John Evans
Beam TherapeuticsAbout John Evans
John Evans, 47, has served as Chief Executive Officer and as a director of Beam Therapeutics since January 2017; his background spans company-building, corporate development, and drug development across leading biotech firms . He holds an MBA in Healthcare Management from Wharton, an MS in Biotechnology from the University of Pennsylvania, and a BA in English from Yale University . Beam’s pay-versus-performance disclosure includes TSR and net loss relationship graphs, but does not provide specific TSR values for inclusion here . Evans signed the 2025 Annual Meeting notice in his capacity as CEO and director, evidencing ongoing governance responsibilities .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Agios Pharmaceuticals | Senior Vice President, Corporate Development & Portfolio Leadership | 2009–2017 | Early employee and leadership team member; company builder and dealmaker experience |
| Infinity Pharmaceuticals | Executive (role not further specified) | Not disclosed | Pre-Agios experience; biotech operating background |
| McKinsey & Company (Pharma Practice) | Consultant | Not disclosed | Strategy advisory in pharma; analytical rigor |
| MedImmune | Executive (role not further specified) | Not disclosed | Biotech operations exposure |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Orbital Therapeutics, Inc. | Director | Since Sep 2022 | mRNA therapeutics focus |
| ARCH Venture Partners | Venture Partner | Apr 2017–Mar 2021 | Venture experience, company formation |
| Verve Therapeutics | Director | Aug 2018–Aug 2022 | Gene editing peer governance |
| Prime Medicines Inc. | Director | Sep 2019–Sep 2022 | Gene editing peer governance |
Fixed Compensation
Multi-year compensation for Evans (principal executive officer):
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 715,750 | 2,560,600 | 2,615,021 | 515,340 | 2,920 | 6,409,631 |
| 2023 | 685,000 | 1,722,375 | 3,423,499 | 431,550 | 17,675 | 6,280,099 |
| 2022 | 650,000 | 3,223,125 | 5,163,300 | 448,500 | 11,820 | 9,496,745 |
2024 base salary and bonus detail:
| Metric | 2024 |
|---|---|
| Base Salary ($) | 715,750 |
| Target Bonus (%) | 60% |
| Target Cash Incentive ($) | 429,450 |
| Actual Cash Incentive Paid ($) | 515,340 |
Performance Compensation
Annual cash incentive design and 2024 payout:
| Metric Category | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Clinical goals | Not disclosed | Not disclosed | Strong corporate performance | 120% of target | Subjective committee assessment |
| R&D goals | Not disclosed | Not disclosed | Strong corporate performance | 120% of target | Subjective committee assessment |
| Manufacturing goals | Not disclosed | Not disclosed | Strong corporate performance | 120% of target | Subjective committee assessment |
| Commercial goals | Not disclosed | Not disclosed | Strong corporate performance | 120% of target | Subjective committee assessment |
| Organizational goals | Not disclosed | Not disclosed | Strong corporate performance | 120% of target | Subjective committee assessment |
| Financial goals | Not disclosed | Not disclosed | Strong corporate performance | 120% of target | Subjective committee assessment |
2024 equity grants and vesting for Evans:
| Grant Date | Instrument | Shares | Exercise Price | Vesting | Notes |
|---|---|---|---|---|---|
| 1/31/2024 | Stock Options | 155,000 | $24.40 | 48 equal monthly installments | Annual grant approved 11/28/2023 |
| 3/31/2024 | RSUs | 77,500 | N/A | Equal annual installments over four anniversaries | Annual grant approved 11/28/2023 |
Unvested RSUs outstanding as of 12/31/2024 (Evans):
| RSU Grant Year | Unvested Shares (#) | Vesting Terms |
|---|---|---|
| 2021 | 17,344 | Four equal annual installments from grant date |
| 2022 | 28,125 | Four equal annual installments from grant date |
| 2023 | 42,188 | Four equal annual installments from grant date |
| 2024 | 77,500 | Four equal annual installments from grant date |
Selected outstanding options (Evans) as of 12/31/2024:
| Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Notes |
|---|---|---|---|---|
| 198,672 | — | 0.67 | 5/8/2028 | 2018 grant; special vesting conditions |
| 237,141 | — | 1.03 | 7/13/2028 | 2018 grant; time-based monthly vest |
| 107,929 | — | 4.22 | 2/13/2029 | 2019 grant; milestone and price hurdle vest |
| 196,904 | — | 7.22 | 5/17/2029 | 2019 grant; time-based monthly vest |
| 130,078 | 8,672 | 80.04 | 3/31/2031 | 2021 grant; 48 monthly vest |
| 82,031 | 30,469 | 69.21 | 1/31/2032 | 2022 grant; 48 monthly vest |
| 25,781 | 86,719 | 43.45 | 1/31/2033 | 2023 grant; 48 monthly vest |
| 35,520 | 119,480 | 24.40 | 1/31/2034 | 2024 grant; 48 monthly vest |
2024 exercises/vesting activity (trading pressure indicator):
| Metric | 2024 (Evans) |
|---|---|
| Options Exercised (#) | — |
| RSUs Vested (#) | 45,469 |
| Value Realized on Vesting ($) | 1,502,296 |
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 1,973,641 |
| Ownership (%) | 1.9% |
| Includes options exercisable within 60 days | 1,062,207 shares |
| Includes trust-held shares | 103,000 (John M. Evans, III 2018 Irrevocable Trust) |
- Anti-hedging and anti-pledging policies prohibit pledging Company stock and speculative transactions; quarterly and event-based trading blackouts apply .
- Stock ownership guidelines may be recommended by the compensation committee, but specific multiples/requirements are not disclosed in the proxy .
Employment Terms
Key terms of Evans’ amended and restated letter agreement:
- Board nomination covenant while serving as CEO .
- Non-compete and non-solicitation: one year post-termination; perpetual confidentiality and IP assignment covenants .
- Severance (without cause / good reason): 12 months salary; pro-rated target bonus; continued vesting for 12 months; extended exercisability on certain 2018 options; 12 months COBRA premiums .
- Change-in-control (single trigger): all unvested equity fully vests except “carved-out equity” scheduled to vest within 6 months; carved-out equity continues on schedule .
- Change-in-control with qualifying termination (double trigger): 18 months salary; 1.5x target bonus; immediate vesting of all unvested equity; extended exercisability on certain 2018 options; 18 months COBRA premiums .
- 280G cutback applies to avoid excise tax gross-ups; no tax gross-ups provided .
Estimated severance/change-in-control economics (assumes event on 12/31/2024; stock at $24.80):
| Trigger | Cash Severance ($) | Bonus Payment ($) | Health Care Continuation ($) | Value of Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|---|
| Qualifying Termination | 715,750 | 429,450 | 24,526 | 1,623,631 | 2,793,357 |
| Change in Control (equity only) | — | — | — | 2,527,804 | 2,527,804 |
| Change in Control + Qualifying Termination | 1,073,625 | 644,175 | 36,788 | 4,143,686 | 5,898,274 |
Board Governance
- Director classification: Class III; age 47; current Board size eight directors .
- Committee memberships: Evans is not listed on audit, compensation, nominating & corporate governance, or science & technology committees; committees are composed solely of independent directors .
- Board meetings and attendance: Board held four meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; non-employee directors met in executive session during each regular Board meeting .
- Director compensation: Evans receives no compensation for director service; director pay applies only to non-employee directors .
Director Compensation (policy context for dual-role)
- Non-employee director cash retainers and chair fees (Evans not eligible as employee director): Board member $45,000; Board Chair $75,000; Lead Independent Director $75,000; committee member/chair fees per committee as disclosed .
- New director equity: ~$770,000 options at appointment; annual option grants ~$385,000; vesting as specified .
Compensation Peer Group and Shareholder Feedback
- 2024 compensation peer group includes gene editing/biotech peers (e.g., CRISPR Therapeutics, Intellia, Verve, Prime Medicines, etc.) .
- 2024 say-on-pay support: ~98% approval; committee maintained general approach in 2025 given strong support .
- 2025 advisory say-on-pay proposal included in proxy .
Compensation Structure Analysis
- Mix and philosophy: Beam targets a performance orientation with significant variable, at-risk pay; equity grants use a 2:1 ratio of option shares to RSUs to balance upside with retention value .
- Year-over-year equity mix: Evans’ RSU grant-date value rose in 2024 vs 2023 ($2.56M vs $1.72M) while option grant-date value declined ($2.62M vs $3.42M), indicating a modest shift toward RSUs in 2024; 2022 option value was higher ($5.16M) reflecting earlier-stage incentives .
- Clawback compliance policy aligned with Nasdaq Rule 10D-1; recovery covers 3 fiscal years and can reach 100% for misconduct/fraud contributing to restatements .
- Anti-hedging/anti-pledging policies and blackout periods mitigate misalignment risks .
Risk Indicators & Red Flags
- Anti-pledging and anti-hedging policy in place; prohibited transactions include margin purchases, short sales, derivatives, and pledging .
- No change-in-control tax gross-ups; Section 280G cutback provisions to maximize after-tax outcomes without excise tax exposure .
- Option repricing without shareholder approval is disallowed .
- Compensation committee independence and use of independent consultant (Pay Governance) confirmed; no interlocks or insider participation by Evans on compensation committee (he is not a member) .
Investment Implications
- Alignment and retention: Evans holds material equity with 1.9% beneficial ownership and over 1.06M options exercisable within 60 days, plus multiple RSU tranches vesting through 2028; vesting cadence suggests ongoing retention incentives and potential periodic share settlement supply from RSUs .
- Near-term selling pressure: Evans did not exercise options in 2024, but 45,469 RSUs vested (value realized ~$1.50M), indicating settlement-related flow rather than opportunistic option exercises; anti-pledging and blackout policies further reduce speculative trading risk .
- Pay-for-performance: 2024 bonuses paid at 120% of target based on achievement of clinical, R&D, manufacturing, commercial, organizational, and financial goals; while goals are assessed subjectively, strong payout underscores execution momentum, a supportive signal for investors tracking milestone-driven biotechs .
- Change-in-control economics: Double-trigger protection (18 months salary, 1.5x target bonus, full acceleration) could incentivize value-maximizing transactions but also create equity overhang upon a deal; magnitude is clearly disclosed, aiding scenario analysis for M&A or strategic partnerships .