DEF 14A of CRISPR Therapeutics AG, Apr 16, 2025

DEF 14A of CRISPR Therapeutics AG

Filed Apr 16, 2025 · FY20240000950170-25-054711

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 ten 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, Sandesh Mahatme, LL.M., Katherine A. High, M.D., Christian Rommel, Ph.D. and Douglas A. Treco, Ph.D.), whose terms expire at the 2025 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 31, 2025. 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, or Nominating Committee, and our Board of Directors to conclude that he or she should serve as a director and be nominated for directorship at the 2025 Annual General Meeting. In addition, we believe that each director and nominee possesses the attributes or characteristics which the Nominating 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) | 48 | Director | | Maria Fardis, Ph.D. (3a)(3b) | 57 | Director | | H. Edward Fleming, Jr., M.D. (1a)(1b) | 62 | Director | | Simeon J. George, M.D. (1a) | 48 | Director | | John T. Greene (1a)(1b)(3a)(3b) | 59 | Director | | Katherine A. High, M.D. (2a)(2b) | 73 | Director | | Samarth Kulkarni, Ph.D. | 46 | Chairman and Chief Executive Officer | | Sandesh Mahatme, LL.M (3a)(3b) | 60 | Director | | Christian Rommel, Ph.D. | 58 | Director | | Douglas A. Treco, Ph.D. (2a)(2b)(3a)(3b) | 67 | Lead Independent Director | | Briggs W. Morrison, M.D (1b)(4) | 66 | Director nominee |

  3. Election of Directors

    (1a) Current member of the Compensation Committee. (1b) Subject to and following the election of directors at the 2025 Annual General Meeting, will be a member of the Compensation Committee. (2a) Current member of the Nominating Committee. (2b) Subject to and following the election of directors at the 2025 Annual General Meeting, will be a member of the Nominating Committee. (3a) Current member of the Audit Committee. (3b) Subject to and following the election of directors at the 2025 Annual General Meeting, will be a member of the Audit Committee. (4) Subject to and following the election of directors at the 2025 Annual General Meeting, will be a member of the Board of Directors.

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

    Nominee for Re-Election as Member and Chairman of the Board of Directors Samarth Kulkarni, Ph.D., Chief Executive Officer and Chairman: 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 has served as a member of the board of directors of Repare Therapeutics Inc. (Nasdaq: RPTX), a precision oncology company, since January 2020; Black Diamond Therapeutics, Inc. (Nasdaq: BDTX), a precision oncology company, since January 2020; Oruka Therapeutics, Inc. (Nasdaq: ORKA), a biotechnology company since June 2024; and Centessa Pharmaceuticals plc (Nasdaq: CNTA), a biotechnology company, since February 2021. 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. Nominee for Election as Member of the Board of Directors

    Nominee for Election as Member of the Board of Directors Briggs W. Morrison, M.D.: Dr. Morrison has served as Executive Partner at MPM Capital, Inc., since June 2015, and as the Chief Executive Officer and a member of the board of directors of Crossbow Therapeutics, Inc., a privately held biotechnology company, since February 2022. Previously, he served as President, Head of Research and Development, of Syndax Pharmaceuticals, Inc. (Nasdaq: SNDX), a biopharmaceutical company, from February 2022 to April 2023, and prior to that was the Chief Executive Officer of Syndax Pharmaceuticals, Inc., from June 2015 to January 2022. Dr. Morrison also has served as a member of the board of directors of Arvinas Holding Company, LLC (Nasdaq: ARVN), a biopharmaceutical company, since June 2018, and Carisma Therapeutics Inc. (Nasdaq: CARM), a biopharmaceutical company, since July 2020. Dr. Morrison previously served as a member of the board of directors of Repare Therapeutics Inc. (Nasdaq: RPTX), a biopharmaceutical company, from June 2017 to August 2024 and Syndax Pharmaceuticals, Inc. (Nasdaq: SNDX) from July 2015 to May 2024. He also serves as a member of the board of directors of several privately held biotechnology companies. Previously, Dr. Morrison was the Chief Medical Officer and Head of Global Medicines Development at AstraZeneca plc (Nasdaq: AZN) from January 2012 to June 2015. Before joining AstraZeneca, he held several positions at Pfizer Inc. (NYSE: PFE), or Pfizer, including Head, Medical Affairs, Safety and Regulatory Affairs for Pfizer’s human health business. Dr. Morrison also previously held several positions at Merck Research Laboratories, a division of Merck & Co., Inc. (NYSE: MRK), including Vice President, Clinical Sciences, Oncology. He was a member of the executive committee of the Clinical Trials Transformation Initiative sponsored by the FDA. Dr. Morrison has a B.S. in biology from Georgetown University and an M.D. from the University of Connecticut Medical School. He completed residency training in internal medicine at Massachusetts General Hospital and a fellowship in medical oncology at the Dana-Farber Cancer Institute. We believe Dr. Morrison’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.

  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; Korro Bio, Inc. (Nasdaq; KRRO), a biopharmaceutical company, since August 2019; and Arcellx, Inc. (Nasdaq: ACLX), a biotechnology company, since February 2015. Dr. Behbahani previously served as a member of the board of directors of CVRx, Inc. (Nasdaq: CVRX), a biopharmaceutical company, from July 2013 to September 2024; Minerva Surgical Inc. (Nasdaq: UTRS), a biotechnology company, from May 2011 to January 2024; Oyster Point Pharma, Inc. (Nasdaq: OYST), a biopharmaceutical company, from July 2017 to January 2023; and Genocea Biosciences, Inc. (Nasdaq: GNCA), a biopharmaceutical company, from February 2018 to May 2022. 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. Since November 2022, Dr. Fleming has served as the Executive Vice President, Commercial of Enavate Sciences, a biotech venture capital firm, where he works closely to invest in and build therapeutic companies. From January 1997 until August 2022, Dr. Fleming held multiple positions at McKinsey & Company, or McKinsey, most recently as Senior Partner and global leader of McKinsey’s research and development practice. Dr. Fleming also has served as a member of the board of directors of Upstream Bio, Inc. (Nasdaq: UPB), a clinical-stage biotechnology company, since June 2023, and Sionna Therapeutics, Inc. (Nasdaq: SION), a clinical-stage biopharmaceutical company, since March 2024. In addition, Dr. Fleming is a member of the boards of directors of several private companies and serves on the Board of Visitors for Vanderbilt’s School of Basic Sciences. 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. We believe Dr. Fleming’s experience in the healthcare industry, including working closely with biopharmaceutical companies on strategy, operational performance and research and development 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 and Managing Partner of SR One Capital Management, LP, a transatlantic biotech venture capital firm, 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. (acquired by Sanofi), a biopharmaceutical company, from February 2011 to September 2020; Progyny, Inc. (Nasdaq: PGNY), a health benefits management company, from May 2012 to October 2019; and Turning Point Therapeutics, Inc. (Nasdaq: TPTX) (acquired by Bristol Myers Squibb in August 2022), 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.

  7. Nominees for Re-Election as Member of the 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. Katherine A. High, M.D., Director: Dr. High has served on our Board of Directors since June 2019. Since December 2024, Dr. High has served as Chief Executive Officer and board member of RhyGaze AG, a private biotech start-up. From January 2023 until December 2024, Dr. High served 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. Sandesh Mahatme, LL.M., Director: Mr. Mahatme has served on our Board of Directors since May 2024. From July 2020 to June 2024, Mr. Mahatme 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 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., Director: Dr. Rommel has served on our Board of Directors since May 2024. 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. Douglas A. Treco, Ph.D., Lead Independent Director: Dr. Treco has served on our Board of Directors since June 2020 and as

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

    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 also serves as a member of the board of directors of a privately held medical device sales and manufacturing company. 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.

  9. Governance of Executive Compensation Program

    compensation matters including: review and analysis of compensation for our executive officers, including our NEOs; • reviewing and approving, or making recommendations to our Board of Directors 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. Alpine reported directly to the Compensation Committee and to the Compensation Committee chair. Alpine also coordinated with our management for data collection and job matching for our executive officers. Alpine did not provide any other services to us in 2024. The Compensation Committee evaluated 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 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 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 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 $1.5 billion and $12 billion; • 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.

  10. 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 | |

  11. Governance of Executive Compensation Program

    In August 2024, the Compensation Committee, with the assistance of Alpine, reviewed and updated our compensation peer group for 2025, referred to as our 2025 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 clinical biotechnology sector with a focus on gene editing and gene therapy; • market value—in most cases, between $1.5 billion and $12 billion; • 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 2025.

  12. Governance of Executive Compensation Program

    | 2025 peer group | | | | Apellis Pharmaceuticals | Cytokinetics + | Prothena | | Arrowhead Pharmaceuticals | Denali Therapeutics | Revolution Medicines + | | Avidity Biosciences + | Dyne Therapeutics + | Sarepta Therapeutics | | Beam Therapeutics | Intellia Therapeutics | Ultragenyx Pharmaceutics | | Blueprint Medicines | Ionis Pharmaceuticals | Vaxcyte | | BridgeBio Pharma | Legend Biotech | Vir Biotechnology | | | Neurocrine Biosciences | |

  13. Governance of Executive Compensation Program

    + New addition to peer group for 2025. The Compensation Committee uses market data—from our compensation peer group, public filings 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. 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 and program 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. 2024 Base Salary In February 2024, 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 Alpine. The Compensation Committee recommendation aspires to generally align the base salaries of our executive officers, including our NEOs, to approximately the fiftieth percentile of our peer group. 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, 2024, 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 2024 are set forth in the “Summary Compensation Table” below. Ms. Bruno was not considered a NEO in 2023. Ms. Bruno was promoted to our Chief Operating Officer on May 23, 2024. From January 1, 2024 to May 23, 2024, Ms. Bruno’s base salary was $394,050. Ms. Bruno's base salary increased to $460,000 upon her promotion. Dr. Patel joined the Company as Chief Medical Officer on May 28, 2024. His base salary was approved by the Board of Directors at that time. 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 review and 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 Chief Executive Officer. 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 Chief Executive Officer evaluates the other executive officers’ individual performance, including the other NEOs’ individual performance, and makes recommendations for total percentage achievement level for each 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 Chief Executive Officer’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 Chief Executive Officer’s performance using similar criteria used in our Chief Executive Officer’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 2024, 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. 2024 Target Annual Bonus In February 2024, 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 Alpine, 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 approximately the fiftieth percentile of our peer group. The target annual bonus for each of our NEOs did not change in 2024 as compared to 2023. Thereafter, the Compensation Committee recommended to the Board of Directors to approve of the 2024 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

    | | 2023 Target Annual Bonus | 2024 Target Annual Bonus | | Samarth Kulkarni, Ph.D. | 70% | 70% | | Raju Prasad, Ph.D. | 45% | 45% | | Julianne Bruno, M.B.A. (1) | — | 45% | | James R. Kasinger | 45% | 45% | | Naimish Patel, M.D. (2) | — | 45% |

  18. Primary Elements of Executive Compensation Program

    (1) Ms. Bruno was promoted to our Chief Operating Officer on May 23, 2024. From January 1, 2024 to May 23, 2024, Ms. Bruno’s target annual bonus percentage was 40%. Ms. Bruno’s target annual bonus percentage upon her promotion was adjusted to 45% and approved by the Board of Directors at that time. (2) Dr. Patel joined the Company as Chief Medical Officer on May 28, 2024. His target annual bonus was approved by the Board of Directors at that time. 2024 Corporate Performance Goals In the fourth quarter of 2023, the Compensation Committee and the Board of Directors approved our 2024 annual corporate performance goals and weightings, as summarized below.

  19. Primary Elements of Executive Compensation Program

    Our executive compensation program seeks to incentivize and reward strong corporate performance. In the fourth quarter of 2024, the Compensation Committee evaluated our achievement of the 2024 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 2024. The Compensation Committee determined that we achieved meaningful corporate goals during 2024 and exceeded our base 2024 corporate performance goals. Thereafter, the Compensation Committee recommended to the Board of Directors the foregoing, including the approval of up to 125% achievement level, and the Board of Directors accepted that recommendation and approved the same. Highlights of our 2024 corporate performance include: Program Goals: Hemoglobinopathies: • In 2023, we and our partner Vertex Pharmaceuticals Incorporated, or Vertex, received the landmark first approval of a CRISPR-based therapy, CASGEVY® (exagamglogene autotemcel [exa-cel]), including in the United States for severe sickle cell disease. In 2024, CASGEVY was approved for the treatment of eligible patients 12 years and older with severe sickle cell disease or transfusion-dependent beta thalassemia in the following additional jurisdictions: the European Union, Canada, Switzerland, Kingdom of Saudi Arabia, Kingdom of Bahrain, and the United Arab Emirates, as well as for transfusion-dependent beta-thalassemia in the United States. We continue to advance its internally developed targeted conditioning program through preclinical studies, as well as are conducting ongoing research to enable in vivo editing of hematopoietic stem cells. CAR T (Immuno-oncology and Autoimmune Diseases): Continued to advance several cell therapy programs for oncology and/or autoimmune indications, including two next-generation allogeneic CAR T programs, CTX112 targeting Cluster of Differentiation 19 and CTX131 targeting Cluster of Differentiation 70: o Clinical trial of CTX112 in adult patients with relapsed or refractory B-cell malignancies who have received at least two prior lines of therapy is ongoing. ▪ In December 2024, we presented positive data from this clinical trial at the 2024 American Society of Hematology Annual Meeting. The data demonstrated strong efficacy comparable to autologous therapies, a tolerable safety profile, and robust cell expansion. ▪ Additional data presented in January 2025 from this clinical trial highlight responses in patients who have received prior T-cell engager-based therapies (TCEs), with responses observed in all 6 patients, including 3 with large B-cell lymphoma, who either relapsed post-TCE treatment or were refractory to TCEs. ▪ In the fourth quarter 2024, CTX112 was awarded Regenerative Medicine Advanced Therapy designation by the FDA for the treatment of relapsed or refractory follicular lymphoma and marginal zone lymphoma. o Expanded ongoing clinical trial of CTX112 in adult patients with systemic lupus erythematosus to include systemic sclerosis and inflammatory myositis in a basket study. o Clinical trials for CTX131 in both solid tumors and hematologic malignancies are ongoing. Regenerative Medicine: • Progress in regenerative medicine continues with the ongoing clinical trial for CTX211 in type 1 diabetes, along with the development of next-generation programs. In vivo: • Advancing wholly-owned and partnered programs, including in vivo gene editing programs for both rare and common diseases. o Cardiovascular disease ▪ Clinical trial of CTX310 targeting angiopoietin-related protein 3 (ANGPTL3) in patients with heterozygous familial hypercholesterolemia, homozygous familial hypercholesterolemia, mixed dyslipidemias, or severe hypertriglyceridemia is ongoing. ▪ Clinical trial of CTX320 targeting LPA, the gene encoding apo(a), a critical component of Lp(a) in patients with elevated Lp(a), is ongoing. • Progress preclinical programs through IND/CTA-enabling studies. 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. 2024 Annual Cash Bonuses In the first quarter of 2025, the Compensation Committee considered our Chief Executive Officer’s recommendations with respect to the individual performance for 2024 of our executive officers, including our other NEOs, and independently evaluated the same for each executive officer, including our Chief Executive Officer, using similar criteria used in our Chief Executive Officer’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 2024, our Board of Directors determined that the individual performance of each of Dr. Kulkarni, Dr. Prasad, Ms. Bruno, Mr. Kasinger and Dr. Patel for 2024 merited a total percentage achievement level that equaled 122%, based on individual impact to corporate goals, individual competencies and skills, demonstrated leadership and embodiment of our core way of working: collaborative, undaunted, entrepreneurial, and results-oriented. 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 2024.

  20. Primary Elements of Executive Compensation Program

    | | Target Annual Cash Bonus ($) | Actual Annual Cash Bonus ($) | | Samarth Kulkarni, Ph.D. | 522,365 | 637,285 | | Raju Prasad, Ph.D. | 215,611 | 263,046 | | Julianne Bruno, M.B.A. (1) | 207,000 | 252,540 | | James R. Kasinger | 215,898 | 263,396 | | Naimish Patel, M.D. (2) | 142,379 | 174,620 |

  21. Primary Elements of Executive Compensation Program

    Ms. Bruno was promoted to our Chief Operating Officer on May 23, 2024. As a result, her base salary and target annual cash bonus percentage were adjusted at such time, and her 2024 target annual cash bonus is based upon her as-adjusted base salary and target bonus percentage. (2) Dr. Patel joined the Company as Chief Medical Officer on May 28, 2024. As a result, each of his target annual cash bonus and actual annual cash bonus was prorated for the year. 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 and historical practice, we grant our employees, including our NEOs, a mix of stock options and restricted stock units at the time of hire, and in certain instances at the time of promotion, equity awards are granted to our executive officers, including our NEOs. In addition, during our annual employee performance review 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 better delivers 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. The Compensation Committee recommendation aspires to generally align equity awards granted to our executive officers, including our NEOs, to the sixtieth percentile of our peer group. 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 2024 described below in the “Grants of Plan-Based Awards for Fiscal Year 2024” table, as well as additional information contained below under “Executive Compensation—Compensation Discussion and Analysis—Primary Elements of Executive Compensation Program—Retention of Executive Leadership Team.” 2024-2025 Annual Equity Awards Based on 2024 Performance

  22. 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) | 165,000 | 82,500 | | Raju Prasad, Ph.D. (5) | 54,999 | 27,500 | | Julianne Bruno, M.B.A. (6) | 54,999 | 27,500 | | James R. Kasinger (7) | 54,999 | 27,500 | | Naimish Patel, M.D. (8) | 65,000 | 32,500 |

  23. 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 2025 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 2026 with respect to 2025 compensation. Restricted stock units are subject to time-based vesting criteria established by the Compensation Committee. Vesting terms for restricted stock units granted in 2024 are described in the notes to the “Outstanding Equity Awards at December 31, 2024” table below. Restricted stock units granted in March 2025 will vest annually over four years. In addition, information regarding certain retention-focused awards granted in 2024 are not included in this table, but are described under “Executive Compensation—Compensation Discussion and Analysis—Primary Elements of Executive Compensation Program—Retention of Executive Leadership Team” below. The equity incentive awards summarized above for Dr. Kulkarni reflect an award of 55,000 stock options granted in October 2024, 110,000 stock options granted in March 2025 and 82,500 restricted stock units granted in March 2025. (5) The equity incentive awards summarized above for Dr. Prasad reflect an award of 18,333 stock options granted in October 2024, as well as an award of 36,666 stock options and 27,500 restricted stock units granted in March 2025. (6) The equity incentive awards summarized above for Ms. Bruno reflect an award of 18,333 stock options granted in October 2024, 36,666 stock options granted in March 2025 and 27,500 restricted stock units granted in March 2025. In addition, Ms. Bruno received an award of 20,000 restricted stock units in connection with her promotion to Chief Operating Officer in May 2024. See the “Grants of Plan-Based Awards for Fiscal Year 2024” table below for more information. (7) The equity incentive awards summarized for Mr. Kasinger reflect an award of 18,333 stock options granted in October 2024, as well as an award of 36,666 stock options and 27,500 restricted stock units granted in March 2025. (8) The equity incentive awards summarized above for Dr. Patel reflect an award of 18,333 stock options granted in October 2024, 46,667 stock options granted in March 2025 and 32,500 restricted stock units granted in March 2025. In addition, Dr. Patel received an award of 85,000 stock options and 40,000 restricted stock units in connection with the employment agreement entered into in May 2024. See the “Grants of Plan-Based Awards for Fiscal Year 2024” table below for more information. Retention of Executive Leadership Team A primary goal of our executive compensation program is to attract, motivate and retain our executive leadership team. 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 focused on reinforcing and encouraging retention of our executive officers. Moreover, the Compensation Committee believes that continuity amongst our executive leadership team is critical to the operation of our business, our ability to consistently deliver key corporate performance objectives, and our ability to focus on shareholder value creation without distraction. On an ongoing basis, the Compensation Committee, in consultation with its independent compensation advisor, Alpine, and the Board of Directors, evaluates the overall compensation packages for the Company’s executive leadership team to assess the need for retention in light of specific circumstances facing the Company. Given the Company’s stage of development, the Compensation Committee and the Board of Directors believe that equity grants with time-based vesting features best promote executive retention because this feature incentivizes our executive leadership team to remain at the Company during the vesting period. However, in certain instances, equity grants with performance-based vesting features serve as an appropriate motivational and retention vehicle for certain members of our executive management team. See, for example, the “Outstanding Equity Awards at Fiscal Year End” table below for information regarding certain retention-focused awards granted in prior years, including performance-based restricted stock units granted to Dr. Kulkarni in August 2022. Retention of Chief Executive Officer In the first half of 2024, the Board of Directors and Compensation Committee engaged in a series of informal discussions about succession planning matters and the expected needs of the Company through the next phase of the Company’s development. Recognizing Dr. Kulkarni’s leadership and impact to date as Chief Executive Officer and with the belief and expectation that his continued leadership over the next several years will benefit the Company and its shareholders, the Board of Directors and Compensation Committee had ongoing discussions regarding additional ways to retain Dr. Kulkarni as Chief Executive Officer and to incentivize him to lead the Company through this next phase. As a result of those discussions, the Compensation Committee engaged Alpine to assist in structuring a potential retention grant for Dr. Kulkarni. In connection with this engagement, Alpine undertook a detailed and holistic assessment of Dr. Kulkarni’s current total equity ownership in the Company including (i) Dr. Kulkarni’s then-current equity position in the Company (both on a percentage basis and total value) and taking into account common shares that Dr. Kulkarni purchased in 2015 when he joined the Company, both in absolute terms and relative to chief executive officers of peer group companies; (ii) the vesting schedules of Dr. Kulkarni’s outstanding equity awards with a focus on the remaining vesting period and potential value of unvested equity awards; and (iii) an evaluation of various elements of Dr. Kulkarni’s August 2022 performance-based retention equity award. Alpine also evaluated potential structures for a retention equity grant, including various equity instruments, amounts, vesting periods, vesting schedules, potential acceleration triggers and potential performance criteria. In addition, Alpine and the Compensation Committee considered fluctuations and volatility in the market generally, biotech sector and gene-editing sector specifically and the likelihood of depressed value in the overall equities market for a sustained period of time, as well as price decline for the Company’s shares as a direct result of overall market forces.

  24. Primary Elements of Executive Compensation Program

    Following discussions and in consultation with Dr. Treco (in his capacity as Lead Independent Director and chair of the Nominating Committee), the other independent directors of the Board and Alpine, the Compensation Committee determined that a time-based award was most appropriate to accomplish the Compensation Committee’s retentive objective, drive continued accountability during this critical phase for our Company and deliver shareholder value. While the Compensation Committee considered granting a potential performance-based award, given the lack of meaningful performance criteria for the stage of development of the Company and the volatility of current market conditions, it determined that a performance-based equity award would not adequately achieve a retentive purpose. Accordingly, the Compensation Committee recommended to the Board of Directors a retention equity award grant of 400,000 restricted stock units to Dr. Kulkarni, which vests in four equal annual installments on the anniversary of the grant date, subject to his continued service to the Company or any of its subsidiaries. In making such recommendation, the Compensation Committee believed Dr. Kulkarni’s total equity holding in the Company should be in line with the fiftieth percentile of peers at benchmark companies, and it considered, among other relevant factors, (i) Dr. Kulkarni’s tenure with the Company (9 years; 6.5 years as Chief Executive Officer); (ii) the fact that Dr. Kulkarni was promoted to Chief Executive Officer (and not appointed) and that, as a general matter, promotion equity grants tend to be made at below market levels; (iii) a review of Dr. Kulkarni’s equity ownership in the Company and that, at his current level, Dr. Kulkarni fell between the 25th and 50th percentile of peers at benchmark companies; (iv) a review of Dr. Kulkarni’s equity holdings including that he had acquired equity when the Company was private, that a meaningful amount of the value of his equity holdings were granted several years ago (at the then-prevailing prices) and substantially vested; and (v) the likelihood that the performance stock award granted to Dr. Kulkarni in August 2022 will not meaningfully achieve its intended retentive purpose because it is unlikely that all or any meaningful portion of it would vest before the end of the measurement period in August 2025 (and no portion of that award had vested as of July 2024). Following such recommendation from the Compensation Committee, the Board of Directors approved Dr. Kulkarni’s retention equity award in September 2024, effective in October 2024 as part of the first tranche of equity awarded in connection with our annual employee performance review cycle, as more fully described under “Executive Compensation—Compensation Discussion and Analysis—Primary Elements of Executive Compensation Program—Long-Term Incentive Compensation” above. Retention of Other Executive Officers In addition, in the third quarter of 2024, 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 other executive officers in the form of time-based restricted stock units in an effort to incentivize such executives continued employment with the Company through the next phase of the Company’s development and as a result of their individual impact and leadership to date. The Compensation Committee and independent members of the Board of Directors believe the leadership of Dr. Prasad and Mr. Kasinger are also important to lead the Company through the next phase of the Company’s development. Accordingly, Dr. Prasad was granted 15,000 restricted stock units and Mr. Kasinger was granted 30,000 restricted stock units. Each such award vests in full on the third anniversary of the grant date, subject to continued service to us or any of our subsidiaries.

  25. Additional Compensation and Other Policies and Practices

    Additional Compensation and Other 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 Chief Executive Officer. 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 Chief Executive Officer 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. • The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. 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. Insider Trading Policy The Company has adopted an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to all of its directors, officers, employees and other covered persons, or our “Insider Trading Policy”. The Company believes that its Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as listing standards applicable to the Company. It is also the policy of the Company to comply with all insider trading laws and regulations. A copy of our Insider Trading Policy has been filed with our Annual Report on Form 10-K filed with the SEC on February 11, 2025. 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). Clawback Policy Our Board of Directors, at the recommendation of our Compensation Committee, has 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. A copy of our compensation recovery policy has been filed with our Annual Report on Form 10-K filed with the SEC on February 11, 2025. 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

  26. Additional Compensation and Other Policies and Practices

    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 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.

  27. 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, 2024, 2023 and 2022, to the extent he or she was a NEO in such year.

  28. 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. | 2024 | 746,235 | — | 25,344,025 | 6,436,600 | 637,285 | 11,481(3) | 33,175,626 | | Chairman and Chief Executive Officer | 2023 | 724,500 | — | 4,435,690 | 6,531,705 | 618,723 | 11,578 | 12,322,196 | | | 2022 | 700,000 | — | 15,211,120 | 4,213,239 | 597,800 | 12,200 | 20,734,359 | | Raju Prasad, Ph.D. | 2024 | 479,136 | — | 2,558,500 | 2,198,854 | 263,046 | 13,800(3) | 5,513,336 | | Chief Financial Officer | 2023 | 371,648 | 100,000 | 1,806,000 | 3,224,406 | 204,228 | 12,284 | 5,718,566 | | Julianne Bruno, M.B.A. | 2024 | 434,124(4) | — | 2,208,700 | 1,460,623 | 252,540 | 13,800(3) | 4,369,787 | | Former Chief Operating Officer | | | | | | | | | | James R. Kasinger | 2024 | 479,774 | — | 3,293,500 | 2,069,408 | 263,396 | 13,800(3) | 6,119,878 | | General Counsel | 2023 | 465,800 | — | 1,231,765 | 1,543,909 | 255,724 | 13,200 | 3,510,398 | | | 2022 | 450,000 | — | 2,408,837 | 1,825,961 | 247,050 | 12,200 | 4,944,048 | | Naimish Patel, M.D. | 2024 | 319,514(5) | 200,000(6) | 2,193,600 | 3,468,023 | 174,620 | 5,000(3) | 6,360,757 | | Chief Medical Officer | | | | | | | | |

  29. 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 2022, 2023 and 2024 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, 2024 and filed with the SEC on February 11, 2025 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 restricted stock units assuming probable achievement, which was maximum achievement. 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. The amounts reported in this column for 2024 consist of employer matching contributions received by Dr. Kulkarni, Dr. Prasad, Ms. Bruno, and Mr. Kasinger under our 401(k) plan. In addition, the amount reported for Dr. Patel includes a reimbursement of $5,000 for reasonable and documented legal fees incurred in connection with the negotiation of his employment agreement. (4) Ms. Bruno was promoted to our Chief Operating Officer on May 23, 2024. Ms. Bruno’s base salary for 2024 reflects actual amounts earned in 2024 based on a base salary of $394,050 from January 1, 2024 through May 22, 2024 and a base salary of $460,000 from May 23, 2024 through December 31, 2024. Ms. Bruno ceased serving as our Chief Operating Officer on March 24, 2025 and remained employed as an employee of CRISPR Therapeutics, Inc. until April 11, 2025. Ms. Bruno is not entitled to receive any termination benefits from us. (5) Dr. Patel joined the Company as Chief Medical Officer on May 28, 2024. Dr. Patel’s base salary for 2024 reflects the actual amounts earned from May 28, 2024 through December 31, 2024 and does not represent Dr. Patel’s annualized base salary. His annualized base salary was $535,000 for 2024. (6) Under Dr. Patel’s employment agreement, we agreed to provide a one-time payment of $200,000 to Dr. Patel to offset losses he incurred in connection with the transitioning of his employment to the Company. If Dr. Patel’s employment is terminated by us for “cause” or he resigns without “good reason,” prior to the first anniversary of his start date, Dr. Patel is required to repay a prorated portion of the after-tax amount of such payment.

  30. Grants of Plan-Based Awards for Fiscal Year 2024

    Grants of Plan-Based Awards for Fiscal Year 2024 The following table sets forth the individual awards made to each of our NEOs during 2024. For a description of the types of awards indicated below, please see “Executive Compensation—Compensation Discussion and Analysis” above:

  31. Grants of Plan-Based Awards for Fiscal Year 2024

    | 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. | | | 522,365 | — | — | — | — | — | | | 3/20/2024 | 3/14/2024 | — | — | 78,750 | — | — | 5,744,025 | | | 3/20/2024 | 3/14/2024 | — | — | — | 105,000 | 72.94 | 4,794,300 | | | 10/16/2024 | 10/13/2024 | — | — | — | 55,000 | 49.00 | 1,642,300 | | | 10/16/2024 | 9/12/2024 | — | — | 400,000(7) | — | — | 19,600,000 | | Raju Prasad, Ph.D. | | | 215,611 | — | — | — | — | — | | | 3/20/2024 | 3/14/2024 | — | — | 25,000 | — | — | 1,823,500 | | | 3/20/2024 | 3/14/2024 | — | — | — | 36,168 | 72.94 | 1,651,431 | | | 10/16/2024 | 10/13/2024 | — | — | 0 | 18,333 | 49.00 | 547,423 | | | 10/16/2024 | 9/12/2024 | — | — | 15,000(7) | — | — | 735,000 | | Julianne Bruno, M.B.A. | | | 207,000 | — | — | — | — | — | | | 3/20/2024 | 2/28/2024 | — | — | 15,000 | — | — | 1,094,100 | | | 3/20/2024 | 2/28/2024 | — | — | — | 20,000 | 72.94 | 913,200 | | | 5/23/2024(8) | 5/16/2024 | — | — | 20,000 | — | 55.73 | 1,114,600 | | | 10/16/2024 | 10/13/2024 | — | — | — | 18,333 | 49.00 | 547,423 | | James R. Kasinger | | | 215,898 | — | — | — | — | — | | | 3/20/2024 | 3/14/2024 | — | — | 25,000 | — | — | 1,823,500 | | | 3/20/2024 | 3/14/2024 | — | — | — | 33,333 | 72.94 | 1,521,985 | | | 10/16/2024 | 10/13/2024 | — | — | 0 | 18,333 | 49.00 | 547,423 | | | 10/16/2024 | 9/12/2024 | — | — | 30,000(7) | — | — | 1,470,000 | | Naimish Patel, M.D. | | | 142,379 | — | — | — | — | — | | | 5/28/2024(9) | 5/16/2024 | — | — | 40,000 | — | — | 2,193,600 | | | 5/28/2024(9) | 5/16/2024 | — | — | — | 85,000 | 54.84 | 2,920,600 | | | 10/16/2024 | 10/13/2024 | — | — | — | 18,333 | 49.00 | 547,423 |

  32. Grants of Plan-Based Awards for Fiscal Year 2024

    (1) Awards of stock options and restricted stock units granted in March 2024 are reflective of, and were awarded based upon, the Company’s performance in 2023. Awards of stock options granted in October 2024 are reflective of, and were awarded based upon, the Company’s performance in 2024. Awards of stock options and restricted stock units granted in March 2025 are reflective of 2024 performance and will be reported in next year’s proxy statement in accordance with applicable SEC rules. See note 7 of this table for information regarding awards of restricted stock units granted in October 2024. (2) Represents the target amount of each NEO’s cash incentive payments under our 2024 annual cash incentive program as established by the Compensation Committee and described in “Executive Compensation—Compensation Discussion and Analysis” above. Actual payments made for 2024 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 notes to the “Outstanding Equity Awards at December 31, 2024” table below. (4) Options are subject to time-based vesting criteria established by the Compensation Committee and described in the notes to the “Outstanding Equity Awards at December 31, 2024” 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) 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 of Executive Leadership Team” above. (8) This award of restricted stock units was granted to Ms. Bruno in connection with her promotion to Chief Operating Officer in May 2024. (9) Awards of stock options and restricted stock units granted to Dr. Patel in May 2024 were awarded in connection with Dr. Patel’s employment pursuant to his employment agreement. Dr. Patel joined the Company as Chief Medical Officer on May 28, 2024.

  33. 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.

  34. 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. | 12/1/2017 | 100,000 | — | 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 | 142,000 | — | 44.67 | 3/10/2030 | — | — | — | — | | | 10/5/2020 | 47,333 | — | 86.75 | 10/5/2030 | — | — | — | — | | | 3/11/2021 | 93,750 | 6,250 | 133.88 | 3/11/2031 | — | — | — | — | | | 3/11/2021 | — | — | — | — | 9,000 | 354,240 | — | — | | | 10/15/2021 | 34,041 | 8,959 | 97.00 | 10/15/2031 | — | — | — | — | | | 2/18/2022 | 81,458 | 33,542 | 58.29 | 2/18/2032 | — | — | — | — | | | 2/18/2022 | — | — | — | — | 26,500 | 1,043,040 | — | — | | | 8/16/2022 | — | — | — | — | — | — | 150,000(3) | 5,904,000 | | | 8/16/2022 | — | — | — | — | 25,000(4) | 984,000 | — | — | | | 3/10/2023 | 82,250 | 105,750 | 43.22 | 3/10/2033 | — | — | — | — | | | 3/10/2023 | — | — | — | — | 57,750 | 2,273,040 | — | — | | | 10/13/2023 | 15,312 | 37,188 | 44.31 | 10/13/2033 | — | — | — | — | | | 10/13/2023 | — | — | — | — | 16,667(5) | 656,013 | — | — | | | 3/20/2024 | 19,687 | 85,313 | 72.94 | 3/20/2034 | — | — | — | — | | | 3/20/2024 | — | — | — | — | 78,750 | 3,099,600 | | | | | 10/16/2024 | 2,291 | 52,709 | 49.00 | 10/16/2034 | — | — | — | — | | | 10/16/2024 | — | — | — | — | 400,000 | 15,744,000 | | | | Raju Prasad, Ph.D. | 3/14/2023 | 43,750(6) | 56,250 | 45.15 | 3/14/2033 | — | — | — | — | | | 3/14/2023 | — | — | — | — | 30,000 | 1,180,800 | — | — | | | 10/13/2023 | 4,034 | 9,798 | 44.31 | 10/13/2033 | — | — | — | — | | | 3/20/2024 | 6,781 | 29,387 | 72.94 | 3/20/2034 | — | — | — | — | | | 3/20/2024 | — | — | — | — | 25,000 | 984,000 | — | — | | | 10/16/2024 | 763 | 17,570 | 49.00 | 10/16/2034 | — | — | — | — | | | 10/16/2024 | — | — | — | — | 15,000(7) | 590,400 | — | — | | Julianne Bruno, M.B.A. | 5/1/2019 | 10,000(6) | — | 38.82 | 5/1/2029 | — | — | — | — | | | 10/22/2019 | 2,200 | — | 39.00 | 10/22/2029 | — | — | — | — | | | 3/10/2020 | 3,105 | — | 44.67 | 3/10/2030 | — | — | — | — | | | 10/5/2020 | 1,800 | — | 86.75 | 10/5/2030 | — | — | — | — | | | 3/11/2021 | 4,424 | 295 | 133.88 | 3/11/2031 | — | — | — | — | | | 3/11/2021 | — | — | — | — | 435 | 17,122 | — | — | | | 10/15/2021 | 1,556 | 410 | 97.00 | 10/15/2031 | — | — | — | — | | | 2/18/2022 | 4,250 | 1,750 | 58.29 | 2/18/2032 | — | — | — | — | | | 2/18/2022 | — | — | — | — | 1,300 | 51,168 | — | — | | | 10/7/2022 | 2,166 | 1,834 | 61.65 | 10/7/2032 | — | — | — | — | | | 12/22/2022 | — | — | — | — | 8,500(8) | 334,560 | — | — | | | 3/10/2023 | 6,708 | 8,625 | 43.22 | 3/10/2033 | — | — | — | — | | | 3/10/2023 | — | — | — | — | 7,195 | 283,195 | — | — | | | 9/15/2023 | — | — | — | — | 20,000(9) | 787,200 | — | — | | | 10/13/2023 | 2,916 | 7,084 | 44.31 | 10/13/2023 | — | — | — | — |

  35. Outstanding Equity Awards at Fiscal Year End

    | | 3/20/2024 | 3,750 | 16,250 | 72.94 | 3/20/2034 | — | — | — | — | | | 3/20/2024 | — | — | — | — | 15,000 | 590,400 | — | — | | | 5/23/2024 | — | — | — | — | 20,000(10) | 787,200 | — | — | | | 10/16/2024 | 763 | 17,570 | 49.00 | 10/16/2034 | — | — | — | — | | 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 | 35,000 | — | 44.67 | 3/10/2030 | — | — | — | — | | | 10/5/2020 | 11,666 | — | 86.75 | 10/5/2030 | — | — | — | — | | | 3/11/2021 | 23,775 | 1,585 | 133.88 | 3/11/2031 | — | — | — | — | | | 3/11/2021 | — | — | — | — | 2,250 | 88,560 | — | — | | | 10/15/2021 | 8,550 | 2,250 | 97.00 | 10/15/2031 | — | — | — | — | | | 2/18/2022 | 24,225 | 9,975 | 58.29 | 2/18/2032 | — | — | — | — | | | 2/18/2022 | — | — | — | — | 7,650 | 301,104 | — | — | | | 8/16/2022 | — | — | — | — | 20,000(11) | 787,200 | — | — | | | 10/7/2022 | 7,583 | 6,417 | 61.65 | 10/7/2032 | — | — | — | — | | | 3/10/2023 | 17,500 | 22,500 | 43.22 | 3/10/2033 | — | — | — | — | | | 3/10/2023 | — | — | — | — | 16,500 | 649,440 | — | — | | | 10/13/2023 | 4,861 | 11,806 | 44.31 | 10/13/2033 | — | — | — | — | | | 10/13/2023 | — | — | — | — | 4,227(5) | 166,375 | — | — | | | 3/20/2024 | 6,249 | 27,084 | 72.94 | 3/20/2034 | — | — | — | — | | | 3/20/2024 | — | — | — | — | 25,000 | 984,000 | — | — | | | 10/16/2024 | 763 | 17,570 | 49.00 | 10/16/2034 | — | — | — | — | | | 10/16/2024 | — | — | — | — | 30,000(7) | 1,180,800 | — | — | | Naimish Patel, M.D. | 5/28/2024 | — | 85,000(6) | 54.84 | 5/28/2034 | — | — | — | — | | | 5/28/2024 | — | — | — | — | 40,000 | 1,574,400 | — | — | | | 10/16/2024 | 763 | 17,570 | 49.00 | 10/16/2034 | — | — | — | — |

  36. Outstanding Equity Awards at Fiscal Year End

    Unless otherwise specified below, each award vests in 48 equal monthly installments commencing upon the vesting commencement date, subject to continuous service through each such date. 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 the 2018 Stock Option and Incentive Plan, as amended. (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 $39.36, which was the fair market value of our common shares as of December 31, 2024, the last trading day of our common shares in 2024. (3) This performance stock unit award is subject to both time- and market-based vesting. 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 (i.e. August 16, 2025), subject to Dr. Kulkarni’s continued service to us or any of our subsidiaries through such vesting date. 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 August 16, 2025, 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. (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 equal annual 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 October 16, 2027. (8) This award of restricted stock units vests in one installment on June 22, 2025. (9) This award of restricted stock units vests in one installment on September 15, 2025. (10) This award of restricted stock units vests in one installment on May 23, 2026. This award of restricted stock units vests in one installment on February 16, 2025.

  37. Option Exercises and Stock Vested in Fiscal Year 2024

    Option Exercises and Stock Vested in Fiscal Year 2024 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 during the fiscal year ended December 31, 2024 by each of our NEOs.

  38. Option Exercises and Stock Vested in Fiscal Year 2024

    | | 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. | 143,333 | 6,400,669 | 49,833 | 3,690,406 | | Raju Prasad, Ph.D. | — | — | 10,000 | 720,100 | | Julianne Bruno, M.B.A. | — | — | 10,483 | 693,310 | | James R. Kasinger | — | — | 13,688 | 1,020,391 | | Naimish Patel, M.D. | — | — | — | — |

  39. Option Exercises and Stock Vested in Fiscal Year 2024

    (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 units is calculated by multiplying the number of shares of restricted stock units vested by the market price on the vest date.

  40. 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, 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.” Under the terms of the NEO Employment Agreements, each NEO is entitled to receive certain termination and/or 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 such NEO’s employment agreement), in either case, within stipulated periods after the triggering 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 assuming that one of the triggering events described under such NEO’s respective employment agreement occurred as of December 31, 2024.

  41. 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 | 746,235(1) | 746,235(1) | | Cash Incentive Bonus Payment | 522,365(2) | 522,365(2) | | Continued Equity Vesting—(Time-Based) | 10,608,386(3) | — | | Accelerated Equity Vesting—(Time-Based) | — | 27,105,933(4) | | Raju Prasad, Ph.D. | | | | Cash Severance Payment | 239,568(5) | 479,136(1) | | Cash Incentive Bonus Payment | 107,806(6) | 215,611(2) | | Continued Equity Vesting—(Time-Based) | 639,600(7) | — | | Accelerated Equity Vesting—(Time-Based) | — | 2,755,200(8) | | Julianne Bruno, M.B.A. | | | | Cash Severance Payment | 230,000(5) | 460,000(1) | | Cash Incentive Bonus Payment | 103,500(6) | 207,000(2) | | Continued Equity Vesting—(Time-Based) | 619,290(7) | — | | Accelerated Equity Vesting—(Time-Based) | — | 2,850,845(8) | | James R. Kasinger | | | | Cash Severance Payment | 239,887(5) | 479,774(1) | | Cash Incentive Bonus Payment | 107,949(6) | 215,898(2) | | Continued Equity Vesting—(Time-Based) | 1,488,792(7) | — | | Accelerated Equity Vesting—(Time-Based) | — | 4,157,479(8) | | Naimish Patel, M.D. | | | | Cash Severance Payment | 267,500(5) | 535,000(1) | | Cash Incentive Bonus Payment | 71,190(6) | 142,379(2) |

  42. Potential Payments on Termination or Change in Control

    | Continued Equity Vesting—(Time-Based) | 393,600(7) | — | | Accelerated Equity Vesting—(Time-Based) | — | 1,574,400(8) |

  43. Potential Payments on Termination or Change in Control

    Represents twelve months of the NEO’s base salary. (2) Represents one times (1x) the NEO’s target annual bonus opportunity. (3) Represents twelve months of vesting for unvested awards as of December 31, 2024 based on the market price of our common shares on December 31, 2024 of $39.36 and 75,000 shares of time-based and performance-based equity awards based on the market price of our common stock on December 31, 2024 of $39.36. See note 1 of “Outstanding Equity Awards at Fiscal Year End” above for additional details regarding this award. (4) Represents full vesting of time-based equity awards based on the market price of our common stock on December 31, 2024 of $39.36 and 75,000 shares of time-based and performance-based equity awards based on the market price of our common stock on December 31, 2024 of $39.36. See note 2 of “Outstanding Equity Awards at Fiscal Year End” above for additional details regarding this award. (5) Represents six months of the NEO’s base salary. (6) Represents 50% the NEO’s target annual bonus opportunity. (7) Represents six months of vesting for unvested awards as of December 31, 2024 based on the market price of our common shares on December 31, 2024 of $39.36. (8) Represents full vesting of time-based equity awards based on the market price of our common stock on December 31, 2024 of $39.36.

  44. 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 Chief Executive Officer. 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 and is being provided solely for compliance purposes.

  45. Pay Ratio Disclosure

    Pay Ratio Disclosure For 2024, our last completed fiscal year: • the total annual compensation of our median employee was $274,037 as determined in accordance with Item 402 of Regulation S-K; and • the total annual compensation of our Chief Executive Officer, 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 $33,175,626. Based on this information, for 2024, the ratio of the total annual compensation of Dr. Kulkarni, our Chief Executive Officer, to the total annual compensation of our median employee was approximately 121 to 1.

  46. 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” of this proxy statement. 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 and 2024 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, 2023 or 2024 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, 2024, 2023, 2022, 2021 and 2020.

  47. 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 ($) | | 2024 | 33,175,626 | 10,016,562 | 5,590,940 | 4,657,955 | 64.63 | 113.84 | (366,252) | 46.13 | | 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 |

  48. PAY VERSUS PERFORMANCE

    | 2020 | 9,105,256 | 76,943,907 | 3,190,258 | 22,262,442 | 251.39 | 125.69 | (348,865) | 140.34 |

  49. PAY VERSUS PERFORMANCE

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

  50. PAY VERSUS PERFORMANCE

    | Year | CEO/PEO | Non-PEO NEOs | | 2024 | Samarth Kulkarni, Ph.D. | Raju Prasad, Ph.D., Julianne Bruno, M.B.A., James R. Kasinger, Naimish Patel, M.D. | | 2023 | Samarth Kulkarni, Ph.D. | Raju Prasad, Ph.D., James R. Kasinger, Phuong Khanh Morrow, M.D. FACP, Rodger Novak, M.D., Brendan Smith | | 2022 | Samarth Kulkarni, Ph.D. | Brendan Smith, James R. Kasinger, Lawrence O. Klein, Ph.D., Phuong Khanh Morrow, M.D. FACP, Rodger Novak, M.D. | | 2021 | Samarth Kulkarni, Ph.D. | Brendan Smith, James R. Kasinger, Lawrence O. Klein, Ph.D., Tony W. Ho, M.D., Michael J. Tomsicek | | 2020 | Samarth Kulkarni, Ph.D. | Michael J. Tomsicek, James R. Kasinger, Lawrence O. Klein, Ph.D., Tony W. Ho, M.D. |

  51. PAY VERSUS PERFORMANCE

    (2) “Compensation Actually Paid” to the PEO reflects the following adjustments from total compensation reported in the “Summary Compensation Table”:

  52. PAY VERSUS PERFORMANCE

    | | | PEO | | | | | Adjustments to Determine Compensation “Actually Paid” for PEO ($) | 2024 | 2023 | 2022 | 2021 | 2020 | | Total Compensation per Summary Compensation Table | 33,175,626 | 12,322,196 | 20,734,359 | 17,037,015 | 9,105,256 | | Less: Stock and option award amounts per Summary Compensation Table | (31,780,625) | (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 | 21,536,794 | 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 | (13,273,053) | 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 fair value as of the vesting date | 539,154 | 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 | (181,334) | 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 | (23,159,064) | 12,486,692 | (19,006,642) | (44,405,699) | 67,838,651 | | Compensation Actually Paid | 10,016,562 | 24,808,888 | 1,727,717 | (27,368,684) | 76,943,907 |

  53. 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”:

  54. PAY VERSUS PERFORMANCE

    | | | Non-PEO NEOs | | | | | Adjustments to Determine Compensation “Actually Paid” for Non-PEO NEOs ($) | 2024 Average | 2023 Average | 2022 Average | 2021 Average | 2020 Average | | Total Compensation per Summary Compensation Table | 5,590,940 | 2,611,791 | 3,860,812 | 5,646,542 | 3,190,258 | | Less: Stock and option award amounts per Summary Compensation Table | (2,431,401) | (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 | 2,824,227 | 2,931,678 | 1,509,363 | 2,246,917 | 7,683,756 |

  55. PAY VERSUS PERFORMANCE

    | 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 | (1,443,164) | 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 fair value as of the vesting date | 121,865 | 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 | (4,512) | 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 | (932,985) | 2,189,027 | (1,764,827) | (8,458,116) | 19,072,184 | | Compensation Actually Paid | 4,657,955 | 4,800,818 | 2,095,985 | (2,811,574) | 22,262,442 |

  56. 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, 2023 and 2024: 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.

  57. 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 $50,000 ($65,000 for the chair 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 chair); • 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 chair); • 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 chair); • the lead independent director will receive an additional annual cash fee of $15,000; • 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. 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 2024 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—.”

  58. Director Compensation Table

    Director Compensation Table The following table sets forth a summary of the compensation for our non-employee directors during 2024.

  59. Director Compensation Table

    | Board Member (1)(2) | Fees Earned or Paid in Cash ($)(2) | Option Awards ($)(3) | All Other Compensation ($) | Total | | Ali Behbahani, M.D. (4) | 60,426 | 409,680 | — | 470,106 | | Maria Fardis, Ph.D. (5) | 57,926 | 409,680 | — | 467,606 | | H. Edward Fleming, Jr., M.D. (6) | 55,426 | 409,680 | — | 465,106 | | Simeon J. George, M.D. (7) | 62,926 | 409,680 | — | 472,606 | | John T. Greene (8) | 75,426 | 409,680 | — | 485,106 | | Katherine A. High, M.D. (9) | 52,926 | 409,680 | — | 462,606 | | Sandesh Mahatme, LL.M. (10) | 35,110 | 409,680 | 16,593(11) | 461,383 | | Christian Rommel, Ph.D. (12) | 29,258 | 862,940 | — | 892,198 | | Douglas A. Treco, Ph.D. (13) | 91,167 | 409,680 | — | 500,847 |

  60. 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. The compensation received by Dr. Kulkarni, as a NEO of our Company, is presented in “Executive Compensation—NEO Compensation Tables—Summary Compensation Table—2024.” 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, 2024. Each director was eligible to receive compensation in accordance with the non-employee director compensation policy described above during the year 2024. These amounts represent the aggregate grant date fair value of awards granted to our directors in 2024, 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, 2024 regarding assumptions underlying the valuation of equity awards. (4) As of December 31, 2024, Dr. Behbahani held options to purchase 133,667 shares of our common stock. (5) As of December 31, 2024, Dr. Fardis held options to purchase 41,667 shares of our common stock. (6) As of December 31, 2024, Dr. Fleming held options to purchase 48,667 shares of our common stock. (7) As of December 31, 2024, Dr. George held options to purchase 133,667 shares of our common stock. (8) As of December 31, 2024, Mr. Greene held options to purchase 98,667 shares of our common stock. (9) As of December 31, 2024, Dr. High held options to purchase 88,667 shares of our common stock. (10) As of December 31, 2024, Mr. Mahatme held options to purchase 18,778 shares of our common stock. (11) Prior to his election to the Board of Directors, Mr. Mahatme provided consulting services to us. The amount reported in this column represents consulting fees earned by Mr. Mahatme for his consulting services provided during fiscal year 2024. We terminated the consulting arrangement with Mr. Mahatme upon his election to the Board of Directors. (12) As of December 31, 2024, Dr. Rommel held options to purchase 5,778 shares of our common stock. As of December 31, 2024, Dr. Treco held options to purchase 73,667 shares of our common stock.