CRISPR Therapeutics AG

To achieve our compensation objectives, we provide executives with a total compensation package consisting primarily of the following fixed and variable compensation elements:

We do not have a specific policy regarding the percentage allocation between short-term and long-term, or fixed and variable, compensation elements.

Our executive officers, including our NEOs, are also eligible to participate in our standard employee benefit plans, such as our employee stock purchase plan and retirement, health and welfare benefits plans, on the same basis as our other employees. In addition, as described below, our executive officers, including our NEOs, are entitled to certain change-in-control payments and benefits, as well as certain termination payments and benefits not in connection with a change in control.

Base Salary

We pay base salaries to our executive officers, including our NEOs, as the fixed portion of their compensation to provide them with a reasonable degree of financial certainty, and to attract and retain top-performing individuals. At the time of hire, base salaries are determined for our executive officers, including our NEOs. Typically, at the beginning of each year, the Compensation Committee reviews base salaries for our executive officers, including our NEOs, to determine if an increase is appropriate. In addition, base salaries may be adjusted in the event of a promotion or significant change in responsibilities.

2023 Base Salary

In February 2023, the Compensation Committee reviewed the base salaries of our executive officers, including our NEOs. The Compensation Committee considered the factors described above under “Executive Compensation—Compensation Discussion and Analysis—Governance of Executive Compensation Program—Compensation-Setting Factors,” including an analysis prepared by Aon. The Compensation Committee recommendation aspires to generally align the base salaries of our executive officers, including our NEOs, to the sixtieth percentile of our peer group, which

-27- resulted in varying base salary adjustments for each of our NEOs. Thereafter, the Compensation Committee recommended to the Board of Directors to adjust the annual base salaries of our NEOs as set forth below, effective as of January 1, 2023, and the Board of Directors approved that recommendation.

(1)

The actual base salaries paid to our NEOs in 2023 are set forth in the “Summary Compensation Table” below.

(2)

Dr. Prasad joined the Company as Chief Financial Officer on March 14, 2023, and his base salary was approved by the Board of Directors at that time.

(3)

Dr. Morrow resigned as our Chief Medical Officer effective as of January 26, 2024.

(4)

Mr. Smith resigned as our Chief Financial Officer effective as of March 13, 2023.

Annual Cash Bonuses

We provide short-term incentive compensation opportunities to our executive officers, including our NEOs, in the form of annual cash bonuses to drive our short-term success under our senior executive cash incentive bonus plan. The annual cash bonus review provides that:

•

the Compensation Committee will establish the annual corporate performance goals and weighting;

•

the Compensation Committee will establish a target bonus opportunity for each executive;

•

annual cash bonuses may not be paid unless and until the Compensation Committee makes a determination with respect to achievement of the annual corporate performance goals; and

•

the Compensation Committee may adjust annual cash bonuses based on individual performance, and based on such other terms and conditions as it may in its discretion determine.

The Compensation Committee may also make certain immaterial rounding adjustments to the annual cash bonuses.

Corporate Performance Goals

At the end of each year, the Compensation Committee, after reviewing management’s proposal, establishes the annual corporate performance goals that it believes will be the most significant drivers of our short-term and long-term success. The corporate performance goals include target achievement dates based on calendar quarters. The Compensation Committee then recommends to the Board of Directors that it approve of the proposed corporate performance goals. Each corporate performance goal has a percentage weighting, and may include an additional percentage weighting for overachievement, based on the Compensation Committee’s assessment of the goal’s relative significance. Each executive officer, including each NEO, is eligible to receive an annual performance-based cash bonus based primarily on achievement of corporate performance goals as assessed by our Compensation Committee and Board of Directors with adjustment for individual performance based on input on individual performance achievement from our CEO. Each executive officer, including each NEO, has a target annual bonus award amount, expressed as a percentage of each NEO’s base salary then in effect. After the fiscal year is completed, the Compensation Committee reviews actual corporate and individual performance against the stated goals (as discussed in more detail below) and determines subjectively what it believes to be the appropriate level of cash bonus, if any, for our NEOs.

As a general matter, at the end of the year for which the corporate performance goals have been established, the Compensation Committee, after reviewing management’s self-assessment, evaluates our achievement of the prior year’s corporate performance goals, and our overall success for the year, and determines the total percentage achievement level for the Company. The Compensation Committee then recommends to the Board of Directors that it approve of such percentage achievement level for the Company.

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In addition, our CEO evaluates the other executive officers’ individual performance, including the other NEOs’ individual performance, and makes recommendations for total percentage achievement level for such executive officer. Such evaluation is made, in part, by considering the performance relative to the executive officer’s functional attainments and impact on corporate goals, as well as other factors related to conformance with the Company’s core values and policies and the expected competencies and skills for the executive officer’s role. The Compensation Committee considers our CEO’s recommendations, and discusses, reviews and recommends the total percentage achievement level for each of the executive officers. The Compensation Committee then independently evaluates our CEO’s performance using similar criteria used in our CEO’s evaluation of the other executive officers. Since an executive officer’s total percentage achievement level is determined by taking the Company’s percentage achievement level for the most recently completed fiscal year together with the individual executive officer’s percentage achievement level awarded in connection with the annual performance review cycle, the total percentage achievement level for such executive officer could exceed the stated percentage achievement level for the Company. The Compensation Committee then recommends to the Board of Directors that it approve the total percentage achievement level for each executive officer, including our NEOs.

For 2023, the actual bonus amounts for our NEOs were reviewed and approved by our Compensation Committee and the Board of Directors.

Target Annual Bonuses

At the beginning of each year, the Compensation Committee reviews the annual target bonuses for our executive officers, including our NEOs and, if appropriate, makes a recommendation to the Board of Directors to adjust the annual target bonus for our NEOs. The Compensation Committee considers the factors described above and benchmarking analyses prepared by the Compensation Committee's third-party compensation consultant, with an emphasis on market data from our compensation peer group for comparable positions. Target annual bonuses represent a specific percentage of annual base salary.

2023 Target Annual Bonus

In February 2023, the Compensation Committee reviewed the target annual bonuses of our executive officers, including our NEOs. The Compensation Committee considered the factors described under “Executive Compensation—Compensation Discussion and Analysis—Primary Elements of Executive Compensation Program—Annual Cash Bonuses” above, as well as the benchmarking analyses prepared by Aon, particularly the market data from the companies in the compensation peer group. The Compensation Committee recommendation aspires to generally align the target annual bonuses of our executive officers, including our NEOs, to the sixtieth percentile of our peer group. As a result, the target annual bonus for each of our NEOs did not change in 2023 as compared to 2022. Thereafter, the Compensation Committee recommended to the Board of Directors to approve of the 2023 target annual bonuses of our NEOs below, and the Board of Directors accepted that recommendation and approved the same.

(1)

Dr. Prasad joined the Company as Chief Financial Officer on March 14, 2023, and his target annual bonus was approved by the Board of Directors at that time.

(2)

Dr. Morrow resigned as our Chief Medical Officer effective as of January 26, 2024.

(3)

Mr. Smith resigned as our Chief Financial Officer effective as of March 13, 2023.

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2023 Corporate Performance Goals

In the fourth quarter of 2022, the Compensation Committee and the Board of Directors approved our 2023 annual corporate performance goals and weightings, as summarized below.

Our executive compensation program seeks to incentivize and reward strong corporate performance. In the fourth quarter of 2023, the Compensation Committee evaluated our achievement of the 2023 corporate performance goals, considering the extent to which we had achieved each goal, the weighting established for each goal, management’s self-assessment, and our overall corporate performance in 2023. The Compensation Committee determined that we successfully exceeded the 2023 corporate performance goals, matching the 120% achievement level. Thereafter, the Compensation Committee recommended to the Board of Directors the foregoing, and the Board of Directors accepted that recommendation and approved the same.

Highlights of our 2023 corporate performance include:

Program Goals:

Hemoglobinopathies:

•

In the fourth quarter of 2023:

o

We and our partner Vertex Pharmaceuticals Incorporated, or Vertex, received first-ever approval of a CRISPR-based gene-editing therapy in the United States when the U.S. Food and Drug Administration, or FDA, approved CASGEVY™ (exagamglogene autotemcel), an autologous genome edited hematopoietic stem cell-based gene therapy indicated for the treatment of sickle cell disease in patients 12 years and older with recurrent vaso-occlusive crises.

o

CASGEVY was granted a conditional marketing authorization in Great Britain by the U.K. Medicines and Healthcare products Regulatory Agency and by the National Health Regulatory Authority in Bahrain for patients 12 years of age and older with sickle cell disease characterized by recurrent vaso-occlusive crises or TDT, for whom hematopoietic stem cell transplantation is appropriate and a human leukocyte antigen matched related hematopoietic stem cell donor is not available.

•

In the first quarter of 2024:

o

The Saudi Food and Drug Authority granted Marketing Authorization for CASGEVY for the treatment of people 12 years of age and older with SCD or TDT.

o

The FDA approved CASGEVY for the treatment of TDT in patients 12 years and older.

o

The European Commission granted conditional marketing authorization to CASGEVY for the treatment of patients who are 12 years of age and older with SCD characterized by recurrent vaso-occlusive crises or TDT, for whom hematopoietic stem cell, or HSC, transplantation is appropriate and a human leukocyte antigen matched related HSC donor is not available.

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Immuno-oncology:

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Continued to advance multiple clinical development programs within our wholly-owned allogenic CRISPR/Cas9 gene-edited immuno-oncology portfolio:

o

Focusing on the development of next-generation investigational, allogeneic CAR T product candidates, CTX112 and CTX131, targeting CD19 and CD70, respectively, which incorporate two novel gene edits—knock-out of Regnase-1 and transforming growth factor-beta receptor type 2 —that have the potential to enhance CAR T potency and reduce CAR T exhaustion.

Regenerative Medicine:

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In March 2023, we and Vertex entered into a non-exclusive license agreement pursuant to which we agreed to license to Vertex, on a non-exclusive basis, certain of our gene editing intellectual property to exploit certain products for the diagnosis, treatment or prevention of diabetes type 1, diabetes type 2 or insulin dependent / requiring diabetes throughout the world. We received a $100.0 million upfront payment from Vertex in connection with entering the agreement and are eligible to receive milestone payments from Vertex of up to $230.0 million, in the aggregate and inclusive of a $70.0 million research milestone achieved in the second quarter of 2023.

In vivo:

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Advancing wholly-owned and partnered programs, includingin vivo gene editing programs for both rare and common diseases.

o

Cardiovascular disease

▪

Initiated a Phase 1 clinical trial of CTX310 targeting angiopoietin-related protein 3 (ANGPTL3).

▪

Initiated a Phase 1 clinical trial of CTX320 targeting lipoprotein(a) (Lp(a)).

o

Pursuing additional delivery technologies, including adeno-associated virus vectors, or AAV, and further advancements to nanoparticle technology, for delivery to hematopoietic stem cells, the central nervous system, and other extrahepatic tissues.

Platform & Capabilities:

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We continued to build and enhance our scientific and manufacturing capabilities, including continued focus on CRISPR-X's innovative research to develop next-generation editing modalities, such as technologies to enable whole gene correction and insertion without requiring homology-directed repair or viral delivery of DNA (for example, all-RNA gene correction, non-viral delivery of DNA and novel gene insertion techniques).

G&A Goals:

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We continued to build and advance certain strategic partnerships and alliances and manage our operations in a fiscally-responsible manner.

2023 Annual Cash Bonuses

In the first quarter of 2024, the Compensation Committee considered our CEO’s recommendations with respect to our executive officers, including our other NEOs, individual performance for 2023 and independently evaluated the same for each executive officer, including our CEO using similar criteria used in our CEO’s evaluation of the other executive officers. Thereafter, the Compensation Committee recommended to the Board of Directors the total percentage achievement level based on corporate performance goals and individual performance for each of our executive officers, including our other NEOs, and the Board of Directors accepted that recommendation and approved the same. For fiscal year 2023, our Board of Directors determined that the individual performance of each of Dr. Kulkarni, Dr. Prasad and Mr. Kasinger for 2023 merited a total percentage achievement level that equaled 120% the stated percentage achievement level of the Company, based on individual impact on corporate goals, individual

-31- competencies and skills, demonstrated leadership and embodiment of our core way of working: collaborative, undaunted, entrepreneurial, and results-oriented. Mr. Smith departed the Company in March 2023 and Dr. Morrow departed the Company in January 2024, accordingly, they were not eligible to receive a bonus for 2023.

The table below sets forth the target annual cash bonus for each NEO who was eligible to earn a bonus, and the actual bonus amount earned by such NEO, for 2023.

(1)

Dr. Prasad joined the Company as Chief Financial Officer on March 14, 2023. As a result, his target annual and annual cash bonuses were prorated for the year.

(2)

Dr. Morrow resigned as our Chief Medical Officer effective as of January 26, 2024. As a result, she was not eligible to receive a bonus for 2023.

(3)

Mr. Smith resigned as our Chief Financial Officer effective as of March 13, 2023. As a result, he was not eligible to receive a bonus for 2023.

Long-Term Incentive Compensation

We view long-term incentive compensation in the form of equity awards as an important element of our executive compensation program. The value of equity awards is directly related to share price appreciation over time, which incentivizes our executive officers to achieve long-term corporate goals and create long-term value for our shareholders. Equity awards also help us attract and retain top-performing executive officers in a competitive market.

Consistent with the practice of our peer group companies, we grant our employees, including our NEOs, a mix of stock options and RSUs. At the time of hire, equity awards are granted to our executive officers, including our NEOs. In addition, during our annual employee performance cycle, as a general practice, we grant a mix of equity awards to employees, including our NEOs, twice yearly with the initial award made during the third or fourth quarter of the year for which the equity grant is awarded and the remainder of the annual equity grant is awarded during the first quarter of the following year. We believe granting equity awards bi-annually will better deliver a more consistent equity value to our employees. As a general practice, the first tranche of awards are comprised of 100% stock options and equate roughly to one-third of a typical annual option grant and the second tranche of awards are comprised of a mix of equity awards roughly equating to two-thirds of a typical annual option grant, as well as restricted stock units adjusted for performance. For more information on our equity award grant policy, see “Executive Compensation—Compensation Discussion and Analysis—Other Compensation Policies and Practices—Equity Award Grant Policy” below.

At the beginning of each year, the Compensation Committee typically reviews the equity awards for our executive officers, including our NEOs, and determines, based upon performance in the prior year, the amounts of the second tranche of annual equity awards it deems reasonable and appropriate based on the factors described above under “Executive Compensation—Compensation Discussion and Analysis—Governance of Executive Compensation Program—Compensation-Setting Factors”, as well as the benchmarking analyses prepared by the Compensation Committee's third-party compensation consultant. In addition, the Compensation Committee may deem it advisable to grant subsequent equity awards to our executive officers (including our NEOs), in the event of a promotion, significant change in responsibilities, recognition for achievement of other performance milestones, recognition of other contributions to the Company, or for purposes of retention. See, for example, the complete list of equity awards granted to our NEOs in 2023 described below in the “Grants of Plan-Based Awards for Fiscal Year 2023” table, as well as additional information contained below under “Executive Compensation—Compensation Discussion and Analysis—Primary Elements of Executive Compensation Program—Retention-focused RSUs.”

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2023-2024 Annual Equity Awards Based on 2023 Performance

(1)

The stock options vest, and become exercisable, over a four-year period, with 1/48 th of the underlying shares vesting on a monthly basis after the vesting commencement date, so that all of the underlying shares will be vested on the date four years after the vesting commencement date, subject to continuous service to us or any of our subsidiaries.

(2)

Under applicable SEC reporting rules, all awards granted in March 2024 will not be reported in the compensation tables below, but rather will be reported in the compensation tables in the Company’s proxy statement in 2025 with respect to 2024 compensation.

(3)

Restricted stock units are subject to time-based vesting criteria established by the Compensation Committee. Vesting terms for restricted stock units granted in 2023 are described in the footnotes to the “Outstanding Equity Awards at December 31, 2023” table below. Restricted stock units granted in March 2024 will vest annually over four years. In addition, information regarding certain retention-focused awards granted in 2023 are not included in this table, but are described under “Executive Compensation—Compensation Discussion and Analysis—Primary Elements of Executive Compensation Program—Retention-focused RSUs” below.

(4)

The equity incentive awards summarized above for Dr. Kulkarni reflect an award of 52,500 stock options granted in October 2023, 105,000 stock options granted in March 2024 and 78,500 restricted stock units granted in March 2024.

(5)

The equity incentive awards summarized above for Dr. Prasad reflect an award of 13,832 stock options granted in October 2023, as well as an award of 36,168 stock options and 25,000 restricted stock units granted in March 2024. In addition, Dr. Prasad received an award of 40,000 restricted stock units and 100,000 stock options in connection with the commencement of his employment in March 2023. See the"Grants of Plan-Based Awards for Fiscal Year 2023"table below for more information.

(6)

The equity incentive awards summarized for Mr. Kasinger reflect an award of 16,667 stock options granted in October 2023, as well as an award of 33,333 stock options and 25,000 restricted stock units granted in March 2024.

(7)

The equity incentive awards summarized above for Dr. Morrow reflect an award of 16,667 stock options granted in October 2023. Dr. Morrow resigned as our Chief Medical Officer effective as of January 26, 2024, and accordingly was not eligible to receive a second tranche of equity awards in March 2024 based on her 2023 performance. See the “Summary Compensation Table” below for more information.

(8)

Mr. Smith resigned as our Chief Financial Officer effective as of March 13, 2023 and, accordingly, was not eligible to receive equity awards based on 2023 performance. See the “Summary Compensation Table” below for more information.

Retention-focused RSUs

A primary goal of our executive compensation program is to attract, motivate and retain our senior executives. The Compensation Committee believes that it is in the best interests of our shareholders to maintain a disciplined, yet flexible executive compensation program that is capable of reinforcing and periodically encouraging retention and focus on shareholder value creation without distraction. Moreover, continuity amongst key executive officers is critical to the operation of our business and our ability to consistently deliver key milestones for our programs. We believe that equity grants with time-based vesting features promote executive retention because this feature incentivizes our executive officers to remain in our employment during the vesting period.

In October 2023, the Compensation Committee, in consultation with Alpine, recommended to the Board of Directors, and the Board of Directors approved, the grant of retention equity awards to certain executive officers in the form of time-based restricted stock units. Dr. Kulkarni was granted 25,000 restricted stock units and Mr. Kasinger was granted 6,340 restricted stock units. Each such award vests in three equal annual installments on the anniversary of the grant date, subject to continued service to us or any of our subsidiaries. Since Drs. Prasad and Morrow recently joined our company, in March 2023 and May 2022, respectively, and each received a new hire award at such time, the Compensation Committee determined a retention equity award was not required.

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Additionally, we believe that equity grants with performance-based vesting features serve as an appropriate motivational and retention vehicle for our CEO. Accordingly, to drive continued accountability during this critical phase for our company and deliver shareholder return, the Compensation Committee recommended to the Board of Directors, and the Board of Directors approved, the grant of 150,000 performance stock units with service- and market-based vesting conditions to Dr. Kulkarni. Dr. Kulkarni is eligible to receive between zero and 150,000 common shares at the end of a three-year service period based upon achieving a specified average stock price for a defined period of time and his continued service to us or any of our subsidiaries. Specifically, performance-based restricted stock units (the “PSUs”) are eligible to be earned (the “Earned PSUs”) based upon the percentage increase in our stock price (based upon the average closing share price on the Nasdaq Global Market over a thirty trading day period over the grant date price of $75.85), with four escalating percentage increase targets (10%, 15%, 25% and 35%). An equal amount of shares are allotted to each of the four tranches. One hundred percent of the Earned PSUs will vest on the first trading day on or following the third anniversary of the grant date, subject to Dr. Kulkarni’s continued service to us or any of our subsidiaries through such vesting date. The Compensation Committee included such delayed vesting to further foster retention and alignment with shareholder interest. Under the terms of the award, any PSUs that are not earned on or before August 16, 2025 shall be forfeited and be null and void as of such date. In the event of a sale event (as such term is defined in the applicable award agreement), (i) if the sale event occurs prior to the third anniversary of the grant date, the number of PSUs earned that have not become Earned PSUs prior to the date of the sale event shall be the greater of (x) the number of PSUs earned based upon the achievement of the applicable percentage increase over the grant day price as of the consummation of such sale event, and (y) 75,000 shares and (ii) any unvested Earned PSUs (including any PSUs earned upon consummation of the sale event) will vest and become nonforfeitable upon the date of such sale event.