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Pay vs Performance Disclosure - USD ($)
5 Months Ended 7 Months Ended 12 Months Ended
May 31, 2022
Dec. 31, 2022
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure [Table]          
Pay vs Performance [Table Text Block]    
Pay Versus Performance
The following table sets forth compensation information for our chief executive officer (“PEO” in the table) for each year and the average of the other named executive officers (“NEOs”) for each year, our cumulative total shareholder return (“TSR”), the cumulative TSR of our peer index, the Nasdaq Biotechnology Index, and our net loss for each of the years indicated. As a clinical stage gene editing company, we do not use any financial performance measures in our compensation program or for comparison to any corporate goals. Our executives’ compensation is shown using the total from the Summary Compensation Table and Compensation Actually Paid (“CAP”), calculated in accordance with Item 402(v) of Regulation S-K. For detail on our executive compensation programs, see “Compensation Discussion and Analysis” beginning on page 31.
Pay Versus Performance Table
Year
Summary
Compensation
Table Total
for Gilmore
O’Neill
($)(1)
Summary
Compensation
Table Total
for James
Mullen
($)(1)
Summary
Compensation
Table Total
for Cynthia
Collins
($)(1)
Compensation
Actually Paid
to Gilmore
O’Neill
($)(1)(2)
Compensation
Actually Paid
to James
Mullen
($)(1)(2)
Compensation
Actually Paid
to Cynthia
Collins
($)(1)(2)
Average
Summary
Compensation
Table Total
for Non-PEO
NEOs
($)(3)
Average
Compensation
Actually Paid
to Non-PEO
NEOs
($)(3)(4)
Value of Initial Fixed $100
Investment Based On:
Net Loss
($000s)
Editas Total
Shareholder
Return
($)
Peer Group
Total
Shareholder
Return
($)(5)
2022 9,058,900 1,050,963 6,493,262 (2,912,999) 2,880,375 888,433 29.96 111.27 (220,432)
2021 6,714,511 662,427 8,874,155 (16,539,214) 2,115,079 (1,272,198) 89.67 124.89 (192,502)
2020 3,115,950 28,342,079 1,851,910 3,862,256 236.78 125.69 (115,976)
(1)
Gilmore O’Neill was appointed chief executive officer effective June 1, 2022. James Mullen served as chief executive officer from February 15, 2021 to June 1, 2022. Cynthia Collins served as chief executive officer for all of 2020 and through February 15, 2021.
(2)
The dollar amounts reported represent the amount of CAP to the PEO computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to any PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to PEO total compensation for each year to determine the CAP:
PEO Summary Compensation Total to CAP Reconciliation
Year
PEO
Reported Summary
Compensation Table
Total for PEO($)
Minus:
Reported Summary
Compensation Table
Value of Equity
Awards($)(i)
Plus:
Equity Award
Adjustments($)(ii)
Compensation Actually
Paid to PEO($)
2022
Gilmore O’Neill
9,058,900 8,495,057 5,929,419 6,493,262
2022
James Mullen
1,050,963 (3,963,962) (2,912,999)
2021
James Mullen
6,714,511 5,780,000 7,939,644 8,874,155
2021
Cynthia Collins
662,427 (17,201,641) (16,539,214)
2020
Cynthia Collins
3,115,950 2,123,015 27,349,144 28,342,079
(i)
The amounts included in this column are the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for each applicable year.
(ii)
The equity award adjustments for each applicable year were calculated in accordance with the methodology required by Item 402(v) of Regulation S-K. The amounts added or deducted in calculating the equity award adjustments are provided in the table below:
Equity Award Adjustments
Year
PEO
Plus:
Year-End Fair
Value of Awards
Granted During
Applicable Year
That Remain
Unvested as of
Year-End($)
Plus (Minus):
Change in
Fair Value
as of Year-
End of any
Prior-Year
Awards that
Remain
Unvested
as of Year-
End($)
Plus:
Fair Value
as of the
Vesting Date
of Awards
Granted and
Vested During
the Applicable
Year($)
Plus (Minus):
Change in Fair
Value as of the
Vesting Date of
any Prior-Year
Awards that
Vested During
Applicable
Year($)
Minus:
Fair Value at
Prior-Year-End
of any Prior-
Year Awards
that Failed
to Meet
Applicable
Vesting
Conditions
During
the Applicable
Year($)
Total Equity
Awards
Adjustments($)
2022
Gilmore O’Neill
5,929,419 5,929,419
2022
James Mullen
(1,881,816) (1,113,655) 968,491 (3,963,962)
2021
James Mullen
2,050,924 6,435,548 (546,827) 7,939,644
2021
Cynthia Collins
(3,790,547) 13,411,094 (17,201,641)
2020
Cynthia Collins
5,124,086 17,997,080 359,720 3,868,258 27,349,144
(3)
The dollar amounts reported represent the average of the amounts reported for our NEOs as a group (excluding the PEOs) in the “Total” column of the Summary Compensation Table in each applicable year. For 2022, the non-PEO NEOs were Michelle Robertson, Mark Shearman, Bruce Eaton, and Baisong Mei. For 2021, the non-PEO NEOs were Michelle Robertson, Mark Shearman, Bruce Eaton, and Lisa Michaels. For 2020, the non-PEO NEOs were Michelle Robertson, Charles Albright, Lisa Michaels, Judith Abrams and Eric Ek.
(4)
The dollar amounts reported represent the average amount of CAP to the non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the non-PEO NEOs as a group for each year to determine the compensation actually paid:
Average Non-PEO NEO Summary Compensation Total to CAP Reconciliation
Year
Average Reported
Summary
Compensation
Table Total for
Non-PEO NEOs($)
Minus: Average
Reported
Summary
Compensation Table
Value of Equity
Awards for Non-PEO
NEOs($)
Plus: Average
Equity Award
Adjustments($)(i)
Average
Compensation
Actually Paid to
Non-PEO NEOs($)
2022 2,880,375 2,247,995 256,053 888,433
2021 2,115,079 1,475,451 (1,911,826) (1,272,198)
2020 1,851,910 1,503,102 3,513,447 3,862,256
(i)
The amounts added or deducted in calculating the total average equity award adjustments are provided in the table below:
Equity Award Adjustments
Year
Plus:
Average Year-End
Fair Value of Awards
Granted During
Applicable Year That
Remain Unvested as of
Year-End($)
Plus (Minus):
Average Change in
Fair Value as of
Year-End of any
Prior-Year Awards
that Remain
Unvested as of
Year-End($)
Plus:
Average Fair Value
as of the Vesting
Date of
Awards Granted
and Vested During
the Applicable
Year($)
Plus (Minus):
Average Change in
Fair Value
as of the Vesting
Date of any
Prior-Year
Awards that
Vested During
Applicable Year($)
Minus:
Average Fair Value
at Prior-Year-End
of any Prior-Year
Awards that
Failed to
Meet Applicable
Vesting Conditions
During the
Applicable Year($)
Total Average
Equity Awards
Adjustments($)
2022 950,131 (531,038) 164,771 (327,810) 256,053
2021 827,448 (2,248,592) 64,051 (554,734) (1,911,826)
2020 3,900,667 373,750 53,290 (35,567) 778,692 3,513,447
(5)
Reflects the cumulative total shareholder return at the end of the identified year, assuming $100 was invested after the market closed on December 31, 2019 in our common stock and in the Nasdaq Biotechnology Index, and assuming reinvestment of dividends, if any.
Analysis of the Information Presented in the Pay Versus Performance Table
We describe the relationships between CAP and our cumulative TSR and net loss below. We also compare our cumulative TSR with the Nasdaq Biotechnology Index, our peer index. We currently do not use financial performance measures, including our cumulative TSR, our net loss, or the cumulative TSR of our peer index in our compensation program or for comparison to any corporate goals. Instead, as a clinical stage gene editing company, our compensation program is designed primarily to advance our clinical programs and further our product development pipeline, thereby driving long-term stockholder value. For example, our 2022 annual performance-based cash bonus program included goals relating to the advancement of our in vivo medicines portfolio and our hemoglobinopathies ex vivo cell-based medicines portfolio. Similarly, our equity award program includes annual PSU grants to our executive officers that are earned only upon the achievement of pre-established performance goals, which historically have included research and development milestones such as the clearance of investigational new drug applications, that must be satisfied within a specified time period. See “Compensation Discussion and Analysis” for a detailed description of our compensation program. We believe that using these non-financial performance metrics best incentivizes our executive management and strengthens our alignment with our pay for performance compensation philosophy, while focusing on our long-term sustainable growth.
Changes in PEO and NEOs
Our chief executive officers and NEOs have changed over the periods reflected in the Pay Versus Performance Table, making year-to-year comparisons of CAP difficult. Most significant are the changes in chief executive officers. Ms. Collins served as our chief executive officer for all of 2020 and into February 2021. In connection with Ms. Collins’ separation from the company in February 2021, she forfeited certain equity awards held by her with a fair value as of December 31, 2020 of approximately $13.4 million, resulting in reduced CAP to her in 2021 and reduced aggregate CAP to PEOs in 2021 for purposes of the below charts. Mr. Mullen served as our chief executive officer from February 2021 until June 2022, at which time he transitioned to executive chair of our Board and Dr. O’Neill became our chief executive officer. In connection with their appointments as chief executive officer, each of Mr. Mullen and Dr. O’Neill entered into offer letters with the company pursuant to which they were granted certain new hire equity awards as described in “Employment, Severance, Change in Control Arrangements, and Separation Arrangements.”
Components of Compensation Actually Paid that Vary with Performance
The components of CAP that vary with performance each year are: our annual incentive payouts, the fair value of long-term incentive awards granted in each year and the change in fair value of equity awards during the year.
The decisions regarding our annual incentive payouts are described in our 2021 and 2022 Proxy Statements and this Proxy Statement. The decisions regarding our long-term incentive awards are described in our 2020, 2021 and 2022 Proxy Statements.
The addition of the change in fair value of equity awards during the year is the most significant performance-related difference between CAP and the totals reported in the Summary Compensation Table. The change in fair value of equity awards during the year varies with our annual share price appreciation and performance against our PSU goals.
   
Named Executive Officers, Footnote [Text Block]    
(1)
Gilmore O’Neill was appointed chief executive officer effective June 1, 2022. James Mullen served as chief executive officer from February 15, 2021 to June 1, 2022. Cynthia Collins served as chief executive officer for all of 2020 and through February 15, 2021.
(3)
The dollar amounts reported represent the average of the amounts reported for our NEOs as a group (excluding the PEOs) in the “Total” column of the Summary Compensation Table in each applicable year. For 2022, the non-PEO NEOs were Michelle Robertson, Mark Shearman, Bruce Eaton, and Baisong Mei. For 2021, the non-PEO NEOs were Michelle Robertson, Mark Shearman, Bruce Eaton, and Lisa Michaels. For 2020, the non-PEO NEOs were Michelle Robertson, Charles Albright, Lisa Michaels, Judith Abrams and Eric Ek.
Changes in PEO and NEOs
Our chief executive officers and NEOs have changed over the periods reflected in the Pay Versus Performance Table, making year-to-year comparisons of CAP difficult. Most significant are the changes in chief executive officers. Ms. Collins served as our chief executive officer for all of 2020 and into February 2021. In connection with Ms. Collins’ separation from the company in February 2021, she forfeited certain equity awards held by her with a fair value as of December 31, 2020 of approximately $13.4 million, resulting in reduced CAP to her in 2021 and reduced aggregate CAP to PEOs in 2021 for purposes of the below charts. Mr. Mullen served as our chief executive officer from February 2021 until June 2022, at which time he transitioned to executive chair of our Board and Dr. O’Neill became our chief executive officer. In connection with their appointments as chief executive officer, each of Mr. Mullen and Dr. O’Neill entered into offer letters with the company pursuant to which they were granted certain new hire equity awards as described in “Employment, Severance, Change in Control Arrangements, and Separation Arrangements.”
   
Peer Group Issuers, Footnote [Text Block]    
(5)
Reflects the cumulative total shareholder return at the end of the identified year, assuming $100 was invested after the market closed on December 31, 2019 in our common stock and in the Nasdaq Biotechnology Index, and assuming reinvestment of dividends, if any.
   
Adjustment To PEO Compensation, Footnote [Text Block]    
(2)
The dollar amounts reported represent the amount of CAP to the PEO computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to any PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to PEO total compensation for each year to determine the CAP:
PEO Summary Compensation Total to CAP Reconciliation
Year
PEO
Reported Summary
Compensation Table
Total for PEO($)
Minus:
Reported Summary
Compensation Table
Value of Equity
Awards($)(i)
Plus:
Equity Award
Adjustments($)(ii)
Compensation Actually
Paid to PEO($)
2022
Gilmore O’Neill
9,058,900 8,495,057 5,929,419 6,493,262
2022
James Mullen
1,050,963 (3,963,962) (2,912,999)
2021
James Mullen
6,714,511 5,780,000 7,939,644 8,874,155
2021
Cynthia Collins
662,427 (17,201,641) (16,539,214)
2020
Cynthia Collins
3,115,950 2,123,015 27,349,144 28,342,079
(i)
The amounts included in this column are the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for each applicable year.
(ii)
The equity award adjustments for each applicable year were calculated in accordance with the methodology required by Item 402(v) of Regulation S-K. The amounts added or deducted in calculating the equity award adjustments are provided in the table below:
Equity Award Adjustments
Year
PEO
Plus:
Year-End Fair
Value of Awards
Granted During
Applicable Year
That Remain
Unvested as of
Year-End($)
Plus (Minus):
Change in
Fair Value
as of Year-
End of any
Prior-Year
Awards that
Remain
Unvested
as of Year-
End($)
Plus:
Fair Value
as of the
Vesting Date
of Awards
Granted and
Vested During
the Applicable
Year($)
Plus (Minus):
Change in Fair
Value as of the
Vesting Date of
any Prior-Year
Awards that
Vested During
Applicable
Year($)
Minus:
Fair Value at
Prior-Year-End
of any Prior-
Year Awards
that Failed
to Meet
Applicable
Vesting
Conditions
During
the Applicable
Year($)
Total Equity
Awards
Adjustments($)
2022
Gilmore O’Neill
5,929,419 5,929,419
2022
James Mullen
(1,881,816) (1,113,655) 968,491 (3,963,962)
2021
James Mullen
2,050,924 6,435,548 (546,827) 7,939,644
2021
Cynthia Collins
(3,790,547) 13,411,094 (17,201,641)
2020
Cynthia Collins
5,124,086 17,997,080 359,720 3,868,258 27,349,144
   
Non-PEO NEO Average Total Compensation Amount     $ 2,880,375 $ 2,115,079 $ 1,851,910
Non-PEO NEO Average Compensation Actually Paid Amount     $ 888,433 (1,272,198) 3,862,256
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]    
(4)
The dollar amounts reported represent the average amount of CAP to the non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the non-PEO NEOs as a group for each year to determine the compensation actually paid:
Average Non-PEO NEO Summary Compensation Total to CAP Reconciliation
Year
Average Reported
Summary
Compensation
Table Total for
Non-PEO NEOs($)
Minus: Average
Reported
Summary
Compensation Table
Value of Equity
Awards for Non-PEO
NEOs($)
Plus: Average
Equity Award
Adjustments($)(i)
Average
Compensation
Actually Paid to
Non-PEO NEOs($)
2022 2,880,375 2,247,995 256,053 888,433
2021 2,115,079 1,475,451 (1,911,826) (1,272,198)
2020 1,851,910 1,503,102 3,513,447 3,862,256
(i)
The amounts added or deducted in calculating the total average equity award adjustments are provided in the table below:
Equity Award Adjustments
Year
Plus:
Average Year-End
Fair Value of Awards
Granted During
Applicable Year That
Remain Unvested as of
Year-End($)
Plus (Minus):
Average Change in
Fair Value as of
Year-End of any
Prior-Year Awards
that Remain
Unvested as of
Year-End($)
Plus:
Average Fair Value
as of the Vesting
Date of
Awards Granted
and Vested During
the Applicable
Year($)
Plus (Minus):
Average Change in
Fair Value
as of the Vesting
Date of any
Prior-Year
Awards that
Vested During
Applicable Year($)
Minus:
Average Fair Value
at Prior-Year-End
of any Prior-Year
Awards that
Failed to
Meet Applicable
Vesting Conditions
During the
Applicable Year($)
Total Average
Equity Awards
Adjustments($)
2022 950,131 (531,038) 164,771 (327,810) 256,053
2021 827,448 (2,248,592) 64,051 (554,734) (1,911,826)
2020 3,900,667 373,750 53,290 (35,567) 778,692 3,513,447
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]     [MISSING IMAGE: bc_captsr-pn.jpg]    
Compensation Actually Paid vs. Net Income [Text Block]    
[MISSING IMAGE: bc_netloss-pn.jpg]
   
Total Shareholder Return Vs Peer Group [Text Block]     [MISSING IMAGE: bc_captsr-pn.jpg]    
Total Shareholder Return Amount     $ 29.96 89.67 236.78
Peer Group Total Shareholder Return Amount     111.27 124.89 125.69
Net Income (Loss)     (220,432,000) (192,502,000) (115,976,000)
PEO Name James Mullen Gilmore O’Neill      
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments, Aggregate Intrinsic Value, Outstanding   $ 13,400,000 13,400,000    
Gilmore O’Neill [Member]          
Pay vs Performance Disclosure [Table]          
PEO Total Compensation Amount     9,058,900    
PEO Actually Paid Compensation Amount     6,493,262    
Gilmore O’Neill [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     8,495,057    
Gilmore O’Neill [Member] | Total Equity Awards Adjustments [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     5,929,419    
Gilmore O’Neill [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     5,929,419    
James Mullen [Member]          
Pay vs Performance Disclosure [Table]          
PEO Total Compensation Amount     1,050,963 6,714,511  
PEO Actually Paid Compensation Amount     (2,912,999) 8,874,155  
James Mullen [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount       5,780,000  
James Mullen [Member] | Total Equity Awards Adjustments [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (3,963,962) 7,939,644  
James Mullen [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount       2,050,924  
James Mullen [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (1,881,816)    
James Mullen [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (1,113,655) (546,827)  
James Mullen [Member] | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     968,491    
James Mullen [Member] | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount       6,435,548  
Cynthia Collins [Member]          
Pay vs Performance Disclosure [Table]          
PEO Total Compensation Amount       662,427 3,115,950
PEO Actually Paid Compensation Amount       (16,539,214) 28,342,079
Cynthia Collins [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount         2,123,015
Cynthia Collins [Member] | Total Equity Awards Adjustments [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount       (17,201,641) 27,349,144
Cynthia Collins [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount         5,124,086
Cynthia Collins [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount         17,997,080
Cynthia Collins [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount       (3,790,547) 3,868,258
Cynthia Collins [Member] | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount       13,411,094  
Cynthia Collins [Member] | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount         359,720
Non-PEO NEO [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     2,247,995 1,475,451 1,503,102
Non-PEO NEO [Member] | Total Equity Awards Adjustments [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     256,053 (1,911,826) 3,513,447
Non-PEO NEO [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     950,131 827,448 3,900,667
Non-PEO NEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (531,038) (2,248,592) 373,750
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (327,810) (554,734) (35,567)
Non-PEO NEO [Member] | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount         778,692
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     $ 164,771 $ 64,051 $ 53,290