DEF 14A

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

 

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 under §240.14a-12

 

BEAM THERAPEUTICS INC.

(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

 

 

 

 

 

 

 

 

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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BEAM THERAPEUTICS INC.

238 Main Street

Cambridge, MA 02142

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 8, 2022

Dear Stockholders:

We are pleased to notify you that we will hold the 2022 annual meeting of the stockholders (the “Annual Meeting”) of Beam Therapeutics Inc. via live webcast on June 8, 2022, at 11:30 a.m., Eastern Time, in a virtual meeting format at www.virtualshareholdermeeting.com/BEAM2022 for the following purposes:

1.
To elect Mark Fishman, M.D., Carole Ho, M.D. and Kathleen Walsh as our Class II directors, each to serve for three-year terms until the 2025 annual meeting of our stockholders, and until his or her respective successor shall have been duly elected and qualified;
2.
To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022;
3.
To approve, on an advisory basis, the compensation of our named executive officers ("NEOs");
4.
To indicate, on an advisory basis, the preferred frequency of future advisory votes on the compensation of our NEOs; and
5.
To transact such other business as may properly come before the Annual Meeting or any continuations, adjournments and postponements thereof.

Our Board of Directors has established the close of business on April 11, 2022 as the record date for the Annual Meeting. This means that you are entitled to vote at the Annual Meeting (by remote communication or by proxy) if our stock records show that you owned our common stock at that time.

Whether you plan to attend the Annual Meeting or not, it is important that you cast your vote either by remote communication at the virtual meeting or by proxy. You may vote over the Internet, telephone or by mail. You are urged to vote in accordance with the instructions set forth in this proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the Annual Meeting, whether or not you can attend the virtual meeting. You will need the 16-digit control number included with the Notice, on your proxy card, or the instructions that accompany your proxy materials to attend the Annual Meeting virtually via the Internet.

Thank you for your continued support of Beam Therapeutics Inc. We look forward to seeing you at the Annual Meeting.

By Order of the Board of Directors,

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John Evans

Chief Executive Officer and Director

April 22, 2022

Cambridge, Massachusetts

 

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 8, 2022: Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to make our proxy materials available to all of our stockholders over the Internet. We will be able to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about April 22, 2022, we will commence sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”), containing instructions on how to access our proxy statement for the Annual Meeting and our 2021 Annual Report on Form

 


10-K to stockholders. The Notice also provides instructions on how to vote online or vote by phone and includes instructions on how to receive a paper copy of the proxy materials by mail.

 

Virtual Meeting Format: The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. This means that you will be able to attend the Annual Meeting online, vote your shares and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/BEAM2022. Details regarding how to attend the Annual Meeting online are more fully described in the Notice and this proxy statement. A list of stockholders entitled to vote at the Annual Meeting will be available for stockholder inspection during the Annual Meeting by logging into www.virtualshareholdermeeting.com/BEAM2022 and entering your 16-digit control number.



 

 


TABLE OF CONTENTS

 

 

Page

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

 

1

PROXY STATEMENT

 

1

IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

 

2

MANAGEMENT AND CORPORATE GOVERNANCE

 

6

EXECUTIVE OFFICERS

 

15

COMPENSATION DISCUSSION AND ANALYSIS

 

16

REPORT OF THE COMPENSATION COMMITTEE

 

24

EXECUTIVE COMPENSATION

 

25

DIRECTOR COMPENSATION

 

32

AUDIT COMMITTEE REPORT

 

34

DELINQUENT SECTION 16(a) REPORTS

 

35

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

36

PROPOSAL NO. 1—ELECTION OF DIRECTORS

 

38

PROPOSAL NO. 2—RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

39

PROPOSAL NO. 3—ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

 

41

PROPOSAL NO. 4—ADVISORY INDICATION OF THE FREQUENCY OF ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION

 

42

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

44

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

 

46

GENERAL MATTERS

 

47

 

 


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BEAM THERAPEUTICS INC.

238 Main Street

Cambridge, MA 02142

PROXY STATEMENT FOR 2022 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 8, 2022

The Board of Directors of Beam Therapeutics Inc. (“our Board”) is soliciting proxies from stockholders for its use at the 2022 annual meeting of our stockholders (the “Annual Meeting”), and at any continuation, postponement or adjournment of that meeting. The Annual Meeting is scheduled to be held on June 8, 2022, at 11:30 a.m., Eastern Time, in a virtual meeting format at www.virtualshareholdermeeting.com/BEAM2022. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. Further information about how to attend the Annual Meeting online is included in this proxy statement.

In this proxy statement, “we,” “our,” “us,” the “Company,” and “Beam” refer to Beam Therapeutics Inc.

This proxy statement relates to the solicitation of proxies by our Board for use at the Annual Meeting.

All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the shares represented by the proxies will be voted in accordance with the recommendation of our Board with respect to each of the matters set forth in the accompanying Notice of Meeting. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is exercised at the Annual Meeting by following the instructions set forth in this proxy statement.

On or about April 22, 2022, we will commence sending the Important Notice Regarding the Availability of Proxy Materials (the “Notice”) to all stockholders entitled to vote at the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

This proxy statement and our 2021 Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2022 (the “Annual Report on Form 10-K”), which include our audited financial statements, are available for viewing, printing and downloading at www.proxyvote.com. To view these materials, please have your 16-digit control number(s) available that appears on your Notice or proxy card. On this website, you can also elect to receive distributions of our proxy statements and annual reports to stockholders for future annual meetings by electronic delivery. For specific instructions on making such an election, please refer to the instructions on your proxy card or voting instruction form.

Additionally, you can find a copy of our Annual Report on Form 10-K on the website of the SEC at www.sec.gov, or in the “Financials & Filings” tab of the “Investor Center” section of our website at www. beamtx.com. You may also obtain a printed copy of our Annual Report on Form 10-K, including our financial statements, free of charge, from us by following the instructions included on the Notice or by sending a written request to: Beam Therapeutics Inc., 238 Main Street, Cambridge, MA 02142, Attention: Secretary.

 

1


INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Purposes of the Meeting

The purposes of the Annual Meeting are:

1.
To elect Mark Fishman, M.D., Carole Ho, M.D. and Kathleen Walsh as our Class II directors, each to serve for three-year terms until the 2025 annual meeting of our stockholders, and until his or her respective successor shall have been duly elected and qualified;
2.
To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022;
3.
To approve, on an advisory basis, the compensation of our NEOs;
4.
To indicate, on an advisory basis, the preferred frequency of future advisory votes on the compensation of our NEOs; and
5.
To transact such other business as may properly come before the Annual Meeting or any continuations, adjournments and postponements thereof.

Stockholders Entitled to Vote at the Meeting

Our Board has established the close of business on April 11, 2022 as the “record date” for the Annual Meeting. This means that you are entitled to vote at the Annual Meeting (and any adjournments) if our records show that you owned our common stock at that time. As of the record date, 70,169,715 shares of our common stock were outstanding. Each outstanding share of common stock as of the record date is entitled to one vote on each matter properly to come before the Annual Meeting and can be voted only if the record owner of that share, determined as of the record date, is present by remote communication at the meeting or represented by a properly submitted proxy. A list of stockholders entitled to vote at the Annual Meeting will be available for stockholder inspection at the headquarters of the Company, 238 Main Street, Cambridge, MA 02142, during ordinary business hours, for a period of 10 days prior to the Annual Meeting. Such list will also be available for examination by our stockholders during the Annual Meeting by logging into www.virtualshareholdermeeting.com/BEAM2022 and entering your 16-digit control number.

Voting Shares That You Hold In Your Name

If you are a stockholder of record and your shares are registered directly in your name, you may vote:

VOTE BY INTERNET – www.proxyvote.com. Use the Internet to transmit your voting instructions up until 11:59 p.m., Eastern Time, on June 7, 2022. Have the Notice or your proxy card in hand when you access the website. Follow the steps outlined on the secured website.
VOTE BY MAIL – If you requested and received a proxy card by mail, mark, sign and date your proxy card and return it in the postage-paid envelope we will provide or mail it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
VOTE BY PHONE – Use a touch tone phone by calling the toll-free number 1-800-690-6903 to transmit your voting instructions up until 11:59 p.m., Eastern Time, on June 7, 2022. Have the Notice or your proxy card in hand when you access the phone number. Follow the steps outlined on the phone line.
VOTE BY REMOTE COMMUNICATION AT THE VIRTUAL MEETING – See “Attending the Annual Meeting,” below.

Virtual Meeting

The Annual Meeting will be a completely virtual meeting conducted via live webcast. To participate in the Annual Meeting virtually via the Internet, please visit www.virtualshareholdermeeting.com/BEAM2022.You will need the 16-digit control number included on your Notice, your proxy card or the instructions that accompanied your proxy materials.

If you are a beneficial holder, instructions should also be provided on the voting instruction card provided by your bank or brokerage firm. If you do not have your 16-digit control number and attend the meeting online, you will be able to listen to the meeting only — you will not be able to vote or submit questions during the meeting.

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Attending the Annual Meeting

The Annual Meeting will be held entirely online at www.virtualshareholdermeeting.com/BEAM2022. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. A summary of the information you need to attend the Annual Meeting online is provided below:

Instructions on how to attend and participate via the Internet, including how to demonstrate proof of common stock ownership, are posted at www.virtualshareholdermeeting.com/BEAM2022.
Questions regarding how to attend and participate via the Internet will be answered by calling 1-844-986-0822 (U.S.) and 303-562-9302 (International) on the day before the Annual Meeting and the day of the Annual Meeting.
Please have your 16-digit control number to enter the Annual Meeting.
Stockholders may submit questions while attending the Annual Meeting via the Internet.
The meeting webcast will begin promptly at 11:30 a.m., Eastern Time.
We encourage you to access the meeting prior to the start time. Online check-in will begin at 11:00 a.m., Eastern Time, and you should allow ample time for the check-in procedures.

Webcast replay of the Annual Meeting will be available until the sooner of June 8, 2023 or the date of the next annual meeting of stockholders to be held in 2023.

Technical Assistance for the Virtual Meeting

We encourage stockholders to log into the virtual Annual Meeting at least 15 minutes prior to the start of the Annual Meeting to test their Internet connectivity. If you encounter any technical difficulties with the virtual meeting platform on the day of the Annual Meeting, please call 1-844-986-0822 (for U.S. participants) and 303-562-9302 (for international participants). Technical support will be available starting at 11:00 a.m. Eastern Time on June 8, 2022 and will remain available until thirty minutes after the meeting has finished.

Voting Shares That You Hold in Brokerage or Similar Accounts

Many stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. If you hold your shares in one of these ways, you are considered a beneficial owner, not a record owner, and you therefore have no direct vote on any matter to come before the Annual Meeting. Your broker, bank or nominee will send you voting instructions for you to use in directing the broker, bank or nominee in how to vote your shares. Your broker, bank or nominee may allow you to deliver your voting instructions via the telephone or the Internet.

A “broker non-vote” occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote the shares on a proposal because the broker, bank or other nominee does not have discretionary voting power for a particular item and has not received instructions from the beneficial owner regarding how to vote. Brokers, banks or other nominees who hold shares for the accounts of their clients have discretionary authority to vote shares if specific instructions are not given with respect to routine matters. Although the determination of whether a broker, bank or other nominee will have discretionary voting power for a particular item is typically determined only after proxy materials are filed with the SEC, we expect that the proposal on ratification of the appointment of our independent registered public accounting firm (Proposal 2) will be a routine matter and that the election of each nominee for Class II director (Proposal 1), the advisory vote to approve the compensation of our NEOs (Proposal 3) and the advisory indication of the preferred frequency of future advisory votes on the compensation of our NEOs (Proposal 4) will be non-routine matters. Accordingly, if you hold your shares through a broker, bank or other nominee and you do not timely provide your broker, bank or other nominee with specific instructions on how to vote your shares, your broker, bank or other nominee will not be authorized to cast a vote on your behalf on Proposals 1, 3 or 4 but will be authorized to cast a vote on your behalf, in its discretion, on Proposal 2. In such cases, a “broker non-vote” may be entered with respect to your shares on Proposals 1, 3 or 4 to reflect that your broker was present with respect to your shares at the meeting but was not exercising voting rights on your behalf with respect to those shares. Broker non-votes will have no effect on the outcome of any proposal.

3


Your Voting Options on Each of the Proposals

You may vote “for,” “against” or “abstain” with respect to the election of each nominee for director (Proposal 1), the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm (Proposal 2) and the advisory vote to approve the compensation of our NEOs (Proposal 3). You may vote "every year," "every two years," "every three years" or "abstain" with respect to the advisory indication of the preferred frequency of future advisory votes on the compensation of our NEOs (Proposal 4).

If any other matter is presented at the Annual Meeting, your proxy provides that your shares will be voted by the proxy holder named in the proxy card in accordance with his or her best judgment. At the time this proxy statement was first made available, we knew of no matters that needed to be acted on at the Annual Meeting, other than those discussed in this proxy statement.

Our Board’s Voting Recommendations

Our Board recommends that you vote:

FOR” the election of Mark Fishman, M.D., Carole Ho, M.D. and Kathleen Walsh as our Class II directors (Proposal 1);
FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022 (Proposal 2);
FOR” the advisory vote to approve the compensation of our NEOs (Proposal 3); and
"EVERY YEAR" for the advisory indication of the preferred frequency of future advisory votes on the compensation of our NEOs (Proposal 4).

If any other matter is properly brought before the Annual Meeting, the Company – through the individuals named in the Company’s proxy card and acting as the “proxy holder,” or his or her designee, and pursuant to the blanket authorization granted under the proxy – will vote your shares on that matter in accordance with the discretion and judgment of the proxy holder.

Required Votes to Approve Each Proposal

As a stockholder, you are entitled to cast one vote per share for each of the three (3) nominees for election as directors at the Annual Meeting, but you may not cumulate your votes (in other words, you may not cast votes representing three times the number of your shares entitled to vote in favor of a single nominee). A majority of the votes properly cast for election of a director will effect such election. A majority of the votes properly cast at the Annual Meeting will also approve (i) the proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022, (ii) the proposal to approve, on an advisory basis, the compensation of our NEOs, (iii) the proposal to indicate, on an advisory basis, the preferred frequency of future advisory votes on the compensation of our NEOs and (iv) all other matters that arise at the Annual Meeting. “Abstentions” and “broker non-votes” will not be counted as votes cast on the proposals and will have no effect on the outcome of any proposal.

For the proposal to indicate, on an advisory basis, the preferred frequency of future advisory votes on the compensation of our NEOs, stockholders are entitled to vote for one of the four provided choices: every year, every two years, every three years, or abstain from voting. If none of these frequency alternatives receive a majority vote, we will consider the frequency that receives the highest number of votes by the stockholders to be the frequency that has been selected by the stockholders.

Please note that because the votes on the ratification of Deloitte & Touche LLP, the advisory vote to approve the compensation of our NEOs and the indication of the preferred frequency of future advisory votes on the compensation of our NEOs are advisory in nature, the results of such votes will not be binding upon our Board or its committees.

Quorum

The presence, virtually via the Internet or by proxy, of holders of at least a majority of the total number of outstanding shares entitled to vote is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes, if any, will be counted for purposes of determining whether a quorum is present for the transaction of business at the Annual Meeting.

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Voting on Possible Other Matters

We do not know of any other matters that may be presented for action at the Annual Meeting. Should any other business come before the Annual Meeting, the persons named on the Company’s proxy card will have discretionary authority to vote the shares represented by such proxies. If you hold shares through a broker, bank or other nominee as described above, they will not be able to vote your shares on any other business that comes before the Annual Meeting unless they receive instructions from you with respect to such matter.

Revocation of Proxies or Voting Instructions

A stockholder of record who has voted by proxy using any method in response to this solicitation may revoke it before it is exercised at the Annual Meeting by executing and delivering a timely and valid later-dated proxy (provided we receive the later proxy card before the Annual Meeting date), by a timely and valid later Internet or telephone vote, by voting by remote communication at the Annual Meeting or by giving written notice to Christine Bellon, our Company secretary (the "Secretary"). Attendance at the Annual Meeting online will not have the effect of revoking a proxy unless a stockholder gives proper written notice of revocation to our Secretary before the proxy is exercised or the stockholder votes by remote communication at the Annual Meeting. Beneficial owners who have directed their broker, bank or nominee as to how to vote their shares should contact their broker, bank or nominee for instructions as to how they may revoke or change those voting directions.

Solicitation of Proxies

Our Board is making this solicitation of proxies for our Annual Meeting. We will bear all costs of such solicitation, including the cost of preparing and distributing this proxy statement and the enclosed form of proxy and including the cost of hosting the virtual Annual Meeting. After the initial distribution of this proxy statement, our directors, officers and employees may solicit proxies personally, by telephone, by email or otherwise. These directors, officers and employees will not receive additional compensation for the solicitation, but may be reimbursed for out-of-pocket expenses incurred in connection with the solicitation. Brokerage houses and other custodians, nominees and fiduciaries will be requested to forward soliciting materials to beneficial owners of shares held by them for the accounts of beneficial owners. We may reimburse brokerage houses and other custodians, nominees and fiduciaries for reasonable, out-of-pocket expenses for forwarding these proxy materials, according to certain regulatory fee schedules.

 

 

5


MANAGEMENT AND CORPORATE GOVERNANCE

Board Composition and Structure

Our amended and restated certificate of incorporation (our “certificate of incorporation”) states that our Board shall consist of not fewer than three and not more than fifteen members, and the precise number of directors shall be fixed by a resolution of our Board. Each of our directors holds office until his or her successor is duly elected and qualified or until his or her death, resignation or removal. Our certificate of incorporation provides that our directors may be removed only for cause by the affirmative vote of the holders of at least seventy-five percent (75%) of the voting power of the outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, at a meeting of the stockholders called for that purpose. Any vacancy in our Board, including a vacancy that results from an increase in the number of directors, may be filled by a vote of the majority of the directors then in office.

Our certificate of incorporation provides that our Board is divided into three classes of directors, with the classes as nearly equal in number as possible. Each of our directors identified below serves in the class indicated. Subject to any earlier death, resignation or removal in accordance with the terms of our certificate of incorporation and amended and restated bylaws (our “bylaws”), our Class II directors who are re-elected at the Annual Meeting will serve a three-year term until the 2025 annual meeting of stockholders; our Class III directors are currently serving a term that expires at the 2023 annual meeting of stockholders; and our Class I directors are currently serving a term that expires at the 2024 annual meeting of stockholders. Any additional directorships resulting from an increase in the number of directors will be apportioned by our Board among the three classes.

Our Board is currently comprised of seven (7) members. Below is a list of the names, ages as of April 22, 2022 and classification of the individuals who currently serve as our directors.

Name

 

Age

 

Position

Kristina Burow

 

48

 

Director (Class I)

Graham Cooper

 

52

 

Director (Class I)

Mark Fishman, M.D.

 

71

 

Director (Class II)

Carole Ho, M.D.

 

49

 

Director (Class II)

Kathleen Walsh

 

66

 

Director (Class II)

John Evans

 

44

 

Director (Class III)

John Maraganore, Ph.D.

 

59

 

Director (Class III)

 

Director Biographies

Information concerning our directors is set forth below. The biographical description of each director includes the specific experience, qualifications, attributes and skills that led to our Board’s conclusion at the time of filing this proxy statement that each person listed below should serve as a director.

Class II Director Nominees

Mark C. Fishman, M.D. has served on our Board since May 2018. Dr. Fishman is a Professor in the Harvard Department of Stem Cell and Regenerative Biology and Chief of the Pathways Clinical Service at Massachusetts General Hospital. In February 2019, he became a Co-Founding Partner of Aditum Bio Fund and Chairman of its Scientific and Medical Advisory Board. From 2002 through 2016, Dr. Fishman was the founding President of the Novartis Institutes for BioMedical Research ("NIBR"), a member of the Executive Committee of Novartis, AG, a pharmaceutical company, and served on the board of directors of Novartis International Pharmaceutical LTD and chaired the board of directors of the Genomics Institute of the Novartis Research Foundation. Prior to his time at NIBR, he was the Founding Director of the Cardiovascular Research Center and Chief of Cardiology at Massachusetts General Hospital. Dr. Fishman also served as the Chairman of the board of directors of privately held Semma Therapeutics, a biotechnology company from 2016 until its sale to Vertex Pharmaceuticals in 2019. He is on the board of directors of the privately held company Skyline Therapeutics, a biopharmaceutical company. He also serves as a consultant to and Scientific Advisory Board member of several other privately held biotechnology companies. Dr. Fishman graduated from Yale College and Harvard Medical School and trained in medicine and cardiology at Massachusetts General Hospital. We believe that Dr. Fishman’s experience studying genetics and regenerative medicine makes him qualified to serve on our Board.

Carole Ho, M.D. has served on our Board since November 2018. Dr. Ho has served as the Chief Medical Officer and Head of Development of Denali Therapeutics, a biopharmaceutical company, since June 2015. Prior to joining Denali, Dr. Ho held various roles of increasing responsibility at Genentech, Inc., a biotechnology company, between 2007 and 2015 most recently as Vice President, Non-Oncology Early Clinical Development. From November 2006 to October 2007, Dr. Ho served as Associate Medical Director at Johnson & Johnson, a healthcare company. From June 2002 to November 2006, she was an instructor in the Department of

6


Neurology and Neurological Sciences at Stanford University. Dr. Ho has also served on the board of directors of NGM Biopharmaceuticals Inc., a biopharmaceutical company, since June 2020. Dr. Ho received her M.D. from Cornell University and her B.S. in Biochemical Sciences from Harvard College We believe that Dr. Ho’s experience studying neurology and her experience in senior leadership at a public company makes her qualified to serve on our Board.

Kathleen E. Walsh has served as on our Board since January 2021. Ms. Walsh has served as President and Chief Executive Officer of Boston Medical Center since March 2010. Prior to her appointment at Boston Medical Center, Ms. Walsh served as Executive Vice President and Chief Operating Officer of Brigham and Women’s Hospital from 2005 to 2010. Prior to that, she served as the Chief Operating Officer for NIBR and at Massachusetts General Hospital in positions including Senior Vice President of Medical Services and at the MGH Cancer Center. Prior to that, she held hospital administrator positions in a number of New York City hospitals including Montefiore, Columbia Presbyterian Medical Center, Saint Luke’s—Roosevelt Hospital Center and the New York City Health and Hospitals Corporation. Ms. Walsh was a member of the board of the Federal Reserve Bank of Boston until 2020. She currently serves on the board of directors of the Boston Public Health Commission, the Massachusetts Hospital Association, Yale University, the Association of American Medical Colleges and the Pine Street Inn. Ms. Walsh served as a director of Navigant Consulting, Inc., a management consultancy firm, from 2017 to 2020 and served on its Audit Committee; WellCare Health Plans, Inc., a health insurance company, from 2017 to 2020 and served on its Audit Committee and IT Committee; Imprivata, Inc., an information technology security company, from February 2016 until September 2016; and CAE Inc., a civil aviation simulation technology company, from June 2013 to August 2015 and served on its Audit Committee. Ms. Walsh holds a B.A. and Master of Public Health from Yale University. We believe that Ms. Walsh is qualified to serve on our Board based on her extensive experience in the health care industry.

Current Directors not Standing for Election at the Annual Meeting

John Evans has served as our Chief Executive Officer since January 2020 and previously served as our President and Chief Executive Officer from June 2017 until January 2020. Mr. Evans has significant experience as a company builder, dealmaker and drug developer in the biotechnology industry. Mr. Evans has also served on the board of directors of Verve Therapeutics, a biotechnology company, since August 2018, and on the board of directors of Prime Medicine, a biotechnology company, since September 2019. Mr. Evans was previously a venture partner with ARCH Venture Partners. Prior to that, Mr. Evans was an early employee and member of the leadership team at Agios Pharmaceuticals, Inc. ("Agios"), a biopharmaceutical company, from September 2009 until April 2017, most recently serving as Senior Vice President for Corporate Development and Portfolio Leadership. Prior to joining Agios, Mr. Evans worked at Infinity Pharmaceuticals, Inc., McKinsey & Company’s pharmaceuticals practice and MedImmune. Mr. Evans holds an MBA in Healthcare Management from Wharton, a M.S. in Biotechnology from the University of Pennsylvania, and a B.A. in English with distinction from Yale University. We believe that Mr. Evans is qualified to serve on our Board based on his extensive experience in the pharmaceutical industry and his expansive knowledge of our company based on his role as our Chief Executive Officer.

John Maraganore, Ph.D. has served on our Board since November 2021. He was the founding chief executive officer and a director of Alnylam Pharmaceuticals, Inc. ("Alnylam") from 2002 to 2021, where he built and led the company from early platform research on RNA interference through global approval and commercialization of the first three RNAi medicines, including ONPATTRO®, GIVLAARI®, and OXLUMO®. Prior to Alnylam, Dr. Maraganore served as an officer and a member of the management team for Millennium Pharmaceuticals, Inc. ("Millennium"), a biotechnology company, most recently as senior vice president, strategic product development, where he was responsible for the company’s product franchises in oncology, and cardiovascular, inflammatory and metabolic diseases. Before Millennium, he served as director of molecular biology and director of market and business development at Biogen, Inc. ("Biogen"), a biotechnology company. At Biogen, Dr. Maraganore invented and led the discovery and development of ANGIOMAX® (bivalirudin) for injection, formerly HIRULOG™ and currently marketed by The Medicines Company. Prior to Biogen, Dr. Maraganore was a scientist at ZymoGenetics, Inc., and the Upjohn Company. Dr. Maraganore received his M.S. and Ph.D. in biochemistry and molecular biology at the University of Chicago. He is a member of the board of Agios Pharmaceuticals Inc., Hemab Therapeutics ApS, TranSend Therapeutics, Inc., and Biotechnology Innovation Organization, where he was Chair from 2017 through 2019. In addition, he serves in advisory roles for a number of investment firms, including Arch Ventures, Atlas Ventures, and RTW Investments. We believe Dr. Maraganore's significant experience in executive roles in the biotechnology industry qualifies him to serve on our Board.

Kristina Burow has served on our Board since June 2017 and is a Managing Director at ARCH Venture Partners. Ms. Burow is focused on the creation and development of biotechnology, pharmaceutical and health tech companies. Since joining ARCH in 2002, she has risen from Associate to Managing Director and has played a significant role in the growth of ARCH’s life sciences portfolio, including multiple public companies exceeding billion-dollar valuations. Ms. Burow is a director Gossamer Bio Inc., Metacrine Inc., Scholar Rock Holding Corp, Unity Biotechnology Inc., Boundless Bio, Inc., Autobahn Therapeutics, Inc., ROME Therapeutics, Inc., Neumora Therapeutics, Inc., and Treeline Biosciences, among others. She previously was a co-founder and Director of Receptos, Inc. (acquired by Celgene Corporation) and was a Director of Vir Biotechnology Inc., Vividion Therapeutics (acquired by Bayer AG), and Epirium Bio. Ms. Burow has participated and led investments in a number of other ARCH portfolio companies including Interline Therapeutics, Erasca Inc., Dewpoint Therapeutics, Inc., Kisbee Therapeutics, CircBio, Resonance Medicine, Aledade, Kura Oncology

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Inc., Kythera Biopharmaceuticals, Inc. (acquired by Allergan plc), and Ikaria, Inc. (acquired by Mallinckrodt plc). Prior to joining ARCH, Ms. Burow was an Associate with the Novartis BioVenture Fund in San Diego. As an early employee at the Genomics Institute of the Novartis Research Foundation (“GNF”), she directed Chemistry Operations and was active in business development where she helped create numerous companies as spinouts from GNF. Ms. Burow holds an M.B.A. from the University of Chicago, an M.A. in Chemistry from Columbia University and a B.S. in Chemistry from the University of California, Berkeley. We believe Ms. Burow’s investment and leadership experience makes her qualified to serve on our Board.

Graham Cooper has served as a member of our Board since October 2019. Since January 2022, Mr. Cooper has served as the Executive Chair of Applied Molecular Therapeutics, Inc., a biotechnology company. From March 2018 until April 2019, Mr. Cooper served as the Chief Operating Officer and Chief Financial Officer of Assembly Biosciences, Inc., a biotechnology Company. Mr. Cooper previously served as the Chief Financial Officer of Receptos, Inc., a biotechnology company, from February 2013 until its acquisition by Celgene Corporation in August 2015 and Chief Financial Officer of Geron Corporation from January 2012 to December 2012. From May 2006 until March 2011, Mr. Cooper served as Chief Financial Officer of Orexigen Therapeutics, Inc., a biotechnology company. Prior to that, Mr. Cooper held roles of increasing responsibility at Deutsche Bank Securities, an investment bank, from August 1997 to February 2006, including Director, Health Care Investment Banking. He began his career as an accountant at Deloitte & Touche and was previously a C.P.A. Mr. Cooper currently serves on the board of directors of several public biotechnology companies: Applied Molecular Therapeutics, Inc., Kezar Life Sciences, Inc. and Unity Biotechnology, Inc. Mr. Cooper received a B.A. in Economics from the University of California at Berkeley and an M.B.A. from the Stanford Graduate School of Business. We believe that Mr. Cooper is qualified to serve on our Board due to his significant financial and accounting experience in the life sciences industry.

We believe that all of our current Board members possess the professional and personal qualifications necessary for Board service and have highlighted particularly noteworthy attributes for each Board member in the individual biographies above.

 

Board Diversity

 

The following table presents our Board diversity statistics in accordance with Nasdaq Rule 5606, as self-disclosed by our directors. As we pursue future Board recruitment efforts, our nominating and corporate governance committee will continue to seek out candidates who can contribute to the diversity of views and perspectives of our Board. This includes seeking out individuals of diverse gender identities, demographic backgrounds and perspectives informed by other personal and professional experiences.

 

Board Diversity Matrix as of April 22, 2022

Total Number of Directors

7

 

Female

Male

Non-Binary

Did Not Disclose Gender

Part I: Gender Identity

Directors

3

4

-

-

Part II: Demographic Background

African American or Black

-

-

-

-

Alaskan Native or Native American

-

-

-

-

Asian

1

-

-

-

Hispanic or Latinx

-

-

-

-

Native Hawaiian or Pacific Islander

-

-

-

-

White

1

4

-

-

Two or More Races or Ethnicities

-

-

-

-

LGBTQ+

0

Did Not Disclose Demographic

1

Board Leadership Structure

 

We do not currently have a chair of our Board; however, we have designated Dr. Mark Fishman as our lead independent director. We believe that appointing a lead independent director has the potential to allow our Chief Executive Officer to focus on our day-to-day business, while allowing Dr. Fishman to guide our Board in providing independent advice to and oversight of management. Our Board recognizes the time, effort and energy that our Chief Executive Officer is required to devote to his position and the importance of providing independent direction to our Board as its oversight responsibilities continue to grow. While our bylaws and corporate governance guidelines do not require that we appoint a chair of our Board or lead independent director, our Board believes that having a lead independent director provides the appropriate leadership structure for us and demonstrates our commitment to good corporate governance.

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Director Independence

Our Board currently consists of seven members. Our Board has determined that six of those members, Kristina Burow, Graham Cooper, Mark Fishman, M.D., Carole Ho, M.D., John Maraganore, Ph.D. and Kathleen Walsh, are independent directors in accordance with the listing requirements of The Nasdaq Stock Market (“Nasdaq”). Under the rules of Nasdaq, independent directors must comprise a majority of our Board. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of our audit and compensation committees be independent and that director nominees be selected or recommended for our Board’s selection by independent directors constituting a majority of the independent directors or by a nominating and corporate governance committee comprised solely of independent directors. Under the rules of Nasdaq, a director will only qualify as “independent” if, in the opinion of our Board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that such person is “independent” as defined by the applicable rules of Nasdaq and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of our audit committee may not, other than in his or her capacity as a member of the audit committee, our Board or any other Board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from us or any of our subsidiaries or (2) be an affiliated person of us or any of our subsidiaries.

Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that each of our directors, with the exception of John Evans, our Chief Executive Officer, is an “independent director” as defined under applicable rules of Nasdaq, including, in the case of all the members of our audit committee, the independence criteria set forth in Rule 10A-3 under the Exchange Act, and in the case of all the members of our compensation committee, the independence criteria set forth in Rule 10C-1 under the Exchange Act. In making such determinations, our Board considered the relationships that each such non-employee director has with us and all other facts and circumstances that our Board deemed relevant in determining his or her independence, including the beneficial ownership of our capital stock by each non-employee director. John Evans is not an independent director under these rules because he is our Chief Executive Officer.

Role of Board in Risk Oversight Process

Our Board has an active role, as a whole and also at the committee level, in overseeing the management of our risks. Our Board is responsible for general oversight of risks and regular review of information regarding our risks, including credit risks, liquidity risks and operational risks. The compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The audit committee is responsible for overseeing the management of risks relating to accounting matters and financial reporting, legal and compliance risks, and cyber security risks. As part of this oversight, the audit committee receives regular reports from management on such risks at its regularly scheduled meetings, including reports not less than twice per year relating to data privacy and cybersecurity and the actions management has taken to limit, monitor or control such exposures. The nominating and corporate governance committee is responsible for overseeing the management of risks associated with the independence of our Board and potential conflicts of interest. Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through discussions from committee members about such risks. Our Board believes its administration of its risk oversight function has not negatively affected our Board’s leadership structure.

Board Meetings and Attendance

Our Board held five meetings during the fiscal year ended December 31, 2021. Each of our directors attended at least seventy-five percent (75%) of the meetings of our Board and the committees of our Board on which he or she served during the fiscal year ended December 31, 2021 (in each case, which were held during the period for which he or she was a director and/or a member of the applicable committee and excluding any meetings in which a director was an interested party, if any). Our non-employee directors met in executive session during each of the regularly scheduled Board meetings during the fiscal year ended December 31, 2021. Our Board received regular updates in 2021 regarding the impact of the COVID-19 pandemic on our business and workforce.

While we do not have a formal policy regarding director attendance at our annual meeting of stockholders, we expect our Board members to prepare for, attend and participate in all Board and applicable committee meetings, including by means of remote communication. Six of our seven directors attended our 2021 annual meeting of stockholders.

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Board Committees

Our Board has standing audit, compensation, and nominating and corporate governance committees, each of which is comprised solely of independent directors and is described more fully below. Each committee operates pursuant to a written charter, and each reviews and assesses the adequacy of its charter periodically and submits its charter to our Board for approval. The charter for each committee is available on our website (www.beamtx.com) under the “Investors—Corporate Governance” section. The information on our website is not a part of this proxy statement.

The following table describes which directors serve on each of our Board’s committees.

Name

 

Audit Committee

 

Compensation Committee

 

Nominating and Corporate
Governance Committee

Kristina Burow

 

 

 

Chair

 

 

Graham Cooper

 

Chair

 

 

 

 

Mark Fishman, M.D.

 

X

 

 

 

Chair

Carole Ho, M.D.

 

 

 

X

 

X

John Maraganore, Ph.D.

 

 

 

 

 

X

Kathleen Walsh

 

X

 

X

 

 

 

Audit Committee

Our audit committee’s responsibilities include:

appointing, approving the compensation of, and evaluating the qualifications, performance and independence of our independent registered public accounting firm;
overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from such firm, and pre-approving all audit and permitted non-audit services to be performed by our independent registered public accounting firm;
reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures, including earnings releases;
reviewing and discussing with management and our independent registered public accounting firm any material issues regarding accounting principles and financial statement presentations;
coordinating our Board’s oversight of our internal control over financial reporting, disclosure controls and procedures, code of business conduct and ethics, procedures for complaints and legal and regulatory matters;
discussing our risk management policies with management;
establishing policies regarding hiring employees from our independent registered public accounting firm and procedures for the receipt and retention of accounting related complaints and concerns;
meeting independently with our independent registered public accounting firm and management;
reviewing and approving any related person transactions;
overseeing our guidelines and policies governing risk assessment and risk management;
overseeing the integrity of our information technology systems, processes and data;
preparing the audit committee report required by SEC rules;
reviewing and assessing, at least annually, the adequacy of the audit committee’s charter; and
performing, at least annually, an evaluation of the performance of the audit committee.

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All audit services and all permitted non-audit services, other than certain de minimis non-audit services that are approved by the audit committee prior to the completion of an audit, to be provided to us by our independent registered public accounting firm must be approved in advance by our audit committee.

The members of our audit committee are Graham Cooper, Kathleen Walsh and Mark Fishman. Mr. Cooper chairs the audit committee. Our Board has determined that each member of our audit committee satisfies the independence standards of the applicable rules of Nasdaq applicable to audit committee members. Our Board has determined that each member of our audit committee has sufficient knowledge in financial and auditing matters to serve on the audit committee. Our Board has also determined that each of Mr. Cooper and Ms. Walsh is an “audit committee financial expert,” as defined under Item 407 of Regulation S-K.

During the fiscal year ended December 31, 2021, our audit committee met four times. The report of our audit committee is included in this proxy statement below under “Audit Committee Report.”

Compensation Committee

Our compensation committee’s responsibilities include:

assisting our Board in developing and reviewing potential candidates for executive positions;
reviewing our overall compensation strategy, including base salary, incentive compensation and equity-based grants;
reviewing and approving corporate goals and objectives relevant to compensation of our Chief Executive Officer and our other executive officers;
determining and approving, or recommending to our Board for approval, the compensation of our Chief Executive Officer and other executive officers;
reviewing and making recommendations to our Board with respect to director compensation;
overseeing and administering our cash and equity incentive plans;
reviewing, considering and selecting, to the extent determined to be advisable, a peer group of appropriate companies for purposing of benchmarking and analysis of compensation for our executive officers and directors;
reviewing and approving all employment contract and other compensation, severance and change-in- control arrangements for our executive officers;
recommending to our Board any stock ownership guidelines for our executive officers and non-employee directors;
retaining, appointing or obtaining advice of a compensation consultant, legal counsel or other advisor, and determining the compensation and independence of such consultant or advisor;
preparing, if required, the compensation committee report on executive compensation for inclusion in our annual proxy statement in accordance with the proxy rules;
monitoring our compliance with the requirements of Sarbanes-Oxley relating to loans to directors and officers;
overseeing our compliance with applicable SEC rules regarding shareholder approval of certain executive compensation matters;
reviewing the risks associated with our compensation policies and practices;
reviewing and assessing, at least annually, the adequacy of the compensation committee’s charter; and
performing, on an annual basis, an evaluation of the performance of the compensation committee.

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The members of our compensation committee are Kristina Burow, Carole Ho and Kathleen Walsh. Ms. Burow chairs the compensation committee. Our Board has determined that each member of the compensation committee satisfies the independence standards of the applicable rules of Nasdaq applicable to compensation committee members and meets the independence criteria set forth in Rule 10C-1 under the Exchange Act. Our compensation committee may delegate any of the responsibilities of the full committee to subcommittees and may delegate certain responsibilities of the full committee to executive officers of the Company and other persons as may be permitted by applicable laws, rules or regulations and in accordance with the listing standards set forth by Nasdaq.

During the fiscal year ended December 31, 2021, our compensation committee met six times. The report of our compensation committee is included in this proxy statement below under “Report of the Compensation Committee.”

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee’s responsibilities include:

identifying individuals qualified to become members of our Board consistent with criteria approved by our Board and receiving nominations for such qualified individuals;
recommending to our Board the persons to be nominated for election as directors and to each committee of our Board;
establishing a policy under which our stockholders may recommend a candidate to our nominating and corporate governance committee for consideration for nomination as a director;
reviewing and recommending committee slates on an annual basis;
recommending to our Board qualified candidates to fill vacancies on our Board;
developing and recommending to our Board a set of corporate governance principals applicable to us and reviewing the principles on at least an annual basis;
reviewing and making recommendations to our Board with respect to our board leadership structure and board committee structure;
reviewing, in concert with our Board, our policies with respect to significant issues of corporate public responsibility;
making recommendations to our Board’s processes for annual evaluations of the performance of our Board, our Chief Executive Officer and committees of our Board;
overseeing the process for annual evaluations of our Board, Chief Executive Officer and committees of our Board and certifying that performance of our Chief Executive Officer and other members of executive management is being properly evaluated;
considering and reporting to our Board any questions of possible conflicts of interest of members of our Board;
providing new director orientation and continuing education for existing directors on a periodic basis;
overseeing the maintenance and presentation to our Board of management’s plans for succession to senior management positions in the Company;
reviewing and assessing, at least annually, the adequacy of the nominating and corporate governance committee’s charter; and
performing, on an annual basis, an evaluation of the performance of the nominating and corporate governance committee.

The members of our nominating and corporate governance committee are Mark Fishman, M.D., Carole Ho, M.D. and John Maraganore, Ph.D. Dr. Fishman chairs our nominating and corporate governance committee. Our Board has determined that each member of our nominating and corporate governance committee satisfies the independence standards of the applicable rules of Nasdaq.

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During the fiscal year ended December 31, 2021, our nominating and corporate governance committee met one time.

 

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee has at any time during the prior three years been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or compensation committee.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics (the “Code”) that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A current copy of the Code is available on the investor section of our website at investors.beamtx.com. The information on our website is not a part of this proxy statement. We intend to disclose on our website any amendments to, or waivers from, our Code that are required to be disclosed pursuant to SEC rules.

Policy on Trading, Pledging and Hedging of Company Stock

Certain transactions in our securities create a heightened compliance risk or could create the appearance of misalignment between our employees, including our management, and stockholders. As a result, our insider trading policy expressly prohibits all of our employees, including our NEOs, directors and their respective family members and designees, from engaging in speculative transactions in our stock, including buying our securities on margin, borrowing against our securities held in a margin account, engaging in short sales of our securities, and buying or selling derivatives on our securities and otherwise using financial instruments, such as prepaid variable forwards, equity swaps and exchange funds, to hedge or offset, or that are designed to hedge or offset, any decrease in the market value of our securities. Our insider trading policy also prohibits all of our employees, including our NEOs and directors, from pledging our securities as collateral for a loan.

Director Nomination Process

The process followed by our nominating and corporate governance 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 current directors and potential candidates, and interviews of selected candidates by management, recruiters and members of the committee and our Board. Kathleen Walsh, who is standing for election at the Annual Meeting for the first time, was recommended to our nominating and corporate governance committee by a non-employee member of our Board. In considering whether to recommend any particular candidate for inclusion in our Board’s slate of recommended director nominees, including candidates recommended by stockholders, our nominating and corporate governance committee takes into account the criteria for membership on our Board as set forth in our corporate governance guidelines, including a candidate’s ability, judgment and experience and the overall diversity and composition of our Board. We also value experience on other public company boards of directors and board committees. Our nominating and corporate governance committee does not have a policy (formal or informal) with respect to diversity, but takes into consideration each candidate’s ability, judgment and experience to oversee our Company’s business, and contribution to the overall diversity of our Board when recommending director nominees.

The biography for each of the director nominees included herein indicates each nominee’s experience, qualifications, attributes and skills that led our nominating and corporate governance committee and our Board to conclude each such director should continue to serve as a director of our Company. Our nominating and corporate governance committee and our Board 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 as a whole.

Stockholders have the right under our bylaws to directly nominate director candidates for election at an annual meeting of stockholders, without any action or recommendation on the part of the nominating and corporate governance committee or our Board, by submitting to the Company as to each nominee that the stockholder proposes for election or re-election as a director (i) all information relating to such nominee that would be required to be disclosed in solicitations of proxies for the election of such nominee as a director pursuant to Regulation 14A under the Exchange Act and such nominee’s written consent (I) to be named as a nominee in the Company’s proxy statement, proxy card, and/or ballot, if our Board approves such inclusion, and (II) to serve as a director if elected, and (ii) a description of all direct and indirect compensation, reimbursement, indemnification and other material arrangements, agreements or understandings during the past three years, and any other material relationship, if any, between or concerning such stockholder and any Stockholder Associated Person (as defined in our bylaws), on the one hand, and the proposed nominee, and his or her respective affiliates or associates, on the other hand. Any such nomination must be made by a stockholder of record of our Company at the time of making such nomination and meet such other requirements as are set forth in our bylaws. Such

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nomination information should be submitted to: Beam Therapeutics Inc., 238 Main Street, Cambridge, MA 02142, Attention: Secretary.

Communication with Directors

Any stockholders or other interested parties desiring to communicate with our Board, or one or more of our directors, may send a letter addressed to the Board of Directors of Beam Therapeutics Inc., 238 Main Street, Cambridge, MA 02142. All such letters will be promptly forwarded to the appropriate members of our Board or individual directors, as applicable, by our Secretary. The mailing envelope should contain a clear notation that the enclosed letter is a “Stockholder-Board Communication” or “Stockholder-Director Communication.” All such letters should clearly state whether the intended recipients are all members of our Board or certain specified individual directors.

 

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EXECUTIVE OFFICERS

Below is a list of the names, ages as of April 22, 2022 and positions, and a brief account of the business experience of the individuals who serve as our executive officers.

Name

 

Age

 

Position

John Evans

 

44

 

Chief Executive Officer and Director

Giuseppe Ciaramella, Ph.D.

 

53

 

President and Chief Scientific Officer

Terry-Ann Burrell

 

45

 

Chief Financial Officer and Treasurer

 

Executive Officer Biographies

The biographical information pertaining to Mr. Evans, who is a director and executive officer of our Company, is included under “Director Biographies,” above.

Giuseppe Ciaramella, Ph.D. has served as our Chief Scientific Officer since February 2018 and also as our President since January 2020. Dr. Ciaramella has 25 years of drug discovery experience across different therapeutic modalities, from small molecule, to biologics, to advanced medicinal products, such as mRNA. Prior to joining Beam, Dr. Ciaramella was the Chief Scientific Officer of the Infectious Diseases division of Moderna Therapeutics, a biopharmaceutical company, from 2014 until February 2018, where he was instrumental in generating some of the first LNP-encapsulated, mRNA vaccines to be dosed in humans, which technology formed the backbone of its authorized vaccine for the prevention of COVID-19. From 2011 until 2014, Dr. Ciaramella served as Executive Director at AstraZeneca, a biopharmaceutical company, where he led their small molecule antiviral strategy. Between 2010 and 2011 he served as Vice President and Head of Collaborative Research at Boehringer Ingelheim, a pharmaceutical company, where he had responsibility for external research. Prior to Boehringer Ingelheim, he spent 14 years at Pfizer Inc., a biopharmaceutical company, in the United Kingdom where he held several leadership positions, including head of Biotherapeutics, head of Antivirals and head of the Hit Discovery Group. Dr. Ciaramella is a member of the Infectious Diseases Society of America and of the American Society of Gene Therapy. Dr. Ciaramella holds a Ph.D. in Biochemistry from University College London.

Terry-Ann Burrell has served as our Chief Financial Officer since August 2019 and also as our Treasurer since September 2019. From May 2008 to August 2019, Ms. Burrell worked at J.P. Morgan Securities LLC, where she most recently served as Managing Director. Ms. Burrell was responsible for deal execution across both mergers and acquisitions and capital markets. In her role, she advised biotechnology and pharmaceutical companies on strategic considerations, including mergers and acquisitions, initial public and secondary offerings and valuation analysis. Ms. Burrell currently serves on the board of directors of Recursion Pharma, a biotherapeutics company. Ms. Burrell holds a bachelor’s degree from Harvard College and an MBA from New York University’s Leonard N. Stern School of Business.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

The following Compensation Discussion and Analysis describes the philosophy, objectives and structure of our 2021 executive compensation program and includes discussion and background information regarding the compensation of our NEOs. This information is intended to be read in conjunction with the section titled “Executive Compensation” immediately following this section, which provide further historical compensation information.

Our NEOs for 2021 were:

John Evans, our Chief Executive Officer (“CEO”);
Giuseppe Ciaramella, Ph.D., our President and Chief Scientific Officer (“CSO”); and
Terry-Ann Burrell, our Chief Financial Officer (“CFO”).

Executive Summary

2021 Business Highlights

We are committed to establishing the leading, fully integrated platform for precision genetic medicines. Our vision is to provide life-long cures to patients suffering from serious diseases. To achieve this vision, we have assembled a platform that includes a suite of gene editing and delivery technologies and are in the process of developing internal manufacturing capabilities.

In 2021, we made significant progress toward achieving our vision:

Our Investigational New Drug application (“IND”) for BEAM-101 for the treatment of sickle cell disease was cleared by the U.S. Food and Drug Administration.
We initiated IND-enabling studies for BEAM-102, our second investigational base editing approach for sickle cell disease.
We initiated IND-enabling studies for BEAM-201, a potent and specific anti-CD7, multiplex-edited, allogeneic chimeric antigen receptor T cell development candidate for the treatment of relapsed/refractory T-cell acute lymphoblastic leukemia/T cell lymphoblastic lymphoma.
We nominated BEAM-301 as our first development candidate for in vivo base editing in the liver using lipid nanoparticle (“LNP”) delivery for the treatment of patients with Glycogen Storage Disease Type Ia caused by the R83C mutation of the G6PC gene.
We entered into a research collaboration agreement with Pfizer Inc. focused on in vivo base editing programs for three targets for rare genetic diseases of the liver, muscle and central nervous system, with upfront and potential milestone payments of up to $1.35 billion.
We entered into a research collaboration agreement with Apellis Pharmaceuticals, Inc. and an option and license agreement with Sana Biotechnology, Inc., which together provided an aggregate of $100 million in upfront payments.
We expanded our ability to explore new tissues and disease indications with our editing technologies through our acquisition of Guide Therapeutics, Inc., and we generated additional novel LNPs that we believe can accelerate novel nonviral delivery of gene editing or other nucleic acid payloads to tissues beyond the liver. In December 2021, we announced we had screened more than 1,000 LNPs using this technology for potential to deliver to hematopoietic stem cells and had identified LNPs with efficient transfection in both mice and NHPs.
We advanced construction of our 100,000 square foot manufacturing facility in Research Triangle Park, North Carolina, which we believe will be operational in the first quarter of 2023.
We appointed Kathleen Walsh and John Maraganore, Ph.D., to our Board, each of whom has significant executive experience in the healthcare and biotechnology industries.
We raised approximately $757 million from equity offerings.

Compensation Program Overview

The fundamental philosophy of our executive compensation program set by our compensation committee is pay for performance. We have also designed our compensation program to balance performance-based compensation over the short and long term to incentivize decisions and actions that promote stockholder value and focus our executives on performance that benefits our stockholders, while

16


discouraging inappropriate risk-taking behaviors. As described in more detail below, key elements of our compensation program include the following fixed and variable compensation elements:

Compensation Elements

 

Purpose

 

Features

Base Salary

To attract, motivate and retain superior executive talent with stable financial compensation.

Fixed component of pay based on responsibilities, experience, individual contributions and peer company data.

 

 

 

 

 

Annual Performance-
Based Cash Bonus

To reward the achievement of annual performance goals that directly correlate to the enhancement of stockholder value, as well as to facilitate executive retention.

Variable component of pay based on annual quantitative and qualitative achievement of corporate business objectives.

 

 

 

 

 

Long-Term Equity Incentives

To motivate and retain executives to achieve multi-year strategic goals while aligning their interests with those of stockholders through long-term incentives linked to value creation.

Long-term variable compensation incentive in the form of stock options and restricted stock units (“RSUs”).

In addition to our direct compensation elements, the following features of our compensation program are designed to align with stockholder interests and best practices, achieve our compensation philosophy and support our business goals:

 

What We Do

 

What We Don’t Do

 Align compensation with performance

 Guarantee salary increases, bonuses, or equity awards

 Compensate primarily through variable, at-risk incentive pay

Provide excessive severance payments

 Set challenging corporate performance goals

 Provide excessive perquisites

 Consult with an independent compensation advisor on compensation levels and practices

 Provide tax gross-up payments for any change-in-control payments

 Use an industry-specific peer group tailored to current market capitalization and stage of development and verifiable market data to determine competitive pay

 Maintain a compensation committee with independent directors

 Set challenging short- and long-term incentive program goals

 Responsible use of shares under our long-term incentive program

 Grant equity awards with meaningful vesting periods

 Provide market-competitive benefits for executives which are consistent with the rest of our employees

 Stock option re-pricings without shareholder approval

 Supplemental executive retirement plans

 Maintain robust anti-hedging and anti-pledging policies

Compensation Philosophy and Objectives

Our compensation committee believes a well-designed compensation program should align executive interests with stockholder interests by supporting achievement of our primary business goals, as well as the attraction and retention of employees whose talents, expertise, leadership and contributions are expected to sustain growth in long-term stockholder value. Consequently, we are committed to a strong performance orientation in our compensation program. Our compensation committee regularly reviews our compensation practices to ensure that they are aligned with the interests of our stockholders and our business goals, and that the total compensation paid to our employees and directors is fair, reasonable and competitive.

Following our initial public offering in 2020, we have made gradual changes to our executive compensation program to adopt practices that are appropriate for our status as a publicly traded company as well as changes in our business and industry. Our compensation committee and Board believe it appropriate to continue to fine tune our executive compensation program but generally have avoided dramatic changes since we became a publicly traded company. We engaged an independent compensation consultant prior to our initial public offering to assist our compensation committee in determining executive compensation and have continued to work with our independent compensation consultant to review and update our executive compensation program.

Compensation Determination Process

17


Role of the Compensation Committee and Board of Directors

Our compensation committee is responsible for overseeing the total compensation of our executive officers. In this capacity, our compensation committee designs, implements, determines and approves all compensation for our NEOs. Our compensation committee periodically reports to our Board on its discussions and on occasion recommends to our Board, or seeks input from our Board regarding, the decisions to be made and other actions to be taken with regard to our NEOs’ compensation. Our compensation committee’s recommendations regarding executive compensation are based on our compensation committee’s assessment of the performance of the Company and each individual executive officer, as well as other factors, such as prevailing industry trends and the competitive market for executive talent. Our compensation committee typically makes the final decisions regarding executive compensation.

Role of Management

Our CEO and Chief Human Resources Officer (“CHRO”) routinely make recommendations to our compensation committee, attend certain compensation committee meetings and are involved in the process for determining our executive officers’ compensation, provided that our CEO does not make recommendations as to his own compensation or participate in compensation committee discussion of his own compensation. Our compensation committee considers management’s recommendations but is not required to follow any recommendations from our CEO and CHRO and may adjust compensation up or down as it determines to be appropriate. Our compensation committee reviews the recommendations from our CEO and CHRO and its compensation consultant and other data and determines and approves, or makes recommendations to our Board, as to each executive officer’s total compensation, as well as each individual pay component.

Use of Independent Compensation Consultant

Our compensation committee is authorized to retain the services of one or more compensation consultants in connection with the establishment of our executive compensation programs and related policies. For 2021, our compensation committee engaged Aon’s Human Capital Solutions practice, a division of Aon plc (formerly known as Radford), as its independent compensation consultant to advise on executive compensation matters, including overall compensation program design, peer group development and updates, and collecting market data to inform our compensation programs for our executives and members of our Board.

We develop our compensation programs after reviewing publicly available compensation data, and we also subscribe to Aon’s various global annual and specialized life sciences and general industry surveys on an ongoing basis. Our compensation committee has the authority to select, retain and terminate Aon, as well as to approve any fees, terms or other conditions of Aon’s service. Aon consultants regularly attend meetings of our compensation committee. Aon reports directly to our compensation committee and not to management. When directed to do so by our compensation committee, Aon also works collaboratively with company management to develop analyses and proposals for presentations to our compensation committee. Our compensation committee reviews the performance of the independent consultant on an annual basis and determines whether to continue the engagement. Our compensation committee has assessed the independence of Aon consistent with the SEC rules and Nasdaq listing standards and has concluded that the engagement of Aon does not raise any conflicts of interest that would prevent Aon from independently advising our compensation committee.

Compensation-Setting Factors

When our compensation committee determines and approves the amount of each compensation element and the target total compensation opportunity for our NEOs, our compensation committee considers the following factors:

our performance against the annual corporate goals established by our 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 values;
compensation parity among our executive officers;
our retention goals;
the compensation practices of our peer group; and

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our CEO’s recommendations with respect to the compensation of our other executive officers.

These factors provide the framework for compensation decisions for each of our NEOs. Our compensation committee does not assign relative weights or rankings to these factors, and does not consider any single factor as determinative in the compensation of our executive officers. Rather, our compensation committee believes it is best to rely on their own knowledge of our business and industry and therefore they use judgment in assessing these factors and making compensation decisions.

Use of a Peer Group

Our compensation committee approves a peer group of companies as a reference to provide a broad perspective on competitive pay levels and practices. The peers are reviewed on an annual basis in light of the fast-moving changes in our business and our industry. We undertake this review with the assistance and recommendations of Aon.

In September 2020, our compensation committee approved a peer group for use in making 2021 compensation decisions. Our compensation committee used the following guidelines in determining the appropriate peers:

companies whose industry, therapeutic focus, number of employees, stage of development and market capitalization are similar, though not necessarily identical, to ours;
companies against which we believe that we compete for executive talent; and
public companies based in the United States whose compensation and financial data are available in proxy statements or through widely available compensation surveys.

Our peer group for 2021 was comprised of the following companies:

Adverum Biotechnologies, Inc.

 

Editas Medicine, Inc.

 

RegenxBio Inc.

Alector, Inc.

Generation Bio Co.

Rubius Therapeutics, Inc.

Allakos Inc.

Gossamer Bio, Inc.

Stoke Therapeutics, Inc.

AVROBIO, Inc.

Homology Medicines, Inc.

Translate Bio, Inc.​

Constellation Pharmaceuticals, Inc.

IGM Biosciences, Inc.

Voyager Therapeutics, Inc.

CRISPR Therapeutics AG

 

Intellia Therapeutics, Inc.

Wave Life Sciences Ltd.

Denali Therapeutics Inc.

 

Passage Bio, Inc.

 

 

As guidelines for our executives, we set target cash and equity compensation after reviewing the compensation paid to executives within our compensation peer group and considering other market information. We target cash and equity compensation for our executives to be aligned with executives in our compensation peer group; however, our own performance and the individual performance of our executive officers informs decisions on compensation. In setting actual compensation levels, our compensation committee considers the executive’s experience, performance levels, existing equity holdings and market factors as deemed appropriate.

Pay Components

Base Salary

We use base salaries to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our NEOs. None of our NEOs is currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled increases in base salary. On an annual basis, our compensation committee reviews and evaluates the need for adjustment of the base salaries of our executive officers based on, among other things, changes and expected changes in the scope of an executive officer’s responsibilities, including promotions, the individual contributions made by and performance of the executive officer during the prior year, our overall growth and development as a company and general salary or other market trends in our industry.

In February 2021, our compensation committee approved salary increases for each of our NEOs based on a review of market data provided by Aon, the current compensation levels of our NEOs and our performance against our 2020 corporate performance goals. The table below sets forth the adjustments to base salary, in dollars and as a percentage, for each of our NEOs:

 

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Name

 

2020 Base Salary
($)

 

2021 Base Salary
($)

 

Increase
(%)

John Evans

535,000

590,105

10.3

Giuseppe Ciaramella, Ph.D.

475,000

500,000

(1)

5.3

Terry-Ann Burrell

420,000

441,000

 

5

(1)
Dr. Ciaramella’s base salary was increased to $585,000, effective December 1, 2021, in order to recognize additional responsibilities assumed by Dr. Ciaramella.

 

Annual Performance-Based Cash Bonuses

Our Board has adopted a cash incentive plan that provides for cash bonus payments to eligible executives based upon the attainment of corporate performance goals established by our compensation committee for the company during the first quarter of the applicable fiscal year. We believe this bonus plan provides incentives that motivate and reward achievement of performance goals that directly correlate to enhancement of stockholder value, consistent with our compensation philosophy. Each executive officer who is selected to participate in the cash incentive plan has a target award opportunity set for each performance period. We do not establish threshold or maximum payments under our bonus plan, as our compensation committee believes it is appropriate to retain discretion in determining bonus amounts.

Our performance goals vary from year to year. For 2021, these included

research and development goals to advance numerous programs in our pipeline;
intellectual property goals to develop and protect improvements to our platform technologies;
organizational goals to build our culture and facilities; and
financial goals to extend our cash runway and operate within budget.

Our compensation committee and our Board review our achievement of the performance goals in their totality, considering our overall performance for the year, and come to a general, subjective conclusion as to whether the performance goals were met, and whether there were any other extraordinary factors that should be considered in determining the amount of bonus earned for the year. Our compensation committee and our Board believe that maintaining discretion to evaluate corporate performance at the close of the year based on the totality of the circumstances, and the discretion to award or fail to award bonus compensation without reliance on rote calculations under set formulas is appropriate in responsibly discharging their duties.

Based on our strong corporate performance in 2021 in relation to our goals, our compensation committee determined that all of our employees, including our NEOs, would receive bonuses in the amount of 130% of their targets. The cash incentive plan payments for each of our NEOs for 2021 was as follows:

 

Name

 

Target Award
(% of Base Salary)

 

2021 Target Cash Incentive Payment
($)

 

2021 Actual Cash Incentive Payment
($)

John Evans

55

%

                     324,558

                                 421,925

Giuseppe Ciaramella, Ph.D.

45

% (1)

                     292,500

                                 380,250

Terry-Ann Burrell

40

%

                     176,400

 

                                 229,320

(1)
Dr. Ciaramella’s target award percentage was increased to 50%, effective December 1, 2021, in order to recognize additional responsibilities assumed by Dr. Ciaramella.

 

Long-Term Equity Incentives

We believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help align the interests of our executives and our stockholders. In addition, we believe that equity grants with a time-based vesting feature promote executive retention.

Prior to 2021, we typically used stock options to compensate our executive officers in the form of initial grants in connection with the commencement of employment and on an annual basis as our executive officers continue their employment. In March 2021, we incorporated RSUs as part of our equity compensation program and began to grant a combination of stock options and RSUs at a fixed ratio of two option shares for each RSU. Our compensation committee structured the mix of equity vehicles and the relative weight assigned to each type of award to motivate stock price appreciation over the long term through stock options, which deliver value only if the stock price increases, and to ensure some amount of value delivery through the RSUs, which are complementary because they

20


have upside potential but deliver some value even during periods of stock price or market underperformance, while also reinforcing an ownership culture and commitment to us. In deciding to incorporate RSUs into our equity incentive compensation program, our compensation committee considered a host of factors, including annual long-term incentive values, annual equity awards expressed as a percent of total shares outstanding, total annual and cumulative dilution, the retentive value of outstanding awards, total equity ownership and the equity compensation practices of other companies in our industry that compete with us for talent.

In determining the size of the equity awards granted to our NEOs, our compensation committee, with assistance from Aon, considers our company performance, individual performance, the potential for enhancing the creation of value for our stockholders, our broader organizational equity needs and overall dilution, as well as industry and peer group practices. We evaluate our equity award program on an annual basis to ensure that it appropriately links to our long-term performance by aligning the interests of our executives and our stockholders, remains competitive with industry and peer practices and is consistent with our overall equity needs and dilution levels.

In March 2021, our compensation committee granted stock options and RSUs to our NEOs in the amounts set forth in the table below.

 

Name

 

Option Award
(# shares)

 

RSU Award
(# shares)

 

Grant Date Fair Value of Option and RSU Awards
($)
(1)

John Evans

138,750

69,375

 

12,889,403

Giuseppe Ciaramella, Ph.D.

50,000

25,000

 

4,644,830

Terry-Ann Burrell

35,000

17,500

 

3,251,381

(1)
These amounts represent the aggregate grant date fair value of awards granted in March 2021, computed in accordance with the rules of the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ACS 718”), excluding the effect of estimated forfeitures. The assumptions used to value the awards granted for this purpose are set forth in Note 12, Stock option and grant plan, to our audited financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

 

In addition, in September 2021, our compensation committee amended the vesting terms of certain stock options granted to Mr. Evans and Dr. Ciaramella in 2018 and 2019, which options were subject to both performance- and time-based vesting criteria. Our compensation committee determined that any options for which performance-based but not time-based criteria had been met would vest in full upon the death or disability of the grantee. Our compensation committee approved this amendment to bring the terms of the option grants in line with current market practice. In addition, our compensation committee modified the time-based vesting criteria of stock options for which performance-based criteria had previously been met, such that the options would vest in three equal tranches on December 31, 2021, June 30, 2022 and December 31, 2022, rather than in one tranche on December 31, 2022. Our compensation committee approved these modifications to reward Mr. Evans and Dr. Ciaramella for achieving performance-based vesting milestones on accelerated timelines.

Severance and Change in Control Benefits

As discussed under “Executive Compensation” below, we offer our executives severance benefits in connection with certain termination events, as well as benefits in connection with change-in-control situations, as we believe such compensation protections are appropriate in light of similar benefits available to executive officers at companies in our peer group. We believe that reasonable and competitive change-in-control payments and benefits are an important part of an executive compensation program to attract and retain senior executives. We also believe such payments and benefits are in the best interests of our stockholders because they incentivize senior executives to achieve stockholder value in connection with change-in-control situations, particularly where the possibility of a change-in-control and the related uncertainty may lead to the departure or distraction of senior executives to the detriment of our company and our stockholders.

Other Compensation Policies and Practices

Health and Welfare Benefits

Our NEOs are eligible to participate in all of our employee benefit plans, including our medical, dental, vision, life and disability insurance plans and commuting benefits plan, in each case, on the same basis as our other full-time employees. We believe that these competitive health and welfare benefits help ensure that we have a productive and focused workforce.

401(k) Plan

We maintain a tax-qualified 401(k) defined contribution plan that is intended to qualify under Section 401(k) of the Internal Revenue Service Code of 1986, as amended, and any regulations promulgated thereunder (the “Internal Revenue Code”). In general, all of our

21


full-time employees, including our NEOs, are eligible to participate in our 401(k) plan. Our 401(k) plan includes a salary deferral arrangement pursuant to which participants may elect to reduce a portion of their current compensation by up to the statutorily prescribed limit, and have the amount of the reduction contributed to the 401(k) plan. We provide an employer matching contribution equal to 50% of a participant’s eligible contributions of up to 6% of eligible compensation, subject to certain limits established by the Internal Revenue Code. Our matching contributions are 100% vested when made. Matching contributions made to each of our NEOs are included in the “Executive Compensation—Summary Compensation Table” below. Our 401(k) plan is intended to provide our employees, including our NEOs, with an opportunity for tax-efficient retirement savings and long-term financial security. We do not maintain any defined benefit pension plans, non-qualified deferred compensation plans or other special or supplemental executive retirement programs.

Employee Stock Purchase Plan

Pursuant to our employee stock purchase plan, our full-time employees, including our NEOs, have an opportunity to purchase our common stock at a discount on a tax-preferred basis through payroll deductions. Our 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 our employee stock purchase plan is to encourage our full-time employees, including our NEOs, to become our stockholders and better align their interests with those of our other stockholders.

Perquisites

We do not view perquisites or other personal benefits as a significant component of our executive compensation program. We currently, and may in the future, provide perquisites to our NEOs in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make him or her more efficient and effective, and for recruitment and retention purposes.

Anti-Hedging and Anti-Pledging Policy

Certain transactions in our securities create a heightened compliance risk or could create the appearance of misalignment between our employees, including our management, and stockholders. As a result, our insider trading policy expressly prohibits all of our employees, including our NEOs, directors and their respective family members and designees, from engaging in speculative transactions in our stock, including buying our securities on margin, borrowing against our securities held in a margin account, engaging in short sales of our securities, buying or selling derivatives on our securities or otherwise engaging in hedging or monetization transactions, including prepaid variable forwards, equity swaps, collars or exchange funds, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our securities. Our insider trading policy also prohibits all of our employees, including our NEOs and directors, from pledging our securities as collateral for a loan.

No Change-in-Control Tax Gross-ups

We do not provide for any tax gross-up payments to our NEOs in connection with changes-in-control.

Accounting and Tax Considerations

We account for equity compensation paid to our employees under FASB ACS 718, which requires us to estimate and record an expense over the service period of any such award. Accounting rules also require us to record cash compensation as an expense at the time the obligation is accrued. To date, these accounting requirements have not impacted our executive compensation programs and practices.

While our compensation committee generally considers the tax implications to us of its executive compensation decisions, neither element was a material consideration in the compensation awarded to our NEOs in 2021. Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for compensation in excess of $1 million paid in any one year to each of certain of the company’s current and former executive officers. Historically, compensation that qualified under Section 162(m) as performance-based compensation was exempt from the deduction limitation. However, subject to certain transition rules, tax legislation signed into law in December 2017 eliminated the performance-based compensation exception. As a result, for taxable years beginning after December 31, 2017, all compensation in excess of $1 million paid in any one year to each of the specified officers that is not covered by the transition rules will not be deductible by us.

Compensation Risk Assessment

Our compensation committee believes that our executive compensation program does not encourage excessive or unnecessary risk taking and, as a result, does not believe that our compensation programs are reasonably likely to have a material adverse effect on us. In reaching these conclusions, our compensation committee considered various factors, including the following:

22


We offer executives a competitive base salary, which we believe mitigates risk-taking behavior by providing reasonable predictability in the base level of income earned by each executive and alleviating pressure on executives to focus solely on our near-term stock price performance or annual bonus awards to the detriment of building long-term stockholder value.
We use a mixture of compensation elements intended to be competitive with those offered to similarly-situated executives at comparable companies within our industry, with significant weighting towards long-term incentive compensation, which has retention value and discourages short-term risk taking.
Our performance goals for our annual cash bonus awards reflect a balanced mix of performance objectives, to avoid excessive weight on any one goal or performance measure and are intended to be challenging yet attainable, which mitigates the potential that our executives will take excessive risks.
To minimize the risk of certain transactions related to our securities, our insider trading policy prohibits all of our employees, including our executive officers and our directors, from engaging in speculative transactions in our stock, including hedging or similar arrangements, put or call options, short sales, pledges and margin purchases related to our stock.


 

 

 

23


REPORT OF THE COMPENSATION COMMITTEE

The information contained in this report shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act or the Exchange Act.

Our compensation committee has reviewed and discussed the “Compensation Discussion and Analysis” section of this proxy statement with management. Based on the review and discussions, our compensation committee recommended to our Board that the “Compensation Discussion and Analysis” section be included in this proxy statement, which is incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

 

Members of the Compensation Committee

 

Kristina Burow (Chair)

Carole Ho, M.D.

Kathleen Walsh

 

 

 

24


EXECUTIVE COMPENSATION

This section provides an overview of the compensation awarded to, earned by or paid to our NEOs and members of our Board.

Summary Compensation Table

The following table sets forth the compensation provided to our NEOs for the fiscal years ended December 31, 2021, December 31, 2020 and December 31, 2019, respectively.

Name and Principal Position

 

Year

 

Salary
($)

 

 

Stock
Awards
(1)
($)

 

 

Option
Awards
(2)
($)

 

 

Non-Equity
Incentive Plan
Compensation
(3)
($)

 

 

All Other
Compensation
(4)
($)

 

 

Total
($)

 

John Evans

 

2021

 

 

590,105

 

 

 

5,552,775

 

 

 

7,336,628

 

 

 

421,925

 

 

 

10,542

 

 

 

13,911,975

 

CEO

 

2020

 

 

529,271

 

 

 

 

 

 

 

 

 

367,813

 

 

 

9,684

 

 

 

906,768

 

 

 

2019

 

 

472,500

 

 

 

 

 

 

1,368,453

 

 

 

367,813

 

 

 

1,034

 

 

 

2,209,800

 

Giuseppe Ciaramella, Ph.D.

 

2021

 

 

500,000

 

 

 

2,001,000

 

 

 

2,643,830

 

 

 

380,250

 

 

 

10,542

 

 

 

5,535,622

 

President and CSO

 

2020

 

 

469,363

 

 

 

 

 

 

6,106,551

 

 

 

267,188

 

 

 

9,684

 

 

 

6,852,786

 

 

 

2019

 

 

413,502

 

 

 

 

 

 

888,812

 

 

 

267,188

 

 

 

18,948

 

 

 

1,588,450

 

Terry-Ann Burrell

 

2021

 

 

441,000

 

 

 

1,400,700

 

 

 

1,850,681

 

 

 

229,320

 

 

 

17,203

 

 

 

3,938,904

 

CFO

 

2020

 

 

420,000

 

 

 

 

 

 

 

 

 

210,000

 

 

 

53,752

 

 

 

683,752

 

 

 

2019

 

 

147,180

 

 

 

 

 

 

3,901,485

 

 

 

200,000

 

 

 

54,058

 

 

 

4,302,723

 

(1)
The amounts reflect the grant date fair value of RSUs granted during the applicable year, computed in accordance with FASB ASC 718, excluding the effect of estimated forfeitures. The assumptions used to value the RSUs granted in 2021 for this purpose are set forth in Notes 12, Stock option and grant plan, to our audited financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
(2)
The amounts reported in this column represent the aggregate grant date fair value of an option to purchase shares of our common stock granted during the applicable fiscal year, computed in accordance with FASB ASC 718, excluding the effect of estimated forfeitures. The assumptions used to value the options granted in fiscal years 2019, 2020 and 2021 for this purpose are set forth in Note 12, Stock option and grant plan, to our audited financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. With respect to performance-based stock options granted to Mr. Evans and Dr. Ciaramella in fiscal year 2019, the grant date fair value of such options based on the probable outcome of the performance conditions associated with the options on the grant date is $0. If all applicable performance milestones associated with such options were achieved at maximum levels, the grant date fair value of the 2019 performance-based stock options would be $552,901 for Mr. Evans and $132,976 for Dr. Ciaramella.
(3)
Amounts shown represent each NEO’s annual bonus earned under the Beam Therapeutics Inc. 2019 Cash Incentive Plan based on the attainment of corporate performance goals.
(4)
The amount reported for Mr. Evans for fiscal year 2021 includes commuting benefits ($642), 401(k) matching contributions ($8,700) and a cell phone allowance ($1,200). The amount reported for Dr. Ciaramella for fiscal year 2021 includes commuting benefits ($642), 401(k) matching contributions ($8,700) and a cell phone allowance ($1,200). The amount reported for Ms. Burrell for fiscal year 2021 includes commuting benefits ($4,896) and a tax gross-up associated with her commuting benefits ($2,407), 401(k) matching contributions ($8,700) and a cell phone allowance ($1,200).

 

Agreements with our NEOs

Each of our NEOs is party to an amended and restated employment or letter agreement with us that sets forth the terms and conditions of his or her employment. The material terms of the agreements are described below. The terms “cause,” “good reason” and “change in control” referred to below are defined in each respective NEO’s agreement.

Mr. Evans. Our amended and restated letter agreement with Mr. Evans provides for a fixed base salary, subject to annual review by our compensation committee, and a target annual bonus equal to 55% of his annual base salary, which our compensation committee increased to 60% for fiscal year 2022, with the actual amount of the bonus earned based on the terms of the applicable bonus plan developed by our Board or compensation committee. The letter agreement also provides that, for so long as Mr. Evans serves as our CEO, we will nominate him to serve as a member of our Board at each annual meeting of our stockholders at which his then-current term expires, and, if so elected at such meeting, he will continue to serve as a member of our Board.

Mr. Evans’ amended and restated letter agreement contains a perpetual confidentiality covenant and an assignment of intellectual property covenant. Mr. Evans is also party to an Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment

25


Agreement under which he has agreed not to compete with us or solicit our employees, consultants, customers or suppliers during his employment and for one year following his termination of employment and has agreed to a perpetual confidentiality covenant and an assignment of intellectual property covenant.

Dr. Ciaramella. Our amended and restated employment agreement with Dr. Ciaramella provides for a fixed base salary, subject to adjustment by our Board (or a committee thereof), and a target annual bonus equal to 45% of his annual base salary, which our compensation committee increased to 50% for fiscal years 2021 and 2022, with the actual amount of the bonus earned determined by our Board (or a committee thereof), in its discretion, based on Dr. Ciaramella’s performance and corporate performance compared to goals established by our compensation committee.

Dr. Ciaramella’s amended and restated employment agreement contains a perpetual confidentiality covenant and an assignment of intellectual property covenant. Dr. Ciaramella is also party to an Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement under which he has agreed not to compete with us or solicit our employees, consultants, customers or suppliers during his employment and for one year following his termination of employment and has agreed to a perpetual confidentiality covenant and an assignment of intellectual property covenant.

Ms. Burrell. Our amended and restated letter agreement with Ms. Burrell provides for a fixed base salary, subject to periodic review and adjustment by our compensation committee, and a target annual bonus equal to 40% of her annual base salary, with the actual amount of the bonus earned based on our compensation committee’s assessment of individual and corporate performance. Ms. Burrell is also party to an Employee Non-Solicitation, Confidentiality and Assignment Agreement under which she has agreed not to solicit our employees, independent contractors, customers, vendors or suppliers during her employment and for one year following her termination of employment and has agreed to a perpetual confidentiality covenant and an assignment of intellectual property covenant.

Grants of Plan-Based Awards

The following table shows information regarding grants of plan-based awards to our NEOs during the fiscal year ended December 31, 2021.

 

Name

 

Grant Date

 

 

Date of Committee Approval

 

 

Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)

 

 

All Other Stock Awards: Number of Shares of Stock or Units
(#)

 

 

All Other Option Awards: Number of Securities Underlying Options
(#)

 

 

Exercise or Base Price of Option Awards(2)
($)

 

 

Grant Date Fair Value of Stock and Option Awards(3)
($)

 

 

 

 

 

 

 

 

 

Target
($)

 

 

 

 

 

 

 

 

 

 

 

 

 

John Evans

 

 

 

 

 

324,558

 

 

 

 

 

 

 

 

 

 

 

3/31/2021

 

3/24/2021

 

 

 

 

 

 

 

 

 

138,750

 

80.04

 

 

 

7,336,628

 

3/31/2021

 

3/24/2021

 

 

 

 

69,375

 

 

 

 

 

 

5,552,775

 

Giuseppe Ciaramella, Ph.D.

 

 

 

 

 

292,500

 

 

 

 

 

 

 

 

 

 

 

3/31/2021

 

3/24/2021

 

 

 

 

 

 

 

 

 

50,000

 

 

80.04

 

 

 

2,643,830

 

3/31/2021

 

3/24/2021

 

 

 

 

25,000

 

 

 

 

 

 

2,001,000

 

Terry-Ann Burrell

 

 

 

 

 

176,400

 

 

 

 

 

 

 

 

 

 

 

 

3/31/2021

 

3/24/2021

 

 

 

 

 

 

 

 

 

35,000

 

 

80.04

 

 

 

1,850,681

 

3/31/2021

 

3/24/2021

 

 

 

 

17,500

 

 

 

 

 

 

1,400,700

 

(1)
Amounts shown in the “Target ($)” column reflect the target amount payable to each NEO under our annual cash incentive program as described under “Compensation Discussion and Analysis—Annual Performance-Based Cash Bonuses” above. Actual payments made for 2021 are provided in the “Summary Compensation Table” above. As there are no threshold amounts and no maximum amounts with respect to these performance-based cash payments, the columns “Threshold ($)” and “Maximum ($)” are inapplicable and therefore have been omitted from this table.
(2)
The exercise price of these stock options is equal to the closing price of our common stock as reported on the Nasdaq Global Select Market on the grant date.
(3)
These amounts represent the aggregate grant date fair value of awards in 2021, computed in accordance with FASB ASC 718, excluding the effect of estimated forfeitures. The assumptions used to value the awards granted for this purpose are

26


set forth in Note 12, Stock option and grant plan, to our audited financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

 

Outstanding Awards at Fiscal Year-End

The following table sets forth information concerning outstanding equity awards held by our NEOs as of December 31, 2021.

 

 

 

Option Awards

 

Stock Awards

Name

 

Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)

 

Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)

 

Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)

 

Option
Exercise
Price
($/share)

 

Option
Expiration
Date

 

Number
of Shares
of Stock
that Have
not Vested
(#)

 

Market Value
of Shares of
Stock That
Have Not
Vested
(1)
($)

John Evans

 

  —

 

  —

 

  —

 

  —

 

  —

 

  2,969

(2)

  236,600

 

 

  —

 

  —

 

  —

 

  —

 

  —

 

  17,727

(3)

  1,412,665

 

 

  —

 

  —

 

  —

 

  —

 

  —

 

  69,375

(4)

  5,528,494

 

 

  33,112

 

  66,224

 

  99,336

 

  0.67

 

5/8/2028

(5)

  —

 

  —

 

 

  373,102

 

  11,243

 

  —

 

  1.03

 

7/13/2028

(6)

  —

 

  —

 

 

  17,988

 

  35,976

 

  53,965

 

  4.22

 

2/13/2029

(7)

  —

 

  —

 

 

  120,791

 

  102,209

 

  —

 

  7.22

 

5/17/2029

(8)

  —

 

  —

 

 

  26,015

 

  112,735

 

  —

 

  80.04

 

3/31/2031

(9)

  —

 

  —

Giuseppe Ciaramella, Ph.D.

 

  —

 

  —

 

  —

 

  —

 

  —

 

  25,000

(10)

  1,992,250

 

 

  9,105

 

  18,212

 

  27,318

 

  0.67

 

5/8/2028

(11)

  —

 

  —

 

 

  184,319

 

  11,383

 

  —

 

  0.67

 

5/8/2028

(12)

  —

 

  —

 

 

  80,538

 

  5,408

 

  —

 

  1.03

 

7/13/2028

(13)

  —

 

  —

 

 

  4,326

 

  8,652

 

  12,979

 

  4.22

 

2/13/2029

(14)

  —

 

  —

 

 

  33,891

 

  55,755

 

  —

 

  7.22

 

5/17/2029

(15)

  —

 

  —

 

 

  12,622

 

  10,681

 

  —

 

  7.22

 

5/31/2029

(16)

  —

 

  —

 

 

  155,579

 

  276,734

 

  —

 

  17.00

 

2/5/2030

(17)

  —

 

  —

 

 

  9,375

 

  40,625

 

 

 

80.04

 

3/31/2031

(18)

  —

 

  —

Terry-Ann Burrell

 

  —

 

  —

 

  —

 

  —

 

  —

 

  17,500

(19)

  1,394,575

 

 

  120,336

 

  162,605

 

  —

 

  13.68

 

8/31/2029

(20)

  —

 

  —

 

 

  6,562

 

  28,438

 

  —

 

  80.04

 

3/31/2031

(21)

  —

 

  —

(1)
Based on the closing price of a share of our common stock on December 31, 2021 ($79.69).
(2)
Represents 228,068 restricted shares of our common stock granted on August 17, 2017, of which 85,594 restricted shares vested in equal monthly installments through January 3, 2018, and, after giving effect to an amendment to the grant, the remaining 142,474 restricted shares vest in 48 equal monthly installments following January 8, 2018, generally subject to Mr. Evans’ continued employment with us through the applicable vesting date.
(3)
Represents 850,889 restricted shares of our common stock granted on January 8, 2018, which, after giving effect to an amendment to the grant, vest in 48 equal monthly installments following the grant date, generally subject to Mr. Evans’ continued employment with us through the applicable vesting date.
(4)
Represents 69,375 RSUs, each representing the right to receive one share of our common stock, granted on March 31, 2021, which vest in equal annual installments on the first four anniversaries of the grant date, generally subject to Mr. Evans’ continued employment with us through the applicable vesting date.
(5)
Represents an option to purchase 198,672 shares of our common stock granted on May 8, 2018, which vests as to 50% of the underlying shares upon the achievement of certain development milestones related to gene editing applications and as to 50% of the underlying shares upon the achievement of a closing price hurdle following our IPO (which closing price hurdle has been achieved), with any such options for which performance-based criteria also subject to further time-based vesting requirements (vesting in three equal tranches on December 31, 2021, June 30, 2022 and December 31, 2022), in each case, generally subject to Mr. Evan’s continued employment with us through such dates.

27


(6)
Represents an option to purchase 539,645 shares of our common stock granted on July 13, 2018, which vested as to 25% of the underlying shares on January 8, 2019 and vests in 36 equal monthly installments thereafter, generally subject to Mr. Evans’ continued employment with us through the applicable vesting date.
(7)
Represents an option to purchase 107,929 shares of our common stock granted on February 13, 2019, which vests as to 50% of the underlying shares upon the achievement of certain development milestones related to gene editing applications and as to 50% of the underlying shares upon the achievement of a closing price hurdle following our IPO (which closing price hurdle has been achieved), with any such options for which performance-based criteria also subject to further time-based vesting requirements (vesting in three equal tranches on December 31, 2021, June 30, 2022 and December 31, 2022), in each case, generally subject to Mr. Evans' continued employment with us through such dates.
(8)
Represents an option to purchase 223,000 shares of our common stock granted on May 17, 2019, which vested as to 25% of the underlying shares on October 1, 2020 and vests in 36 equal monthly installments thereafter, generally subject to Mr. Evans’ continued employment with us through the applicable vesting date.
(9)
Represents an option to purchase 138,750 shares of our common stock granted on March 31, 2021, which vests in 48 equal monthly installments, generally subject to Mr. Evans’ continued employment with us through the applicable vesting date.
(10)
Represents 25,000 RSUs, each representing the right to receive one share of our common stock, granted on March 31, 2021, which vest in equal annual installments on the first four anniversaries of the grant date, generally subject to Dr. Ciaramella’s continued employment with us through the applicable vesting date.
(11)
Represents an option to purchase 54,635 shares of our common stock granted on May 8, 2018, which vests as to 50% of the underlying shares upon the achievement of certain development milestones related to gene editing applications and as to 50% of the underlying shares upon the achievement of a closing price hurdle following our IPO (which closing price hurdle has been achieved), with any such options for which performance-based criteria also subject to further time-based vesting requirements (vesting in three equal tranches on December 31, 2021, June 30, 2022 and December 31, 2022), in each case, generally subject to Dr. Ciaramella’s continued employment with us through such dates.
(12)
Represents an option to purchase 273,175 shares of our common stock granted on May 8, 2018, which vested as to 25% of the underlying shares on February 26, 2019 and vests in 36 equal monthly installments thereafter, generally subject to Dr. Ciaramella’s continued employment with us through the applicable vesting date.
(13)
Represents an option to purchase 129,788 shares of our common stock granted on July 13, 2018, which vested as to 25% of the underlying shares on February 26, 2019 and vests in 36 equal monthly installments thereafter, generally subject to Dr. Ciaramella’s continued employment with us through the applicable vesting date.
(14)
Represents an option to purchase 25,957 shares of our common stock granted on February 13, 2019, which vests as to 50% of the underlying shares upon the achievement of certain development milestones related to gene editing applications and as to 50% of the underlying shares upon the achievement of a closing price hurdle following our IPO (which closing price hurdle has been achieved), with any such options for which performance-based criteria also subject to further time-based vesting requirements (vesting in three equal tranches on December 31, 2021, June 30, 2022 and December 31, 2022), in each case, generally subject to Dr. Ciaramella’s continued employment with us through such dates.
(15)
Represents an option to purchase 121,646 shares of our common stock granted on May 17, 2019, which vested as to 25% of the underlying shares on October 1, 2020 and vests in 36 equal monthly installments thereafter, generally subject to Dr. Ciaramella’s continued employment with us through the applicable vesting date.
(16)
Represents an option to purchase 23,303 shares of our common stock granted on May 31, 2019, which vested as to 25% of the underlying shares on October 1, 2020 and vests in 36 equal monthly installments thereafter, generally subject to Dr. Ciaramella’s continued employment with us through the applicable vesting date.
(17)
Represents an option to purchase 510,893 shares of our common stock granted on February 5, 2020, which vests as to 25% of the underlying shares on February 5, 2021 and vests in 36 equal monthly installments thereafter, generally subject to Dr. Ciaramella’s continued employment with us through the applicable vesting date.
(18)
Represents an option to purchase 50,000 shares of our common stock granted on March 31, 2021, which vests in 48 equal monthly installments, generally subject to Dr. Ciaramella’s continued employment with us through the applicable vesting date.
(19)
Represents 17,500 RSUs, each representing the right to receive one share of our common stock, granted on March 31, 2021, which vest in equal annual installments on the first four anniversaries of the grant date, generally subject to Ms. Burrell’s continued employment with us through the applicable vesting date.

28


(20)
Represents an option to purchase 390,250 shares of our common stock granted on August 31, 2019, which vested as to 25% of the underlying shares on August 20, 2020 and vests in 36 equal monthly installments thereafter, generally subject to Ms. Burrell’s continued employment with us through the applicable vesting date.
(21)
Represents an option to purchase 35,000 shares of our common stock granted on March 31, 2021, which vests in 48 equal monthly installments, generally subject to Ms. Burrell’s continued employment with us through the applicable vesting date.

Options Exercised and Stock Vested

The following table sets forth, for each of our NEOs, information with respect to the exercise of stock options or vesting of stock awards during the fiscal year ended December 31, 2021.

Option Awards

Stock Awards

Name

 

Number of Shares Acquired on Exercise
(#)

 

Value Realized on Exercise(1) 
($)

Number of Shares Acquired on Vesting (#)

Value Realized on Vesting(2)
($)

John Evans

18,000

          1,615,440

     248,340

 (3)

    19,790,215

Giuseppe Ciaramella, Ph.D.

         172,322

        14,851,929

  —

  —

Terry-Ann Burrell

         100,000

          9,182,356

(1)
The value realized upon the exercise of stock option awards does not represent proceeds from any sale of any common stock acquired upon exercise but is determined by multiplying the number of shares acquired upon exercise by the difference between the per share exercise price of the option and the closing price of our common stock on the Nasdaq Global Select Market on each day of exercise.
(2)
The value realized upon vesting of restricted stock is calculated by multiplying the number of shares of restricted stock vested by the closing price of our common stock on the Nasdaq Global Select Market on the vest date.
(3)
Represents shares of common stock granted to John Evans in August 2017 and January 2018 that vested during fiscal year 2021.

Severance Upon Termination of Employment; Change in Control.

Mr. Evans. Under his amended and restated letter agreement, if Mr. Evans’s employment is terminated by us without cause or by him for good reason, he will be entitled to receive (i) continued payment of his base salary for a period of 12 months, (ii) an amount equal to his target annual bonus for the year of termination, pro-rated to reflect the portion of the calendar year during which he was employed, (iii) continued vesting for 12 months of any unvested equity awards, (iv) extended exercisability of the options granted to him on May 8, 2018 and July 13, 2018 until the earlier of the expiration of the original term and the date that is 24 months following his termination and (v) payment of his full COBRA premiums for 12 months following his termination (or, if earlier, until the date on which Mr. Evans becomes eligible for coverage under a subsequent employer’s medical plan), subject to his eligibility for, and timely election of, COBRA coverage.

In the event of a change in control, any unvested equity awards held by Mr. Evans, other than the portion of such equity awards that would otherwise have vested during the six-month period following such change in control (referred to as the “carved-out equity”), will become fully vested and exercisable. The carved-out equity will remain outstanding and eligible to vest in accordance with its terms. Under his amended and restated letter agreement, if Mr. Evans’s employment is terminated by us without cause or by him for good reason within 12 months following or within 30 days immediately prior to the change in control, he will be entitled to receive (i) continued payment of his base salary for a period of 18 months following termination, (ii) an amount equal to 1.5 multiplied by his target annual bonus for the year of termination, (iii) immediate vesting of any unvested equity awards, (iv) extended exercisability of the options granted to him on May 8, 2018 and July 13, 2018 until the earlier of the expiration of the original term and the date that is 24 months following his termination and (v) payment of his full COBRA premiums for 18 months following his termination (or, if earlier, until the date on which Mr. Evans becomes eligible for coverage under a subsequent employer’s medical plan), subject to his eligibility for, and timely election of, COBRA coverage.

Dr. Ciaramella. Under his amended and restated employment agreement, if Dr. Ciaramella’s employment is terminated by us without cause or by him for good reason, he will be entitled to receive (i) continued payment of his base salary for a period of 12 months, (ii) an amount equal to his target annual bonus for the year of termination, pro-rated to reflect the portion of the calendar year during which he was employed, (iii) continued vesting for 12 months of any unvested equity awards and (iv) payment of his full COBRA premiums for 12 months following his termination (or, if earlier, until the date on which Dr. Ciaramella becomes eligible for coverage under a subsequent employer’s medical plan), subject to his eligibility for, and timely election of, COBRA coverage.

29


In the event of a change in control, 50% of the unvested equity awards held by Dr. Ciaramella, other than the portion of such equity awards that would otherwise have vested during the six-month period following such change in control (referred to as the “carved-out equity”), will become fully vested and exercisable. The carved-out equity will remain outstanding and eligible to vest in accordance with its terms. Under his amended and restated employment agreement, if Dr. Ciaramella’s employment is terminated by us without cause or by him for good reason within 12 months following or within 30 days immediately prior to the change in control, he will be entitled to receive (i) continued payment of his base salary for a period of 12 months, (ii) an amount equal to his target annual bonus for the year of termination, (iii) immediate vesting of any unvested equity awards and (iv) payment of his full COBRA premiums for 12 months following his termination (or, if earlier, until the date on which Dr. Ciaramella becomes eligible for coverage under a subsequent employer’s medical plan), subject to his eligibility for, and timely election of, COBRA coverage.

Ms. Burrell. Under her amended and restated letter agreement, if Ms. Burrell’s employment is terminated by us without cause, she will be entitled to receive (i) continued payment of her base salary for a period of 12 months and (ii) payment of a portion of her COBRA premiums for 12 months following her termination (or, if earlier, until the date on which Ms. Burrell becomes eligible for coverage under a subsequent employer’s medical plan) in an amount equal to the employer portion of such premiums for active employees, subject to her eligibility for, and timely election of, COBRA coverage.

Under her amended and restated letter agreement, if Ms. Burrell’s employment is terminated by us without cause or by her for good reason within 12 months following or within 30 days immediately prior to a change in control, she will be entitled to receive (i) continued payment of her base salary for a period of 12 months following termination, (ii) an amount equal to her target annual bonus for the year of termination, (iii) immediate vesting of any unvested equity awards and (iv) payment of a portion of her COBRA premiums for 12 months (or, if earlier, until the date on which Ms. Burrell becomes eligible for coverage under a subsequent employer’s medical plan) in an amount equal to the employer portion of such premiums for active employees, subject to her eligibility for, and timely election of, COBRA coverage.

Severance Subject to Release of Claims. Our obligation to provide an executive with severance payments and other benefits under the executive’s amended and restated employment or letter agreement is conditioned on the executive signing a release of claims in favor of us. In addition, our obligation to provide Mr. Evans with severance payments and other benefits under his amended and restated letter agreement is conditioned on his remaining available to provide consulting services to us as reasonably requested by our Board.

Estimated Payment and Benefits Upon Termination or Change in Control

The amount of compensation and benefits payable to each NEO who was employed on December 31, 2021 under their current employment agreements in various termination and change in control situations has been estimated in the table below. The value of the equity award vesting acceleration was calculated based on the assumption that the change in control and the NEO’s employment termination occurred on December 31, 2021. The per share closing price of our stock on the Nasdaq Global Select Market as of December 31, 2021 was $79.69, which was used as the value of a share of our stock for the calculations below. The value of the option vesting acceleration was calculated by multiplying the number of unvested shares underlying stock options subject to vesting acceleration as of December 31, 2021 by the difference between the closing price of our common stock as reported on the Nasdaq Global Select Market on December 31, 2021 and the exercise price for such unvested stock options. The value of the RSU vesting acceleration was calculated by multiplying the number of unvested RSUs subject to vesting acceleration as of December 31, 2021 by the closing price of our common stock as reported on the Nasdaq Global Select Market on December 31, 2021.

 

Name/Triggering Event

 

Cash Severance
($)

 

 

Bonus Payment
($)

 

 

Health Care Continuation
($)

 

 

Value of Equity Acceleration
($)
(1)

 

 

Total
($)

 

John Evans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Qualifying Termination(2)

 

590,105

 

(3)​

 

324,558

 

(4)​

 

21,473

 

(5)​

 

15,904,034

 

(6)​

 

16,640,170

 

Change in Control

 

 

 

 

 

 

 

 

25,429,749

 

(7)​

 

25,429,749

 

Change in Control with a Qualifying Termination(2)

 

885,158

 

(8)​

 

486,837

 

(9)​

 

32,210

 

(10)​

 

35,339,617

 

(11)​

 

36,743,822

 

Giuseppe Ciaramella, Ph.D.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Qualifying Termination(2)

 

585,000

 

(3)​

 

292,500

 

(4)​

 

21,473

 

(5)​

 

14,548,069

 

(6)​

 

15,447,042

 

Change in Control

 

 

 

 

 

 

 

 

 

 

 

12,588,602

 

(12)​

 

12,588,602

 

Change in Control with a Qualifying Termination(2)

 

 

585,000

 

(3)​

 

292,500

 

(4)​

 

21,473

 

(5)​

 

30,710,471

 

(11)​

 

31,609,444

 

Terry-Ann Burrell

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Not for Cause Termination

 

441,000

 

(3)​

 

 

 

21,473

 

(5)​

 

 

462,473

 

Change in Control with a Qualifying Termination(2)