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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:

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Preliminary Proxy Statement

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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.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

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Fee paid previously with preliminary materials.

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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.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

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EDITAS MEDICINE, INC.

11 Hurley Street
Cambridge, Massachusetts 02141

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

To be held June 3, 2021

You are cordially invited to attend the 2021 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/EDIT2021 on Thursday, June 3, 2021 at 8:30 a.m. Eastern Time. This year’s Annual Meeting will again be hosted virtually. We believe that hosting a virtual meeting supports the health and well-being of our stockholders, employees, directors, and other meeting participants in light of the ongoing COVID-19 pandemic. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. 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 6, 2021 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 two Class II directors to our board of directors, each to serve until the 2024 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, 2021; 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 20, 2021, 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 6, 2021, 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 toa you; or

•

Vote during the virtual Annual Meeting, by going to www.virtualshareholdermeeting.com/EDIT2021 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/EDIT2021. 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 20, 2021

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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 Two Class II Directors		11
Information Regarding Directors
Corporate Governance		16
Stockholder Engagement		16
Director Nomination Process		16
Director Independence		17
Board Skills & Experience and Demographic Mix		18
Board Committees		19
Board and Committee Meetings Attendance		22
Director Attendance at Annual Meeting of Stockholders		22
Code of Business Conduct and Ethics		22
Corporate Governance Guidelines		22
Board Leadership Structure and Board’s Role in Risk Oversight		22
Communication with our Directors		24
Executive Compensation		25
Compensation Discussion and Analysis		25
Compensation Risk Assessment		42
Compensation Committee Report		42
Summary Compensation Table		43
Pay Ratio Disclosure		44
Grants of Plan-Based Awards		44
Outstanding Equity Awards at Fiscal Year-End		45
Option Exercises and Stock Vested		47
Employment, Severance, Change in Control Arrangements, Separation and Consulting Arrangements		47
Potential Payments upon Termination or Change in Control		49
Compensation Committee Interlocks and Insider Participation		51
Director Compensation		51
Securities Authorized for Issuance Under Our Equity Compensation Plans		53
Transactions with Related Persons		54
Principal Stockholders		56
Report of the Audit Committee		58
Proposal No. 2—Advisory Vote on Executive Compensation		59
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, 2021		60
Householding, Stockholder Proposals and Other Matters		62

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EDITAS MEDICINE, INC.

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

PROXY STATEMENT
FOR THE 2021 ANNUAL MEETING OF STOCKHOLDERS
to be held June 3, 2021

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/EDIT2021 on Thursday, June 3, 2021 at 8:30 a.m. Eastern Time. This year’s Annual Meeting will again be held virtually only. We believe that hosting a virtual meeting supports the health and well-being of our stockholders, employees, directors, and other meeting participants in light of the ongoing COVID-19 pandemic. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. 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 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 3, 2021:

This Proxy Statement and our 2020 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, 2020 (the “2020 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 2020 Annual Report are also available on the SEC’s website at http://www.sec.gov.

On or about April 20, 2021, 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 2020 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 2021 Annual Meeting of Stockholders Via Live Webcast

8:30 a.m., Eastern Time, on Thursday, June 3, 2021
Access to Live Webcast: www.virtualshareholdermeeting.com/EDIT2021

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 2, 2021.

Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern Time, on June 2, 2021. 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 2, 2021. 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, due to the COVID-19 pandemic and public health concerns, 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 Two Class II Directors	Page 11	FOR each nominee
PROPOSAL 2: Advisory Vote on Executive Compensation	Page 59	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, 2021	Page 60	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. Most recently, we focused on the following corporate governance efforts:

Board Leadership Structure

Our board of directors (the “Board”) evaluates our Board leadership structure from time to time to determine the appropriate leadership structure for the company given the specific characteristics or circumstances of the company at the time. Based on the Board’s most recent assessment, and in connection with the appointment of James Mullen as our president and chief executive officer in February 2021, the Board determined that the most advantageous leadership structure for the company and its stockholders was to unify the role of chairman of the Board and chief executive officer. However, the Board also believes that strong, independent board leadership is a critical aspect of effective corporate governance and, accordingly, appointed Jessica Hopfield, Ph.D., as lead independent director. We believe the role of lead independent director, combined with our other experienced and independent Board members, provides strong independent oversight of management.

Stockholder Engagement

	Governance Best Practices
	✓ Lead Independent Director with delineated responsibilities			✓ Annual self-evaluation of Board and committees, including assessment of individual directors
	✓ 5 of 6 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: ◦ 33% women ◦ 33% racially/ethnically diverse ◦ Female Lead Independent Director ◦ Female chair of Nominating and Corporate Governance Committee			✓ 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

Director
Since

Independent

Name

Age

Current Positions

Yes

Committee Memberships

Meeta Chatterjee, Ph.D.

2020

SVP of Global Business Development, Legend Biotech Corp.

•

Audit Committee

•

Organization, Leadership and Compensation Committee

Andrew Hirsch

2017

President and Chief Executive Officer, Director, C4 Therapeutics, Inc.

•

Audit Committee (chair)

•

Organization, Leadership and Compensation Committee

We believe Dr. Chatterjee’s qualifications to sit on the Board include her broad strategic and operational experience in pharmaceutical research and development, licensing and strategic transactions.

We believe Mr. Hirsch’s qualifications to sit on our Board include his strong business background and experience as an executive at biopharmaceutical companies.

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Executive Compensation Highlights

	Select 2020 Business Highlights
	✓ Dosed the first cohort in BRILLIANCE Phase 1/2 clinical trial of EDIT-101			✓ Advanced induced pluripotent stem cell-derived natural killer cell program
	✓ Submitted an investigational new drug application to the U.S. Food and Drug Administration for the initiation of a Phase 1/2 clinical trial for EDIT-301			✓ Advanced our manufacturing capabilities through partnership with a global contract development and manufacturing organization

2020 Compensation Highlights

•

Continued focus on pay-for-performance, with approximately 80% of our chief executive officer’s and, on average, 86% of our other named executive officer target compensation being variable, either because it was subject to performance goals, the fluctuations of stock price, or both.

•

Adopted stock ownership guidelines applicable to our non-employee directors and our senior management team, including all of our executive officers, to further align the long-term interests of our leadership and our stockholders.

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Adopted a recoupment, or clawback, policy that covers cash and equity incentive-based compensation paid to our executive officers, including our president and chief executive officer, chief financial officer and our principal accounting officer.

Early 2021 Compensation Highlights

•

Long-term incentive awards granted to new chief executive officer entirely performance-based.

•

Introduced restricted stock unit awards that are earned contingent upon the achievement of pre-established performance goals as part of 2021 long-term incentive award program for other executive officers.

•

Amended our annual performance-based cash bonus program to more closely align our overall cash bonus program with corporate achievement, while better rewarding outstanding performers and ensuring that our employees know clearly that we value their contributions.

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2020 Executive Target Compensation Mix

The charts below illustrate the target 2020 pay mix (excluding benefits) for Cynthia Collins, who served as our chief executive officer until February 2021, and for our other named executive officers, excluding Judith Abrams, M.D., our former chief medical officer, and Erik Ek, our former interim chief financial officer, both of whom separated from our company during 2020.

	CEO 2020 Compensation Mix(1)			Average of Other Named Executive Officers 2020 Compensation Mix(1)(2)

(1)

For purposes of these charts, the annual performance-based cash bonus amount reflects the target bonus potential for each individual. See “Executive Compensation—2020 Summary Compensation Table” for amounts actually earned by each individual.

(2)

For purposes of this chart, with respect to Michelle Robertson, who was appointed our chief financial officer in January 2020, and Lisa Michaels, M.D., who was appointed our chief medical officer in November 2020, (i) their respective base salaries have been annualized and (ii) one-time signing bonuses paid to each of them have been excluded.

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IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Purpose of the Annual Meeting

At the Annual Meeting, our stockholders will consider and vote on the following matters:

Election of two Class II directors to the Board, each to serve until the 2024 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, 2021; and

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

As of the date of this Proxy Statement, we are not aware of any business to come before the meeting other than the first three items noted above.

Board of Directors Recommendation

Our Board unanimously recommends that you vote:

FOR the election of the two nominees to serve as Class II directors on our Board, each for a three-year term;

FOR the approval, on an advisory basis, of the compensation paid to our named executive officers; and

FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.

Availability of Proxy Materials

The Notice regarding our proxy materials, including this Proxy Statement and our 2020 Annual Report, is being mailed to stockholders on or about April 20, 2021. Our proxy materials are also available for viewing, printing and downloading on the Internet at http://www.proxyvote.com.

Who Can Vote during the Annual Meeting

Only stockholders of record at the close of business on the record date of April 6, 2021, are entitled to receive notice of the Annual Meeting and to vote the shares of our common stock that they held on that date. As of April 6, 2021, there were 67,580,775 shares of our common stock issued and outstanding. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting.

Difference between a “stockholder of record” and a beneficial owner of shares held in “street name”

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Computershare, then you are considered a “stockholder of record” of those shares. In this case, your Notice has been sent to you directly by us. You may vote your shares by proxy prior to the Annual Meeting by following the instructions contained on such Notice.

Beneficial Owners of Shares Held in Street Name. If your shares are held in a brokerage account or by a bank, trust or other nominee or custodian, then you are considered the beneficial owner of those shares, which are held in “street name.” In this case, your Notice has been forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to instruct that organization as to how to vote the shares held in your account by following the instructions contained on the voting instruction card provided to you by that organization.

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How to Vote

If you are a stockholder of record, you can vote your shares in one of two ways: either by proxy or virtually during the Annual Meeting. If you choose to vote by proxy, you may do so by telephone, via the Internet or by mail. Each of these methods is explained below. If you hold your shares of our common stock in multiple accounts, you should vote your shares as described in each set of proxy materials you receive.

•

By Telephone. You may transmit your proxy voting instructions by calling 1-800-690-6903. You will need to have your Notice or proxy card in hand when you call.

•

Via the Internet. You may transmit your proxy voting instructions via the Internet by accessing the website specified on the enclosed Notice or proxy card. You will need to have your Notice or proxy card in hand when you access the website.

•

By Mail. If you received (or requested and received) a printed copy of the proxy materials, you may vote by proxy by completing, signing and dating the proxy card provided to you and returning it in the prepaid envelope provided to you.

•

Voting during the Annual Meeting. You may vote during the Annual Meeting by accessing the website www.virtualshareholdermeeting.com/EDIT2021 and having your Notice or proxy card in hand. Even if you plan to attend the Annual Meeting, we urge you to vote your shares by proxy in advance of the Annual Meeting, so that if you should become unable to attend the Annual Meeting, your shares will be voted as directed by you. Online check-in will begin at 8:15 a.m. Eastern Time on June 3, 2021. We will have technicians standing by and ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the log-in page at www.virtualshareholdermeeting.com/EDIT2021. Technical support will be available starting at 8:15 a.m. Eastern Time on June 3, 2021.

Telephone and Internet voting prior to the Annual Meeting for stockholders of record will be available up until 11:59 p.m. Eastern Time on June 2, 2021, and mailed proxy cards must be received by June 2, 2021 in order to be counted at the Annual Meeting. If the Annual Meeting is adjourned or postponed, these deadlines may be extended.

The voting deadlines and availability of telephone and Internet voting for beneficial owners of shares held in “street name” will depend on the voting processes of the organization that holds your shares. Therefore, we urge you to carefully review and follow the voting instruction card and any other materials that you receive from that organization. Stockholders that own stock in “street name” as of the date may virtually attend the meeting and vote your shares online while attending the meeting with your control number included on your voting instruction form.

Proposals Considered “Discretionary” and “Non-Discretionary”

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 return voting instructions. Banks, brokers or other nominees are permitted to vote customers’ shares for which they have received no voting instructions on specified routine, or “discretionary,” matters, but they are not permitted to vote these shares on other non-routine, or “non-discretionary,” matters.

The election of directors (Proposal No. 1) and the advisory vote on the compensation paid to our named executive officers (Proposal No. 2) are considered non-discretionary matters under applicable rules. Therefore, if your shares are held in “street name,” your bank, broker or other nominee cannot vote on these matters without voting instructions from you and your shares will be counted as “broker non-votes.” The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2021 (Proposal No. 3) is considered a discretionary matter under applicable rules. Therefore, if your shares are held in “street name,” your bank, broker or other nominee may exercise discretionary authority to vote on this matter in the absence of voting instructions from you.

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Quorum

A quorum of stockholders is necessary to hold a valid meeting. Our amended and restated by-laws provide that a quorum will exist if stockholders holding a majority of the shares of stock issued and outstanding and entitled to vote are present at the meeting virtually or by proxy. If a quorum is not present, the meeting may be adjourned until a quorum is obtained.

For purposes of determining whether a quorum exists, we will count as present any shares that are voted over the Internet, by telephone, by completing and submitting a proxy by mail or that are represented virtually at the Annual Meeting. Further, for purposes of establishing a quorum, we will count as present shares that a stockholder holds even if the stockholder votes to abstain or only votes on one of the proposals. In addition, we will count as present shares that are “broker non-votes.”

Stockholder List

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. If you are unable to inspect this list in person, please contact our secretary by mail at Editas Medicine, Inc., 11 Hurley Street, Cambridge, Massachusetts 02141, Attention: Secretary, or by email at legal@editasmed.com to request such list. When making such request, please ensure that you have your Notice or proxy card available so that you can prove that you a registered stockholder. Such list will also be available for examination by the stockholders during the whole time of the Annual Meeting at www.virtualshareholdermeeting.com/EDIT20201.

Votes Required to Approve Proposals

To be elected, a director must receive a plurality of the votes cast by stockholders entitled to vote on the election of directors (Proposal No. 1).

To approve, on an advisory basis, the compensation paid to our named executive officers (Proposal No. 2), the holders of a majority of the shares voted on the matter and voting “for” or “against” such proposal must vote FOR the proposal. Because this vote is advisory and not binding on us or the Board in any way, the Board may decide that it is in our and our stockholders’ best interests to compensate our named executive officers in an amount or manner that differs from that which is approved by our stockholders.

The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm requires the affirmative vote of a majority of the shares of common stock present or represented by proxy and voted “for” or “against” such matter (Proposal No. 3). If your shares are held by your brokerage firm in “street name” and you do not provide voting instructions with respect to your shares, your brokerage firm may vote your shares on Proposal 3. Although stockholder ratification of the audit committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021 is not required, we believe that it is advisable to give stockholders an opportunity to ratify this appointment. If this proposal is not approved at the Annual Meeting, the audit committee may reconsider its appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ended December 31, 2021.

Abstentions and broker non-votes will not be counted as votes cast or voted on any of the proposals. Accordingly, abstentions and broker non-votes will have no effect on the voting on any of the proposals.

Method of Counting Votes

Each holder of common stock is entitled to one vote at the Annual Meeting on each matter to come before the Annual Meeting, including the election of directors, for each share held by such stockholder as of the record date. Votes cast virtually during the Annual Meeting or by proxy by mail, via the Internet or by telephone will be tabulated by the inspector of election appointed for the Annual Meeting, who will also determine whether a quorum is present.

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Revoking a Proxy; Changing Your Vote

If you are a stockholder of record, you may revoke your proxy before the vote is taken at the meeting:

•

by submitting a new proxy with a later date before the applicable deadline either signed and returned by mail or transmitted using the telephone or Internet voting procedures described in the “How to Vote” section above;

•

by voting online during the meeting; or

•

by filing a written revocation with our corporate secretary.

If your shares are held in “street name,” you may submit new voting instructions by contacting your bank, broker or other organization holding your account. If you own stock in “street name” as of the record date, you may virtually attend the meeting and vote your shares online during the meeting with your control number included on your voting instruction form.

Your virtual attendance at the Annual Meeting will not automatically revoke your proxy.

Questions at the Annual Meeting

If you wish to submit a question on the day of the Annual Meeting, beginning at 8:15 a.m. Eastern Time, on Thursday, June 3, 2021, you may log into, and ask a question on, the virtual meeting platform at www.virtualshareholdermeeting.com/EDIT2021. Our virtual Annual Meeting will be governed by our Rules of Conduct which will be posted in advance of the meeting at https://ir.editasmedicine.com/annual-meeting-materials. The Rules of Conduct will address the ability of stockholders to ask questions during the meeting, including rules on permissible topics, and rules for how questions and comments will be recognized and disclosed to meeting participants.

Costs of Proxy Solicitation

We will bear the costs of soliciting proxies. In addition to solicitations by mail, our directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, facsimile, email, personal interviews and other means.

Voting Results

We plan to announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Annual Meeting.

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PROPOSAL NO. 1—ELECTION OF TWO CLASS II DIRECTORS

Our Board currently consists of six members, including a chair of the Board. In accordance with the terms of our restated certificate of incorporation and our amended and restated by-laws, our board of directors is divided into three classes (Class I, Class II and Class III), with members of each class serving staggered three-year terms. The members of the classes are divided as follows:

•

the Class I directors are James C. Mullen and Akshay K. Vaishnaw, M.D., Ph.D., and their terms will expire at the annual meeting of stockholders to be held in 2023;

•

the Class II directors are Meeta Chatterjee, Ph.D., and Andrew Hirsch, and their terms will expire at the Annual Meeting; and

•

the Class III directors are Jessica Hopfield, Ph.D., and David T. Scadden, M.D., and their terms will expire at the annual meeting of stockholders to be held in 2022.

Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires.

Our restated certificate of incorporation and our amended and restated by-laws provide that the authorized number of directors may be changed only by resolution of our Board. Our restated certificate of incorporation and amended and restated by-laws also provide that our directors may be removed only for cause by the affirmative vote of the holders of at least 75% of the votes that all our stockholders would be entitled to cast in an annual election of directors, and that any vacancy on our Board, including a vacancy resulting from an enlargement of our Board, may be filled only by vote of a majority of our directors then in office.

Our Board has nominated Dr. Chatterjee and Mr. Hirsch for election as Class II directors at the Annual Meeting. Each of the nominees is presently a director, and each has indicated a willingness to continue to serve as director, if elected. If a nominee becomes unable or unwilling to serve, however, the proxies may be voted for substitute nominees selected by our Board.

We believe that it is essential that our Board members represent diverse backgrounds and experiences, both personally and professionally. Accordingly, although we do not have a formal policy regarding board diversity, our Nominating and Corporate Governance Committee seeks candidates that have broad experience and skills in areas important to the operation of our company, as well as diversity of age, gender, race, national origin, ethnicity, sexual orientation, and education. Currently, our Board includes two female directors and two directors who identify as racially/ethnically diverse. See “—Board Skills & Experience and Demographic Mix” below for additional information. We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a significant breadth of experience, knowledge, and ability to assist our Board in fulfilling its responsibilities.

Our priority in selection of Board members is identification of members who will further the interests of our stockholders, and in this context, we consider a variety of attributes in selecting nominees to our Board, including:

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an understanding of, and experience in, the biotechnology and pharmaceutical industries, research and academic organizations and governmental regulatory agencies, and the scientific and legal landscapes in which such entities operate;

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an understanding of, and experience in, accounting oversight and governance, finance, and complex business transactions;

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leadership experience and significant accomplishments with public companies or other comparable organizations;

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the ability to contribute positively to the collaborative culture among our Board members;

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long-term reputation for the highest personal and professional integrity; and

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demonstrated contribution as a member of other boards of directors, and sufficient time and availability to devote to our affairs.

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These factors and others are considered useful by our Board and are reviewed in the context of an assessment of the perceived needs of our Board at a particular point in time.

Certain individual qualifications and skills of our directors that contribute to our Board’s effectiveness as a whole are described in the following paragraphs.

Nominees for Election as Class II Directors

Biographical information, including principal occupation and business experience during the last five years, for our nominees for election as Class II directors at our Annual Meeting is set forth below.

			Age
Meeta Chatterjee, Ph.D. joined our Board in December 2020. Dr. Chatterjee has served as Senior Vice President of Global Business Development at Legend Biotech Corp., a public biopharmaceutical company, since March 2019. She previously served in increasing roles of responsibility at Merck Research Laboratories, a division of Merck & Co., Inc. (“Merck”), from 2007 to May 2018, including serving in its Business Development and Licensing group as Head of Strategy, Transactions and Operations from March 2017 to May 2018 and as Head of the group’s Office of Business Strategy and Operations from May 2014 to March 2017. Prior to joining Merck, Dr. Chatterjee held leadership roles in Discovery Research and in Licensing at Schering-Plough Research Institute and was Head of R&D Licensing at the time of Schering-Plough Corp.’s merger with Merck. Dr. Chatterjee holds a B.A. in Physics from St. Xavier’s University in Ahmedabad, India, and Rutgers University, and a Ph.D. in Physiology from Rutgers University. She completed her post-doctoral fellowship in the Department of Physiology at the University of Virginia School of Medicine. We believe Dr. Chatterjee’s qualifications to sit on the Board include her broad strategic and operational experience in pharmaceutical research and development, licensing and strategic transactions.			66
Andrew Hirsch has served as a member of our Board since May 2017. Mr. Hirsch has served as a director and as the President of C4 Therapeutics, Inc., a public biopharmaceutical company, since September 2020 and as its Chief Executive Officer since October 2020. From September 2016 to September 2020, Mr. Hirsch served as Chief Financial Officer at Agios Pharmaceuticals, Inc., a public biotechnology company, as well as head of its corporate development beginning March 2018. He served as President and Chief Executive Officer of BIND Therapeutics, Inc., a biotechnology company (“BIND”), from March 2015 until August 2016. Prior to being named President and Chief Executive Officer at BIND, Mr. Hirsch held several other leadership positions at BIND, including Chief Operating Officer from February 2014 to March 2015, and Chief Financial Officer from July 2012 to March 2015. In May 2016, BIND filed a voluntary petition for bankruptcy under Chapter 11 of the United States Bankruptcy Code with the United States Bankruptcy Court. Prior to joining BIND, Mr. Hirsch was Chief Financial Officer at Avila Therapeutics, Inc., a biotechnology company, from June 2011 until its acquisition by Celgene Corporation, a public biopharmaceutical company, in March 2012. From 2002 to 2011, Mr. Hirsch held roles of increasing responsibility at Biogen Inc. (“Biogen”), one of the world’s largest biotechnology companies, including vice president of Corporate Strategy and M&A. He holds an M.B.A. from the Tuck School at Dartmouth College and a B.A. in Economics from the University of Pennsylvania. We believe Mr. Hirsch’s qualifications to sit on our Board include his strong business background and experience as an executive at biopharmaceutical companies.			50

Our Board recommends voting “FOR” the election of Meeta Chatterjee and Andrew Hirsch as Class II directors, for a three-year term ending at the annual meeting of stockholders to be held in 2024.

Any properly submitted proxy will be voted in favor of the nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as directors if elected. However, if any nominee is unable to serve or for good cause will not serve as a director, the persons named in the proxy intend to vote in their discretion for one or more substitutes who will be designated by our Board.

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Directors Continuing in Office

Biographical information, including principal occupation and business experience during the last five years, for our directors continuing in office after the Annual Meeting is set forth below.

			Age
Class I Directors (Term Expires at 2023 Annual Meeting)
James C. Mullen has served as chair of our Board since March 2018, and as our President and Chief Executive Officer since February 2021. Mr. Mullen previously served as Chief Executive Officer and a director of Patheon N.V., a pharmaceutical contract development and manufacturing organization, from March 2011 until its acquisition by Thermo Fisher Scientific, Inc. (“Thermo Fisher”), a public biotechnology product development company, in August 2017. Prior to joining Patheon, from June 2000 to June 2010, Mr. Mullen served as the president and Chief Executive Officer of Biogen. Mr. Mullen held various operating positions at Biogen prior to becoming Chief Executive Officer, including Chief Operating Officer, Vice President, International, and Vice President, Operations. Mr. Mullen has served on the board of directors of Thermo Fisher since November 2018. Mr. Mullen previously served on the board of directors of Insulet Corporation, a public medical device company (“Insulet”), from September 2017 until January 2019 and PerkinElmer, Inc., a public technology and service provider for diagnostics, research, environmental and industrial and laboratory services markets, from 2003 to April 2015. He also previously served as Chairman of the Biotechnology Innovation Organization. Mr. Mullen received a B.S. in Chemical Engineering from Rensselaer Polytechnic Institute and an M.B.A. from Villanova University. We believe that Mr. Mullen’s more than 40 years of experience in the biotechnology and pharmaceutical industries, including building leading organizations on a global scale, and his sitting on the board of directors of public and private life sciences companies, qualifies him to serve as a member of our Board.			62
Akshay K. Vaishnaw, M.D., Ph.D., has served as a member of our Board since July 2016. Dr. Vaishnaw has served as the President, Research and Development of Alnylam Pharmaceuticals, Inc. (“Alnylam”), a public company developing RNA-based therapies, since March 2018. Prior to that, Dr. Vaishnaw held a variety of positions at Alnylam, including Executive Vice President, Research and Development from December 2014 until March 2018, Chief Medical Officer from June 2011 until December 2016, Executive Vice President, Senior Vice President, Senior Vice President, Clinical Research and Vice President, Clinical Research. Since May 2019, Dr. Vaishnaw has served as a director of Scholar Rock, Inc., a public biopharmaceutical company. Dr. Vaishnaw is a Fellow of the Royal College of Physicians, United Kingdom. He received his M.D. from University of Wales College of Medicine and his Ph.D. from the University of London. We believe Dr. Vaishnaw’s qualifications to sit on our Board include his strong medical background and experience as an executive at biopharmaceutical companies.			58

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			Age
Class III Directors (Term Expires at 2022 Annual Meeting)
Jessica Hopfield, Ph.D., joined our Board in February 2018 and became lead independent director in February 2021. Dr. Hopfield has served on the board of directors of Insulet since July 2015 and as its lead independent director from August 2016 until January 2019 and on the board of directors of Maravai LifeSciences Holdings, Inc., a public diagnostic and reagent company, since November 2020. Since 2013, Dr. Hopfield has served on the Board of Trustees of the Joslin Diabetes Center, including as the Chairperson from October 2015 until July 2019. She previously served on the board of directors of Radius Health, Inc., a public biopharmaceutical company, from January 2019 until December 2020. Since 2010, Dr. Hopfield has been the principal at J Hopfield Consulting providing guidance and executive coaching to start-up technology firms. From 1995 to 2009, Dr. Hopfield was a Partner of McKinsey & Company in its global pharmaceuticals and medical devices practice and she served clients across pharmaceutical, biotechnology, medical device and consumer industries with a focus on strategy, R&D management, and marketing. Dr. Hopfield also previously held management positions at Merck Sharp & Dohme Corp. in clinical development, outcomes research, and marketing. Dr. Hopfield earned a B.S. from Yale College, an M.B.A. from Harvard Graduate School of Business Administration as a Baker Scholar, and a Ph.D. in Neuroscience/Biochemistry from The Rockefeller University. Dr. Hopfield is directorship certified by the National Association of Corporate Directors. We believe that Dr. Hopfield’s executive and consulting experience in the healthcare, pharmaceutical, and medical device industries and her public company governance experience qualifies her to serve as a member of our Board.			56
David T. Scadden, M.D., joined our Board in February 2019. Dr. Scadden is the Gerald and Darlene Jordan Professor of Medicine at Harvard University, a position he has held since 2006. Since 1995, Dr. Scadden has practiced at the Massachusetts General Hospital, where he founded and directs the Center for Regenerative Medicine and directed the Hematologic Malignancies Center of the MGH Cancer Center for 10 years. Dr. Scadden co-founded and co-directs the Harvard Stem Cell Institute and is Chairman emeritus and Professor of the Harvard University Department of Stem Cell and Regenerative Biology. He is a member of the National Academy of Medicine and the American Academy of Arts and Sciences and a Fellow of the American College of Physicians and the American Academy for the Advancement of Science. He is an affiliate member of the Broad Institute of Harvard and the Massachusetts Institute of Technology and is a former member of the Board of External Experts for the National Heart, Lung and Blood Institute, the Board of Scientific Counselors for the National Cancer Institute and Board of Directors of the International Society for Stem Cell Research. Dr. Scadden has served on the boards of Agios since May 2017, Magenta Therapeutics, Inc., a public biotechnology company where he is a scientific founder, since November 2016, and private biotechnology companies LifeVault Bio and Clear Creek Bio, Inc. since May 2017 and February 2017, respectively. He is also a scientific founder of Fate Therapeutics, Inc., a public biotechnology company. Dr. Scadden holds a B.A. from Bucknell University in English, an M.D. from Case Western Reserve University and holds honorary degrees, including an A.M. from Harvard Medical School, an Sc.D. from Bucknell University and an M.D. from Lund University in Sweden. We believe Dr. Scadden is qualified to serve on our Board due to his scientific expertise in the fields of hematology and oncology.			68

There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director.

There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or any of our subsidiaries.

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Executive Officers Who Are Not Directors

Biographical information for our current executive officers who are not directors is listed below.

			Age
Michelle Robertson has served as our Chief Financial Officer since January 2020. Ms. Robertson previously served as the Chief Financial Officer of Momenta Pharmaceuticals, Inc. (“Momenta”), a publicly traded biotechnology company, from October 2018 until January 2020, and as Vice President, Financial Planning and Analysis of Momenta from May 2017 to October 2018. From 2015 to 2016, Ms. Robertson was Vice President, Oncology Finance for Baxalta, Inc., a biopharmaceutical company, following its spin-off from Baxter International. From 2012 to 2015, Ms. Robertson served as Head of Financial Planning and Analysis and Operations Excellence at Ironwood Pharmaceuticals, Inc., and prior to that, held various Finance and Commercial Operations-leadership positions in the Oncology and Biosurgery divisions at Genzyme Corporation (now Sanofi Genzyme), a biotechnology company. Ms. Robertson received her B.S. in Finance and A.S. in Accounting and Management from Bentley University.			54
Lisa A. Michaels, M.D., has served as our Executive Vice President, Chief Medical Officer since November 2020. Dr. Michaels previously served in roles of increasing responsibility at Bayer Pharmaceuticals, a division of Bayer AG (“Bayer”), a biopharmaceutical company, from July 2009 to November 2020, serving most recently as the head of Bayer’s Rare Diseases, Cell and Gene Therapy therapeutic area. Dr. Michaels received a B.A. in biochemistry and an M.D. from the University of Virginia. Dr. Michaels completed her residency and qualification in pediatrics at Duke University and post-graduate fellowship and qualification in hematology and oncology at the Children’s Hospital of Philadelphia.			56

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CORPORATE GOVERNANCE

Stockholder Engagement

We believe part of effective corporate governance includes active engagement with our stockholders. We value the views of our stockholders and other stakeholders, and we communicate with them regularly and solicit input on a number of topics such as our business strategy, status of research and development programs, our executive compensation program and general corporate governance topics. Our discussions with our investors have been productive and informative, and have provided valuable feedback to our executive management team and our Board to help ensure that our decisions are aligned with stockholder objectives. We remain committed to investing time with our stockholders to increase transparency and better understand our stockholder base and their perspectives.

During the first quarter of 2021, we solicited feedback from institutional investors representing approximately 43% of our outstanding shares. The governance topics discussed include board composition and diversity, classified board elections, and stockholder voting thresholds relating to director election, corporate actions and other matters. Among the actions taken in response to the feedback, management reviewed and discussed the feedback with the Board and we have enhanced our disclosures on diversity, including highlighting our commitment to consider diversity as a factor when evaluating candidates to our board of directors and senior management team. Regarding the other governance feedback received, after discussion and consideration, the nominating and corporate governance committee of our Board (the “Nominating and Corporate Governance Committee”) determined that the company and its stockholders are, at this time, best served by maintaining the current classified board structure and stockholder voting standards. However, the Nominating and Corporate Governance Committee and our Board are committed to regularly considering these governance matters to determine whether they remain in the best interest of our stockholders.

We intend to continue our stockholder outreach following the filing of this Proxy Statement with the SEC, to seek support for our annual meeting proposals and to solicit additional feedback regarding governance and compensation matters of importance to our stockholders. We view this outreach effort as a valuable opportunity to discuss measures that are important to our stockholders. We also intend to continue our stockholder engagement efforts following the Annual Meeting regardless of the vote results on the proposals included herein.

Director Nomination Process

The Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to serve as directors, consistent with criteria approved by our Board, and recommending the persons to be nominated for election as directors, except where we are legally required by contract, law or otherwise to provide third parties with the right to nominate directors.

The process followed by the Nominating and Corporate Governance Committee to identify and evaluate director candidates includes requests to Board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the committee and our Board. The qualifications, qualities and skills that the Nominating and Corporate Governance Committee believes must be met by a committee-recommended nominee for a position on our Board are as follows:

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Nominees should have a reputation for integrity, honesty and adherence to high ethical standards.

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Nominees should have demonstrated business acumen, experience and ability to exercise sound judgments in matters that relate to our current and long-term objectives and should be willing and able to contribute positively to our decision-making process.

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Nominees should have a commitment to understand our company and our industry and to regularly attend and participate in meetings of our Board and its committees.

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Nominees should have the interest and ability to understand the sometimes conflicting interests of our various constituencies, which include stockholders, employees, customers, governmental units, creditors and the general public, and to act in the interests of all stockholders.

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•

Nominees should not have, nor appear to have, a conflict of interest that would impair the nominee’s ability to represent the interests of all of our stockholders and to fulfill the responsibilities of a director.

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Nominees shall not be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law. The value of diversity on our Board is considered.

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Nominees should normally be able to serve for at least five years before reaching the age of 75.

The Nominating and Corporate Governance Committee may use a third-party search firm in those situations where particular qualifications are required or where existing contacts are not sufficient to identify an appropriate candidate. During 2020, the Nominating and Corporate Governance Committee engaged a third-party search firm to identify appropriate director candidates for our Board and such firm identified Meeta Chatterjee, Ph.D., who was appointed to our Board during 2020.

Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential director candidates. Any such proposals should be submitted to our corporate secretary at our principal executive offices and should include appropriate biographical and background material to allow the Nominating and Corporate Governance Committee to properly evaluate the potential director candidate and the number of shares of our stock beneficially owned by the stockholder proposing the candidate. The specific requirements for the information that is required to be provided for such recommendations to be considered are specified in our amended and restated by-laws and must be received by us no later than the date referenced below under the heading “Stockholder Proposals.” Assuming that biographical and background material has been provided on a timely basis, any recommendations received from stockholders will be evaluated in the same manner as potential nominees proposed by the Nominating and Corporate Governance Committee. If our Board determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included on our proxy card for the next annual meeting.

Director Independence

Rule 5605 of the Nasdaq Listing Rules requires a majority of a listed company’s board of directors to be comprised of independent directors within one year of listing. In addition, the Nasdaq Listing Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Audit committee members must also satisfy independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and compensation committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. Under Rule 5605(a)(2), a director will only qualify as an “independent director” if, in the opinion of the listed company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. In order to be considered independent for purposes of Rule 10C-1, the board must consider, for each member of a compensation committee of a listed company, all factors specifically relevant to determining whether a director has a relationship to such company that is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including: the source of compensation of the director, including any consulting advisory or other compensatory fee paid by such company to the director, and whether the director is affiliated with the company or any of its subsidiaries or affiliates.

Our Board has reviewed the composition of our Board and its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that each of Drs. Chatterjee, Hopfield, Scadden and Vaishnaw and Mr. Hirsch is an “independent director” as defined under Nasdaq Listing Rules. Our Board has also determined that Mr. Hirsch and Drs. Chatterjee

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and Hopfield, who comprise the audit committee of our Board (the “Audit Committee”), and Drs. Chatterjee and Vaishnaw and Mr. Hirsch, who comprise the organization, leadership and compensation committee of our Board (the “Compensation Committee”), satisfy the independence standards for such committees established by the SEC and the Nasdaq Listing Rules, as applicable. In making such determination, our Board considered the relationships that each such non-employee director has with our company and all other facts and circumstances our Board deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director.

Board Skills & Experience and Demographic Mix

Our commitment to diversity and inclusion is demonstrated by the composition of our Board, which currently includes two women and two ethnically or racially diverse individuals. The following table and charts provide information regarding our nominees for director and directors continuing in office following the Annual Meeting:

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	Director Independence			Director Tenure

	Overall Board Diversity			Director Age

Board Committees

Our Board has established four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and a science and technology committee (the “Science and Technology Committee”) and may from time to time form such other committees that the Board deems necessary. Each of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Science and Technology Committee operates under a charter, and each such committee reviews its respective charter at least annually. A current copy of the charter for each of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Science and Technology Committee is posted on the corporate governance section of the “Investors” section on our website, which is located at http://www.editasmedicine.com.

Audit Committee

The members of the Audit Committee are Meeta Chatterjee, Ph.D., Andrew Hirsch, and Jessica Hopfield, Ph.D. Mr. Hirsch is the chair of the Audit Committee. James C. Mullen served as a member of the Audit Committee until his appointment as our chief executive officer in February 2021, at which time Dr. Chatterjee was appointed to the Audit Committee. Our Board has determined that Mr. Hirsch is an “audit committee financial expert,” as defined in applicable SEC rules. In making this determination, our Board has considered Mr. Hirsch’s formal education and the nature and scope of his experience as described above. The Audit Committee assists our Board in its oversight of our accounting and financial reporting process and the audits of our consolidated financial statements. The Audit Committee met eight times during the year ended December 31, 2020. The Audit Committee’s responsibilities include:

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

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overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from such firm;

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reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly consolidated financial statements and related disclosures;

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monitoring our internal control over financial reporting, disclosure controls and procedures, and code of business conduct and ethics;

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overseeing our internal audit function, if any;

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discussing our risk management policies;

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•

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

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meeting independently with our internal auditing staff, our independent registered public accounting firm, and management;

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reviewing and approving or ratifying any related person transactions; and

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preparing the Audit Committee report required by SEC rules.

All audit services to be provided to us and all non-audit services, other than de minimis non-audit services, to be provided to us by our registered public accounting firm must be approved in advance by the Audit Committee.

Organization, Leadership and Compensation Committee

The members of the Compensation Committee are Meeta Chatterjee, Ph.D., Andrew Hirsch, and Akshay K. Vaishnaw, M.D., Ph.D. Dr. Vaishnaw is the chair of the Compensation Committee. James C. Mullen served as chair of the Compensation Committee until his appointment as our chief executive officer in February 2021, at which time Dr. Chatterjee was appointed to the Compensation Committee and Dr. Vaishnaw was appointed chair. The Compensation Committee assists our Board in the discharge of its responsibilities relating to the compensation of our executive officers and other members of senior management. The Compensation Committee met six times during the year ended December 31, 2020. The Compensation Committee’s responsibilities include:

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reviewing and making recommendations to our Board with respect to the compensation of our chief executive officer;

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reviewing and approving, or making recommendations to our Board with respect to, the compensation of our other executive officers and senior management;

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overseeing the evaluation and leadership development of our senior executives, including reviewing development, retention and succession plans for such senior executives, excluding succession planning for our chief executive officer;

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assessing, monitoring and making recommendations to our Board with respect to our organizational health, leadership development programs and processes designed to attract, motivate, develop and retain employees;

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reviewing and making recommendations to our Board with respect to our incentive compensation and equity-based compensation plans;

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overseeing and administering our equity-based plans;

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reviewing and making recommendations to our Board with respect to director compensation;

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reviewing and discussing with management our “Compensation Discussion and Analysis” disclosure; and

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preparing the compensation committee report required by SEC rules, which is included in this Proxy Statement.

The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees, as well as outside advisors or consultants, may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice, or to otherwise participate in Compensation Committee meetings. No officer may participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding the compensation for such officer or any immediate family member of such officer. The charter of the Compensation Committee grants the Compensation Committee full access to all of our books, records, facilities, and personnel, as well as authority to obtain, at our expense, advice and assistance from internal and external legal, accounting, or other advisors and consultants, and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. In particular, the Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms.

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Historically, the Compensation Committee reviews all compensation components including base salary, bonus, benefits and equity incentives, as well as severance arrangements, change-in-control benefits and other forms of executive officer compensation and provides a recommendation to the Board on the compensation of our chief executive officer. In addition, the 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. The Compensation Committee also makes recommendations to our Board regarding the compensation of non-employee directors and has the authority to administer our equity-based plans.

Under its charter, the Compensation Committee may from time to time delegate authority to subcommittees as it deems appropriate.

Nominating and Corporate Governance Committee

The members of the Nominating and Corporate Governance Committee are Jessica Hopfield, Ph.D., and David T. Scadden, M.D. Dr. Hopfield is the chair of the Nominating and Corporate Governance Committee. James C. Mullen served as chair of the Nominating and Corporate Governance Committee until his appointment as our chief executive officer in February 2021, at which time Dr. Hopfield was appointed chair. The Nominating and Corporate Governance Committee met five times during the year ended December 31, 2020. The Nominating and Corporate Governance Committee’s responsibilities include:

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identifying individuals qualified to become members of our Board;

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

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developing and recommending to our Board corporate governance principles;

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overseeing succession planning for our chief executive officer; and

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overseeing periodic evaluations of our Board.

The Nominating and Corporate Governance Committee oversees an annual self-evaluation process of our Board and its committees, including an assessment of the contributions of individual directors. At the conclusion of this process, the Nominating and Corporate Governance Committee determines what actions, if any, to present to the Board and the other committees to further enhance the performance and effectiveness of the Board, its committees and individual directors. As appropriate, this process results in updates or changes to our practices as well as commitments to continue existing practices that our directors believe contribute positively to the effective functioning of our Board and its committees.

Science and Technology Committee

The members of the Science and Technology Committee are Jessica Hopfield, Ph.D., David T. Scadden, M.D., and Akshay K. Vaishnaw, M.D., Ph.D. Dr. Scadden is the chair of the Science and Technology Committee. The Science and Technology Committee met four times during the year ended December 31, 2020. Our Science and Technology Committee’s responsibilities include:

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assisting our Board’s oversight of our research and development activities and advising the Board with respect to strategic and tactical scientific issues;

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reviewing, evaluating, and advising our Board and management regarding our long-term strategic goals and objectives and the quality and direction of our research and development program;

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monitoring and evaluating trends in research and development, and recommending to our Board and management emerging technologies for building our technological strength;

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recommending approaches to acquiring and maintaining technology positions (including but not limited to contracts, grants, collaborative efforts, alliances, and capital);

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advising our Board and management on the scientific aspects of business development transactions;

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regularly reviewing our research and development pipeline;

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assisting our Board with its oversight responsibility for enterprise risk management in areas affecting our research and development; and

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reviewing such other topics as delegated to the Science and Technology Committee from time to time by our Board.

Board and Committee Meetings Attendance

The full Board met ten times during 2020. During 2020, each member of the Board attended in person or participated in 75% or more of the aggregate of (i) the total number of meetings of the Board (held during the period for which such person has been a director) and (ii) the total number of meetings held by all committees of the Board on which such person served (during the periods that such person served).

Director Attendance at Annual Meeting of Stockholders

Although we do not have a formal policy regarding attendance by members of our Board at our annual meeting of stockholders, we encourage all of our directors to attend. All members of our Board attended our 2020 annual meeting of stockholders.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code is posted under the heading “Corporate Governance” on the Investors & Media section of our website, which is located at http://www.editasmedicine.com. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.

Corporate Governance Guidelines

Our Board has adopted corporate governance guidelines to assist in the exercise of its duties and responsibilities and to serve the best interests of our company and our stockholders. The guidelines provide that:

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our Board’s principal responsibility is to oversee the management of our company;

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except as required by Nasdaq rules, a majority of the members of our Board must be independent directors;

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the independent directors meet in executive session at least twice a year;

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directors have full and free access to management and, as necessary, independent advisors; and

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the Nominating and Corporate Governance Committee will oversee periodic self-evaluations of the Board to determine whether it and its committees are functioning effectively

A copy of the corporate governance guidelines is posted under the heading “Corporate Governance” on the Investors & Media section of our website, which is located at http://www.editasmedicine.com.

Board Leadership Structure and Board’s Role in Risk Oversight

Board Leadership Structure

Our corporate governance guidelines provide the Board with flexibility to select the leadership structure that the Board believes is most appropriate given the specific characteristics or circumstances of the company at the time. James Mullen has served as chair of the Board since March 2018. In February 2021, he was appointed our president and chief executive officer. In his role as chair of the Board, Mr. Mullen has gained a deep understanding of our business and the strategic priorities and key issues we face. Furthermore, he has more than 40 years of experience in the biotechnology and pharmaceutical industries, including building leading organizations on a global scale, and has sat on the board of directors of public and

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private life sciences companies. Serving as both chair and chief executive officer enables Mr. Mullen to employ his extensive strategic and operational experience and knowledge of our company and our industry in a unified role to focus the Board on key areas essential to our strategic plan, thereby enhancing our long-term value. We believe this combined role also promotes our ability to communicate with a single and consistent voice to stockholders, partners, employees and other stakeholders. As chair of the Board, Mr. Mullen’s responsibilities include determining the frequency and length of board meetings, recommending when special meetings of the Board should be held, preparing or approving the agenda for each Board meeting, and assisting with other corporate governance matters.

While the Board believes the consolidation of the chair and chief executive officer roles is optimal at this time, the Board also believes that strong, independent board leadership is a critical aspect of effective corporate governance. Our corporate governance guidelines provide that if the chair of the Board is not an independent director, then an independent director may be designated to serve as lead independent director. Upon Mr. Mullen’s appointment as president and chief executive officer, the Board appointed Jessica Hopfield, Ph.D., as lead independent director, based on her strong leadership experience as a director on other public company boards of directors, including as lead independent director on the board of directors of Insulet from August 2016 until January 2019. In her role as lead independent director, Dr. Hopfield’s responsibilities include chairing meetings of our independent directors, meeting with any director who is not adequately performing his or her duties as a member of the Board or any committee of the Board, facilitating communications between management and the Board, working with the chair of the Board in the preparation of the agenda for each Board meeting, and otherwise consulting with the chair of the Board on matters relating to corporate governance and Board performance. We believe the role of lead independent director, combined with our other experienced and independent Board members, provides strong independent oversight of management. The Board evaluates our Board leadership structure from time to time and may recommend or implement further alterations of this structure in the future.

Risk Oversight

Risk is inherent with every business and how well a business manages risk can ultimately determine its success. We face a number of risks, including those described under “Risk Factors” in our 2020 Annual Report and in the other reports we file with the SEC from time to time. Our Board is actively involved in oversight of risks that could affect us. This oversight is conducted primarily by our full Board, which has responsibility for general oversight of risks. Our Board oversees our risk management processes directly and through its committees. Our management is responsible for risk management on a day-to-day basis and our Board and its committees oversee the risk management activities of management. Our Board satisfies this responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within our company, including those related to any potential security breaches. The Audit Committee oversees risk management activities related to financial controls, legal and compliance risks and cybersecurity risks. As part of this oversight, the Audit Committee receives regular reports from management on such risks at its regularly scheduled meetings, including reports not less than twice per year relating to data privacy and cybersecurity and the actions management has taken to limit, monitor or control such exposures. The 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 oversees risk management activities relating to our compensation policies and practices, our organizational health and succession planning for the members of our senior management. The Nominating and Corporate Governance Committee oversees risk management activities relating to our Board’s composition and succession planning for our chief executive officer. In addition, members of our senior management team attend our quarterly Board meetings and are available to address any questions or concerns raised by the Board on risk management and any other matters. Our Board believes that full and open communication between management and the Board is essential for effective risk management and oversight.

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Communication with Our Directors

Any interested party with concerns about our company may report such concerns to our Board by submitting a written communication to the attention of our corporate secretary or the chair of the Board at the following address:

c/o Editas Medicine, Inc.
11 Hurley Street
Cambridge, Massachusetts 02141
United States

You may submit your concern anonymously or confidentially by mail. You may also indicate whether you are a stockholder, customer, supplier, or other interested party.

Communications will be forwarded to all directors if they relate to important substantive matters and include suggestions or comments that the chair of the Board (if one is appointed and is an independent director), the lead independent director (if one is appointed) or otherwise the chair of the nominating and corporate governance committee, subject to the advice and assistance of counsel, consider to be important for the directors to know. In general, communications relating to corporate governance and corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we receive repetitive or duplicative communications.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This section discusses the principles underlying our policies and decisions with respect to all material elements of the compensation of our named executive officers.

Our named executive officers for the fiscal year ended December 31, 2020, were:

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Cynthia Collins, our former president and chief executive officer, who ceased serving as our president and chief executive officer on February 15, 2021, upon the appointment of James C. Mullen;

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Michelle Robertson, our chief financial officer;

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Lisa Michaels, M.D., our chief medical officer;

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Charles Albright, Ph.D., our former chief scientific officer, who ceased serving as our chief scientific officer on January 15, 2021;

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Judith Abrams, M.D., our former chief medical officer, who ceased serving as our chief medical officer on May 1, 2020; and

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Erik Ek, our former interim chief financial officer, who ceased serving as our interim chief financial officer on January 8, 2020, upon the appointment of Michelle Robertson.

Management changes during 2020 and Since the End of our Last Completed Fiscal Year

On January 9, 2020, Michelle Robertson was appointed as our chief financial officer, succeeding Erik Ek, an employee of FTI Consulting, Inc. (“FTI”) who was serving as our interim chief financial officer, principal financial officer and principal accounting officer. Our arrangement with FTI for Mr. Ek’s services was terminated in January 2020 in connection with Ms. Robertson’s appointment. In May 2020, we announced that Judith Abrams, M.D., resigned as our chief medical officer and, in connection with her resignation, we entered into an advisory agreement with her. Lisa Michaels, M.D., joined us as chief medical officer in November 2020.

In January 2021, we announced that Charles Albright, Ph.D., our chief scientific officer resigned from the company. Additionally, in February 2021, James C. Mullen was appointed as president and chief executive officer, succeeding Cynthia Collins. In connection with her departure, Ms. Collins entered into a separation agreement with us.

For a discussion of the compensation paid to Mr. Mullen, Ms. Robertson and Dr. Michaels, please see “—Compensation of Our New Chief Executive Officer,” “—Compensation of Our New Chief Financial Officer and Chief Medical Officer,” and “—Employment, Severance, Change in Control Arrangements, Separation and Consulting Arrangements.” The compensation we agreed to pay Ms. Robertson and Dr. Michaels reflects the compensation negotiated with each of them in connection with their hire in 2020. The compensation paid to Mr. Ek reflects the negotiated terms between our company and his employer, FTI, and the temporary role he was asked to play at our company. For a discussion of the agreements we entered into with Ms. Collins and Dr. Abrams in connection with their departures from our company, see “—Employment, Severance, Change in Control Arrangements, Separation and Consulting Arrangements.”

As a result of these special circumstances, the compensation paid to Ms. Robertson, Dr. Michaels, Dr. Abrams and Mr. Ek in 2020 and reflected in this section varies from the compensation for 2020 for our other named executive officers. In addition, Mr. Ek was not included in the annual compensation review undertaken by the Compensation Committee in 2020 and is excluded from the discussion below under “—Executive Compensation Elements & Decisions.”

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Company Background and Select 2020 Business Highlights

Editas Medicine is a leading, clinical stage gene editing company dedicated to developing potentially transformative gene-editing medicines to treat a broad range of serious diseases. The promise of genomic medicines is supported by the advancing knowledge of the human genome and by harnessing the progress in technologies for cell therapy, gene therapy, and, most recently, gene editing. We believe this progress sets the stage for us to create medicines with the potential to have a durable benefit for patients. Our core capability in gene editing uses the technology known as CRISPR (clustered, regularly interspaced, short palindromic repeats) to allow us to create molecules that efficiently and specifically edit DNA. Our mission is to translate the promise of gene editing into a broad class of differentiated, transformational medicines for diseases with high unmet need.

We made significant progress in 2020 across our programs. In our in vivo gene-editing medicine portfolio, we dosed the first cohort, the adult low-dose cohort, in our BRILLIANCE Phase 1/2 clinical trial of EDIT-101, our experimental therapeutic to treat Leber congenital amaurosis type 10. However, we experienced slowed enrollment in 2020 for subsequent cohorts due to the ongoing impact of the COVID-19 pandemic, resulting in a delay in our initiating dosing of the second cohort, the adult mid-dose cohort, until the first quarter of 2021. For our ex vivo gene-edited medicine portfolio, we submitted an investigational new drug application to the U.S. Food and Drug Administration for the initiation of a Phase 1/2 clinical trial for EDIT-301, which we refer to as our RUBY trial, for the treatment of sickle cell disease. We also advanced our induced pluripotent stem cell-derived natural killer cell program for solid tumors. Finally, we advanced our manufacturing capabilities through partnership with a global contract development and manufacturing organization.

	2020 Compensation Highlights
	• Pay-for-Performance: Our corporate accomplishments in 2020 were a direct product of the performance of our named executive officers, and thus were an important factor in determining the 2020 compensation for Cynthia Collins and Michelle Robertson, the only named executive officers eligible to receive the 2020 annual performance-based bonus. Following an assessment of our corporate accomplishments relative to the 2020 corporate goals and weightings thereof established by our Board, the Compensation Committee recommended, and our Board approved, a corporate goal achievement percentage of 70.55%.
	• Stock Ownership Guidelines: We believe that the ownership of meaningful levels of our stock by our directors and executive officers is a critical factor in aligning the long-term interests of our leadership and our stockholders. To promote this goal, in December 2020 we adopted stock ownership guidelines that apply to our non-employee directors and our senior management team, including all of our executive officers.
	• Clawback Policy: In view of applicable law, governance trends and practices of other public companies similar to ours, in December 2020 we adopted a recoupment, or clawback, policy that covers cash and equity incentive-based compensation paid to our executive officers, including our president and chief executive officer, chief financial officer and our principal accounting officer.

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	Early 2021 Compensation Highlights
	• Chief Executive Officer Transition: In February 2021, James C. Mullen was appointed our president and chief executive officer, succeeding Cynthia Collins as our president and chief executive officer. In connection with his appointment, Mr. Mullen did not receive any time-based equity awards, instead receiving only performance-based stock options and a performance-based restricted stock unit award. His offer letter also provides for an annual base salary of $625,000 and an annual target bonus equal to 60% of his base salary, which bonus shall be prorated for 2021.
	• Introduction of PSUs into 2021 Executive Equity Award Program: To further tie executive compensation to corporate performance and stockholder value, in 2021, 25% of annual equity-based compensation awarded to our senior officers will be in the form of performance stock unit (“PSU”) awards, with 25% of the remaining grants in the form of time-based restricted stock unit (“RSU”) awards and 50% in the form of time-based vesting options (based on a target aggregate award value).
	• Amendment of Annual Performance-based Cash Bonus Program: In February 2021, we amended our annual performance-based cash bonus program to provide for independent weighting of corporate and individual achievement to determine a fixed percent of the bonus payable. This amended program will more closely align our overall cash bonus program with corporate achievement, while better rewarding outstanding performers and ensuring that our employees know clearly that we value their contributions.

Say-on-Pay Vote Results

At our 2020 annual meeting of stockholders, we conducted a non-binding advisory vote on the compensation of our named executive officers, commonly referred to as a “say-on-pay” vote, in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Approximately 94% of the votes cast by stockholders on this proposal, excluding broker non-votes and abstaining votes, were cast in support of the compensation paid to our named executive officers. While this vote is a non-binding advisory vote, our Compensation Committee and Board take the voting results into account in determining the compensation of our named executive officers. Given the strong level of support evidenced by last year’s say-on-pay vote, among other factors, our Compensation Committee decided to maintain our general approach to executive compensation and made no significant changes to our executive compensation program in 2020. However, as discussed above and in “—2021 Compensation Actions”, in February 2021 our Compensation Committee introduced PSUs as a component of our equity award program and amended our annual performance-based cash bonus program to further emphasize pay-for-performance in our executive compensation program for 2021.

Our Compensation Committee and Board will continue to consider stockholder input and monitor our executive compensation program to ensure it aligns the interests of our named executive officers with the interests of our stockholders and adequately addresses any stockholder concerns that may be expressed in future votes. Consistent with the recommendation of our Board and the preference of our stockholders as reflected in the non-binding advisory vote on the frequency of future “say-on-pay” votes conducted at our 2019 annual meeting of stockholders, our stockholders will have an opportunity annually to cast an advisory vote in connection with compensation for our named executive officers.

Compensation Objectives and Philosophy

Our compensation programs are designed to attract and retain qualified and talented executives, motivate such executives to achieve our business goals and reward them for short- and long-term performance with a simple and clear compensation structure. To achieve its objectives, the Compensation Committee structures our executives’ compensation with a number of key elements, each with its own focus and purpose. We intend for total compensation, which we define as base salary, incentive cash compensation, equity compensation and benefits, to be competitive in the biopharmaceutical marketplace in which we compete for talent in order to help us achieve our short- and long-term financial and operational goals.

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Element of Compensation	Purpose	Features
Base Salary	Attract, retain and reward talented executives needed to drive our business.	Fixed component of compensation to provide financial stability, based on responsibilities, experience, internal equity, performance and peer company data.
Annual Performance-based Cash Bonuses	Motivate the achievement of business goals that the Compensation Committee and the Board believe are important to the overall success of the business and will enhance stockholder value over time.	Variable component of compensation tied to the achievement of pre-determined quantitative and qualitative corporate performance goals, and for executive officers other than our chief executive officer, on the achievement of pre-determined individual goals that align with our overall priorities.
Equity Incentives	Assist in retaining our named executive officers and aligning their interests with those of our stockholders by allowing them to participate in the longer-term success of our company as reflected in the appreciation of our stock price.	Variable component of compensation in the form of stock options and RSUs typically subject to multi-year vesting based on continued service and tied to the performance of our common stock price, as well as PSUs tied to achievement of pre-established performance goals.

The Compensation Committee works closely with Pearl Meyer & Partners, LLC (“Pearl Meyer”) throughout the year to ensure that our compensation program remains competitive and within market. One of the services provided by Pearl Meyer to the Compensation Committee is the identification of a market framework (including a peer group of companies) for formal compensation benchmarking purposes. Peer group benchmarking is one of the key factors considered by the Compensation Committee in setting named executive officer compensation levels and making other compensation decisions. While starting base salaries and our benefit programs are fixed, merit salary increases, actual cash incentive awards and annual equity grants are based on performance against strategic and operational goals.

Commitment to Pay-for-Performance

The Compensation Committee believes that the total compensation package provided to our named executive officers, which combines both short- and long-term incentives including equity components that are at-risk,

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is competitive without being excessive,

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is at an appropriate level to assure the retention and motivation of highly skilled and experienced leadership,

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is attractive to any additional talent that might be needed in a rapidly changing competitive landscape,

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avoids creating incentives for inappropriate risk-taking by the named executive officers that might be in their own self-interests, but might not necessarily be in the best short- and long-term interests of our stockholders, and

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provides the appropriate incentives to our executives to create long-term organizational and stockholder value.

In establishing the levels and components of compensation for the named executive officers, including our chief executive officer, the Compensation Committee considers a number of factors, including analyses of compensation of peers and other companies in the biopharmaceutical industry, analyses of reports from Pearl Meyer, the satisfaction of (or failure to satisfy) previously-developed performance measurements for the named executive officers and our company, and the value and size of the total vested and unvested equity grants maintained by the named executive officers.

The Compensation Committee retains the authority and flexibility to vary the compensation of any individual named executive officer from the targeted pay framework, based on the unique responsibilities

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and requirements of his or her position, his or her experience and qualifications, internal parity relative to similar positions within our company, and individual or company performance relative to performance goals and our selected peer group to ensure appropriate pay-for-performance alignment. While we do not have a formal or informal policy for allocating between long-term and short-term compensation, between cash and non-cash compensation or among different forms of non-cash compensation, historically, a majority of the compensation for our named executive officers is long-term compensation, balanced with sufficient short-term incentives to encourage consistently strong performance.

As shown in the following charts, our compensation program places an emphasis on performance-linked compensation, with approximately 80% of our chief executive officer’s and, on average, 86% of our other named executive officers’ target compensation being variable, either because it was subject to performance goals, the fluctuations of stock price, or both.

The charts below illustrate the target 2020 pay mix (excluding benefits) for Ms. Collins, who served as our chief executive officer until February 2021, and for our other named executive officers, excluding Dr. Abrams and Mr. Ek, both of whom separated from the company during 2020.

	CEO 2020 Compensation Mix(1)			Average of Other Named Executive Officers 2020 Compensation Mix(1)(2)

(1)

For purposes of these charts, the annual performance-based cash bonus amount reflects the target bonus potential for each individual. See “—2020 Summary Compensation Table” for amounts actually earned by each individual.

(2)

For purposes of this chart, with respect to Ms. Robertson and Dr. Michaels, (i) their respective base salaries have been annualized and (ii) one-time signing bonuses paid to each of them have been excluded.

For our February 2021 annual equity grants, we introduced PSUs as a component of the equity compensation provided to our senior officers, including our named executive officers. In addition, in connection with his appointment as our new chief executive officer in February 2021, Mr. Mullen did not receive any time-based equity awards, instead receiving (i) a performance-based stock option that vests only upon the achievement of specified organizational milestones, (ii) a performance-based stock option that vests only upon the achievement of significant stock price levels and (iii) a performance-based restricted stock unit award that vests only upon the achievement of certain research and development milestones.

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Executive Compensation Program Best Practices

Our Compensation Committee believes that a strong foundation for our compensation program is necessary to execute our executive compensation philosophy effectively. The following best practices serve as the foundation for our executive compensation program:

	What We Do			What We Don’t Do
	✓ Maintain an industry-specific peer group for benchmarking pay			✘ No employment agreements that guarantee a certain compensation level or employment term
	✓ Target pay based on market norms			✘ No guaranteed annual salary increases or guaranteed bonuses
	✓ Balance short-and long-term incentives (through annual cash bonuses and equity awards)			✘ No single-trigger vesting in connection with a change-in-control for equity awards
	✓ Maintain a compensation recoupment (clawback) policy			✘ No executive perquisites or personal benefits beyond limited perquisites for new hires
	✓ Set robust executive and non-employee director Stock Ownership Guidelines			✘ No hedging or pledging or speculative transaction in our securities
	✓ Use multiple financial and strategic measures to determine incentive payouts, include caps on annual incentive payments			✘ No re-pricing of equity awards without shareholder approval
	✓ Engage independent compensation consultant			✘ No excise tax gross-ups

Executive Compensation Process

Role of our Compensation Committee. The Compensation Committee is responsible for, among other things, reviewing and approving, or recommending for approval by our Board, the compensation of our executive officers and our senior management, including salary, bonus and incentive compensation levels, equity compensation (including awards to induce employment), severance arrangements, change-in-control benefits and other forms of executive officer compensation. A full description of the Compensation Committee’s role and responsibilities is in the Compensation Committee’s charter, which is available on our website.

Role of Management. As a part of determining named executive officer performance and compensation, the Compensation Committee receives recommendations from our chief executive officer (except with respect to his or her own compensation and performance). Our chief executive officer’s performance and compensation is approved by our Board based upon the recommendation of the Compensation Committee. The evaluation of each of our named executive officers is based on our overall corporate performance against annual goals that are approved by our Board at the beginning of each year, as discussed in more detail below. At the invitation of the Compensation Committee, certain members of our senior management also participate in Compensation Committee meetings to share their perspective and relevant information on topics that the Compensation Committee is discussing.

Role of the Compensation Committee’s Independent Compensation Consultant. The Compensation Committee has the sole authority to retain, at our expense, one or more third-party compensation consultants to assist the committee in performing its responsibilities. The Compensation Committee may terminate the services of the consultant if the Compensation Committee deems it appropriate. The Compensation Committee utilized the services of Pearl Meyer to assist it in fulfilling its responsibilities in 2019, 2020 and 2021. Pearl Meyer was retained exclusively by the Compensation Committee and has not been retained by management to perform any work for our company other than projects performed at the direction of the Compensation Committee. Pearl Meyer provided analysis and recommendations regarding:

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trends and emerging topics with respect to executive compensation;

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peer group selection for executive compensation benchmarking;

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compensation practices of the selected peer group;

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compensation philosophy and programs, including risk assessment, for executives; and

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stock utilization and other relevant metrics.

Pearl Meyer advised the Compensation Committee on all the principal aspects of executive compensation, including executive new hire compensation arrangements. Pearl Meyer consultants attended meetings of the Compensation Committee, including executive sessions in which executive compensation issues are discussed, when requested to do so. Pearl Meyer reported to the Compensation Committee and not to management, although it met with management for purposes of gathering information for its analyses and recommendations. The Compensation Committee annually evaluates its engagement of compensation consultants, and selected Pearl Meyer to advise with respect to compensation matters based on Pearl Meyer’s industry experience and reputation, which the Compensation Committee concluded gave Pearl Meyer useful context and knowledge to advise it. The Compensation Committee has assessed the independence of Pearl Meyer pursuant to SEC and Nasdaq rules and concluded that no conflict of interest exists that would prevent Pearl Meyer from independently advising the Compensation Committee.

Defining and Comparing Compensation Benchmarks. The Compensation Committee benchmarks our executive compensation against a peer group of companies to determine competitiveness and market trends. The Compensation Committee reviews the companies in our peer group annually, reviews Pearl Meyer’s recommendations regarding which companies should be included in the peer group and makes adjustments as necessary to ensure the peer group continues to properly reflect the market in which we compete for talented executives. The Compensation Committee also annually reviews the executive pay practices of other similarly-situated companies as reported by Pearl Meyer through industry surveys and proxy analysis. These surveys are specific to the biopharmaceutical and biotechnology sector. The Compensation Committee requests customized reports of these surveys so that the compensation data reflect the practices of companies that are like us. The Compensation Committee considers this information when making determinations or recommendations for each element of compensation for our named executive officers.

In developing the peer group of companies to inform 2020 compensation decisions, our Compensation Committee, with the assistance of Pearl Meyer, established a peer group of 20 publicly traded, national and regional companies in the biopharmaceutical industry that was selected based on two categories of companies:

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publicly traded discovery or development stage gene editing or gene therapy companies; and

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publicly traded, Massachusetts-based biotechnology or biopharmaceutical companies that we believe we compete with for executive talent.

Based on these criteria, our peer group for 2020 was comprised of the following companies:

Acceleron Pharma Inc.	Blueprint Medicines Corporation	Regenxbio Inc.
Adverum Biotechnologies, Inc.	CRISPR Therapeutics AG	Rubius Therapeutics, Inc.
Allogene Therapeutics, Inc.	Epizyme, Inc.	Sangamo Therapeutics, Inc.
Arrowhead Pharmaceuticals, Inc.	Fate Therapeutics, Inc.	Syros Pharmaceuticals, Inc.
Audentes Therapeutics, Inc.	Homology Medicines, Inc.	Voyager Therapeutics, Inc.
AVROBIO, Inc.	Intellia Therapeutics Inc.	WAVE Life Sciences Ltd.
bluebird bio, Inc.	Magenta Therapeutics, Inc.

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Sixteen of the twenty peer companies were determined to be focused in the gene editing or therapy space and the remaining four peer companies were other local companies that potentially competed with us for qualified employees. The peer group was reviewed for reasonableness based on the following aggregate size statistics:

Company	Market Capitalization (Dollar Amounts in Millions)(1)			Research and Development Expenses (Dollar Amounts in Millions)(2)			Number of Employees(3)
Median Company in 2020 Peer Group		$	1,295		$	91		133
Editas		$	1,227		$	76		133

(1)

Such amounts were based on publicly available data as of July 31, 2019.

(2)

Research and development expenses represent such expenses for the most recent four quarters of available public data as of July 31, 2019. For our company, such amounts represent the twelve-month period ending on June 30, 2019.

(3)

Most recently available public data as of June 2019.

In evaluating the compensation of our named executive officers for 2020, Pearl Meyer also compared the compensation of select named executive officers to a broader biotechnology industry group, with a focus on public biopharmaceutical companies that were of an equivalent size as our company.

The Compensation Committee believed the compensation practices of our peer group provide us with appropriate compensation benchmarks for evaluating the compensation of our named executive officers. Notwithstanding the similarities of the peer group to our company, due to the nature of our business, we compete for executive talent with many companies that are larger and more established than we are or that possess greater resources than we do, as well as with prestigious academic and non-profit institutions. Other considerations, including market factors, the experience level of the executive and the executive’s performance against established corporate goals and individual objectives, may require the Compensation Committee to vary from its historic compensation practices or deviate from its general compensation philosophy under certain circumstances.

For the purposes of informing 2021 compensation decisions, the Compensation Committee, with the advice of Pearl Meyer, examined our peer group list using the same criteria as the previous year and approved the following companies as our 2021 peer group:

Adverum Biotechnologies, Inc.	Dicerna Pharmaceuticals Inc.*	Regenxbio Inc.
Allogene Therapeutics, Inc.	Fate Therapeutics, Inc.	Rubius Therapeutics, Inc.
Arrowhead Pharmaceuticals, Inc.	Homology Medicines, Inc.	Sangamo Therapeutics, Inc.
AVROBIO, Inc.	Intellia Therapeutics Inc.	Syros Pharmaceuticals, Inc.
bluebird bio, Inc.	Iovance Biotherapeutics, Inc.*	uniQure N.V.*
Constellation Pharmaceuticals Inc.*	Karuna Therapeutics, Inc.*	Voyager Therapeutics, Inc.
CRISPR Therapeutics AG

Addition to 2021 peer group.

In determining the 2021 peer group as compared to the 2020 peer group, the Compensation Committee removed Acceleron Pharma Inc., Blueprint Medicines Corporation and Epizyme, Inc. due to such companies achieving the commercialization stage of their development, Audentes Therapeutics, Inc. due to its acquisition, and Magenta Therapeutics, Inc. and WAVE Life Sciences Ltd. due to their having significantly lower market capitalizations than us. The Compensation Committee also added to our 2021 peer group Karuna Therapeutics, Inc. due to it being a locally-based company that potentially competes with us for qualified employees, Iovance Biotherapeutics, Inc., due to it being a publicly traded company at the discovery or development stage with a similar focus as us, and Constellation Pharmaceuticals Inc., Dicerna Pharmaceuticals Inc. and uniQure N.V. for being both locally-based and publicly traded companies at the discovery or development stage with a similar focus to us.

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The 2021 peer group size statistics presented to the Compensation Committee as part of its evaluation were as follows:

Company	Market Capitalization (Dollar Amounts in Millions)(1)			Research and Development Expenses (Dollar Amounts in Millions)(2)			Number of Employees(3)
Median Company in 2021 Peer Group		$	1,532		$	119		187
Editas		$	2,193		$	116		208

(1)

Such amounts were based on publicly available data as of August 10, 2020.

(2)

Research and development expenses represent such expenses for the most recent four quarters of available public data as of March 31, 2020. For our company, such amounts represent the twelve-month period ending on March 31, 2020.

(3)

Most recently available public data as of June 2020.

Timing of Compensation Actions. Annual base salaries and equity incentive awards for the current year and annual performance-based cash bonuses for the prior year are generally determined in the first quarter of the year based on company and individual performance of the prior year, as well as other factors, including compensation trends in the biopharmaceutical industry and among our benchmark peers, except that our chief executive officer’s annual performance-based cash bonus has historically been entirely based on the achievement of corporate goals and target bonus percentage, as more fully described below.

On an annual basis, our achievement of our corporate goals is assessed by the Compensation Committee in the first quarter of the subsequent year to which such goals relate and the Compensation Committee then either approves or makes a recommendation to the Board regarding the percentage of achievement of such goals and following such recommendation our Board either approves or adjusts the percentage of completion for such goals. With respect to 2020, the achievement of our corporate goals was assessed by the Compensation Committee in the first quarter of 2021 and the Compensation Committee then made a recommendation to our Board regarding the percentage of achievement of such goals and this recommendation was then considered and approved by our Board.

Executive Compensation Elements & Decisions

The primary elements of our executive compensation program are:

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base salary;

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annual performance-based cash bonus;

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equity incentive awards;

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severance and change in control benefits;

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broad-based health and welfare benefits; and

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our 401(k) plan.

Base Salary. Base salaries are used to recognize the experience, skills, knowledge and responsibilities required of our named executive officers. Base salaries for our named executive officers typically are established through arm’s length negotiation at the time the named executive officer is hired, taking into account the position for which the named executive officer is being considered and the named executive officer’s qualifications, and prior experience, as well as benchmarking market data from our compensation consultant. None of our named executive officers are currently party to an employment agreement that provides for automatic or scheduled increases in base salary. However, on an annual basis, the Compensation Committee reviews and evaluates, with input from our chief executive officer (other than with respect to himself or herself), the need for adjustment of the base salaries of our named executive officers based on changes and expected changes in the scope of a named executive officer’s responsibilities, including promotions, the individual contributions made by, and performance of, the named executive officer during the prior year, our overall growth and development as a company and general salary trends in our industry

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and among our peer group and where the named executive officer’s salary falls in the salary range presented by that data. In making decisions regarding salary increases, we may also draw upon the experience of members of our Board. No formulaic base salary increases are provided to our named executive officers.

Based on a review of market data provided by Pearl Meyer, in connection with his promotion to executive vice president and chief scientific officer in August 2019, the Compensation Committee approved a base salary for Dr. Albright of $470,000, which was not adjusted for 2020. The base salary for each of Mses. Collins and Robertson and Drs. Abrams and Michaels was set pursuant to the terms of their respective offer letters entered into in August 2019, December 2019, October 2019 and September 2020, respectively.

The 2019 and 2020 base salaries of each of our named executive officers and the percentage increase compared to 2019 salaries were:

Name	2019 Base Salary ($)			2020 Base Salary ($)		% Increase of 2020 over 2019
Cynthia Collins		$	625,000		625,000		—
Michelle Robertson			—		400,000		—
Lisa Michaels, M.D.			—		470,000		—
Charles Albright, Ph.D.(1)			470,000		470,000		—
Judith Abrams, M.D.			435,000		435,000		—

(1)

Dr. Albright was promoted to executive vice president, chief scientific officer in August 2019. His base salary of $470,000 became effective as of that date; his base salary from January 2019 to August 2019 was $390,653.

Annual Performance-based Cash Bonus. We have designed our annual performance-based cash bonus program, which is generally guided by specified annual corporate and individual goals and contributions, except that our chief executive officer’s annual performance-based cash bonuses have historically been entirely based on the achievement of corporate goals and his or her target bonus amount, to, in each case, emphasize pay-for-performance and reward our named executive officers for our and their performance during the preceding year. For 2020, our annual performance-based cash bonus for our named executive officers was determined solely based on achievement of our corporate goals. Due to Dr. Michaels’ employment commencing in the fourth quarter of 2020, she was not eligible for a 2020 annual performance-based cash bonus program. In addition, as a result of Dr. Abrams’ separation from our company in May 2020 and Dr. Albright’s separation from our company in January 2021, neither was eligible to receive a 2020 annual performance-based cash bonus.

The annual performance-based cash bonus opportunity for 2020 was determined using the following formula:

Base Salary

SEC Form DEF 14A filed by Editas Medicine, Inc.