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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

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))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to §240.14a-12

EDITAS MEDICINE, INC.

(Name of registrant as specified in its charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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EDITAS MEDICINE, INC.

11 Hurley Street
Cambridge, Massachusetts 02141

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

To be held June 9, 2022

You are cordially invited to attend the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Editas Medicine, Inc., which is scheduled to be held via the Internet at a virtual web conference at www.virtualshareholdermeeting.com/EDIT2022 on Thursday, June 9, 2022 at 8:30 a.m. Eastern Time. This year’s Annual Meeting will again be hosted virtually. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. We believe that the virtual meeting format provides expanded access to our stockholders, improved communication and cost savings for our stockholders and our company. The logistics of the virtual meeting are discussed more fully in the attached proxy statement. This means that you can attend the Annual Meeting online, vote your shares during the online meeting and submit questions during the online meeting by visiting the above-mentioned Internet site.

Only stockholders who owned common stock at the close of business on April 12, 2022 can vote during the Annual Meeting or any adjournment that may take place. At the Annual Meeting, the stockholders will consider and vote on the following matters:

Election of three Class III directors to our board of directors, each to serve until the 2025 annual meeting of stockholders;

Approval, on an advisory basis, of the compensation paid to our named executive officers;

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; and

Transaction of any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

You can find more information regarding the foregoing in the attached proxy statement.

Instead of mailing a printed copy of our proxy materials to all of our stockholders, we provide access to these materials via the Internet. This reduces the amount of paper necessary to produce these materials as well as the costs associated with mailing these materials to all stockholders. Accordingly, on or about April 26, 2022, we will begin mailing a Notice of Internet Availability of Proxy Materials (“Notice”) to all stockholders of record on our books at the close of business on April 12, 2022, the record date for the Annual Meeting, and will post our proxy materials on the website referenced in the Notice. As more fully described in the Notice, stockholders may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail, or electronically by email, on an ongoing basis.

If you are a stockholder of record, you may vote in one of the following ways:

•

Vote over the Internet, by going to www.proxyvote.com (have your proxy card in hand when you access the website);

•

Vote by Telephone, by calling the toll-free number 1-800-690-6903 (have your proxy card in hand when you call);

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•

Vote by Mail, if you received (or requested and received) a printed copy of the proxy materials, by completing, signing and dating the proxy card provided to you and returning it in the prepaid envelope provided to you; or

•

Vote during the virtual Annual Meeting, by going to www.virtualshareholdermeeting.com/EDIT2022 at the scheduled time of the meeting (have your Notice and control number found on your proxy card in hand).

A complete list of registered stockholders will be available at least 10 days prior to the meeting for inspection at our offices at 11 Hurley St., Cambridge, Massachusetts 02141. This list will also be available to stockholders of record during the Annual Meeting for examination at www.virtualshareholdermeeting.com/EDIT2022. If your shares are held in “street name,” that is, held for your account by a bank, broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.

Whether or not you plan to attend the Annual Meeting online, we urge you to take the time to vote your shares.

By Order of the Board of Directors,

[MISSING IMAGE: sg_jamescmullennew-bw.jpg]

James C. Mullen
President, Chief Executive Officer
and Chair of the Board of Directors

Cambridge, Massachusetts
April 26, 2022

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Editas Medicine, Inc.

Proxy Statement

Table of Contents

	Page
Proxy Statement		1
Proxy Statement Summary		2
Important Information About the Annual Meeting and Voting		7
Proposal No. 1—Election of Three Class III Directors		11
Corporate Governance		18
Stockholder Engagement		18
Director Nomination Process		19
Director Independence		20
Board Skills & Experience and Demographic Mix		20
Board Committees		21
Board and Committee Meetings Attendance		24
Director Attendance at Annual Meeting of Stockholders		24
Code of Business Conduct and Ethics		24
Corporate Governance Guidelines		24
Board Leadership Structure and Board’s Role in Risk Oversight		25
Commitment to Corporate Responsibility		26
Communication with our Directors		28
Executive Compensation		29
Compensation Discussion and Analysis		29
Compensation Risk Assessment		46
Compensation Committee Report		46
2021 Summary Compensation Table		48
Pay Ratio Disclosure		49
Grants of Plan-Based Awards		50
Outstanding Equity Awards at Fiscal Year-End		51
Option Exercises and Stock Vested		53
Employment, Severance, Change in Control Arrangements, and Separation Arrangements		53
Potential Payments upon Termination or Change in Control		55
Other Agreements		57
Rule 10b5-1 Sales Plans		57
Compensation Committee Interlocks and Insider Participation		57
Director Compensation		58
Securities Authorized for Issuance Under Our Equity Compensation Plans		59
Transactions with Related Persons		61
Principal Stockholders		63
Delinquent Section 16(a) Reports		65
Report of the Audit Committee		66
Proposal No. 2—Advisory Vote on Executive Compensation		67
Proposal No. 3—Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2022		68
Householding, Stockholder Proposals and Other Matters		70

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EDITAS MEDICINE, INC.

11 Hurley Street
Cambridge, Massachusetts 02141
617-401-9000

PROXY STATEMENT
FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS
to be held June 9, 2022

This proxy statement (the “Proxy Statement”) and the enclosed proxy card contain information about the Annual Meeting of Stockholders of Editas Medicine, Inc. (the “Annual Meeting”) to be held via the Internet at a virtual web conference at www.virtualshareholdermeeting.com/EDIT2022 on Thursday, June 9, 2022 at 8:30 a.m. Eastern Time. This year’s Annual Meeting will again be held virtually only. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. We believe that the virtual meeting format provides expanded access to our stockholders, improved communication and cost savings for our stockholders and our company. The logistics of the virtual meeting are discussed more fully in this Proxy Statement. This means that you can attend the Annual Meeting online, vote your shares during the online meeting and submit questions during the online meeting by visiting the above-mentioned Internet site. The board of directors of Editas (the “Board”) is using this Proxy Statement to solicit proxies for use at the Annual Meeting. In this Proxy Statement, unless expressly stated otherwise or the context otherwise requires, the use of “Editas,” “our,” “we” or “us” refers to Editas Medicine, Inc.

Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting of Stockholders to be Held on June 9, 2022:

This Proxy Statement and our 2021 Annual Report to Stockholders are
available for viewing, printing and downloading at http://www.proxyvote.com.

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Annual Report”) as filed with the Securities and Exchange Commission (“SEC”), except for exhibits, will be furnished without charge to any stockholder upon written request to Editas Medicine, Inc., 11 Hurley Street, Cambridge, Massachusetts 02141. This Proxy Statement and our 2021 Annual Report are also available on the SEC’s website at http://www.sec.gov.

On or about April 26, 2022, we will mail a Notice of Internet Availability of Proxy Materials (“Notice”) to our stockholders (other than those who previously requested electronic or paper delivery of proxy materials), directing stockholders to a website where they can access our proxy materials, including this Proxy Statement and our 2021 Annual Report, and view instructions on how to vote online or by telephone. If you would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive access to those materials via e-mail unless you elect otherwise.

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Proxy Statement Summary

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

Attend our 2022 Annual Meeting of Stockholders Via Live Webcast

8:30 a.m., Eastern Time, on Thursday, June 9, 2022
Access to Live Webcast: www.virtualshareholdermeeting.com/EDIT2022

How to Vote Prior to the Annual Meeting

By mailing your Proxy Card

By telephone

By Internet

Cast your ballot, sign your proxy card and send by free post

Dial toll-free 24/7
1-800-690-6903

Visit 24/7
www.proxyvote.com

Mark, sign and date your proxy card and return it in the postage-paid envelope included in your proxy materials. Your proxy card must arrive by June 8, 2022.

Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern Time, on June 8, 2022. Have your proxy card in hand when you call and then follow the instructions.

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern Time, on June 8, 2022. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.

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

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

Cast Your Vote Right Away

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

	More Information	Board of Directors recommendation
PROPOSAL 1: Election of Three Class III Directors	Page 11	FOR each nominee
PROPOSAL 2: Advisory Vote on Executive Compensation	Page 67	FOR
PROPOSAL 3: Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2022	Page 68	FOR

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Governance Highlights

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

Stockholder Engagement

As part of our regular governance practice review, we conduct a robust stockholder outreach program to solicit and understand our stockholders’ perspectives on our practices. Our Board and Nominating and Corporate Governance Committee consider feedback received from this effort and other input from our stakeholders in determining what further governance actions, if any, are in the best interest of our company and its stockholders.

During the second half of 2021, we solicited feedback from institutional investors then representing approximately 50% of our outstanding shares to seek input on a variety of corporate governance and other issues that may impact our business, and engaged with nine institutional investors then representing approximately 30% of our shares outstanding. The governance and related topics discussed included human capital, executive compensation, our environmental, social and governance (“ESG”) strategy, and certain corporate defensive measures.

The feedback received from these engagements indicated that investors were generally supportive of the governance-related actions taken by our company in 2021, including our enhancement of disclosures relating to our Board and employee diversity, our commitment to consider diversity as a factor when evaluating candidates to the Board, which is now more fully reflected in our Corporate Governance Guidelines and the charter of the Nominating and Corporate Governance Committee, and our use in 2021 of performance-based long-term incentive awards.

Environmental, Social and Governance Matters

Based in part on stockholder feedback, and in recognition of the importance of ESG matters and how they impact our stakeholders and the sustainable growth of our company, the Board recently assigned oversight of ESG-related programs and practices to the Nominating and Corporate Governance Committee. We believe appropriately identifying and responding to ESG issues is an important component of corporate social responsibility and comprehensive fiscal management. Further, we believe that strong ESG programs and practices play an important role in attracting the best talent and executing on our strategies. For this reason, we have begun a thoughtful review of potential ESG disclosure topics and benchmarks to identify those ESG issues it believes are important to its stakeholders and its long-term success.

	Corporate Governance Best Practices
	✓ Lead Independent Director with delineated responsibilities			✓ Annual self-evaluation of Board and committees, including assessment of individual directors
	✓ 7 of 8 directors are independent			✓ Annual evaluation of chief executive officer by independent directors
	✓ 100% independence among members of Audit, Compensation and Nominating and Corporate Governance Committees			✓ Robust executive and non-employee director Stock Ownership Guidelines
	✓ Mandatory retirement age of 75			✓ Maintain a compensation recoupment (clawback) policy
	✓ Diverse Board: ◦ 50% women ◦ 25% racially/ethnically diverse ◦ Female Lead Independent Director ◦ Female chair of Audit, Compensation and Nominating and Corporate Governance Committees			✓ No shareholder rights plan (i.e., no “poison pill”)
	✓ Regular executive sessions of independent directors			✓ Corporate Governance Guidelines published on our website at https://ir.editasmedicine.com/ corporate-governance/documents-and-charters.

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Director Nominees

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

Director
Since

Independent

Other
Public
Boards

Name and Occupation

Age*

Yes

Committee Memberships*

Jessica Hopfield, Ph.D.
Principal at J Hopfield Consulting

2018

X†

Audit

Nominating and Corporate Governance (chair)

Science and Technology

Emma Reeve
Former Chief Financial Officer of Constellation Pharmaceuticals, Inc.

2021

Audit (chair)

Nominating and Corporate Governance

David Scadden, M.D.
Gerald and Darlene Jordan Professor of Medicine at Harvard University

2019

Organization, Leadership and Compensation

Science and Technology (chair)

As of April 12, 2022

†

Serves as Lead Independent Director

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2021 Executive Compensation Highlights

Our executive compensation program is designed to support business performance and drive long-term stockholder value. Below are certain 2021 business highlights and related highlights of our 2021 executive compensation program.

	Select 2021 Business Highlights
	✓ Achieved clinical proof-of-concept with EDIT-101, our experimental medicine to treat LCA10			✓ Successfully edited cells ex vivo in our RUBY clinical trial for EDIT-301 for the treatment of sickle cell disease
	✓ Declared a development candidate for the treatment of rhodopsin-associated autosomal dominant retinitis pigmentosa, a progressive form of retinal degeneration			✓ Obtained investigational new drug clearance for EDIT-301 for the treatment of transfusion-dependent beta-thalassemia
	✓ Enhanced the productive editing of EDIT-102, our experimental medicine for the treatment of Usher syndrome 2A, a form of retinitis pigmentosa that also includes hearing loss, by approximately 350% compared to the initial construct of this medicine			✓ Declared a development candidate, referred to as EDIT-202, a highly differentiated, iPSC-derived natural killer cell investigational medicine
				✓ Advanced our ongoing alpha-beta T cell collaboration with Bristol Myers Squibb

	2021 Compensation Highlights
	• Significant portion of named executive officers’ target compensation is performance-based ◦ Approximately 91% for CEO ◦ Approximately 81% for other NEOs*			• Annual performance-based cash bonus program for CEO tied to solely to corporate achievement
	• All CEO long-term incentive compensation tied to performance against pre-established organization, research and development, and stock price-based performance goals			• Annual performance-based cash bonus program for other NEOs tied 80% to corporate achievement and 20% to individual achievement
	• 25% of long-term incentive compensation for other NEOs tied to pre-established research and development performance goals

Excludes our former chief executive officer, Cynthia Collins, who separated from our company in February 2021.

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2021 Executive Target Compensation Mix

The charts below illustrate the target 2021 pay mix (excluding benefits) for James Mullen, who has served as our chief executive officer since February 2021, and for our other named executive officers, excluding Cynthia Collins, who separated from our company during 2021. Please see “Executive Compensation” for a discussion of our named executive officers and “Executive Compensation—2021 Summary Compensation Table” for amounts actually earned by each of them.

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(1)

For purposes of this chart, Mr. Mullen’s base salary has been annualized and his annual performance-based cash bonus reflects the amount for which he would have been eligible if employed for all of 2021. The grant date fair value for Mr. Mullen’s performance-based stock options and performance-based restricted stock units (“PSUs”) is based on the probable outcome of the performance conditions as of such grant date. See “Executive Compensation—2021 Summary Compensation Table” for the aggregate grant date fair value for such awards assuming all performance conditions are achieved.

(2)

For purposes of this chart, with respect to Mark Shearman, Ph.D., who was appointed our chief scientific officer in June 2021, (i) his base salary has been annualized, (ii) his annual performance-based cash bonus reflects the amount for which he would have been eligible if employed for all of 2021, and (iii) his one-time signing bonus has been excluded. With respect to Bruce Eaton, Ph.D., who was promoted to chief business officer in July 2021, his base salary reflects his post-promotion base salary and has been annualized. With respect to Michelle Robertson, our chief financial officer, her base salary and earned bonus do not give effect to her increased base salary that was approved and became effective on December 16, 2021.

SEC Form DEF 14A filed by Editas Medicine Inc.