DEF 14A of Beam Therapeutics Inc., Apr 17, 2026

DEF 14A of Beam Therapeutics Inc.

Filed Apr 17, 2026 · FY20250001193125-26-161512

Open on EDGAR

  1. Director Biographies

    Director Biographies Information concerning our directors is set forth below. The biographical description of each director includes the specific experience, qualifications, attributes and skills that led to our Board’s conclusion at the time of filing this proxy statement that each person listed below should serve as a director.

  2. Class III Director Nominees

    Class III Director Nominees John Evans has served as our Chief Executive Officer and as a member of our board of directors since January 2017. Mr. Evans has significant experience as a company builder, dealmaker, and drug developer in the biotechnology industry. Mr. Evans previously served as a Venture Partner with ARCH Venture Partners from April 2017 to March 2021, and as a member of the board of directors of Verve Therapeutics from August 2018 to August 2022 and of Prime Medicines Inc. from September 2019 to September 2022. Mr. Evans was previously an early employee and member of the leadership team at Agios Pharmaceuticals, from September 2009 until April 2017, most recently serving as Senior Vice President for Corporate Development and Portfolio Leadership. Prior to joining Agios, Mr. Evans worked at Infinity Pharmaceuticals, McKinsey & Company’s pharmaceuticals practice and MedImmune. Mr. Evans holds an MBA in Healthcare Management from Wharton, a M.S. in Biotechnology from the University of Pennsylvania, and a B.A. in English with distinction from Yale University. We believe that Mr. Evans is qualified to serve on our board of directors based on his extensive experience in the pharmaceutical industry and his expansive knowledge of our company based on his role as Chief Executive Officer. John Maraganore, Ph.D., has served on our board of directors since November 2021. He is the CEO and Principal of JMM Innovations, LLC and the Co-CEO of Corsera Health, a biotechnology company. He was previously the founding CEO and a director of Alnylam Pharmaceuticals ("Alnylam") from 2002 to 2021, where he built and led the company from early platform research on RNA interference through global approval and commercialization of the first three RNAi medicines including ONPATTRO®, GIVLAARI®, and OXLUMO®. Prior to Alnylam, Dr. Maraganore served as an officer and a member of the management team for Millennium Pharmaceuticals, Inc. ("Millennium"), most recently as senior vice president, strategic product development where he was responsible for the company’s product franchises in oncology, and cardiovascular, inflammatory, and metabolic diseases. Before Millennium, he served as director of molecular biology and director of market and business development at Biogen, Inc. ("Biogen"). At Biogen, Dr. Maraganore invented and led the discovery and development of ANGIOMAX® (bivalirudin) for injection, formerly HIRULOG™ and currently marketed by The Medicines Company. Prior to Biogen, Dr. Maraganore was a scientist at ZymoGenetics, Inc., and the Upjohn Company. Dr. Maraganore received his M.S. and Ph.D. in biochemistry and molecular biology at the University of Chicago. He is a member of the board of directors of Kymera Therapeutics, Takeda Pharmaceuticals, and Rapport Therapeutics, as well as a number of private companies. He is also a member of the board of the Biotechnology Innovation Organization (BIO), where he was Chair from 2017-2019. In addition, he serves in advisory roles for a number of investment and banking firms, including Arch Ventures, Atlas Ventures, Blackstone Life Sciences, Jefferies Financial Services, and RTW Investments. We believe that Dr. Maraganore's significant experience in executive roles in the biotechnology industry qualifies him to serve on our board of directors. Christi Shaw has served on our board of directors since December 2023. Since January 2026, Ms. Shaw has served as the Executive Chairperson of Kyverna Therapeutics, Inc., a biotechnology company. Previously, Ms. Shaw served as the Chief Executive Officer of Kite, a Gilead company, specializing in the development of cancer immunotherapies from August 2019 to March 2023. From April 2017 to August 2019, Ms. Shaw served as Senior Vice President of Eli Lilly Company, a global healthcare company, and President of Lilly Bio-Medicines, the business within Eli Lilly Company that comprises neuroscience and immunology. From 2014 to 2016, Ms. Shaw served as U.S. country head and President of Novartis Pharmaceutical Corporation, a global healthcare company, and from 2010 to 2014 as North American region head of Novartis Oncology. Prior to 2010, Ms. Shaw held several leadership positions at Johnson & Johnson, Inc. Ms. Shaw previously served as a director of Avantor, Inc. Ms. Shaw is also the co-founder of the More Moments More Memories Foundation to assist people with cancer and their caregivers. Ms. Shaw holds a B.B.A. in Marketing from Iowa State University and an M.B.A. from the University of Wisconsin. We believe that Ms. Shaw is qualified to serve on our board of directors due to her significant experience in senior leadership in the biotechnology industry.

  3. Current Directors Not Standing for Election at the Annual Meeting

    Current Directors Not Standing for Election at the Annual Meeting Graham Cooper has served as a member of our board of directors since October 2019. Since December 2025, Mr. Cooper has been the Chief Financial Officer and Chief Operating Officer of Tavo Biotherapeutics, Inc., having previously served as its Chief Financial Officer since December 2024. From March 2018 until April 2019, Mr. Cooper served as the Chief Operating Officer and Chief Financial Officer of Assembly Biosciences, Inc. Mr. Cooper previously served as the Chief Financial Officer of Receptos, Inc., from February 2013 until its acquisition by Celgene in August 2015 and Chief Financial Officer of Geron Corporation from January 2012 to December 2012. From May 2006 until March 2011, Mr. Cooper served as Chief Financial Officer of Orexigen Therapeutics, Inc. Prior to that, Mr. Cooper held roles of increasing responsibility at Deutsche Bank Securities, an investment bank, from August 1997 to February 2006, including Director, Health Care Investment Banking. He began his career as an accountant at Deloitte & Touche and was previously a C.P.A. Mr. Cooper currently serves as chairman of the board of directors of Kezar Life Sciences, Inc. Mr. Cooper received a B.A. in Economics from the University of California at Berkeley and an M.B.A. from the Stanford Graduate School of Business. We believe that Mr. Cooper is qualified to serve on our board of directors due to his significant financial and accounting experience in the life sciences industry. Mark C. Fishman, M.D., has served on our board of directors since May 2018. Dr. Fishman is a Professor in the Harvard Department of Stem Cell and Regenerative Biology and Chief of the Pathways Clinical Service at Massachusetts General Hospital. In February 2019, he became a Co-Founding Partner of Aditum Bio Fund and Chairman of its Scientific and Medical Advisory Board. From 2002 through 2016, Dr. Fishman was the founding President of the Novartis Institutes for BioMedical Research (NIBR), a member of the Executive Committee of Novartis, AG, and served on the board of directors of Novartis International Pharmaceutical LTD and Chaired the board of directors of the Genomics Institute of the Novartis Research Foundation. Prior to his time at NIBR, he was the Founding Director of the Cardiovascular Research Center and Chief of Cardiology at Massachusetts General Hospital. Dr. Fishman also served as the Chairman of the board of directors of privately held Semma Therapeutics from 2016 until its sale to Vertex. He currently serves on the board of directors of the privately held companies EmbarkNeuro and Versanis Bio. He also serves as a consultant to and Scientific Advisory Board member of several other privately held biotechnology companies. Dr. Fishman graduated from Yale College and Harvard Medical School and trained in medicine and cardiology at Massachusetts General Hospital. We believe that Dr. Fishman’s experience studying genetics and regenerative medicine makes him qualified to serve on our board of directors. Chirfi Guindo has served on our board of directors since December 2024. Mr. Guindo has also served as the Chief Marketing Officer for Merck & Co., Inc. since July 2022. He is responsible for leading the development and implementation of Merck & Co.’s long-term strategy for the Human Health portfolio spanning oncology, vaccines, pharmaceutical and pipeline products. Prior to this role, Mr. Guindo served as the Executive Vice President of Global Product Strategy and Commercialization for Biogen Inc. from November 2018 to June 2022. Mr. Guindo graduated from Ecole Central de Paris (France) with a degree in engineering and has a master’s of business administration from New York University’s Stern School of Business. We believe that Mr. Guindo's extensive experience in executive roles in the biotechnology industry qualifies him to serve on our board of directors. Kathleen E. Walsh has served on our board of directors since January 2021. Ms. Walsh has served as Secretary of the Massachusetts Executive Office of Health and Human Services since January 2023. Prior to her appointment as Secretary, Ms. Walsh served as President and Chief Executive Officer of Boston Medical Center since March 2010, and as Executive Vice President and Chief Operating Officer of Brigham and Women’s Hospital from 2005 to 2010. Prior to that, she served as the Chief Operating Officer for Novartis Institutes for Biomedical Research and at Massachusetts General Hospital in positions including Senior Vice President of Medical Services and at the MGH Cancer Center. Prior to that, she held hospital administrator positions in a number of New York City hospitals including Montefiore, Columbia Presbyterian Medical Center, Saint Luke’s—Roosevelt Hospital Center and the New York City Health and Hospitals Corporation. Ms. Walsh is a member of the Boston Public Health Commission, the Massachusetts Hospital Association, Yale University, the Association of American Medical Colleges and the Pine Street Inn. Ms. Walsh served as a director of Navigant Consulting, Inc., a management consultancy firm, from 2017 to 2020, and served on its Audit Committee; WellCare Health Plans, Inc., a health insurance company, from 2017 to 2020, and served on its Audit Committee and IT Committee. Ms. Walsh holds a B.A. and Master of Public Health from Yale University. We believe that Ms. Walsh is qualified to serve on our board of directors based on her extensive experience in the health care industry.

  4. Compensation Program Overview

    | Long-Term Equity Incentives | To motivate and retain executives to achieve multi-year strategic goals while aligning their interests with those of stockholders through long-term incentives linked to value creation. | Long-term variable compensation incentive in the form of stock options and restricted stock units (“RSUs”). |

  5. Compensation Program Overview

    | | What We Do | | What We Don’t Do | | ☑ | Align compensation with performance | ☒ | Guarantee salary increases, bonuses, or equity awards | | ☑ | Compensate primarily through variable, at-risk incentive pay | ☒ | Provide excessive severance payments | | ☑ | Set challenging corporate performance goals | ☒ | Provide excessive perquisites | | ☑ | Consult with an independent compensation advisor on compensation levels and practices | ☒ | Provide tax gross-up payments for any change-in-control payments | | ☑ | Maintain a compensation committee with independent directors | ☒ | Stock option re-pricings without shareholder approval | | ☑ | Use an industry-specific peer group tailored to current market capitalization and stage of development and verifiable market data to determine competitive pay | ☒ | Supplemental executive retirement plans | | ☑ | Set challenging short- and long-term incentive program goals | | | | ☑ | Responsibly use shares under our long-term incentive program | | | | ☑ | Grant equity awards with meaningful vesting periods | | | | ☑ | Maintain an executive compensation clawback policy | | | | ☑ | Provide market-competitive benefits for executives which are consistent with the rest of our employees | | | | ☑ | Maintain robust anti-hedging and anti-pledging policies | | |

  6. Use of Independent Compensation Consultant

    Use of Independent Compensation Consultant Our compensation committee is authorized to retain the services of one or more compensation consultants in connection with the establishment of our executive compensation programs and related policies. For 2025, our compensation committee engaged Pay Governance LLC (“Pay Governance”) as its independent compensation consultant to advise on executive compensation matters, including overall compensation program design, peer group development and updates, and collecting market data to inform our compensation programs for our executives and members of our Board. We develop our compensation programs after reviewing publicly available compensation data, and we also subscribe to various global annual and specialized life sciences and general industry surveys on an ongoing basis. Our compensation committee has the authority to select, retain and terminate our compensation consultants, as well as to approve any fees, terms or other conditions of their service. Compensation consultants regularly attend meetings of our compensation committee and report directly to our compensation committee and not to management. When directed to do so by our compensation committee, our compensation consultants also work collaboratively with Company management, including our CEO and CHRO, to develop analyses and proposals for presentations to our compensation committee. Our compensation committee reviews the performance of our independent consultants on an annual basis and determines whether to continue the engagement. Our compensation committee has assessed the independence of Pay Governance consistent with SEC rules and Nasdaq listing standards and has concluded that the engagement of Pay Governance did not raise any conflicts of interest that would prevent this consultant from independently advising our compensation committee.

  7. Compensation-Setting Factors

    Compensation-Setting Factors Our compensation committee considers the factors outlined below when determining and approving both target and actual compensation for our NEOs: • our performance against the annual corporate goals established by our compensation committee in consultation with our CEO and CHRO; • each NEO’s skills, experience and qualifications relative to other similarly-situated executives at the companies in our compensation peer group; • the scope of each NEO’s role compared to other similarly-situated executives at the companies in our compensation peer group; • the performance of each NEO, based on an assessment of his or her contributions to our overall performance, ability to lead his or her department and work as part of a team, all of which reflect our values; • compensation parity among our executive officers; • our retention goals; • the compensation practices of companies within our compensation peer group; • the results of our stockholders' advisory "say-on-pay" votes; and • our CEO’s and CHRO's recommendations with respect to the compensation of our other executive officers. These factors provide the framework for compensation decisions for each of our NEOs. Our compensation committee does not assign relative weights or rankings to these factors and does not consider any single factor as determinative when making compensation decisions for our executive officers. Rather, our compensation committee believes it is best to rely on their own knowledge of our business and industry and therefore they use judgment in assessing each of these factors and making compensation decisions.

  8. Use of a Peer Group

    Use of a Peer Group Our compensation committee approves a peer group of companies as a reference to provide a broad perspective on competitive pay levels and practices within our industry. The peers are reviewed on an annual basis in light of the fast-moving changes in our business and our industry. We undertake this review with the assistance and recommendations of our compensation consultant. In September 2024, our compensation committee approved a peer group for use in making 2025 compensation decisions. Our compensation committee used the following guidelines in determining the appropriate peers: • companies whose industry, therapeutic focus, number of employees, stage of development and market capitalization are similar, though not necessarily identical, to ours; • companies against which we believe that we compete with for executive talent; and • public companies based in the United States whose compensation and financial data are available in proxy statements or through widely available compensation surveys. Our peer group for 2025 was comprised of the following companies:

  9. Use of a Peer Group

    | Agios Pharmaceuticals, Inc. | CRISPR Therapeutics AG | Iovance Biotherapeutics, Inc. | | Apellis Pharmaceuticals, Inc. | Denali Therapeutics Inc. | Prime Medicine, Inc. | | Arcellx, Inc. | Editas Medicine, Inc. | Rocket Pharmaceuticals, Inc. | | Arrowhead Pharmaceuticals, Inc. | ImmunityBio, Inc. | Sana Biotechnology, Inc. | | Blueprint Medicines Corporation | Intellia Therapeutics, Inc. | Verve Therapeutics, Inc. | | BridgeBio Pharma Inc. | | |

  10. Use of a Peer Group

    We set target cash and equity compensation after reviewing the compensation paid to executives within our compensation peer group and considering other market information. We target cash and equity compensation for our executives to be aligned with executives in our compensation peer group; however, our own performance and the individual performance of our executive officers informs decisions on compensation. In setting actual compensation levels, our compensation committee considers the executive’s experience, performance levels, existing equity holdings and market factors as deemed appropriate.

  11. Annual Performance-Based Cash Bonuses

    Annual Performance-Based Cash Bonuses Our Board has adopted a cash incentive plan that provides for cash bonus payments to eligible executives based upon the attainment of corporate performance goals established by our compensation committee for the company prior to or during the first quarter of the applicable fiscal year. We believe this bonus plan provides incentives that motivate and reward achievement of performance goals that directly correlate to enhancement of stockholder value, consistent with our compensation philosophy. Each executive officer who is selected to participate in the cash incentive plan has a target award opportunity set for each performance period. We do not establish threshold or maximum payments under our bonus plan, as our compensation committee believes it is appropriate to retain discretion in determining bonus amounts. Our performance goals vary from year to year. For 2025, these included: • clinical goals to advance key programs toward patient dosing, positive clinical trial results and regulatory clearance; • research goals to advance numerous programs in our early-stage pipeline; • manufacturing goals to ensure efficient patient supply of investigational drug product; • commercial goals for organizational build, regulatory filing readiness, and go-to-market strategies; • organizational goals to attract and retain high performing talent; and • financial goals to extend our cash runway and manage our operating expenses. Our compensation committee and our Board review our achievement of the performance goals in their totality, considering our overall performance for the year, and come to a general, subjective conclusion as to whether the performance goals were met, and whether there were any other extraordinary factors that should be considered in determining the amount of bonus earned for the year. Our compensation committee and our Board believe that maintaining discretion to evaluate corporate performance at the close of the year based on the totality of the circumstances, and the discretion to award or fail to award bonus compensation without reliance on rote calculations under set formulas is appropriate in responsibly discharging their duties. Based on our strong corporate performance in 2025 in relation to our goals, our compensation committee determined that all of our employees, including our NEOs, would receive bonuses in the amount of 135% of their targets. The cash incentive plan payments for each of our NEOs for 2025 were as shown in the table below.

  12. Annual Performance-Based Cash Bonuses

    | Name | Target Award (% of Base Salary) | 2025 Target Cash Incentive Payment ($) | 2025 Actual Cash Incentive Payment ($) | | John Evans | 65% | 490,750 | 662,513 | | Giuseppe Ciaramella, Ph.D. | 55% | 367,400 | 495,990 | | Sravan K. Emany | 50% | 287,500 | 388,125 | | Christine Bellon, Ph.D. | 45% | 229,725 | 310,129 | | Amy Simon, M.D. | 45% | 247,500 | 334,125 |

  13. Long-Term Equity Incentives

    Long-Term Equity Incentives We believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help align the interests of our executives and our stockholders. In addition, we believe that equity grants with a time-based vesting feature promote executive retention. We use stock options and RSUs to compensate our executive officers in the form of initial grants in connection with the commencement of employment and on an annual basis as our executive officers continue their employment. We generally grant a combination of stock options and RSUs at a fixed ratio of two option shares for each RSU. Our compensation committee structured the mix of equity vehicles and the relative weight assigned to each type of award to motivate stock price appreciation over the long term through stock options, which deliver value only if the stock price increases, and to ensure some amount of value delivery through the RSUs, which are complementary because they have upside potential but deliver some value even during periods of stock price or market underperformance, while also reinforcing an ownership culture and commitment to us. In deciding to incorporate RSUs into our equity incentive compensation program, our compensation committee considered a host of factors, including annual long-term incentive values, annual equity awards expressed as a percent of total shares outstanding, total annual and cumulative dilution, the retentive value of outstanding awards, total equity ownership and the equity compensation practices of other companies in our industry that compete with us for talent. In determining the size of the equity awards granted to our NEOs, our compensation committee, with assistance from our compensation consultant, considers our company performance, individual performance, the potential for enhancing the creation of value for our stockholders, our broader organizational equity needs and overall dilution, as well as industry and peer group practices. We evaluate our equity award program on an annual basis to ensure that it appropriately links to our long-term performance by aligning the interests of our executives and our stockholders, remains competitive with industry and peer practices and is consistent with our overall equity needs and dilution levels. In 2025, our compensation committee approved the grant of stock options and RSUs to our NEOs in the amounts set forth in the table below.

  14. Long-Term Equity Incentives

    | Name | Option Award (# shares) | RSU Award (# shares) | Grant Date Fair Value of Option and RSU Awards ($)(1) | | John Evans(2) | 155,000 | 77,500 | 4,390,329 | | Giuseppe Ciaramella, Ph.D.(2) | 70,000 | 35,000 | 1,982,729 | | Sravan K. Emany(3) | — | — | — | | Christine Bellon, Ph.D.(2) | 40,000 | 20,000 | 1,132,988 | | Amy Simon, M.D.(4) | 55,000 | 40,000 | 1,904,359 |

  15. Long-Term Equity Incentives

    (1) These amounts represent the aggregate grant date fair value of option awards and RSU awards, computed in accordance with the rules of the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”), excluding the effect of estimated forfeitures. The assumptions used to value the awards granted for this purpose are set forth in Note 12, Stock option and grant plan, to our audited financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (2) Consists of stock option awards granted in January 2025 and RSU awards granted in March 2025. (3) Mr. Emany did not receive any equity awards in 2025 because he commenced employment with us in December 2024. (4) Consists of stock option awards granted in January 2025 and RSU awards granted in March 2025 and December 2025.

  16. Severance and Change in Control Benefits

    Severance and Change in Control Benefits As discussed under “Executive Compensation” below, we offer our executives severance benefits in connection with certain termination events, as well as benefits in connection with change-in-control situations, as we believe such compensation protections are appropriate in light of similar benefits available to executive officers at companies in our compensation peer group. We believe that reasonable and competitive change-in-control payments and benefits are an important part of an executive compensation program to attract and retain senior executives. We also believe such payments and benefits are in the best interests of our stockholders because they incentivize senior executives to achieve stockholder value in connection with change-in-control situations, particularly where the possibility of a change-in-control and the related uncertainty may otherwise lead to the departure or distraction of senior executives to the detriment of our company and our stockholders.

  17. Compensation Risk Assessment

    Compensation Risk Assessment Our compensation committee believes that our executive compensation program does not encourage excessive or unnecessary risk taking and, as a result, does not believe that our compensation programs are reasonably likely to have a material adverse effect on us. In reaching these conclusions, our compensation committee considered various factors, including the following: • We offer executives a competitive base salary, which we believe mitigates risk-taking behavior by providing reasonable predictability in the base level of income earned by each executive and alleviating pressure on executives to focus solely on our near-term stock price performance or annual bonus awards to the detriment of building long-term stockholder value. • We use a mixture of compensation elements intended to be competitive with those offered to similarly-situated executives at comparable companies within our industry, with significant weighting towards long-term incentive compensation, which has retention value and discourages short-term risk taking. Our performance goals for our annual cash bonus awards reflect a balanced mix of performance objectives, to avoid excessive weight on any one goal or performance measure and are intended to be challenging yet attainable, which mitigates the potential that our executives will take excessive risks. To minimize the risk of certain transactions related to our securities, our insider trading policy prohibits all of our employees, including our executive officers, and our directors from engaging in speculative transactions in our stock, including hedging or similar arrangements, put or call options, short sales, pledges and margin purchases related to our stock.

  18. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation provided to our NEOs for the fiscal years ended December 31, 2025, December 31, 2024 and December 31, 2023, respectively.

  19. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensati-on(4) ($) | All Other Compensatio-n(5) ($) | Total ($) | | John Evans | 2025 | 755,000 | — | 1,513,575 | 2,876,754 | 662,513 | 10,684 | 5,818,525 | | CEO | 2024 | 715,750 | — | 2,560,600 | 2,615,021 | 515,340 | 2,920 | 6,409,631 | | | 2023 | 685,000 | — | 1,722,375 | 3,423,499 | 431,550 | 17,675 | 6,280,099 | | Giuseppe Ciaramella, Ph.D. | 2025 | 668,000 | — | 683,550 | 1,299,179 | 495,990 | 13,560 | 3,160,279 | | President | 2024 | 642,500 | — | 1,156,400 | 1,180,977 | 385,500 | 13,270 | 3,378,647 | | | 2023 | 615,000 | — | 612,400 | 1,217,244 | 322,875 | 17,675 | 2,785,194 | | Sravan K. Emany | 2025 | 575,000 | 325,000 | — | — | 388,125 | 8,403 | 1,296,528 | | CFO | 2024 | 19,904 | — | 1,984,000 | 2,814,352 | — | 50 | 4,818,306 | | Christine Bellon, Ph.D. | 2025 | 510,500 | — | 390,600 | 742,388 | 310,129 | 13,560 | 1,967,177 | | CLO | 2024 | 491,000 | — | 908,600 | 927,911 | 235,680 | 18,270 | 2,581,460 | | | 2023 | 470,000 | — | 535,850 | 1,065,089 | 197,400 | 12,675 | 2,281,014 | | Amy Simon, M.D. | 2025 | 550,000 | — | 883,575 | 1,020,784 | 334,125 | 13,560 | 2,802,044 | | CMO | 2024 | 517,500 | — | 908,600 | 927,911 | 248,400 | 13,270 | 2,615,681 | | | 2023 | 495,000 | — | 612,400 | 1,217,244 | 207,900 | 12,675 | 2,545,219 |

  20. Summary Compensation Table

    (1) Consists of a signing bonus paid to Mr. Emany in January 2025. (2) The amounts reflect the grant date fair value of RSUs granted during the applicable year, computed in accordance with FASB ASC 718, excluding the effect of estimated forfeitures. The assumptions used to value the RSUs granted in 2025 for this purpose are set forth in Note 12, Stock option and grant plan, to our audited financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (3) The amounts reported in this column represent the aggregate grant date fair value of options to purchase shares of our common stock granted during the applicable fiscal year, computed in accordance with FASB ASC 718, excluding the effect of estimated forfeitures. The assumptions used to value the options granted in fiscal years 2023, 2024 and 2025 for this purpose are set forth in Note 12, Stock option and grant plan, to our audited financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (4) Amounts shown represent each NEO’s annual bonus earned under the Beam Therapeutics Inc. 2019 Cash Incentive Plan based on the attainment of corporate performance goals. (5) The amount reported for Mr. Evans for fiscal year 2025 consists of 401(k) matching contributions ($7,624), commuting benefits ($1,860) and a cell phone allowance ($1,200). The amount reported for Dr. Ciaramella for fiscal year 2025 consists of 401(k) matching contributions ($10,500), commuting benefits ($1,860) and a cell phone allowance ($1,200). The amount reported for Mr. Emany for fiscal year 2025 consists of 401(k) matching contributions ($7,203) and a cell phone allowance ($1,200). The amount reported for Dr. Bellon for fiscal year 2025 consists of 401(k) matching contributions ($10,500), commuting benefits ($1,860) and a cell phone allowance ($1,200). The amount reported for Dr. Simon for fiscal year 2025 consists of 401(k) matching contributions ($10,500), commuting benefits ($1,860) and a cell phone allowance ($1,200).

  21. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the ratio of the annual total compensation of the individual identified as our paid median employee to the annual total compensation of our principal executive officer. The paragraphs that follow describe our methodology and the resulting pay ratio. We identified a median employee using our employee population as of December 31, 2025 based on base pay during 2025 and target cash bonus during 2025. We did not make any cost-of-living adjustments or adjustments for part-time employees to calculate what they would have been paid on a full-time basis, nor did we annualize compensation. Once the median employee was identified, we calculated the median employee’s annual total compensation in the same method used to calculate and report our principal executive officer's compensation. The total compensation for 2025 for our median employee, identified as discussed above, was $264,185. Our principal executive officer’s compensation as reported in the Summary Compensation Table was $5,818,525. Therefore, our pay ratio is approximately 22 to one. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation 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. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  22. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table shows information regarding grants of plan-based awards to our NEOs during the fiscal year ended December 31, 2025.

  23. Grants of Plan-Based Awards

    | Name | Grant Date | Date of Committee Approval | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards(2) ($) | Grant Date Fair Value of Stock and Option Awards(3) ($) | | | | | Target ($) | | | | | | John Evans | — | — | 490,750 | — | — | — | — | | | 1/31/2025 | 11/25/2024 | — | — | 155,000 | 25.92 | 2,876,754 | | | 3/31/2025 | 11/25/2024 | — | 77,500 | — | — | 1,513,575 | | Sravan K. Emany | — | — | — | — | — | — | — | | Giuseppe Ciaramella, Ph.D. | — | — | 367,400 | — | — | — | — | | | 1/31/2025 | 11/25/2024 | — | — | 70,000 | 25.92 | 1,299,179 | | | 3/31/2025 | 11/25/2024 | — | 35,000 | — | — | 683,550 | | Christine Bellon, Ph.D. | — | — | 229,725 | — | — | — | — | | | 1/31/2025 | 11/25/2024 | | — | 40,000 | 25.92 | 742,388 | | | 3/31/2025 | 11/25/2024 | | 20,000 | — | — | 390,600 | | Amy Simon, M.D. | — | — | 247,500 | — | — | — | — | | | 1/31/2025 | 11/25/2024 | — | — | 55,000 | 25.92 | 1,020,784 | | | 3/31/2025 | 11/25/2024 | — | 27,500 | — | — | 537,075 | | | 12/31/2025 | 12/9/2025 | — | 12,500 | — | — | 346,500 |

  24. Grants of Plan-Based Awards

    (1) Amounts shown in the “Target ($)” column reflect the target amount payable to each NEO under our annual cash incentive program as described under “Compensation Discussion and Analysis—Annual Performance-Based Cash Bonuses” above. Actual payments made for 2025 are provided in the “Summary Compensation Table” above. As there are no threshold amounts and no maximum amounts with respect to these performance-based cash payments, the columns “Threshold ($)” and “Maximum ($)” are inapplicable and therefore have been omitted from this table. Each award was made pursuant to our 2019 Cash Bonus Plan. The exercise price of these stock options is equal to the per share closing price of our common stock as reported on the Nasdaq Global Select Market on the grant date. These amounts represent the aggregate grant date fair value of awards in 2025, computed in accordance with FASB ASC 718, excluding the effect of estimated forfeitures. The assumptions used to value the awards granted for this purpose are set forth in Note 12, Stock option and grant plan, to our audited financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Each award was made pursuant to our 2019 Equity Incentive Plan.

  25. Options Exercised and Stock Vested

    Options Exercised and Stock Vested The following table sets forth, for each of our NEOs, information with respect to the exercise of stock options or vesting of stock awards during the fiscal year ended December 31, 2025.

  26. Options Exercised and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting(2) (#) | Value Realized on Vesting(3) ($) | | John Evans | 80,000 | 1,977,207 | 64,844 | 1,266,403 | | Giuseppe Ciaramella, Ph.D. | — | — | 23,750 | 463,838 | | Sravan K. Emany | — | — | 20,000 | 554,400 | | Christine Bellon, Ph.D. | 10,000 | 267,800 | 23,542 | 499,828 | | Amy Simon, M.D. | — | — | 31,813 | 618,158 |

  27. Options Exercised and Stock Vested

    (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 per share closing price of our common stock on the Nasdaq Global Select Market on each day of exercise. (2) Represents RSUs that vested during fiscal year 2025. (3) The value realized upon vesting of restricted stock is calculated by multiplying the number of shares of restricted stock vested by the per share closing price of our common stock on the Nasdaq Global Select Market on the applicable vest date.

  28. Estimated Payment and Benefits Upon Termination or Change in Control

    Estimated Payment and Benefits Upon Termination or Change in Control The amount of compensation and benefits payable to each NEO who was employed on December 31, 2025 under their current employment agreements in various termination and change in control situations has been estimated in the table below. The value of the equity award vesting acceleration was calculated based on the assumption that the change in control and the NEO’s employment termination occurred on December 31, 2025. The per share closing price of our stock on the Nasdaq Global Select Market as of December 31, 2025 was $27.72, which was used as the value of a share of our stock for the calculations below. The value of the option vesting acceleration was calculated by multiplying the number of unvested shares underlying stock options subject to vesting acceleration as of December 31, 2025 by the difference between the per share closing price of our common stock as reported on the Nasdaq Global Select Market on December 31, 2025 and the exercise price for such unvested stock options. The value of the RSU vesting acceleration was calculated by multiplying the number of unvested RSUs subject to vesting acceleration as of December 31, 2025 by the per share closing price of our common stock as reported on the Nasdaq Global Select Market on December 31, 2025.

  29. Estimated Payment and Benefits Upon Termination or Change in Control

    | Name/Triggering Event | Cash Severance ($) | Bonus Payment ($) | Health Care Continuation ($) | Value of Equity Acceleration ($)(1) | Total ($) | | John Evans | | | | | | | Qualifying Termination(2) | 755,000(3) | 490,750(4) | 35,339(5) | 2,052,147(6) | 3,333,237 | | Change in Control | — | — | — | 3,459,117(7) | 3,459,117 | | Change in Control with a Qualifying Termination(2) | 1,132,500(8) | 736,125(9) | 53,009(10) | 5,412,064(11) | 7,333,698 | | Giuseppe Ciaramella, Ph.D. | | | | | | | Qualifying Termination(2) | 668,000(3) | 367,400(4) | 35,339(5) | 817,250(6) | 1,887,989 | | Change in Control | — | — | — | 762,360(12) | 762,360 | | Change in Control with a Qualifying Termination(2) | 668,000(3) | 367,400(4) | 35,339(5) | 2,297,170(11) | 3,367,909 | | Sravan K. Emany | | | | | | | Not for Cause Termination | 575,000(3) | — | 35,133(5) | — | 575,000 | | Change in Control with a Qualifying Termination(2) | 575,000(3) | 287,500(4) | 35,133(5) | 2,013,600(11) | 2,876,100 | | Christine Bellon, Ph.D. | | | | | | | Not for Cause Termination | 510,500(3) | — | —(5) | — | 510,500 | | Change in Control with a Qualifying Termination(2) | 510,500(3) | 229,725(4) | —(5) | 1,623,231(11) | 2,363,456 | | Amy Simon, M.D. | | | | | | | Not for Cause Termination | 550,000(3) | — | 35,265(5) | — | 585,265 | | Change in Control with a Qualifying Termination(2) | 550,000(3) | 247,500(4) | 35,265(5) | 2,267,743(11) | 3,100,507 |

  30. Estimated Payment and Benefits Upon Termination or Change in Control

    Based on the per share closing price of a share of our common stock on the Nasdaq Global Select Market on December 31, 2025 ($27.72). (2) A "Qualifying Termination" is a termination not for Cause or for Good Reason, each as defined in the NEO's employment agreement. (3) Represents a cash amount equal to 12 months of the NEO’s base salary in effect as of December 31, 2025. (4) Represents a cash amount equal to the NEO’s target annual bonus award for the fiscal year ended December 31, 2025. (5) Represents a cash amount equal to 12 months of continued medical and dental benefits for the NEO. (6) Represents the value of 12 months of continued vesting of equity awards as if all such vesting occurred on December 31, 2025. (7) Represents the acceleration of vesting as to 100% of the unvested equity awards held by the NEO, other than the portion of such equity awards that would otherwise have vested during the six-month period following December 31, 2025. (8) Represents a cash amount equal to 18 months of the NEO’s base salary in effect as of December 31, 2025. (9) Represents a cash amount equal to one and a half times the NEO’s target annual bonus award for the fiscal year ended December 31, 2025. (10) Represents a cash amount equal to 18 months of continued medical and dental benefits for the NEO. (11) Represents the acceleration of vesting as to 100% of the unvested equity awards held by the NEO. Represents the acceleration of vesting as to 50% of the unvested equity awards held by the NEO, other than the portion of such equity awards that would otherwise have vested during the six-month period following December 31, 2025.

  31. 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 executive compensation actually paid and certain financial performance of our Company.

  32. Pay Versus Performance Table

    Pay Versus Performance Table The table below presents information on the compensation of our principal executive officer (“PEO”) and our other NEOs in comparison to certain performance metrics for the years ended December 31, 2025, 2024, 2023, 2022 and 2021. The metrics discussed within this section are not those that our compensation committee uses when setting executive compensation. The use of the term “Compensation Actually Paid” (“CAP”) is required by SEC rules. Neither CAP nor the total amount reported in the Summary Compensation Table (“SCT”) reflect the amount of compensation actually earned or received by or paid to the executives during the applicable year.

  33. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | Year | SCT Total for PEO(1)(2) ($) | CAP to PEO(1)(3) ($) | Average SCT Total for Other NEOs(1)(2) ($) | Average CAP to Other NEOs(1)(3) ($) | TSR(4) ($) | Peer Group TSR(5) ($) | Net Loss(6) (in thousands) ($) | | 2025 | 5,818,525 | 8,395,673 | 2,306,507 | 2,584,445 | 33.95 | 124.75 | (79,992) | | 2024 | 6,409,631 | 7,265,610 | 3,232,451 | 2,221,711 | 132.27 | 125.21 | (376,742) | | 2023 | 6,280,099 | 2,830,315 | 2,542,318 | 615,870 | 145.17 | 125.93 | (132,527) | | 2022 | 9,496,745 | (13,939,497) | 3,058,553 | (9,460,679) | 208.59 | 120.40 | (289,088) | | 2021 | 13,911,975 | 17,020,857 | 4,737,263 | 6,713,763 | 425.01 | 133.95 | (370,679) |

  34. Pay Versus Performance Table

    (1) For each year shown, the PEO was Mr. Evans. For 2021 and 2022, the other NEOs were Dr. Ciaramella and Terry-Ann Burrell, our former CFO. For 2023, they were Dr. Ciaramella, Ms. Burell, Dr. Bellon and Dr. Simon. For 2024, they were Dr. Ciaramella, Mr. Emany (beginning in December 2024), Dr. Bellon, Dr. Simon, and Ms. Burell (ending in August 2024). For 2025, they were Dr. Ciaramella, Mr. Emany, Dr. Bellon and Dr. Simon. (2) The amounts shown in this column are the amounts of total compensation reported for Mr. Evans, or the average total compensation reported for the other NEOs, as applicable, for each corresponding year in the “Total” column of the SCT. Please refer to “Executive Compensation—Summary Compensation Table.” (3) The amounts shown have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by Mr. Evans and other NEOs. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Evans' total compensation, or the average total compensation of the other NEOs, as applicable, as reported in the “Total” column in the SCT for 2025:

  35. Pay Versus Performance Table

    | Year | SCT Total for PEO ($) | Minus Stock and Option Awards from SCT ($) | Plus Year-End Equity Value of Unvested Awards Granted During Year ($) | Plus Change in Value of Unvested Awards Granted in Prior Years ($) | Plus Value of Awards Granted and Vested During Year ($) | Plus Change in Value of Prior Years’ Awards Vested During Year ($) | CAP to PEO ($) | | 2025 | 5,818,525 | (4,390,329) | 4,374,253 | 2,846,519 | 314,653 | (567,948) | 8,395,673 |

  36. Pay Versus Performance Table

    | Year | Avg. SCT Total for Other NEOs ($) | Minus Avg. Stock and Option Awards from SCT ($) | Plus Avg. Year-End Equity Value of Unvested Awards Granted During Year ($) | Plus Avg. Change in Value of Unvested Awards Granted in Prior Years ($) | Plus Avg. Value of Awards Granted and Vested During Year ($) | Plus Avg. Change in Value of Prior Years’ Awards Vested During Year ($) | Average CAP to Other NEOs ($) | | 2025 | 2,306,507 | (1,255,019) | 1,266,777 | 282,514 | 127,244 | (143,577) | 2,584,445 |

  37. Pay Versus Performance Table

    Cumulative total shareholder return (“TSR”) illustrates the value, as of the last day of the indicated fiscal year, of an investment of $100 in the Company’s common stock on February 5, 2020 (the first day of trading of our common stock on the Nasdaq Global Select Market) for periods prior to 2025, and on December 31, 2020 for 2025. (5) Peer group TSR illustrates the value, as of the last day of the indicated fiscal year, of an investment of $100 in the peer group's common stock on January 31, 2020 for periods prior to 2025, and on December 31, 2020 for 2025. Peer group TSR includes reinvestment of dividends, weighted according to the peer group's respective stock market capitalizations. The peer group used for this purpose is the Nasdaq Biotechnology Index. (6) The dollar amounts reported represent the amount of net loss reflected in our audited financial statements for the applicable year.

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

    Analysis of Information Presented in the Pay Versus Performance Table As described in more detail above in “Compensation Discussion and Analysis,” our executive compensation program reflects a performance-driven compensation philosophy. While we utilize several performance measures to align executive compensation with Company performance, those Company measures are not financial performance measures and are therefore not presented in the Pay Versus Performance Table. Moreover, we generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance Table above.

  39. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION This section provides an overview of the compensation awarded to, earned by or paid to members of our Board.

  40. Director Compensation

    Director Compensation The following table sets forth information concerning the compensation of each of our non-employee directors during the fiscal year ended December 31, 2025. Mr. Evans, our CEO, receives no compensation for his service as a director, and consequently, is not included in this table. Information regarding the compensation of Mr. Evans is included with that of our other NEOs in “Executive Compensation” above.

  41. Director Compensation

    | Name | Fees Earned or Paid in Cash(1) ($) | Option Awards(2) ($) | Total ($) | | Graham Cooper | 67,917 | 400,234 | 468,151 | | Mark Fishman, M.D. | 95,000 | 400,234 | 495,234 | | Chirfi Guindo | 55,417 | 400,234 | 455,651 | | Carole Ho, M.D.(3) | 70,417 | 400,234 | 470,651 | | John Maraganore, Ph.D. | 65,417 | 400,234 | 465,651 | | Christi Shaw | 62,917 | 400,234 | 463,151 | | Kathleen Walsh | 65,417 | 400,234 | 465,651 |

  42. Director Compensation

    (1) Amount represents cash fees earned in fiscal year 2025. (2) The amounts reported in this column represent the aggregate grant date fair value of options to purchase our common stock granted directors in fiscal year 2025 computed in accordance with FASB ASC 718, excluding the effect of estimated forfeitures. The assumptions used to value the options for this purpose are set forth in Note 12, Stock option and grant plan, to our audited financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. As of December 31, 2025, Mr. Cooper held options to purchase 73,475 shares of our common stock, Dr. Fishman held options to purchase 317,155 shares of our common stock, Mr. Guindo held options to purchase 39,086 shares of our common stock, Dr. Ho held options to purchase 121,584 shares of our common stock, Dr. Maraganore held options to purchase 63,170 shares of our common stock, Ms. Shaw held options to purchase 62,160 shares of our common stock and Ms. Walsh held options to purchase 64,772 shares of our common stock. (3) Dr. Ho resigned from our Board effective February 27, 2026.

  43. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Under our non-employee director compensation policy in effect for fiscal 2025, each non-employee director is eligible to receive compensation for his or her service on our Board. Each such non-employee director is eligible to receive an annual cash retainer, pro-rated to reflect any partial year of service, as set forth in the table below. In addition, each new non-employee director will be granted an option under the Beam Therapeutics Inc. 2019 Equity Incentive Plan (the "2019 Plan”) to purchase shares of common stock having a grant date fair value, determined in accordance with FASB ASC 718, of approximately $770,000 upon his or her initial appointment or election to our Board. The stock options granted to non-employee directors upon initial appointment or election to our Board vest as to one-third of the underlying shares on the first anniversary of the date of grant and in equal monthly installments as to the remainder of the shares for two years thereafter, subject to such director’s continued service on our Board through each vesting date. Each non-employee director who was not first elected or appointed to our Board during the calendar year of an annual meeting of our stockholders will annually be granted an option under the 2019 Plan to purchase shares of common stock having a grant date fair value, determined in accordance with FASB ASC 718, of approximately $385,000 on the date of the annual meeting of stockholders. The annual stock options granted to our non-employee directors vest in full on the earlier of the first anniversary of the date of grant and the date of the next year's annual meeting of stockholders, subject to the director’s continued service on our Board through the vesting date. Compensation paid to our non-employee directors for their service on our Board is subject to the 2019 Plan, which provides that the aggregate value of all compensation granted to or paid to a director with respect to any calendar year, including equity awards under the 2019 Plan and cash fees paid by us outside of the 2019 Plan, may not exceed $750,000 (or $1,000,000 with respect to a director’s first year of service on our Board). The value of equity awards granted to a director is based on the grant date fair value of the awards, assuming a maximum payout. A schedule of our Board and committee cash retainer fees applicable in 2025 and 2026 is set forth in the table below.

  44. Non-Employee Director Compensation Policy

    | Board and Committee Role | 2025 Fees ($) | 2026 Fees ($) | | Board Member | 50,000 | 50,000 | | Board Chair | 75,000 | 75,000 | | Lead Independent Director | 75,000 | 75,000 | | Audit Committee Member | 10,000 | 10,000 | | Audit Committee Chair | 20,000 | 20,000 | | Compensation Committee Member | 7,500 | 7,500 | | Compensation Committee Chair | 15,000 | 15,000 | | Nominating and Corporate Governance Committee Member | 5,000 | 5,000 | | Nominating and Corporate Governance Committee Chair | 10,000 | 10,000 | | Science and Technology Committee Member | 7,500 | 7,500 | | Science and Technology Committee Chair | 15,000 | 15,000 |

  45. Non-Employee Director Compensation Policy

    All cash fees are paid quarterly, in arrears, or upon the earlier resignation or removal of the non-employee director. The amount of each payment will be pro-rated for any portion of a calendar quarter that a non-employee director is not serving on our Board, based on the number of calendar days served by such non-employee director. Each non-employee director is entitled to reimbursement for reasonable travel and other expenses incurred in connection with attending meetings of our Board and any committee on which he or she serves as well as for reasonable expenses incurred related to continuing director education.

  46. PROPOSAL NO. 1—ELECTION OF DIRECTORS

    PROPOSAL NO. 1—ELECTION OF DIRECTORS In accordance with our certificate of incorporation and bylaws, our Board is divided into three classes of approximately equal size. The members of each class are elected to serve a three-year term with the term of office of each class ending in successive years. John Evans, John Maraganore, Ph.D., and Christi Shaw are the Class III directors whose terms expire at the Annual Meeting. Each of Mr. Evans, Dr. Maraganore and Ms. Shaw have been nominated for and have agreed to stand for re-election to our Board to serve as Class III directors of our Company for three-year terms and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. OUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES FOR CLASS III DIRECTOR, AND PROXIES SOLICITED BY OUR BOARD WILL BE VOTED IN FAVOR THEREOF, UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.