edit-20240416

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:


o			Preliminary Proxy Statement

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

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material Pursuant to §240.14a-12

EDITAS MEDICINE, INC.

(Name of registrant as specified in its charter)

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

Payment of Filing Fee (Check the appropriate box):


x			No fee required.

o			Fee paid previously with preliminary materials.

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

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EDITAS MEDICINE, INC.

11 Hurley Street

Cambridge, Massachusetts 02141

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

To be held May 30, 2024

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Editas Medicine, Inc., which is scheduled to be held via the Internet at a virtual web conference at www.virtualshareholdermeeting.com/EDIT2024 on Thursday, May 30, 2024 at 8:30 a.m. Eastern Time. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. We believe that the virtual meeting format provides expanded access to our stockholders, and improved communication and cost savings for our stockholders and our company. The logistics of the virtual meeting are discussed more fully in the attached proxy statement. This means that you can attend the Annual Meeting online, vote your shares during the online meeting and submit questions during the online meeting by visiting the above-mentioned Internet site.

Only stockholders who owned common stock at the close of business on April 2, 2024 can vote during the Annual Meeting or any adjournment that may take place. At the Annual Meeting, the stockholders will consider and vote on the following matters:

1.Election of three Class II directors to our board of directors, each to serve until the 2027 annual meeting of stockholders;

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

3.Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and

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

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

Instead of mailing a printed copy of our proxy materials to all of our stockholders, we provide access to these materials via the Internet. This reduces the amount of paper necessary to produce these materials as well as the costs associated with mailing these materials to all stockholders. Accordingly, on or about April 16, 2024, we will begin mailing a Notice of Internet Availability of Proxy Materials (“Notice”) to all stockholders of record on our books at the close of business on April 2, 2024, the record date for the Annual Meeting, and will post our proxy materials on the website referenced in the Notice. As more fully described in the Notice, stockholders may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail, or electronically by email, on an ongoing basis.

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

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

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

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

•Vote during the virtual Annual Meeting, by going to www.virtualshareholdermeeting.com/EDIT2024 at the scheduled time of the meeting (have your Notice and control number found on your proxy card in hand).

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

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

By Order of the Board of Directors,

Gilmore O’Neill

President and Chief Executive Officer

Cambridge, Massachusetts

April 16, 2024

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Editas Medicine, Inc.

Proxy Statement

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			Page
Proxy Statement			1
Proxy Statement Summary			2
Important Information About the Annual Meeting and Voting			6
Proposal No. 1—Election of Three Class I I Directors			10
Corporate Governance			17
Stockholder Engagement			17
Director Nomination Process			18
Director Independence			19
Board Skills & Experience and Demographic Mix			20
Board Committees			22
Board and Committee Meetings Attendance			24
Director Attendance at Annual Meeting of Stockholders			24
Code of Business Conduct and Ethics			24
Corporate Governance Guidelines			24
Board Refreshment and Succession Planning			25
Board and Committee Evaluation Process			25
Director Commitments Policy			26
Board Leadership Structure and Board’s Role in Risk Oversight			26
Commitment to Corporate Responsibility			27
Communication with our Directors			29
Executive Compensation			31
Compensation Discussion and Analysis			31
Compensation Risk Assessment			46
Compensation Committee Report			46
202 3 Summary Compensation Table			48
Grants of Plan-Based Awards			49
Outstanding Equity Awards at Fiscal Year-End			51
Option Exercises and Stock Vested			53
Employment, Severance, Change in Control Arrangements, and Separation Arrangements			53
Potential Payments upon Termination or Change in Control			55
Pay Ratio Disclosure			57
Pay Versus Performance			58
Other Agreements			61
Rule 10b5-1 Sales Plans			62
Compensation Committee Interlocks and Insider Participation			62
Director Compensation			62
Securities Authorized for Issuance Under Our Equity Compensation Plans			63
Transactions with Related Persons			65
Principal Stockholders			67
Report of the Audit Committee			70
Proposal No. 2—Advisory Vote on Executive Compensation			71
Proposal No. 3—Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 202 4			72
Householding, Stockholder Proposals and Other Matters			74

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EDITAS MEDICINE, INC.

11 Hurley Street

Cambridge, Massachusetts 02141

617-401-9000

PROXY STATEMENT

FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

to be held May 30, 2024

This proxy statement (the “Proxy Statement”) and the enclosed proxy card contain information about the Annual Meeting of Stockholders of Editas Medicine, Inc. (the “Annual Meeting”) to be held via the Internet at a virtual web conference at www.virtualshareholdermeeting.com/EDIT2024 on Thursday, May 30, 2024 at 8:30 a.m. Eastern Time. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. We believe that the virtual meeting format provides expanded access to our stockholders, and improved communication and cost savings for our stockholders and our company. The logistics of the virtual meeting are discussed more fully in this Proxy Statement. This means that you can attend the Annual Meeting online, vote your shares during the online meeting and submit questions during the online meeting by visiting the above-mentioned Internet site. The board of directors of Editas (the “Board”) is using this Proxy Statement to solicit proxies for use at the Annual Meeting. In this Proxy Statement, unless expressly stated otherwise or the context otherwise requires, the use of “Editas,” “our,” “we” or “us” refers to Editas Medicine, Inc.

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting of Stockholders to be held on May 30, 2024:

This Proxy Statement and our 2023 Annual Report to Stockholders are

available for viewing, printing and downloading at http://www.proxyvote.com.

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”) as filed with the Securities and Exchange Commission (“SEC”), except for exhibits, will be furnished without charge to any stockholder upon written request to Editas Medicine, Inc., 11 Hurley Street, Cambridge, Massachusetts 02141. This Proxy Statement and our 2023 Annual Report are also available on the SEC’s website at http://www.sec.gov.

On or about April 16, 2024, we will mail a Notice of Internet Availability of Proxy Materials (“Notice”) to our stockholders (other than those who previously requested electronic or paper delivery of proxy materials), directing stockholders to a website where they can access our proxy materials, including this Proxy Statement and our 2023 Annual Report, and view instructions on how to vote online or by telephone. If you would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive access to those materials via e-mail unless you elect otherwise.

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Proxy Statement Summary

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

Attend our 2024 Annual Meeting of Stockholders Via Live Webcast



8:30 a.m., Eastern Time, on Thursday, May 30, 2024 Access to Live Webcast: www.virtualshareholdermeeting.com/EDIT2024

How to Vote Prior to the Annual Meeting

By mailing your Proxy Card

By telephone

By Internet

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

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

Visit 24/7
www.proxyvote.com

Mark, sign and date your proxy card and return it in the postage-paid envelope included in your proxy materials. Your proxy card must arrive by May 29, 2024.

Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern Time, on May 29, 2024. Have your proxy card in hand when you call and then follow the instructions.

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern Time, on May 29, 2024. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.

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

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

Cast Your Vote Right Away

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


		More Information	Board of Directors Recommendation
PROPOSAL 1:	Election of Three Class II Directors	Page 11	FOR each nominee
PROPOSAL 2:	Advisory Vote on Executive Compensation	Page 72	FOR
PROPOSAL 3:	Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024	Page 73	FOR

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Governance Highlights

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

Annual Stockholder Engagement and Governance Review

As part of our regular governance practice review, we conduct a robust stockholder outreach program to solicit and understand our stockholders’ perspectives on our practices and to better understand the reasons for their votes. We also engage with certain proxy advisory firms to understand their governance policies and related vote recommendations. Our Board and the Nominating and Corporate Governance Committee of our Board consider feedback received from this effort and other input from our stakeholders in determining what further governance actions, if any, are in the best interest of our company and its stockholders.

During the second half of 2023, we solicited feedback from institutional investors representing approximately 50% of our outstanding shares to seek input on a variety of corporate governance and other issues that may impact our business. Resulting discussion topics included our corporate strategy and recent business development efforts, board skills and leadership, and the director commitments policy we adopted in 2023 in response to investor feedback. Please see “Corporate Governance—Stockholder Engagement” for additional information on the key topics discussed as part of our engagements and our responses thereto.

Following our 2023 Annual Stockholder Meeting, we determined that the results for one nominee to our Board may have been negatively impacted by concerns regarding certain of the anti-takeover provisions in our governing documents (including our classified board structure and supermajority voting requirements to amend our governing documents), which we are aware are disfavored by proxy advisory firms and some institutional investors. Each year our Nominating and Corporate Governance Committee reviews our governance framework, including our anti-takeover provisions, in light of best practices, industry trends, stockholder feedback, and other specific characteristics or circumstances of our company at the time. The Nominating and Corporate Governance Committee also considers the prevalence of the anti-takeover provisions among companies of similar size and maturity in our industry. Following the most recent such review, our Nominating and Corporate Governance Committee determined that our company and its stockholders are, at this time, best served by maintaining the current classified board structure, stockholder voting standards, and other corporate defensive measures, which are common among our peer group.

We do not maintain these provisions lightly, but we believe that they add stability to our Board and our company, providing us with appropriate flexibility and time to implement our strategy and progress our clinical programs over the next several years, which we believe will increase stockholder value. We remain committed to evaluating these measures on an annual basis to ensure that our governance strategy appropriately evolves as we mature and grow and continues to best serve our stockholders.

Enhanced Cybersecurity Risk Management

In light of the continued risk posed by cybersecurity incidents that may compromise our information, disrupt our business and expose us to liability, we took a number of actions in 2023 to enhance our cybersecurity risk management strategy and governance. Our Audit Committee remains responsible for overseeing our cybersecurity risk management policies and processes, and we amended the Audit Committee charter in November 2023 to more clearly delineate this authority. In furtherance of this responsibility, the Audit Committee meets with management and members of our information technology department, including our Head of Information Security, not less than twice per year to assess our cybersecurity risks and to evaluate the status of our cybersecurity efforts.

In 2023, we also established a cross-functional Cybersecurity Incident Response Team chaired by our Head of Information Security, who has approximately 20 years of cybersecurity expertise, including more than 15 years working in information security with the U.S. Federal Reserve System. This team consists of senior-level functional leaders, with appropriate members of our executive leadership team added on an ad hoc basis as necessary for any particular threat or incident. The team is responsible for safeguarding the confidentiality, integrity, and availability of our critical information assets and protecting against cyber threats through establishing a proactive and effective incident response program, fostering a culture of security awareness, and ensuring the continuous improvement of our incident response capabilities. In the event of a cyber security incident, the team is responsible for the swift detection, containment, and mitigation of and recovery from such incident to minimize business disruption, protect intellectual property, and maintain the trust of our stakeholders.

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Corporate Governance Best Practices

Separate Board chair and chief executive officer

Regular executive sessions of independent directors

All directors are independent, other than our chief executive officer

Active governance-focused outreach to stockholders

100% independence among members of Audit, Compensation and Nominating and Corporate Governance Committees

Mandatory retirement age of 75

Diverse Board:

◦44% women

◦22% racially/ethnically diverse

◦Female Board chair

◦Female chair of Audit, Compensation and Nominating and Corporate Governance Committees

Maintain a compensation clawback policy compliant with Nasdaq listing standards

Commitment to Board refreshment, with a robust director nominee selection process and four new independent directors since the beginning of 2020

Robust executive and non-employee director Stock Ownership Guidelines

Annual self-evaluation of Board and committees, including assessment of individual directors

Director commitments (overboarding) policy limiting the number of public-company boards on which our directors serve

Annual evaluation of chief executive officer by independent directors

No shareholder rights plan (i.e., no “poison pill”)

Director Nominees

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

Director
Since

Independent

Other Public

Company Boards

Name and Occupation

Age*

Yes

Committee Memberships*

Meeta Chatterjee

Chief Strategy Officer of Sun Pharmaceutical Industries Ltd.

2020

Audit

Andrew Hirsch

Chief Executive Officer of C4 Therapeutics, Inc.

2017

Audit

Compensation

Gilmore O'Neill

Chief Executive Officer of Editas Medicine, Inc.

2022

None

*As of April 16, 2024

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Executive Compensation Highlights

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

Select Recent Business Highlights

Drive our lead product candidate, reni-cel (formerly known as EDIT-301) toward Biologics License Application and Commercialization

Strengthen and Focus Discovery to Build in vivo Editing Pipeline

Increase Business Development Activities and Monetize IP

Achieved alignment with the Food and Drug Administration (“FDA”) that our RUBY clinical trial of reni-cel for severe sickle cell disease (“SCD”) is a single Phase 1/2/3 trial

Hired new chief scientific officer with specific expertise aligned with Editas’ vision

Created value through business development to complement core gene editing technology capabilities

Exceeded our enrollment goal of 20 patients in the RUBY trial by year-end 2023

Initiated lead discovery of in vivo editing of hematopoietic stem cells and other tissues

Leveraged robust intellectual property portfolio

Provided two 2023 clinical data updates from the RUBY trial and our Phase 1/2 EdiTHAL clinical trial of reni-cel for the treatment of transfusion-dependent beta thalassemia (“TDT”)

Announced intent to establish in vivo pre-clinical proof of concept for an undisclosed indication in 2024

Granted Vertex Pharmaceuticals Incorporated (“Vertex”) a non-exclusive license for our Cas9 gene editing technology for certain uses, including in Vertex’s CASGEVYTM

Compensation Highlights

Significant portion of named executive officers’ target compensation is performance-based

◦Approximately 73% for CEO

◦Approximately 70% for other named executive officers

Annual performance-based cash bonus program for chief executive officer tied 100% to corporate achievement

25% of long-term incentive compensation for our named executive officers tied to pre-established research and development and business development performance goals

Annual performance-based cash bonus program for other named executive officers tied 80% to corporate achievement and 20% to individual achievement

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IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Purpose of the Annual Meeting

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

1.Election of three Class II directors to the Board, each to serve until the 2027 annual meeting of stockholders (“Proposal No. 1”);

2.Approval, on an advisory basis, of the compensation paid to our named executive officers (“Proposal No. 2”);

3.Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (“Proposal No. 3”); and

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

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

Board of Directors Recommendation

Our Board unanimously recommends that you vote:

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

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

FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

Availability of Proxy Materials

The Notice regarding our proxy materials, including this Proxy Statement and our 2023 Annual Report, is being mailed to stockholders on or about April 16, 2024. Our proxy materials are also available for viewing, printing and downloading on the Internet at http://www.proxyvote.com.

Who Can Vote during the Annual Meeting

Only stockholders of record at the close of business on the record date of April 2, 2024, are entitled to receive notice of the Annual Meeting and to vote the shares of our common stock that they held on that date. As of April 2, 2024, there were 82,234,710 shares of our common stock issued and outstanding. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting.

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

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

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

How to Vote

If you are a stockholder of record, you can vote your shares in one of two ways: either by proxy or virtually during the Annual Meeting. If you choose to vote by proxy, you may do so by telephone, via the Internet or by mail. Each of these

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methods is explained below. If you hold your shares of our common stock in multiple accounts, you should vote your shares as described in each set of proxy materials you receive.

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

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

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

•Voting during the Annual Meeting. You may vote during the Annual Meeting by accessing the website www.virtualshareholdermeeting.com/EDIT2024 and having your Notice or proxy card in hand. Even if you plan to attend the Annual Meeting, we urge you to vote your shares by proxy in advance of the Annual Meeting, so that if you should become unable to attend the Annual Meeting, your shares will be voted as directed by you. Online check-in will begin at 8:15 a.m. Eastern Time on May 30, 2024. We will have technicians standing by and ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the log-in page at www.virtualshareholdermeeting.com/EDIT2024. Technical support will be available starting at 8:15 a.m. Eastern Time on May 30, 2024.

Telephone and Internet voting prior to the Annual Meeting for stockholders of record will be available up until 11:59 p.m. Eastern Time on May 29, 2024, and mailed proxy cards must be received by May 29, 2024 in order to be counted at the Annual Meeting. If the Annual Meeting is adjourned or postponed, these deadlines may be extended.

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

Proposals Considered “Discretionary” and “Non-Discretionary”

If your shares are held in “street name,” your bank, broker or other nominee may under certain circumstances vote your shares if you do not return voting instructions. Banks, brokers or other nominees are permitted to vote customers’ shares for which they have received no voting instructions on specified routine, or “discretionary,” matters, but they are not permitted to vote these shares on other non-routine, or “non-discretionary,” matters.

The election of directors (Proposal No. 1) and the advisory vote on the compensation paid to our named executive officers (Proposal No. 2) are considered non-discretionary matters under applicable rules. Therefore, if your shares are held in “street name,” your bank, broker or other nominee cannot vote on these matters without voting instructions from you and your shares will be counted as “broker non-votes.” The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024 (Proposal No. 3) is considered a discretionary matter under applicable rules. Therefore, if your shares are held in “street name,” your bank, broker or other nominee may exercise discretionary authority to vote on this matter in the absence of voting instructions from you.

Quorum

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

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

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Stockholder List

A complete list of registered stockholders will be available to stockholders of record for inspection at our offices at 11 Hurley St., Cambridge, Massachusetts 02141 for a period of ten days prior to the Annual Meeting. If you are unable to inspect this list in person, please contact our secretary by mail at Editas Medicine, Inc., 11 Hurley Street, Cambridge, Massachusetts 02141, Attention: Secretary, or by email at legal@editasmed.com to request such list. When making such request, please ensure that you have your Notice or proxy card available so that you can prove that you a registered stockholder.

Votes Required to Approve Proposals

To be elected, a director must receive a plurality of the votes cast by stockholders entitled to vote on the election of directors (Proposal No. 1). Votes that are withheld will not be included in the vote tally for Proposal No. 1 and will not affect the results of the vote. With respect to Proposal No. 1, you may vote for all nominees, vote for one or more nominees and withhold your vote for the other nominees, or withhold your vote from all nominees.

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

The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm requires the affirmative vote of a majority of the shares of common stock present or represented by proxy and voted “for” or “against” such matter (Proposal No. 3). If your shares are held by your brokerage firm in “street name” and you do not provide voting instructions with respect to your shares, your brokerage firm may vote your shares on Proposal 3. Although stockholder ratification of the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 is not required, we believe that it is advisable to give stockholders an opportunity to ratify this appointment. If this proposal is not approved at the Annual Meeting, the Audit Committee may reconsider its appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ended December 31, 2024.

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

Method of Counting Votes

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

Revoking a Proxy; Changing Your Vote

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

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

•by voting online during the meeting; or

•by filing a written revocation with our corporate secretary.

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

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

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Questions at the Annual Meeting

If you wish to submit a question on the day of the Annual Meeting, beginning at 8:15 a.m. Eastern Time, on Thursday, May 30, 2024, you may log into, and ask a question on, the virtual meeting platform at www.virtualshareholdermeeting.com/EDIT2024. Our virtual Annual Meeting will be governed by our Rules of Conduct which will be posted in advance of the meeting at https://ir.editasmedicine.com/annual-meeting-materials. The Rules of Conduct will address the ability of stockholders to ask questions during the meeting, including rules on permissible topics, and rules for how questions and comments will be recognized and disclosed to meeting participants.

Costs of Proxy Solicitation

We will bear the costs of soliciting proxies. In addition to solicitations by mail, our directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, facsimile, email, personal interviews and other means. We have retained Georgeson LLC to assist in the solicitation of proxies for a fee of approximately $17,000 plus customary costs and expenses for these services.

Voting Results

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

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PROPOSAL NO. 1—ELECTION OF THREE CLASS II DIRECTORS

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

•the Class I directors are Bernadette Connaughton, Elliott Levy, M.D., and Akshay K. Vaishnaw, M.D., Ph.D., and their terms will expire at the annual meeting of stockholders to be held in 2026;

•the Class II directors are Meeta Chatterjee, Ph.D., Andrew Hirsch, and Gilmore O’Neill, M.B., M.M.Sc., and their terms will expire at the Annual Meeting; and

•the Class III directors are Jessica Hopfield, Ph.D., Emma Reeve, and David T. Scadden, M.D., and their terms will expire at the annual meeting of stockholders to be held in 2025.

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

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

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

We believe that it is essential that our Board members represent diverse backgrounds and experiences, both personally and professionally. Our amended Corporate Governance Guidelines provide that director candidates should have broad experience and skills in areas important to the operation of our company, as well as diversity of age, gender, race, national origin, ethnicity, sexual orientation, and education. Accordingly, the charter of our Nominating and Corporate Governance Committee states that, in recommending directors, the committee shall seek director candidates that have such broad experience, skills and diversity. Currently, our Board includes four female directors and two directors from ethnic or racial minorities. See “—Board Skills & Experience and Demographic Mix” below for additional information. We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a significant breadth of experience, knowledge, and ability to assist our Board in fulfilling its responsibilities.

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

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

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

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

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

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

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

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

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

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Nominees for Election as Class II Directors

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


						Meeta Chatterjee, Ph.D. Age: 69 Director since 2020 Independent Director Committees: Audit

Dr. Chatterjee joined our Board in December 2020. Dr. Chatterjee has served as Chief Strategy Officer of Sun Pharmaceutical Industries Ltd., a private pharmaceutical company, since August 2023. Prior to this role, she was Senior Vice President of Global Business Development at Legend Biotech Corp., a public biopharmaceutical company, from March 2019 to November 2022. She previously served in increasing roles of responsibility at Merck Research Laboratories, a division of Merck & Co., Inc. (“Merck”), from 2007 to May 2018, including serving in its Business Development and Licensing group as Head of Strategy, Transactions and Operations from March 2017 to May 2018 and as Head of the group’s Office of Business Strategy and Operations from May 2014 to March 2017. Prior to joining Merck, Dr. Chatterjee held leadership roles in Discovery Research and in Licensing at Schering-Plough Research Institute and was Head of R&D Licensing at the time of Schering-Plough Corp.’s merger with Merck. She has served on the board of directors of Werewolf Therapeutics, Inc., a public biopharmaceutical company, since October 2021. Dr. Chatterjee holds a B.A. in Physics from Rutgers University and a Ph.D. in Physiology from Rutgers University. She completed her post-doctoral fellowship in the Department of Physiology at the University of Virginia School of Medicine.

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


						Andrew Hirsch Age: 53 Director since 2017 Independent Director Committees: Audit, Compensation

Mr. Hirsch has served as a member of our Board since May 2017. Mr. Hirsch has served as a director and as the President of C4 Therapeutics, Inc., a public biopharmaceutical company, since September 2020 and as its Chief Executive Officer since October 2020. From September 2016 to September 2020, Mr. Hirsch served as Chief Financial Officer at Agios Pharmaceuticals, Inc. (“Agios”), a public biotechnology company, as well as head of its corporate development beginning March 2018. He served as President and Chief Executive Officer of BIND Therapeutics, Inc., a biotechnology company (“BIND”), from March 2015 until August 2016. Prior to being named President and Chief Executive Officer at BIND, Mr. Hirsch held several other leadership positions at BIND, including Chief Operating Officer from February 2014 to March 2015, and Chief Financial Officer from July 2012 to March 2015. In May 2016, BIND filed a voluntary petition for bankruptcy under Chapter 11 of the United States Bankruptcy Code with the United States Bankruptcy Court. Prior to joining BIND, Mr. Hirsch was Chief Financial Officer at Avila Therapeutics, Inc., a biotechnology company, from June 2011 until its acquisition by Celgene Corporation, a public biopharmaceutical company, in March 2012. From 2002 to 2011, Mr. Hirsch held roles of increasing responsibility at Biogen Inc., a public biotechnology company (“Biogen”), including vice president of Corporate Strategy and M&A. He holds an M.B.A. from the Tuck School at Dartmouth College and a B.A. in Economics from the University of Pennsylvania.

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

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						Gilmore O’Neill, M.B., M.M.Sc. Age: 59 Director since June 2022 President and Chief Executive Officer of Editas Medicine

Dr. O’Neill has served as our President and Chief Executive Officer and as a member of our Board since June 2022. Prior to joining Editas, Dr. O’Neill most recently served as Executive Vice President of R&D and Chief Medical Officer of Sarepta Therapeutics, Inc., a biopharmaceutical company, from June 2018 to November 2021. Prior to joining Sarepta, Dr. O’Neill held several leadership roles at Biogen over a 15-year period, most recently serving as Senior Vice President, Late Stage Clinical Development from November 2016 to June 2018. He has served on the board of directors of Unity Biotechnology, Inc., a public biopharmaceutical company, since December 2020, and served on the board of directors of Aptinyx, Inc., a public biopharmaceutical company, from October 2021 through April 2023. Dr. O’Neill is licensed to practice medicine in the state of Massachusetts. He received a Bachelor of Medicine degree from University College Dublin and a Master of Medical Sciences degree from Harvard University.

Skills and Qualifications: We believe Dr. O’Neill’s qualifications to sit on our Board include his more than 20 years of experience in genetic medicine, neurobiology, and clinical development, during which he has led several successful clinical programs and achieved marketing approval for several medicines.

Our Board recommends voting “FOR” the election of Meeta Chatterjee, Andrew Hirsch and Gilmore O'Neill as Class II directors, for a three-year term ending at the annual meeting of stockholders to be held in 2027.

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

Directors Continuing in Office

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

Class III Directors (Term Expires at 2025 Annual Meeting)


						Jessica Hopfield, Ph.D. Age: 59 Director since 2018 Independent Director Committees: Audit, Nominating and Corporate Governance (Chair), Science and Technology

Dr. Hopfield joined our Board in February 2018 and served as lead independent director from February 2021 to June 2023. Dr. Hopfield has served on the board of directors of Insulet Corporation, a public medical device company (“Insulet”) since July 2015 and as its lead independent director from August 2016 until January 2019, and on the board of directors of Maravai LifeSciences Holdings, Inc., a public diagnostic and reagent company, since November 2020. She previously served on the board of directors of Radius Health, Inc., a public biopharmaceutical company, from January 2019 until December 2020 and PhenomeX Inc. (formerly Berkeley Lights, Inc.), a public medical device company, from December 2021 until its acquisition in October 2023. Since 2010, Dr. Hopfield has been the principal at J Hopfield Consulting providing guidance and executive coaching to start-up technology firms. From 1995 to 2009, Dr. Hopfield was a Partner of McKinsey & Company in its global pharmaceuticals and medical devices practice where she served clients across pharmaceutical, biotechnology, medical device and consumer industries with a focus on strategy, R&D management, and marketing. Dr. Hopfield also previously held management positions at Merck Sharp & Dohme Corp. in clinical development, outcomes research, and marketing. Dr. Hopfield earned a B.S. from Yale College, an M.B.A. from Harvard Graduate School of Business Administration as a Baker Scholar, and a Ph.D. in Neuroscience/Biochemistry from The Rockefeller University. Dr. Hopfield is directorship certified by the National Association of Corporate Directors.

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Skills and Qualifications: We believe that Dr. Hopfield’s executive and consulting experience in the healthcare, pharmaceutical, and medical device industries and her public company governance experience qualifies her to serve as a member of our Board.


						Emma Reeve Age: 63 Director since 2021 Board Chair; Independent Director Committees: Audit (Chair), Nominating and Corporate Governance

Ms. Reeve joined our Board in September 2021 and has served as Chair since June 2023. Ms. Reeve served as Senior Vice President and Chief Financial Officer of Constellation Pharmaceuticals, Inc., a development-stage oncology company, from October 2017, and as its Treasurer from December 2020, until its acquisition in July 2021, and was its Secretary between December 2017 and September 2018. Prior to joining Constellation, Ms. Reeve served as Corporate Controller of Parexel International (“Parexel”), a life sciences consulting firm and contract research organization, from September 2014 to October 2017 and as interim Chief Financial Officer and corporate controller of Parexel from July 2016 to May 2017. Previously, Ms. Reeve served as Head of Finance and Administration at Novartis Pharma Schweiz, a pharmaceutical company, and as Vice President, Global Head Business Planning and Analysis for Novartis Vaccines and Diagnostics, a division of Novartis. Prior to that, she s

SEC Form DEF 14A filed by Editas Medicine Inc.