Document

DEF 14A 1 bluebirdbioinc2021proxy1.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

______________________________________________

Filed by the Registrant x Filed by a party other than the Registrant ¨

Check the appropriate box:


¨			Preliminary Proxy Statement

¨			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x			Definitive Proxy Statement

¨			Definitive Additional Materials

¨			Soliciting Material Pursuant to §240.14a-12

bluebird bio, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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April 30, 2021

Dear Stockholder:

You are cordially invited to attend the 2021 Annual Meeting of Stockholders of bluebird bio, Inc. We intend to hold the Annual Meeting on June 15, 2021 at 8.30 a.m. EDT. In light of the ongoing COVID-19 pandemic, for the safety of all our stockholders and personnel, and taking into account the various federal, state and local health guidance that have been issued, we have determined that the Annual Meeting will be held in a virtual meeting format only via the Internet, with no physical in-person meeting. You will be able to attend and participate in the Annual Meeting online by visiting the meeting center at www.virtualshareholdermeeting.com/BLUE2021 and entering your control number found on your enclosed proxy card, where you will be able to listen to the Annual Meeting live, submit questions and vote. As always, we encourage you to vote your shares prior to the annual meeting.

Details regarding admission to the Annual Meeting and the business to be conducted are more fully described in the accompanying Notice of Annual Meeting and Proxy Statement.

At this Annual Meeting, the agenda includes the election of three Class II directors for three-year terms, the approval of executive compensation by a non-binding advisory vote, the recommendation, by non-binding advisory vote, on the frequency of future non-binding advisory votes on executive compensation, the approval of an amendment to our 2013 Employee Stock Purchase Plan, and the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.

Under Securities and Exchange Commission rules, we are providing access to the proxy materials for the Annual Meeting to stockholders via the Internet. Accordingly, you can access the proxy materials and vote at www.proxyvote.com. Instructions for accessing the proxy materials and voting are described below and in the Notice of Annual Meeting that you received in the mail. Your vote is very important. Whether or not you plan to attend the Annual Meeting, please carefully review the enclosed proxy statement and then cast your vote, regardless of the number of shares you hold. If you are a stockholder of record, you may vote over the Internet, by telephone, or, if you request to receive a printed set of the proxy materials, by completing, signing, dating and mailing the accompanying proxy card in the return envelope. Submitting your vote via the Internet or by telephone or proxy card will not affect your right to vote at the Annual Meeting if you decide to attend the Annual Meeting virtually. If your shares are held in street name (held for your account by a broker or other nominee), you will receive instructions from your broker or other nominee explaining how to vote your shares, and you will have the option to cast your vote by telephone or over the Internet if your voting instruction form from your broker or nominee includes instructions and a toll-free telephone number or Internet website to do so. In any event, to be sure that your vote will be received in time, please cast your vote by your choice of available means at your earliest convenience.

We hope that you will join us on June 15, 2021. Your continuing interest in bluebird is very much appreciated.


			Sincerely,

			Nick Leschly President & Chief Executive Officer

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS


Date			June 15, 2021
Time			8:30 a.m. Eastern Time
Virtual Meeting			This year's Annual Meeting will be a virtual meeting via live webcast on the internet at www.virtualshareholdermeeting.com/BLUE2021.
Record Date			April 19, 2021. Only stockholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting.
Purpose			•To elect John O. Agwunobi, M.D., Daniel S. Lynch and William R. Sellers, M.D. as Class II members of the Board of Directors, to serve until the Company’s 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified;
			•To hold a non-binding advisory vote on the compensation paid to the Company’s named executive officers;
			•To hold a non-binding advisory vote on the frequency of future non-binding advisory votes on the compensation paid to the Company's named executive officers;
			•To approve an amendment to the 2013 Employee Stock Purchase Plan;
			•To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021; and
			•To transact any other business that may properly come before the meeting or any adjournment thereof.
Proxy Voting			If you are a stockholder of record, please vote via the Internet or, for shares held in street name, please submit the voting instruction form you receive from your broker or nominee, as soon as possible so your shares can be voted at the Annual Meeting. You may submit your voting instruction form by mail. If you are a stockholder of record, you may also vote by telephone or by submitting a proxy card by mail. If your shares are held in street name, you will receive instructions from your broker or other nominee explaining how to vote your shares, and you may also have the choice of instructing the record holder as to the voting of your shares over the Internet or by telephone. Follow the instructions on the voting instruction form you received from your broker or nominee.
Corporate Headquarters			60 Binney Street, Cambridge, MA 02142


			By order of the Board of Directors,

			Jason F. Cole, Secretary

Cambridge, Massachusetts

April 30, 2021

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on June 15, 2021:

The Notice of 2021 Annual Meeting of Stockholders, proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, are available at investor.bluebirdbio.com.

BLUEBIRD BIO, INC.

60 BINNEY STREET

CAMBRIDGE, MASSACHUSETTS 02142

PROXY STATEMENT

FOR THE 2021 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 15, 2021

AT 8:30 AM EDT

GENERAL INFORMATION

When are this proxy statement and the accompanying materials scheduled to be sent to stockholders?

We have elected to provide access to our proxy materials to our stockholders via the Internet. Accordingly, on or about April 30, 2021, we will begin mailing a Notice of Internet Availability of Proxy Materials and the proxy materials, including the Notice of 2021 Annual Meeting of Stockholders, this proxy statement and accompanying proxy card or, for shares held in street name (held for your account by a broker or other nominee), voting instruction form, and the Annual Report on Form 10-K for the year ended December 31, 2020 will be made available to stockholders on the Internet on the same date.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission (SEC), we are providing access to our proxy materials over the Internet rather than printing and mailing the proxy materials. We believe electronic delivery will expedite the receipt of materials and will help lower our costs and reduce the environmental impact of our annual meeting materials. Therefore, a Notice of Internet Availability will be mailed to holders of record and beneficial owners of our common stock starting on or around April 30, 2021. The Notice of Internet Availability will provide instructions as to how stockholders may access and review the proxy materials, including the Notice of Annual Meeting, proxy statement, proxy card and Annual Report on Form 10-K, on the website referred to in the Notice of Internet Availability or, alternatively, how to request that a copy of the proxy materials, including a proxy card, be sent to them by mail. The Notice of Internet Availability will also provide voting instructions. In addition, stockholders of record may request to receive the proxy materials in printed form by mail or electronically by e-mail on an ongoing basis for future stockholder meetings. Please note that, while our proxy materials are available at the website referenced in the Notice of Internet Availability, and our Notice of Annual Meeting, proxy statement and Annual Report on Form 10-K are available on our website, no other information contained on either website is incorporated by reference in or considered to be a part of this document.

Who is soliciting my vote?

The Board of Directors of bluebird bio, Inc. is soliciting your vote for the 2021 Annual Meeting of Stockholders.

When is the record date for the Annual Meeting?

The Board has fixed the record date for the Annual Meeting as of the close of business on April 19, 2021.

How many votes can be cast by all stockholders?

A total of 67,447,548 shares of our common stock were outstanding on April 19, 2021, and entitled to be voted at the meeting. Each share of common stock is entitled to one vote on each matter.

How do I vote?

If you are a stockholder of record and your shares are registered directly in your name, you may vote:

•By Internet. Access the website of our tabulator, Broadridge, at: www.proxyvote.com, using the voter control number printed on the furnished proxy card. Your shares will be voted in accordance with your instructions. You must specify how you want your shares voted or your Internet vote cannot be completed and you will receive an error message. If you vote on the Internet, you may also request electronic delivery of future proxy materials.

•By Telephone. Call 1-800-690-6903 toll-free from the U.S., U.S. territories and Canada, and follow the instructions on the enclosed proxy card. Your shares will be voted in accordance with your instructions. You must specify how you want your shares voted or your telephone vote cannot be completed.

•By Mail. Complete and mail a proxy card in the enclosed postage prepaid envelope to Broadridge. Your proxy will be voted in accordance with your instructions. If you sign and return the enclosed proxy but do not specify how you want your shares voted, they will be voted FOR the director nominees named herein to our Board, FOR the non-binding advisory resolution approving the compensation of the named executive officers, for holding a non-binding advisory vote on the compensation of our named executive officers ONCE every year, FOR the approval of the amendment to the 2013 Employee Stock Purchase Plan, and FOR the ratification of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021 and will be voted according to the discretion of the proxy holder upon any other business that may properly be brought before the meeting and at all adjournments and postponements thereof. If you are mailed or otherwise receive or obtain a proxy card or voting instruction form, and you choose to vote by telephone or by Internet, you do not have to return your proxy card or voting instruction form.

•In Person (virtually). If you are a stockholder of record, you may vote in person (virtually) at the Annual Meeting.

Whether or not you plan to attend the meeting, we urge you to vote by proxy.

If your shares of common stock are held in street name (held for your account by a broker or other nominee):

•By Internet or By Telephone. You will receive instructions from your broker or other nominee if you are permitted to vote by Internet or telephone.

•By Mail. You will receive instructions from your broker or other nominee explaining how to vote your shares.

•In Person (virtually). As a beneficial owner, you are invited to attend (virtually) the Annual Meeting. However, since you are not a stockholder of record, you may not vote your shares in person (virtually) at the Annual Meeting unless you request and obtain a legal proxy from the organization that holds your shares.

What are the Board’s recommendations on how to vote my shares?

Our Board recommends a vote:

Proposal 1: FOR election of the three Class II director nominees (page 6)

Proposal 2: FOR the non-binding advisory resolution approving the compensation of our named executive officers (page 19)

Proposal 3: for holding the non-binding advisory vote on the compensation of our named executive officers ONCE every year (page 20)

Proposal 4: FOR the approval of the amendment to the 2013 Employee Stock Purchase Plan (page 53)

Proposal 5: FOR ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm (page 58)

Who pays the cost for soliciting proxies?

We will pay the cost for the solicitation of proxies by the Board. The solicitation of proxies will be made primarily by mail and through Internet access to materials. Proxies may also be solicited personally, by telephone, fax or e-mail by employees of bluebird without any remuneration to such individuals other than their regular compensation. We will also reimburse brokers, banks, custodians, other nominees and fiduciaries for forwarding these materials to their principals to obtain the authorization for the execution of proxies. We have engaged Innisfree M&A Incorporated to assist in the

solicitation of proxies and provide related advice and informational support, for a services fee, plus customary expense disbursements, which are not expected to exceed $50,000 in total.

Will my shares be voted if I do not return my proxy?

If your shares are registered directly in your name, your shares will not be voted if you do not vote over the Internet, by telephone, by returning your proxy or by ballot at the Annual Meeting. If your shares are held in street name, your bank, broker or other nominee may under certain circumstances vote your shares if you do not timely return your proxy. Banks, brokers and other nominees can vote customers’ unvoted shares on routine matters, but cannot vote such shares on non-routine matters. If you do not timely return a proxy to your bank, broker or other nominee to vote your shares, your bank, broker or other nominee may, on routine matters, either vote your shares or leave your shares unvoted. Your bank, broker or other nominee cannot vote your shares on any non-routine matter. The election of directors (Proposal 1), the non-binding advisory vote on executive compensation (Proposal 2), the non-binding advisory vote on the frequency of future non-binding votes on executive compensation (Proposal 3) and the approval of the amendment to the 2013 Employee Stock Purchase Plan (Proposal 4) are non-routine matters. The ratification of the appointment of our independent registered public accounting firm (Proposal 5) is a routine matter. We encourage you to provide voting instructions to your bank, broker or other nominee by giving your proxy to them. This ensures that your shares will be voted at the Annual Meeting according to your instructions. You should receive directions from your bank, broker or other nominee about how to submit your proxy to them at the time you receive this proxy statement.

Can I change my vote?

You may revoke your proxy at any time before it is voted by notifying the Secretary in writing, by returning a signed proxy with a later date, by transmitting a subsequent vote over the Internet or by telephone prior to the close of the Internet voting facility or the telephone voting facility, or by attending the Annual Meeting and voting in person (virtually). If your stock is held in street name, you must contact your broker or nominee for instructions as to how to change your vote.

How is a quorum reached?

The presence, in person or by proxy, of holders of at least a majority of the total number of outstanding shares entitled to vote is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Shares held of record by stockholders or brokers, bankers or other nominees who do not return a signed and dated proxy or attend the Annual Meeting in person will not be considered present or represented at the Annual Meeting and will not be counted in determining the presence of a quorum. Abstentions and broker non-votes, if any, will be counted for purposes of determining whether a quorum is present for the transaction of business at the meeting.

What vote is required to approve each item and how are votes counted?

Votes cast by proxy or in person at the Annual Meeting will be counted by the persons appointed by bluebird to act as tabulators for the meeting. The tabulators will count all votes FOR and AGAINST, abstentions, frequency votes, and broker non-votes, as applicable, for each matter to be voted on at the Annual Meeting. Abstentions and broker non-votes are not counted as votes cast and, therefore, do not have the effect of votes in opposition to such proposals. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.

Proposal 1 – Election of three Class II director nominees

For the election of the three Class II director nominees, each director nominee presented must be elected by a majority of the votes cast in person or by proxy at the Annual Meeting. Director nominees are elected by a majority vote for non-contested director elections. Because the number of director nominees properly nominated for the Annual Meeting does not exceed the number of positions on the Board to be filled by election at the Annual Meeting, this election of directors is non-contested. To elect a director nominee to the Board, the votes cast FOR the director nominee must exceed the votes cast AGAINST. Only FOR and AGAINST votes will affect the outcome. Abstentions will have no effect on the voting of Proposal 1. Proposal 1 is a non-routine matter. Therefore, if your shares are held by your bank, broker or other nominee in street name and you do not vote your shares, your bank, broker or other nominee cannot vote your shares on Proposal 1. Shares held in street name by banks, brokers or nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal 1 will not be counted as votes FOR or AGAINST any director nominee and will be treated as broker non-votes. As a result, broker non-votes will have no effect on the voting of Proposal 1.

Proposal 2 – Non-binding advisory vote on executive compensation

For the non-binding advisory vote on executive compensation, the votes cast FOR must exceed the votes cast AGAINST to approve, on a non-binding advisory basis, the compensation of our named executive officers. Only FOR and AGAINST votes will affect the outcome. Abstentions will have no effect on the voting of Proposal 2. Proposal 2 is a non-routine matter. Therefore, if your shares are held by your bank, broker or other nominee in street name and you do not vote your shares, your bank, broker or other nominee cannot vote your shares on Proposal 2. Shares held in street name by banks, brokers or nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal 2 will not be counted as votes FOR or AGAINST the proposal and will be treated as broker non-votes. As a result, broker non-votes will have no effect on the voting of Proposal 2.

Proposal 3 – Non-binding advisory vote on the frequency of future non-binding advisory votes on executive compensation

A plurality of votes casts is necessary for the approval of the non-binding advisory vote on the frequency of future non-binding advisory votes on the compensation of our named executive officers (Proposal 3). This means that the option that receives the most votes will be recommended by the stockholders to the Board. Abstentions and broker non-votes are not counted for the advisory vote on frequency of future non-binding advisory votes on our executive compensation and, therefore, will have no effect on the outcome of this Proposal 3. Proposal 3 is a non-routine matter. Therefore, if your shares are held through a broker, those shares will not be voted in this Proposal 3 unless you affirmatively provide the broker with instructions on how to vote on this Proposal 3.

Proposal 4 – Approval for the amendment to the 2013 Employee Stock Purchase Plan

For the approval of the amendment to the 2013 Employee Stock Purchase Plan, the votes cast FOR must exceed the votes cast AGAINST to approve the increase in the number of shares authorized for issuance under the 2013 Employee Stock Purchase Plan. Only FOR and AGAINST votes will affect the outcome. Abstentions will have no effect on the voting of Proposal 4. Proposal 4 is a non-routine matter. Therefore, if your shares are held by your bank, broker or other nominee in street name and you do not vote your shares, your bank, broker or other nominee cannot vote your shares on Proposal 4. Shares held in street name by banks, brokers or nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal 4 will not be counted as votes FOR or AGAINST the proposal and will be treated as broker non-votes. As a result, broker non-votes will have no effect on the voting of Proposal 4.

Proposal 5 – Ratification of selection of Ernst & Young LLP as our independent registered public accounting firm

For the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for our 2021 fiscal year, the votes cast FOR must exceed the votes cast AGAINST. Only FOR and AGAINST votes will affect the outcome. Abstentions will have no effect on the voting of Proposal 5. Proposal 5 is a routine matter. Therefore, if your shares are held by your bank, broker or other nominee in street name and you do not vote your shares, your bank, broker or other nominee may vote your shares on Proposal 5.

If there are insufficient votes to approve Proposal(s) 1, 2, 3, 4 or 5, your proxy may be voted by the persons named in the proxy to adjourn the Annual Meeting in order to solicit additional proxies in favor of the approval of such proposal. If the Annual Meeting is adjourned or postponed for any purpose, at any subsequent reconvening of the meeting, your proxy will be voted in the same manner as it would have been voted at the original convening of the Annual Meeting unless you withdraw or revoke your proxy. Your proxy may be voted in this manner even though it may have been voted on the same or on any other matter at a previous session of the Annual Meeting.

Could other matters be decided at the Annual Meeting?

bluebird does not know of any other matters that may be presented for action at the Annual Meeting. Should any other business come before the meeting, the persons named on the enclosed proxy will have discretionary authority to vote the shares represented by such proxies in accordance with their best judgment. If you hold shares through a broker, bank or other nominee as described above, they will not be able to vote your shares on any other business that comes before the Annual Meeting unless they receive instructions from you with respect to such matter.

What happens if the meeting is postponed or adjourned?

Your proxy may be voted at the postponed or adjourned meeting. You will still be able to change your proxy until it is voted.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K, that we expect to file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

What does it mean if I receive more than one proxy card or voting instruction form?

It means that you have multiple accounts at the transfer agent or with brokers. Please complete and return all proxy cards or voting instruction forms to ensure that all of your shares are voted.

Who should I call if I have any additional questions?

If you hold your shares directly, please call Jason F. Cole, Secretary of the Company, at (339) 499-9300. If your shares are held in street name, please contact the telephone number provided on your voting instruction form or contact your broker or nominee holder directly.

PROPOSAL 1

ELECTION OF DIRECTORS

In accordance with Delaware law and our certificate of incorporation and By-laws, our Board is divided into three classes of approximately equal size. The members of each class are elected to serve a three-year term with the term of office of each class ending in successive years. John O. Agwunobi, M.D., Daniel S. Lynch and William R. Sellers, M.D. are the directors whose terms expire at this Annual Meeting. Each of John O. Agwunobi, M.D., Daniel S. Lynch and William R. Sellers, M.D. has been nominated for and has agreed to stand for re-election to the Board to serve as a Class II director of the Company until the 2024 Annual Meeting and until his or her successor is duly elected.

Our By-laws provide for a majority voting standard for the election of directors in uncontested elections, which provides that to be elected, a director nominee must receive a greater number of votes FOR his or her election than votes AGAINST such election. The number of votes cast with respect to that director’s election excludes abstentions and broker non-votes with respect to that director’s election. In contested elections where the number of director nominees exceeds the number of directors to be elected, the voting standard will be a plurality of the shares present in person or by proxy and entitled to vote. If a director nominee who already serves as a director is not elected and no successor is elected, the resignation policy in our Corporate Governance Guidelines provides that such director will offer to tender his or her resignation to the Board. Our Nominating and Corporate Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether to take some other action. The Board will act on the Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision within 90 days from the date of the certification of the election results.

It is intended that, unless you give contrary instructions, shares represented by proxies solicited by the Board will be voted for the election of the three director nominees listed below. We have no reason to believe that any director nominee will be unavailable for election at the Annual Meeting. In the event that one or more director nominees is unexpectedly not available to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors to be elected at the Annual Meeting. Information relating to each director nominee and for each continuing director, including his or her period of service as a director of bluebird, principal occupation and other biographical material is shown below. Pursuant to the By-laws, the Board has fixed the number of directors at nine as of the date of this year’s Annual Meeting of Stockholders. Due to David Schenkein's resignation from the Board effective January 9, 2021, we currently have a vacancy on the Board. Vacancies on the Board are filled exclusively by the affirmative vote of a majority of the remaining directors, even if less than a quorum is present, and not by the stockholders. Your proxy cannot be voted for a greater number of persons than the number of director nominees named in this proxy statement.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE

FOR

EACH OF THESE DIRECTOR NOMINEES FOR CLASS II DIRECTOR:

JOHN O. AGWUNOBI, M.D.

DANIEL S. LYNCH

WILLIAM R. SELLERS, M.D.

(PROPOSAL 1 ON YOUR PROXY CARD)

CORPORATE GOVERNANCE

Board Composition

We currently have eight directors and the terms of office of the directors are divided into three classes:


			Class I			Term expiring 2023
			Class II			Term expiring 2024
			Class III			Term expiring 2022

At each Annual Meeting, the successors to directors whose terms will then expire shall serve from the time of election and qualification until the third Annual Meeting following election and until their successors are duly elected and qualified. A resolution of the Board may change the authorized number of directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of the Board may have the effect of delaying or preventing changes in control or management of our company.

Our directors as of April 19, 2021 are as set forth below.

CLASS II DIRECTOR NOMINEES:


John O. Agwunobi, M.D.
Other Current Board Experience:						Previous Board Experience within the Last Five Years:
Herbalife Nutrition Institute (HLF)						Magellan Health Inc. (MGLN)
U.S. African Development Foundation (private)
Professional Highlights:
Since April 2020, Dr. Agwunobi has served as Chief Executive Officer and Chairman of Herbalife Nutrition Institute. Previously, Dr. Agwunobi served as Chief Health and Nutrition Officer at Herbalife, responsible for training, education, science strategy and product development since 2016. He has also served as Co- President of Herbalife since May 2018. Prior to joining Herbalife, Dr. Agwunobi was an independent consultant, advising a number of privately-held health-related companies, including serving as an advisory board member of Shopko Stores Operating Co., LLC on behalf of the private equity firm Sun Capital Partners. From September 2007 to April 2014, Dr. Agwunobi served as Senior Vice President and President of Health and Wellness for Wal-Mart (NYSE: WMT) in the United States where he grew the business and provided insight and advice on the company’s health reform position. From December 2005 to September 2007, he served as the Assistant Secretary of Health for the U.S. Department of Health and Human Services, where he was responsible for disease prevention and health promotion. His responsibilities included the oversight of the Centers for Disease Control, National Institute of Health, the U.S. Food and Drug Administration, the Office of the U.S. Surgeon General, and numerous other public health offices and programs.
Key Qualifications and Expertise:
Dr. Agwunobi has significant experience as a senior executive and board member in the health and wellness field. In addition, he has deep expertise in public health programs and governmental agencies relevant to the healthcare industry, from his prior service and experience with the public sector. The insights he has developed from these roles provides our Board with important perspectives on the issues facing our company.


Daniel S. Lynch
Other Current Board Experience:						Previous Board Experience within the Last Five Years:
Omega Alpha Spac (OMEG)						BIND Biosciences, Inc. (BIND)
SpringWorks Therapeutics (SWTX)						Proclara Biosciences, Inc. (private)
Xilio Therapeutics, Inc. (private)						Sesen Bio, Inc (SESN)
Blueprint Medicines Corporation (BPMC) Not standing for re-election; term expiring in June 2021						Surface Oncology, Inc. (SURF)
Translate Bio, Inc. (TBIO) Not standing for re-election; term expiring in June 2021
Professional Highlights:
Mr. Lynch joined Third Rock Ventures, L.P., or Third Rock, as an entrepreneur-in-residence in May 2011, and became a Venture Partner in May 2013, and now he is a Senior Advisor. Previously, Mr. Lynch served as Chief Executive and Chief Financial Officer of ImClone Systems Corporation, or ImClone. As ImClone’s Chief Executive Officer, he led ImClone through a significant turnaround, helping to restore the company’s reputation and to secure FDA approval of ERBITUX (Cetuximab), a novel cancer treatment. As its Chief Financial Officer, Mr. Lynch led negotiations to form the major partnership between ImClone and BMS. Earlier in his career, he served in various financial positions at BMS over a 15-year tenure. He served on the board of directors and the audit committee of U.S. Oncology, Inc. for five years until December 2010, when it was acquired by McKesson. Mr. Lynch received his B.A. in mathematics from Wesleyan University and his M.B.A. from the Darden Graduate School of Business Administration at the University of Virginia.
Key Qualifications and Expertise:
Mr. Lynch has extensive knowledge and experience with respect to the biotechnology and pharmaceutical industries. With service on multiple public company boards, Mr. Lynch brings significant management and financial expertise and extensive experience in areas of corporate governance to our Board.


William R. Sellers, M.D.
Other Current Board Experience:						Previous Board Experience within the Last Five Years:
Civetta Therapeutics (private)						Peloton Therapeutics (private)
Professional Highlights:
Since 2017, Dr. Sellers has served as a Core Institute Member at the Broad Institute and a Professor of Medicine at the Dana-Farber Institute and Harvard Medical School where he is responsible for running a research group focused on translating genomic discoveries into new therapeutics. In 2019, Dr. Sellers co-founded Civetta Therapeutics where he serves as a member of the board of directors. Dr. Sellers also serves as a member of the scientific advisory board for several biopharmaceutical companies, including Ideaya Biosciences (NASDAQ: IDYA), Epidarex Capital, Servier Pharmaceuticals, and Astex Pharmaceuticals. Furthermore, he served as a member of the board of directors for Peloton Therapeutics from 2017 to 2019. Dr. Sellers previously served as Vice President / Global Head of Oncology at Novartis Institutes for BioMedical Research from 2005 to 2016 where he led preclinical drug discovery and early clinical development. Appointed by President Barack Obama, he also served as a member of the National Cancer Advisory Board from 2011 to 2016. He previously was an Associate Professor of Medicine at the Dana-Farber Cancer Institute and Harvard Medical School and an Associate Member of the Broad Institute. Dr. Sellers received his B.S. in biology from Georgetown University in 1982 and M.D. from the University of Massachusetts Medical School in 1986. He completed his internship and residency in internal medicine at the University of California San Francisco in 1989 and trained in medical oncology at the Dana-Farber Cancer Institute.
Key Qualifications and Expertise:
Dr. Sellers has extensive research and drug discovery experience and broad scientific and medical knowledge.

CONTINUING DIRECTORS:


Wendy L. Dixon, Ph.D.
Other Current Board Experience:						Previous Board Experience within the Last Five Years:
Alkermes PLC (ALKS)						Sesen Bio, Inc. (SESN)
Arvinas, Inc. (ARVN)						Voyager Therapeutics, Inc. (VYGR)
Incyte Corporation (INCY)
Professional Highlights:
Dr. Dixon served as Chief Marketing Officer and President, Global Marketing for Bristol Myers Squibb Company from December 2001 until May 2009 and served on the Chief Executive Officer's Executive Committee. From 1996 to 2001, she was Senior Vice President, Marketing—USHH at Merck & Co., Inc., and prior to that she held executive management positions at West Pharmaceuticals, Osteotech, Inc. and Centocor, Inc. and various positions at SmithKline & French Pharmaceuticals in marketing, regulatory affairs, project management and as a biochemist.
Key Qualifications and Expertise:
Dr. Dixon has extensive technical background and leadership experience in drug development, commercialization, marketing and regulatory affairs in the pharmaceutical industry.


Ramy Ibrahim, M.D.
Other Current Board Experience:						Previous Board Experience within the Last Five Years:
Surface Oncology, Inc. (SURF)						None
Professional Highlights:
Dr. Ibrahim is a medical oncologist who has served as the Chief Medical Officer of BitBio since October of 2020 and as the Chief Medical Officer of CMO Milkyway Advisors since January of 2021. Dr. Ibrahim also serves as a board member for Surface Oncology, a scientific advisory board member for Harpoon Therapeutics, and as a clinical advisor at the Parker Institute for Cancer Immunotherapy. He formerly served as chief medical officer at the Parker Institute for Cancer Immunotherapy from 2016 to 2021. Prior to the Parker Institute, Dr. Ibrahim served as the vice president of clinical development for immuno-oncology AstraZeneca from 2011 to 2016. In this role, he led the development of the early checkpoint inhibitor antibodies durvalumab and tremelimumab. From 2005 to 2011, at Bristol-Myers Squibb, Dr. Ibrahim played a key role in the clinical development of ipilimumab, the first FDA-approved immune checkpoint inhibitor, from early phase II through multiple global launches. He also played a key role in the early development of nivolumab, as well as the development of anti-PD-L1 and anti-CD137 antibody programs. Dr. Ibrahim trained in medicine and medical oncology at Cairo University then conducted bench and clinical immunotherapy research at the cancer vaccine branch of the National Cancer Institute in Bethesda, Maryland, prior to moving into industry.
Key Qualifications and Expertise:
Dr. Ibrahim has significant industry knowledge and drug development experience, as well as broad scientific and medical expertise.


Nick Leschly
Other Current Board Experience:						Previous Board Experience within the Last Five Years:
Synlogic, Inc. (SYBX)						Proclara Biosciences, Inc. (private)
Biotechnology Innovation Organization (BIO) (private)
Professional Highlights:
Formerly a partner of Third Rock Ventures, L.P. since its founding in 2007, Mr. Leschly played an integral role in the overall formation, development and business strategy of several of Third Rock’s portfolio companies, including Agios Pharmaceuticals, Inc. and Edimer Pharmaceuticals, Inc. Prior to joining Third Rock, he worked at Millennium Pharmaceuticals, Inc. (now a subsidiary of Takeda), leading several early-stage drug development programs and served as the product and alliance leader for VELCADE. Mr. Leschly also founded and served as Chief Executive Officer of MedXtend Corporation. He received his B.S. in molecular biology from Princeton University and his M.B.A. from The Wharton School of the University of Pennsylvania.
Key Qualifications and Expertise:
Mr. Leschly has deep operating and historical experience with our Company gained from serving as our President, Chief Executive Officer and member of the Board. In addition, Mr. Leschly also has significant experience in the venture capital industry and drug research and development.


Denice Torres
Other Current Board Experience:						Previous Board Experience within the Last Five Years:
Glaukos Corporation (GKOS)						None
Karuna Therapeutics (KRTX)
National Resilience Inc. (private)
Professional Highlights:
Ms. Torres is currently chief executive officer of The Ignited Company, a Pennsylvania-based consulting firm she founded in 2017. From 2005 to 2017, she served in various senior leadership roles at Johnson & Johnson (J&J). From 2015 to 2017, she was chief strategy and transformation officer for J&J’s global medical device business, a $25 billion business with more than 50,000 employees. From 2011 to 2015, she was president of J&J McNeil Consumer Healthcare, where she led the recovery of OTC brands, including the iconic Tylenol portfolio, by transforming business operations, manufacturing, quality systems and commercialization approaches, and creating high levels of employee engagement across all functions of the business. From 2009 to 2011, she served as president of J&J Janssen Pharmaceuticals, Neuroscience, and from 2006-2009 she held various marketing positions at J&J. Ms. Torres was the sole recipient of the prestigious J&J HONOR award in 2016 for her work in diversity and inclusion, and she was named the 2015 Woman of the Year by the Healthcare Businesswomen’s Association. Before joining J&J, Ms. Torres built a successful, 14-year career at Eli Lilly and Company, where she focused on marketing and business unit management. She is also the founder of The Mentoring Place, a nonprofit organization offering free executive mentoring to help women achieve their careers goals. Ms. Torres holds a B.S. in Psychology from Ball State University, a J.D. from Indiana University and an MBA from the University of Michigan. She is a member of the Michigan Bar Association.
Key Qualifications and Expertise:
Ms. Torres has extensive executive and operational leadership experience. In addition, Ms. Torres brings to our Board expertise in cultural transformation and leadership development in the healthcare and pharmaceutical industries.


Mark Vachon
Other Current Board Experience:						Previous Board Experience within the Last Five Years:
Beacon Mobility (private)						Charitable Health and Retirement Trust (private)
Klöckner Pentaplast Group (private)
Numotion (private)
Professional Highlights:
Mr. Vachon served as an Executive Vice President Sales, Integration and Operations at Change Healthcare Holdings, Inc. from November 2016 to April 2018. For over 30 years, Mr. Vachon held a variety of leadership positions across the General Electric organization, and was a company officer beginning in 1999 and a member of GE’s Corporate Executive Council. Mr. Vachon was President and CEO of GE Healthcare Americas from 2009 to 2010, and prior to that he was President and CEO of Global Diagnostics Imaging, GE Healthcare, between 2006 and 2009. Between 2003 and 2006, Mr. Vachon was Executive Vice President and CFO of GE Healthcare. Mr. Vachon is currently a member of the D’Amore McKim Business School Dean’s Executive Council. Mr. Vachon holds a B.S. in Finance from Northeastern University and an M.A. from Boston College.
Key Qualifications and Expertise:
Mr. Vachon's corporate leadership experience and financial expertise make him a valuable contributor to our Board. In addition, Mr. Vachon has extensive experience in executive operating roles and in the healthcare field on a global basis. He is an "audit committee financial expert" with particular experience in matters faced by the audit committee of a life sciences company.

Identifying and Evaluating Director Nominees

Our Board is responsible for selecting its own members. The Board delegates the selection and nomination process to the Nominating and Corporate Governance Committee, with the expectation that other members of the Board, and of management, will be requested to take part in the process as appropriate.

Generally, our Nominating and Corporate Governance Committee identifies candidates for director nominees in consultation with management, through the use of search firms or other advisors, and through the recommendations submitted by stockholders or through such other methods as the Nominating and Corporate Governance Committee deems to be helpful in identifying candidates. Once candidates have been identified, our Nominating and Corporate Governance Committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may gather information about the candidates through interviews, detailed questionnaires, background checks or any other means that the Nominating and Corporate Governance Committee deems to be appropriate in the evaluation process. The Nominating and Corporate Governance Committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our Board. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends candidates for the Board’s approval as director nominees for election to the Board.

Director Qualifications and Diversity

Our Nominating and Corporate Governance Committee will consider, among other things, the following qualifications, skills and attributes when recommending candidates for the Board’s selection as director nominees for the Board and as candidates for appointment to the Board’s committees: a director nominee shall have the highest personal and professional integrity, shall have demonstrated exceptional ability and judgment, and shall be most effective, in conjunction with the other director nominees to the Board, in collectively serving the long-term interests of the stockholders.

In evaluating proposed director candidates, our Nominating and Corporate Governance Committee may consider, in addition to the minimum qualifications and other criteria for board membership approved by the Board from time to time, all facts and circumstances that it deems appropriate or advisable, including, among other things, diversity considerations, the skills of the proposed director candidate, his or her depth and breadth of professional experience or other background characteristics, his or her independence, and the needs of the Board. Our corporate governance guidelines also provide that diversity on the Board should be considered by our Nominating and Corporate Governance Committee in the director evaluation and nomination process. While we do not have a formal policy with respect to diversity, our Nominating and Corporate Governance Committee believes that it is essential that the members of the Board represent diverse viewpoints. Our Nominating and Corporate Governance Committee believes that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow our Board to promote our strategic objectives and fulfill its responsibilities to our stockholders, and considers diversity of gender, race,

national origin, education, professional experience, and differences in viewpoints and skills when evaluating proposed director candidates.

Our Nominating and Corporate Governance Committee’s priority in selecting directors is identification of persons who will further the interests of our Company through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative culture among directors, and professional and personal experiences and expertise relevant to our growth strategy. The Nominating and Corporate Governance Committee will consider candidates recommended by stockholders. The policy adopted by the Nominating and Corporate Governance Committee provides that candidates recommended by stockholders are given appropriate consideration in the same manner as other candidates.

The expertise and experience, characteristics and committee assignments for each of our directors are summarized in the table below:

Director Nominees

Continuing Directors

Agwunobi

Lynch

Sellers

Dixon

Ibrahim

Leschly

Torres

Vachon

Expertise & Experience

General Management Experience

Financial Experience

Audit Committee Financial Expertise

Business Development, Corporate Development, and Mergers & Acquisitions Experience

Discovery Research Experience

Drug Development Experience

Commercial Experience

International Business Experience

Public Policy Experience

Operations Experience

Other Public Company Board Service

Director Characteristics

Independence

Term expiring

2021

2022

2023

2022

2023

Age

Tenure on Board

2017

2011

2019

2013

2021

2010

2020

2014

Gender

Ethnic or Racial Diversity

Committee Composition

Audit Committee

Chair

Compensation Committee

Chair

Nominating & Corporate Governance Committee

Chair

Board Independence

Our Board has determined, upon the recommendation of our Nominating and Corporate Governance Committee, that each of our directors, other than Nick Leschly who serves as our President and Chief Executive Officer, has no relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and is independent within the meaning of the director independence standards of the Nasdaq Stock Market rules and the SEC. At least annually, our Board evaluates all relationships between us and each director in light of relevant facts and circumstances for the purposes of determining whether a material relationship exists that might signal a potential conflict of interest or otherwise interfere with such director’s ability to satisfy his or her responsibilities as an independent director. Based on this evaluation, our Board makes an annual determination of whether each director is independent within the meaning of NASDAQ, and the SEC independence standards.

Board Meetings and Attendance

Our Board held nine meetings during the fiscal year ended December 31, 2020. In the fiscal year ended December 31, 2020, each of our directors attended at least 75% of the meetings of the Board and the committees of the Board, in the period for which he or she served, with the exception of Douglas Melton, who resigned from our Board on September 30, 2020.

We encourage our directors to attend the Annual Meeting of Stockholders. Of the eight members of our Board at the time of last year’s Annual Meeting, all eight attended the meeting.

Board Committees

Our Board has established three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, each of which is comprised solely of independent directors, and is described more fully below. Each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee operates pursuant to a written charter and each committee reviews and assesses the adequacy of its charter and submits its charter to the Board for approval on an annual basis. The charters for the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are all available on our website www.bluebirdbio.com in the Investors & Media—Corporate Governance section. Our Board establishes additional committees from time to time.

Audit Committee

Our Audit Committee is currently composed of Dr. Dixon, Mr. Lynch, and Mr. Vachon, with Mr. Vachon serving as chair of the committee. Our Board has determined that each member of the Audit Committee meets the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and the applicable listing standards of NASDAQ. Our Board has determined that Mr. Lynch and Mr. Vachon are “audit committee financial experts” within the meaning of the SEC regulations and applicable listing standards of NASDAQ. During the fiscal year ended December 31, 2020, the Audit Committee met four times. The report of the Audit Committee is included in this Proxy Statement under Report of the Audit Committee. The Audit Committee’s responsibilities include:

•appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;

•approving audit and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

•reviewing the audit plan (both internal and external) with the independent registered public accounting firm and members of management responsible for performing our internal audit and preparing our financial statements;

•reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures, including critical audit matters as well as critical accounting policies and practices used by us;

•reviewing the adequacy of our internal control over financial reporting;

•overseeing the qualifications, independence and performance of our internal audit function;

•establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;

•recommending, based upon the Audit Committee’s review and discussions with management and the independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 10-K;

•monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;

•preparing the Audit Committee report required by the rules of the SEC to be included in our annual proxy statement;

•reviewing all related party transactions for potential conflict of interest situations and approving all such transactions;

•monitoring compliance with our investment policy;

•overseeing our enterprise risk assessment program; and

•reviewing quarterly earnings releases.

Compensation Committee

Our Compensation Committee is currently composed of Dr. Dixon, Mr. Lynch and Ms. Torres, with Mr. Lynch serving as chair of the committee. Our Board has determined each member of the Compensation Committee is “independent” as defined under the applicable listing standards of NASDAQ. In addition, each member qualifies as an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, and as a non-employee director, as defined in Rule 16b-3 of the Securities Exchange Act. During the fiscal year ended December 31, 2020, the Compensation Committee met nine times. The Compensation Committee’s responsibilities include:

•annually reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer;

•evaluating the performance of our Chief Executive Officer in light of such corporate goals and objectives and determining the compensation of our Chief Executive Officer;

•reviewing and approving the compensation of our other executive officers and certain other members of senior management;

•appointing, compensating and overseeing the work of any compensation consultant, legal counsel or other advisor retained by the Compensation Committee;

•conducting the independence assessment outlined in NASDAQ rules with respect to any compensation consultant, legal counsel or other advisor retained by the Compensation Committee;

•annually reviewing and reassessing the adequacy of the committee charter in its compliance with the listing requirements of NASDAQ;

•reviewing and establishing our overall management compensation, philosophy and policy;

•overseeing and administering our compensation and similar plans;

•reviewing and approving our policies and procedures for the grant of equity-based awards;

•reviewing and making recommendations to the Board with respect to director compensation;

•reviewing and discussing with management the compensation discussion and analysis to be included in our annual proxy statement or Annual Report on Form 10-K; and

•reviewing and discussing with the Board corporate succession plans for our Chief Executive Officer and other key executives.

Historically, our Compensation Committee has made most of the significant adjustments to annual compensation, determined cash incentive and equity awards and established new performance objectives at one or more meetings held during the first and last quarters of the year. However, our Compensation Committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of our compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at various meetings throughout the year. Generally, the Compensation Committee’s process consists of two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For executives other than our Chief Executive Officer, our Compensation Committee solicits and considers evaluations

and recommendations submitted to the Compensation Committee by our Chief Executive Officer. In the case of our Chief Executive Officer, the evaluation of his performance is conducted by the Compensation Committee, which determines any adjustments to his compensation as well as awards to be granted. For all executives and directors as part of its deliberations, the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, executive and director stock ownership information, company stock performance data, analyses of historical executive compensation levels and current Company-wide compensation levels and recommendations of our Chief People Officer, including analyses of executive and director compensation paid at a peer group of other companies approved by our Compensation Committee. The Compensation Committee may delegate its authority to grant certain equity awards to certain individuals to our Chief Executive Officer and in 2020, has delegated such authority to Mr. Leschly. For more information, see Executive Officer and Director Compensation—Compensation Discussion and Analysis—Equity Granting Practices below.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is composed of Dr. Agwunobi, Dr. Ibrahim, and Ms. Torres, with Dr. Agwunobi serving as chair of the committee. Our Board has determined that each member of the Nominating and Corporate Governance Committee is “independent” as defined under the applicable listing standards of NASDAQ. During fiscal year ended December 31, 2020, the Nominating and Corporate Governance Committee met three times. The Nominating and Corporate Governance Committee’s responsibilities include:

•developing and recommending to the Board for its approval criteria for membership of the Board and its committees;

•establishing procedures for identifying and evaluating Board candidates, including candidates recommended by stockholders;

•identifying individuals qualified to become members of the Board;

•recommending to the Board the persons to be nominated for election as directors and to each of the committees of the Board;

•developing and recommending to the Board a set of corporate governance guidelines and Code of Conduct and Business Ethics; and

•overseeing the evaluation of the Board.

The Nominating and Corporate Governance Committee oversees an annual self-evaluation process of the Board and its committees with the assistance of an external advisor specializing in strategic planning and organizational development. The results of the self-evaluation are presented to the Nominating and Corporate Governance Committee, which determines what actions, if any, to present to the Board and the other committees to further enhance the performance and effectiveness of the Board and its committees.

Non-Management Director Meetings

In addition to the meetings of the committees of the Board described above, in connection with the Board meetings, the non-management directors met four times in executive session during the fiscal year ended December 31, 2020. The Chair of the Board presides at these executive sessions. The Audit Committee and the Board have established a procedure whereby interested parties may make their concerns known to non-management directors, which is described on our website.

Leadership Structure and Risk Oversight

Our Board is currently chaired by Mr. Lynch. As a general policy, our Board believes that separation of the positions of Chair and Chief Executive Officer reinforces the independence of the Board from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of the Board as a whole. As such, Mr. Leschly serves as our President and Chief Executive Officer while Mr. Lynch serves as our Chair of the Board but is not an officer.

We face a number of risks in our business, including risks related to clinical research and development of our programs in severe genetic disease and oncology; manufacturing and supply chain; regulatory reviews and approvals; commercial operations and our ability to obtain reimbursement for our products if, and when, they gain marketing approval; growth and capability expansion in the United States and Europe; intellectual property filings, prosecution, maintenance and

challenges; the establishment and maintenance of strategic alliances; competition; litigation and government investigations; and the ability to access additional funding for our business; among other risks. Our management is responsible for the day-to-day management of the risks that we face, while our Board, as a whole and through its committees, has responsibility for the oversight of risk management.

Our Board performs its oversight role by using several different levels of review. Our Chair meets regularly with our Chief Executive Officer and other executive officers to discuss our strategy and material risks. Members of senior management attend the quarterly Board meetings, present on strategic matters involving our business, and are available to address any questions or concerns raised by the Board on risk management-related issues and any other matters. Our Board reviews the risks, including any environmental or social governance risks, associated with our business strategies periodically throughout the year as part of its consideration of undertaking any such business strategies.

Each of the committees of our Board also oversees the management of our risk that falls within the committee’s areas of responsibility. In performing this function, each committee has full access to management, as well as the ability to engage advisors. The Audit Committee oversees our enterprise risk management program as it relates to our operations by identifying the primary risks associated with our operations and corporate functions, receiving periodic updates on activities to manage such risks, and providing reports to the Board regarding such activities. In carrying out its responsibilities for the oversight of operational risk management, members of the Audit Committee regularly discuss with management our risk exposures in the areas of financial reporting, internal controls, information security, and our legal and regulatory compliance programs, and the steps we take to manage them. Our Chief Financial Officer, our Chief Operating and Legal Officer, our Chief Compliance Officer all periodically provide reports to the Audit Committee and are responsible for identifying, evaluating and implementing risk management controls and methodologies to address any identified risks. Our Audit Committee also meets privately with representatives from our independent registered public accounting firm as part of its oversight of our risk management. The Compensation Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs and succession planning for our executive officers, and evaluates potential risks associated with independent director compensation for consideration by the full Board. The Nominating and Corporate Governance Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with Board organization, membership and structure, succession planning for our directors, and corporate governance.

Compensation Committee Interlocks and Insider Participation

Dr. Dixon, Mr. Lynch, Dr. Schenkein and Ms. Torres served as members of our Compensation Committee during the year ended December 31, 2020. None of the members of our Compensation Committee have at any time been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or on a compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee. For a description of transactions between us and members of our Compensation Committee and affiliates of such members, please see Certain Relationships and Related Party Transactions.

Code of Business Conduct and Ethics and Corporate Governance Guidelines

We have adopted a Code of Business Conduct and Ethics for our directors, officers and employees, including our President and Chief Executive Officer, Principal Financial Officer, Principal Accounting Officer, and Controller (or persons performing an equivalent function). A copy of our Code of Business Conduct and Ethics may be accessed free of charge by visiting the Company’s website at www.bluebirdbio.com and going to the Investors & Media—Corporate Governance section or by requesting a copy in writing from Jason F. Cole, Secretary, at our Cambridge, Massachusetts office. We intend to post on its website any amendment to, or waiver under, a provision of the Code of Business Conduct and Ethics that applies to our President and Chief Executive Officer, Principal Financial Officer, Principal Accounting Officer, or Controller (or persons performing an equivalent function) within four business days following the date of such amendment or waiver.

A copy of the Corporate Governance Guidelines may also be accessed free of charge by visiting the website at www.bluebirdbio.com and going to the Investors & Media—Corporate Governance section or by requesting a copy from Jason F. Cole, Secretary, at our Cambridge, Massachusetts office.

Our Environmental Sustainability and Social Responsibility Efforts

For patients and society to benefit from the therapies we develop, we believe they must be available to those who will benefit from them. To enable access to our approved and potential future products following commercial launch, we are continuing to engage in discussions with stakeholders across the healthcare system, including public and private payers,

patient advocates and organizations, professional societies, and healthcare providers. These discussions are part of a broader ongoing dialogue exploring pathways for bringing our product and potential future products to patients at a sustainable cost.

In addition, as a leading gene therapy company, the way we operate, the work we do, and the support we provide to our local communities is tied to our desire to extend and improve the lives of our patients. We are committed to patient advocacy and community endeavors that promote and improve the understanding of severe genetic disease and cancer. Our company participates in charitable activities relevant to our business and linked to our mission, vision and values. For example, we provide, support and sponsor diversity and inclusion efforts both within our company and in our communities. We support educational and cultural institutions in our communities, and we also encourage employee volunteerism, partnering with community service organizations to provide opportunities for employees to donate time and talents to assist neighbors in need. On top of our commitments to patient access and social responsibility, we believe that we have a responsibility to monitor and control our ecological impact and adopt best practices on environmental and social issues that may have a material effect on corporate strategy, risks, opportunities or performance.

We view our employees as our most valuable asset and we believe that by creating a positive culture together we can drive positive business and patient impact. We demonstrate this by providing a comprehensive benefits package, including health and wellness benefits, commuting stipend, paid sabbatical and parental leave. In addition, we believe in helping our employees to continue to grow at bluebird through one-on-one coaching, leadership development, and Employee Resource Groups. We also offer an employee stock purchase plan to promote employee ownership of our shares and to allow employees to share in our success.

EXECUTIVE OFFICERS

The following table sets forth information regarding our executive officers as of April 19, 2021:

Name

Age

Position(s)

Executive Officers:

Nick Leschly (1)

President, Chief Executive Officer and Director (Principal Executive Officer)

William D. Baird, III

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Philip Gregory, D. Phil.

Chief Scientific Officer

Jason F. Cole, Esq.

Chief Operating and Legal Officer and Secretary

Andrew Obenshain

President, Severe Genetic Diseases

__________

(1) Nick Leschly is also a director and his biographical information appears on page 10.

William D. Baird, III – Mr. Baird has served as our Chief Financial Officer since February 2019, our Principal Financial Officer since March 2019 and our Principal Accounting Officer since February 2021. Mr. Baird served as Chief Financial Officer of Amicus Therapeutics, Inc. from April 2012 until December 2018. From April 2005 until April 2012, Mr. Baird served as Chief Financial Officer of PTC Therapeutics, Inc. (PTC). Before that, Mr. Baird held various positions of increasing responsibility with PTC from 2002 to 2005. Mr. Baird previously worked in the life science practice at L.E.K. Consulting, a strategy consulting firm, from 1999 to 2002, and at First Union National Bank as a corporate underwriter from 1994 to 1997. Since June 2018, Mr. Baird has served on the board of directors of Axcella Health, a biotechnology company. Mr. Baird received a B.S. from Georgetown University’s Edmund A. Walsh School of Foreign Service, and an M.B.A. from The Wharton School of the University of Pennsylvania.

Philip Gregory, D. Phil. – Dr. Gregory has served as our Chief Scientific Officer since June 2015. Prior to joining us, Dr. Gregory was formerly with Sangamo BioSciences, where he held multiple leadership positions over a nearly 15-year tenure, most recently serving as Chief Scientific Officer and Senior Vice President, Research. In this role, he was responsible for the scientific direction and strategic research planning for the company. Dr. Gregory played an integral role in Sangamo’s partnerships and drove early discovery and development for several product candidates in multiple therapeutic areas. Prior to joining Sangamo, he was a postdoctoral fellow at Ludwig-Maximilians-Universität in Munich, Germany. Dr. Gregory holds a D. Phil in biochemistry from Oxford University, Keble College and a B.Sc. in microbiology from Sheffield University.

Jason F. Cole, Esq. – Mr. Cole has served as our Chief Operating and Legal Officer and Secretary since February 2019. Prior to this role, Mr. Cole served as our Chief Legal Officer and Secretary since March 2016 and also previously served as our Senior Vice President, General Counsel and Secretary from March 2014 to March 2016. Prior to joining us, Mr. Cole served as Executive Vice President, Corporate Development and General Counsel at Zalicus Inc. from September 2011 through March 2014, and as Senior Vice President, General Counsel of Zalicus and its predecessor company CombinatoRx, Incorporated from January 2006 to September 2011. From 1999 to 2006, Mr. Cole was a corporate and securities attorney at Ropes & Gray LLP. Mr. Cole received an A.B. in Government from Dartmouth College and a J.D. from Columbia University School of Law.

Andrew Obenshain – Mr. Obenshain has served as our President, Severe Genetic Diseases since October 2020. Prior to this role, Mr. Obenshain served as our Senior Vice President, Head of Europe since 2016. Prior to joining us, Mr. Obenshain was formerly with Shire in Paris, France since 2015 where he was the general manager of France and Benelux overseeing a portfolio including seven rare disease products. Prior to Shire, Mr. Obenshain held various roles with increasing responsibility in business development, marketing and global commercial operations at Genzyme and Sanofi from 2007 to 2013. Mr. Obenshain received his M.B.A. from Northwestern University's Kellogg School of Management, and his B.A. in genetics, cell and developmental biology from Dartmouth College.

PROPOSAL 2

NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION

Our Board is committed to excellence in governance. As part of that commitment, and as required by Section 14A(a)(1) of the Securities Exchange Act, our Board is providing our stockholders with an opportunity to approve, on a non-binding advisory basis, the compensation of our named executive officers.

As described below under Executive Officer and Director Compensation—Compensation Discussion and Analysis, we have developed a compensation policy that is designed to attract and retain key executives responsible for our success and motivate management to enhance long-term stockholder value. We believe our compensation policy strikes an appropriate balance between the implementation of responsible, measured compensation practices and the effective provision of incentives for our named executive officers to exert their best efforts for our success.

For the reasons discussed above, the Board unanimously recommends that our stockholders vote in favor of the following resolution:

“RESOLVED, that the Company’s stockholders hereby approve, on a non-binding advisory basis, the compensation of the named executive officers, as disclosed in the Company’s proxy statement for the 2021 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, Summary Compensation Table and the other compensation related tables and disclosure.”

The resolution will be approved, on a non-binding advisory basis, if the votes cast FOR exceed the votes cast AGAINST the proposal. Abstentions and broker non-votes will have no effect on the voting of this proposal. As this vote is advisory, it will not be binding upon the Board or the Compensation Committee and neither our Board nor the Compensation Committee will be required to take any action as a result of the outcome of this vote. However, our Board and the Compensation Committee value the opinions of our stockholders, and the Compensation Committee will carefully consider the outcome of this vote when considering future executive compensation policies.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE

FOR

THE NON-BINDING ADVISORY RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

(PROPOSAL 2 ON YOUR PROXY CARD)

PROPOSAL 3

ADVISORY VOTE ON THE FREQUENCY OF FUTURE NON-BINDING ADVISORY VOTES ON EXECUTIVE COMPENSATION

As part of the Board’s commitment to excellence in corporate governance, and as required by the Section 14A(a)(2) of the Securities Exchange Act, the Board is providing our stockholders with an opportunity to provide an advisory vote to determine whether future non-binding advisory stockholder votes on the compensation of our named executive officers should occur every one, two or three years.

After careful consideration, our Board has determined that an annual advisory vote on executive compensation remains the most appropriate approach for our company because it allows stockholders to provide timely, direct input on our executive compensation philosophy, policies and practices as disclosed in the proxy statement each year. The Board believes that an annual vote provides the greatest opportunity for stockholder input and constructive communication, by enabling the vote to correspond to the compensation information presented in this proxy statement for each Annual Meeting. In addition, an annual advisory vote on the compensation of our named executive officers is consistent with our policy of reviewing our compensation programs annually. We believe the continuation of an annual vote would be the best governance practice for our company at this time.

The frequency choice that receives the highest number of votes cast will be considered to be the preferred frequency of our stockholders with which we are to hold future non-binding stockholder advisory “say-on-pay” votes on the compensation of our named executive officers. Our Board will take into consideration the outcome of this vote in determining the frequency of future non-binding, advisory votes on the compensation of our named executive officers. However, because this vote is advisory and non-binding, our Board may decide that it is in our best interests and those of our stockholders to hold the advisory vote to approve the compensation of our named executive officers more or less frequently.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE

FOR ONCE EVERY YEAR

FOR THE FREQUENCY OF FUTURE NON-BINDING ADVISORY VOTES ON EXECUTIVE COMPENSATION

(PROPOSAL 3 ON YOUR PROXY CARD)

EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

Our Compensation Committee is responsible for overseeing the total compensation of our senior management team, which consists of our executive officers and certain other senior managers. In this capacity, our Compensation Committee designs, implements, reviews and approves all compensation for our Chief Executive Officer and our other executive officers. This section discusses the principles underlying our policies and decisions with respect to the compensation of our named executive officers, and all material factors relevant to an analysis of these policies and decisions. Our named executive officers for the fiscal year ended December 31, 2020, were:

•Nick Leschly, our Chief Executive Officer and Principal Executive Officer;

•William D. Baird, III, our Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer;

•Philip Gregory, D. Phil., our Chief Scientific Officer;

•David Davidson, M.D., our former Chief Medical Officer; and

•Joanne Smith-Farrell, our former Chief Operating Officer, Oncology.

Against the challenging backdrop of the COVID-19 pandemic, which had various impacts across our business, 2020 was a year in which we made significant progress across our programs in both severe genetic diseases and in oncology, while also managing setbacks in our clinical programs as well as our early-stage commercialization efforts. To that end, our Compensation Committee took multiple steps in 2020 to respond to the COVID-19 pandemic and its impacts on our business, and in response to concerns expressed by our stockholders, with whom we proactively engaged to deepen our understanding of their concerns.

As part of our comprehensive business review in the second quarter of 2020, and with the goal of ensuring our ability to execute on our strategy in light of the COVID-19 pandemic, certain senior executives voluntarily elected to reduce their base salary for a 12-month period beginning May 2020. Each participant received a grant of restricted stock units pursuant to our 2013 Stock Option and Incentive Plan equal to 80% of the amount of his or her salary reduction, which vests monthly over the 12-month period. Our Chief Executive Officer reduced his base salary by approximately 100% during this 12-month period, and each other participating senior executive reduced his or her base salary by 20%.

The Compensation Committee also reviewed our 2020 annual incentive plan and determined that (with limited exceptions) incentive awards would be paid in an equal mix of cash and fully-vested stock rather than entirely in cash. In addition, given the uncertainty of 2020 and the course of the COVID-19 pandemic, the Compensation Committee determined not to adjust the pre-established 2020 goals for purposes of the annual incentive program. Instead, the Compensation Committee determined that maintaining our pre-established 2020 goals maximized the potential for stockholder value creation. The Compensation Committee reviewed our 2020 performance against our 2020 goals; however, taking into account the impact the COVID-19 pandemic has had on our business, operations, and industry, in determining the overall performance level. As a consequence and consistent with our pay for performance philosophy, the Compensation Committee held the senior executives accountable and used its discretion to determine that the Chief Executive Officer did not earn an annual incentive award and the performance level applicable to him was 0%. Our overall company performance level in 2020 applicable to other senior executives, with limited exceptions, was determined to be 50%.

Furthermore, in 2021 we began to grant performance-based restricted stock units based on relative total shareholder return to our Chief Executive Officer, to further tie executive compensation to stock price performance and in response to stockholder feedback. This is intended as a first step to provide a greater emphasis on performance-based long-term incentive compensation, in response to our stockholder feedback, and the Compensation Committee intends to regularly evaluate this allocation as part of its overall review of our executive compensation program.

Company Background

We are a biotechnology company committed to researching, developing, and commercializing potentially transformative gene therapies for severe genetic diseases and cancer. We have built an integrated product platform with broad therapeutic potential in a variety of indications based on our lentiviral gene addition platform, gene editing and cancer immunotherapy capabilities. We have an early-stage commercial program with ZYNTEGLO, a treatment for transfusion-dependent beta-thalassemia, and late-stage clinical programs with LentiGlobin for sickle cell disease (SCD) and elivaldogene autotemcel (eli-cel; formerly Lenti-D gene therapy) as a treatment for cerebral adrenoleukodystrophy. Our recently-approved product candidate in multiple myeloma, idecabtagene vicleucel (ide-cel; being marketed as Abecma in the United States) is partnered with Bristol-Myers Squibb (BMS).

In 2020, the Company demonstrated resilience and flexibility in the midst of uncertainty and unexpected setbacks. In an extraordinary year globally and at the company, the impacts of COVID-19 were felt broadly and deeply across our business, operations, and industry. These effects included:

•increased restrictions on the number of people and activities in research and development laboratories and manufacturing facilities,

•disruption of clinical trial enrollment and other development activities,

•impacts to available healthcare resources within health systems to provide services and support activities unrelated to pandemic response,

•decreased patient demand in the commercial context,

•interruptions in activities in our supply chain due to staffing shortages at our third-party manufacturing sites, and

•effects on our ongoing interactions with health regulatory agencies and pricing and reimbursement agencies due to shifting priorities.

In response we:

•promptly transitioned to a remote work environment for nearly all of our people,

•prioritized research and manufacturing efforts in light of increased facilities restrictions while ensuring the safety of our people, and

•conducted a comprehensive business review to prioritize our investments across our programs with the goal of ensuring our ability to execute on our strategy in light of the increased uncertainty.

Thus, although we launched commercialization of ZYNTEGLO in Europe in early 2020, the onset of the COVID-19 pandemic meant that reaching patients in the commercial context was an uphill climb throughout the year, as we navigated changing circumstances in the global healthcare system, and at regulatory authorities and with pricing and reimbursement authorities.

Similarly, after the submission of the Biologics License Application (BLA) for ide-cel to the U.S. Food and Drug Administration (FDA) in March 2020, we responded quickly to resubmit the BLA in July 2020 with additional manufacturing-related information following a refuse-to-file letter from the FDA. In our LentiGlobin for SCD program, we made significant progress in gaining clarity on the requirements for submitting a BLA. However, we were disappointed with a shift in timing for our planned development activities relative to our earlier expectations.

Nevertheless, despite the challenges of the year, we made significant progress across our programs. By the end of 2020, the FDA had accepted for filing the BLA for ide-cel, which ultimately received marketing approval on March 26, 2021 as a treatment for relapsed and refractory multiple myeloma. In our LentiGlobin for SCD program, we reached general agreement with the FDA on the clinical data needed to support a BLA, as well as on the comparability data needed for our suspension vector manufacturing process. The Marketing Authorisation Application for eli-cel, was accepted by the European Medicines Agency in October 2020.

In January 2021, we announced our intent to separate our severe genetic disease and oncology programs into two independent, publicly-traded companies. The separation is expected to be completed by year-end 2021, and it is anticipated that the spinoff of the oncology business into a separate legal entity, which we refer to as "Oncology Newco," will be tax-free to stockholders, subject to the receipt of a favorable Internal Revenue Service ruling. Following the separation, bluebird bio, Inc. intends to focus on delivery of our therapies in severe genetic disease, expand access and reimbursement for our commercial product, ZYNTEGLO, in Europe and continue to explore innovative tools and technologies to ultimately bring these transformative medicines to more patients. Oncology Newco plans to support the commercialization of ide-cel and continued development of bb21217, our clinical program in multiple myeloma being developed in collaboration with BMS. In addition, Oncology Newco intends to progress the pipeline for next-generation engineered cell therapies for the treatment of non-Hodgkin's lymphoma, acute myeloid leukemia, multiple myeloma and solid tumors. The Board determined to separate the severe genetic disease and oncology programs into separate companies after extensive consideration and with the aim to better focus our operations and to drive long-term value for our stockholders.

Say on Pay and Stockholder Engagement

Following our 2020 Annual Meeting, our Board and the Compensation Committee determined to conduct robust outreach efforts in response to the results of our say-on-pay vote in the past two years, which received 61% support at the 2020 Annual Meeting, and 67% at the 2019 Annual Meeting. From late 2020 through the beginning of 2021, we reached out

to stockholders representing over 70% of our outstanding shares as of the end of the third quarter of 2020, including each of our largest stockholders. We made numerous outreach efforts to holders who had not initially responded and engaged with all of those who responded, as we sought to gain their feedback. As a result, we met with stockholders representing over 40% of shares outstanding, including several who voted against our 2020 "say-on-pay" proposal. The primary focus of these engagements was on our executive compensation program and on corporate governance, with our Chief People Officer and corporate counsel participating in these meetings, and the Chair of our Compensation Committee (who is also the Chair of our Board) participating in half of these meetings.

Feedback from our investors on these calls was reported to our Compensation Committee and Nominating and Corporate Governance Committee, and ultimately, the entire Board over multiple meetings for consideration and discussion. In general, there was a strong expectation of a robust response to low stockholder support in 2020 and 2019, even among investors who supported the "say-on-pay" proposal in 2020. As a consequence, in 2020 the Compensation Committee thoroughly evaluated our overall executive compensation program and consulted with Radford, its compensation consultant, for responsive action focused on enhancing our long-term incentive compensation elements. Our response included the introduction of performance-based restricted stock units granted to our Chief Executive Officer in 2021. This is intended as a first step to provide a greater emphasis on performance-based long-term incentive compensation, and the Compensation Committee intends to regularly evaluate this allocation as part of its overall review of our executive compensation program. The specific feedback we heard and the actions we took in response are summarized below:


What we heard						Our response
Chief Executive Officer quantum of pay is too high relative to total shareholder return						Our Chief Executive Officer did not receive an annual incentive award for 2020, and his 2020 total compensation decreased by over 50% from his 2019 total compensation, as reported on the Summary Compensation Table.
Desire for stronger tie of Chief Executive Officer compensation to performance						In 2021, approximately 20% of our Chief Executive Officer's target equity compensation is allocated to performance-based restricted stock units that vest based on relative total shareholder return. In addition, our Chief Executive Officer did not receive an annual incentive award with respect to 2020 performance.
Members of our peer group have greater market capitalization relative to our current capital structure						Three companies included in our 2020 peer group were removed and are not included in our 2021 peer group because their market capitalization exceeded our selection criteria. Our Compensation Committee reviews our peer group and selection criteria each year, adding and removing companies as our selection criteria evolves.
Desire for more transparent disclosure regarding separation pay practices and use of Compensation Committee discretion						We have enhanced our disclosure by highlighting where our Compensation Committee exercised its discretion and considerations that were taken into account. We have also included more context with respect to our separation arrangements with named executive officers and directors.
No cap on short-term annual incentive award						We have clarified in our disclosures that the maximum payout under our short-term annual incentive plan is 150% of the target amount.
Disapproval of the evergreen provision in our stock option plan						The 2013 Stock Option and Incentive Plan, including the evergreen provisions, was approved by our stockholders in connection with our initial public offering. Our Compensation Committee determined that the evergreen provision in our 2013 Stock Option and Incentive Plan has been crucial in supporting our high growth stage, and the evergreen provision has enabled us to execute on various goals in our strategic business plan. Our Compensation Committee's perspective is that the evergreen provision enables us to recruit and retain talented employees in our competitive biotech industry by ensuring we have enough shares to grant equity awards to new hires and continuing employees. We regularly review equity utilization to assess current dilution and our share needs in the upcoming year. However, the Compensation Committee does not intend to seek to extend the evergreen provisions, or adopt new ones, upon the expiration of our 2013 Stock Option and Incentive Plan in 2023.

Furthermore, 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 executive compensation and corporate governance matters of importance to our stockholders. We view this outreach effort as a valuable opportunity to discuss compensation and corporate governance measures that are important to our stockholders. We also intend to

continue our stockholder engagement efforts following the 2021 Annual Meeting regardless of the outcome of the 2021 "say-on-pay" proposal.

Compensation Philosophy

Our Compensation Committee believes a well-designed compensation program should align executive interests with the drivers of growth and stockholder returns by supporting the company’s achievement of its primary business goals, and our ability to attract and retain employees whose talents, expertise, leadership, and contributions are expected to sustain growth and drive long-term stockholder value. Consequently, we maintain an ongoing commitment to corporate governance principles and strong performance orientation in our compensation program. Our Compensation Committee regularly reviews our compensation policies and program design overall, to ensure that they are aligned with the interests of our stockholders and our business goals, and that the total compensation paid to our employees is fair, reasonable and competitive. The market for qualified and talented executives in the biopharmaceutical industry is highly competitive and we compete for talent with many companies that have greater resources than we do. Furthermore, as the biopharmaceutical industry is characterized by a very long product development cycle, including a lengthy research and development period and a rigorous approval phase involving clinical studies and governmental regulatory approval, many of the traditional benchmarking metrics, such as product sales, revenues and profits are inappropriate for a late-stage development or early-commercial stage biopharmaceutical company such as bluebird.

Overview of Our Compensation Programs

Key elements of our executive compensation programs include the following:

Compensation Element

Purpose

Features

Base salary

To attract and retain highly skilled executives

Fixed component of pay to provide financial stability, based on responsibilities, experience, individual contributions

Short Term Incentive

Annual incentive program

To promote and reward the achievement of our key short-term strategic and business goals; to motivate and attract executives

Variable component of pay based on annual quantitative and qualitative company performance goals and, for our executives other than our Chief Executive Officer, individual performance goals

At-Risk Compensation

Long-term equity incentive compensation

To encourage executives to focus on long-term performance; to promote retention; to reward outstanding company and individual performance

Typically subject to multi-year vesting based on continued service and are primarily in the form of stock options and restricted stock units, the value of which depends on the performance of our common stock price, in order to align employee interests with those of our stockholders over the longer-term

Long Term Incentive

We may award annual increases in base salary based upon an assessment of each executive’s performance, the scope of his or her responsibilities and an assessment of competitive market data based on our approved peer group. Our 2020 annual incentive program was designed to reward annual achievements as measured against pre-established quantitative and qualitative company performance goals, and, with respect to members of our senior management team other than our Chief Executive Officer, individual objectives. We awarded cash incentive payments as well as grants of fully-vested stock to our named executive officers and the other members of our senior management team under our 2020 annual incentive program, which is described in more detail below.

We typically make equity grants to each of our executive officers upon commencement of employment, annually in conjunction with our review of their individual performance and competitive market data based on our approved peer group, and in connection with a promotion. In addition, equity awards are our primary long-term incentive vehicle for our executives. We believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture, and help align the interests of our executives and our stockholders. Accordingly, we believe equity compensation is a crucial component of any competitive executive compensation package we offer.

The mix of compensation components is designed to reward annual results as well as drive long-term company performance and create stockholder value. The Compensation Committee generally targeted overall target compensation for our executive officers near the 50th percentile of compensation paid to similarly situated executives of companies in our peer group.

In addition to our direct compensation elements, the following features of our compensation program are designed to align our executive team with stockholder interests and with market best practices:


What We Do						What We Don’t Do
Use market data from an industry-specific peer group to set competitive compensation levels						Allow hedging or pledging of equity

Deliver executive compensation primarily through performance-based pay						Permit re-pricing of stock options without stockholder approval

Have a clawback policy covering cash and equity incentive compensation paid to our Chief Executive Officer and other executive officers						Provide excessive perquisites

Set challenging short-term incentive program goals						Provide supplemental executive retirement plans

Offer market-competitive benefits for executives that are consistent with those offered to the rest of our employees						Provide tax gross-up payments for any change-of-control payments

Maximum payout of 150% of target under our short-term incentive program

Have stock ownership guidelines applicable to our senior executive officers and non-employee directors

Annual stockholder say-on-pay votes

Double-trigger severance arrangements in a change of control

Stockholder engagement efforts

Consult with an independent compensation advisor on compensation levels and practices

Management Changes Since the End of our Last Completed Fiscal Year

Dr. Davidson served as our Chief Medical Officer until the effectiveness of his resignation on April 16, 2021. Dr. Smith-Farrell served as our Chief Operating Officer, Oncology until her resignation from that role effective February 1, 2021, following which she remained with us and continued to support our preparations for the planned spinoff of oncology programs and portfolio through April 3, 2021.

Chief Executive Officer Compensation

We believe the target compensation mix provided to our Chief Executive Officer in 2020 encouraged him to focus on the our long-term success and was aligned with the long-term interests of our stockholders, in accordance with our compensation philosophy. Mr. Leschly’s total target compensation was set near the 50th percentile of compensation paid to similarly situated executives of companies in our 2020 peer group. In 2020 however, base salary for Mr. Leschly was approximately at the 35th percentile of our 2020 peer group, his target short-term incentive compensation was at the 30th percentile of our 2020 peer group, and his long-term incentive compensation was at the 25th percentile of our 2020 peer group.

The graphic below illustrates the target mix of compensation elements among base salary, annual incentive award, and long-term equity that vests over multiple years for our Chief Executive Officer in 2020. Approximately 89% of the target compensation mix was at-risk. Over 80% of the target compensation mix consisted of long-term incentive compensation in the form of equity awards that vest over multiple years.

Due to the strong alignment between pay and performance over the last year, our Chief Executive Officer’s total realizable pay in the year ended December 31, 2020, represented by his actual salary and restricted stock unit grants, is approximately 52% of the value disclosed in the Summary Compensation Table. Approximately 48% of Mr. Leschly’s 2020 total compensation as reported in the Summary Compensation Table relates to stock options which vest over a four-year period. Mr. Leschly will not realize any value from these stock option grants unless our share price increases above $73.84, our share price on the date of grant. Approximately 38% of his total 2020 compensation as reported in the Summary Compensation Table relates to restricted stock units that also vest over a four-year period, which promotes retention while using a fewer number of authorized shares to deliver equivalent value.

In addition, given the uncertainty facing the Company in 2020, Mr. Leschly voluntarily reduced his salary for a 12-month period beginning May 2020 and, received a grant of restricted stock units covering 80% of the salary reduction amount, which vests monthly during the 12-month period. In 2020, Mr. Leschly did not receive an annual incentive award under the Company's short-term incentive plan. Furthermore, after extensive consideration and incorporating stockholder feedback as more fully described below, the Compensation Committee introduced performance-based restricted stock units in addition to stock options and restricted stock units with time-based vesting for Mr. Leschly's equity compensation in 2021. Mr. Leschly's equity compensation in 2021 was allocated between stock options, restricted stock units with time-based vesting, and performance-based restricted stock units as summarized in the table below.


Allocation of Mr. Leschly's Long-Term Equity Compensation	2020						2021
	Shares			Grant date fair value				Shares			Grant date fair value
	#	%		$	%			#	%		$	%
Stock options with time-based vesting over multiple years	65,000	67	%	2,999,893	56	%		90,000	67	%	1,494,095	40	%
Restricted stock units with time-based vesting over multiple years	32,500	33	%	2,399,800	44	%		18,000	13	%	511,920	14	%
Restricted stock units with performance-based vesting (based on relative total shareholder return)		—	%	—	—	%		27,000	20	%	1,708,560	46	%
Total	97,500	100	%	5,399,693	100	%		135,000	100	%	3,714,575	100	%

Role of Compensation Committee

Each year, our Compensation Committee reviews and establishes the levels of each element of total compensation for our employees, including our senior executives. As part of this process, our Compensation Committee reviews the mix of compensation elements to ensure our performance-based compensation is an appropriate proportion of overall compensation and is aligned with our business goals and strategy. The specific performance factors our Compensation Committee considers when determining the compensation of our named executive officers include:

•key research and development achievements, including advances in our gene addition and gene editing platforms in the fields of severe genetic diseases and cancer;

•initiation and progress of clinical studies for our product candidates;

•expansion of our manufacturing and operational capabilities, including our commercial readiness, on a global basis;

•achievement of regulatory milestones, including regulatory filings for marketing approval;

•achievement of commercialization milestones, including pricing and reimbursement approval, engagement of qualified treatment centers, and number of patients treated in the commercial context;

•establishment and maintenance of key strategic relationships and new business initiatives, including financings; and

•development of global organizational capabilities, success in hiring and growth management initiatives.

Our senior executives, including our named executive officers, are also evaluated based on factors such as individual, strategic, and leadership achievements. These performance factors are considered by our Compensation Committee in connection with our annual performance reviews described below and are a critical component in the determination of annual incentive awards for our executives.

By the end of the first quarter of each year, annual company goals and individual performance objectives applicable to incentive compensation are determined and set forth in writing. After the end of each year, our Compensation Committee determines executive compensation levels after carefully reviewing overall company performance and performing an evaluation of each named executive officer’s annual performance against established company goals, as well as each individual executive officer’s contributions to achievement of the company goals and, in the case of senior executives other than our Chief Executive Officer, the achievement of individual performance objectives. In addition, our Compensation Committee may apply its discretion, as it deems appropriate, in determining executive compensation.

Our Compensation Committee, with input from the Board, evaluates our Chief Executive Officer’s individual performance and determines whether to change his base salary, grant him an annual equity award and/or change his target percentage cash award under our annual incentive program. Our Compensation Committee typically grants annual equity awards, and determines changes in base salary and the amount of any incentive payments, at its first regularly scheduled meeting of the new year. Our Compensation Committee may also review the compensation of our senior executive officers throughout the course of the year. With respect to year-end reviews, any changes in base salary are effective at the beginning of the following year.

Role of Management

Annual company goals are proposed by our senior executive team and reviewed and approved by our Board and Compensation Committee. Our Chief Executive Officer’s annual incentive award is determined entirely on the company's performance relative to pre-established company goals (to drive maximal stockholder value) and the annual incentive awards of our other senior executives are based 80% on company goals and 20% on individual objectives. Individual goals for 2020 for our senior executives other than our Chief Executive Officer focused on leadership development objectives as well as individual contributions that were intended to drive achievement of the company goals and were proposed by each senior executive, with review and input from our Chief Executive Officer. Any merit increases in base salary and any annual equity awards or awards made under our 2020 annual incentive program were based on the achievement of these Company and individual, as applicable, performance goals. Our Compensation Committee establishes the target incentive award opportunity for each senior executive under the annual incentive program as a percentage of each individual’s base salary.

During the last quarter of each year, our senior executives evaluate our company performance as compared to the company goals and, as applicable, their own performance relative to their individual goals for that year. Based on these evaluations, our Chief Executive Officer recommends to our Compensation Committee any increases in base salary and any annual equity awards and/or awards under our annual incentive program for each senior executive other than himself.

Role of Our Independent Compensation Consultant

For 2020, our Compensation Committee engaged Radford, which is part of the Rewards Solutions practice at Aon plc, as its independent compensation consultant to advise on executive and Board compensation matters including: overall compensation program design, peer group development and updates, and collection of market data to inform our compensation programs for our executives and directors. We develop our compensation programs after reviewing publicly available compensation data and we also subscribe to Radford’s various global annual and specialized life sciences and general industry surveys on an ongoing basis. Radford advised the Compensation Committee on all of the principal aspects of executive compensation, including executive new hire compensation arrangements. Radford consultants attend meetings of the Compensation Committee when requested to do so. Radford reports directly to our Compensation Committee and not to management, although it meets with management for purposes of gathering information for its analyses and recommendations. Our Compensation Committee has assessed the independence of Radford consistent with SEC regulations and NASDAQ listing standards and has concluded that the engagement of Radford does not raise any conflict of interest.

Defining and Comparing Compensation to Market Benchmarks

The Compensation Committee uses competitive compensation data from the annual total compensation study of peer companies to inform its decisions about overall compensation opportunities and specific compensation elements. The Compensation Committee also considers other reference points and criteria when establishing targeted compensation levels, such as the executive’s experience level, contribution to established Company’s goals, individual performance against the executive’s individual goals where applicable, scope of responsibility, skill sets, and leadership potential, as well as the Company’s critical needs and succession planning.

In evaluating the total compensation of our named executive officers, our Compensation Committee, using information provided by Radford, in the middle of each fiscal year, establishes a peer group of publicly traded companies in the biopharmaceutical and biotechnology industries that is selected based on a balance of the following criteria:

•companies whose number of employees, stage of development and market capitalization are similar, though not necessarily identical, to ours;

•companies with similar executive positions to ours;

•companies against which we believe we compete for executive talent; and

•public companies based in the United States whose compensation and financial data are available in proxy statements or through widely available compensation surveys.

In addition to the criteria above, our Compensation Committee also reviewed the peer selection criteria used by proxy advisors and considered the specific peers identified independently by each advisor. Our Compensation Committee also takes into account companies who list bluebird as a peer in their compensation disclosures. Because the market for executive talent in the biopharmaceutical and biotechnology industries is competitive, and in particular the pool of candidates with relevant experience for our gene therapy business is small, our peer group reflects the fact that we compete for executive talent with companies who are larger than us and may have more resources than we do. In addition, in establishing the peer group for the following compensation cycle, the Compensation Committee reviews the current peer group with a view to preserve continuity in peer group from year to year, despite the inherent volatility in market capitalization and size of companies in the biopharmaceutical and biotechnology industries, as well as a high degree of merger and acquisition activity.

Furthermore, the Compensation Committee seeks to have an equal balance of smaller versus larger companies by market capitalization and by size.

For purposes of establishing the 2020 peer group, the selection criteria for inclusion in the peer group included biopharmaceutical and biotechnology companies that were: (1) in late-stage clinical development or early commercial stage; (2) revenue under $1.5 billion to exclude mature, commercial companies; (3) market capitalization of one third to three times bluebird's market capitalization at the time of review; and (4) headcount of one third to three times bluebird's projected headcount for the end of 2019, which resulted in a range of 350 to 3,300 employees in size. For purposes of establishing the 2021 peer group, the selection criteria were substantially the same, however the market capitalization range was adjusted downward to reflect our market capitalization at the time of review in mid-2020, and the headcount range was also adjusted to reflect our projected headcount for the end of 2020, which resulted in a range of 450 to 4,000 employees in size.

With reference to these and other key business metrics, the Compensation Committee established the following peer groups for 2020 and 2021 as set forth in the following table:

Peer Group Company

2020

2021

Description of change

ACADIA Pharmaceuticals Inc.

Added in 2021

Acceleron Pharma Inc.

Added in 2021

Agios Pharmaceuticals, Inc.

Alkermes p.l.c.

Alnylam Pharmaceuticals, Inc.

BioMarin Pharmaceutical Inc.

Removed for 2021: Market capitalization exceeded selection criteria

Blueprint Medicines Corporation

Added in 2021

Exelixis, Inc.

FibroGen, Inc.

Global Blood Therapeutics, Inc.

Added in 2021

Incyte Corporation

Removed for 2021: Market capitalization exceeded selection criteria

Ionis Pharmaceuticals, Inc.

Jazz Pharmaceuticals plc

Nektar Therapeutics

Neurocrine Biosciences, Inc.

Portola Pharmaceuticals, Inc.

Sage Therapeutics, Inc.

Sarepta Therapeutics, Inc.

Seattle Genetics, Inc.

Removed for 2021: Market capitalization exceeded selection criteria

Spark Therapeutics, Inc.

Acquired by Roche in December 2019

Ultragenyx Pharmaceutical Inc.

Base Salary

We provide base salaries to our named executive officers to compensate them with a fair and competitive base level of compensation for services rendered during the year. Our Compensation Committee typically determines the base salary for each executive based on the executive’s responsibilities, experience and, if applicable, the base salary level of the executive prior to joining bluebird. In addition, our Compensation Committee reviews and considers the level of base salary paid by companies in our peer group for similar positions. Our Compensation Committee's assessment of our named executive officers' base salary takes into account our compensation objectives and philosophy to retain highly qualified executives, to motivate them to achieve our business goals, and to reward them for superior short- and long-term performance.

At the beginning of 2020, our Compensation Committee reviewed the compensation for our Chief Executive Officer and each of our other named executive officers. With respect to Mr. Leschly, our Chief Executive Officer, our Compensation Committee reviewed his overall compensation and determined to increase his annual base salary from $660,000 to $725,000. This determination was based on his critical role at the company, company performance throughout 2019 in meeting key milestones and objectives, as well in consideration of the critical upcoming execution and risk inflection points throughout 2020 and into 2021. In addition, the Compensation Committee took into consideration the market conditions and a

comparison of his base salary to the base salary of chief executive officers in our 2020 peer group. The Compensation Committee also approved merit increases in base salary for each of our other named executive offices serving at that time, based on the company's performance against the 2019 company goals, as well as each named executive officer's achievement of individual goals in 2019, in addition to a consideration the market conditions and a comparison of their base salaries to similarly situated executives in our 2020 peer group. In the aggregate, the base salaries of our named executive officers reflect approximately the 40th percentile of our 2020 peer group. The table below sets forth the adjustments to the base salary, in dollars and as a percentage, for each of our named executive officers, as approved in early 2020:


Name	2019 Base Salary ($)		2020 Base Salary ($)		Increase (%)
Nick Leschly	$	660,000	$	725,000	9.8%
William D. Baird, III	$	450,000	$	474,600	5.5%
Philip Gregory, D. Phil.	$	455,000	$	479,500	5.4%
David Davidson, M.D.	$	486,000	$	512,500	5.5%
Joanne Smith-Farrell, Ph.D.	$	369,870	$	455,000	23.0%

In April 2019, Dr. Smith-Farrell received a 9.5% promotional increase bringing her annualized base salary from $369,870 to $405,000 in connection with her promotion from SVP, Corporate Development & Strategy (reporting to our Chief Strategy Officer) to Chief Business Officer (reporting to our Chief Executive Officer). Subsequent to the Compensation Committee's determination of her 2020 base salary of $455,000 in early 2020, in connection with Dr. Smith-Farrell's exceptional performance, expanded scope of responsibilities and promotion to Chief Operating Officer, Oncology in October 2020, her annualized base salary was further increased by 5.5% to $480,000.

However, 2020 was an extraordinary year globally due to the COVID-19 pandemic, and our operations and ability to execute on our strategy were impacted as a result. As part of our comprehensive business review in the second quarter of 2020, and with the goal of ensuring our ability to execute on our strategy in light of the COVID-19 pandemic, certain senior executives voluntarily elected to reduce their base salary for a 12-month period beginning May 2020. Our Chief Executive Officer reduced his base salary by approximately 100% during this 12-month period, and each other participating senior executive reduced his or her base salary by 20%. Each participant received a grant of restricted stock units under our 2013 Stock Option and Incentive Plan equal to 80% of the amount of his or her salary reduction, determined using $50.77, the closing market price on the NASDAQ Stock Market of bluebird’s common stock on May 1, 2020, rounded down to the nearest whole share. The closing market price on the NASDAQ Stock Market of our common stock on April 19, 2021 was $27.98, below the grant date price. The grants vest in equal monthly installments over the 12-month period following the date of grant. The named executive officers participating in this program, their original 2020 base salaries, their base salaries as reduced through participation in this program, as well as the number of restricted stock units granted are set forth in the table below.


Name	2020 Base Salary ($)		Reduction of Base Salary ($)		Reduced 2020 Base Salary (effective May 2020)		Number of Restricted Stock Units Granted
Nick Leschly	$	725,000	$	722,513	$	2,487	11,384
Philip Gregory, D. Phil.	$	479,500	$	95,900	$	383,600	1,511
David Davidson, M.D.	$	512,500	$	102,500	$	410,000	1,615
Joanne Smith-Farrell, Ph.D. (1)	$	455,000	$	91,000	$	364,000	1,433

(1) In connection with Dr. Smith-Farrell's exceptional performance, expanded scope of responsibilities and promotion to Chief Operating Officer, Oncology, her annualized base salary was increased to $480,000 in October 2020.

At the beginning of 2021, our Compensation Committee reviewed the base salaries of our named executive officers, including our Chief Executive Officer. Taking into account the Company's performance in 2020 amid the challenging context of the COVID-19 pandemic, and the need to provide a competitive base level of salary balanced against financial discipline, the

Compensation Committee determined that each named executive officer, including our Chief Executive Officer, would have an increase of base salary of approximately 3.5%, as set forth in the table below.


Name	2020 Base Salary ($)		2021 Base Salary ($)		Increase (%)
Nick Leschly	$	725,000	$	750,500	3.5%
William D. Baird, III	$	474,600	$	491,300	3.5%
Philip Gregory, D. Phil.	$	479,500	$	496,300	3.5%
David Davidson, M.D.	$	512,500	$	530,500	3.5%
Joanne Smith-Farrell, Ph.D.	$	480,000

SEC Form DEF 14A filed by bluebird bio, Inc.