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Editas Medicine, Inc.

For the period ended Apr 28, 2026. Filed Apr 28, 2026.

View on SEC.gov

About 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 28, 2026 · Filed Apr 28, 2026

EDIT$2.57+0.8%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

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 2026 Annual Meeting of Stockholders Via Live Webcast

Wednesday, June 17, 2026 at 8:30 a.m., Eastern Time Access to Live Webcast: www.virtualshareholdermeeting.com/EDIT2026

How to Vote Prior to the Annual Meeting

By mailing your Proxy CardBy telephoneBy Internet
Cast your ballot, sign your proxy card and send by free postDial toll-free 24/7 1-800-690-6903Visit 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 June 16, 2026.Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern Time, on June 16, 2026. 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 June 16, 2026. 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 InformationBoard of Directors Recommendation
PROPOSAL 1:Election of Two Class I DirectorsPage 11FOR each nominee
PROPOSAL 2:Advisory Vote on Executive CompensationPage 59FOR
PROPOSAL 3:Ratification of the Appointment of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026Page 60FOR

Select Business Highlights

In January 2023, we announced our strategy to become a leader inin vivo gene editing, leveraging cutting edge gene editing technology to deliver transformative therapies that simplify the usability for patients, minimize the burdens to patients and healthcare systems, and are meaningfully differentiated from the current standards of care. Following scientific breakthroughs by our team, we accelerated this strategy in December 2024 by transitioning to a fullyin vivo focused preclinical company with the intent of achievingin vivo human proof-of-concept within approximately two years.

In 2025, we began to see the fruits of this decision, as indicated by the below highlights.

Cardiovascular. In September 2025 we announced the nomination of our leadin vivo development candidate, EDIT-401, an experimental, potential best-in-class, one-time therapy designed to treat elevated levels of LDL-cholesterol (“LDL-C”), or hyperlipidemia, through upregulation of the LDL receptor. In preclinical studies in non-human primates, EDIT-401 has achieved LDL-C reductions exceeding 90%.

Hemoglobinopathies. Leveraging our differentiated approach from our former reni-cel program, in January 2025, we announcedin vivo preclinical proof-of-concept data of editing hematopoietic stem cells (“HSC”) in non-human primates, a key step in developing anin vivo treatment for sickle cell disease and transfusion-dependent beta thalassemia, and continued to optimize candidates for our HSC program.

Other cells and tissues. We advanced our “plug ‘n play” lipid nanoparticle (“LNP”) platform, which is designed to enable targeted delivery ofin vivo gene editing medicines to multiple cells and tissues. In the liver, using this LNP platform enables us to develop new therapies by only reprogramming guide RNAs for specific liver targets. For extrahepatic delivery, our LNP platform enables us to target multiple tissues through the substitution of different targeting ligands conjugated to the LNP.

In addition, through the use of our at-the-market offering facility and continued financial discipline, we extended our cash runway into the third quarter of 2027, placing us in a strong position to build on our achievements in 2025 and drive EDIT-401 toward upcoming milestones.

The following summarizes our current research programs and disease areas:

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 create 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 stockholders and other stakeholders in determining what further governance actions, if any, are in the best interest of our company and our 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:

Board IndependenceBoard Refreshment
•Supermajority of independent directors•Commitment to Board refreshment, with a robust director nominee selection process
•Separate Board chair and CEO roles
•100% independent Board committees•Mandatory retirement age of 75
•Regular executive sessions of independent directors•Corporate Governance Guidelines codify our commitment to include a diverse range of qualified professionals from which Board nominees are chosen
•Annual Board and committee evaluations
•Overboarding limits for directors
Stockholder Rights and InterestsRobust Governance Practices
•Annual “say-on-pay” vote•Board-level oversight of material enterprise risks
•One single voting class of common stock•Proactive annual stockholder engagement program that includes director participation•No shareholder rights plan (i.e., no “poison pill”)•Management gives periodic reports to the Board or its Committees on cybersecurity risks•Clawback policy and clawback provisions in equity award agreements•Prohibition on hedging and pledging shares of company stock by executive officers and 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 I Directors.”

DirectorSince · Independent · Other Public Company Boards
Name and Occupation · Age* · Yes · No · Committee Memberships*
Bernadette ConnaughtonFormer President Intercontinental of Bristol Myers Squibb Company672021XCompensation (Chair)Nominating1
Elliott LevyVenture Partner at 5AM Venture Management, LLC672023XAudit1

*As of April 20, 2026

Executive Compensation Highlights

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

Compensation Highlights
Significant portion of named executive officers’ target compensation is performance-based (see below chart)◦Approximately 73% for CEO◦Approximately 54% for other named executive officersAnnual 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 achievementDemonstrating our pay for performance culture, our Board determined that our corporate objectives were achieved at 91% of target for purposes of our performance-based cash bonus program. See “Executive Compensation—Overview of Executive Compensation—Executive Compensation Elements & Decisions” for a discussion of the Board’s considerations

2025 Executive Target Compensation Mix

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, Linda C. Burkly, Ph.D., our Chief Scientific Officer, and Amy Parison, our Chief Financial Officer. Please see “Executive Compensation—2025 Summary Compensation Table” for amounts actually earned by each of them.

(1)Ms. Parison’s initial base annual 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 base annual salary following promotion has been annualized.

Transition to All Options in Executive Equity Award Program

In connection with our acceleration from a clinical-stage company with bothin vivoandex vivo programs to a fullyin 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

Stockholder Outreach

We are committed to strong corporate governance and the regular review of our corporate governance practices to continue building on our success and to create long-term stockholder value. As part of our regular corporate 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 2025, we solicited feedback from institutional investors holding approximately 35% of our outstanding shares, and received feedback from investors holding approximately 12% of our outstanding shares. Our integrated engagement team included our Chief Financial Officer, our General Counsel, the head of our human resources team, and our investor relations team, and in certain engagements the chair of our Compensation Committee participated. We discussed numerous topics of stockholder interest, including our most recent “say on pay” vote results, corporate strategy, corporate governance, board skills and leadership, and other matters.

Highlights of Engagement Regarding Executive Compensation
What We HeardOur 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.
Highlights of Engagement Regarding Governance Matters
What We HeardOur Response
Corporate Defensive Measures. Stockholders expressed a desire for us to consider certain changes to our corporate defensive measures, including our classified board structure and certain supermajority voting requirements.•Each year our Nominating and Corporate Governance Committee reviews our governance posture in light of best practices, industry trends, stockholder feedback, and other specific characteristics or circumstances of our company at the time. The committee also considers the prevalence of the corporate defensive measures among companies of similar size and maturity in our industry. •Following this review, the 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 and are designed to enable the Board to ensure that any strategic transaction appropriately values the company and its assets. •The Nominating and Corporate Governance Committee will continue to evaluate these measures on an annual basis.
Director Skills. Stockholders discussed whether our current Board composition aligns with our strategy.•The Nominating and Corporate Governance Committee periodically evaluates the Board’s composition, expertise, and experience to ensure that current directors complement and enhance the Board’s effectiveness.•Our current directors reflect a diverse set of backgrounds and skills, including research and development experience in genomic medicines, strategic and business development experience, and audit and financial expertise. •The Nominating and Corporate Governance Committee believes that the current composition of the Board reflects the experience and expertise appropriate to set and evaluate our strategic objectives and oversee the company.
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