Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On October 26, 2021, the Board of Directors (the "Board") of Editas Medicine,
Inc. (the "Company"), upon recommendation of the Board's Nominating and
Corporate Governance Committee, increased the size of the Board by one member
and appointed Bernadette Connaughton as an independent director, effective
immediately. Ms. Connaughton has been designated as a class I director to serve
in accordance with the Company's By-Laws until the Company's 2023 Annual Meeting
of Stockholders or until her successor has been duly elected and qualified, or
until her earlier death, removal, or resignation. Ms. Connaughton was also
appointed to the Organization, Leadership and Compensation Committee of the
Board.
Ms. Connaughton was previously employed by Bristol-Myers Squibb in various roles
from 1983 to 2017, most recently serving as President Intercontinental,
including China, Latin America, Central and Eastern Europe and the Middle East.
She currently serves on the Board of Directors of Halozyme Therapeutics, Inc., a
public biotechnology company, Syneos Health, Inc., a public contract research
organization, and Zealand Pharma A/S, a public biotechnology company. She also
serves on the Board of Trustees of the Boys and Girls Club of Mercer County, New
Jersey, and is a mentor for the Healthcare Businesswomen's Association and Women
in Bio Boardroom Ready Program. She was previously a member of the Board of
Directors of Visterra, Inc. She received her B.A. from Johns Hopkins University
and her M.B.A. from The Wharton School, University of Pennsylvania.
In accordance with the Company's director compensation policy, Ms. Connaughton
will receive (i) annual cash compensation of $40,000 as a member of the Board
and $5,000 for service on the Organization, Leadership and Compensation
Committee, and reimbursement for reasonable travel and other expenses incurred
in connection with attending meetings of the Board and committees thereof and
(ii) an option to purchase 24,732 shares of the Company's common stock, with an
exercise price equal to the closing price of the Company's common stock on the
Nasdaq Global Select Market on the date of appointment, which option will vest
as to one-third of the shares of common stock underlying the option in three
equal installments on each anniversary of the date of grant, subject to her
continued service on the Board. Ms. Connaughton has entered into a standard
form of indemnification agreement with the Company, in the form that is filed as
Exhibit 10.28 to the Company's Registration Statement on Form S-1 (File
No. 333-208856), filed with the Securities and Exchange Commission on January 4,
2016.
There is no arrangement or understanding between Ms. Connaughton and any other
person pursuant to which Ms. Connaughton was selected as a director. In
addition, Ms. Connaughton is not a party to any transaction, or series of
transactions, required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
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