PRE 14A 1 crsp-pre_14a-2022.htm PRE 14A PRE 14A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

 

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

 

Preliminary Proxy Statement

 

 

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

 

 

Definitive Proxy Statement

 

 

Definitive Additional Materials

 

 

Soliciting Material Pursuant to §240.14a-12

 

CRISPR THERAPEUTICS AG

(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 all boxes that apply):

 

No fee required.

 

 

Fee paid previously with preliminary materials.

 

 

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

 

 


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CRISPR THERAPEUTICS AG

Baarerstrasse 14

6300 Zug

Switzerland

+41 (0) 41 561 32 77

NOTICE OF INVITATION TO 2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Be Held On June 9, 2022

 

Please read the “Important Notice Regarding COVID 19 (Coronavirus) in Switzerland” on page 6 of this notice.

 

Dear Shareholders:

You are cordially invited to the 2022 annual general meeting of shareholders, or the 2022 Annual General Meeting of CRISPR Therapeutics AG, or the Company, to be held on June 9, 2022 at 8:00 a.m. Central European Summer Time (2:00 a.m. Eastern Daylight Time) at the offices of Walder Wyss Ltd., Seefeldstrasse 123, 8008 Zurich, Switzerland. At the 2022 Annual General Meeting, the Company’s board of directors, or the Board of Directors, will ask the Company’s shareholders to consider and vote on the following matters:

1.
The approval of the Swiss statutory annual report, the consolidated financial statements and the statutory financial statements of the Company for the year ended December 31, 2021.

The Board of Directors proposes to approve the Swiss statutory annual report, the consolidated financial statements and the statutory financial statements of the Company for the year ended December 31, 2021 and to take note of the reports of the auditors. Copies of these documents are available upon written request and are available for download at www.proxydocs.com/CRSP.

2.
The approval of the appropriation of financial results.

The Board of Directors proposes to carry forward the net income resulting from the appropriation of financial results as follows:

Proposed Appropriation of Net Income: in Swiss Francs (“CHF”)

 

 

 

 

 

 

 

Balance brought forward from previous years

 

CHF

 

 

 

(654,883,590

)

 

Net income for the period (on a stand-alone unconsolidated basis):

 

CHF

 

 

 

301,722,415

 

 

Total accumulated net loss:

 

CHF

 

 

 

(353,161,175

)

 

Resolution proposed by the Board of Directors:

 

 

 

 

 

 

 

- RESOLVED, that the net income for the period of CHF
   301,722,415 shall be carried forward.

 

 

 

 

 

 

 

3.
The discharge of the members of the Board of Directors and Executive Committee.

The Board of Directors proposes that the members of the Board of Directors and the Executive Committee of the Company be discharged from personal liability for the business year ended December 31, 2021.

 


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4.
The election and re-election of the members to the Board of Directors.

The Board of Directors proposes that Rodger Novak, M.D. be re-elected as member of the Board of Directors and Chairman of the Board of Directors and that each of Samarth Kulkarni, Ph.D., Bradley Bolzon, Ph.D., Ali Behbahani, M.D., H. Edward Fleming, Jr., M.D., Simeon J. George, M.D., John T. Greene, Katherine A. High, M.D., Douglas A. Treco, Ph.D., and Maria Fardis, Ph.D. be elected or re-elected, as appropriate, as directors, each for a term extending until completion of the 2023 annual general meeting of shareholders.

4.a Re-election of Rodger Novak, M.D., as member and Chairman

4.b Re-election of Samarth Kulkarni, Ph.D.

4.c Re-election of Ali Behbahani, M.D.

4.d Re-election of Bradley Bolzon, Ph.D.

4.e Re-election of H Edward Fleming, Jr., M.D.

4.f Re-election of Simeon J. George, M.D.

4.g Re-election of John T. Greene

4.h Re-election of Katherine A. High, M.D.

4.i Re-election of Douglas A. Treco, Ph.D.

4.j Election of Maria Fardis, Ph.D.

5.
The re-election of the members of the Compensation Committee.

The Board of Directors proposes to re-elect, as appropriate, each of Ali Behbahani, M.D., Simeon J. George, M.D., and John T. Greene as members of the Compensation Committee of the Board of Directors, each for a term extending until completion of the 2023 annual general meeting of shareholders.

5.a Re-election of Ali Behbahani, M.D.

5.b Re-election of Simeon J. George, M.D.

5.c Re-election of John T. Greene

6.
The approval of the compensation for the Board of Directors and the Executive Committee.

The Board of Directors proposes to hold the following separate votes on the non-performance-related and the variable compensation of the Board of Directors and the Executive Committee:

6.a Binding vote on total non-performance-related compensation for members of the Board of Directors from the 2022 Annual General Meeting to the 2023 annual general meeting of shareholders.

The Board of Directors proposes that shareholders approve the total maximum amount of non-performance-related compensation for the members of the Board of Directors covering the period from the 2022 Annual General Meeting to the 2023 annual general meeting of shareholders, i.e., USD $507,000 (cash base compensation).

6.b Binding vote on equity for members of the Board of Directors from the 2022 Annual General Meeting to the 2023 annual general meeting of shareholders.

The Board of Directors proposes that shareholders approve the maximum grant of equity or equity linked instruments for the members of the Board of Directors covering the period from the 2022 Annual General Meeting to the 2023 annual general meeting of shareholders with maximum value of USD $11,738,100 (equity grant date value).

6.c Binding vote on total non-performance-related compensation for members of the Executive Committee from July 1, 2022 to June 30, 2023.

The Board of Directors proposes that shareholders approve the total maximum amount of non-performance-related cash compensation for the members of the Executive Committee covering the period from July 1, 2022 to June 30, 2023, i.e., USD $3,700,579 (cash base compensation plus social security costs).

 


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6.d Binding vote on total variable compensation for members of the Executive Committee for the current year ending December 31, 2022.

The Board of Directors proposes that shareholders approve the total maximum amount of variable compensation for the members of the Executive Committee for the current year ending December 31, 2022, i.e., USD $3,195,625 (cash compensation plus social security costs).

6.e Binding vote on equity for members of the Executive Committee from the 2022 Annual General Meeting to the 2023 annual general meeting of shareholders.

The Board of Directors proposes that shareholders approve the maximum of equity or equity linked instruments for the members of the Executive Committee covering the period from the 2022 Annual General Meeting of shareholders to the 2023 annual general meeting of shareholders with maximum value of USD $55,827,593 (equity grant date value).

7.
Non-binding advisory vote to approve the compensation paid to the Company’s named executive officers under U.S. securities law requirements.

The Board of Directors proposes that shareholders approve an advisory resolution approving the compensation of the Company’s named executive officers, as disclosed in this proxy statement for the 2022 Annual General Meeting of shareholders pursuant to the executive compensation disclosure rules promulgated by the Securities and Exchange Commission.

8.
Non-binding advisory vote on the frequency of future shareholder advisory votes on the compensation paid to the Company’s named executive officers under U.S. securities law requirements.

The Board of Directors proposes that shareholders be provided with an advisory vote on the compensation of the Company’s named executive officers every three years.

9.
The approval of increasing the maximum size of the Board of Directors.

The Board of Directors proposes to increase the maximum size of the Board of Directors to 11 members, and to amend art. 20 of the Articles of Association to reflect the foregoing as follows:

Art. 20 Number of Members, Term of Office

The Board of Directors shall consist of at least 3 and not more than 11 members. The chairman and the members of the Board of Directors are individually elected by the General Meeting for a term of one year until the end of the next Ordinary General Meeting, provided that he/she does not resign or is not replaced during his term.

Art. 20 Anzahl der Mitglieder, Amtsdauer

Der Verwaltungsrat besteht aus mindestens 3 und höchstens 11 Mitgliedern. Der Präsident sowie die Mitglieder des Verwaltungsrates werden jeweils für die Dauer von einem Jahr bis zum Ende der nächsten ordentlichen Generalversammlung einzeln gewählt. Vorbehalten bleiben vorheriger Rücktritt oder Abberufung.

The members of the Board of Directors may be re-elected without limitation. The maximum age limit of members of the Board shall be 75 years. When a member of the Board of Directors reaches this age limit during his term of office, such term shall automatically extend to the next ordinary shareholders' meeting. The shareholders' meeting may resolve to grant an exception to the age limit.

Die Mitglieder des Verwaltungsrates sind jederzeit wieder wählbar. Die oberste Altersgrenze von Mitgliedern des Verwaltungsrats beträgt 75 Jahre. Wenn ein Mitglied des Verwaltungsrats diese Altersgrenze während seiner Amtszeit erreicht, wird diese automatisch zur nächsten ordentlichen Generalversammlung verlängert. Die Generalversammlung kann eine Ausnahme von der Altersgrenze beschliessen.

 

 


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10.
The approval of an adjustment of the maximum number of authorized share capital and extending the date by which the Board of Directors may increase the share capital.

The Board of Directors proposes to adjust the authorized share capital to 20,507,082 shares, to extend the date by which the Board of Directors may increase the share capital to June 10, 2024, and to amend art. 3a para 1 of the Articles of Association to reflect the foregoing as follows:

Art. 3a Authorized Share Capital

The Board of Directors is authorized to increase the share capital, in one or several steps until 10 June 2024, by a maximum amount of CHF 615,212.46 by issuing a maximum of 20,507,082 registered shares with a par value of CHF 0.03 each, to be fully paid up. An increase of the share capital (i) by means of an offering underwritten by a financial institution, a syndicate or another third party or third parties, followed by an offer to the then-existing shareholders of the Company and (ii) in partial amounts shall also be permissible.

 

Art. 3a Genehmigtes Kapital

Der Verwaltungsrat ist ermächtigt, jederzeit bis zum 10. Juni 2024, das Aktienkapital im Maximalbetrag von CHF 615'212.46 durch Ausgabe von höchstens 20'507'082 vollständig zu liberierende Namenaktien mit einem Nennwert von je CHF 0.03 zu erhöhen. Eine Erhöhung des Aktienkapitals (i) durch die Zeichnung von Aktien aufgrund eines von einem Finanzinstitut, eines Verbandes, einer anderen Drittpartei oder Drittparteien unterzeichneten Angebots, gefolgt von einem Angebot gegenüber den zu diesem Zeitpunkt bestehenden Aktionären der Gesellschaft sowie (ii) in Teilbeträgen ist zulässig.

11.
The approval of an adjustment of the conditional share capital for the conversion of bonds and similar debt instruments.

The Board of Directors proposes to adjust the conditional share capital for the conversion of bonds and similar debt instruments from 4,919,700 shares to 8,202,832 shares and amend art. 3b para 1 of the Articles of Association to reflect the foregoing as follows:

Art. 3b Conditional Capital Increase for Bonds and Similar Debt Instruments

The share capital of the Company shall be increased by a maximum amount of CHF 246,084.96 through the issue of a maximum of 8,202,832 registered shares, payable in full, each with a nominal value of CHF 0.03 through the exercise of conversion and/or option rights granted in connection with bonds or similar instruments, issued or to be issued by the Company or by subsidiaries of the Company, including convertible debt instruments.

 

Art. 3b Bedingtes Kapital für Anleihensobligationen oder ähnliche Instrumente

Das Aktienkapital der Gesellschaft wird im Maximalbetrag von CHF 246'084.96 durch Ausgabe von höchstens 8'202'832 vollständig zu liberierenden Namenaktien mit einem Nennwert von CHF 0.03 je Aktie erhöht durch die Ausübung von Wandlungs- und/oder Optionsrechte, welche im Zusammenhang mit von der Gesellschaft oder ihren Tochtergesellschaften emittierten oder noch zu emittierenden Anleihensobligationen oder ähnlichen Instrumenten eingeräumt wurden oder werden, einschliesslich Wandelanleihen.

12.
The approval of an increase in the conditional share capital for employee equity plans.

The Board of Directors proposes to increase the Company’s conditional share capital for employee equity plans by 1,700,000 common shares in order to cover any future share issuances due to the exercise of equity incentive awards under the Company’s employee equity plans and amend art. 3c para. 1 of the Articles of Association as follows:

Art. 3c Conditional Share Capital for Employee Benefit Plans

The share capital of the Company shall be increased by an amount not exceeding CHF 623,979.96 through the issue of a maximum of 20,799,332 registered shares, payable in full, each with a nominal value of CHF 0.03, in connection with the exercise of option rights granted to any employee of the Company or a subsidiary, and any consultant, members of the Board of Directors, or other person providing services to the Company or a subsidiary.

Art. 3c Bedingtes Aktienkapital für Mitarbeiterbeteiligungspläne

Das Aktienkapital kann durch die Ausgabe von höchstens 20'799'332 voll zu liberierenden Namenaktien im Nennwert von je CHF 0.03 um höchstens CHF 623'979.96 durch Ausübung von Optionsrechten erhöht werden, welche Mitarbeitenden der Gesellschaft oder ihrer Tochtergesellschaften, Personen in vergleichbaren Positionen, Beratern, Verwaltungsratsmitgliedern oder anderen Personen, welche Dienstleistungen zu Gunsten der Gesellschaft erbringen, gewährt wurden.

 

 


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13.
The approval of an Amendment to the CRISPR Therapeutics AG 2018 Stock Option and Incentive Plan.

The Board of Directors proposes to amend the CRISPR Therapeutics AG 2018 Stock Option and Incentive Plan, or the 2018 Plan, to (a) increase the total number of common shares which may be issued pursuant to the 2018 Plan by 1,700,000 common shares, increasing the total number of common shares issuable under the 2018 Plan to 14,700,000 common shares, plus the number of shares that were available for issuance under the CRISPR Therapeutics AG Amended and Restated 2016 Stock Option and Incentive Plan, or the 2016 Plan, on the original effective date of the 2018 Plan, plus any common shares underlying any awards that are forfeited, canceled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without any issuance of common shares, expired or are otherwise terminated, other than by exercise, under the 2018 Plan, the 2016 Plan and the CRISPR Therapeutics AG 2015 Stock Option and Grant Plan; and (b) increase the number of shares that may be issued under the 2018 Plan in the form of incentive stock options by 1,700,000 common shares.

14.
The re-election of the independent voting rights representative.

The Board of Directors proposes the re-election of lic. iur. Marius Meier, Attorney at Law, Lautengartenstrasse 7, CH-4052 Basel, as the independent voting rights representative until the closing of the 2023 annual general meeting of shareholders.

15.
The re-election of the auditors.

The Board of Directors proposes to re-elect Ernst & Young AG as the Company’s statutory auditor for the term of office of one year and the re-election of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.

16.
The transaction of any other business that may properly come before the 2022 Annual General Meeting or any adjournment or postponement thereof.

In light of the continuing concerns resulting from the global spread of the SARS-CoV-2 virus (coronavirus) and the COVID-19 pandemic and the uncertainty whether our chairman or any member of the Board of Directors will be able to personally attend the 2022 Annual General Meeting, the Board of Directors may make an ad hoc proposal for the election of an ad hoc chairperson of the 2022 Annual General Meeting if neither our chairman nor any other member of the Board of Directors is able to preside at the 2022 Annual General Meeting. Please read the “Important Notice Regarding COVID-19 (Coronavirus) in Switzerland” below.

The foregoing items of business are more fully described in the attached proxy statement, which forms a part of this notice and is incorporated herein by reference. Shareholders of record at the close of business on April 18, 2022 will be entitled to notice of and to vote at the 2022 Annual General Meeting or any adjournment or postponement thereof.

We have elected to provide access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. We believe that providing our proxy materials over the Internet expedites shareholders’ receipt of proxy materials, lowers costs and reduces the environmental impact of our annual general meeting.

Due to the ongoing current spread of the SARS-CoV-2 virus (coronavirus) and the COVID-19 pandemic in Switzerland and globally, and in accordance with the Swiss Federal Act on the Statutory Principles for Federal Council Ordinances on Combating the COVID-19 Epidemic of 25 September 2020, and the Ordinance 3 on Measures to Combat the Coronavirus (COVID-19), enacted by the Swiss Federal Council on June 19, 2020, in each case as amended from time to time (the COVID-19 Regime), the Board of Directors has decided that shareholders can exercise their rights at the 2022 Annual General Meeting through the independent voting rights representative, as in-person attendance of shareholders at the 2022 Annual General Meeting will not be possible. Under current Swiss statutory corporate law, virtual meetings are not permitted, and under the COVID-19 Regime, voting is permitted only by ballot or electronic means or through the independent voting rights representative. Please read the “Important Notice Regarding COVID-19 (Coronavirus) in Switzerland” on page 6 of the Notice of Invitation to 2022 Annual General Meeting of Shareholders. We encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. Please review the instructions on each of your voting options described in the proxy statement.

 


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Thank you for your ongoing support and continued interest in CRISPR Therapeutics AG.

 

 

By Order of the Board of Directors,

 

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Rodger Novak, M.D.

Chairman of the Board of Directors

Zug, Switzerland

April , 2022

 

Important Notice Regarding Internet Availability of Proxy Materials: This proxy statement and our 2021 annual report to shareholders, or the 2021 Annual Report, which includes our Annual Report on Form 10-K for the year ended December 31, 2021, are available at www.proxydocs.com/CRSP. These documents are also available to any shareholder who wishes to receive a paper copy by calling (866) 648-8133, by emailing paper@investorelections.com or by submitting a request over the Internet at www.investorelections.com/CRSP.

 

Important Notice Regarding COVID-19 (Coronavirus) in Switzerland: In light of the continuing concerns resulting from the global spread of the SARS-CoV-2 virus (coronavirus) and the COVID-19 pandemic, to protect the health of our shareholders and employees, and in accordance with the Swiss Federal Act on the Statutory Principles for Federal Council Ordinances on Combating the COVID-19 Epidemic of 25 September 2020, as amended from time to time, and the Ordinance 3 on Measures to Combat the Coronavirus (COVID-19), enacted by the Swiss Federal Council on June 19, 2020, as amended from time to time (also referred to as the COVID-19 Regime), the Board of Directors has decided that shareholders can again exercise their rights at the 2022 Annual General Meeting exclusively through the independent voting rights representative, as in-person attendance at the 2022 Annual General Meeting will not be possible. We do not yet know if the members of the Board of Directors and the management will be able to be present at the 2022 Annual General Meeting, and questions, requests for information, proposals for motions, ad hoc proposals (including the election of an ad hoc chairperson for the 2022 Annual General Meeting if neither our chairman nor any other member of the Board of Directors is able to preside at the 2022 Annual General Meeting) and statements made for the record by shareholders may only be submitted in writing or electronically in advance to the 2022 Annual General Meeting. Shareholders are advised that, depending on the spread of the SARS-CoV-2 virus (coronavirus) and the COVID-19 pandemic over the course of the next months, changes to the applicable laws, rules, regulations and restrictions imposed by applicable Swiss and other governmental authorities, including the COVID-19 Regime, may be made with little or no advance notice and affect the 2022 Annual General Meeting.

 

 


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TABLE OF CONTENTS

 

INFORMATION CONCERNING SOLICITATION AND VOTING

1

IMPORTANT INFORMATION ABOUT THE ANNUAL GENERAL MEETING AND VOTING

2

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

7

Election of Directors

7

Corporate Governance Matters

11

Code of Business Conduct and Ethics

11

Board Leadership Structure and Risk Oversight

11

Board of Directors Meetings and Attendance

12

Board of Directors Diversity Matrix

13

Board of Directors Determination of Independence

13

Communicating with the Independent Directors

14

Committees of the Board of Directors

14

Director Nomination Process

17

Shareholder Nominations

18

Our Corporate Responsibility Efforts

19

Policies and Procedures for Related Person Transactions

20

Related Person Transactions

20

EXECUTIVE OFFICERS

21

EXECUTIVE COMPENSATION

22

Compensation Discussion and Analysis

22

Executive Summary

22

Overview of Executive Compensation Program

22

Say on Pay

23

Governance of Executive Compensation Program

24

Primary Elements of Executive Compensation Program

28

Other Employee Benefits

34

Other Compensation Policies and Practices

35

NEO Compensation Tables

37

Summary Compensation Table

37

Grants of Plan-Based Awards for Fiscal Year 2021

38

Outstanding Equity Awards at Fiscal Year-End

39

Option Exercises and Stock Vested in Fiscal Year 2021

41

Potential Payments on Termination or Change in Control

42

Employment Arrangements with our NEOs

43

COMPENSATION COMMITTEE REPORT

45

CEO PAY RATIO DISCLOSURE

46

Pay Ratio Disclosure

46

Pay Ratio Methodology

46

DIRECTOR COMPENSATION

47

Director Compensation Table

48

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

49

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

50

MATTERS TO BE VOTED ON

51

Proposal 1: Approval of the Swiss Statutory Annual Report, the Consolidated Financial Statements and the Statutory Financial Statements of CRISPR Therapeutics AG

51

Proposal 2: Approval of the Appropriation of Financial Results

52

Proposal 3: Discharge of the Members of the Board of Directors and Executive Committee

53

Proposal 4: Election of Directors

54

Proposal 5: Election of Members of the Compensation Committee

57

Proposal 6: Approval of the Compensation for the Board of Directors and the Members of the Executive Committee

58

Proposal 7: Non-Binding Advisory Vote on the Compensation Paid to the Company's Named Executive Officers

60

Proposal 8: Non-Binding Advisory Vote on the Frequency of Advisory Votes on Executive Compensation

61

 

 


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Proposal 9: Approval of Increasing the Maximum Size of the Board of Directors

62

Proposal 10: Approval of an Adjustment of the Maximum Number of Authorized Share Capital and Extending the Date by which the Board of Directors may Increase the Share Capital

64

Proposal 11: Approval of an Adjustment of the Conditional Share Capital for the Conversion of Bonds and Similar Debt Instruments

66

Proposal 12: Increase of the Conditional Share Capital for Employee Equity Plans

68

Proposal 13: Approval of Amendment to the CRISPR Therapeutics AG 2018 Stock Option and Incentive Plan

71

Proposal 14: Re-election of Independent Voting Rights Representative

77

Proposal 15: Re-election of Ernst & Young AG as our statutory auditor for the term office of one year and the election of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021

78

TRANSACTION OF OTHER BUSINESS

80

STOCK OWNERSHIP AND REPORTING

81

Security Ownership of Certain Beneficial Owners and Management

81

Restrictions on Voting Rights

83

OTHER MATTERS

85

Shareholder Proposals and Directors Nominations

85

Householding of Annual General Meeting Materials

85

 

 


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CRISPR THERAPEUTICS AG

Baarerstrasse 14

6300 Zug

Switzerland

+41 (0)41 561 32 77

 

PROXY STATEMENT

 

2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Be Held on June 9, 2022

 

INFORMATION CONCERNING SOLICITATION AND VOTING

This proxy statement and the enclosed proxy card are being furnished in connection with the solicitation of proxies by the board of directors, or the Board of Directors, of CRISPR Therapeutics AG, or the Company, for use at the 2022 annual general meeting of shareholders, or the 2022 Annual General Meeting, to be held on June 9, 2022 at 8:00 a.m. Central European Summer Time (2:00 a.m. Eastern Daylight Time) at the offices of Walder Wyss Ltd., Seefeldstrasse 123, 8008 Zurich, Switzerland, and at any adjournment thereof. Please read the “Important Notice Regarding COVID-19 (Coronavirus) in Switzerland” on page 6 of the Notice of Invitation to 2022 Annual General Meeting of Shareholders.

Unless otherwise stated, all references to “us,” “our,” “CRISPR,” “CRISPR Therapeutics,” “we,” the “Company” and similar designations refer to CRISPR Therapeutics AG and its consolidated subsidiaries. References to our website are inactive textual references only, and the contents of our website are not incorporated by reference into this proxy statement.

This proxy statement summarizes information about the proposals to be considered at the meeting and other information you may find useful in determining how to vote. The proxy card is the means by which you actually authorize another person to vote your shares in accordance with your instructions. We are making this proxy statement, the related proxy card and our annual report to shareholders for the year ended December 31, 2021, or the 2021 Annual Report, available to shareholders for the first time on or about April , 2022.

A copy of our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the United States Securities and Exchange Commission, or the SEC, except for exhibits, will be furnished without charge to any shareholder upon written or oral request to CRISPR Therapeutics, Inc., 610 Main Street, Cambridge, Massachusetts 02139, on the internet at www.proxydocs.com/CRSP, by calling (866) 648-8133, by emailing paper@investorelections.com or by submitting a request over the Internet at www.investorelections.com/CRSP. This proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2021 are also available on the SEC’s website at www.sec.gov.

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IMPORTANT INFORMATION ABOUT THE ANNUAL GENERAL MEETING AND VOTING

Q. Why did I receive these proxy materials?

A. Our Board of Directors has made these materials available to you on the Internet in connection with the solicitation of proxies for use at our 2022 Annual General Meeting to be held on June 9, 2022 at 8:00 a.m. Central European Summer Time (2:00 a.m. Eastern Daylight Time) at the offices of Walder Wyss Ltd., Seefeldstrasse 123, 8008 Zurich, Switzerland. As a holder of common shares, you are invited to the 2022 Annual General Meeting and are requested to vote on the items of business described in this proxy statement. Please read the “Important Notice Regarding COVID-19 (Coronavirus) in Switzerland” on page 6 of the Notice of Invitation to 2022 Annual General Meeting of Shareholders regarding in-person attendance at the 2022 Annual General Meeting. This proxy statement includes information that is designed to assist you in voting your shares and that we are required to provide to you under SEC rules and applicable Swiss laws.

Q. Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

A. In accordance with the SEC rules, we may furnish proxy materials, including this proxy statement and our 2021 Annual Report, to our shareholders by providing access to such documents on the Internet instead of mailing printed copies. If you would like to receive a paper copy of our proxy materials, you should follow the instructions for requesting such materials in the notice.

Q. What is the purpose of the 2022 Annual General Meeting?

A. At the 2022 Annual General Meeting, shareholders will consider and vote on the following matters:

1.
The approval of the Swiss statutory annual report, the consolidated financial statements and the statutory financial statements of the Company for the year ended December 31, 2021 (Proposal 1);
2.
The approval of the appropriation of financial results (Proposal 2);
3.
The discharge of the members of the Board of Directors and the Executive Committee (Proposal 3);
4.
The re-election of nine directors to our Board of Directors, including the chairman of the Board of Directors, each for a term extending until the completion of the 2023 annual general meeting of shareholders (Proposals 4.a-4.i);
5.
The re-election of the members of the Compensation Committee of the Board of Directors (Proposals 5.a-5.c);
6.
The approval of the compensation for the Board of Directors and the members of the Executive Committee (Proposals 6.a-6.e);
7.
The non-binding advisory vote to approve the compensation paid to the Company’s named executive officers under U.S. securities law requirements (Proposal 7);
8.
The non-binding advisory vote on the frequency of future shareholder advisory votes on the compensation paid to the Company’s named executive officers under U.S. securities law requirements (Proposal 8);
9.
The approval of increasing the maximum size of the Board of Directors (Proposal 9);
10.
The approval of an adjustment to the maximum number of authorized share capital and extending the date by which the Board of Directors may increase the share capital (Proposal 10);
11.
The approval of an adjustment to the conditional share capital for the conversion of bonds and similar debt instruments (Proposal 11);
12.
The approval of an increase in the conditional share capital for employee equity plans (Proposal 12);

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13.
The approval of an amendment to the CRISPR Therapeutics AG 2018 Stock Option and Incentive Plan (Proposal 13);
14.
The re-election of the independent voting rights representative (Proposal 14);
15.
The re-election of Ernst & Young AG as our statutory auditor for the term of office of one year and the re-election of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022 (Proposal 15); and
16.
The transaction of any other business that may properly come before the 2022 Annual General Meeting or any adjournment or postponement thereof.

Q. Who can vote at the 2022 Annual General Meeting?

A. To be entitled to vote, you must have been a shareholder of record at the close of business on April 18, 2022, the record date for our 2022 Annual General Meeting. As of the record date, there were common shares outstanding and entitled to vote at the 2022 Annual General Meeting. Members of our Board of Directors and our Executive Committee are not allowed to vote on the proposal to discharge the members of the Board of Directors and the Executive Committee from personal liability for the business year ended December 31, 2021.

Q. How many votes do I have?

A. Each common share that you own as of the record date will entitle you to one vote on each matter considered at the 2022 Annual General Meeting. There is no cumulative voting in the election of directors.

Q. How do I vote?

A. If you are the “record holder” of your shares, meaning that your shares are registered in your name in the records of our transfer agent, American Stock Transfer & Trust Company, LLC, and not through a bank, brokerage firm or other nominee, you may vote your shares at the meeting by proxy as follows:

1.
Over the Internet: To vote over the Internet, please go to the following website: www.proxypush.com/crsp, and follow the instructions on that website for submitting your proxy electronically. If you vote over the Internet, you do not need to complete and mail your proxy card or vote your proxy by telephone. You must specify how you want your shares voted, or your Internet vote cannot be completed and you will receive an error message. You must submit your Internet proxy before 11:59 p.m., Central European Summer Time (5:59 p.m. Eastern Daylight Time), on June 8, 2022, the day before the 2022 Annual General Meeting, for your proxy to be valid and your vote to count.
2.
By Telephone: To vote by telephone, please call 866-286-3217, and follow the instructions provided on the proxy card. If you vote by telephone, you do not need to complete and mail your proxy card or vote your proxy over the Internet. You must specify how you want your shares voted and confirm your vote at the end of the call, or your telephone vote cannot be completed. You must submit your telephonic proxy before 11:59 p.m., Central European Summer Time (5:59 p.m. Eastern Daylight Time), on June 8, 2022, the day before the 2022 Annual General Meeting, for your proxy to be valid and your vote to count.
3.
By Mail: To vote by mail, you must mark, sign and date the proxy card and then mail the proxy card in accordance with the instructions on the proxy card. If you vote by mail, you do not need to vote over the Internet or by telephone. Broadridge Financial Solutions, Inc. must receive the proxy card not later than June 8, 2022, the day before the 2022 Annual General Meeting, for your proxy to be valid and your vote to count. If you return your proxy card but do not specify how you want your shares voted on any particular matter, they will be voted in accordance with the recommendations of our Board of Directors.

No In-Person Attendance at the 2022 Annual General Meeting: Due to the ongoing spread of the SARS-CoV-2 virus (coronavirus) and the COVID-19 pandemic in Switzerland and globally, in-person attendance of shareholders at the 2022 Annual General Meeting will not be possible. Please read the “Important Notice

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Regarding COVID-19 (Coronavirus) in Switzerland” on page 6 of the Notice of Invitation to 2022 Annual General Meeting of Shareholders.

If your shares are held in “street name,” meaning they are held for your account by an intermediary, such as a broker, then you are deemed to be the beneficial owner of your shares, and the broker that actually holds the shares for you is the record holder and is required to vote the shares it holds on your behalf according to your instructions. The proxy materials, as well as voting and revocation instructions, should have been forwarded to you by the broker that holds your shares. In order to vote your shares, you will need to follow the instructions that your broker provides you. Many brokers solicit voting instructions over the Internet or by telephone.

If you do not give instructions to your broker, your broker will still be able to vote your shares with respect to certain “routine” items. The following proposals are considered routine items:

- Proposal No. 1 (approval of the Swiss statutory annual report, the consolidated financial statements and statutory financial statements of the Company for the year ended December 31, 2021);

- Proposal No. 2 (approval of the appropriation of financial results);

- Proposal No. 10 (approval of adjusting the maximum number of authorized share capital and extending the date by which the Board of Directors may increase the share capital);

- Proposal No. 14 (re-election of the independent voting rights representative); and

- Proposal No. 15 (election of Ernst & Young AG as our statutory auditor and election of Ernst & Young LLP as our independent registered public accounting firm).

Accordingly, your broker may vote your shares in its discretion with respect to these proposals even if you do not give voting instructions.

Although brokers have discretionary authority to vote shares on “routine” matters, they do not have authority to vote shares on “non-routine” matters under applicable stock exchange rules. We believe that the following proposals to be voted on at the 2022 Annual General Meeting will be considered to be “non-routine” under the applicable stock exchange rules and, if you do not give your broker voting instructions on such proposals, your broker may not vote your shares with respect to these matters and your shares will be counted as “broker non-votes” with respect to the proposal. A “broker non-vote” occurs when shares held by a broker are not voted with respect to a particular proposal because the broker does not have or did not exercise discretionary authority to vote on the matter and has not received voting instructions from its clients. As a result, a broker non-vote is neither a vote cast nor a vote represented, respectively.

- Proposal No. 3 (discharge of the members of the Board of Directors and Executive Committee);

- Proposal Nos. 4.a-4.j (election and re-election of directors and the chairman to our Board of Directors);

- Proposal Nos. 5.a-5.c (re-election of the members of the Compensation Committee);

- Proposal Nos. 6.a-6.e (compensation for the Board of Directors and the members of the Executive Committee);

- Proposal No. 7 (non-binding advisory vote to approve the compensation paid to our named executive officers under U.S. securities law requirements);

- Proposal No. 8 (non-binding advisory vote on the frequency of future shareholder advisory votes on the compensation paid to our named executive officers under U.S. securities law requirements);

- Proposal No. 9 (approval of increasing the maximum size of the Board of Directors);

- Proposal No. 11 (approval of an adjustment to the conditional share capital for the conversion of bonds and similar debt instruments);

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- Proposal No. 12 (approval of an increase in the conditional capital for employee equity plans); and

- Proposal No. 13 (approval of an amendment to the CRISPR Therapeutics AG 2018 Stock Option and Incentive Plan).

Q. Can I change my vote?

A. If your shares are registered directly in your name, you may revoke your proxy and change your vote at any time before the vote is taken at the 2022 Annual General Meeting. To do so, you must do one of the following:

1.
Vote over the Internet or by telephone as instructed above. Only your latest Internet or telephone vote is counted.
2.
Sign and return a new proxy card. Only your latest dated and timely received proxy card will be counted.
3.
Give our corporate secretary written notice before or at the 2022 Annual General Meeting that you want to revoke your proxy.

If your shares are held in “street name,” you may submit new voting instructions by contacting your broker or other nominee.

Q. How many shares must be represented to have a quorum and hold the 2022 Annual General Meeting?

A. There is no quorum requirement for the meeting. Under Swiss law, public companies do not have specific quorum requirements for shareholder meetings, and our Articles of Association do not otherwise provide for a quorum requirement.

Q. What vote is required to approve each matter and how are votes counted?

A. Each proposal, except proposals 9, 10, 11 and 12, requires the affirmative vote of a majority of the share votes cast at the 2022 Annual General Meeting, excluding unmarked, invalid and non-exercisable votes and abstentions.

Proposals 9, 10, 11 and 12 require the affirmative vote of at least two thirds of the represented share votes at the 2022 Annual General Meeting.

Q. How does the Board of Directors recommend that I vote on the proposals?

A. Our Board of Directors recommends that you vote “FOR” each of the proposals.

Q. Are there other matters to be voted on at the 2022 Annual General Meeting?

A. We do not know of any matters that may come before the 2022 Annual General Meeting other than the proposals set forth in this notice. If any other matters are properly presented at the annual general meeting, the persons named in the accompanying proxy intend to vote, or otherwise act, in accordance with their judgment on the matter.

Q. Where can I find the voting results?

A. We plan to announce preliminary voting results at the 2022 Annual General Meeting and will report final voting results in a Current Report on Form 8-K filed with the SEC within four business days following the end of the meeting.

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Q. What are the costs of soliciting these proxies?

A. We will bear the cost of soliciting proxies. In addition to solicitation by mail, our directors, officers and employees may solicit proxies by telephone, e-mail, facsimile and in person without additional compensation. We may reimburse brokers or persons holding shares in their names, or in the names of their nominees, for their expenses in sending proxies and proxy material to beneficial owners. We have retained Georgeson LLC to assist in the solicitation of proxies for a fee of approximately $23,500 plus customary costs and expenses for these services.

Q. Whom should I contact if I have any questions?

A. If you have any questions about the 2022 Annual General Meeting or your ownership of our common shares, please contact Michael Esposito, our Executive Director, Controller. He may be contacted before June 8, 2022 at 610 Main Street, Cambridge, Massachusetts 02139; telephone: +1 617-315-4600. Alternatively, any questions may be directed by e-mail to: secretary@crisprtx.com.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Election of Directors

Our Board of Directors is comprised of one class, with members holding office for one year terms. There are currently nine directors on our Board of Directors (Rodger Novak, M.D., Samarth Kulkarni, Ph.D., Bradley Bolzon, Ph.D., Ali Behbahani, M.D., H. Edward Fleming, Jr., M.D., Simeon J. George, M.D., John T. Greene, Katherine A. High, M.D. and Douglas A. Treco, Ph.D.), whose terms expire at the 2022 Annual General Meeting, subject to such director’s earlier death, resignation or removal.

Set forth below are the names and certain information for each member and nominee of the Board of Directors, as of March 15, 2022. The information presented includes each director and nominee’s principal occupation and business experience for the past five years, and the names of other public companies of which he or she has served as a director during the past five years. The information presented below regarding the specific experience, qualifications, attributes and skills of each director and nominee led our nominating and corporate governance committee and our Board of Directors to conclude that he or she should serve as a director and be nominated for directorship at the 2022 Annual General Meeting. In addition, we believe that each director and nominee possesses the attributes or characteristics which the nominating and corporate governance committee expects of each director. These attributes and characteristics are further described in “—Corporate Governance Matters—Director Nomination Process.” There are no family relationships among any of our directors or executive officers.

Name

 

Age

 

Position(s)

Ali Behbahani, M.D. (1a)(1b)(2a)(2b)

 

45

 

 Director

Bradley Bolzon, Ph.D. (2a)(2b)

 

62

 

 Director

Maria Fardis, Ph.D.

 

54

 

 Director nominee

H. Edward Fleming, Jr., M.D. (3a)(3b)

 

59

 

 Director

Simeon J. George, M.D. (1a)(1b)

 

44

 

 Director

John T. Greene (1a)(1b)(3a)(3b)

 

56

 

 Director

Katherine A. High, M.D. (2a)(2b)

 

70

 

 Director

Samarth Kulkarni, Ph.D.

 

43

 

 Chief Executive Officer

Rodger Novak, M.D.

 

54

 

 Chairman and President

Douglas A. Treco, Ph.D. (2a)(2b)(3a)(3b)

 

64

 

 Lead Independent Director

 

(1a) Current member of the Compensation Committee.

(1b) Subject to and following the election of directors at the 2022 Annual General Meeting, will be a member of the Compensation Committee.

(2a) Current member of the Nominating and Corporate Governance Committee.

(2b) Subject to and following the election of directors at the 2022 Annual General Meeting, will be a member of the Nominating and Corporate Governance Committee.

(3a) Current member of the Audit Committee.

(3b) Subject to and following the election of directors at the 2022 Annual General Meeting, will be a member of the Audit Committee.

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Nominee for Re-Election as Member and Chairman of the Board of Directors

Rodger Novak, M.D., Co-Founder, Chairman and President: Dr. Novak co-founded CRISPR Therapeutics AG in November 2013, has served as a director on our Board of Directors since inception, served as our Chief Executive Officer until December 1, 2017 and, since that date, has served as our President and since December 21, 2017 as our Chairman. In addition to his roles with the Company, Dr. Novak also joined SR One Capital Management, LP, or SR One, in November 2020 as a Venture Partner based in Switzerland supporting SR One on new company formation and early-stage investment. Prior to joining our company, Dr. Novak served as Global Head Anti-infectives Research and Development at Sanofi, a pharmaceutical company. Prior to Sanofi, Dr. Novak co-founded Nabriva Therapeutics AG, a biopharmaceutical company, in January 2006, and served as its Chief Operating Officer from inception to May 2012. From March 2003 to January 2006, Dr. Novak served as the Deputy Head of the Antibiotic Research Institute at Sandoz GmbH. Dr. Novak was appointed as Professor for Microbiology at the Vienna Biocenter in March 2001. Dr. Novak received an M.D. from Philipps University of Marburg, Germany. He continued with post-doctoral work in New York City at The Rockefeller University, St. Jude Children’s Research Hospital and the Skirball Institute of Biomolecular Medicine at NYU Langone Medical Center. Dr. Novak has authored numerous publications, including articles in Nature, Nature Medicine and Molecular Cell and is a co-inventor of five patents. We believe Dr. Novak’s experience as our Chief Executive Officer, as well as his experience in the biopharmaceutical industry, qualifies him to serve on our Board of Directors.

Nominee for Election as Member

Maria Fardis, Ph.D. Dr. Fardis has been a venture partner at Frazier Life Sciences since 2021. Dr. Fardis previously served as President and Chief Executive Officer of Iovance Biotherapeutics, Inc. (Nasdaq: IOVA), a biopharmaceutical company, and as a member of its board of directors from June 2016 through June 2021. Dr. Fardis previously served as the Chief Operating Officer of Acerta Pharma B.V., a biopharmaceutical company, from 2015 to 2016. From 2011 to 2014, she was at Pharmacyclics, Inc. and served as Chief of Oncology Operations and Alliances. Prior to joining Pharmacyclics, from 2001 to 2011, Dr. Fardis held increasingly senior positions in Medicinal Chemistry and the project and portfolio management at Gilead Sciences, Inc. Dr. Fardis received her Ph.D. in Organic Chemistry from the University of California, Berkeley and her B.S. summa cum laude, in chemistry from the University of Illinois, Urbana-Champaign. Dr. Fardis holds an M.B.A. from Golden Gate University. We believe Dr. Fardis’ experience as an executive in the life sciences industry, extensive experience in drug development, and strong scientific background qualifies her to serve on our Board of Directors.

Nominees for Re-Election as Member

Ali Behbahani, M.D., M.B.A., Director: Dr. Behbahani has served on our Board of Directors since April 2015. Dr. Behbahani joined New Enterprise Associates, Inc., or NEA, in 2007 and is a General Partner on the healthcare team. Dr. Behbahani also has served as a member of the board of directors of Adaptimmune Therapeutics plc (Nasdaq: ADAP), a biopharmaceutical company, since September 2014, Nkarta, Inc. (Nasdaq: NKTX), a biopharmaceutical company, since August 2015 and as chairman since August 2019, Oyster Point Pharma, Inc. (Nasdaq: OYST), a biopharmaceutical company, since July 2017 and as chairman since October 2020, Genocea Biosciences, Inc. (Nasdaq: GNCA), a biopharmaceutical company, since February 2018, Black Diamond Therapeutics, Inc. (Nasdaq: BDTX), a precision oncology company, since December 2018, Monte Rosa Therapeutics, Inc. (Nasdaq: GLUE), a biopharmaceutical company, since April 2020, CVRx, Inc. (Nasdaq: CVRX), a biopharmaceutical company, since July 2013, Minerva Surgical Inc. (Nasdaq: UTRS), a biotechnology company, since May 2011, and Arcellx, Inc. (Nasdaq: ACLX), a biotechnology company, since February 2015. Dr. Behbahani previously served as a member of the board of directors of Nevro Corp., a medical device company, from August 2014 to March 2019. Prior to joining NEA, Dr. Behbahani served as a consultant in business development at The Medicines Company, a pharmaceutical company. In addition, Dr. Behbahani formerly served as a Venture Associate at Morgan Stanley and as a Healthcare Investment Banking Analyst at Lehman Brothers. Dr. Behbahani received an M.D. from the University of Pennsylvania School of Medicine, an M.B.A. from the Wharton School of the University of Pennsylvania and a B.S. in Biomedical Engineering, Electrical Engineering and Chemistry from Duke University. We believe Dr. Behbahani’s experience in the biopharmaceutical industry, as well as his experience as a member on the boards of directors of multiple companies in the industry, qualifies him to serve on our Board of Directors.

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Bradley Bolzon, Ph.D., Director: Dr. Bolzon has served on our Board of Directors since April 2014. Dr. Bolzon is Chairman and Managing Director of Versant Venture Management, LLC, where he has been employed since May 2004. Dr. Bolzon also has served as a member of the board of directors of Monte Rosa Therapeutics, Inc. (Nasdaq: GLUE), a biopharmaceutical company, since April 2018. Dr. Bolzon previously served as a member of the board of directors of Black Diamond Therapeutics, Inc. (Nasdaq: BDTX), a precision oncology company, from December 2017 to April 2022 and Flexion Therapeutics, Inc. (Nasdaq: FLXN), a pharmaceutical company, from its inception in 2007 to June 2014. From February 2000 to May 2004, Dr. Bolzon served as Executive Vice President, Global Head of Business Development, Licensing & Alliances of F. Hoffman-La Roche Ltd., a pharmaceutical company. Dr. Bolzon also formerly served as Head of Cardiovascular Research at Eli Lilly and Company. Dr. Bolzon received a Ph.D. in Pharmacology and an M.S. in Pharmacology from the University of Toronto. He continued with post-doctoral work at the University of Ottawa Heart Institute. We believe Dr. Bolzon’s experience in the biopharmaceutical industry qualifies him to serve on our Board of Directors.

H. Edward Fleming, Jr., M.D., Director: Dr. Fleming has served on our Board of Directors since June 2021. Dr. Fleming is a Senior Partner at McKinsey & Company, or McKinsey, in the Silicon Valley Office in Redwood City, California. He is the global leader of McKinsey’s R&D practice where he is responsible for its client service and knowledge development on R&D topics. Dr. Fleming earned his B.A. in Chemistry from Harvard University, his M.D. from Vanderbilt University, and completed internal medicine training at Johns Hopkins Hospital and subspecialty training in pulmonary and critical care medicine at the University of California, San Francisco. Dr. Fleming joined McKinsey in 1997 where he has focused on healthcare, working closely with life sciences, biopharmaceutical, medical device and technology companies of all sizes to improve their performance. Dr. Fleming serves on the Board of Visitors for Vanderbilt’s School of Basic Sciences. We believe Dr. Fleming’s experience in the healthcare industry, including working closely with biopharmaceutical companies on strategy, operational performance and R&D innovation, qualifies him to serve on our Board of Directors.

Simeon J. George, M.D., Director: Dr. George has served on our Board of Directors since April 2015. Dr. George is the Chief Executive Officer of SR One Capital Management, LP, a trans-Atlantic biotech venture capital firm, where he has been employed since September 2020. Previously, Dr. George was the Chief Executive Officer and President of S.R. One, Limited, now called GSK Equity Investments, Limited, an indirect, wholly-owned subsidiary of GlaxoSmithKline plc, where he had been employed since 2007. Dr. George also has served as a director of Nkarta, Inc. (Nasdaq: NKTX), a biopharmaceutical company, since February 2020 (and previously from July 2015 to September 2017); Turning Point Therapeutics, Inc. (Nasdaq: TPTX), a biopharmaceutical company, since May 2017; and Design Therapeutics, Inc. (Nasdaq: DSGN), a biopharmaceutical company, since February 2020. In addition, Dr. George previously served as a director on the boards of additional biotechnology companies, including Principia Biopharma Inc. from February 2011 to September 2020 and Progyny, Inc. from May 2012 to October 2019. Dr. George also served as a consultant at Bain & Company from October 2006 to August 2007. Dr. George received an M.D. from the University of Pennsylvania School of Medicine, an M.B.A. from the Wharton School of the University of Pennsylvania, and a B.A. in Neuroscience from Johns Hopkins University. We believe Dr. George’s experience in the biopharmaceutical industry, as well as his experience as a member on the boards of directors of multiple companies in the industry, qualifies him to serve on our Board of Directors.

John T. Greene, Director: Mr. Greene has served on our Board of Directors since June 2019. Since September 2019, Mr. Greene has served as Executive Vice President and Chief Financial Officer of Discover Financial Services (NYSE: DFS). From November 2016 to April 2018, Mr. Greene served as Executive Vice President, Chief Financial Officer and Treasurer of Bioverativ, Inc., a global biopharmaceutical company. Prior to joining Bioverativ, Mr. Greene was the Chief Financial Officer of Willis Group Holdings, risk advisory, insurance and reinsurance brokerage company, from June 2014 until January 2016. Before joining Willis Group, Mr. Greene held senior executive roles at HSBC, the global financial services company, for eight years, including Chief Financial Officer for Retail Bank and Wealth Management business. Prior to HSBC, Mr. Greene worked for 12 years in various roles at General Electric Company. Mr. Greene has an undergraduate degree from the State University of New York, and an M.B.A. from Northwestern University’s Kellogg School of Management. We believe Mr. Greene’s experience in the biotechnology industry, as well as his experience as an executive at several large companies in other business sectors, qualifies him to serve on our Board of Directors.

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Katherine A. High, M.D., Director: Dr. High has served on our Board of Directors since June 2019. Since January 2021, Dr. High has served as the President, Therapeutics of Asklepios BioPharmaceutical, Inc., or AskBio, a subsidiary of Bayer AG, and as a member of AskBio’s board of directors. Previously, Dr. High co-founded Spark Therapeutics, Inc. and from September 2014 to December 2019, she served as its President and as a member of its board of directors and served as its Head of Research & Development from September 2017 to February 2020. Dr. High also has served as a director of Incyte Corporation (Nasdaq: INCY), a biopharmaceutical company, since March 2020. From 2004 to 2014, Dr. High was a Professor at the Perelman School of Medicine at the University of Pennsylvania, an Investigator at Howard Hughes Medical Institute and the Director of the Center for Cellular and Molecular Therapeutics at the Children’s Hospital of Philadelphia. She completed a five-year term from 2000 to 2005 on the U.S. Food and Drug Administration Advisory Committee on Cell, Tissue and Gene Therapies and is a past president of the American Society of Gene & Cell Therapy. Dr. High holds an A.B. in chemistry from Harvard University, an M.D. from the University of North Carolina School of Medicine, a business certification from the University of North Carolina Business School Management Institute for Hospital Administrators and an honorary M.A. from The University of Pennsylvania. We believe Dr. High’s experience as an executive and scientific leader in the life sciences industry qualifies her to serve on our Board of Directors.

Samarth Kulkarni, Ph.D., Chief Executive Officer and Director: Dr. Kulkarni has served as our Chief Executive Officer since December 2017 and a member of our Board of Directors since June 2018. Previous to that, Dr. Kulkarni served as our President and Chief Business Officer from May 2017 to November 2017 and, before that, as our Chief Business Officer from August 2015 when he joined our company. Dr. Kulkarni has more than 15 years of experience in the Biopharmaceutical industry, driving strategy and innovation, and bringing transformative medicines to patients. Prior to joining our company, Dr. Kulkarni was at McKinsey & Company from 2006 to July 2015, with various titles, his most recent being Partner within the Pharmaceuticals and Biotechnology practice. Dr. Kulkarni also currently serves as a member of the board of directors of Repare Therapeutics Inc. (Nasdaq: RPTX), a precision oncology company, Black Diamond Therapeutics, Inc. (Nasdaq: BDTX), a precision oncology company, and Centessa Pharmaceuticals plc (Nasdaq: CNTA), a biotechnology company. Dr. Kulkarni received a Ph.D. in Bioengineering and Nanotechnology from the University of Washington and a B. Tech. from the Indian Institute of Technology. Dr. Kulkarni has authored several publications in leading scientific and business journals. We believe Dr. Kulkarni’s experience as our Chief Executive Officer, his previous experience as our President and Chief Business Officer, and his experience in the biopharmaceutical industry, qualifies him to serve on our Board of Directors.

Douglas A. Treco, Ph.D., Lead Independent Director: Dr. Treco has served on our Board of Directors since June 2020 and as our Lead Independent Director since December 2021. Since April 2021, Dr. Treco has served as Chief Executive Officer of Alchemab Therapeutics (London, England) and as a member of its board of directors. Previously, Dr. Treco co-founded Ra Pharmaceuticals, Inc., a biopharmaceutical company, in 2008, which was acquired by UCB S.A. in April 2020. He served as its president and chief executive officer and a member of its board of directors from its inception in 2008 through July 2020. Dr. Treco also has served as chairman of the board of directors of Inozyme Pharma, Inc. (Nasdaq: INZY), a biopharmaceutical company, since May 2020 and has been a scientific advisor to Lightstone Ventures since November 2020. Dr. Treco was an entrepreneur-in-residence with Morgenthaler Ventures between January 2008 and May 2014. In 1988, he co-founded Transkaryotic Therapies Inc., a biopharmaceutical company, which was acquired in 2005 by Shire Pharmaceuticals Group plc. Dr. Treco was a visiting scientist in the Department of Molecular Biology at Massachusetts General Hospital and a lecturer in genetics at Harvard Medical School from 2004 to 2007. Dr. Treco received his Ph.D. in biochemistry and molecular biology from the State University of New York, Stony Brook, and performed postdoctoral studies at the Salk Institute for Biological Studies and Massachusetts General Hospital. We believe Dr. Treco’s experience as an executive and scientific leader in the life sciences industry, in particular, his unique focus on rare disease, gene targeting, and gene therapy, qualifies him to serve on our Board of Directors.

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Corporate Governance Matters

Our Board of Directors believes that good corporate governance is important to ensure that our company is managed for the long-term benefit of shareholders. This section describes key corporate governance guidelines and practices that our Board of Directors has adopted. Complete copies of our Articles of Association, our Organizational Rules, corporate governance guidelines, committee charters for each of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, Charter of the Lead Independent Director, and Code of Business Conduct and Ethics are available on the “Investors—Corporate Governance” section of our website, which is located at www.crisprtx.com. Alternatively, you can request a copy of any of these documents by writing us at CRISPR Therapeutics, Inc., 610 Main Street, Cambridge, Massachusetts 02139, Attention: Investor Relations.

Code of Business Conduct and Ethics

Our Board of Directors has adopted a Code of Business Conduct and Ethics, or the Code of Conduct, that is applicable to all of our employees, executive officers and directors, which is available on our website www.crisprtx.com. The Audit Committee of our Board of Directors is responsible for overseeing the Code of Conduct. Approval of the Audit Committee is required for any waivers of the Code of Conduct for employees, executive officers and directors. Any amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed on our website.

Board Leadership Structure and Risk Oversight

Board Leadership Structure

As a general policy, our Board of Directors believes that separation of the positions of chairman and chief executive officer reinforces the independence of the Board of Directors from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of the Board of Directors as a whole. Accordingly, we currently separate the roles of chief executive officer and chairman of the Board of Directors, with Dr. Kulkarni serving as our chief executive officer and Dr. Novak serving as chairman of the Board of Directors. As chief executive officer, Dr. Kulkarni is responsible for managing our executive leadership team and, together with that team, setting the strategic direction for our company and the day-to-day leadership and performance of our company, while the chairman of the Board of Directors presides over meetings of the Board of Directors, including executive sessions, and performs oversight responsibilities.

Recognizing the equal importance of effective independent oversight of the Board of Directors, in December 2021, at the recommendation of the Nominating Committee and in accordance with section 3.2 of the Organizational Rules of the Company, the Board of Directors created the role of Lead Independent Director to facilitate a comprehensive plan of corporate governance. In December 2021, the independent members of the Board designated Dr. Treco to serve as Lead Independent Director. Moving forward the independent members of the Board of Directors will annually elect an independent non-employee director to serve as the Lead Independent Director of the Board of Directors, whose leadership responsibilities include, among others:

presiding at meetings of the Board of Directors at which the chairperson of the Board of Directors is not present, including all executive sessions of independent and non-employee directors;
being consulted in connection with agenda items and meeting schedules and frequency, to ensure there is sufficient time for discussion of all agenda items and, where appropriate, approving of and advising the chairperson of the Board of Directors on the quality, quantity and timeliness of information provided to members of the Board of Directors;
serving as the principal liaison between the chairperson of the Board of Directors and the independent and non-employee directors;
facilitating the retention of outside advisors and consultants who report directly to the Board of Directors on board-wide issues;

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calling meetings of the independent and non-employee directors and ensuring that the independent and non-employee directors have adequate resources to support their decision-making and effectively and responsibly perform their duties, and adequate opportunities to discuss issues in meetings without management present; and
engaging with shareholders, as appropriate.

In addition, our Board of Directors has three standing committees that currently consist of, and are chaired by, independent directors. Our Board of Directors delegates substantial responsibilities to the committees, which then report their activities and actions back to the full Board of Directors. We believe that the independent committees of our Board of Directors and their chairpersons promote effective independent governance. We believe this structure represents an appropriate allocation of roles and responsibilities for our company at this time because it strikes an effective balance between management and independent leadership participation in our Board of Directors proceedings.

Risk Oversight

Our Board of Directors oversees the management of risks inherent in the operation of our business and the implementation of our business strategies. Our Board of Directors performs its oversight role by using several different levels of review. In connection with its reviews of the operations and corporate functions of our company, our Board of Directors addresses the primary risks associated with those operations and corporate functions. In addition, our Board of Directors reviews the risks associated with our company’s business strategies periodically throughout the year as part of its consideration of undertaking any such business strategies.

Each committee of our Board of Directors also oversees the management of our company’s risk that falls within the committee’s areas of responsibility. In performing this function, each committee has full access to management, as well as the ability to engage advisors. Our chief executive officer reports to the Audit Committee and Board of Directors and is responsible for identifying, evaluating and implementing risk management controls and methodologies to address any identified risks. In connection with its risk management role, our Audit Committee meets privately with representatives from our independent registered public accounting firm and our chief executive officer. The Audit Committee oversees the operation of our risk management program, including the identification of the primary risks associated with our business and periodic updates to such risks, and reports to our Board of Directors regarding these activities. The Audit Committee is also responsible for oversight of the internal audit and compliance functions, as well as our company's information security and technology risks, which includes our cybersecurity and related risk management programs.

Board of Directors Meetings and Attendance

Our Board of Directors held seven formal meetings during 2021. During 2021, each of the directors then in office attended at least 75% of the aggregate of the number of Board of Directors meetings and the number of meetings held by all committees of the Board of Directors on which such director then served.

Although we do not have a formal policy regarding attendance by members of our Board of Directors at our annual general meeting of shareholders, we encourage all of our directors to attend. Due to the spread of the SARS-CoV-2 virus (coronavirus) and the COVID-19 pandemic in Switzerland and globally, in-person attendance at our 2021 annual general meeting was not possible. As a result, none of the members of our Board of Directors attended our 2021 annual general meeting of shareholders.

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Board of Directors Diversity Matrix

The following Board of Directors Diversity Matrix presents our Board of Directors diversity statistics in accordance with Nasdaq Rule 5606, as self-disclosed by our directors. While the Board of Directors satisfies the minimum objectives of Nasdaq Rule 5605(f)(3) by having at least one director who identifies as female and at least one director who identifies as a member of an Underrepresented Minority (as defined by Nasdaq Rules), we note that one of our directors also identifies as Middle Eastern. As we pursue future recruitment efforts for our Board of Directors, our Nominating and Corporate Governance Committee will continue to seek out candidates who can contribute to the diversity of views and perspectives of the Board of Directors. This includes seeking out individuals of diverse ethnicities, a balance in terms of gender, and individuals with diverse perspectives informed by other personal and professional experiences. For more information on our director nomination process, please see "Director Nomination Process" below.

Board Diversity Matrix (As of February 15, 2022)

 

Total Number of Directors

 

9

 

 

 

Female

 

 

Male

 

 

Non-Binary

 

 

Did Not Disclose Gender

 

Part I: Gender Identity

 

 

 

 

 

 

 

 

 

 

 

 

Directors

 

 

1

 

 

 

8

 

 

 

 

 

 

 

Part II: Demographic Background

 

 

 

 

 

 

 

 

 

 

 

 

African American or Black

 

 

 

 

 

 

 

 

 

 

 

 

Alaskan Native or Native American

 

 

 

 

 

 

 

 

 

 

 

 

Asian

 

 

 

 

 

2

 

 

 

 

 

 

 

Hispanic or Latinx

 

 

 

 

 

 

 

 

 

 

 

 

Native Hawaiian or Pacific Islander

 

 

 

 

 

 

 

 

 

 

 

 

White

 

 

1

 

 

 

6

 

 

 

 

 

 

 

Two or More Races or Ethnicities

 

 

 

 

 

 

 

 

 

 

 

 

LGBTQ+

 

 

 

 

 

 

 

 

 

 

 

 

Did Not Disclose Demographic Background

 

 

 

 

 

 

 

 

 

 

 

 

Part III: Supplemental Self-Identification

 

 

 

 

 

 

 

 

 

 

 

 

Middle Eastern

 

 

 

 

 

1

 

 

 

 

 

 

 

Board of Directors Determination of 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 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under 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) of the Nasdaq Listing Rules, a director will only qualify as an “independent director” if, in the opinion of our 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 committee of the Board of Directors, 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 of Directors 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 which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (1) the source of compensation of the director, including any consulting advisory or other compensatory fee paid by such company to the director; and (2) whether the director is affiliated with the company or any of its subsidiaries or affiliates.

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Our Board of Directors has undertaken a review of its composition, the composition of 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 of Directors has determined that the following members of the Board of Directors: Ali Behbahani, M.D., Bradley Bolzon, Ph.D., H. Edward Fleming, Jr., M.D., Simeon J. George, M.D., John T. Greene, Katherine A. High, M.D., and Douglas A. Treco, Ph.D., as well as the nominee to be elected to the Board of Directors at the 2022 Annual General Meeting, Maria Fardis, Ph.D., do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these non-employee directors is “independent” as that term is defined under the applicable rules and regulations of the SEC, and the listing requirements and rules of the Nasdaq Listing Rules. In making this determination, our Board of Directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our common shares by each non-employee director.

Communicating with the Independent Directors

Our Board of Directors will give appropriate attention to written communications that are submitted by shareholders, and will respond if and as appropriate. The chairman of the Board of Directors is primarily responsible for monitoring communications from shareholders and for providing copies or summaries to the other directors as he considers appropriate. In December 2021, at the recommendation of the Nominating Committee and in accordance with section 3.2 of the Organizational Rules of the Company, the Board of Directors created the role of Lead Independent Director to facilitate a comprehensive plan of corporate governance. The Lead Independent Director may also engage with shareholders, as appropriate.

Shareholders who wish to send communications on any topic to our Board of Directors should address such communications to CRISPR Therapeutics AG, Baarerstrasse 14, 6300 Zug, Switzerland, Attn: General Counsel and Secretary, telephone +41 (0)41 561 32 77 and CRISPR Therapeutics, Inc., 610 Main Street, Cambridge, Massachusetts 02139, Attn: General Counsel and Secretary, telephone: +1 617 315-4600.

Committees of the Board of Directors

We have established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Each of these committees operates under a charter that has been approved by our Board of Directors. A copy of each committee’s charter can be found under the “Investors—Corporate Governance” section of our website, which is located at www.crisprtx.com.

Audit Committee

Our Audit Committee currently consists of H. Edward Fleming, Jr., M.D., John T. Greene and Douglas A. Treco, Ph.D., and subject to and following the election of directors at the 2022 Annual General Meeting, each will continue serving as a member of our Audit Committee. Our Board of Directors has determined that each member of our Audit Committee is independent under the Nasdaq listing standards and Rule 10A-3(b)(1) of the Exchange Act. The chair of our Audit Committee is Mr. Greene, and if Mr. Greene is re-elected to the Board of Directors at the 2022 Annual General Meeting, Mr. Greene will continue serving as the chair of our Audit Committee. Our Board of Directors has determined that Mr. Greene is an “Audit Committee financial expert” within the meaning of SEC regulations. Our Board of Directors has also determined that each member of our Audit Committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, the Board of Directors has examined each Audit Committee member’s scope of experience and the nature of their employment in the corporate finance sector. The Audit Committee held four formal meetings during 2021.

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The Audit Committee has the responsibility to, among other things:

review and assess the qualifications, independence, performance and effectiveness of the independent auditor;
review the scope of the prospective audit by the independent auditor, the estimated fees, and any other matters pertaining to the audit;
approve any audit and non-audit services proposed to be provided by the independent auditor to ensure independent auditor independence;
review and assess the independent auditor’s report, management letters and take notice of all comments of the independent auditor on accounting procedures and systems of control, and review the independent auditor’s reports with management;
be responsible for the resolution of disagreements between the management and the independent auditor;
review and evaluate the lead audit partner of the independent audit team and confirm and evaluate their rotation;
review, discuss with the chief financial officer and the independent auditor and recommend that our Board of Directors approve (i) the quarterly financial statements, (ii) reports and releases intended for publication and (iii) any other financial statements intended for publication to consider significant financial reporting issues and judgments made in connection with the preparation of our financial statements, including any significant changes in our selection or application of accounting principles;
review with the management and the independent auditor in separate meetings any analysis or other written communication prepared by the management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including critical accounting policies, the effect of regulatory and accounting initiatives, as well as off-balance sheet transactions and structures on our financial statements;
review and recommend that our Board of Directors approve our quarterly financial statements for the first three quarters of each calendar year and the corresponding financial results releases;
review in cooperation with the independent auditor and the management whether the accounting principles applied are appropriate in view of our size and complexity;
periodically review our policies and procedures for risk management and assess the effectiveness thereof including discussing with management our major financial risk exposures and the steps that have been taken to monitor and control such exposures, as well as cybersecurity risks;
discuss with management and external advisors any legal matters that may have a material impact on our financial statements and any material reports or inquiries from regulatory or governmental agencies which could materially impact our contingent liabilities and risks;
review our disclosure controls and procedures and internal control over financial reporting including significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting; recommend, based upon its review and discussions with management and the independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 10-K;
prepare the Audit Committee report required by the rules of the SEC to be included in our annual proxy statement;
establish procedures for the receipt, retention and treatment of complaints received regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters;
approve any related person transaction in accordance with our related person transaction policy and inform the Board of Directors about the decision of the Audit Committee; and

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approve any activities in connection with legal actions, litigations or other official proceedings and inform the Board of Directors about any ongoing activities related to legal actions.

Compensation Committee

Our Compensation Committee currently consists of Ali Behbahani, M.D., Simeon J. George, M.D. and John T. Greene and, subject to and following the election of directors at the 2022 Annual General Meeting, each will continue serving as a member of our Compensation Committee. Our Board of Directors has determined that each member of our Compensation Committee is independent under the Nasdaq listing standards, is an outside director within the definition of Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended, or the Code, and is a “non-employee director” for purposes of Rule 16b-3 promulgated by the SEC, and Rule 10C-1(b)(1) of the Exchange Act. The chair of our Compensation Committee is Dr. George, and if Dr. George is re-elected to the Board of Directors at the 2022 Annual General Meeting, Dr. George will continue serving as the chair of our Compensation Committee. The Compensation Committee held four formal meetings during 2021.

Our Compensation Committee has the responsibility to, among other things:

review and recommend that our Board of Directors approve the compensation of our executive officers;
review and recommend to our Board of Directors the compensation of our directors;
review and recommend that our Board of Directors approve the terms of compensatory arrangements with our executive officers;
review management succession plans;
administer our share and equity incentive plans;
select independent compensation consultants and assess whether there are any conflicts of interest with any of the committee’s compensation advisers;
review and approve, or recommend that our Board of Directors approve, incentive compensation and equity plans, and any other compensatory arrangements for our executive officers and other senior management, as appropriate;
review and establish general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy; reviewing and discussing with management the compensation discussion and analysis to be included in our annual proxy statement or Annual Report on Form 10-K;
annually review corporate goals and objectives relevant to the compensation of our chief executive officer and our other executive officers;
evaluate the performance of our chief executive officer and our other executive officers in light of such corporate goals and objectives and make recommendations to the Board of Directors for approval of the compensation of our chief executive officer and our other executive officers based on such evaluation;
review and approve the compensation of all members of our senior management (other than the executive officers), including with respect to any incentive-compensation plans and equity-based plans;
review and establish our overall management compensation, philosophy and policy;
oversee and administer our compensation and similar plans; and
review and make such recommendations to the Board of Directors as deemed advisable with regard to our policies and procedures for the grant of equity-based awards.

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Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee, or the Nominating Committee, currently consists of Ali Behbahani, M.D., Bradley Bolzon, Ph.D., Katherine A. High, M.D. and Douglas A. Treco, Ph.D., and, subject to and following the election of directors at the 2022 Annual General Meeting, each will continue serving as a member of our Nominating Committee. Our Board of Directors has determined that each member of the Nominating Committee is independent under the Nasdaq listing standards. The current chair of our Nominating Committee is Dr. Treco, and if Dr. Treco is re-elected to the Board of Directors at the 2022 Annual General Meeting, Dr. Treco will continue serving as the chair of our Nominating Committee. The Nominating Committee held two formal meeting during 2021.

The Nominating Committee has the responsibility to, among other things:

identify, evaluate and select, or recommend that our Board of Directors approve, nominees for election to our Board of Directors;
evaluate the performance of our Board of Directors and of individual directors;
consider and make recommendations to our Board of Directors regarding the composition of the committees of the Board of Directors;
review developments in corporate governance practices evaluate the adequacy of our corporate governance practices and reporting;
develop and make recommendations to our Board of Directors regarding corporate governance practices, guidelines and matters; and
oversee an annual evaluation of the Board of Directors’ performance.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee and Nominating and Corporate Governance Committees is currently, or has been at any time, one of our officers or employees. None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board of Directors, Compensation Committee, or Nominating Committee.

Director Nomination Process

The process followed by our Nominating 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 Nominating Committee and our Board of Directors.

Criteria and Diversity

In considering whether to recommend to our Board of Directors any particular candidate for inclusion in our Board of Directors’ slate of recommended director nominees, including candidates recommended by shareholders, the Nominating Committee applies the criteria set forth in our corporate governance guidelines. These criteria include the candidate’s experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing, accomplishments in the candidate’s respective field, the candidate’s reputation for high ethical and moral standards, the candidate’s time and ability to devote to the affairs of the company, and to the extent applicable, the candidates history of actively contributing to any boards of directors on which the candidate has previously served.

The director biographies set forth in this proxy statement indicate each nominee’s experience, qualifications, attributes and skills that led our Nominating Committee and our Board of Directors to conclude he or she should continue to serve as a director. Our Nominating Committee and our Board of Directors believe that each of the nominees has the individual attributes and characteristics required of each of our directors, and the nominees as a group possess the skill sets and specific experience desired of our Board of Directors as a whole.

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We do not have a policy (formal or informal) with respect to diversity, but we believe that our board, taken as a whole, should embody a diverse set of skills, experiences and backgrounds. In this regard, our Nominating Committee and our Board of Directors also take into consideration the diversity (with respect to gender, race and national origin) of our board members but do not make any particular weighting of diversity or any other characteristic in evaluating nominees and directors. Our Nominating Committee’s and our Board of Directors’ priority in selecting board members is identification of persons who will further the interests of our shareholders.

Shareholder Nominations

Under our Articles of Association, one or more registered shareholders who together represent shares representing at least the lesser of (i) ten percent of our issued share capital or (ii) an aggregate par value of one million Swiss francs may demand that an item be placed on the agenda of a meeting of shareholders. The relevant provisions of our Articles of Association regarding the right of one or more registered shareholders who together represent shares representing at least the lesser of (i) ten percent of our issued share capital or (ii) an aggregate par value of one million Swiss francs to demand that an item be placed on the agenda of a meeting of shareholders are available on our website at http://ir.crisprtx.com. You may also contact the General Counsel and Secretary of the Company at secretary@crisprtx.com to request a copy of the relevant provisions of our Articles of Association.

Nominations of director candidates by registered shareholders must follow the rules for shareholder proposals described under “Other Matters—Shareholder Proposals and Directors Nominations.” Assuming that appropriate biographical and background material has been provided on a timely basis, the Nominating Committee will evaluate shareholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others. If the Board of Directors determines to nominate a shareholder-recommended candidate and recommends his or her election, then his or her name will be included in our proxy card for the next annual general meeting.

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Our Corporate Responsibility Efforts

We are dedicated to conducting business with the highest standards of corporate responsibility. Our culture is built around our core way of working: collaborative, undaunted, entrepreneurial, and results-oriented. Our goal is to build a culture of diverse and passionate people striving to positively impact patients, our communities, and broader society.

We focus on the following areas:

Diversity, Equity, and Inclusion: a commitment to equitable workplaces and operations. We believe that a diverse, equitable, and inclusive workplace allows us to best fulfill our mission. We are committed to continuing our efforts to increase diversity throughout our company and foster an inclusive work environment that supports our employees and the communities we serve. We have established a Diversity, Equity and Inclusion Committee that is working to amplify this focus. In all the countries in which we operate, it is our policy to fully comply with all applicable laws regarding discrimination in the workplace. We are committed to recruiting the best people for the job regardless of gender, race, ethnicity, age, disability, sexual orientation, gender identity, cultural background, or religious belief.
Nurturing Employee Talent: a commitment to the long-term growth of our employees. We believe our employees are critical to our success. We foster a strong relationship with and among our employees with ongoing efforts such as employee surveys, training and development programs, and other programs, including skill development courses, manager training, leadership development opportunities, tuition reimbursement and robust online course training libraries for reference on a myriad of development topics. We also support cross-functional career development pathways, in addition to traditional promotions within functions in the organization. Our facilities are designed with innovative collaboration spaces to foster an inclusive culture where employees can safely work together, make an impact, and further develop skills.
Serving Patient Communities: a commitment to thoughtful research and patient engagement. Our goal is to foster ongoing relationships with patient communities and organizations based on transparency, compassion, and respect. We also support various patient advocacy groups that provide critical community programs, as well as sponsor and engage in education initiatives that create informed and empowered patient communities.
Community Engagement: a commitment to our local and global communities. We actively support the well-being of the communities in which we operate through support of various initiatives, including participation in employee volunteer days and annual fundraising walks. Our community engagement goal is to support and connect people working for a healthier future.
 
Environmental Responsibility: a commitment to stewardship of natural resources. Our facilities are designed to maximize interior daylight and we maintain energy efficient research facilities and offices. For example, LEED design standards are incorporated into our manufacturing and office buildings. Additionally, our facilities are designed to be adaptable and flexible to respond to future needs. We encourage our employees to practice environmental sustainability and energy efficiency at our offices and laboratories in Switzerland, the United States, and around the world.
Good Governance: a commitment to corporate governance practices that reflect our aspirations. Our Board of Directors believes that good corporate governance is important to ensure that our company is managed for the long-term benefit of various stakeholders.

For more information about our corporate responsibility efforts, please refer to the Corporate Responsibility section of our website at http://www.crisprtx.com/about-us/corporate-responsibility. These materials and our website are not incorporated by reference herein, and are not part of this proxy statement.

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Our Board of Directors has adopted a written related person transaction policy to set forth policies and procedures for the review and approval or ratification of related person transactions. This policy covers any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant and any director or executive officer, director nominee, holder of 5% or more of any class of our voting securities or any member of the immediate family of or entities affiliated with any of the foregoing had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. Any such transaction must be presented to our Audit Committee for review, consideration and approval. In approving or rejecting any such proposal, our Audit Committee is to consider the relevant facts and circumstances available and deemed relevant to the Audit Committee, including, but not limited to, the extent of the related party’s interest in the transaction, and whether the transaction is on terms no less favorable to us than terms we could have generally obtained from an unaffiliated third party under the same or similar circumstances.

Other than the Registration Rights Agreement described below, which expired on October 24, 2021, and the compensation arrangements for our named executive officers and directors, which are described elsewhere in the “Executive Compensation” and “Director Compensation” sections of this proxy statement, we are unaware of any transactions since January 1, 2021 to which we were or are a party, and in which:

the amounts involved exceeded or will exceed $120,000; and
any of our directors, executive officers, nominees for director or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest.

Registration Rights Agreement

The shares under the Registration Rights Agreement are referred to as registrable securities. Certain holders of registrable securities were entitled to demand, piggyback and Form S-3 registration rights, which expired on October 24, 2021. As of March 15, 2022, no holders of common shares were entitled to rights with respect to registration of such shares under the Securities Act of 1933, as amended, or the Securities Act.

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EXECUTIVE OFFICERS

Certain information regarding our executive officers who are not also directors, as of March 15, 2022, is set forth below.

Name



Age



Position(s)

James R. Kasinger



50



General Counsel and Secretary

Lawrence O. Klein, Ph.D.



39



Chief Operating Officer

Brendan Smith



46



Chief Financial Officer

James R. Kasinger, General Counsel and Secretary: Mr. Kasinger has served as our General Counsel and Secretary since May 2017. Prior to joining our company, Mr. Kasinger served as the General Counsel and Secretary of Moderna, Inc., a biotechnology company, from April 2014 to May 2017. Prior to these roles, Mr. Kasinger was a partner at Goodwin Procter LLP, where he represented life sciences, technology and other high-growth companies. Mr. Kasinger started his legal career at Testa, Hurwitz & Thibeault. Mr. Kasinger holds a J.D. from Boston College Law School and a B.A. from Wheaton College.

Lawrence O. Klein, Ph.D., Chief Operating Officer: Dr. Klein has served as our Chief Operating Officer since January 2020 and remains responsible for business development activities; before that, Dr. Klein served as our Chief Business Officer from January 2019 to January 2020, our Senior Vice President, Business Development and Strategy from November 2017 through December 2018 and as our Vice President, Strategy from February 2016 to November 2017. Before joining our company, from October 2014 to February 2016, Dr. Klein was an Associate Partner at McKinsey & Company, where he was a leader in the biotech practice and served a number of biotechnology companies on a wide range of topics from strategy to operations. Dr. Klein received a Ph.D. from Stanford University, where he conducted research in the field of T cell immunology, and he holds a B.S. from the University of Wisconsin at Madison. Dr. Klein also has served as a member of the board of directors of Dyne Therapeutics, Inc. (Nasdaq: DYN), a biotechnology company, since September 2019 and Jasper Therapeutics, Inc. (Nasdaq: JSPR), a biotechnology company, since September 2021.

Brendan Smith, Chief Financial Officer: Mr. Smith has served as our Chief Financial Officer since October 2021. Prior to joining our company, Mr. Smith served as Chief Financial Officer and Corporate Strategy of Translate Bio, Inc. from April 2021 to September 2021, where he oversaw accounting, procurement, financial planning and analysis, investor relations, IT and corporate strategy functions. Mr. Smith previously held various roles at Boston Consulting Group, or BCG, a management consulting firm, serving most recently as a partner and associate director from July 2018 to March 2021, and as principal healthcare expert from September 2016 to June 2018. At BCG, Mr. Smith led integrated biopharmaceutical client engagements that included planning and executing on research and development strategy, operations, business development and deal diligence. Mr. Smith served as vice president, head of business operations for worldwide research and development at Pfizer Inc., or Pfizer, a pharmaceutical company, from September 2014 to September 2016 and as executive director, head of business strategy and operations at Pfizer from November 2012 to September 2014, where he led financial and headcount planning across discovery and development operations. Mr. Smith received a B.S. in biochemistry from Worcester Polytechnic Institute and an M.B.A. from Harvard Business School.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis, or CDA, describes our executive compensation program and the 2021 compensation for our named executive officers, or NEOs. This CDA should be read with the compensation tables and related disclosures for our NEOs.

Our NEOs for 2021 were as follows:

Samarth Kulkarni, Ph.D., our Chief Executive Officer, or CEO;
Brendan Smith, our Chief Financial Officer;
James R. Kasinger, our General Counsel and Corporate Secretary;
Lawrence O. Klein, Ph.D., our Chief Operating Officer;
Tony W. Ho, M.D., our former Executive Vice President, Research and Development; and
Michael J. Tomsicek, our former Chief Financial Officer.

Executive Summary

We are a leading gene editing company focused on the development of CRISPR/Cas9-based therapeutics. CRISPR/Cas9 stands for Clustered Regularly Interspaced Short Palindromic Repeats (CRISPR)/CRISPR-associated protein 9 (Cas9) and is a revolutionary technology for gene editing, the process of precisely altering specific sequences of genomic DNA. We aim to apply this technology to disrupt, delete, correct and insert genes to treat genetically-defined diseases and to engineer advanced cellular therapies. We believe that our scientific expertise, together with our gene-editing approach, may enable an entirely new class of highly effective and potentially curative therapies for patients with both rare and common diseases for whom current biopharmaceutical approaches have had limited success. Our most advanced programs target the genetically-defined diseases transfusion-dependent beta thalassemia, or TDT, and severe sickle cell disease, or SCD, two hemoglobinopathies with high unmet medical need. We are also progressing several investigational gene-edited allogeneic cell therapy programs, beginning with three allogeneic chimeric antigen receptor T cell, or CAR-T, candidates for the treatment of hematological and solid tumor cancers, as well as an investigational, allogeneic, gene-edited, immune-evasive, stem cell-derived therapy for the treatment of type 1 diabetes. In addition, we are advancing several programs leveraging in vivo editing approaches.

Overview of Executive Compensation Program

Executive Compensation Philosophy

Our executive compensation program is guided by our overarching philosophy of paying for demonstrable performance. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary goals:

attract, motivate and retain top-performing senior executives;
establish compensation opportunities that are competitive and reward performance; and
align the interests of our senior executives with the interests of our shareholders to drive the creation of sustainable long-term value.

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Executive Compensation Program Design

Our executive compensation program is designed to be reasonable and competitive, and balance our goal of attracting, motivating, rewarding and retaining top-performing senior executives with our goal of aligning their interests with those of our shareholders. The Compensation Committee annually evaluates our executive compensation program to ensure that it is consistent with our short-term and long-term goals and the dynamic nature of our business, and makes a recommendation to the Board of Directors.

Our executive compensation program consists of a mix of compensation elements that balance achievement of our short-term goals with our long-term performance. We provide short-term incentive compensation opportunities in the form of annual cash bonuses, which focus on our achievement of annual corporate goals. We also provide long-term incentive compensation opportunities in the form of equity awards.

Say-on-Pay

We have developed a compensation policy that is designed to attract and retain key executives responsible for our success and motivate management to enhance long-term shareholder value. We believe our compensation policy strikes an appropriate balance between the implementation of responsible, measured compensation practices and the effective provision of incentives for our NEOs to exert their best efforts for our success.

Pursuant to Swiss law and Article 18 of our Articles of Association, our shareholders must annually approve (i) the non-performance-related compensation of our Executive Committee for the 12-month period starting on July 1 following the annual general meeting, (ii) the variable compensation for the Executive Committee for the current calendar year and (iii) the grant of options or shares in the Company to the Executive Committee from the annual general meeting of shareholders to the next annual general meeting of shareholders. At our 2021 annual general meeting, shareholders approved the proposed compensation for the Executive Committee.

The Compensation Committee was mindful of shareholder support for our pay-for-performance compensation philosophy at our 2020 annual general meeting when setting fiscal year 2021 compensation for our Board of Directors and Executive Committee. The Compensation Committee also took into account shareholder support of our Executive Committee’s compensation at the 2021 annual general meeting in maintaining our general compensation practices in fiscal year 2021 and setting the fiscal year 2022 compensation for our Board of Directors and Executive Committee, to be resolved upon by the shareholders at the 2022 Annual General Meeting.

Moreover, as part of our commitment to excellence in corporate governance, and as required by Section 14A(a)(1) of the Exchange Act, periodically we must provide our shareholders with an opportunity to provide an advisory vote related to the compensation of our NEOs, commonly known as the “say-on-pay” proposal. The SEC say-on-pay vote generally covers the calendar year prior to the date of our proxy statement. As such vote is advisory, it is not binding upon our Board of Directors or our Compensation Committee and neither the Board of Directors nor the Compensation Committee are required to take any action as a result of the outcome of such vote. However, our Compensation Committee carefully considers the outcome of this vote when considering future executive compensation policies.

As reported in our current report on Form 8-K, filed with the SEC on June 13, 2019, at our 2019 annual general meeting, approximately 99% of the votes cast on our SEC Say-on-Pay proposal supported the compensation paid to our named executive officers. Our next say-on-pay vote will occur at this year's annual general meeting (Proposal 7). At our 2019 annual general meeting, we also held a separate non-binding advisory shareholder vote on the frequency of future shareholder advisory votes regarding the compensation program for our named executive officers, commonly referred to as a “say-on-frequency” vote. At the 2019 annual general meeting, our shareholders approved, on an advisory basis, a proposal to take the say-on-pay vote every three years until the next required say-on-frequency vote. Our next say-on-frequency vote will occur at this year's annual general meeting (Proposal 8). We believe holding the say-on-pay vote every three years is appropriate given that we are required to seek binding say-on-pay votes under Swiss law annually (see above and Proposal 6), which provides our shareholders a consistent and clear communication channel for shareholder concerns about our executive compensation programs.

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We will continue to engage with our shareholders and consider the results from this year’s binding votes on board and executive compensation and this year's advisory votes on executive compensation, as well as feedback from our shareholders. For more information regarding our binding votes on aggregate compensation, see “Proposal 6 – Approval of Compensation for the Board of Directors and the Executive Committee.” For more information regarding our advisory votes on executive compensation, see “Proposal 7 – Non-Binding Advisory Vote on the Compensation Paid to the Company’s Named Executive Officers” and “Proposal 8 – Non-Binding Advisory Vote on the Frequency of Advisory Votes on Executive Compensation”.

Governance of Executive Compensation Program

Our executive compensation program is also designed to incorporate sound practices for compensation governance. Below we summarize such practices.

What We Do:

Maintain an Independent Compensation Committee. The Compensation Committee consists solely of independent directors.

Retain an Independent Compensation Advisor. The Compensation Committee engages its own compensation advisor to provide information and analysis related to annual executive compensation decisions, including the 2021 executive compensation decisions, and other advice on executive compensation independent of management.

Review Executive Compensation Annually. The Compensation Committee annually reviews our compensation strategy, including a review and determination of our compensation peer group used for comparative purposes.

Design Compensation At-Risk. Our executive compensation program is designed so that a significant portion of our NEOs’ compensation is “at risk” based on our corporate performance, as well as equity-based, to align the interests of our executive officers and shareholders.

Use a Pay-for-Performance Philosophy. The majority of our NEOs’ compensation is directly linked to corporate performance and includes a significant long-term equity component, thereby making a substantial portion of each NEO’s total compensation dependent upon our stock price and/or total shareholder return.

Use Double Trigger Change-in-Control Protection. Change-in-control payments and benefits to our NEOs occur only upon a qualifying termination of employment, not merely upon a change in control.

What We Don’t Do:

No Executive Retirement Plans. We do not offer pension arrangements or retirement plans or arrangements to our executive officers that are different from or in addition to those offered to our other employees.

No Special Perquisites. We do not provide perquisites to our executive officers.

No Special Health and Welfare Benefits. Our executive officers participate in our health and welfare benefits programs on the same basis as our other employees.

No Post-Employment Tax Payment Reimbursement. We do not provide any tax reimbursement payments (including “gross-ups”) on any change-in-control or severance payments or benefits.

No Hedging or Pledging Our Equity Securities. We prohibit our executive officers, the members of our Board of Directors and certain other employees from hedging or pledging our securities without pre-approval by the Audit Committee.

No Stock Option Re-Pricing. Our 2016 Plan and 2018 Plan do not permit stock options to be repriced to a lower exercise or strike price without the approval of our shareholders.

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Role of the Compensation Committee and the Board of Directors

The Compensation Committee discharges many of the responsibilities of our Board of Directors relating to the compensation of our executive officers, including our NEOs. The Compensation Committee oversees and evaluates our compensation and benefits policies generally, and the compensation plans, policies and practices applicable to our CEO and other executive officers. As described below, the Compensation Committee retains a compensation consultant to provide support in its review and assessment of our executive compensation program.

At the beginning of the year, the Compensation Committee reviews and recommends to the Board of Directors that it approve of the primary elements of compensation—base salary increases, annual cash bonuses, and annual equity awards—for our CEO and members of our Executive Committee (which includes our other NEOs). In addition, the Compensation Committee may deem it advisable to review and approve subsequent compensation opportunities for our NEOs, and may deem it advisable to recommend such opportunities to the Board of Directors for final review and approval.

Compensation-Setting Factors

When reviewing and recommending to the Board of Directors the amount of each compensation element and the target total compensation opportunity for our NEOs, the Compensation Committee considers the following factors:

our performance against the annual corporate goals established by the Compensation Committee in consultation with management;
each NEO’s skills, experience and qualifications relative to other similarly-situated executives at the companies in our compensation peer group;
the scope of each NEO’s role compared to other similarly-situated executives at the companies in our compensation peer group;
the performance of each NEO, based on an assessment of his or her contributions to our overall performance, ability to lead his or her department and work as part of a team, all of which reflect our core values;
compensation parity among our NEOs and other executive officers;
our retention goals;
our financial performance relative to our peers;
the compensation practices of our compensation peer group and the positioning of each NEO’s compensation in a ranking of peer company compensation levels; and
the recommendations provided by our CEO with respect to the compensation of our other NEO’s and our other executive officers.

These factors provide the framework for compensation decisions for each of our executive officers, including our NEOs. The Compensation Committee and the Board of Directors, as applicable, do not assign relative weights or rankings to these factors, and do not consider any single factor as determinative in the compensation of our executive officers. Rather, the Compensation Committee and the Board of Directors, as applicable, rely on their own knowledge and judgment in assessing these factors and making compensation decisions.

Role of Management

In discharging its responsibilities, the Compensation Committee works with management, including our CEO. Our management assists the Compensation Committee by providing information on corporate and individual performance, market compensation data and management’s perspective on compensation matters.

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In addition, at the beginning of each year, our CEO reviews the performance of our other executive officers, including our other NEOs, based on our achievement of our annual corporate goals and each executive officer’s achievement of his or her departmental and individual goals established for the prior year and his or her overall performance during that year. The Compensation Committee solicits and reviews our CEO’s recommendations for base salary increases, annual cash bonuses, annual long-term incentive compensation and other compensation opportunities for our other executive officers, including our other NEOs, and considers our CEO’s recommendations in determining such compensation, but has the authority to make the final decision independent of the CEO’s recommendation.

Role of Compensation Consultant

The Compensation Committee engages an external compensation consultant to assist it by providing information, analysis and other advice relating to our executive compensation program. Since 2016 the Compensation Committee has engaged a third-party compensation consultant, Aon’s Human Capital Solutions practice, a division of Aon plc (formerly known as Radford), or Aon, to advise on executive compensation matters. For 2021, the Compensation Committee again engaged Aon as its compensation consultant to advise on executive compensation matters including:

review and analysis of the compensation for our executive officers, including our NEOs;
review and analysis of market practice and support in the consideration and amendment of our post-employment compensation policy for our executive officers;
research, development and review of our compensation peer group; and
support on other compensation matters as requested throughout the year.

Aon reports directly to the Compensation Committee and to the Compensation Committee chairman. Aon also coordinates with our management for data collection and job matching for our executive officers. Aon did not provide any other services to us in 2021. The Compensation Committee has evaluated Aon’s independence pursuant to the listing standards of the relevant Nasdaq Listing Rules and SEC rules and has determined that no conflict of interest has arisen as a result of the work performed by Aon.

Role of Market Data

For purposes of comparing our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a group of peer companies. This compensation peer group consists of public biotechnology companies that are similar to us in terms of revenue, market capitalization, stage of development, geographical location and number of employees. The Compensation Committee reviews our compensation peer group at least annually and makes adjustments to our peer group if necessary, taking into account changes in both our business and our peer companies’ businesses.

In August 2020, the Compensation Committee, with the assistance of Aon, reviewed and updated our compensation peer group for 2021, referred to as our 2021 peer group, considering the acquisition of certain peer companies, as applicable, the increase in our market capitalization, and the increase in our headcount, as reflected in the following criteria:

publicly-traded companies primarily headquartered in the United States;
companies in the biotechnology sector with a focus on gene editing and gene therapy;
market value—in most cases, between $2.0B and $18.5B;
the stage of development primarily pre-commercial companies through recently commercial companies;
in general, companies that went public within the last 5 years; and
similar headcount—in most cases, within a range of 125 and 1,200 employees.

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Based on a review of the analysis prepared by Aon, the Compensation Committee approved the updated compensation peer group below for 2021.

2021 peer group

ACADIA Pharmaceutical

 

 Blueprint Medicines

 

 Moderna

Acceleron Pharma

 

 Denali Therapeutics

 

 MyoKardia

Agios Pharmaceuticals

 

 Editas Medicine

 

 Reata Pharmaceuticals

Allogene Therapeutics

 

 Global Blood Therapeutics

 

 Sangamo Therapeutics

Alnylam Pharmaceuticals

 

 Intellia Therapeutics

 

 Sarepta Therapeutics

bluebird bio

 

 Iovance BioTherapeutics

 

 Ultragenyx Pharmaceutics

 

 

 Mirati Therapeutics

 

 

In September 2021, the Compensation Committee, with the assistance of Aon, reviewed and updated our compensation peer group for 2022, referred to as our 2022 peer group, considering the acquisition of certain peer companies, as applicable, the increase in our market capitalization, and the increase in our headcount, as reflected in the following criteria:

o
publicly-traded companies primarily headquartered in the United States;
o
companies in the biotechnology sector with a focus on gene editing and gene therapy;
o
market value—in most cases, between $3.5B and $30B;
o
the stage of development primarily pre-commercial companies through recently commercial companies;
o
in general, companies that went public within the last 5 years; and
o
similar headcount—in most cases, within a range of 175 and 1,700 employees.

Based on a review of the analysis prepared by Aon, the Compensation Committee approved the updated compensation peer group below for 2022.

2022 peer group

Acceleron Pharma

 

 bluebird bio

 

 Iovance BioTherapeutics

Agios Pharmaceuticals

 

 Blueprint Medicines

 

 Mirati Therapeutics

Allogene Therapeutics

 

 BridgeBio Pharma +

 

 Reata Pharmaceuticals

Alnylam Pharmaceuticals

 

 Denali Therapeutics

 

 Sarepta Therapeutics

Beam Therapeutics +

 

 Editas Medicine

 

 Ultragenyx Pharmaceutics

Biohaven Pharmaceuticals +

 

 Fate Therapeutics +

 

 Vir Biotechnology +

 

 

 Intellia Therapeutics

 

 

+ New addition to peer group for 2022.

The Compensation Committee uses market data—from our compensation peer group and from the Aon Global Life Sciences Compensation survey—as one factor in evaluating whether the compensation for our executive officers is competitive in the market. We generally align compensation for our NEOs to the 60th percentile of our peer group. In addition, the Compensation Committee and the Board of Directors, as applicable, also rely on their own knowledge and judgment in evaluating market data and making compensation decisions.

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Primary Elements of Executive Compensation Program

To achieve our compensation objectives, we provide executives with a total compensation package consisting primarily of the following fixed and variable compensation elements:

Compensation Element

 

Purpose

Base Salary

 

Recognize performance of job responsibilities and attract and retain individuals with superior talent

Annual Cash Incentive Program

 

Provide short-term incentives to attain key business objectives

Equity Incentive Awards

 

Promote the maximization of shareholder value by aligning the interests of our executive officers and shareholders

We do not have a specific policy regarding the percentage allocation between short-term and long-term, or fixed and variable, compensation elements.

Our executive officers, including our NEOs, are also eligible to participate in our standard employee benefit plans, such as our employee stock purchase plan and retirement, health and welfare benefits plans, on the same basis as our other employees. In addition, as described below, our executive officers, including our NEOs, are entitled to certain change-in-control payments and benefits, as well as certain termination payments and benefits not in connection with a change in control.

Base Salary

We pay base salaries to our executive officers, including our NEOs, as the fixed portion of their compensation to provide them with a reasonable degree of financial certainty, and to attract and retain top-performing individuals. At the time of hire, base salaries are determined for our executive officers, including our NEOs. Typically, at the beginning of each year, the Compensation Committee reviews base salaries for our executive officers, including our NEOs, to determine if an increase is appropriate. In addition, base salaries may be adjusted in the event of a promotion or significant change in responsibilities.

2021 Base Salary

In February 2021, the Compensation Committee reviewed the base salaries of our executive officers, including our NEOs. The Compensation Committee considered the factors described above under “Compensation-Setting Factors,” including an analysis prepared by Aon. The Compensation Committee recommendation aimed to generally align the base salaries of our executive officers, including our NEOs, to the 60th percentile of our peer group, which resulted in a greater base salary adjustment for our CEO, Chief Operating Officer and General Counsel. Thereafter, the Compensation Committee recommended to the Board of Directors to adjust the annual base salaries of our NEOs as set forth below, effective as of January 1, 2021, and the Board of Directors approved that recommendation.

 

 

 

2020 Annual
Base Salary ($)

 

 

2021 Annual
Base Salary ($)(1)

 

 

Percentage
Increase

 

Samarth Kulkarni, Ph.D.

 

 

625,000

 

 

 

670,000

 

 

7.2%

 

Brendan Smith (2)

 

 

 

 

 

435,000

 

 

 

 

James R. Kasinger

 

 

403,500

 

 

 

425,000

 

 

5.3%

 

Lawrence O. Klein, Ph.D.

 

 

420,000

 

 

 

450,000

 

 

7.1%

 

Tony W. Ho, M.D.

 

 

451,000

 

 

 

467,000

 

 

3.6%

 

Michael J. Tomsicek

 

 

422,000

 

 

 

437,000

 

 

3.6%

 

 

(1)
The actual base salaries paid to our NEOs in 2021 are set forth in the “Summary Compensation Table” below.
(2)
Mr. Smith joined the Company as Chief Financial Officer on October 14, 2021, and his base salary was approved by the Board of Directors at that time.

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Annual Cash Bonuses

We provide short-term incentive compensation opportunities to our executive officers, including our NEOs, in the form of annual cash bonuses to drive our short-term success under our senior executive cash incentive bonus plan. The annual cash bonus review provides that:

the Compensation Committee will establish the annual corporate performance goals and weighting;
the Compensation Committee will establish a target bonus opportunity for each executive;
annual cash bonuses may not be paid unless and until the Compensation Committee makes a determination with respect to achievement of the annual corporate performance goals; and
the Compensation Committee may adjust annual cash bonuses based on individual performance, and based on such other terms and conditions as it may in its discretion determine.

The Compensation Committee may also make certain immaterial rounding adjustments to the annual cash bonuses.

Corporate Performance Goals

At the end of each year, the Compensation Committee, after reviewing management’s proposal, establishes the annual corporate performance goals that it believes will be the most significant drivers of our short-term and long-term success. The corporate performance goals include target achievement dates based on calendar quarters. The Compensation Committee then recommends to the Board of Directors that it approve of the proposed corporate performance goals. Each corporate performance goal has a percentage weighting, and may include an additional percentage weighting for overachievement, based on the Compensation Committee’s assessment of the goal’s relative significance. Each executive officer, including each NEO, is eligible to receive an annual performance-based cash bonus based primarily on achievement of corporate performance goals as assessed by our Compensation Committee and Board of Directors with adjustment for individual performance based on input on individual performance achievement from our CEO. Each executive officer, including each NEO, has a target annual bonus award amount, expressed as a percentage of each NEO’s base salary then in effect. After the fiscal year is completed, the Compensation Committee reviews actual corporate and individual performance against the stated goals (as discussed in more detail below) and determines subjectively what it believes to be the appropriate level of cash bonus, if any, for our NEOs.

As a general matter, at the end of the year for which the corporate performance goals have been established, the Compensation Committee, after reviewing management’s self-assessment, evaluates our achievement of the prior year’s corporate performance goals, and our overall success for the year, and determines the total percentage achievement level for the Company. The Compensation Committee then recommends to the Board of Directors that it approve of such percentage achievement level for the Company.

In addition, our CEO evaluates the other executive officers’ individual performance, including the other NEOs’ individual performance, and makes recommendations for total percentage achievement level for such executive officer. Such evaluation is made, in part, by considering the performance relative to the executive officer’s functional attainments and impact on corporate goals, as well as other factors related to conformance with the Company’s core values and policies and the expected competencies and skills for the executive officer’s role. The Compensation Committee considers our CEO’s recommendations, and independently reviews and approves the total percentage achievement level for each of the executive officers and independently evaluates our CEO’s performance using similar criteria used in the CEO’s evaluation of the other executive officers. Since an executive officer’s total percentage achievement level is determined by taking the Company’s percentage achievement level for the most recently completed fiscal year together with the individual executive officer’s percentage achievement level awarded in connection with the annual performance review cycle, the total percentage achievement level for such executive officer could exceed the stated percentage achievement level for the Company. The Compensation Committee then recommends to the Board of Directors that it approve the total percentage achievement level for each executive officer, including our NEOs.

For 2021, the actual bonus amounts for our NEOs were reviewed and approved by our Compensation Committee and the Board of Directors.

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Target Annual Bonuses

At the beginning of each year, the Compensation Committee reviews the annual target bonuses for our executive officers, including our NEOs and, if appropriate, makes a recommendation to the Board of Directors to adjust the annual target bonus for our NEOs. The Compensation Committee considers the factors described above and benchmarking analyses prepared by Aon, with an emphasis on market data from our compensation peer group for comparable positions. Target annual bonuses are the same for executive officers, including our NEOs, who are at the same level, and represent a specific percentage of annual base salary.

2021 Target Annual Bonus

In February 2021, the Compensation Committee reviewed the target annual bonuses of our executive officers, including our NEOs. The Compensation Committee considered the factors described in the “Annual Cash Bonus” above as well as the benchmarking analyses prepared by Aon, particularly the market data from the companies in the compensation peer group. The Compensation Committee recommendation aimed to generally align the target annual bonuses of our executive officers, including our NEOs, to the 60th percentile of our peer group, which resulted in an increase to the target annual bonus for our CEO and Chief Operating Officer. Thereafter, the Compensation Committee recommended to the Board of Directors to approve of the 2021 target annual bonuses of our NEOs below, and the Board of Directors accepted that recommendation and approved the same.

 

 

 

2020 Target
Annual Bonus

 

 

2021 Target
Annual Bonus

 

Samarth Kulkarni, Ph.D.

 

 

60

%

 

 

65

%

Brendan Smith (1)

 

 

 

 

 

40

%

James R. Kasinger

 

 

40

%

 

 

40

%

Lawrence O. Klein, Ph.D.

 

 

40

%

 

 

45

%

Tony W. Ho, M.D.

 

 

45

%

 

 

45

%

Michael J. Tomsicek

 

 

40

%

 

 

40

%

 

(1)
Mr. Smith joined the Company as Chief Financial Officer on October 14, 2021, and his target annual bonus was approved by the Board of Directors at that time.

2021 Corporate Performance Goals

In November 2020, the Compensation Committee and the Board of Directors approved our 2021 annual corporate performance goals and weightings, as summarized below.

 

Category

 

Corporate Goals

 

Weighting

Program Goals

 

● Advance certain clinical activities related to beta-thalassemia & sickle cell disease, including certain manufacturing activities related to commercial readiness
● Advance clinical activities related to our lead immuno-oncology programs, including certain internal manufacturing readiness activities
● Advance additional programs

 

65%

Platform and Capabilities

 

● Continue scaling the organization and advancing platform activities, including enhancing scientific capabilities

 

20%

G&A Goals

 

● Raise additional capital, including advancing strategic partnerships and alliances

 

15%

 

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Our executive compensation program seeks to incentivize and reward strong corporate performance. In the fourth quarter of 2021, the Compensation Committee evaluated our achievement of the 2021 corporate performance goals, considering the extent to which we had achieved each goal, the weighting established for each goal, management’s self-assessment, and our overall corporate performance in 2021. The Compensation Committee determined that we successfully achieved each of the 2021 corporate performance goals and exceeded such corporate goals up to 130% achievement level. Thereafter, the Compensation Committee recommended to the Board of Directors the foregoing, and the Board of Directors accepted that recommendation and approved the same.

Highlights of our 2021 corporate performance include:

Program Goals:

Hemoglobinopathies: We, together with our partner Vertex Pharmaceuticals Incorporated, or Vertex, advanced our clinical development programs for CTX001TM, an investigational, autologous, CRISPR/Cas9 gene-edited hematopoietic stem cell therapy being evaluated for patients suffering from severe hemoglobinopathies:
o
Completed enrollment in the ongoing CLIMB clinical trials; more than 70 patients have been dosed with CTX001 across both trials to date.
o
In the second quarter of 2021, at the European Hematology Association Congress, we and Vertex presented data from twenty-two patients treated with CTX001 in the ongoing CLIMB clinical trials – fifteen patients with TDT and seven patients with SCD.
o
Grant of PRIority MEdicines, or PRIME, designation from the European Medicines Agency for the treatment of TDT. CTX001 was previously granted PRIME designation for the treatment of SCD in 2020.
Immuno-oncology: Continued to advanced multiple clinical development programs within our wholly-owned allogenic CRISPR/Cas9 gene-edited immuno-oncology portfolio:
o
CTX110TM, our lead immuno-oncology candidate, is an investigational, healthy donor-derived gene-edited allogeneic CAR-T therapy targeting cluster of differentiation 19.
o
For our ongoing Phase 1 single-arm, multi-center, open-label clinical trial, CARBON, that is designed to assess the safety and efficacy of several dose levels of CTX110 for the treatment of relapsed or refractory B-cell malignancies: advance clinical activities, including dosing of a certain number of patients.
o
In the fourth quarter of 2021, we released preliminary clinical data for 26 patients treated with CTX110 in the ongoing CARBON trial.
o
Advanced clinical activities for ongoing Phase 1 clinical trials assessing safety and efficacy of several dose levels for the following CAR-Ts: (i) CTX120TM, our wholly-owned allogeneic CAR-T investigational therapy targeting B-cell maturation antigen for the treatment of relapsed or refractory multiple myeloma; and (ii) CTX130TM, our wholly-owned allogeneic CAR-T investigational therapy targeting cluster of differentiation 70, or CD70, for the treatment of relapsed or refractory renal cell carcinoma and various types of lymphoma.
o
Certain regulatory achievements, including RMAT designation granted by the U.S. Food and Drug Administration for CTX110.
o
In the fourth quarter of 2021, we completed construction of a new cell therapy manufacturing facility in Framingham, Massachusetts, that, among other things, once validated, will be capable of supporting research, clinical and commercial production of our cell therapy product candidates and certain components thereof for certain of our programs. In addition, we began the regulatory validation activities, including compliance with current Good Manufacturing Practice, or cGMP, for this facility.

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Regenerative Medicine: We, together with our partner ViaCyte, Inc., or ViaCyte, advanced our first joint program, VCTX210, an investigational, allogeneic, gene-edited, immune-evasive, stem cell-derived therapy being evaluated for patients suffering from type 1 diabetes.
Advanced additional wholly-owned and partnered programs.

Platform & Capabilities:

We continued to build and enhance our scientific capabilities and scale the organization.

G&A Goals:

In April 2021, we and Vertex agreed to amend and restate our existing joint development and commercialization agreement, pursuant to which, among other things, we will continue to develop and prepare to commercialize CTX001 for TDT and SCD in partnership with Vertex. In June 2021, in connection with the closing of the transaction contemplated by such agreement, we received a $900 million up-front payment from Vertex.
In 2021, under our current open market sales agreement, we have issued and sold an aggregate of 1.4 million common shares at an average price of $168.23 per share with aggregate net proceeds of $224.5 million.

2021 Annual Cash Bonuses

In the first quarter of 2022, the Compensation Committee considered our CEO’s recommendations with respect to our executive officers, including our other NEOs, individual performance for 2021 and independently evaluated the same for each executive officer, including our CEO using similar criteria used in the CEO’s evaluation of the other executive officers. Thereafter, the Compensation Committee recommended to the Board of Directors the total percentage achievement level based on corporate performance goals and individual performance for each of our executive officers, including our other NEOs, and the Board of Directors accepted that recommendation and approved the same. For fiscal year 2021, our Board of Directors determined that the individual performance of each of Dr. Kulkarni, Mr. Kasinger and Dr. Klein for 2021 merited a total percentage achievement level that exceeded the stated percentage achievement level of the Company.

The table below sets forth the target annual cash bonus each NEO, other than Mr. Smith and Mr. Tomsicek, was eligible to earn and the actual bonus amount earned by such NEOs for 2021.

 

 

Target Annual
Cash Bonus ($)

 

 

Annual
Cash Bonus ($)

 

Samarth Kulkarni, Ph.D.

 

 

435,500

 

 

 

587,925

 

James R. Kasinger

 

 

170,000

 

 

 

229,500

 

Lawrence O. Klein, Ph.D.

 

 

202,500

 

 

 

273,375

 

Tony W. Ho, M.D.

 

 

210,150

 

 

 

210,150

 

Mr. Smith joined the Company as Chief Financial Officer on October 14, 2021. In recognition of his contributions to the Company in the fourth quarter of 2021, at the recommendation of the Compensation Committee and our CEO, our Board of Directors awarded Mr. Smith a $50,000 cash bonus. See Note 9 to the Summary Compensation Table below for more information regarding Mr. Tomsicek.

Long-Term Incentive Compensation

We view long-term incentive compensation in the form of equity awards as an important element of our executive compensation program. The value of equity awards is directly related to share price appreciation over time, which incentivizes our executive officers to achieve long-term corporate goals and create long-term value for our shareholders. Equity awards also help us attract and retain top-performing executive officers in a competitive market.

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Consistent with the practice of our peer group companies, we grant our employees, including our NEOs, a mix of stock options and RSUs. At the time of hire, equity awards are granted to our executive officers, including our NEOs. In addition, during our annual employee performance cycle, as a general practice, we grant a mix of equity awards to employees, including our NEOs, twice yearly with the initial award made during the third or fourth quarter of the year for which the equity grant is awarded and the remainder of the annual equity grant is awarded during the first quarter of the following year. We believe granting equity awards bi-annually will better deliver a more consistent equity value to our employees. As a general practice, the first tranche of awards are comprised of 100% stock options and equate roughly to one-third of a typical annual option grant and the second tranche of awards are comprised of a mix of equity awards roughly equating to two-thirds of a typical annual option grant, as well as restricted stock units adjusted for performance. For more information on our equity award grant policy, see “Other Compensation Policies and Practices—Equity Award Grant Policy” below.

At the beginning of each year, the Compensation Committee typically reviews the equity awards for our executive officers, including our NEOs, and determines, based upon performance in the prior year, the amounts of the annual equity awards it deems reasonable and appropriate based on the factors described above under “Compensation-Setting Factors” as well as the benchmarking analyses prepared by Aon. In addition, the Compensation Committee may deem it advisable to grant subsequent equity awards to our executive officers (including our NEOs), in the event of a promotion, significant change in responsibilities, recognition for achievement of other performance milestones, recognition of other contributions to the Company, or for purposes of retention.

2021-2022 Annual Equity Awards Based on 2021 Performance

 

 

Stock Options
(Number of Shares)(1)(2)

 

 

Restricted Stock
Units
(Number of Shares)(2)(3)

 

Samarth Kulkarni, Ph.D. (4)

 

 

158,000

 

 

 

53,000

 

Brendan Smith (5)

 

 

30,000

 

 

 

15,300

 

James R. Kasinger (6)

 

 

45,000

 

 

 

15,300

 

Lawrence O. Klein, Ph.D. (7)

 

 

60,000

 

 

 

20,400

 

Tony W. Ho, M.D. (8)

 

 

13,800

 

 

 

 

Michael J. Tomsicek (9)

 

 

 

 

 

 

(1)
The stock options vest, and become exercisable, over a four-year period, with 1/48th of the underlying shares vesting on a monthly basis after the vesting commencement date, so that all of the underlying shares will be vested on the date four years after the vesting commencement date, so long as the NEO remains an employee or other service provider.
(2)
Under applicable SEC reporting rules, all awards granted in February 2022 will not be reported in the compensation tables below, but rather will be reported in the compensation tables in the Company’s proxy statement in 2023 with respect to 2022 compensation.
(3)
Restricted stock units are subject to time-based vesting criteria established by the Compensation Committee. Vesting terms for restricted stock units granted in 2021 are described in the footnotes to the Outstanding Equity Awards at December 31, 2021 table below. Restricted stock units granted in February 2022 will vest annually over four years.
(4)
The equity incentive awards summarized above for Dr. Kulkarni reflect an award of 43,000 stock options granted in October 2021, as well as an award of 115,000 stock options and 53,000 restricted stock units granted in February 2022.
(5)
The equity incentive awards summarized above for Mr. Smith reflect an award of 30,000 stock options and 15,300 restricted stock units granted in February 2022. In addition, Mr. Smith received an award of 15,000 restricted stock units and 90,000 options in connection with the commencement of his employment in October 2021.
(6)
The equity incentive awards summarized for Mr. Kasinger reflect an award of 10,800 stock options granted in October 2021, as well as an award of 34,200 stock options and 15,300 restricted stock units granted in February 2022.

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(7)
The equity incentive awards summarized above for Dr. Klein reflect an award of 13,800 stock options granted in October 2021, as well as an award of 46,200 stock options and 20,400 restricted stock units granted in February 2022.
(8)
The equity incentive awards summarized above for Dr. Ho reflect an award of 13,800 stock options granted in October 2021. Dr. Ho was not eligible to receive equity awards in February 2022. See Note 7 to the Summary Compensation Table below for more information.
(9)
Mr. Tomsicek was not eligible to receive equity awards based on his 2021 performance. See Note 9 to the Summary Compensation Table below for more information.

Other Employee Benefits

Health and Welfare Benefits

Our executive officers, including our NEOs, are eligible to participate in the same employee benefit plans that are generally available to all of our employees, subject to the satisfaction of certain eligibility requirements, such as medical, dental, and life and disability insurance plans. We pay, on behalf of our employees, the premiums for health, life and disability insurance.

401(k) Savings Plan

Our U.S. executive officers, including our NEOs, are eligible to participate in a tax-qualified retirement plan, or the 401(k) Plan, on the same basis as our other employees. The 401(k) Plan provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Employees are fully vested in their contributions. The 401(k) Plan also permits us to make discretionary employer contributions. In 2021, we made matching contributions under the 401(k) Plan equal to 100% of employee deferral contributions up to a deferral rate of 2% of eligible compensation and 50% of employee deferral contributions from 2% to 6% of eligible compensation up to a maximum deferral rate of 4% of eligible compensation. Matching contributions vest after 2 years. Matching contributions made to each of our NEOs are included in the “Summary Compensation Table” below.

Employee Stock Purchase Plan

Pursuant to our employee stock purchase plan, employees, including our NEOs, have an opportunity to purchase our common shares at a discount on a tax-qualified basis through payroll deductions. The employee stock purchase plan is designed to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. The purpose of the employee stock purchase plan is to encourage our employees, including our NEOs, to become our shareholders and better align their interests with those of our other shareholders.

Special Perquisites

We do not provide special perquisites to our executive officers, including our NEOs.

Employment Arrangements with our NEOs

We have entered into employment agreements with each of our NEOs in connection with their employment with us. These employment agreements provide for certain notice periods and severance benefits, as described in the “Employment Agreements with our NEOs” section below. The Compensation Committee believes that it is in the best interests of our shareholders to extend these benefits to our executives to reinforce and encourage retention and focus of shareholder value creation without distraction.

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Other Compensation Policies and Practices

Equity Award Grant Policy

We have adopted an equity award grant policy that sets forth the process and timing for us to follow when we grant equity awards to our employees, including our executive officers, or advisors or consultants to us pursuant to any of our equity compensation plans. Pursuant to the policy, all grants of equity awards must be approved in advance by, as applicable, our Board of Directors, the Compensation Committee or, subject to the delegation requirements in the policy, our CEO.

Each year, the Compensation Committee recommends to the Board of Directors, and the Board of Directors approves, an annual budget for all equity awards to be made during that year.
Annual equity awards to employees, including our NEOs, are granted twice yearly, with the initial award made during the third or fourth quarter of the year for which the equity grant is awarded and the remainder of the annual equity grant is awarded during the first quarter of the following year.
The Board of Directors has delegated to our CEO the ability to grant equity awards to existing and new employees (senior vice president and below), consultants and other qualified individuals provided that such grants are consistent with the equity award grant policy and related guidelines that are reviewed and approved annually by the Compensation Committee.
Equity awards to our NEOs and members of the Board of Director are effective on the date of approval by our Board of Directors, or such later date as specified in such approval. Our Board of Directors retains the discretion to grant equity awards at other times to the extent appropriate for such awards.

In addition, our equity award grant policy sets forth the manner in which our equity awards will be priced. The dollar value of restricted stock and restricted stock units will be determined by multiplying the number of shares of our common stock underlying the award by the closing market price on the Nasdaq Global Market of a share of our common stock on the effective date of grant. The exercise price of all stock options will be at least equal to the closing market price on the Nasdaq Global Market of our common shares on the effective date of grant.

Policy Prohibiting Hedging and Pledging

Our Insider Trading Policy prohibits our executive officers, the non-employee members of our Board of Directors and certain designated employees who in the course of the performance of their duties have access to material, nonpublic information regarding our company from engaging in the following transactions:

selling any of our securities that they do not own at the time of the sale (a “short sale”);
buying or selling puts, calls, other derivative securities of our company or any derivative securities that provide the economic equivalent of ownership of any of our securities or an opportunity, direct or indirect, to profit from any change in the value of our securities or engaging in any other hedging transaction with respect to our securities at any time without the prior approval of the Audit Committee;
using our securities as collateral in a margin account; and
pledging our securities as collateral for a loan (or modifying an existing pledge) unless the pledge has been approved by the Audit Committee.

As of the date of this proxy statement, none of our NEOs had previously sought or obtained approval from the Audit Committee to engage in any hedging or pledging transaction involving our securities.

Tax and Accounting Considerations

Deductibility of Executive Compensation

Generally, Section 162(m) of the Code, or Section 162(m), disallows a federal income tax deduction for public corporations of remuneration in excess of $1 million paid in any fiscal year to certain specified executive officers.

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In designing our executive compensation program and determining the compensation of our executive officers, including our NEOs, the Compensation Committee considers a variety of factors, including the potential impact of the Section 162(m) deduction limit. However, the Compensation Committee will not necessarily limit executive compensation to that which is or may be deductible under Section 162(m). The deductibility of some types of compensation depends upon the timing of an executive officer’s vesting or exercise of previously granted rights. Further, interpretations of and changes in the tax laws, and other factors beyond the Compensation Committee’s control also affect the deductibility of compensation. The Compensation Committee will consider various alternatives to preserving the deductibility of compensation payments and benefits to the extent consistent with its compensation goals.

To maintain flexibility to compensate our executive officers in a manner designed to promote our short-term and long-term corporate goals, the Compensation Committee has not adopted a policy that all compensation must be deductible. The Compensation Committee believes that our shareholders’ interests are best served if its discretion and flexibility in awarding compensation is not restricted in order to allow such compensation to be consistent with the goals of our executive compensation program, even though some compensation awards may result in non-deductible compensation expense.

Accounting for Stock-Based Compensation

We follow the Financial Accounting Standard Board’s Accounting Standards Codification Topic 718, or FASB ASC Topic 718, for our stock-based compensation awards. FASB ASC Topic 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and non-employee members of our Board of Directors, including stock options to purchase shares of our common stock and other stock awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards.

Taxation of “Parachute” Payments

Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to significant additional U.S. taxes if they receive payments or benefits in connection with a change in control of the company that exceeds certain prescribed limits, and that the company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We have not agreed to provide any executive officer, including any NEO, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Sections 280G or 4999 of the Code.

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NEO Compensation Tables

Summary Compensation Table

The following table sets forth information regarding total compensation awarded to, earned by and paid to each of our NEOs during the fiscal years ended December 31, 2021, 2020 and 2019, to the extent he was a NEO in such year.

 

Name

 

Year

 

Salary ($)

 

 

Bonus ($)

 

 

Share
Awards
($)(1)

 

 

Option
Awards
($)(1)

 

 

Non-Equity
Incentive
Compensation
($)(2)

 

 

All Other
Compensation
($)

 

 

Total ($)

 

Samarth Kulkarni, Ph.D.

 

2021

 

 

670,000

 

 

 

 

 

 

4,819,680

 

 

 

10,954,947

 

 

 

587,925

 

 

 

4,463

 

(3)

 

17,037,015

 

Chief Executive Officer

 

2020

 

 

625,000

 

 

 

 

 

 

1,585,785

 

 

 

6,343,596

 

 

 

543,750

 

 

 

7,125

 

 

 

9,105,256

 

 

 

2019

 

 

550,200

 

 

 

 

 

 

8,775,600

 

 

 

6,495,579

 

 

 

438,785

 

 

 

5,568

 

 

 

16,265,732

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brendan Smith (4)

 

2021

 

 

93,921

 

(5)

 

75,000

 

(6)

 

1,480,500

 

 

 

5,641,931

 

 

 

50,000

 

 

 

3,688

 

(3)

 

7,345,040

 

Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

James R. Kasinger

 

2021

 

 

425,000

 

 

 

 

 

 

1,204,920

 

 

 

2,771,741

 

 

 

229,500

 

 

 

11,600

 

(3)

 

4,642,761

 

General Counsel

 

2020

 

 

403,500

 

 

 

 

 

 

379,695

 

 

 

1,563,531

 

 

 

234,030

 

 

 

11,400

 

 

 

2,592,156

 

 

 

2019

 

 

376,900

 

 

 

 

 

 

1,924,600

 

 

 

1,688,850

 

 

 

218,602

 

 

 

9,800

 

 

 

4,218,752

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lawrence O. Klein, Ph.D.

 

2021

 

 

450,000

 

 

 

 

 

 

1,606,560

 

 

 

3,618,965

 

 

 

273,375

 

 

 

11,600

 

(3)

 

5,960,500

 

Chief Operating Officer

 

2020

 

 

420,000

 

 

 

 

 

 

614,213

 

 

 

2,368,031

 

 

 

243,600

 

 

 

11,400

 

 

 

3,657,244

 

 

 

2019

 

 

360,400

 

 

 

 

 

 

3,984,600

 

 

 

1,549,003