DEF 14A of Editas Medicine, Inc.
Filed Apr 28, 2026 · FY20250001650664-26-000037
Director Nominees
Director Nominees The following table provides summary information regarding our two director nominees. For detailed information about each nominee’s background and areas of expertise, please see “Proposal No. 1—Election of Two Class I Directors.”
Director Nominees
| | | Director Since | Independent | | | Other Public Company Boards | | Name and Occupation | Age* | | Yes | No | Committee Memberships* | | | Bernadette Connaughton Former President Intercontinental of Bristol Myers Squibb Company | 67 | 2021 | X | | Compensation (Chair) Nominating | 1 | | Elliott Levy Venture Partner at 5AM Venture Management, LLC | 67 | 2023 | X | | Audit | 1 |
Director Nominees
*As of April 20, 2026
Transition to All Options in Executive Equity Award Program
Transition to All Options in Executive Equity Award Program In connection with our acceleration from a clinical-stage company with both in vivo and ex vivo programs to a fully in vivo focused preclinical company in December 2024, we updated our peer group to align with our new preclinical status and new corporate size and strategy. At that time, we reevaluated the structure of our equity incentive program to ensure alignment with this updated peer group and our new company profile and strategy. In February 2025, our Organization, Leadership, and Compensation Committee (“Compensation Committee”) determined that all employees would receive only time-based vesting stock options rather than a mix of time-based vesting restricted stock units (“RSUs”) and time-based vesting stock options, as had been awarded to employees in the past. For our officers, including the named executive officers, the Compensation Committee also determined to no longer award performance-based restricted stock units (“PSUs”), as it had done in previous years. The Compensation Committee determined that this transition in the type of equity awards made was appropriate in order to create momentum to drive long-term stockholder value and simplify the equity compensation program for our employees. This transition also reflects the guidance of the Compensation Committee’s independent compensation consultant that RSUs and PSUs are less common among preclinical biotechnology companies, including other companies in our updated peer group. The Compensation Committee believes that options are performance-based equity awards, particularly with our typical four-year vesting period, since the recipient recognizes value only if the company achieves objectives that result in recognized stockholder value and our stock price appreciates over time.
Stockholder Engagement Highlights
| Highlights of Engagement Regarding Executive Compensation | | | What We Heard | Our Response | | Use of Quantitative Metrics. Some stockholders noted a preference for more quantitative metrics as part of our annual cash bonus program. | •As a pre-commercial company, identifying quantitative metrics that support long-term stockholder value creation is challenging. However, the Compensation Committee and management strive to make our bonus program metrics objective in order to enable a clear measurement framework at year end. •For this reason, annually, the Compensation Committee sets challenging research and development, clinical, and operational qualitative and quantitative goals to drive management performance and promote value creation. •For example, our 2025 annual performance-based cash program included as milestone goals the declaration of an in vivo gene editing development candidate, creation of an integrated development plan for regulatory submission to commence a clinical trial, and delivery of drug product to enable preclinical studies to support that regulatory submission. | | Pay-for-Performance Misalignment. Certain stockholders and a proxy advisory firm believed there was a pay-for-performance misalignment, particularly noting that the majority of equity awards remain time-based. | •In connection with our acceleration to a fully in vivo focused preclinical company in December 2024, the Compensation Committee reevaluated the structure of our equity incentive program to ensure alignment with our updated 2025 peer group. •This reevaluation indicated that the use of performance-based RSUs was uncommon and that peers generally granted time-based options and RSUs. •The Compensation Committee determined to transition all employee equity awards to time-based options in order to create momentum to drive long-term stockholder value and simplify the program for our employees. •In furtherance of our pay-for-performance culture, our employees now only see value in their equity awards if the company creates recognized stockholder value and the price of our stock appreciates over time. Further, the four-year vesting period used for our new hire and annual equity awards promotes long-term employee retention. •Further demonstrating our pay-for-performance culture, our Board approved that our corporate objectives were achieved at 91% of target and total compensation to our Chief Executive Officer declined compared to his 2024 total compensation. | | Additional Disclosure. Certain stockholders requested that we provide additional disclosure regarding our annual cash bonus program. | •We have disclosed under “Executive Compensation” the objectives, including specified targets and achievements, taking into account the potential competitive harm that could result by disclosing sensitive achievements or strategic objectives. |
PROPOSAL NO. 1—ELECTION OF TWO CLASS I DIRECTORS
PROPOSAL NO. 1—ELECTION OF TWO CLASS I DIRECTORS As of the date of this Proxy Statement, our Board consists of six members, including a chair of the Board. In accordance with the terms of our restated certificate of incorporation and our amended and restated by-laws, our board of directors is divided into three classes (Class I, Class II and Class III), with members of each class serving staggered three-year terms. The members of the classes are divided as follows: •the Class I directors are Bernadette Connaughton and Elliott Levy, M.D., and their terms will expire at the Annual Meeting; •the Class II directors are Andrew Hirsch and Gilmore O’Neill, M.B., M.M.Sc., and their terms will expire at the annual meeting of stockholders to be held in 2027; and •the Class III directors are Jessica Hopfield, Ph.D., and David T. Scadden, M.D., and their terms will expire at the annual meeting of stockholders to be held in 2028. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our restated certificate of incorporation and our amended and restated by-laws provide that the authorized number of directors may be changed only by resolution of our Board. Our restated certificate of incorporation and amended and restated by-laws also provide that our directors may be removed only for cause by the affirmative vote of the holders of at least 75% of the votes that all our stockholders would be entitled to cast in an annual election of directors, and that any vacancy on our Board, including a vacancy resulting from an enlargement of our Board, may be filled only by vote of a majority of our directors then in office. Our Board has nominated Ms. Connaughton and Dr. Levy for election as Class I directors at the Annual Meeting. Each of the nominees is presently a director, and each has indicated a willingness to continue to serve as director, if elected. If a nominee becomes unable or unwilling to serve, however, the proxies may be voted for substitute nominees selected by our Board. We believe that it is essential that our Board members represent diverse backgrounds and experiences, both personally and professionally. Our amended Corporate Governance Guidelines provide that director candidates should have broad experience and skills in areas important to the operation of our company. Accordingly, the charter of our Nominating and Corporate Governance Committee states that, in recommending directors, the committee shall seek director candidates that have such broad experience, skills and diversity. We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a significant breadth of experience, knowledge, and ability to assist our Board in fulfilling its responsibilities. Our priority in selection of Board members is identification of members who will further the interests of our stockholders, and in this context, we consider a variety of attributes in selecting nominees to our Board, including: •an understanding of, and experience in, the biotechnology and pharmaceutical industries, research and academic organizations and governmental regulatory agencies, and the scientific and legal landscapes in which such entities operate; •an understanding of, and experience in, accounting oversight and governance, finance, and complex business transactions; •leadership experience and significant accomplishments with public companies or other comparable organizations; •the ability to contribute positively to the collaborative culture among our Board members; •long-term reputation for the highest personal and professional integrity; and •demonstrated contribution as a member of other boards of directors, and sufficient time and availability to devote to our affairs. These factors and others are considered useful by our Board and are reviewed in the context of an assessment of the perceived needs of our Board at a particular point in time.
Nominees for Election as Class I Directors
Nominees for Election as Class I Directors Biographical information, including principal occupation and business experience during the last five years, for our nominees for election as Class I directors at our Annual Meeting is set forth below.
Class I Directors (Term Expires at 2026 Annual Meeting)
Class I Directors (Term Expires at 2026 Annual Meeting)
Class I Directors (Term Expires at 2026 Annual Meeting)
| | Bernadette Connaughton Age: 67 Director since 2021 Independent Director Committees: Compensation (Chair), Nominating and Corporate Governance |
Class I Directors (Term Expires at 2026 Annual Meeting)
Ms. Connaughton has served as a member of our Board since October 2021. Ms. Connaughton was previously employed by Bristol Myers Squibb Company, a multinational pharmaceutical company, in various roles from 1983 to 2017, most recently serving as President Intercontinental, including China, Latin America, Central and Eastern Europe and the Middle East. She has served on the board of directors of Halozyme Therapeutics, Inc., a public biotechnology company, since September 2018. She previously served on the board of directors of Zealand Pharma A/S, a public biotechnology company, from April 2019 until March 2026, and Syneos Health, Inc., a public contract research organization, from November 2019 until September 2023. She also serves on the Board of Trustees of the Boys and Girls Club of Mercer County, New Jersey, and is a mentor for the Healthcare Businesswomen’s Association and Women in Bio Boardroom Ready Program. She received a B.A. from Johns Hopkins University and an M.B.A. from The Wharton School, University of Pennsylvania. Skills and Qualifications: We believe Ms. Connaughton is qualified to serve on our Board due to her more than 30 years of global strategic, commercial and biopharmaceutical industry expertise.
Class I Directors (Term Expires at 2026 Annual Meeting)
| | Elliott Levy, M.D. Age: 67 Director since 2023 Independent Director Committees: Audit |
Class I Directors (Term Expires at 2026 Annual Meeting)
Dr. Levy has served as a member of our Board since April 2023. Dr. Levy is currently a Venture Partner at 5AM Venture Management, LLC, a venture capital firm, which he joined in April 2022. He was previously employed at Amgen, Inc., a public biopharmaceutical company, where he served as Senior Vice President of Research and Development from June 2020 to May 2021 and as Senior Vice President of Global Development from September 2014 to June 2020. He has served on the board of directors of NuCana plc, a public biotechnology company, since November 2021. He previously served on the board of directors of Omega Therapeutics, Inc., a public biotechnology company, from March 2021 until August 2025, and is a co-founder and former Chief Executive Officer of Intrepid Alliance, an industry-led non-profit consortium whose objective is to accelerate the development of small molecule therapeutics for potential viral pandemic agents. Dr. Levy received a B.A. in History from Yale College and an M.D. from the Yale School of Medicine. Skills and Qualifications: We believe Dr. Levy is qualified to serve on our Board due to his extensive experience in clinical development and regulatory approval of investigational medicines in the biopharmaceutical industry. Our Board recommends voting “FOR” the election of Bernadette Connaughton and Elliott Levy as Class I directors, for a three-year term ending at the annual meeting of stockholders to be held in 2029. Any properly submitted proxy will be voted in favor of the nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as directors if elected. However, if any nominee is unable to serve or for good cause will not serve as a director, the persons named in the proxy intend to vote in their discretion for one or more substitutes who will be designated by our Board.
Directors Continuing in Office
Directors Continuing in Office Biographical information, including principal occupation and business experience during the last five years, for our current directors continuing in office after the Annual Meeting is set forth below.
Class II Directors (Term Expires at 2027 Annual Meeting)
Class II Directors (Term Expires at 2027 Annual Meeting)
Class II Directors (Term Expires at 2027 Annual Meeting)
| | Andrew Hirsch Age: 55 Director since 2017 Independent Director Committees: Audit (Chair), Compensation |
Class II Directors (Term Expires at 2027 Annual Meeting)
Mr. Hirsch has served as a member of our Board since May 2017. Mr. Hirsch has served as a director and as the President of C4 Therapeutics, Inc., a public biopharmaceutical company, since September 2020 and as its Chief Executive Officer since October 2020. From September 2016 to September 2020, Mr. Hirsch served as Chief Financial Officer at Agios Pharmaceuticals, Inc. (“Agios”), a public biotechnology company, as well as head of its corporate development beginning March 2018. He served as President and Chief Executive Officer of BIND Therapeutics, Inc., a biotechnology company (“BIND”), from March 2015 until August 2016. Prior to being named President and Chief Executive Officer at BIND, Mr. Hirsch held several other leadership positions at BIND, including Chief Operating Officer from February 2014 to March 2015, and Chief Financial Officer from July 2012 to March 2015. In May 2016, BIND filed a voluntary petition for bankruptcy under Chapter 11 of the United States Bankruptcy Code with the United States Bankruptcy Court. Prior to joining BIND, Mr. Hirsch was Chief Financial Officer at Avila Therapeutics, Inc., a biotechnology company, from June 2011 until its acquisition by Celgene Corporation, a public biopharmaceutical company, in March 2012. From 2002 to 2011, Mr. Hirsch held roles of increasing responsibility at Biogen Inc., a public biotechnology company (“Biogen”), including vice president of Corporate Strategy and M&A. He holds an M.B.A. from the Tuck School at Dartmouth College and a B.A. in Economics from the University of Pennsylvania. Skills and Qualifications: We believe Mr. Hirsch’s qualifications to sit on our Board include his strong business and financial background and experience as an executive at biopharmaceutical companies.
Class II Directors (Term Expires at 2027 Annual Meeting)
| | Gilmore O’Neill, M.B., M.M.Sc. Age: 61 Director since 2022 President and Chief Executive Officer of Editas Medicine |
Class II Directors (Term Expires at 2027 Annual Meeting)
Dr. O’Neill has served as our President and Chief Executive Officer and as a member of our Board since June 2022. Prior to joining Editas, Dr. O’Neill most recently served as Executive Vice President of R&D and Chief Medical Officer of Sarepta Therapeutics, Inc., a biopharmaceutical company, from June 2018 to November 2021. Prior to joining Sarepta, Dr. O’Neill held several leadership roles at Biogen over a 15-year period, most recently serving as Senior Vice President, Late Stage Clinical Development from November 2016 to June 2018. He previously served on the board of directors of Unity Biotechnology, Inc., a public biopharmaceutical company, from December 2020 until June 2025, and Aptinyx, Inc., a public biopharmaceutical company, from October 2021 through April 2023. Dr. O’Neill is licensed to practice medicine in the state of Massachusetts. He received a Bachelor of Medicine degree from University College Dublin and a Master of Medical Sciences degree from Harvard University. Skills and Qualifications: We believe Dr. O’Neill’s qualifications to sit on our Board include his more than 20 years of experience in genetic medicine, neurobiology, and clinical development, during which he has led several successful clinical programs and achieved marketing approval for several medicines.
Class III Directors (Term Expires at 2028 Annual Meeting)
Class III Directors (Term Expires at 2028 Annual Meeting)
Class III Directors (Term Expires at 2028 Annual Meeting)
| | Jessica Hopfield, Ph.D. Age: 61 Director since 2018 Board Chair; Independent Director Committees: Audit, Nominating and Corporate Governance (Chair) |
Class III Directors (Term Expires at 2028 Annual Meeting)
Dr. Hopfield joined our Board in February 2018 and has served as Chair since December 2024. Previously, she served as our lead independent director from February 2021 to June 2023. Dr. Hopfield has served on the board of directors of Insulet Corporation, a public medical device company (“Insulet”) since July 2015 and as its lead independent director from August 2016 until January 2019. She previously served on the board of directors of Maravai LifeSciences Holdings, Inc., a public diagnostic and reagent company, from November 2020 until October 2025, Radius Health, Inc., a public biopharmaceutical company, from January 2019 until December 2020 and PhenomeX Inc. (formerly Berkeley Lights, Inc.), a public medical device company, from December 2021 until its acquisition in October 2023. Since 2010, Dr. Hopfield has been the principal at J Hopfield Consulting providing guidance and executive coaching to start-up technology firms. From 1995 to 2009, Dr. Hopfield was a Partner of McKinsey & Company in its global pharmaceuticals and medical devices practice where she served clients across pharmaceutical, biotechnology, medical device and consumer industries with a focus on strategy, R&D management, and marketing. Dr. Hopfield also previously held management positions at Merck Sharp & Dohme Corp. in clinical development, outcomes research, and marketing. Dr. Hopfield earned a B.S. from Yale College, an M.B.A. from Harvard Graduate School of Business Administration as a Baker Scholar, and a Ph.D. in Neuroscience/Biochemistry from The Rockefeller University. Dr. Hopfield is directorship certified by the National Association of Corporate Directors. Skills and Qualifications: We believe that Dr. Hopfield’s executive and consulting experience in the healthcare, pharmaceutical, and medical device industries and her public company governance experience qualifies her to serve as a member of our Board.
Class III Directors (Term Expires at 2028 Annual Meeting)
| | David Scadden, M.D. Age: 73 Director since 2019 Independent Director Committees: Compensation |
Class III Directors (Term Expires at 2028 Annual Meeting)
Dr. Scadden joined our Board in February 2019. Dr. Scadden is the Gerald and Darlene Jordan Professor of Medicine at Harvard University, a position he has held since 2006. Since 1995, Dr. Scadden has practiced at the Massachusetts General Hospital, where he founded and directs the Center for Regenerative Medicine and directed the Hematologic Malignancies Center of the MGH Cancer Center for 10 years. Dr. Scadden co-founded and co-directs the Harvard Stem Cell Institute and is Chairman emeritus and Professor of the Harvard University Department of Stem Cell and Regenerative Biology. He is a member of the National Academy of Medicine and the American Academy of Arts and Sciences and a Fellow of the American College of Physicians and the American Academy for the Advancement of Science. He is a former member of the Board of External Experts for the National Heart, Lung and Blood Institute, the Board of Scientific Counselors for the National Cancer Institute and Board of Directors of the International Society for Stem Cell Research. Dr. Scadden has served on the board of directors of Agios since May 2017. Previously, he served on the board of directors of Carisma Therapeutics Inc., a public clinical-stage biopharmaceutical company, from June 2024 until October 2025, and Magenta Therapeutics, Inc., a public biotechnology company where he was a scientific founder, from November 2016 until its acquisition in September 2023. He also serves as a member of the board of directors of private biotechnology companies Lightning Biotherapeutics and Sonata Therapeutics. Dr. Scadden holds a B.A. in English from Bucknell University, an M.D. from Case Western Reserve University and holds honorary degrees, including an A.M. from Harvard Medical School, an Sc.D. from Bucknell University and an M.D. from Lund University in Sweden. Skills and Qualifications: We believe Dr. Scadden is qualified to serve on our Board due to his expertise as a physician and medical researcher, including in the field of hematology. There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director. There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or any of our subsidiaries.
Executive Officers Who Are Not Directors
Executive Officers Who Are Not Directors Executive officers are chosen by and serve at the discretion of the Board of Directors. Set forth below are the names and ages of our executive officers as of April 20, 2026, as well as biographical information for all but Gilmore O’Neill, our President and Chief Executive Officer. For Dr. O’Neill’s biographical information, please see page above.
Executive Officers Who Are Not Directors
| | Linda C. Burkly, Ph.D. Age: 69 Executive Vice President and Chief Scientific Officer Joined Editas in 2023 |
Executive Officers Who Are Not Directors
Dr. Burkly has served as our Chief Scientific Officer since July 2023. Prior to joining us, Dr. Burkly held positions of increasing responsibility over a 37-year tenure at Biogen Inc., where she most recently served as Vice President and Senior Distinguished Investigator from 2014 to 2022. Dr. Burkly earned a B.S. in biology from Fairfield University and a Ph.D. in immunology from Tufts University Graduate School of Biomedical Science. She completed a postdoctoral fellowship in the laboratory of Richard A. Flavell, Biogen Research Corp.
Executive Officers Who Are Not Directors
| | Amy Parison Age: 40 Senior Vice President and Chief Financial Officer Joined Editas in 2022 |
Executive Officers Who Are Not Directors
Ms. Parison was appointed our Chief Financial Officer in March 2025, having previously served as our Senior Vice President, Finance since January 2025, and prior to that as Vice President of Finance and Corporate Controller since August 2022. She served as Senior Director, Corporate Controller at Rubius Therapeutics, Inc., a biotechnology company, from July 2021 through August 2022 and prior to that as Director, Financial Operations from August 2018 through August 2021. Before that, she held roles of increasing responsibility at Vertex Pharmaceuticals Incorporated from July 2011 through August 2018. Ms. Parison received a Masters in Accounting and a B.S. in business administration, accounting from Babson College.
Organization, Leadership and Compensation Committee
Organization, Leadership and Compensation Committee The members of the Compensation Committee are Bernadette Connaughton, Andrew Hirsch, and David Scadden. Ms. Connaughton is the chair of the Compensation Committee. The Compensation Committee assists our Board in the discharge of its responsibilities relating to the compensation of our executive officers and other members of senior management. The Compensation Committee met five times during the year ended December 31, 2025. The Compensation Committee’s responsibilities include: •reviewing and making recommendations to our Board with respect to the compensation of our Chief Executive Officer; •reviewing and approving, or making recommendations to our Board with respect to, the compensation of our other executive officers and senior management; •overseeing the evaluation and leadership development of our senior executives, including reviewing development, retention and succession plans for such senior executives, excluding succession planning for our Chief Executive Officer; •assessing, monitoring and making recommendations to our Board with respect to our organizational health, leadership development programs and processes designed to attract, motivate, develop and retain employees; •reviewing and making recommendations to our Board with respect to our incentive compensation and equity-based compensation plans; •overseeing and administering our equity-based plans; •reviewing and making recommendations to our Board with respect to director compensation; •reviewing and discussing with management our “Compensation Discussion and Analysis” disclosure, if applicable; •preparing the compensation committee report required by SEC rules, if applicable; and •overseeing the administration and interpretation of our compensation recovery policies. The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees, as well as outside advisors or consultants, may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice, or to otherwise participate in Compensation Committee meetings. No officer may participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding the compensation for such officer or any immediate family member of such officer. The charter of the Compensation Committee grants the Compensation Committee full access to all of our books, records, facilities, and personnel, as well as authority to obtain, at our expense, advice and assistance from internal and external legal, accounting, or other advisors and consultants, and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. In particular, the Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. Historically, the Compensation Committee reviews all compensation components including base salary, bonus, benefits and equity incentives, as well as severance arrangements, change-in-control benefits and other forms of executive officer compensation and provides a recommendation to the Board on the compensation of our Chief Executive Officer. In addition, the Compensation Committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of our compensation strategy, potential modifications to that strategy, and new trends, plans, or approaches to compensation, at various meetings throughout the year. The Compensation Committee also makes recommendations to our Board regarding the compensation of non-employee directors and has the authority to administer our equity-based plans. Under its charter, the Compensation Committee may from time to time delegate authority to subcommittees as it deems appropriate.
Our Employees
Our Employees Diversity and Inclusion We strongly believe that our greatest strength comes from the people who make up our team. Each employee brings diverse perspectives, backgrounds, and thinking styles, and when we champion inclusion, we cultivate a culture where every individual feels valued and can thrive. Our commitment to embracing and celebrating our differences fuels our drive to excel in scientific innovation, allowing us to harness the power of gene editing to develop groundbreaking and life-changing therapies for people living with serious diseases with the greatest unmet needs. We have cultivated a diverse and inclusive workforce, including in our senior management team, to ensure an environment where employees feel empowered to achieve their fullest potential. As of December 31, 2025, 48% of our full-time employees were women and 37% of our senior management (director level and above) were women. As of December 31, 2025, 44% of our full-time employees identify as racially/ethnically diverse and 37% of our senior management identify as racially/ethnically diverse. At Editas, we seek to translate the power and potential of CRISPR gene editing into a robust pipeline of medicines for people living with serious diseases around the world. We recognize that our success is driven by our courageous, collaborative, and passionate employees, who celebrate diversity and together foster a workplace that values inclusivity, where all voices are heard and respected. We seek to be an employer of choice that empowers our employees to drive innovation to develop transformative medicines for people living with serious diseases around the world. Recruitment, Retention and Development Successful execution of our strategy is dependent on attracting, retaining and motivating a diverse team of highly skilled employees at all levels. We believe a key component of recruiting, retaining and motivating our employees is our total compensation package. For this reason, we provide employees with competitive compensation, including market-competitive salary and equity awards, along with competitive benefits packages, including medical, dental, vision and life insurance, flexible spending accounts, short- and long-term disability and matching contributions to a 401(k) tax-deferred savings plan. We also provide annual cash incentive bonus opportunities that are tied to both company performance and individual performance to foster a pay-for-performance culture. We regularly benchmark these total rewards against our industry peers to ensure we remain competitive and attractive to potential new hires. We believe that continued learning and development, training and other resources are also an essential part of retaining our employees and creating a culture of learning and leadership. We encourage our employees to participate and take advantage of a variety of learning and development resources, including online skills courses, professional development events, and external training programs based on individual needs. We have also implemented formal coaching and mentoring programs, which enable employees to connect with, and learn and develop from, individuals across our company. Communication and Engagement We recognize that our employees perform best when they know how their work contributes to our overall strategy. To achieve this, we emphasize open and direct communication through the use of a variety of channels, including quarterly all-company business updates from the senior management team, fireside chats with new members of the board of directors and our executive management team, open forums and company-wide written communications, and postings on our company intranet. In addition, we periodically conduct employee surveys to gauge employee engagement and solicit feedback, and enhance our understanding of the views of our employees, work environment and culture. The results from engagement surveys are used to implement programs and processes designed to enhance employee engagement and improve the employee experience. Health, Wellness and Safety Employee safety and well-being is of paramount importance to us. In addition to traditional benefits such as healthcare, flexible time off, paid parental leave, and retirement benefits, we offer a variety of benefits and resources to support employees’ physical and mental health, including a lifestyle spending allowance that employees may allocate to certain wellness programs and a third-party employee assistance program, which help us both attract talent and help to realize a healthier workforce.
Overview of Executive Compensation
| •Annual Performance-based Cash Bonus Program: Our annual performance-based cash bonus program provides for independent weighting of corporate and individual achievement to calculate the bonus payout for our employees, including our named executive officers other than our Chief Executive Officer, whose bonus is based solely on corporate achievement. For our named executive officers, corporate and individual performance is weighted as follows: (i)Chief Executive Officer: 100% based on corporate performance (ii)other named executive officers: 80% based on corporate performance, 20% based on individual performance. In February 2026, the Compensation Committee reviewed our performance against our corporate objectives, as well as each named executive officer’s performance against their individual objectives, where applicable. Following this review, the Compensation Committee recommended, and our Board approved, that our corporate objectives were achieved at 91% of target. Taking into account the achievement of our corporate objectives and review of individual performance, our named executive officers received an average payout under the annual performance-based cash bonus program of 91% of target. | | •Transition to All Options in Executive Equity Award Program: In connection with our acceleration from a clinical-stage company with both in vivo and ex vivo programs to a fully in vivo focused preclinical company in December 2024, we updated our peer group to align with our new preclinical status and new corporate size and strategy. At that time, we reevaluated the structure of our equity incentive program to ensure alignment with this updated peer group and our new company profile and strategy. In February 2025, our Compensation Committee determined that all employees would receive only time-based vesting stock options rather than a mix of time-based vesting RSUs and time-based vesting stock options, as had been awarded to employees in the past. For our officers, including the named executive officers, the Compensation Committee also determined to no longer award PSUs, as it had done in previous years. The Compensation Committee determined that this transition in the type of equity awards made was appropriate in order to create momentum to drive long-term stockholder value and simplify the equity compensation program for our employees. This transition also reflects the guidance of the Compensation Committee’s independent compensation consultant that RSUs and PSUs are less common among preclinical biotechnology companies, including other companies in our updated peer group. The Compensation Committee believes that options are performance-based equity awards, particularly with our typical four-year vesting period, since the recipient recognizes value only if the company achieves objectives that result in recognized stockholder value and our stock price appreciates over time. |
Say-on-Pay Vote Results
| What We Heard | Our Response | | Use of Quantitative Metrics. Some stockholders noted a preference for more quantitative metrics as part of our annual cash bonus program. | •As a pre-commercial company, identifying quantitative metrics that support long-term stockholder value creation is challenging. However, the Compensation Committee and management strive to make our bonus program metrics objective in order to enable a clear measurement framework at year end. •For this reason, annually, the Compensation Committee sets challenging research and development, clinical, and operational qualitative and quantitative goals to drive management performance and promote value creation. •For example, our 2025 annual performance-based cash program included as milestone goals the declaration of an in vivo gene editing development candidate, creation of an integrated development plan for regulatory submission to commence a clinical trial, and delivery of drug product to enable preclinical studies to support that regulatory submission. | | Pay-for-Performance Misalignment. Certain stockholders and a proxy advisory firm noted a pay-for-performance misalignment, particularly noting that the majority of equity awards remain time-based. | •In connection with our acceleration to a fully in vivo focused preclinical company in December 2024, the Compensation Committee reevaluated the structure of our equity incentive program to ensure alignment with our updated 2025 peer group. •This reevaluation indicated that the use of performance-based RSUs was uncommon and that peers generally granted time-based options and RSUs. •The Compensation Committee determined to transition all employee equity awards to time-based options in order to create momentum to drive long-term stockholder value and simplify the program for our employees. •In furtherance of our pay-for-performance culture, our employees now only see value in their equity awards if the company creates recognized stockholder value and the price of our stock appreciates over time. Further, the four-year vesting period used for our new hire and annual equity awards promotes long-term employee retention. •Further demonstrating our pay-for-performance culture, our Board approved that our corporate objectives were achieved at 91% of target and total compensation to our Chief Executive Officer declined compared to his 2024 total compensation. | | Additional Disclosure. Certain stockholders requested that we provide additional disclosure regarding our annual cash bonus program. | •We have disclosed under “—Executive Compensation Elements & Decisions” the objectives, including specified targets and achievements, taking into account the potential competitive harm that could result by disclosing sensitive achievements or strategic objectives. |
Compensation Objectives and Philosophy
| Element of Compensation | Purpose | Features | | Base Salary | Attract, retain and reward talented executives needed to drive our business. | Fixed component of compensation to provide financial stability, based on responsibilities, experience, internal equity, performance and peer company data. | | Annual Performance-based Cash Bonuses | Motivate the achievement of business goals that the Compensation Committee and the Board believe are important to the overall success of the business and will enhance stockholder value over time. | Variable component of compensation tied to the achievement of pre-determined corporate performance goals and, for executive officers other than our Chief Executive Officer, on individual achievement. | | Annual Equity Incentives | Assist in retaining our executive officers and aligning their interests with those of our stockholders by allowing them to participate in the longer-term success of our company as reflected in the appreciation of our stock price. | Variable component of compensation in the form of stock options typically subject to multi-year vesting based on continued service, the value of which is tied to the performance of our common stock price. |
Compensation Objectives and Philosophy
The Compensation Committee works closely with Pearl Meyer & Partners, LLC (“Pearl Meyer”), and independent compensation consultant, throughout the year to ensure that our compensation program remains competitive and within market. One of the services provided by Pearl Meyer to the Compensation Committee is the identification of a market framework (including a peer group of companies) for formal compensation benchmarking purposes. Peer group benchmarking is one of the key factors considered by the Compensation Committee in setting named executive officer compensation levels and making other compensation decisions. While starting base salaries, new hire equity grants and our benefit programs are fixed, merit salary increases, actual cash incentive awards and annual equity grants are based on performance against strategic and operational goals. Commitment to Pay-for-Performance The Compensation Committee believes that the total compensation package provided to our named executive officers, which combines both short- and long-term incentives including equity components that are at-risk, •is competitive without being excessive, •is at an appropriate level to assure the retention and motivation of highly skilled and experienced leadership, •is attractive to any additional talent that might be needed in a rapidly changing competitive landscape, •avoids creating incentives for inappropriate risk-taking by the named executive officers that might be in their own self-interests, but might not necessarily be in the best short- and long-term interests of our stockholders, and •provides the appropriate incentives to our executives to create long-term organizational and stockholder value. In establishing the levels and components of compensation for the named executive officers, including our Chief Executive Officer, the Compensation Committee considers a number of factors, including analyses of compensation of peers and other companies in the biopharmaceutical industry, analyses of reports from Pearl Meyer, the satisfaction of (or failure to satisfy) previously-developed performance measurements for the named executive officers and our company, and the value and size of the total vested and unvested equity grants maintained by the named executive officers. The Compensation Committee retains the authority and flexibility to vary the compensation of any individual named executive officer from the targeted pay framework, based on the unique responsibilities and requirements of his or her position, his or her experience and qualifications, internal parity relative to similar positions within our company, and individual or company performance relative to performance goals and our selected peer group to ensure appropriate pay-for-performance alignment. While we do not have a formal or informal policy for allocating between long-term and short-term compensation, between cash and non-cash compensation or among different forms of non-cash compensation, historically, a majority of the compensation for our named executive officers is long-term compensation, balanced with sufficient short-term incentives to encourage consistently strong performance. As shown in the following charts, our compensation program is highly performance-based, with approximately 73% of our Chief Executive Officer’s and, on average, 54% of our other named executive officers’ target compensation being variable, either because it was subject to performance goals, the fluctuations of our stock price, or both. The charts below illustrate the target 2025 pay mix (excluding benefits) for Gilmore O’Neill, our Chief Executive Officer, and for our other named executive officers. Please see “Executive Compensation—2025 Summary Compensation Table” for amounts actually earned by each of them. ________________________ (1)Ms. Parison’s initial annual base salary for 2025 was $340,000 but was increased to $415,000 in connection with her promotion in March 2025 to Chief Financial Officer. For purposes of this chart, her annual base salary following promotion has been annualized.
Executive Compensation Program Best Practices
| | What We Do | | What We Don’t Do | | ✓ | Maintain and evaluate annually an industry-specific peer group for benchmarking pay | | No employment agreements that guarantee a certain compensation level or employment term | | ✓ | Review annually our compensation strategy to ensure target pay is based on market norms | | No guaranteed annual salary increases or guaranteed bonuses | | ✓ | Balance short-and long-term incentives (through annual cash bonuses and equity awards) | | No single-trigger vesting in connection with a change-in-control for equity awards | | ✓ | Maintain a compensation recovery or “clawback” policy | | No excessive executive perquisites or personal benefits | | ✓ | Use multiple performance measures to determine incentive payouts | | No hedging or pledging or speculative transaction in our securities | | ✓ | Engage independent compensation consultant | | No re-pricing of equity awards without stockholder approval | | | | | No excise tax gross-ups |
Executive Compensation Process
Executive Compensation Process Role of our Compensation Committee. The Compensation Committee is responsible for, among other things, reviewing and approving, or recommending for approval by our Board, the compensation of our executive officers and our senior management, including salary, bonus and incentive compensation levels, equity compensation (including awards to induce employment), severance arrangements, change-in-control benefits and other forms of executive officer compensation. A full description of the Compensation Committee’s role and responsibilities is in the Compensation Committee’s charter, which is available on our website. Role of Management. As a part of determining named executive officer performance and compensation, the Compensation Committee receives recommendations from our Chief Executive Officer (except with respect to his or her own compensation and performance). Our Chief Executive Officer’s performance and compensation is approved by our Board based upon the recommendation of the Compensation Committee. The evaluation of each of our named executive officers is based on our overall corporate performance against annual goals that are approved by our Board at the beginning of each year and, except with respect to our Chief Executive Officer whose evaluation is based solely on corporate performance, individual performance against pre-established annual goals, as discussed in more detail below. At the invitation of the Compensation Committee, certain members of our senior management also participate in Compensation Committee meetings to share their perspective and relevant information on topics that the Compensation Committee is discussing. Role of the Compensation Committee’s Independent Compensation Consultant. The Compensation Committee has the sole authority to retain, at our expense, one or more third-party compensation consultants to assist the committee in performing its responsibilities. The Compensation Committee may terminate the services of the consultant if the Compensation Committee deems it appropriate. The Compensation Committee utilized the services of Pearl Meyer to assist it in fulfilling its responsibilities in 2025 and 2026. Pearl Meyer was retained exclusively by the Compensation Committee and has not been retained by management to perform any work for our company other than projects performed at the direction of the Compensation Committee. Pearl Meyer provided analysis and recommendations, where applicable, regarding: •trends and emerging topics with respect to executive compensation; •peer group selection for executive compensation benchmarking; •compensation practices of the selected peer group; •compensation philosophy and programs, including risk assessment, for executives; and •stock utilization and other relevant metrics. Pearl Meyer advised the Compensation Committee on all the principal aspects of executive compensation, including executive new hire and promotion compensation arrangements. Pearl Meyer consultants attended meetings of the Compensation Committee, including executive sessions in which executive compensation issues are discussed, when requested to do so. Pearl Meyer reported to the Compensation Committee and not to management, although it met with management for purposes of gathering information for its analyses and recommendations. The Compensation Committee annually evaluates its engagement of compensation consultants, and selected Pearl Meyer to advise with respect to compensation matters based on Pearl Meyer’s industry experience and reputation, which the Compensation Committee concluded gave Pearl Meyer useful context and knowledge to advise it. The Compensation Committee has assessed the independence of Pearl Meyer pursuant to SEC and Nasdaq rules and concluded that no conflict of interest exists that would prevent Pearl Meyer from independently advising the Compensation Committee. Defining and Comparing Compensation Benchmarks. The Compensation Committee benchmarks our executive compensation against a peer group of companies to determine competitiveness and market trends. The Compensation Committee reviews the companies in our peer group annually, reviews Pearl Meyer’s recommendations regarding which companies should be included in the peer group and makes adjustments as necessary to ensure the peer group continues to properly reflect the market in which we compete for talented executives. The Compensation Committee also annually reviews the executive pay practices of other similarly situated companies as reported by Pearl Meyer through industry surveys and proxy analysis. These surveys are specific to the biopharmaceutical and biotechnology sector. The Compensation Committee requests customized reports of these surveys so that the compensation data reflect the practices of companies that are like us. The Compensation Committee considers this information when making determinations or recommendations for each element of compensation for our named executive officers. In developing the peer group of companies to inform 2025 compensation decisions, our Compensation Committee, with the assistance of Pearl Meyer, established a peer group of 20 publicly traded, national and regional companies in the biopharmaceutical industry that was selected based on two categories of companies: •preclinical or early clinical stage gene editing, gene therapy, cell therapy or rare/genetic disease companies; and •Massachusetts-based biotechnology or biopharmaceutical preclinical or early clinical stage companies that we believe we compete with for executive talent. Based on these criteria, our peer group for 2025 was comprised of the following companies:
Executive Compensation Process
Nineteen of the 20 peer companies were determined to be preclinical or early clinical stage companies focused in the gene editing, gene therapy, cell therapy or rare/genetic disease space. The peer group was reviewed for reasonableness based on the following aggregate size statistics:
Executive Compensation Process
| Company | Market Capitalization (Dollar Amounts in Millions)(1) | Number of Employees(2) | | Median Company in 2025 Peer Group | $215 | 151 | | Editas | $185 | 109 | | Editas Percentile | 35th | 30th |
Executive Compensation Process
(1)Such amounts were based on publicly available data as of December 1, 2024. (2)Most recently available public data as of December 2024, after giving effect to our reduction in workforce announced in December 2024. In evaluating the compensation of our named executive officers for 2025, Pearl Meyer also compared the compensation of select named executive officers to a broader biotechnology industry group, with a focus on public biopharmaceutical companies that were of an equivalent size as our company. The Compensation Committee believed the compensation practices of our peer group provide us with appropriate compensation benchmarks for evaluating the compensation of our named executive officers. Notwithstanding the similarities of the peer group to our company, due to the nature of our business, we compete for executive talent with many companies that are larger and more established than we are or that possess greater resources than we do, as well as with prestigious academic and non-profit institutions. Other considerations, including market factors, the experience level of the executive and the executive’s performance against established corporate goals and individual objectives, may require the Compensation Committee to vary from its historic compensation practices or deviate from its general compensation philosophy under certain circumstances. For the purposes of informing 2026 compensation decisions, the Compensation Committee, with the advice of Pearl Meyer, examined our peer group list using the criteria listed above for 2025. Based on these criteria, the Compensation Committee, with the advice of Pearl Meyer, approved the following 20 companies as our 2026 peer group:
Executive Compensation Process
________________________ *Addition to the 2026 peer group. In determining the 2026 peer group as compared to the updated 2025 peer group, the Compensation Committee removed Century Therapeutics, Inc., Generation Bio Co., and Passage Bio, Inc. due to each of their market capitalizations being outside of our desired range, Black Diamond Therapeutics, Inc. and Vor Biopharma Inc. due to each of these companies no longer being preclinical or early clinical stage companies, and Lyell Immunopharma, Inc. due to its number of employees exceeding our desired range. The Compensation Committee added to our 2026 peer group BioAge Labs, Inc. and Metagenomi, Inc. for being preclinical stage companies having a similar focus to us, and Taysha Gene Therapies, Inc., Design Therapeutics, Inc., Entrada Therapeutics, Inc., and Korro Bio, Inc. for being early clinical stage companies with a similar focus to us. The 2026 peer group size statistics presented to the Compensation Committee as part of its evaluation were as follows:
Executive Compensation Process
| Company | Market Capitalization (Dollar Amounts in Millions)(1) | Number of Employees(2) | | Median Company in 2026 Peer Group | $157 | 150 | | Editas | $204 | 110 | | Editas Percentile | 70th | 40th |
Executive Compensation Elements & Decisions
(1)Ms. Parison and Dr. Burkly were not named executive officers in 2024. (2)Reflects Ms. Parison’s annual base salary for 2025 following her promotion in March 2025 to Senior Vice President and Chief Financial Officer. Prior to her promotion, Ms. Parison’s annual base salary for 2025 was $340,000. Annual Performance-based Cash Bonus. We have designed our annual performance-based cash bonus program, which is generally guided by specified annual corporate and individual goals and contributions, to emphasize pay-for-performance and reward our named executive officers for overall corporate performance and their individual performance during the preceding year. Under the program, corporate and individual achievement are independently weighted to determine a fixed percent of the bonus payable. The annual performance-based cash bonus for our Chief Executive Officer has historically been, and continues to be, entirely based on the achievement of corporate goals and his or her target bonus amount, but the cash bonus payable to our other executive officers is based 80% on corporate achievement and 20% on individual achievement. As a result, Dr. O’Neill was eligible to receive an annual performance-based cash bonus entirely based on the achievement of corporate goals and his target bonus amount. Our Compensation Committee has the discretion to adjust upward or downward any cash incentive award as it deems appropriate. However, in constructing the goals, the Compensation Committee determined that achieving 100% of target would be challenging, and that any achievement in excess of target would be very challenging and represent a significant achievement for our company. The following formula illustrates the 2025 annual performance-based cash bonus determination for our executive officers, other than our Chief Executive Officer.
Executive Compensation Elements & Decisions
| Component Calculation | | | | | | | | Company Performance Component | 80% WeightingX | Base SalaryX | Target Bonus PercentageX | Corporate Goal Achievement Percentage | = | Company Performance Component | | Individual Performance Component | 20% WeightingX | Base SalaryX | Target Bonus PercentageX | Individual Goal Achievement Percentage | = | Individual Performance Component | | | | | | | | Total Annual Bonus Payout |
Executive Compensation Elements & Decisions
| Name | 2025 Target Bonus Percentage | | Gilmore O’Neill | 60% | | Linda C. Burkly | 45% | | Amy Parison | 40% |
Assessment
| Name | Target Bonus Amount($) | Company Performance Component($) | Individual Performance Component($) | Total Annual Performance- based Cash Bonus Earned($) | | Gilmore O’Neill | 412,268 | 375,164 | N/A(1) | 375,164 | | Linda C. Burkly | 232,909 | 169,558 | 37,265 | 206,823 | | Amy Parison | 166,000 | 120,848 | 33,200 | 154,048 |
Assessment
(1)As discussed above, the 2025 performance-based cash bonus for Dr. O’Neill was determined solely based on his 2025 target bonus amount multiplied by the percentage of achievement of our corporate goals, as determined by our Board, and pursuant to the terms of his offer letter. Equity Incentive Awards. Our equity award program is the primary long-term incentive vehicle for our executives. We believe that equity grants provide our named executive officers with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. In addition, the vesting feature of our equity grants contributes to executive retention by providing an incentive to our executives to remain employed by us during the vesting period. None of our named executive officers are currently party to an employment agreement that provides for automatic grants of equity incentive awards. Equity compensation represents the largest at-risk component of our named executive officers’ compensation arrangements. The Compensation Committee periodically reviews our equity compensation strategy to determine the appropriate mix of the type of equity awards, based in part on recommendations from Pearl Meyer, and approves, or, with respect to the Chief Executive Officer, recommends to our Board the annual equity awards to be made to our named executive officers. Prior to 2025, we used time-based stock options, time-based RSUs, and performance-based RSUs (“PSUs”) to compensate our named executive officers. However, as a result of our strategic pivot in December 2024 to a preclinical company focused on in vivo pipeline development, the Compensation Committee determined to eliminate the use of RSUs and PSUs in order to create momentum to drive long-term stockholder value and simplify the program for our employees, including our named executive officers. This change was also consistent with the equity incentive practices of our updated 2025 peer group. Accordingly, for 2025, we used only time-based stock options to compensate our named executive officers in the form of initial grants in connection with the commencement of employment and on an annual basis thereafter. The value that our named executive officers will realize with respect to the grants of time-based stock options is tied to our performance since the recipient recognizes value only if the company achieves objectives that result in recognized stockholder value and our stock price appreciates over time. These awards additionally provide retention value by vesting over a multi-year period, specifically a four-year vesting period for those annual equity grants made in 2025. The Compensation Committee believes the use of only stock option awards ensures executive and stockholder interests are aligned and promotes retention, while furthering the development of our pipeline and other related business and market-based objectives. While RSUs generally provide some value to executives, options only provide value if our stock price appreciates above the exercise price. Further, the stock options that we grant to our named executive officers with time-based vesting typically become exercisable as to 1/48th of the shares underlying the option monthly beginning after the date of grant, which generally occurs in the first quarter of the calendar year. This four-year vesting period encourages our executives to focus on long-term stockholder value creation, while also promoting retention. The exercise price of all stock options equals the fair market value of shares of our common stock on the date of grant. Prior to the exercise of an option, the holder has no rights as a stockholder with respect to the shares subject to such option, including no voting rights and no right to receive dividends or dividend equivalents. Generally, vesting for stock options ceases after termination of employment, and, unless otherwise specified in an employment offer letter or the terms of a specific grant, vested stock options may be exercised up to three months following termination of employment except in the case of death or disability. In specified termination and change in control circumstances, equity awards held by our named executive officers are subject to accelerated vesting. See “—Other Benefits—Severance and Change in Control Benefits” below for further information. In determining the size of the annual equity awards to our named executive officers, the Compensation Committee, with the assistance of Pearl Meyer, considers our company performance, individual performance, the potential for enhancing the creation of value for our stockholders, the retention value of unvested and total equity holdings for each named executive officer, the amount of equity previously awarded to the named executive officers and the vesting terms of such prior awards, our broader organizational equity needs and overall dilution, industry and peer group benchmark data, and, in the case of those officers who joined the company in the prior year, the date of hire. For benchmarking purposes, in 2025, our annual equity awards were sized based on a percentage of common stock outstanding compared to our peer group in order to prevent excessive share usage in light of our stock price at the time of the awards. The table below shows all 2025 annual equity grants to those named executive officers who were eligible to receive them.
Assessment
| Name | 2025 Annual Stock Option Awards | | Gilmore O’Neill | 828,000(1) | | Linda C. Burkly | 275,100(1) | | Amy Parison | 180,220(2) |
Assessment
(1)These stock option awards were granted on March 8, 2025 and vest over four years in equal monthly installments beginning on April 8, 2025 through March 8, 2029 and have an exercise price of $1.72 per share. (2)Ms. Parison’s stock option award amount reflects two grants, (i) a stock option award for 145,548 shares, which was granted on the same date and on the same vesting terms as the grants in footnote (1) and (ii) a stock option award for an additional 34,672 shares, which was granted on April 8, 2025 in connection with Ms. Parison’s promotion to Chief Financial Officer, and which vests over four years in equal monthly installments beginning on May 8, 2025 through May 8, 2029 and has an exercise price of $0.98 per share. In addition to the annual equity grants reflected above, the Compensation Committee awarded each of the named executive officers a special one-time option award for shares of common stock in the following amounts: Dr. O’Neill: 175,000; Dr. Burkly: 70,000; and Ms. Parison: 42,880. This special award was granted on March 8, 2025 and vests in full on the 18-month anniversary of the grant date and has an exercise price of $1.72 per share. These grants were awarded to bolster the retention of key employees during a period of significant change at the company. Other Benefits Severance and Change in Control Benefits. Our amended and restated severance benefits plan (“Severance Plan”) provides severance benefits to certain of our executives, including our named executive officers, and other employees designated by our Board or an authorized committee thereof, if their employment is terminated by us without “cause” or they terminate employment with us for “good reason” (as each of those terms is defined in the Severance Plan). Under the Severance Plan, if we terminate an eligible executive officer’s employment without cause or such executive terminates his or her employment with us for good reason more than three months prior to or more than 12 months following the closing of a change in control of our company, the executive is entitled to (a) continue receiving his or her base salary for 12 months following the date of termination (the “Severance Period”), (b) company contributions to the cost of health care continuation under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for the Severance Period, and (c) the amount of any unpaid annual bonus determined by our Board to be payable to the executive for any completed bonus period which ended prior to the date of such executive’s termination. The Severance Plan also provides that, if, within the period beginning three months prior and ending 12 months following the closing of a change in control of our company, we terminate an eligible executive officer’s employment without cause or such executive terminates his or her employment with us for good reason (each of which events, a “Change in Control Termination”), the executive is entitled to (a) continue receiving his or her base salary for a specified period (in the case of our Chief Executive Officer, for 18 months, and in the case of other C-level officers, for 12 months) following the date of termination (“Change in Control Severance Period”), (b) company contributions to the cost of health care continuation under COBRA during the Change in Control Severance Period, (c) the amount of any unpaid annual bonus determined by our Board to be payable to the executive for any completed bonus period which ended prior to the date of such executive’s termination, and (d) an additional single lump sum bonus payment in an amount equal to the multiple of (i) a fraction the numerator of which is the number of months in the Change in Control Severance Period and the denominator of which is 12 and (ii) the eligible executive’s target annual bonus amount for the year of the Change in Control Termination. In addition, in the event of a Change in Control Termination, all of the executive’s outstanding unvested equity awards will immediately vest in full on the date of such termination. All payments and benefits provided under the Severance Plan are contingent upon the execution by the executive and effectiveness of, and the executive’s continued compliance with, a severance and release of claims agreement in a form prescribed by us that will include, at a minimum, a release of all releasable claims, non-disparagement and cooperation obligations, a reaffirmation of continuing obligations under any restrictive covenant agreements between us and the executive, and an agreement, to the extent permitted by law, not to compete with us for 12 months following separation from employment with us. Please refer to “—Employment, Severance, Change in Control Arrangements, and Separation Arrangements” below for a more detailed discussion of severance and change in control benefits for our named executive officers, including certain changes with respect to the Severance Plan for Dr. O’Neill provided in his offer letter. We believe that providing these benefits helps us compete for executive talent. These benefits are designed to promote stability and continuity of our senior management and are intended to preserve employee morale and productivity and encourage retention in the face of the disruptive impact of an actual, threatened, or rumored change of control of our company. Health and Welfare Benefits. Our named executive officers are eligible to participate in all of our employee benefit plans, including our medical, dental, vision, life and disability insurance plans, in each case, on the same basis as other employees. We believe that these health and welfare benefits help ensure that we have a productive and focused workforce through reliable and competitive health and other benefits. 401(k) Retirement Plan. We maintain a 401(k) retirement plan that is intended to be a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code (the “Code”). In general, all of our employees are eligible to participate, beginning on the first day of the month following commencement of their employment. The 401(k) plan includes a salary deferral arrangement pursuant to which participants may elect to reduce their current compensation by up to the statutorily prescribed limit, equal to $24,500 in 2026 plus any amounts permitted for catch-up contributions, and have the amount of the reduction contributed to the 401(k) plan. We provide a 200% match of employee contributions under our 401(k) plan, up to a limit on our contributions of the lesser of $8,000 and 3% of the employee’s salary. Perquisites. We have not generally provided perquisites or personal benefits to our named executive officers, other than relocation and housing reimbursement and related tax-gross ups in connection with certain newly hired executives.
2026 Compensation Actions
2026 Compensation Actions Annual Salary Increase and Equity Grants. In February 2026, the Compensation Committee approved 2026 salary increases and annual stock option awards to Dr. Burkly and Ms. Parison. The Compensation Committee also recommended a 2026 salary increase and annual stock option award for Dr. O’Neill, which the Board subsequently approved. Stock Ownership Guidelines. In February 2026, upon the recommendation of the Compensation Committee, the Board terminated our stock ownership guidelines. The guidelines, which were adopted in December 2020, required that our senior management team, including all of our executive officers, and our non-employee directors hold equity having an aggregate value at least equal to a specified multiple of base salary for executive officers or base annual cash retainer for regular service on the Board for non-employee directors. At the time of adoption, the company granted the senior management team equity in the form of time-based stock options and time-based RSUs and granted non-employee directors time-based stock options. Both vested but unexercised “in-the-money” stock options and unvested time-based RSUs counted towards compliance with the ownership guidelines. In connection with the adoption of our updated 2025 peer group in January 2025 discussed above under “—Executive Compensation Elements & Decisions—Equity Incentive Awards,” we determined to eliminate the practice of awarding annual RSUs. A review of the policies and practices of the updated 2025 peer group companies indicated that none of this peer group maintained stock ownership guidelines. Further, the elimination of RSUs from our equity compensation structure, together with our reduced stock price resulting in outstanding options generally being “out of the money,” made compliance with the stock ownership guidelines challenging as we approach near-term compliance deadlines. The Compensation Committee seeks to ensure that we maintain our pay-for-performance culture and believes that options are performance-oriented equity awards, particularly with our typical four-year vesting period. The recipient of the option recognizes value only if the company achieves objectives that result in recognized stockholder value and our stock price appreciates, unlike RSUs which will generally have some value regardless of performance. Option awards also provide retention value by vesting over a multiyear period, specifically a four-year vesting period for those annual equity grants made in 2025. Accordingly, we determined to terminate the guidelines at this time, but the Compensation Committee may consider adopting new stock ownership guidelines from time to time in light of future changes to our compensation philosophy, policies and procedures.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table sets forth information regarding compensation earned by our named executive officers during the years ended December 31, 2025 and December 31, 2024.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Gilmore O’Neill, M.B., M.M.Sc. | 2025 | 686,574 | — | 1,282,937 | 375,164 | 8,980 | 2,353,655 | | President and Chief Executive Officer | 2024 | 667,100 | 1,296,544 | 2,714,038 | 440,286 | 8,900 | 5,126,868 | | Linda C. Burkly, Ph.D.(5) | 2025 | 517,169 | — | 441,417 | 206,993 | 10,810 | 1,176,389 | | Executive Vice President and Chief Scientific Officer | | | | | | | | | Amy Parison(6) | 2025 | 394,202 | — | 266,135 | 154,048 | 7,270 | 821,655 | | Senior Vice President and Chief Financial Officer | | | | | | | |
2025 Summary Compensation Table
(1)Reflects the aggregate grant date fair value of stock awards granted during the year in question calculated in accordance with the provisions of ASC Topic 718, Stock Based Compensation. See Note 12 to our audited consolidated financial statements appearing in our 2025 Annual Report for assumptions underlying the valuation of stock awards. Stock awards for Dr. O’Neill in 2024 include both RSUs and PSUs. However, his 2024 PSUs had no grant date fair value, as the achievement of such PSUs was deemed not probable at the time of grant. The grant date fair value for Dr. O’Neill’s 2024 PSUs, assuming all performance conditions are achieved, was $1,296,544. (2)Reflects the aggregate grant date fair value of option awards granted during the year in question calculated in accordance with the provisions of ASC Topic 718, Stock Based Compensation. See Note 12 to our audited consolidated financial statements appearing in our 2025 Annual Report for assumptions underlying the valuation of option awards. (3)Amounts represent bonuses paid to our named executive officers under our annual performance-based cash bonus program. Such bonuses earned during the year are typically paid in the following year. (4)All other compensation for 2025 included (i) life insurance premiums for Dr. O’Neill, Dr. Burkly, and Ms. Parison in the amount of $1,980, $3,810, and $270, respectively, and (ii) 401(k) company matching contributions in the amount of $7,000 for each of Dr. O’Neill, Dr. Burkly, and Ms. Parison. All other compensation for Dr. O’Neill in 2024 included (i) life insurance premiums in the amount of $1,900 and (ii) 401(k) company matching contributions in the amount of $7,000. (5)Dr. Burkly was not a named executive officer for 2024. Therefore, the Summary Compensation Table includes compensation information for 2025 only. (6)Ms. Parison was not a named executive officer for 2024. Therefore, the Summary Compensation Table includes compensation information for 2025 only. Ms. Parison’s initial annual base salary for 2025 was $340,000 but was increased to $415,000 in March 2025 in connection with her promotion to Senior Vice President and Chief Financial Officer.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning outstanding equity awards for each of our named executive officers at December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards(1) | | | | | Stock Awards(2) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have not Vested ($) | | Gilmore O’Neill | 6/2/2022 | 831,433 | 118,776(3) | — | 11.54 | 6/1/2032 | — | — | — | — | | | 6/2/2022 | — | — | — | — | — | 21,663(4) | 44,409 | — | — | | | 3/2/2023 | 103,125 | 46,875(5) | — | 8.72 | 3/1/2033 | — | — | — | — | | | 3/2/2023 | — | — | — | — | — | 15,625(6) | 32,031 | — | — | | | 3/2/2023 | — | — | — | — | — | — | — | 85,000(7) | 174,250 | | | 3/2/2024 | 171,544 | 220,556(8) | — | 9.92 | 3/1/2034 | — | — | — | — | | | 3/2/2024 | — | — | — | — | — | 73,519(9) | 150,714 | — | — | | | 3/2/2024 | — | — | — | — | — | — | — | 130,700(10) | 267,935 | | | 3/8/2025 | 155,250 | 672,750(11) | — | 1.72 | 3/7/2035 | — | — | — | — | | | 3/8/2025 | — | 175,000(12) | — | 1.72 | 3/7/2035 | — | — | — | — | | Linda C. Burkly | 7/24/2023 | 81,865 | 53,635(13) | — | 8.66 | 7/23/2033 | — | — | — | — | | | 7/24/2023 | — | — | — | — | — | 22,583(14) | 46,295 | — | — | | | 7/24/2023 | — | — | — | — | — | — | — | 30,112(15) | 61,730 | | | 3/2/2024 | 32,550 | 41,850(8) | — | 9.92 | 3/1/2034 | — | — | — | — | | | 3/2/2024 | — | — | — | — | — | 13,950(9) | 28,598 | — | — | | | 3/2/2024 | — | — | — | — | — | — | — | 49,600(10) | 101,680 | | | 3/8/2025 | 51,581 | 223,519(11) | — | 1.72 | 3/7/2035 | — | — | — | — | | | 3/8/2025 | — | 70,000(12) | — | 1.72 | 3/7/2035 | — | — | — | — | | Amy Parison | 9/9/2022 | 22,375 | 4,475(16) | — | 15.83 | 9/8/2032 | — | — | — | — | | | 9/9/2022 | — | — | — | — | — | 1,491(17) | 3,057 | — | — | | | 3/2/2023 | 4,188 | 1,903(5) | — | 8.72 | 3/1/2033 | — | — | — | — | | | 3/2/2023 | — | — | — | — | — | 1,228(6) | 2,599 | — | — | | | 3/2/2024 | 7,534 | 9,686(8) | — | 9.92 | 3/1/2034 | — | — | — | — | | | 3/2/2024 | — | — | — | — | — | 6,457(9) | 13,237 | — | — | | | 3/8/2025 | 27,290 | 118,258(11) | — | 1.72 | 3/7/2035 | — | — | — | — | | | 3/8/2025 | — | 42,880(12) | — | 1.72 | 3/7/2035 | — | — | — | — | | | 4/8/2025 | 5,779 | 28,893(18) | — | 0.98 | 4/7/2035 | — | — | — | — |
Outstanding Equity Awards at Fiscal Year-End
(1)All unvested stock options were granted under our 2015 Plan, except for the grant discussed in footnotes 3 and 13, which was an inducement grant approved by our Board. For information on vesting acceleration upon termination of employment, see the “—Employment, Severance, Change in Control Arrangements, and Separation Arrangements” section below. (2)All unvested RSUs and unearned PSUs were granted under our 2015 Plan. For information on vesting acceleration upon termination of employment, see the “—Employment, Severance, Change in Control Arrangements, and Separation Arrangements” section below. The market value of unvested RSUs and unearned PSUs are based on a price of $2.05 per share, which was the closing price of our common stock as reported on the Nasdaq Global Select Market on December 31, 2025, the last trading day of the fiscal year. (3)The shares underlying this option vested as to 25% of the shares on June 2, 2023 and an additional 2.0833% of the shares underlying the option vest at the end of each successive month following such date. (4)The shares underlying this RSU vest as to one-fourth of the shares on each of June 2, 2023, 2024, 2025, and 2026. (5)The shares underlying this option vest over four years in equal monthly installments beginning on April 2, 2023 through March 2, 2027. (6)The shares underlying this RSU vest over four years with 25% of the shares vesting on March 2, 2024 and the remaining 75% of the shares scheduled to vest in equal quarterly installments thereafter through March 2, 2027. (7)The shares underlying this PSU were to vest as to one-third of the shares on the achievement of certain research and development and business development milestones on or prior to March 2, 2026, provided no shares subject to this award would vest prior to the one-year anniversary of each recipient’s grant date. The PSU was forfeited on March 2, 2026 in accordance with its terms. (8)The shares underlying this option vest over four years in equal monthly installments beginning on April 2, 2024 through March 2, 2028. (9)The shares underlying this RSU vest over four years with 25% of the shares vesting on March 2, 2025 and the remaining 75% of the shares scheduled to vest in equal quarterly installments thereafter through March 2, 2028. (10)The shares underlying this PSU vest as to one-third of the shares on the achievement of certain research and development milestones on or prior to March 2, 2027, provided no shares subject to this award may vest prior to the one-year anniversary of each recipient’s grant date. (11) The shares underlying this option vest over four years in equal monthly installments beginning on April 8, 2025 through March 8, 2029. (12)The shares underlying this option vest in full on September 8, 2026. (13)The shares underlying this option vested as to 25% of the shares on July 24, 2024 and an additional 2.0833% of the shares underlying the option vest at the end of each successive month following such date. (14)The shares underlying this RSU vest as to one-fourth of the shares on each of July 24, 2024, 2025, 2026 and 2027. (15)The shares underlying this PSU were to vest as to one-third of the shares on the achievement of certain research and development and business development milestones on or prior to March 2, 2026, one of which was achieved, provided no shares subject to this award would vest prior to the one-year anniversary of each recipient’s grant date. The PSU was forfeited on March 2, 2026 in accordance with its terms. (16)The shares underlying this option vest over four years, with 25% of the shares having vested on August 1, 2023, and the remaining 75% of the shares vesting in equal monthly installments thereafter through August 1, 2026. (17)The shares underlying this RSU vest as to one-fourth of the shares on each of August 1, 2023, 2024, 2025, and 2026. (18)The shares underlying this option vest over four years, with 25% of the shares having vested on April 8, 2026 and the remaining 75% of the shares scheduled to vest in equal monthly installments thereafter through April 8, 2029.
Pay Versus Performance
Pay Versus Performance The following table sets forth compensation information for our Chief Executive Officer (“PEO” in the table) for each year and the average of the other named executive officers (“NEOs”) for each year, our cumulative total shareholder return (“TSR”), the cumulative TSR of our peer index, the Nasdaq Biotechnology Index, and our net loss for each of the years indicated. We have not used any financial performance measures in our compensation program or for comparison to any corporate goals. Our executives’ compensation is shown using the total from the Summary Compensation Table and Compensation Actually Paid (“CAP”), calculated in accordance with Item 402(v) of Regulation S-K. For detail on our executive compensation programs, see “Overview of Executive Compensation” beginning on page 31. Pay Versus Performance Table
Pay Versus Performance
| Year | Summary Compensation Table (“SCT”) Total for PEO ($) | Compensation Actually Paid to PEO ($)(1) | Average SCT Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2)(3) | Value of Initial Fixed $100 Investment Based On: | Net Loss ($)(in thousands) | | | | | | | Editas Total Shareholder Return ($)(4) | | | 2025 | 2,353,655 | 3,119,632 | 999,023 | 1,173,992 | 23.11 | (160,060) | | 2024 | 5,126,868 | (3,071,419) | 1,315,361 | (573,093) | 14.32 | (237,093) | | 2023 | 2,392,309 | 3,764,809 | 1,555,391 | 1,575,614 | 114.21 | (153,219) |
Pay Versus Performance
(1) The dollar amounts reported represent the amount of CAP to the PEO computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to any PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to PEO total compensation for each year to determine the CAP:
PEO Summary Compensation Total to CAP Reconciliation
| Year | PEO | SCT Total for PEO($) | SCT Value of Equity Awards($)(i) | Equity Award Adjustments($)(ii) | Compensation Actually Paid to PEO($) | | 2025 | Gilmore O’Neill | 2,353,655 | 1,282,937 | 2,048,914 | 3,119,632 | | 2024 | Gilmore O’Neill | 5,126,868 | 4,010,582 | (4,187,705) | (3,071,419) | | 2023 | Gilmore O’Neill | 2,392,309 | 1,351,390 | 2,723,890 | 3,764,809 |
Director Compensation
Director Compensation Under our director compensation program, we pay our non-employee directors a cash retainer for service on the Board and for each committee on which the director serves. The chair of our Board and of each committee receive higher retainers for such service. These fees are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director was not serving on our Board or the relevant committee thereof. Dr. O’Neill, our Chief Executive Officer, receives no compensation for his service as a director. The compensation earned by Dr. O’Neill during 2025 is presented in the “Summary Compensation Table” above. The fees paid in 2025 to non-employee directors for service on the Board and for service on each committee of the Board on which the director is a member were as follows:
Director Compensation
| | Member Annual Fee | Chair Annual Fee | | Board of Directors | $40,000 | $75,000 | | Audit Committee | $8,750 | $18,750 | | Organization, Leadership and Compensation Committee | $7,500 | $15,000 | | Nominating and Corporate Governance Committee | $5,000 | $10,000 | | Science and Technology Committee(1) | $5,000 | $10,000 |
Director Compensation
(1) The Board dissolved the Science and Technology Committee in December 2024. Any non-employee director serving as the Board-appointed lead independent director also receives an annual fee of $25,000, in addition to any fees such director receives for his or her service on the Board or any committees thereof. We also reimburse our non-employee directors for reasonable travel and other expenses incurred in connection with attending our Board and committee meetings. Additionally, our Board may establish other committees from time to time that include fees for both members and chairpersons, as well as per meeting fees. In addition, under our director compensation program in effect in 2025, each non-employee director received under our 2015 Plan, upon his or her initial election to our Board, a stock option having a grant date fair value of $600,000, as calculated by us in accordance with ASC Topic 718, subject to a specified maximum number of shares. Each of these options vests as to one-third of the shares of our common stock underlying such option on each anniversary of the grant date until the third anniversary of the grant date, subject to the non-employee director’s continued service as a director through such vesting date. Further, on the date of the first Board meeting held after each annual meeting of stockholders, each non-employee director that has served on the Board for at least four months receives, under our 2015 Plan, a stock option having a grant date fair value of $300,000, as calculated by us in accordance with ASC Topic 718, and subject to a specified maximum number of shares, with the terms of such option as set forth in this paragraph. Each of these options vest in full on the one-year anniversary of the grant date, subject to the non-employee director’s continued service as a director through such vesting date. All options issued to our non-employee directors under our director compensation program are issued at exercise prices equal to the fair market value of our common stock on the date of grant and become exercisable in full upon a change in control of our company. In December 2025, the Board amended the director compensation program, effective immediately, to provide that non-employee directors shall receive upon initial election to the Board an option to purchase 103,400 shares and an annual option grant to purchase 51,700 shares, replacing the previous grant date fair value amounts and related maximum numbers of shares. The cash compensation under the program was not adjusted. The following table sets forth information regarding compensation earned by our non-employee directors during the year ended December 31, 2025.
Director Compensation
| Name | Fees earned or paid in cash ($) | Option awards ($)(1) | Total ($) | | Bernadette Connaughton | 60,000 | 52,463 | 112,463 | | Andrew Hirsch | 66,250 | 52,463 | 118,713 | | Jessica Hopfield, Ph.D. | 93,750 | 52,463 | 146,213 | | Elliott Levy, M.D. | 48,750 | 52,463 | 101,213 | | David T. Scadden, M.D. | 47,500 | 52,463 | 99,963 |
Director Compensation
(1)Reflects the aggregate grant date fair value of option awards granted during the year in question calculated in accordance with the provisions of ASC Topic 718, Stock-Based Compensation. See Note 12 to our audited consolidated financial statements appearing in our 2025 Annual Report for assumptions underlying the valuation of equity awards. The aggregate number of shares of common stock underlying stock options outstanding as of December 31, 2025 and held by our non-employee directors were: Ms. Connaughton: 137,232; Mr. Hirsch: 181,728; Dr. Hopfield: 170,190; Dr. Levy: 112,500; and Dr. Scadden: 158,652.