Editas Medicine Inc
For the period ended Apr 15, 2025. Filed Apr 15, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 15, 2025 · Filed Apr 15, 2025
Contents
Proxy Statement Summary
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 2025 Annual Meeting of Stockholders Via Live Webcast
8:30 a.m., Eastern Time, on Thursday, May 29, 2025 Access to Live Webcast: www.virtualshareholdermeeting.com/EDIT2025
How to Vote Prior to the Annual Meeting
| By mailing your Proxy Card | By telephone | By Internet |
|---|---|---|
| Cast your ballot, sign your proxy card and send by free post | Dial toll-free 24/7 1-800-690-6903 | Visit 24/7 www.proxyvote.com |
| Mark, sign and date your proxy card and return it in the postage-paid envelope included in your proxy materials. Your proxy card must arrive by May 28, 2025. | Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern Time, on May 28, 2025. Have your proxy card in hand when you call and then follow the instructions. | Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern Time, on May 28, 2025. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. |
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.
| More Information | Board of Directors Recommendation | ||
| PROPOSAL 1: | Election of Two Class III Directors | Page 11 | FOR each nominee |
|---|---|---|---|
| PROPOSAL 2: | Advisory Vote on Executive Compensation | Page 54 | FOR |
| PROPOSAL 3: | Advisory Vote on Frequency of Future Executive Compensation Advisory Votes | Page 55 | “CHOICE 1”(EVERY YEAR) |
| PROPOSAL 4: | Approval of the Amendment and Restatement of our 2015 Stock Incentive Plan | Page 56 | FOR |
| PROPOSAL 5: | Approval of an amendment to the Restated Certificate of Incorporation | Page 68 | FOR |
| PROPOSAL 6: | Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025 | Page 70 | FOR |
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. 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.
The Nominating and Corporate Governance Committee and our Board are committed to regularly considering the feedback received from our stockholders and other stakeholders during our engagements to determine what further actions, if any, should be taken in the best interest of our company and its stockholders. We intend to continue our stockholder outreach following the filing of this Proxy Statement with the SEC, to seek support for our annual meeting proposals and to solicit additional feedback regarding governance, compensation and other matters of importance to our stockholders.
Our current governance practices include the following:
| Corporate Governance Best Practices | |||
|---|---|---|---|
| ü | Separate Board chair and chief executive officer | ü | Active governance-focused outreach to stockholders |
| ü | All directors are independent, other than our chief executive officer | ü | Mandatory retirement age of 75 |
| ü | 100% independence among members of Audit, Compensation and Nominating and Corporate Governance Committees | ü | Maintain a compensation clawback policy compliant with Nasdaq listing standards |
| ü | Commitment to Board refreshment, with a robust director nominee selection process | ü | Robust executive and non-employee director Stock Ownership Guidelines |
| ü | Annual self-evaluation of Board and committees, including assessment of individual directors | ü | Director commitments (overboarding) policy limiting the number of public-company boards on which our directors serve |
| ü | Annual evaluation of chief executive officer by independent directors | ü | No shareholder rights plan (i.e., no “poison pill”) |
| ü | Regular executive sessions of independent directors | ||
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 III Directors.”
| DirectorSince · Independent · Other Public Company Boards | |||||
|---|---|---|---|---|---|
| Name and Occupation · Age* · Yes · No · Committee Memberships* | |||||
| Jessica HopfieldPrincipal at J Hopfield Consulting | 60 | 2018 | X† | AuditNominating (Chair) | 2 |
| David T. ScaddenGerald and Darlene Jordan Professor of Medicine at Harvard University | 72 | 2019 | X | Compensation | 2 |
*As of April 1, 2025
† Serves as Board Chair
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.
| Compensation Highlights | |
|---|---|
| Significant portion of named executive officers’ target compensation is performance-based◦Approximately 87% for CEO◦Approximately 76% for other named executive officers | Annual performance-based cash bonus program for other named executive officers tied 80% to corporate achievement and 20% to individual achievement |
| Annual performance-based cash bonus program for chief executive officer tied 100% to corporate achievement | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.