biochemistry and molecular biology from the State University of New York, Stony Brook, and performed postdoctoral studies at the Salk Institute for Biological Studies and Massachusetts General Hospital. We believe Dr. Treco’s experience as an executive and scientific leader in the life sciences industry, in particular, his unique focus on rare disease, gene targeting, and gene therapy, qualifies him to serve on our Board of Directors.

  8. Arrangements with Dr. Novak

    Arrangements with Dr. Novak Dr. Novak served as our President and Chairman of the Board of Directors from 2017 through September 15, 2023. In September 2023, Dr. Novak resigned from the Company as Chairman of the Board of Directors and President. Prior to that, in December 2019, we and Dr. Novak terminated his employment relationship and we entered into a Mandate Agreement with Oriolus Consulting LLC, an affiliate of, and on behalf of, Dr. Novak. From January 2020 until September 15, 2023, under the Mandate Agreement, Dr. Novak provided services, on a part-time basis, as our President and Chairman of the Board of Directors. Pursuant to the terms of the Mandate Agreement, Dr. Novak was entitled to receive annual compensation in an amount equivalent to $190,000, payable in Swiss francs, plus an additional amount for the related value-added-tax. Dr. Novak was not eligible to receive compensation pursuant to our executive compensation program, including but not limited to, an annual cash bonus, annual equity awards, or other employee benefits described below. In addition, Dr. Novak was not eligible to receive compensation pursuant to our non-employee director compensation policy. Dr. Novak’s outstanding unvested equity awards granted by us to, and held by, Dr. Novak as of January 1, 2020, continued to vest in accordance with Dr. Novak’s terminated Employment Agreement and the Termination Agreement through September 15, 2023, at which time all unvested equity awards vested in full. For fiscal year 2023, Dr. Novak did not receive any compensation from us other than the annual compensation payable pursuant to his Mandate Agreement through September 15, 2023, and continued vesting of his unvested equity awards as described above. Accordingly, unless specifically identified, the discussion below regarding our executive compensation program for our NEOs excludes Dr. Novak. Management Changes in Fiscal 2023 On March 14, 2023, Raju Prasad, P.D. was appointed our Chief Financial Officer, succeeding Brendan Smith, who resigned as our Chief Financial Officer as of the close of business on March 13, 2023. Mr. Smith remained an employee of our wholly-owned subsidiary, CRISPR Therapeutics, Inc. through March 31, 2023.

  9. Governance of Executive Compensation Program

    For 2023, the Compensation Committee engaged Aon and Alpine as its compensation consultants to advise on executive compensation matters including: • review and analysis of compensation for our executive officers, including our NEOs; reviewing and approving, or making recommendations to our Board with respect to, incentive compensation and equity plans; review and analysis of market practice and support in the consideration and amendment of our post-employment compensation policy for our executive officers; • research, development and review of our compensation peer group; and • support on other compensation matters as requested throughout the year. Aon and Alpine reported directly to the Compensation Committee and to the Compensation Committee chairman. Aon and Alpine also coordinated with our management for data collection and job matching for our executive officers. Aon and Alpine did not provide any other services to us in 2023. The Compensation Committee evaluated Aon’s and Alpine's independence pursuant to the listing standards of the relevant Nasdaq Listing Rules and SEC rules and determined that no conflict of interest exists as a result of the work performed by Aon and Alpine. Role of Market Data For purposes of comparing our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a group of peer companies. This compensation peer group consists of public biotechnology companies that are similar to us in terms of revenue, market capitalization, stage of development, geographical location and number of employees. The Compensation Committee reviews our compensation peer group at least annually and makes adjustments to our peer group if necessary, taking into account changes in both our business and our peer companies’ businesses. In July 2022, the Compensation Committee, with the assistance of Aon, reviewed and updated our compensation peer group for 2023, referred to as our 2023 peer group, considering the acquisition of certain peer companies, as applicable, and the change in our market capitalization, as reflected in the following criteria: • publicly-traded companies primarily headquartered in the United States; • companies in the biotechnology sector with a focus on gene editing and gene therapy; • market value—in most cases, between $1.7B and $15B; • the stage of development primarily pre-commercial companies through recently commercial companies; and • similar headcount—in most cases, within a range of 175 and 1,700 employees. Based on a review of the analysis prepared by Aon, the Compensation Committee approved the updated compensation peer group below for 2023.

  10. Governance of Executive Compensation Program

    | 2023 peer group | | | | Allogene Therapeutics | BridgeBio Pharma | Iovance BioTherapeutics | | Alnylam Pharmaceuticals | Cerevel Therapeutics | Mirati Therapeutics | | Apellis Pharmaceuticals | Denali Therapeutics | Neurocrine Biosciences | | Arrowhead Pharmaceuticals | Editas Medicine | Sarepta Therapeutics | | Beam Therapeutics | Fate Therapeutics | Ultragenyx Pharmaceutics | | Blueprint Medicines | Intellia Therapeutics | Vir Biotechnology | | | Ionis Pharmaceuticals | |

  11. Governance of Executive Compensation Program

    In August 2023, the Compensation Committee, with the assistance of Alpine, reviewed and updated our compensation peer group for 2024, referred to as our 2024 peer group, considering the acquisition of certain peer companies, as applicable, and the change in our market capitalization, as reflected in the following criteria: • publicly-traded companies primarily headquartered in the United States; • companies in the biotechnology sector with a focus on gene editing and gene therapy; • market value—in most cases, between $1.7B and $12B; the stage of development primarily pre-commercial companies through recently commercial companies; and similar headcount—in most cases, within a range of 175 and 1,700 employees. Based on a review of the analysis prepared by Alpine, the Compensation Committee approved the updated compensation peer group below for 2024.

  12. Governance of Executive Compensation Program

    | 2024 peer group | | | | Allogene Therapeutics | Cerevel Therapeutics | Neurocrine Biosciences | | Apellis Pharmaceuticals | Denali Therapeutics | Prothena + | | Arrowhead Pharmaceuticals | Intellia Therapeutics | Sarepta Therapeutics | | Beam Therapeutics | Ionis Pharmaceuticals | Ultragenyx Pharmaceutics | | Blueprint Medicines | Karuna Therapeutics + | Vaxcyte + | | BridgeBio Pharma | Legend Biotech + | Vir Biotechnology | | | Mirati Therapeutics | |

  13. Governance of Executive Compensation Program

    + New addition to peer group for 2024. The Compensation Committee uses market data—from our compensation peer group and from the Aon Global Life Sciences Compensation survey—as one factor in evaluating whether the compensation for our executive officers is competitive in the market. We aspire to align compensation for our NEOs to the sixtieth percentile of our peer group. In addition, the Compensation Committee and the Board of Directors, as applicable, also rely on their own knowledge and judgment in evaluating market data and making compensation decisions.

  14. Primary Elements of Executive Compensation Program

    | Compensation Element | Purpose | | Base Salary | Recognize performance of job responsibilities and attract and retain individuals with superior talent | | Annual Cash Incentive Program | Provide short-term incentives to attain key business objectives | | Equity Incentive Awards | Promote the maximization of shareholder value by aligning the interests of our executive officers and shareholders |

  15. Primary Elements of Executive Compensation Program

    We do not have a specific policy regarding the percentage allocation between short-term and long-term, or fixed and variable, compensation elements. Our executive officers, including our NEOs, are also eligible to participate in our standard employee benefit plans, such as our employee stock purchase plan and retirement, health and welfare benefits plans, on the same basis as our other employees. In addition, as described below, our executive officers, including our NEOs, are entitled to certain change-in-control payments and benefits, as well as certain termination payments and benefits not in connection with a change in control. Base Salary We pay base salaries to our executive officers, including our NEOs, as the fixed portion of their compensation to provide them with a reasonable degree of financial certainty, and to attract and retain top-performing individuals. At the time of hire, base salaries are determined for our executive officers, including our NEOs. Typically, at the beginning of each year, the Compensation Committee reviews base salaries for our executive officers, including our NEOs, to determine if an increase is appropriate. In addition, base salaries may be adjusted in the event of a promotion or significant change in responsibilities. 2023 Base Salary In February 2023, the Compensation Committee reviewed the base salaries of our executive officers, including our NEOs. The Compensation Committee considered the factors described above under “Executive Compensation—Compensation Discussion and Analysis—Governance of Executive Compensation Program—Compensation-Setting Factors,” including an analysis prepared by Aon. The Compensation Committee recommendation aspires to generally align the base salaries of our executive officers, including our NEOs, to the sixtieth percentile of our peer group, which resulted in varying base salary adjustments for each of our NEOs. Thereafter, the Compensation Committee recommended to the Board of Directors to adjust the annual base salaries of our NEOs as set forth below, effective as of January 1, 2023, and the Board of Directors approved that recommendation.

  16. Primary Elements of Executive Compensation Program

    (1) The actual base salaries paid to our NEOs in 2023 are set forth in the “Summary Compensation Table” below. (2) Dr. Prasad joined the Company as Chief Financial Officer on March 14, 2023, and his base salary was approved by the Board of Directors at that time. (3) Dr. Morrow resigned as our Chief Medical Officer effective as of January 26, 2024. (4) Mr. Smith resigned as our Chief Financial Officer effective as of March 13, 2023. Annual Cash Bonuses We provide short-term incentive compensation opportunities to our executive officers, including our NEOs, in the form of annual cash bonuses to drive our short-term success under our senior executive cash incentive bonus plan. The annual cash bonus review provides that: • the Compensation Committee will establish the annual corporate performance goals and weighting; • the Compensation Committee will establish a target bonus opportunity for each executive; • annual cash bonuses may not be paid unless and until the Compensation Committee makes a determination with respect to achievement of the annual corporate performance goals; and • the Compensation Committee may adjust annual cash bonuses based on individual performance, and based on such other terms and conditions as it may in its discretion determine. The Compensation Committee may also make certain immaterial rounding adjustments to the annual cash bonuses. Corporate Performance Goals At the end of each year, the Compensation Committee, after reviewing management’s proposal, establishes the annual corporate performance goals that it believes will be the most significant drivers of our short-term and long-term success. The corporate performance goals include target achievement dates based on calendar quarters. The Compensation Committee then recommends to the Board of Directors that it approve of the proposed corporate performance goals. Each corporate performance goal has a percentage weighting, and may include an additional percentage weighting for overachievement, based on the Compensation Committee’s assessment of the goal’s relative significance. Each executive officer, including each NEO, is eligible to receive an annual performance-based cash bonus based primarily on achievement of corporate performance goals as assessed by our Compensation Committee and Board of Directors with adjustment for individual performance based on input on individual performance achievement from our CEO. Each executive officer, including each NEO, has a target annual bonus award amount, expressed as a percentage of each NEO’s base salary then in effect. After the fiscal year is completed, the Compensation Committee reviews actual corporate and individual performance against the stated goals (as discussed in more detail below) and determines subjectively what it believes to be the appropriate level of cash bonus, if any, for our NEOs. As a general matter, at the end of the year for which the corporate performance goals have been established, the Compensation Committee, after reviewing management’s self-assessment, evaluates our achievement of the prior year’s corporate performance goals, and our overall success for the year, and determines the total percentage achievement level for the Company. The Compensation Committee then recommends to the Board of Directors that it approve of such percentage achievement level for the Company. In addition, our CEO evaluates the other executive officers’ individual performance, including the other NEOs’ individual performance, and makes recommendations for total percentage achievement level for such executive officer. Such evaluation is made, in part, by considering the performance relative to the executive officer’s functional attainments and impact on corporate goals, as well as other factors related to conformance with the Company’s core values and policies and the expected competencies and skills for the executive officer’s role. The Compensation Committee considers our CEO’s recommendations, and discusses, reviews and recommends the total percentage achievement level for each of the executive officers. The Compensation Committee then independently evaluates our CEO’s performance using similar criteria used in our CEO’s evaluation of the other executive officers. Since an executive officer’s total percentage achievement level is determined by taking the Company’s percentage achievement level for the most recently completed fiscal year together with the individual executive officer’s percentage achievement level awarded in connection with the annual performance review cycle, the total percentage achievement level for such executive officer could exceed the stated percentage achievement level for the Company. The Compensation Committee then recommends to the Board of Directors that it approve the total percentage achievement level for each executive officer, including our NEOs. For 2023, the actual bonus amounts for our NEOs were reviewed and approved by our Compensation Committee and the Board of Directors. Target Annual Bonuses At the beginning of each year, the Compensation Committee reviews the annual target bonuses for our executive officers, including our NEOs and, if appropriate, makes a recommendation to the Board of Directors to adjust the annual target bonus for our NEOs. The Compensation Committee considers the factors described above and benchmarking analyses prepared by the Compensation Committee's third-party compensation consultant, with an emphasis on market data from our compensation peer group for comparable positions. Target annual bonuses represent a specific percentage of annual base salary. 2023 Target Annual Bonus In February 2023, the Compensation Committee reviewed the target annual bonuses of our executive officers, including our NEOs. The Compensation Committee considered the factors described under “Executive Compensation—Compensation Discussion and Analysis—Primary Elements of Executive Compensation Program—Annual Cash Bonuses” above, as well as the benchmarking analyses prepared by Aon, particularly the market data from the companies in the compensation peer group. The Compensation Committee recommendation aspires to generally align the target annual bonuses of our executive officers, including our NEOs, to the sixtieth percentile of our peer group. As a result, the target annual bonus for each of our NEOs did not change in 2023 as compared to 2022. Thereafter, the Compensation Committee recommended to the Board of Directors to approve of the 2023 target annual bonuses of our NEOs below, and the Board of Directors accepted that recommendation and approved the same.

  17. Primary Elements of Executive Compensation Program

    | | 2022 Target Annual Bonus | 2023 Target Annual Bonus | | Samarth Kulkarni, Ph.D. | 70% | 70% | | Raju Prasad, Ph.D. (1) | — | 45% | | James R. Kasinger | 45% | 45% | | Phuong Khanh Morrow, M.D. FACP (2) | 45% | 45% | | Brendan Smith (3) | 45% | 45% |

  18. Primary Elements of Executive Compensation Program

    Our executive compensation program seeks to incentivize and reward strong corporate performance. In the fourth quarter of 2023, the Compensation Committee evaluated our achievement of the 2023 corporate performance goals, considering the extent to which we had achieved each goal, the weighting established for each goal, management’s self-assessment, and our overall corporate performance in 2023. The Compensation Committee determined that we successfully exceeded the 2023 corporate performance goals, matching the 120% achievement level. Thereafter, the Compensation Committee recommended to the Board of Directors the foregoing, and the Board of Directors accepted that recommendation and approved the same. Highlights of our 2023 corporate performance include: Program Goals: Hemoglobinopathies: • In the fourth quarter of 2023: o We and our partner Vertex Pharmaceuticals Incorporated, or Vertex, received first-ever approval of a CRISPR-based gene-editing therapy in the United States when the U.S. Food and Drug Administration, or FDA, approved CASGEVY™ (exagamglogene autotemcel), an autologous genome edited hematopoietic stem cell-based gene therapy indicated for the treatment of sickle cell disease in patients 12 years and older with recurrent vaso-occlusive crises. o CASGEVY was granted a conditional marketing authorization in Great Britain by the U.K. Medicines and Healthcare products Regulatory Agency and by the National Health Regulatory Authority in Bahrain for patients 12 years of age and older with sickle cell disease characterized by recurrent vaso-occlusive crises or TDT, for whom hematopoietic stem cell transplantation is appropriate and a human leukocyte antigen matched related hematopoietic stem cell donor is not available. • In the first quarter of 2024: o The Saudi Food and Drug Authority granted Marketing Authorization for CASGEVY for the treatment of people 12 years of age and older with SCD or TDT. o The FDA approved CASGEVY for the treatment of TDT in patients 12 years and older. The European Commission granted conditional marketing authorization to CASGEVY for the treatment of patients who are 12 years of age and older with SCD characterized by recurrent vaso-occlusive crises or TDT, for whom hematopoietic stem cell, or HSC, transplantation is appropriate and a human leukocyte antigen matched related HSC donor is not available. Immuno-oncology: Continued to advance multiple clinical development programs within our wholly-owned allogenic CRISPR/Cas9 gene-edited immuno-oncology portfolio: o Focusing on the development of next-generation investigational, allogeneic CAR T product candidates, CTX112 and CTX131, targeting CD19 and CD70, respectively, which incorporate two novel gene edits—knock-out of Regnase-1 and transforming growth factor-beta receptor type 2 —that have the potential to enhance CAR T potency and reduce CAR T exhaustion. Regenerative Medicine: • In March 2023, we and Vertex entered into a non-exclusive license agreement pursuant to which we agreed to license to Vertex, on a non-exclusive basis, certain of our gene editing intellectual property to exploit certain products for the diagnosis, treatment or prevention of diabetes type 1, diabetes type 2 or insulin dependent / requiring diabetes throughout the world. We received a $100.0 million upfront payment from Vertex in connection with entering the agreement and are eligible to receive milestone payments from Vertex of up to $230.0 million, in the aggregate and inclusive of a $70.0 million research milestone achieved in the second quarter of 2023. In vivo: • Advancing wholly-owned and partnered programs, including in vivo gene editing programs for both rare and common diseases. o Cardiovascular disease ▪ Initiated a Phase 1 clinical trial of CTX310 targeting angiopoietin-related protein 3 (ANGPTL3). ▪ Initiated a Phase 1 clinical trial of CTX320 targeting lipoprotein(a) (Lp(a)). o Pursuing additional delivery technologies, including adeno-associated virus vectors, or AAV, and further advancements to nanoparticle technology, for delivery to hematopoietic stem cells, the central nervous system, and other extrahepatic tissues. Platform & Capabilities: • We continued to build and enhance our scientific and manufacturing capabilities, including continued focus on CRISPR-X's innovative research to develop next-generation editing modalities, such as technologies to enable whole gene correction and insertion without requiring homology-directed repair or viral delivery of DNA (for example, all-RNA gene correction, non-viral delivery of DNA and novel gene insertion techniques). G&A Goals: • We continued to build and advance certain strategic partnerships and alliances and manage our operations in a fiscally-responsible manner. 2023 Annual Cash Bonuses In the first quarter of 2024, the Compensation Committee considered our CEO’s recommendations with respect to our executive officers, including our other NEOs, individual performance for 2023 and independently evaluated the same for each executive officer, including our CEO using similar criteria used in our CEO’s evaluation of the other executive officers. Thereafter, the Compensation Committee recommended to the Board of Directors the total percentage achievement level based on corporate performance goals and individual performance for each of our executive officers, including our other NEOs, and the Board of Directors accepted that recommendation and approved the same. For fiscal year 2023, our Board of Directors determined that the individual performance of each of Dr. Kulkarni, Dr. Prasad and Mr. Kasinger for 2023 merited a total percentage achievement level that equaled 120% the stated percentage achievement level of the Company, based on individual impact on corporate goals, individual competencies and skills, demonstrated leadership and embodiment of our core way of working: collaborative, undaunted, entrepreneurial, and results-oriented. Mr. Smith departed the Company in March 2023 and Dr. Morrow departed the Company in January 2024, accordingly, they were not eligible to receive a bonus for 2023. The table below sets forth the target annual cash bonus for each NEO who was eligible to earn a bonus, and the actual bonus amount earned by such NEO, for 2023.

  19. Primary Elements of Executive Compensation Program

    | | Target Annual Cash Bonus ($) | Annual Cash Bonus ($) | | Samarth Kulkarni, Ph.D. | 507,150 | 618,723 | | Raju Prasad, Ph.D. (1) | 167,241 | 204,228 | | James R. Kasinger | 209,610 | 255,724 | | Phuong Khanh Morrow, M.D. FACP (2) | 237,555 | — | | Brendan Smith (3) | 202,500 | — |

  20. Primary Elements of Executive Compensation Program

    (1) Dr. Prasad joined the Company as Chief Financial Officer on March 14, 2023. As a result, his target annual and annual cash bonuses were prorated for the year. (2) Dr. Morrow resigned as our Chief Medical Officer effective as of January 26, 2024. As a result, she was not eligible to receive a bonus for 2023. (3) Mr. Smith resigned as our Chief Financial Officer effective as of March 13, 2023. As a result, he was not eligible to receive a bonus for 2023. Long-Term Incentive Compensation We view long-term incentive compensation in the form of equity awards as an important element of our executive compensation program. The value of equity awards is directly related to share price appreciation over time, which incentivizes our executive officers to achieve long-term corporate goals and create long-term value for our shareholders. Equity awards also help us attract and retain top-performing executive officers in a competitive market. Consistent with the practice of our peer group companies, we grant our employees, including our NEOs, a mix of stock options and RSUs. At the time of hire, equity awards are granted to our executive officers, including our NEOs. In addition, during our annual employee performance cycle, as a general practice, we grant a mix of equity awards to employees, including our NEOs, twice yearly with the initial award made during the third or fourth quarter of the year for which the equity grant is awarded and the remainder of the annual equity grant is awarded during the first quarter of the following year. We believe granting equity awards bi-annually will better deliver a more consistent equity value to our employees. As a general practice, the first tranche of awards are comprised of 100% stock options and equate roughly to one-third of a typical annual option grant and the second tranche of awards are comprised of a mix of equity awards roughly equating to two-thirds of a typical annual option grant, as well as restricted stock units adjusted for performance. For more information on our equity award grant policy, see “Executive Compensation—Compensation Discussion and Analysis—Other Compensation Policies and Practices—Equity Award Grant Policy” below. At the beginning of each year, the Compensation Committee typically reviews the equity awards for our executive officers, including our NEOs, and determines, based upon performance in the prior year, the amounts of the second tranche of annual equity awards it deems reasonable and appropriate based on the factors described above under “Executive Compensation—Compensation Discussion and Analysis—Governance of Executive Compensation Program—Compensation-Setting Factors”, as well as the benchmarking analyses prepared by the Compensation Committee's third-party compensation consultant. In addition, the Compensation Committee may deem it advisable to grant subsequent equity awards to our executive officers (including our NEOs), in the event of a promotion, significant change in responsibilities, recognition for achievement of other performance milestones, recognition of other contributions to the Company, or for purposes of retention. See, for example, the complete list of equity awards granted to our NEOs in 2023 described below in the “Grants of Plan-Based Awards for Fiscal Year 2023” table, as well as additional information contained below under “Executive Compensation—Compensation Discussion and Analysis—Primary Elements of Executive Compensation Program—Retention-focused RSUs.” 2023-2024 Annual Equity Awards Based on 2023 Performance

  21. Primary Elements of Executive Compensation Program

    | | Stock Options (Number of Shares)(1)(2) | Restricted Stock Units (Number of Shares)(2)(3) | | Samarth Kulkarni, Ph.D. (4) | 157,500 | 78,750 | | Raju Prasad, Ph.D. (5) | 50,000 | 25,000 | | James R. Kasinger (6) | 50,000 | 25,000 | | Phuong Khanh Morrow, M.D. FACP (7) | 16,667 | — | | Brendan Smith (8) | — | — |

  22. Primary Elements of Executive Compensation Program

    (1) The stock options vest, and become exercisable, over a four-year period, with 1/48th of the underlying shares vesting on a monthly basis after the vesting commencement date, so that all of the underlying shares will be vested on the date four years after the vesting commencement date, subject to continuous service to us or any of our subsidiaries. (2) Under applicable SEC reporting rules, all awards granted in March 2024 will not be reported in the compensation tables below, but rather will be reported in the compensation tables in the Company’s proxy statement in 2025 with respect to 2024 compensation. (3) Restricted stock units are subject to time-based vesting criteria established by the Compensation Committee. Vesting terms for restricted stock units granted in 2023 are described in the footnotes to the “Outstanding Equity Awards at December 31, 2023” table below. Restricted stock units granted in March 2024 will vest annually over four years. In addition, information regarding certain retention-focused awards granted in 2023 are not included in this table, but are described under “Executive Compensation—Compensation Discussion and Analysis—Primary Elements of Executive Compensation Program—Retention-focused RSUs” below. (4) The equity incentive awards summarized above for Dr. Kulkarni reflect an award of 52,500 stock options granted in October 2023, 105,000 stock options granted in March 2024 and 78,500 restricted stock units granted in March 2024. (5) The equity incentive awards summarized above for Dr. Prasad reflect an award of 13,832 stock options granted in October 2023, as well as an award of 36,168 stock options and 25,000 restricted stock units granted in March 2024. In addition, Dr. Prasad received an award of 40,000 restricted stock units and 100,000 stock options in connection with the commencement of his employment in March 2023. See the "Grants of Plan-Based Awards for Fiscal Year 2023" table below for more information. (6) The equity incentive awards summarized for Mr. Kasinger reflect an award of 16,667 stock options granted in October 2023, as well as an award of 33,333 stock options and 25,000 restricted stock units granted in March 2024. (7) The equity incentive awards summarized above for Dr. Morrow reflect an award of 16,667 stock options granted in October 2023. Dr. Morrow resigned as our Chief Medical Officer effective as of January 26, 2024, and accordingly was not eligible to receive a second tranche of equity awards in March 2024 based on her 2023 performance. See the “Summary Compensation Table” below for more information. (8) Mr. Smith resigned as our Chief Financial Officer effective as of March 13, 2023 and, accordingly, was not eligible to receive equity awards based on 2023 performance. See the “Summary Compensation Table” below for more information. Retention-focused RSUs A primary goal of our executive compensation program is to attract, motivate and retain our senior executives. The Compensation Committee believes that it is in the best interests of our shareholders to maintain a disciplined, yet flexible executive compensation program that is capable of reinforcing and periodically encouraging retention and focus on shareholder value creation without distraction. Moreover, continuity amongst key executive officers is critical to the operation of our business and our ability to consistently deliver key milestones for our programs. We believe that equity grants with time-based vesting features promote executive retention because this feature incentivizes our executive officers to remain in our employment during the vesting period. In October 2023, the Compensation Committee, in consultation with Alpine, recommended to the Board of Directors, and the Board of Directors approved, the grant of retention equity awards to certain executive officers in the form of time-based restricted stock units. Dr. Kulkarni was granted 25,000 restricted stock units and Mr. Kasinger was granted 6,340 restricted stock units. Each such award vests in three equal annual installments on the anniversary of the grant date, subject to continued service to us or any of our subsidiaries. Since Drs. Prasad and Morrow recently joined our company, in March 2023 and May 2022, respectively, and each received a new hire award at such time, the Compensation Committee determined a retention equity award was not required. Additionally, we believe that equity grants with performance-based vesting features serve as an appropriate motivational and retention vehicle for our CEO. Accordingly, to drive continued accountability during this critical phase for our company and deliver shareholder return, the Compensation Committee recommended to the Board of Directors, and the Board of Directors approved, the grant of 150,000 performance stock units with service- and market-based vesting conditions to Dr. Kulkarni. Dr. Kulkarni is eligible to receive between zero and 150,000 common shares at the end of a three-year service period based upon achieving a specified average stock price for a defined period of time and his continued service to us or any of our subsidiaries. Specifically, performance-based restricted stock units (the “PSUs”) are eligible to be earned (the “Earned PSUs”) based upon the percentage increase in our stock price (based upon the average closing share price on the Nasdaq Global Market over a thirty trading day period over the grant date price of $75.85), with four escalating percentage increase targets (10%, 15%, 25% and 35%). An equal amount of shares are allotted to each of the four tranches. One hundred percent of the Earned PSUs will vest on the first trading day on or following the third anniversary of the grant date, subject to Dr. Kulkarni’s continued service to us or any of our subsidiaries through such vesting date. The Compensation Committee included such delayed vesting to further foster retention and alignment with shareholder interest. Under the terms of the award, any PSUs that are not earned on or before August 16, 2025 shall be forfeited and be null and void as of such date. In the event of a sale event (as such term is defined in the applicable award agreement), (i) if the sale event occurs prior to the third anniversary of the grant date, the number of PSUs earned that have not become Earned PSUs prior to the date of the sale event shall be the greater of (x) the number of PSUs earned based upon the achievement of the applicable percentage increase over the grant day price as of the consummation of such sale event, and (y) 75,000 shares and (ii) any unvested Earned PSUs (including any PSUs earned upon consummation of the sale event) will vest and become nonforfeitable upon the date of such sale event.

  23. Other Compensation Policies and Practices

    Other Compensation Policies and Practices Equity Award Grant Policy We have adopted an equity award grant policy that sets forth the process and timing for us to follow when we grant equity awards to our employees, including our executive officers, or advisors or consultants to us pursuant to any of our equity compensation plans. Pursuant to the policy, all grants of equity awards must be approved in advance by, as applicable, our Board of Directors, the Compensation Committee or, subject to the delegation requirements in the policy, our CEO. • Each year the Compensation Committee recommends to the Board of Directors, and the Board of Directors approves, an annual budget for all equity awards to be made during that year. • Annual equity awards to employees, including our NEOs, are granted twice yearly, with the initial award made during the third or fourth quarter of the year for which the equity grant is awarded and the remainder of the annual equity grant is awarded during the first quarter of the following year. • The Board of Directors has delegated to our CEO the ability to grant equity awards to existing and new employees (senior vice president and below), consultants and other qualified individuals provided that such grants are consistent with the equity award grant policy and related guidelines that are reviewed and approved annually by the Compensation Committee. • Equity awards to our NEOs and members of the Board of Director are effective on the date of approval by our Board of Directors, or such later date as specified in such approval. Our Board of Directors retains the discretion to grant equity awards at other times to the extent appropriate for such awards. In addition, our equity award grant policy sets forth the manner in which our equity awards will be priced. The dollar value of restricted stock and restricted stock units will be determined by multiplying the number of shares of our common stock underlying the award by the closing market price on the Nasdaq Global Market of a share of our common stock on the effective date of grant. The exercise price of all stock options will be at least equal to the closing market price on the Nasdaq Global Market of our common shares on the effective date of grant. Policy Prohibiting Hedging and Pledging Our Insider Trading Policy prohibits our executive officers, the non-employee members of our Board of Directors and certain designated employees who in the course of the performance of their duties have access to material, nonpublic information regarding our company from engaging in the following transactions: • selling any of our securities that they do not own at the time of the sale (a “short sale”); • buying or selling puts, calls, other derivative securities of our company or any derivative securities that provide the economic equivalent of ownership of any of our securities or an opportunity, direct or indirect, to profit from any change in the value of our securities or engaging in any other hedging transaction with respect to our securities at any time; • using our securities as collateral in a margin account; and pledging our securities as collateral for a loan (or modifying an existing pledge). In the fourth quarter 2023 we updated our Insider Trading Policy to prohibit hedging and pledging of our securities by our executive officers, the non-employee members of our Board of Directors and certain designated employees who in the course of the performance of their duties have access to material, nonpublic information regarding our company. Prior to amending our Insider Trading Policy, none of our NEOs had previously sought or obtained approval from the Audit Committee to engage in any hedging or pledging transaction involving our securities. Clawback Policy In the fourth quarter 2023, our Board of Directors, at the recommendation of our Compensation Committee, adopted a compensation recovery policy. Our policy sets forth the circumstances and procedures under which we or any of our subsidiaries must recover certain erroneously awarded compensation paid to our executive officers and any other person designated by our Board of Directors or the Compensation Committee as being subject to our policy, or covered executives. The policy provides that if we are required to prepare an accounting restatement due to our material non-compliance with any financial reporting requirement under the securities laws, the covered executive must repay to us any qualifying erroneously awarded compensation received by the covered executive during the three completed fiscal years immediately preceding the date it is determined a restatement is required to be prepared. For purposes of this policy, excess incentive compensation means any compensation provided, directly or indirectly, by us or any of our subsidiaries that is granted, earned, or vested based, in whole or in part, upon the attainment of a financial reporting measure that is in excess of the amount such covered executive would have received if such compensation had been determined wholly or in part based on the restated financial reporting measures. Tax and Accounting Considerations Deductibility of Executive Compensation Generally, Section 162(m) of the Code, or Section 162(m), disallows a federal income tax deduction for public corporations of remuneration in excess of $1 million paid in any fiscal year to certain specified executive officers. In designing our executive compensation program and determining the compensation of our executive officers, including our NEOs, the Compensation Committee considers a variety of factors, including the potential impact of the Section 162(m) deduction limit. However, the Compensation Committee will not necessarily limit executive compensation to that which is or may be deductible under Section 162(m). The deductibility of some types of compensation depends upon the timing of an executive officer’s vesting or exercise of previously granted rights. Further, interpretations of and changes in the tax laws, and other factors beyond the Compensation Committee’s control also affect the deductibility of compensation. The Compensation Committee will consider various alternatives to preserving the deductibility of compensation payments and benefits to the extent consistent with its compensation goals. To maintain flexibility to compensate our executive officers in a manner designed to promote our short-term and long-term corporate goals, the Compensation Committee has not adopted a policy that all compensation must be deductible. The Compensation Committee believes that our shareholders’ interests are best served if its discretion and flexibility in awarding compensation is not restricted in order to allow such compensation to be consistent with the goals of our executive compensation program, even though some compensation awards may result in non-deductible compensation expense. Accounting for Stock-Based Compensation We follow the Financial Accounting Standard Board’s Accounting Standards Codification Topic 718, or ASC 718, for our stock-based compensation awards. ASC 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and non-employee members of our Board of Directors, including stock options to purchase shares of our common stock and other stock awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards. Taxation of “Parachute” Payments

  24. Other Compensation Policies and Practices

    Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to significant additional U.S. taxes if they receive payments or benefits in connection with a change in control of the company that exceeds certain prescribed limits, and that the company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We have not agreed to provide any executive officer, including any NEO, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Sections 280G or 4999 of the Code.

  25. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding total compensation awarded to, earned by and paid to each of our NEOs during the fiscal years ended December 31, 2023, 2022 and 2021, to the extent he or she was a NEO in such year.

  26. Summary Compensation Table

    | Name | Year | Salary ($) | Bonus ($) | Share Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Samarth Kulkarni, Ph.D. | 2023 | 724,500 | — | 4,435,690 | 6,531,705 | 618,723 | 11,578(3) | 12,322,196 | | Chairman and Chief Executive Officer | 2022 | 700,000 | — | 15,211,120 | 4,213,239 | 597,800 | 12,200 | 20,734,359 | | | 2021 | 670,000 | — | 4,819,680 | 10,954,947 | 587,925 | 4,463 | 17,037,015 | | Raju Prasad, Ph.D. | 2023 | 371,648(4) | 100,000(5) | 1,806,000 | 3,224,406 | 204,228 | 12,284(3) | 5,718,566 | | Chief Financial Officer | | | | | | | | | | James R. Kasinger | 2023 | 465,800 | — | 1,231,765 | 1,543,909 | 255,724 | 13,200(3) | 3,510,398 | | General Counsel | 2022 | 450,000 | — | 2,408,837 | 1,825,961 | 247,050 | 12,200 | 4,944,048 | | | 2021 | 425,000 | — | 1,204,920 | 2,771,741 | 229,500 | 11,600 | 4,642,761 | | Phuong Khanh Morrow, M.D. FACP | 2023 | 527,900(6) | — | 950,840 | 1,668,234 | — | 13,200(3) | 3,160,174 | | Former Chief Medical Officer | 2022 | 309,896 | 200,000 | 1,518,203 | 3,568,910 | 170,295 | 8,067 | 5,775,371 | | Brendan Smith | 2023 | 112,500(7) | — | — | — | — | 2,250(3) | 114,750 | | Former Chief Financial Officer | 2022 | 450,000 | — | 1,650,337 | 1,672,086 | 275,000 | 7,738 | 4,055,161 | | | 2021 | 93,921 | 75,000 | 1,480,500 | 5,641,931 | 50,000 | 3,688 | 7,345,040 | | Rodger, Novak, M.D. | 2023 | 135,192(8) | — | — | 419,873(9) | — | — | 555,065 | | Former President and Chairman | 2022 | 190,000 | — | — | — | — | — | 190,000 |

  27. Summary Compensation Table

    (1) The amounts reported in the “Share Awards” and “Option Awards” columns above represent the aggregate grant date fair value of the stock options and restricted stock units granted to such NEO during 2021, 2022 and 2023 as computed in accordance with ASC 718, not including any estimates of forfeitures related to service-based vesting conditions. See Note 11 of “Notes to Consolidated Financial Statements” in our Annual Report on Form 10-K for the year ended December 31, 2023 and filed with the SEC on February 21, 2024 for a discussion of assumptions made in determining the aggregate grant date fair value of our stock option and restricted stock unit awards. Note that the amounts reported in these columns reflect the accounting cost for these stock options and restricted stock units and do not correspond to the actual economic value that may be received by a NEO from the stock options and restricted stock units. The amount reported in the "Share Awards" column for 2022 for Dr. Kulkarni includes the grant date fair value of performance-based RSUs assuming probable achievement, which was maximum achievement. (2) Amounts reported in this column represent cash incentive payments under our annual cash incentive program earned based on achievement of company goals and/or individual performance during the applicable year and paid in the first quarter of the following year. (3) Amount represents the employer matching contribution to the executive’s 401(k) plan contributions during 2023. In addition, the amount reported for Dr. Prasad includes a reimbursement of $5,000 for reasonable and documented legal fees incurred in connection with the negotiation of his employment agreement. (4) Dr. Prasad joined the Company as Chief Financial Officer on March 14, 2023. Dr. Prasad's base salary for 2023 reflects the actual amount earned from March 14, 2023 to December 31, 2023 and does not represent Dr. Prasad's annualized base salary. His annualized base salary was $465,000 for 2023. (5) Under our employment agreement with Dr. Prasad, we agreed to provide a one-time payment to offset losses Dr. Prasad incurred in connection with the transitioning of his employment to the Company of $100,000. Dr. Morrow resigned as our Chief Medical Officer effective as of January 26, 2024. Dr. Morrow was not entitled to receive any termination benefits from us and was not eligible to receive an annual cash bonus based on her 2023 performance. Mr. Smith resigned as our Chief Financial Officer effective as of March 13, 2023. Mr. Smith was not entitled to receive any termination benefits from us and was not eligible to receive an annual cash bonus based on his 2023 performance. Mr. Smith's base salary reflects amounts earned in 2023. (8) Dr. Novak resigned as our President and as a member and Chairman of our Board of Directors effective as of September 15, 2023. From January 2020 through September 15, 2023, under the Mandate Agreement, Dr. Novak continued to provide services, on a part-time basis, as our President and Chairman of the Board of Directors. Pursuant to the terms of the Mandate Agreement, Dr. Novak was entitled to receive annual compensation in an amount equivalent to $190,000, payable in Swiss francs. Dr. Novak was not eligible to receive compensation pursuant to our executive compensation program or under our non-employee director compensation policy. (9) Amounts computed in accordance with ASC 718, for the acceleration of equity awards upon termination on September 15, 2023.

  28. Grants of Plan-Based Awards for Fiscal Year 2023

    Grants of Plan-Based Awards for Fiscal Year 2023 The following table sets forth the individual awards made to each of our NEOs during 2023, other than Dr. Novak and Mr. Smith. Dr. Novak and Mr. Smith were not eligible to receive any non-equity or equity plan-based awards in 2023. See Notes 7 and 8 to the “Summary Compensation Table” above for more information. For a description of the types of awards indicated below, please see “Executive Compensation—Compensation Discussion and Analysis” above:

  29. Grants of Plan-Based Awards for Fiscal Year 2023

    | Name | Grant Date (1) | Approval Date | Estimated future payouts under non-equity incentive plan awards: Target ($)(2) | Estimated future payouts under equity incentive plan awards: Target (#) | All other stock awards: Number of shares of stock or units (#) (3) | All other option awards: Number of securities underlying options (#)(4) | Exercise or base price of stock and option awards ($/Share)(5) | Grant date fair value of stock and option awards ($)(6) | | Samarth Kulkarni, Ph.D. | | | 507,150 | — | — | — | — | — | | | 3/10/2023 | 3/9/2023 | — | — | 77,000 | — | — | 3,327,940 | | | 3/10/2023 | 3/9/2023 | — | — | — | 188,000 | 43.22 | 5,059,080 | | | 10/13/2023 | 10/12/2023 | — | — | — | 52,500 | 44.31 | 1,472,625 | | | 10/13/2023 | 10/12/2023 | — | — | 25,000(8) | — | — | 1,107,750 | | Raju Prasad, Ph.D. | | | 167,241 | — | — | — | — | — | | | 3/14/2023(7) | 3/9/2023 | — | — | 40,000 | — | — | 1,806,000 | | | 3/14/2023(7) | 3/9/2023 | — | — | — | 100,000 | 45.15 | 2,836,000 | | | 10/13/2023 | 10/12/2023 | — | — | — | 13,832 | 44.31 | 387,988 | | James R. Kasinger | | | 209,610 | — | — | — | — | — | | | 3/10/2023 | 3/9/2023 | — | — | 22,000 | — | — | 950,840 | | | 3/10/2023 | 3/9/2023 | — | — | — | 40,000 | 43.22 | 1,076,400 | | | 10/13/2023 | 10/12/2023 | — | — | — | 16,667 | 44.31 | 467,509 | | | 10/13/2023 | 10/12/2023 | — | — | 6,340(8) | — | — | 280,925 | | Phuong Khanh Morrow, M.D. FACP | | | 237,555 | — | — | — | — | — | | | 3/10/2023 | 3/9/2023 | — | — | 22,000 | — | — | 950,840 | | | 3/10/2023 | 3/9/2023 | — | — | — | 44,620 | 43.22 | 1,200,724 | | | 10/13/2023 | 10/12/2023 | — | — | — | 16,667 | 44.31 | 467,509 |

  30. Grants of Plan-Based Awards for Fiscal Year 2023

    (1) Awards of stock options and restricted stock units granted in March 2023 are reflective of, and were awarded based upon, the Company’s performance in 2022. Awards of stock options granted in October 2023 are reflective of, and were awarded based upon, the Company’s performance in 2023. Awards of stock options and restricted stock units granted in March 2024 are reflective of 2023 performance and will be reported in next year’s proxy statement in accordance with applicable SEC rules. (2) Represents the target amount of each NEO's cash incentive payments under our 2023 annual cash incentive program as established by the Compensation Committee and described in “Executive Compensation—Compensation Discussion and Analysis” above. Actual payments made for 2023 are provided in the “Summary Compensation Table.” Cash incentive payments are not subject to threshold or maximum payout levels and, accordingly, those columns have been omitted. (3) Restricted stock units are subject to time-based vesting criteria established by the Compensation Committee and described in the footnotes to the “Outstanding Equity Awards at December 31, 2023” table below. (4) Options are subject to time-based vesting criteria established by the Compensation Committee and described in the footnotes to the “Outstanding Equity Awards at December 31, 2023” table below. The exercise price of these stock options is equal to the closing price of our common shares on the Nasdaq Global Market on the grant date. Amounts represent the grant date fair value of the NEO’s stock options and restricted stock units, calculated in accordance with ASC 718. The grant date fair value of our stock options is calculated using a Black-Scholes valuation model. For purposes of these calculations, we have disregarded the estimate of forfeitures related to service-based vesting conditions. (7) Awards of stock options and restricted stock units granted to Dr. Prasad in March 2023 were awarded in connection with Dr. Prasad's employment pursuant to his employment agreement. Dr. Prasad joined the Company as Chief Financial Officer on March 14, 2023. (8) This award of restricted stock units was granted for retention purposes. For additional information, see “Executive Compensation—Compensation Discussion and Analysis—Primary Elements of Executive Compensation Program—Retention-focused RSUs” above.

  31. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table sets forth certain information with respect to outstanding equity awards held by each of our NEOs, other than Mr. Smith, as of December 31, 2023. Mr. Smith resigned as our Chief Financial Officer effective as of March 13, 2023. and had no outstanding equity awards as of December 31, 2023.

  32. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards (1) | | | | Stock Awards (2) | | | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | 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 ($) | | Samarth Kulkarni, Ph.D. | 5/3/2017 | 13,751 | — | 16.21 | 5/3/2027 | — | — | — | — | | | 12/1/2017 | 79,582 | — | 19.12 | 12/1/2027 | — | — | — | — | | | 12/1/2017 | 150,000 | — | 19.12 | 12/1/2027 | — | — | — | — | | | 3/7/2018 | 136,000 | — | 51.49 | 3/7/2028 | — | — | — | — | | | 6/15/2018 | 109,000 | — | 59.31 | 6/15/2028 | — | — | — | — | | | 3/5/2019 | 250,000 | — | 40.87 | 3/5/2029 | — | — | — | — | | | 3/10/2020 | 133,125 | 8,875 | 44.67 | 3/10/2030 | — | — | — | — | | | 10/5/2020 | 37,471 | 9,862 | 86.75 | 10/5/2030 | — | — | — | — | | | 3/11/2021 | 68,750 | 31,250 | 133.88 | 3/11/2031 | — | — | — | — | | | 3/11/2021 | — | — | — | — | 18,000 | 1,126,800 | — | — | | | 10/15/2021 | 23,291 | 19,709 | 97.00 | 10/15/2031 | — | — | — | — | | | 2/18/2022 | 52,708 | 62,292 | 58.29 | 2/18/2032 | — | — | — | — | | | 2/18/2022 | — | — | — | — | 39,750 | 2,488,350 | — | — | | | 8/16/2022 | — | — | — | — | — | — | 150,000(3) | 9,390,000 | | | 8/16/2022 | — | — | — | — | 25,000(4) | 1,565,000 | — | — | | | 3/10/2023 | 35,250 | 152,750 | 43.22 | 3/10/2033 | — | — | — | — | | | 3/10/2023 | — | — | — | — | 77,000 | 4,820,200 | — | — | | | 10/13/2023 | 2,187 | 50,313 | 44.31 | 10/13/2033 | — | — | — | — | | | 10/13/2023 | — | — | — | — | 25,000(5) | 1,565,000 | — | — | | Raju Prasad, Ph.D. | 3/14/2023 | — | 100,000(6) | 45.15 | 3/14/2033 | — | — | — | — | | | 3/14/2023 | — | — | — | — | 40,000 | 2,504,000 | — | — | | | 10/13/2023 | 576 | 13,256 | 44.31 | 10/13/2033 | — | — | — | — | | James R. Kasinger | 5/31/2017 | 93,632(6) | — | 13.62 | 5/31/2027 | — | — | — | — | | | 3/7/2018 | 12,500 | — | 51.49 | 3/7/2028 | — | — | — | — | | | 6/15/2018 | 32,000 | — | 59.31 | 6/15/2028 | — | — | — | — | | | 3/5/2019 | 65,000 | — | 40.87 | 3/5/2029 | — | — | — | — | | | 3/10/2020 | 32,812 | 2,188 | 44.67 | 3/10/2030 | — | — | — | — | | | 10/5/2020 | 9,235 | 2,431 | 86.75 | 10/5/2030 | — | — | — | — | | | 3/11/2021 | 17,435 | 7,925 | 133.88 | 3/11/2031 | — | — | — | — | | | 3/11/2021 | — | — | — | — | 4,500 | 281,700 | — | — | | | 10/15/2021 | 5,850 | 4,950 | 97.00 | 10/15/2031 | — | — | — | — | | | 2/18/2022 | 15,675 | 18,525 | 58.29 | 2/18/2032 | — | — | — | — | | | 2/18/2022 | — | — | — | — | 11,475 | 718,335 | — | — | | | 8/16/2022 | — | — | — | — | 20,000(7) | 1,252,000 | — | — | | | 10/7/2022 | 4,083 | 9,917 | 61.65 | 10/7/2032 | — | — | — | — | | | 3/10/2023 | 7,500 | 32,500 | 43.22 | 3/10/2033 | — | — | — | — | | | 3/10/2023 | — | — | — | — | 22,000 | 1,377,200 | — | — | | | 10/13/2023 | 695 | 15,972 | 44.31 | 10/13/2033 | — | — | — | — | | | 10/13/2023 | — | — | — | — | 6,340(5) | 396,884 | — | — | | Phuong Khanh Morrow, M.D. FACP | 5/23/2022 | 35,625(6) | 54,375(6) | 54.71 | 5/23/2032 | — | — | — | — | | | 5/23/2022 | — | — | — | — | 20,812 | 1,302,831 | — | — | | | 10/7/2022 | 2,735 | 6,645 | 61.65 | 10/7/2032 | — | — | — | — | | | 3/10/2023 | 8,366 | 36,254 | 43.22 | 3/10/2033 | — | — | — | — | | | 3/10/2023 | — | — | — | — | 22,000 | 1,377,200 | — | — | | | 10/13/2023 | 694 | 15,973 | 44.31 | 10/13/2033 | — | — | — | — | | Rodger Novak, M.D. | 9/30/2016 | 61,893(8) | — | 14.00 | 10/18/2026 | — | — | — | — | | | 6/15/2017 | 140,315(8) | — | 14.43 | 6/15/2027 | — | — | — | — |

  33. Outstanding Equity Awards at Fiscal Year End

    Unless otherwise specified below, each award vests in equal monthly installments commencing upon the vesting commencement date, subject to continuous service through each such date. Awards granted prior to October 18, 2016 were made pursuant to our 2015 Stock Option and Grant Plan, awards granted on or after October 18, 2016 and prior to June 15, 2018 were made pursuant to our Amended and Restated 2016 Stock Option and Incentive Plan. Awards granted on or after June 15, 2018 were made under our 2018 Plan. (2) Unless otherwise specified below, each award vests in four equal annual installments commencing upon the vesting commencement date, subject to continuous service through each such date. The market value is calculated by multiplying the number of unvested shares by $62.60, which was the fair market value of our common shares as of December 29, 2023, the last trading day of our common shares in 2023. (3) This performance stock unit award is subject to both time- and market-based vesting. The market-based vesting is subject to achievement of certain share price targets prior to the end of a three-year service period. See “Executive Compensation— Compensation Discussion and Analysis—Primary Elements of Executive Compensation Program—Retention-focused RSUs” for additional details regarding this award. (4) This award of restricted stock units vests in one installment on August 16, 2025. (5) This award of restricted stock units vests in three installments on October 13, 2024 (one-third), October 13, 2025 (one-third), and October 13, 2026 (one-third). (6) This option vests with respect to 25% of the shares on the first anniversary of the vesting commencement date and the remaining 75% vests in equal monthly installments over the next three years thereafter, subject to continuous service through each such date. (7) This award of restricted stock units vests in one installment on February 16, 2025. (8) Until December 1, 2018, this option vested in 48 equal monthly installments commencing upon the vesting commencement date. From and after December 1, 2018, subject to Dr. Novak’s continued service with the Company and consistent with the terms of that certain Employment Agreement, dated December 1, 2017, by and between Dr. Novak and the Company, such award was amended and continues to vest on the original vesting schedule but at the rate of 50% of the number of shares originally scheduled to vest on any vesting date, and the original vesting schedule was extended to reflect the amended schedule. In December 2019, we and Dr. Novak terminated his employment relationship and we entered into a Mandate Agreement with Oriolus Consulting LLC, an affiliate of, and on behalf of, Dr. Novak. Dr. Novak’s outstanding unvested equity awards granted by us to, and held by, Dr. Novak as of January 1, 2020, continued to vest in accordance with Dr. Novak’s terminated Employment Agreement and the Termination Agreement through September 15, 2023, at which time all unvested equity awards vested in full.

  34. Option Exercises and Stock Vested in Fiscal Year 2023

    Option Exercises and Stock Vested in Fiscal Year 2023 The following table sets forth the number of shares acquired and the value realized upon exercises of stock options and vesting of restricted stock units, or RSUs, during the fiscal year ended December 31, 2023 by each of our NEOs.

  35. Option Exercises and Stock Vested in Fiscal Year 2023

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (2) | | Samarth Kulkarni, Ph.D. | 125,000 | 4,062,000 | 34,083 | 1,574,695 | | Raju Prasad, Ph.D. | — | — | — | — | | James R. Kasinger | — | — | 8,908 | 414,342 | | Phuong Khanh Morrow, M.D. FACP | — | — | 6,938 | 466,234 | | Rodger Novak, M.D. | — | — | — | — | | Brendan Smith | 9,583 | 44,262 | 3,825 | 194,654 |

  36. Option Exercises and Stock Vested in Fiscal Year 2023

    (1) The value realized upon the exercise of stock option awards does not represent proceeds from any sale of any common stock acquired upon exercise but is determined by multiplying the number of shares acquired upon exercise by the difference between the per share exercise price of the option and the closing price of a common share on the Nasdaq Global Market at each time of exercise. (2) The value realized upon vesting of restricted stock and RSUs is calculated by multiplying the number of shares of restricted stock and RSUs vested by the market price on the vest date.

  37. Potential Payments on Termination or Change in Control

    Potential Payments on Termination or Change in Control Our wholly-owned subsidiary, CRISPR Therapeutics, Inc., has entered into employment agreements with each of our NEOs, other than Dr. Novak, in connection with their employment with us (together, the “NEO Employment Agreements”). The NEO Employment Agreements provide for “at will” employment. The material terms of the NEO Employment Agreements are summarized below in the section “Executive Compensation—NEO Compensation Tables—Employment and Other Arrangements with our NEOs.” Additionally, prior to his resignation, we had entered into Service Agreements (as such term is defined below under “Employment and Other Arrangements with our NEOs – Service Agreements with Dr. Novak”) with Dr. Novak. Under the terms of the NEO Employment Agreements, each NEO (other than Dr. Novak) is entitled to receive certain change-in-control payments and benefits if such NEO is terminated by us or our acquirer or successor without cause or resigns for good reason (as such terms are defined in the employment agreements), in either case, within stipulated periods after the consummation of a sale event, subject to such NEO’s compliance with the terms of such NEO’s employment agreement, including an execution and non-revocation of a general release of claims. The following table quantifies the potential payments that would have become due to our NEOs (other than Dr. Novak and Mr. Smith) assuming that one of the triggering events described under such NEO’s respective employment agreement occurred as of December 31, 2023.

  38. Potential Payments on Termination or Change in Control

    | Name (1)(2) | Termination without Cause or Resignation for Good Reason Not in Connection with a Change in Control ($) | Termination without Cause or Resignation for Good Reason in Connection with a Change in Control ($) | | Samarth Kulkarni, Ph.D. | | | | Cash Severance Payment | 724,500(3) | 724,500(3) | | Cash Incentive Bonus Payment | 507,150(4) | 507,150(4) | | Continued Equity Vesting - (Time-Based) | 4,553,503(5) | — | | Accelerated Equity Vesting—(Time-Based) | — | 20,568,477(6) | | Raju Prasad, Ph.D. | | | | Cash Severance Payment | 232,500(7) | 465,000(3) | | Cash Incentive Bonus Payment | 83,621(8) | 167,241(4) | | Continued Equity Vesting - (Time-Based) | 1,202,936(9) | — | | Accelerated Equity Vesting—(Time-Based) | — | 4,491,452(6) | | James R. Kasinger | | | | Cash Severance Payment | 232,900(7) | 465,800(3) | | Cash Incentive Bonus Payment | 104,805(8) | 209,610(4) | | Continued Equity Vesting - (Time-Based) | 918,912(9) | — | | Accelerated Equity Vesting—(Time-Based) | — | 5,076,610(6) | | Phuong Khanh Morrow, M.D. FACP (10) | | | | Cash Severance Payment | 263,950(7) | 527,900(3) | | Cash Incentive Bonus Payment | 118,778(8) | 237,555(4) | | Continued Equity Vesting - (Time-Based) | 1,014,613(9) | — | | Accelerated Equity Vesting—(Time-Based) | — | 4,110,111(6) |

  39. Potential Payments on Termination or Change in Control

    (1) Mr. Smith resigned as our Chief Financial Officer effective as of March 13, 2023 and did not receive any termination payments or benefits. See Note 7 to the “Summary Compensation Table” above for more information regarding Mr. Smith's resignation. (2) Dr. Novak resigned as our President and as a member and Chairman of our Board of Directors effective as of September 15, 2023. See Note 8 to the “Summary Compensation Table” above for more information regarding Dr. Novak's resignation. (3) Represents twelve months of the NEO’s base salary. (4) Represents one times (1x) the NEO’s target annual bonus opportunity. (5) Represents twelve months of vesting for unvested awards as of December 31, 2023 based on the market price of our common shares on December 29, 2023 of $62.60. (6) Represents full vesting of time-based equity awards based on the market price of our common stock on December 29, 2023 of $62.60 and 75,000 shares of time-based and performance-based equity awards based on the market price of our common stock on December 29, 2023 of $62.60. See “Executive Compensation—Compensation Discussion and Analysis—Primary Elements of Executive Compensation Program—Retention-focused RSUs” for additional details regarding this award. (7) Represents six months of the NEO’s base salary. (8) Represents 0.5x the NEO’s target annual bonus opportunity. Represents six months of vesting for unvested awards as of December 31, 2023 based on the market price of our common shares on December 29, 2023 of $62.60. Dr. Morrow resigned as our Chief Medical Officer as of January 26, 2024, and did not receive any termination payments or benefits in connection with her resignation.

  40. CEO PAY RATIO DISCLOSURE

    CEO PAY RATIO DISCLOSURE As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the total annual compensation of our employees and the total annual compensation of Samarth Kulkarni, Ph.D., our CEO and Chairman. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described below. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Compensation Committee nor management of the Company used the CEO Pay Ratio measure in making compensation decisions.

  41. Pay Ratio Disclosure

    Pay Ratio Disclosure For 2023, our last completed fiscal year: • the total annual compensation of our median employee was $219,197 as determined in accordance with Item 402 of Regulation S-K; and • the total annual compensation of our CEO, as determined in accordance with Item 402 of Regulation S-K and reported in the “Summary Compensation Table” included elsewhere in this proxy statement, was $12,322,196. Based on this information, for 2023, the ratio of the total annual compensation of Dr. Kulkarni, our CEO and Chairman, to the total annual compensation of our median employee was approximately 56 to 1.

  42. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid and certain financial performance metrics for our company. This information was not referenced or used by management or the Compensation Committee in any way when making compensation decisions and is being provided solely for compliance purposes. The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Equity values presented below are calculated in accordance with FASB ASC Topic 718. Use of the term “compensation actually paid” is required by the SEC’s rules and, as a result of the calculation methodology required by the SEC, such amounts differ significantly from the compensation actually earned, realized or received by the individuals and the compensation decisions described in the section entitled “Executive Compensation—Compensation Discussion and Analysis.” As described in more detail above in the section entitled “Executive Compensation—Compensation Discussion and Analysis— Primary Elements of Executive Compensation Program,” while we utilize several performance measures to align executive compensation with our performance, as a general matter, we do not use financial performance measures when setting compensation goals and making compensation decisions for our executive officers, except for certain performance-based equity awards with both market and service conditions granted to our Chief Executive Officer in August 2022. Our annual performance-based cash incentive program is designed to align, motivate and reward our executives for short-term achievement based on defined annual corporate goals and to reward our executives for individual achievement towards these goals. Moreover, our long-term equity incentive award program, which is an integral part of our executive compensation program, is designed to align our executive officers’ interests with those of our shareholders by providing a continuing financial incentive to maximize long-term value for our shareholders and by encouraging our executive officers to continue in our service for the long-term. Such equity-incentive awards, including stock options, provide value only if the executive officer continues in our service over the vesting period and, in the case of stock options, only if the market price of our common shares increases. The peer group total stockholder return, or TSR, set forth in this table utilizes the Nasdaq Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report. The TSR measurement period is the period beginning at market close on the last trading day before the earliest fiscal year in the table below, through and including the end of the fiscal year for which cumulative total shareholder return is being calculated. The closing price has been converted into a fixed investment of $100, and the amounts included in the table above represent the value of such fixed investment based on the cumulative shareholder returns as of the end of that year. Historical stock performance is not necessarily indicative of future stock performance. Due to our status as a clinical-stage biopharmaceutical company whose primary focus is research and development of our product candidates and because we are not yet a commercial-stage company, we did not have any revenue during the periods presented, other than (a) non-recurring revenue in 2021 associated with our collaboration agreements with Vertex and an upfront payment we received in connection with the amendment and restatement of our joint development and commercialization agreement with Vertex and (b) non-recurring revenue in 2023 associated with the achievement of certain milestones under our amended and restated joint development and commercialization agreement with Vertex and our non-exclusive license agreement with Vertex. Consequently, we have not historically utilized net (loss) income as a performance measure for our executive compensation program. As a result, we do not believe there is any meaningful relationship between our net loss and compensation actually paid to our NEOs during the periods presented. For additional information about how we align executive compensation with company performance, please see the section entitled “Executive Compensation—Compensation Discussion and Analysis.” Last, as stated above, we do not generally use financial performance measures when setting compensation goals and making compensation decisions for our executive officers, except for certain performance-based equity awards with both market and service conditions granted to our Chief Executive Officer in August 2022. Accordingly, although we did not use any financial performance measures to link executive compensation to our financial performance in 2020, 2021, and 2023, we have included “stock price” as our “company selected measure” in the below table which reflects the average price of our common stock for the thirty-day period ending December 31, 2023, 2022, 2021 and 2020.

  43. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (1) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Total Shareholder Return ($) | Peer Group Shareholder Return ($) | Net (Loss) Income ($ in thousands) | Company Stock Price ($ | | 2023 | 12,322,196 | 24,808,888 | 2,611,791 | 4,800,818 | 102.78 | 115.42 | (153,610) | 65.91 | | 2022 | 20,734,359 | 1,727,717 | 3,860,812 | 2,095,985 | 66.74 | 111.27 | (650,175) | 49.67 | | 2021 | 17,037,015 | (27,368,684) | 5,646,542 | (2,811,574) | 124.42 | 124.89 | 377,661 | 77.98 | | 2020 | 9,105,256 | 76,943,907 | 3,190,258 | 22,262,442 | 251.39 | 125.69 | (348,865) | 140.34 |

  44. PAY VERSUS PERFORMANCE

    The PEO and Non-PEO NEOs included in the above compensation columns reflect the following:

  45. PAY VERSUS PERFORMANCE

    | Year | CEO/PEO | Non-PEO NEOs | | 2023 | Samarth Kulkarni, Ph.D. | James R. Kasinger, Phuong Khanh Morrow, M.D. FACP, Rodger Novak, M.D., Raju Prasad, Ph.D., Brendan Smith | | 2022 | Samarth Kulkarni, Ph.D. | James R. Kasinger, Lawrence O. Klein, Ph.D., Phuong Khanh Morrow, M.D. FACP, Rodger Novak, M.D., Brendan Smith | | 2021 | Samarth Kulkarni, Ph.D. | James R. Kasinger, Lawrence O. Klein, Ph.D., Tony W. Ho, M.D., Michael J. Tomsicek, Brendan Smith | | 2020 | Samarth Kulkarni, Ph.D. | James R. Kasinger, Lawrence O. Klein, Ph.D., Tony W. Ho, M.D., Michael J. Tomsicek |

  46. PAY VERSUS PERFORMANCE

    "Compensation Actually Paid" to the PEO reflects the following adjustments from total compensation reported in the "Summary Compensation Table":

  47. PAY VERSUS PERFORMANCE

    | | PEO | | | | | Adjustments to Determine Compensation "Actually Paid" for PEO ($) | 2023 | 2022 | 2021 | 2020 | | Total Compensation per Summary Compensation Table | 12,322,196 | 20,734,359 | 17,037,015 | 9,105,256 | | Less: Stock and option award amounts per Summary Compensation Table | (10,967,395) | (19,424,359) | (15,774,627) | (7,929,381) | | Plus: The year-end fair value of any equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year | 15,014,722 | 8,521,013 | 7,425,803 | 24,580,689 | | The amount of change as of the end of the covered fiscal year in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year from the end of the prior fiscal year | 6,163,189 | (6,017,784) | (20,341,274) | 39,211,747 | | For awards granted in the covered fiscal year that vest in the covered fiscal year, the amount equal to the change as of the vesting date in fair value from the grant date | 1,287,727 | 918,718 | 1,198,494 | 1,772,191 | | For awards granted in prior years that vest in the covered fiscal year, the amount equal to the change as of the vesting date in fair value from the end of the prior fiscal year | 988,449 | (3,004,230) | (16,914,095) | 10,203,405 | | Less: For awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the covered fiscal year, a deduction for the amount equal to the fair value at the end of the prior fiscal year | — | — | — | — | | Plus: Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation | — | — | — | — | | Total Adjustments | 12,486,692 | (19,006,642) | (44,405,699) | 67,838,651 | | Compensation Actually Paid | 24,808,888 | 1,727,717 | (27,368,684) | 76,943,907 |

  48. PAY VERSUS PERFORMANCE

    (3) The average "Compensation Actually Paid" to the Non-PEO NEOs reflects the following adjustments from total compensation reported in the "Summary Compensation Table":

  49. PAY VERSUS PERFORMANCE

    | | Non-PEO NEOs | | | | | Adjustments to Determine Compensation "Actually Paid" for Non-PEO NEOs ($) | 2023 Average | 2022 Average | 2021 Average | 2020 Average | | Total Compensation per Summary Compensation Table | 2,611,791 | 3,860,812 | 5,646,542 | 3,190,258 | | Less: Stock and option award amounts per Summary Compensation Table | (1,084,503) | (1,647,420) | (2,363,065) | (1,231,368) | | Plus: The year-end fair value of any equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year | 2,931,678 | 1,509,363 | 2,246,917 | 7,683,756 | | The amount of change as of the end of the covered fiscal year in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year from the end of the prior fiscal year | 534,860 | (1,256,206) | (5,483,881) | 11,104,395 | | For awards granted in the covered fiscal year that vest in the covered fiscal year, the amount equal to the change as of the vesting date in fair value from the grant date | 122,958 | 184,940 | 254,538 | 558,750 | | For awards granted in prior years that vest in the covered fiscal year, the amount equal to the change as of the vesting date in fair value from the end of the prior fiscal year | 296,209 | (555,504) | (3,112,625) | 956,651 | | Less: For awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the covered fiscal year, a deduction for the amount equal to the fair value at the end of the prior fiscal year | (612,175) | — | — | — | | Plus: Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation | — | — | — | — | | Total Adjustments | 2,189,027 | (1,764,827) | (8,458,116) | 19,072,184 | | Compensation Actually Paid | 4,800,818 | 2,095,985 | (2,811,574) | 22,262,442 |

  50. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As required by Item 402(v) of Regulation S-K, we are also providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. As noted above, “compensation actually paid” for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable year. The first graph compares our PEO and average non-PEO NEO compensation actually paid versus our TSR and our peer group TSR, and also compares our TSR versus our peer group TSR: The second graph compares our PEO and average non-PEO NEO compensation actually paid versus our net (loss) income: The third graph compares the compensation actually paid to our PEO and the average amount of compensation actually paid to our Non-PEO NEOs during the periods presented and sets forth the relationship between compensation actually paid to our PEO and the average amount of compensation actually paid to our Non-PEO NEOs during the periods presented and the Company’s average stock price for the thirty-day period ending December 31, 2020, 2021, 2022 and 2023: All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

  51. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION We have adopted a non-employee director compensation policy, which is designed to provide a total compensation package that enables us to attract and retain, on a long-term basis, high caliber non-employee directors. Under the non-employee director compensation policy, our non-employee directors are compensated as follows: • each non-employee director will receive an annual cash fee of $45,000 ($65,000 for the chairman of the Board of Directors); • each non-employee director who is a member of the Audit Committee will receive an additional annual cash fee of $10,000 ($20,000 for the Audit Committee chairman); • each non-employee director who is a member of the Compensation Committee will receive an additional annual cash fee of $7,500 ($15,000 for the Compensation Committee chairman); • each non-employee director who is a member of the Nominating Committee will receive an additional annual cash fee of $5,000 ($10,000 for the Nominating Committee chairman); • the lead independent director will receive an additional annual cash fee of $10,000; • each new non-employee director will receive an initial grant of an option to purchase 26,000 common shares upon his or her initial election to our Board of Directors; and • each returning non-employee director will receive an annual grant of an option to purchase 13,000 common shares upon the date of the annual general meeting of shareholders. In addition, upon the recommendation of the Compensation Committee, the Board of Directors approved and adopted a revised non-employee director compensation policy in March 2024, with the below changes to be effective following the 2024 Annual General Meeting: • the annual cash fee payable to each non-employee director will be increased by $5,000 (for a total annual cash fee of $50,000); and • the additional annual cash fee payable to the lead independent director will be increased by $5,000 (for a total annual cash fee of $15,000). The stock options granted to our non-employee directors will have an exercise price equal to the fair market value of our common shares on the date of grant and will expire ten years after the date of grant. The initial stock options granted to new non-employee directors will vest in equal monthly installments over a three-year period following the grant date, subject to such director’s continued service on the Board of Directors. The annual stock options granted to our non-employee directors will vest in twelve equal monthly installments and will vest in full upon the earlier of the first anniversary of the date of grant or the date of the following annual general meeting of shareholders, subject to such director’s continued service on the Board of Directors. Any initial stock options and annual stock options granted to each of our non-employee directors will automatically accelerate and become fully vested and exercisable upon the non-employee director’s death or disability or upon a sale event (as defined in the equity plan). All cash fees will be paid quarterly, in arrears, or upon the earlier resignation or removal of the non-employee director. The amount of each payment will be prorated for any portion of a quarter that a non-employee director is not serving on our Board of Directors, based on the number of calendar days served by such non-employee director. Each non-employee director is also entitled to reimbursement for reasonable travel and other expenses incurred in connection with attending meetings of the Board of Directors and any committee on which he or she serves. In addition, pursuant to Swiss law and Article 18 of the Articles of Association of the Company, our shareholders must annually approve (i) the non-performance-related compensation of our Board of Directors for the next term of office and (ii) any additional compensation of the Board of Directors for the preceding business year. At our 2023 annual general meeting, shareholders approved the proposed compensation for the Board of Directors. For more information regarding the binding votes on aggregate compensation for our Board of Directors, see “Matters to be Voted On—Proposals 6.a-6.e: Approval of Compensation for the Board of Directors and the Executive Committee—.”

  52. Director Compensation Table

    Director Compensation Table The following table sets forth a summary of the compensation for our non-employee directors during 2023.

  53. Director Compensation Table

    | Board Member (1)(2) | Fees Earned or Paid in Cash ($)(3) | Option Awards ($)(4)(5) | All Other Compensation ($) | Total | | Ali Behbahani, M.D. | 62,500 | 482,560 | — | 545,060 | | Bradley Bolzon, Ph.D. (6) | 12,083 | — | — | 12,083 | | Maria Fardis, Ph.D. | 50,278 | 482,560 | — | 532,838 | | H. Edward Fleming, Jr., M.D. | 53,681 | 482,560 | — | 536,241 | | Simeon J. George, M.D. | 60,000 | 482,560 | — | 542,560 | | John T. Greene | 72,500 | 482,560 | — | 555,060 | | Katherine A. High, M.D. | 50,000 | 482,560 | — | 532,560 | | Douglas A. Treco, Ph.D. | 70,000 | 482,560 | — | 552,560 |

  54. Director Compensation Table

    (1) Dr. Kulkarni, our Chief Executive Officer, does not receive any compensation for his service as a member of our Board of Directors. Beginning September 15, 2023, Dr. Kulkarni was appointed Chairman of our Board of Directors. The compensation received by Dr. Kulkarni, as a named executive officer of our company, is presented in “Executive Compensation—NEO Compensation Tables—Summary Compensation Table—2023.” (2) Dr. Novak, our former President and member of and Chairman of our Board of Directors, did not receive any compensation for his service as a member of our Board of Directors. The compensation received by Dr. Novak, as a named executive officer of our company, is presented in “Executive Compensation—NEO Compensation Tables—Summary Compensation Table—2023.” As disclosed on a Current Report on Form 8-K filed with the SEC on September 7, 2023, Dr. Novak resigned as our President, as well as a director and Chairman of our Board of Directors, effective as of September 15, 2023. (3) Amounts reported represent fees earned by each director for their service on the Board of Directors and any committee or committees thereof for the year ending December 31, 2023. Each director was eligible to receive compensation in accordance with the policy described above during the year 2023. (4) These amounts represent the aggregate grant date fair value of awards granted to our directors in 2023, computed in accordance with ASC 718. See Note 11 to the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 regarding assumptions underlying the valuation of equity awards. (5) The aggregate amount of stock option awards outstanding as of December 31, 2023 for the non-employee directors of our Board of Directors was: Dr. Behbahani: 119,583; Dr. Bolzon: 109,000; Dr. Fardis: 19,583; Dr. Fleming: 40,416; Dr. George: 119,583; Mr. Greene: 84,583; Dr. High: 74,583; and Dr. Treco: 59,583. As disclosed on a Current Report on Form 8-K filed with the SEC on March 29, 2023, Dr. Bolzon resigned from our Board of Directors effective as of the close of business on March 28, 2023.

  55. Tax Aspects Under the Code

    | Art. 40 Pension Funds Benefits | Art. 40 Pensionskasse Vorsorge | | Pension benefits to members of the Board of Directors and the Executive Committee are granted only in accordance with the domestic and foreign pension funds and comparable pension plans of the Company and its group companies. The benefits to the insured and the employee contributions are specified in the plans or regulations. | Vorsorgeleistungen an Mitglieder des Verwaltungsrats und der Geschäftsleitung werden nur im Rahmen der anwendbaren in- und ausländischen Pensionskassen- oder vergleichbaren Plänen der Gesellschaft bzw. ihrer Gruppengesellschaften ausbezahlt. Die Leistungen an die Versicherten und die Arbeitgeberbeiträge ergeben sich aus den jeweiligen Plänen bzw. Reglementen. | | The Company shall remunerate members of the Board of Directors only in respect of the employer'’s mandatory contributions to social insurance. Above and beyond this, the Company shall not make any contributions to pension funds or other such pension plans. In exceptional cases, contributions such as these may be made subject to a request by the Compensation Committee and the approval of the General Meeting. | Die Gesellschaft leistet für die Mitglieder des Verwaltungsrats die gesetzlichen Arbeitgebersozialversicherungsbeiträge. Abgesehen davon richtet die Gesellschaft keine Beiträge an die Pensionskasse oder andere Vorsorgeeinrichtungen für die Mitglieder des Verwaltungsrats aus. Solche Beiträge können ausnahmsweise auf Antrag des Vergütungsausschusses und nach Genehmigung der Generalversammlung ausgerichtet werden. | | Members of the Executive Committee participate in the Company’s pension plans (the Company’s pension fund and the management pension plan). The pension plans conform to the legal requirements (BVG). For members of the Executive Committee, the insured income is defined as the fixed compensation plus 50 percent of the target performance-related compensation, up to the legal maximum. Equity-linked income components are not included. | Die Mitglieder der Geschäftsleitung partizipieren am Pensionsplan der Gesellschaft (Pensionskasse sowie Management Pensionsplan). Der Pensionsplan hat den gesetzlichen Bestimmungen (BVG) zu entsprechen. Das versicherte Einkommen der Mitglieder der Geschäftsleitung entspricht jeweils dem Betrag der fixen Vergütung zuzüglich 50% der erfolgsabhängigen Vergütung bis zum gesetzlichen Maximum. Aktienbezogene Vergütungen werden nicht berücksichtigt. | | Within the overall compensation approved by the General Meeting and any additional amount payable to new members in accordance with Article 34 , the Company may make additional payments into the Company’s pension funds for the benefit of members of the Executive Committee in order to cover any disadvantage suffered as a result of the change of jobs or to purchase additional pension entitlements. In this context the Company may conclude life insurance policies on behalf of members of the Executive Committee and pay the insurance premiums either fully or in part. Upon retirement, the Company may also grant members of the Executive Committee a bridging pension to cover the period between early retirement at 62 and the ordinary age of retirement, if such bridging pension does not exceed 100 percent of the total annual compensation of the respective member last paid. | Die Gesellschaft kann zugunsten der Geschäftsleitungsmitglieder und im Rahmen der von der Generalversammlung genehmigten Gesamtvergütungen und einem etwaigen gemäss Artikel 34 geschuldeten Zusatzbetrag zusätzliche Einkäufe in die Pensionskasse tätigen, um Nachteile aufgrund von Stellenwechsel auszugleichen oder zugunsten zusätzlicher Rentenansprüche. In diesem Zusammenhang kann die Gesellschaft Lebensversicherungen zugunsten der Mitglieder der Geschäftsleitung abschliessen und die Versicherungsprämien vollumfänglich oder teilweise zahlen. Die Gesellschaft kann ihren Geschäfts¬leitungs-mitgliedern eine Überbrückungsrente zusichern, um die Zeitdauer zwischen einer Frühpensionierung ab dem 62. Altersjahr und dem ordentlichen Pensionsalter abzudecken, soweit eine solche Überbrückungsrente 100% der letztmalig an dieses Mitglied bezahlte Jahresvergütung nicht übersteigt. |