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.

2024 Base Salary

In February 2024, the Compensation Committee reviewed the base salaries of our executive officers, including our NEOs. The Compensation Committee considered the factors described above under “Executive Compensation—Compensation Discussion and Analysis—Governance of Executive Compensation Program—Compensation-Setting Factors,” including an analysis prepared by Alpine. The Compensation Committee recommendation aspires to generally align the base salaries of our executive officers, including our NEOs, to approximately the fiftieth percentile of our peer group. Thereafter, the Compensation Committee recommended to the Board of Directors to adjust the annual base salaries of our NEOs as set forth below, effective as of January 1, 2024, and the Board of Directors approved that recommendation.

(1)

The actual base salaries paid to our NEOs in 2024 are set forth in the “Summary Compensation Table” below.

(2)

Ms. Bruno was not considered a NEO in 2023. Ms. Bruno was promoted to our Chief Operating Officer on May 23, 2024. From January 1, 2024 to May 23, 2024, Ms. Bruno’s base salary was $394,050. Ms. Bruno's base salary increased to $460,000 upon

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(3)

Dr. Patel joined the Company as Chief Medical Officer on May 28, 2024. His base salary was approved by the Board of Directors at that time.

Annual Cash Bonuses

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

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

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

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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

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

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

Corporate Performance Goals

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

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

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

For 2024, the actual bonus amounts for our NEOs were reviewed and approved by our Compensation Committee and the Board of Directors.

Target Annual Bonuses

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

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2024 Target Annual Bonus

In February 2024, the Compensation Committee reviewed the target annual bonuses of our executive officers, including our NEOs. The Compensation Committee considered the factors described under “Executive Compensation—Compensation Discussion and Analysis—Primary Elements of Executive Compensation Program—Annual Cash Bonuses” above, as well as the benchmarking analyses prepared by Alpine, particularly the market data from the companies in the compensation peer group. The Compensation Committee recommendation aspires to generally align the target annual bonuses of our executive officers, including our NEOs, to approximately the fiftieth percentile of our peer group. The target annual bonus for each of our NEOs did not change in 2024 as compared to 2023. Thereafter, the Compensation Committee recommended to the Board of Directors to approve of the 2024 target annual bonuses of our NEOs below, and the Board of Directors accepted that recommendation and approved the same.

(1)

Ms. Bruno was promoted to our Chief Operating Officer on May 23, 2024. From January 1, 2024 to May 23, 2024, Ms. Bruno’s target annual bonus percentage was 40%. Ms. Bruno’s target annual bonus percentage upon her promotion was adjusted to 45% and approved by the Board of Directors at that time.

(2)

Dr. Patel joined the Company as Chief Medical Officer on May 28, 2024. His target annual bonus was approved by the Board of Directors at that time.

2024 Corporate Performance Goals

In the fourth quarter of 2023, the Compensation Committee and the Board of Directors approved our 2024 annual corporate performance goals and weightings, as summarized below.

Our executive compensation program seeks to incentivize and reward strong corporate performance. In the fourth quarter of 2024, the Compensation Committee evaluated our achievement of the 2024 corporate performance goals, considering the extent to which we had achieved each goal, the weighting established for each goal, management’s self-assessment, and our overall corporate performance in 2024. The Compensation Committee determined that we achieved meaningful corporate goals during 2024 and exceeded our base 2024 corporate performance goals. Thereafter, the Compensation Committee recommended to the Board of Directors the foregoing, including the approval of up to 125% achievement level, and the Board of Directors accepted that recommendation and approved the same.

Highlights of our 2024 corporate performance include:

Program Goals:

Hemoglobinopathies:

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In 2023, we and our partner Vertex Pharmaceuticals Incorporated, or Vertex, received the landmark first approval of a CRISPR-based therapy, CASGEVY® (exagamglogene autotemcel [exa-cel]), including in the United States for severe sickle cell disease. In 2024, CASGEVY was approved for the treatment of eligible patients 12 years and older with severe sickle cell disease or transfusion-dependent beta thalassemia in the following additional jurisdictions: the European Union, Canada, Switzerland, Kingdom of Saudi Arabia, Kingdom of Bahrain, and the United Arab Emirates, as well as for transfusion-dependent beta-thalassemia in the United States.

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We continue to advance its internally developed targeted conditioning program through preclinical studies, as well as are conducting ongoing research to enable in vivo editing of hematopoietic stem cells.

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CAR T (Immuno-oncology and Autoimmune Diseases):

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Continued to advance several cell therapy programs for oncology and/or autoimmune indications, including two next-generation allogeneic CAR T programs, CTX112 targeting Cluster of Differentiation 19 and CTX131 targeting Cluster of Differentiation 70:

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Clinical trial of CTX112 in adult patients with relapsed or refractory B-cell malignancies who have received at least two prior lines of therapy is ongoing.

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In December 2024, we presented positive data from this clinical trial at the 2024 American Society of Hematology Annual Meeting. The data demonstrated strong efficacy comparable to autologous therapies, a tolerable safety profile, and robust cell expansion.

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Additional data presented in January 2025 from this clinical trial highlight responses in patients who have received prior T-cell engager-based therapies (TCEs), with responses observed in all 6 patients, including 3 with large B-cell lymphoma, who either relapsed post-TCE treatment or were refractory to TCEs.

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In the fourth quarter 2024, CTX112 was awarded Regenerative Medicine Advanced Therapy designation by the FDA for the treatment of relapsed or refractory follicular lymphoma and marginal zone lymphoma.

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Expanded ongoing clinical trial of CTX112 in adult patients with systemic lupus erythematosus to include systemic sclerosis and inflammatory myositis in a basket study.

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Clinical trials for CTX131 in both solid tumors and hematologic malignancies are ongoing.

Regenerative Medicine:

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Progress in regenerative medicine continues with the ongoing clinical trial for CTX211 in type 1 diabetes, along with the development of next-generation programs.

In vivo:

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

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Cardiovascular disease

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Clinical trial of CTX310 targeting angiopoietin-related protein 3 (ANGPTL3) in patients with heterozygous familial hypercholesterolemia, homozygous familial hypercholesterolemia, mixed dyslipidemias, or severe hypertriglyceridemia is ongoing.

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Clinical trial of CTX320 targeting LPA, the gene encoding apo(a), a critical component of Lp(a) in patients with elevated Lp(a), is ongoing.

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Progress preclinical programs through IND/CTA-enabling studies.

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.

2024 Annual Cash Bonuses

In the first quarter of 2025, the Compensation Committee considered our Chief Executive Officer’s recommendations with respect to the individual performance for 2024 of our executive officers, including our other NEOs, and independently evaluated the same for each executive officer, including our Chief Executive Officer, using similar criteria used in our Chief Executive Officer’s evaluation of the other executive officers. Thereafter, the Compensation Committee recommended to the Board of Directors the total percentage achievement level based on corporate performance goals and individual performance for each of our executive officers, including our other NEOs, and the Board of Directors accepted that recommendation and approved the same. For fiscal year 2024, our Board of Directors determined that the individual performance of each of Dr. Kulkarni, Dr. Prasad, Ms. Bruno, Mr. Kasinger and Dr. Patel for 2024 merited a total percentage achievement level that equaled 122%, based on individual impact to corporate goals, individual competencies and skills, demonstrated leadership and embodiment of our core way of working: collaborative, undaunted, entrepreneurial, and results-oriented.

The table below sets forth the target annual cash bonus for each NEO who was eligible to earn a bonus, and the actual bonus amount earned by such NEO, for 2024.

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(1)

Ms. Bruno was promoted to our Chief Operating Officer on May 23, 2024. As a result, her base salary and target annual cash bonus percentage were adjusted at such time, and her 2024 target annual cash bonus is based upon her as-adjusted base salary and target bonus percentage.

(2)

Dr. Patel joined the Company as Chief Medical Officer on May 28, 2024. As a result, each of his target annual cash bonus and actual annual cash bonus was prorated for the year.

Long-Term Incentive Compensation

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

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

At the beginning of each year, the Compensation Committee typically reviews the equity awards for our executive officers, including our NEOs, and determines, based upon performance in the prior year, the amounts of the second tranche of annual equity awards it deems reasonable and appropriate based on the factors described above under “Executive Compensation—Compensation Discussion and Analysis—Governance of Executive Compensation Program—Compensation-Setting Factors”, as well as the benchmarking analyses prepared by the Compensation Committee’s third-party compensation consultant. In addition, the Compensation Committee may deem it advisable to grant subsequent equity awards to our executive officers (including our NEOs), in the event of a promotion, significant change in responsibilities, recognition for achievement of other performance milestones, recognition of other contributions to the Company, or for purposes of retention. See, for example, the complete list of equity awards granted to our NEOs in 2024 described below in the “Grants of Plan-Based Awards for Fiscal Year 2024” table, as well as additional information contained below under “Executive Compensation—Compensation Discussion and Analysis—Primary Elements of Executive Compensation Program—Retention of Executive Leadership Team.”

2024-2025 Annual Equity Awards Based on 2024 Performance

(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 2025 will not be reported in the compensation tables below, but rather will be reported in the compensation tables in the Company’s proxy statement in 2026 with respect to 2025 compensation.

(3)

Restricted stock units are subject to time-based vesting criteria established by the Compensation Committee. Vesting terms for restricted stock units granted in 2024 are described in the notes to the “Outstanding Equity Awards at December 31, 2024” table below. Restricted stock units granted in March 2025 will vest annually over four years. In addition, information regarding certain retention-focused awards granted in 2024 are not included in this table, but are described under “Executive

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Compensation—Compensation Discussion and Analysis—Primary Elements of Executive Compensation Program—Retention of Executive Leadership Team” below.

(4)

The equity incentive awards summarized above for Dr. Kulkarni reflect an award of 55,000 stock options granted in October 2024, 110,000 stock options granted in March 2025 and 82,500 restricted stock units granted in March 2025.

(5)

The equity incentive awards summarized above for Dr. Prasad reflect an award of 18,333 stock options granted in October 2024, as well as an award of 36,666 stock options and 27,500 restricted stock units granted in March 2025.

(6)

The equity incentive awards summarized above for Ms. Bruno reflect an award of 18,333 stock options granted in October 2024, 36,666 stock options granted in March 2025 and 27,500 restricted stock units granted in March 2025. In addition, Ms. Bruno received an award of 20,000 restricted stock units in connection with her promotion to Chief Operating Officer in May 2024. See the “Grants of Plan-Based Awards for Fiscal Year 2024” table below for more information.

(7)

The equity incentive awards summarized for Mr. Kasinger reflect an award of 18,333 stock options granted in October 2024, as well as an award of 36,666 stock options and 27,500 restricted stock units granted in March 2025.

(8)

The equity incentive awards summarized above for Dr. Patel reflect an award of 18,333 stock options granted in October 2024, 46,667 stock options granted in March 2025 and 32,500 restricted stock units granted in March 2025. In addition, Dr. Patel received an award of 85,000 stock options and 40,000 restricted stock units in connection with the employment agreement entered into in May 2024. See the “Grants of Plan-Based Awards for Fiscal Year 2024”table below for more information.

Retention of Executive Leadership Team

A primary goal of our executive compensation program is to attract, motivate and retain our executive leadership team. The Compensation Committee believes that it is in the best interests of our shareholders to maintain a disciplined, yet flexible, executive compensation program that is focused on reinforcing and encouraging retention of our executive officers. Moreover, the Compensation Committee believes that continuity amongst our executive leadership team is critical to the operation of our business, our ability to consistently deliver key corporate performance objectives, and our ability to focus on shareholder value creation without distraction. On an ongoing basis, the Compensation Committee, in consultation with its independent compensation advisor, Alpine, and the Board of Directors, evaluates the overall compensation packages for the Company’s executive leadership team to assess the need for retention in light of specific circumstances facing the Company. Given the Company’s stage of development, the Compensation Committee and the Board of Directors believe that equity grants with time-based vesting features best promote executive retention because this feature incentivizes our executive leadership team to remain at the Company during the vesting period. However, in certain instances, equity grants with performance-based vesting features serve as an appropriate motivational and retention vehicle for certain members of our executive management team. See, for example, the “Outstanding Equity Awards at Fiscal Year End” table below for information regarding certain retention-focused awards granted in prior years, including performance-based restricted stock units granted to Dr. Kulkarni in August 2022.

Retention of Chief Executive Officer

In the first half of 2024, the Board of Directors and Compensation Committee engaged in a series of informal discussions about succession planning matters and the expected needs of the Company through the next phase of the Company’s development. Recognizing Dr. Kulkarni’s leadership and impact to date as Chief Executive Officer and with the belief and expectation that his continued leadership over the next several years will benefit the Company and its shareholders, the Board of Directors and Compensation Committee had ongoing discussions regarding additional ways to retain Dr. Kulkarni as Chief Executive Officer and to incentivize him to lead the Company through this next phase. As a result of those discussions, the Compensation Committee engaged Alpine to assist in structuring a potential retention grant for Dr. Kulkarni.

In connection with this engagement, Alpine undertook a detailed and holistic assessment of Dr. Kulkarni’s current total equity ownership in the Company including (i) Dr. Kulkarni’s then-current equity position in the Company (both on a percentage basis and total value) and taking into account common shares that Dr. Kulkarni purchased in 2015 when he joined the Company, both in absolute terms and relative to chief executive officers of peer group companies; (ii) the vesting schedules of Dr. Kulkarni’s outstanding equity awards with a focus on the remaining vesting period and potential value of unvested equity awards; and (iii) an evaluation of various elements of Dr. Kulkarni’s August 2022 performance-based retention equity award. Alpine also evaluated potential structures for a retention equity grant, including various equity instruments, amounts, vesting periods, vesting schedules, potential acceleration triggers and potential performance criteria. In addition, Alpine and the Compensation Committee considered fluctuations and volatility in the market generally, biotech sector and gene-editing sector specifically and the likelihood of depressed value in the overall equities market for a sustained period of time, as well as price decline for the Company’s shares as a direct result of overall market forces.

Following discussions and in consultation with Dr. Treco (in his capacity as Lead Independent Director and chair of the Nominating Committee), the other independent directors of the Board and Alpine, the Compensation Committee determined that a time-based award was most appropriate to accomplish the Compensation Committee’s retentive objective, drive continued accountability during this critical phase for our Company and deliver shareholder value. While the Compensation Committee considered granting a potential performance-based award, given the lack of meaningful performance criteria for the stage of development of the Company and the volatility of current market conditions, it determined that a performance-based equity award would not adequately achieve a retentive purpose. Accordingly, the Compensation Committee recommended to the Board of Directors a retention equity award grant of 400,000 restricted stock units to Dr. Kulkarni, which vests in four equal annual installments on the anniversary of the grant date, subject to his continued service to the Company or any of its subsidiaries. In making such recommendation, the Compensation Committee believed Dr. Kulkarni’s total equity holding in the Company should be in line with the fiftieth percentile of peers at benchmark companies, and it considered, among other relevant factors, (i) Dr. Kulkarni’s tenure with the Company (9 years; 6.5 years as Chief Executive Officer);

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(ii) the fact that Dr. Kulkarni was promoted to Chief Executive Officer (and not appointed) and that, as a general matter, promotion equity grants tend to be made at below market levels; (iii) a review of Dr. Kulkarni’s equity ownership in the Company and that, at his current level, Dr. Kulkarni fell between the 25 th and 50 th percentile of peers at benchmark companies; (iv) a review of Dr. Kulkarni’s equity holdings including that he had acquired equity when the Company was private, that a meaningful amount of the value of his equity holdings were granted several years ago (at the then-prevailing prices) and substantially vested; and (v) the likelihood that the performance stock award granted to Dr. Kulkarni in August 2022 will not meaningfully achieve its intended retentive purpose because it is unlikely that all or any meaningful portion of it would vest before the end of the measurement period in August 2025 (and no portion of that award had vested as of July 2024). Following such recommendation from the Compensation Committee, the Board of Directors approved Dr. Kulkarni’s retention equity award in September 2024, effective in October 2024 as part of the first tranche of equity awarded in connection with our annual employee performance review cycle, as more fully described under “Executive Compensation—Compensation Discussion and Analysis—Primary Elements of Executive Compensation Program—Long-Term Incentive Compensation” above.

Retention of Other Executive Officers

In addition, in the third quarter of 2024, the Compensation Committee, in consultation with Alpine, recommended to the Board of Directors, and the Board of Directors approved, the grant of retention equity awards to certain other executive officers in the form of time-based restricted stock units in an effort to incentivize such executives continued employment with the Company through the next phase of the Company’s development and as a result of their individual impact and leadership to date. The Compensation Committee and independent members of the Board of Directors believe the leadership of Dr. Prasad and Mr. Kasinger are also important to lead the Company through the next phase of the Company’s development. Accordingly, Dr. Prasad was granted 15,000 restricted stock units and Mr. Kasinger was granted 30,000 restricted stock units. Each such award vests in full on the third anniversary of the grant date, subject to continued service to us or any of our subsidiaries.