Editas Medicine Inc

This summary highlights information related to topics discussed throughout this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Attend our 2024 Annual Meeting of Stockholders Via Live Webcast

8:30 a.m., Eastern Time, on Thursday, May 30, 2024 Access to Live Webcast: www.virtualshareholdermeeting.com/EDIT2024

How to Vote Prior to the Annual Meeting

Please note that the Annual Meeting will be held virtually, via live webcast, rather than in-person. To attend the Annual Meeting, you will need the 16-digit control number located on your Notice, on your proxy card or on the instructions that accompanied your proxy materials.

If you attend the Annual Meeting, you may vote your shares electronically during the Annual Meeting even if you have previously returned your proxy card or completed your proxy by phone or on the Internet. Stockholders wishing to vote their shares electronically during the Annual Meeting should refer to the Notice for instructions regarding voting electronically during the Annual Meeting.

Cast Your Vote Right Away

Please cast your vote right away on all of the proposals listed below to ensure that your shares are represented.

Governance Highlights

We are committed to strong corporate governance and the regular review of our corporate governance practices to continue building on our success and long-term stockholder value.

Annual Stockholder Engagement and Governance Review

As part of our regular governance practice review, we conduct a robust stockholder outreach program to solicit and understand our stockholders’ perspectives on our practices and to better understand the reasons for their votes. We also engage with certain proxy advisory firms to understand their governance policies and related vote recommendations. Our Board and the Nominating and Corporate Governance Committee of our Board consider feedback received from this effort and other input from our stakeholders in determining what further governance actions, if any, are in the best interest of our company and its stockholders.

During the second half of 2023, we solicited feedback from institutional investors representing approximately 50% of our outstanding shares to seek input on a variety of corporate governance and other issues that may impact our business. Resulting discussion topics included our corporate strategy and recent business development efforts, board skills and leadership, and the director commitments policy we adopted in 2023 in response to investor feedback. Please see “Corporate Governance—Stockholder Engagement” for additional information on the key topics discussed as part of our engagements and our responses thereto.

Following our 2023 Annual Stockholder Meeting, we determined that the results for one nominee to our Board may have been negatively impacted by concerns regarding certain of the anti-takeover provisions in our governing documents (including our classified board structure and supermajority voting requirements to amend our governing documents), which we are aware are disfavored by proxy advisory firms and some institutional investors. Each year our Nominating and Corporate Governance Committee reviews our governance framework, including our anti-takeover provisions, in light of best practices, industry trends, stockholder feedback, and other specific characteristics or circumstances of our company at the time. The Nominating and Corporate Governance Committee also considers the prevalence of the anti-takeover provisions among companies of similar size and maturity in our industry. Following the most recent such review, our Nominating and Corporate Governance Committee determined that our company and its stockholders are, at this time, best served by maintaining the current classified board structure, stockholder voting standards, and other corporate defensive measures, which are common among our peer group.

We do not maintain these provisions lightly, but we believe that they add stability to our Board and our company, providing us with appropriate flexibility and time to implement our strategy and progress our clinical programs over the next several years, which we believe will increase stockholder value. We remain committed to evaluating these measures on an annual basis to ensure that our governance strategy appropriately evolves as we mature and grow and continues to best serve our stockholders.

Enhanced Cybersecurity Risk Management

In light of the continued risk posed by cybersecurity incidents that may compromise our information, disrupt our business and expose us to liability, we took a number of actions in 2023 to enhance our cybersecurity risk management strategy and governance. Our Audit Committee remains responsible for overseeing our cybersecurity risk management policies and processes, and we amended the Audit Committee charter in November 2023 to more clearly delineate this authority. In furtherance of this responsibility, the Audit Committee meets with management and members of our information technology department, including our Head of Information Security, not less than twice per year to assess our cybersecurity risks and to evaluate the status of our cybersecurity efforts.

In 2023, we also established a cross-functional Cybersecurity Incident Response Team chaired by our Head of Information Security, who has approximately 20 years of cybersecurity expertise, including more than 15 years working in information security with the U.S. Federal Reserve System. This team consists of senior-level functional leaders, with appropriate members of our executive leadership team added on an ad hoc basis as necessary for any particular threat or incident. The team is responsible for safeguarding the confidentiality, integrity, and availability of our critical information assets and protecting against cyber threats through establishing a proactive and effective incident response program, fostering a culture of security awareness, and ensuring the continuous improvement of our incident response capabilities. In the event of a cyber security incident, the team is responsible for the swift detection, containment, and mitigation of and recovery from such incident to minimize business disruption, protect intellectual property, and maintain the trust of our stakeholders.

Director Nominees

The following table provides summary information regarding our three director nominees. For detailed information about each nominee’s background and areas of expertise, please see “Proposal No. 1—Election of Three Class II Directors.”

*As of April 16, 2024

Executive Compensation Highlights

Our executive compensation program is designed to support business performance and drive long-term stockholder value. Below are certain business highlights and related highlights of our executive compensation program.