Independent
Tenure on this board
4.6 yrs
Also a director at
Halozyme Therapeutics Inc (HALO)
2 nominees · 4 ballot items.
Vote to elect two Class I directors, approve on an advisory basis the named executive officers’ compensation, ratify PricewaterhouseCoopers LLP as independent auditors for 2026, and transact any other properly brought business.
Elect two Class I directors (Bernadette Connaughton and Elliott Levy), each to serve a three-year term expiring at the 2029 annual meeting.
Non-binding, advisory 'say-on-pay' vote to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement.
This proposal asks stockholders to cast a non‑binding advisory vote to approve the company’s executive compensation disclosure and arrangements for the named executive officers. Management seeks this advisory endorsement to confirm that its compensation program — which combines base salary, annual performance‑based cash bonuses tied to corporate and (for non‑CEO officers) individual objectives, and long‑term equity incentives in the form of time‑based stock options — aligns executives’ interests with long‑term stockholder value. The Compensation Committee has recently shifted to an all‑options equity approach, eliminating RSUs and PSUs to align with the company’s transition to a preclinical, fully in vivo focus and peer practices, arguing options better promote pay‑for‑performance and retention via multi‑year vesting. The Board also highlights governance features intended to mitigate risk, including independent compensation benchmarking, a clawback policy, and engagement with major stockholders and proxy advisors following a 61% approval in 2025. Management notes that the CEO’s bonus is tied entirely to corporate goals, and that the Board assessed corporate achievement at 91% of target for 2025 when recommending bonuses. As an advisory vote, the result is not binding, but the Board commits to consider the outcome when making future compensation decisions and has engaged with stockholders to address concerns such as pay‑for‑performance alignment and quantitative metrics. The company presents this proposal in the context of strategic changes (shift to in vivo programs, updated peer group, and equity program redesign) intended to strengthen long‑term value creation, while retaining discretion to adjust compensation practices in response to stockholder feedback. Given this context, the Board recommends FOR to signal stockholder support for the Compensation Committee’s approach to align incentives, retain key talent, and drive progress toward clinical milestones.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as Editas Medicine’s independent registered public accounting firm for the 2026 fiscal year.
Consideration and vote on any other matters of business properly brought before the Annual Meeting or any adjournment or postponement thereof.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 4.33% | 4,236,688 | $10M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.29% | 4,204,369 | $10M |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 4.06% | 3,972,160 | $10M |
| 4 | BlackRock, Inc. | 3.63% | 3,557,036 | $9M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.22% | 3,148,570 | $8M |
| 6 | STATE STREET CORP | 2.12% | 2,076,122 | $5M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.00% | 1,960,403 | $5M |
| 8 | Opaleye Management Inc. | 1.97% | 1,926,997 | $5M |
| 9 | Nuveen, LLC | 1.94% | 1,903,318 | $5M |
| 10 | TWO SIGMA INVESTMENTS, LP | 1.58% | 1,549,063 | $4M |
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