H. Edward Fleming
CRISPR TherapeuticsAbout H. Edward Fleming
H. Edward Fleming, Jr., M.D. (age 62) has served as an independent director of CRISPR Therapeutics since June 2021. He is Executive Vice President, Commercial at Enavate Sciences (since Nov 2022), and previously was a Senior Partner at McKinsey & Company, where he led the global R&D practice (1997–2022). He holds a B.A. in Chemistry from Harvard and an M.D. from Vanderbilt, with internal medicine training at Johns Hopkins and subspecialty training in pulmonary/critical care at UCSF .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Senior Partner; Global leader, R&D practice | Jan 1997–Aug 2022 | Led global R&D practice; advised biopharma on strategy and operational performance |
| Johns Hopkins Hospital | Internal medicine training | Not specified | Medical training |
| University of California, San Francisco | Pulmonary & critical care subspecialty training | Not specified | Medical subspecialty training |
External Roles
| Organization | Role | Tenure | Exchange/Ticker | Committees/Notes |
|---|---|---|---|---|
| Enavate Sciences | Executive Vice President, Commercial | Nov 2022–present | Private/VC platform | Invests in and builds therapeutic companies |
| Upstream Bio, Inc. | Director | Jun 2023–present | Nasdaq: UPB | Not disclosed |
| Sionna Therapeutics, Inc. | Director | Mar 2024–present | Nasdaq: SION | Not disclosed |
| Vanderbilt School of Basic Sciences | Board of Visitors member | Not specified | — | Advisory board role |
| Several private companies | Director | Not specified | Private | Not disclosed |
Board Governance
- Independence: Board determined Fleming and all non-employee directors are independent under SEC/Nasdaq rules (including Rule 10C-1; audit members under Rule 10A-3) .
- Committee assignments: Member, Compensation Committee (2024); nominated for re-election to Compensation Committee for the 2025–2026 term; not chair (chair in 2024 was Dr. George; proposed chair post-AGM to be Dr. Morrison) .
- Attendance: Board held 5 formal meetings in 2024; each director then in office attended at least 75% of aggregate board and committee meetings; Compensation Committee held 5 meetings, Audit Committee 4, Nominating Committee 1 in 2024 .
- Lead Independent Director: Douglas A. Treco, Ph.D.; responsibilities include presiding at executive sessions, agenda input, liaison with independent directors, and shareholder engagement .
- Board size and elections: Fleming stood for re-election at the June 5, 2025 AGM; Board proposed increasing maximum size to 11 .
Fixed Compensation
| Component (Policy) | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $50,000 | Paid quarterly; prorated if partial year |
| Chair of Board premium | $65,000 (chair) | Not applicable to Fleming |
| Audit Committee member | $10,000; $20,000 (chair) | Not applicable to Fleming |
| Compensation Committee member | $7,500; $15,000 (chair) | Fleming member; not chair |
| Nominating Committee member | $5,000; $10,000 (chair) | Not applicable to Fleming |
| Lead Independent Director premium | $15,000 | Not applicable to Fleming |
| 2024 cash fees earned (Fleming) | $55,426 | Reflects retainer plus committee fee |
Additional governance votes impacting director compensation (aggregate limits for Board):
- Max non-performance cash for Board (2025 AGM to 2026 AGM): $670,000 .
- Max equity grant date value for Board (2025 AGM to 2026 AGM): $12,389,198 .
Performance Compensation
| Equity Element | Grant Size / Value | Vesting / Terms | 2024 Disclosure |
|---|---|---|---|
| Annual director stock option (returning directors) | 13,000 options per director | 12 equal monthly installments; fully vested by 1 year; 10-year term; exercise price = FMV at grant; accelerates on death/disability/sale | Fleming’s 2024 option award fair value: $409,680 |
| Initial director stock option (new director) | 26,000 options | Vests monthly over 3 years; 10-year term; FMV exercise price; acceleration on death/disability/sale | Not applicable to Fleming in 2024 |
No director performance-based metrics (TSR, EBITDA, ESG) tied to director equity awards are disclosed; director equity is time-based options per policy .
Other Directorships & Interlocks
| Company | Relationship to CRSP | Potential Interlock/Conflict |
|---|---|---|
| Upstream Bio (UPB) | Biotech (clinical-stage) | None disclosed with CRISPR Therapeutics; no related-party transactions involving Fleming reported |
| Sionna Therapeutics (SION) | Biopharma (clinical-stage) | None disclosed with CRISPR Therapeutics; no related-party transactions involving Fleming reported |
| Enavate Sciences | Biotech VC platform | External executive role; no CRSP transactions disclosed involving Fleming |
Expertise & Qualifications
- Strategic and operational leadership in biopharma R&D from McKinsey (Senior Partner; global R&D practice lead) .
- Medical training and subspecialty in pulmonary/critical care (Johns Hopkins; UCSF) .
- Governance and commercialization expertise via Enavate Sciences and public company boards (UPB, SION) .
- Academic advisory experience (Vanderbilt School of Basic Sciences Board of Visitors) .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Breakdown | Pledging/Hedging |
|---|---|---|---|---|
| H. Edward Fleming, Jr., M.D. | 63,000 | <1% | Options exercisable within 60 days: 63,000 | Company policy prohibits hedging/pledging by directors |
| Options held (as of Dec 31, 2024) | 48,667 options outstanding | — | Per director comp table footnote | Prohibition applies |
Governance Assessment
- Board effectiveness: Fleming contributes domain expertise in biopharma R&D and commercialization; his service on the Compensation Committee supports alignment of pay programs with strategy; committee independence and use of an independent consultant (Alpine) are positives .
- Independence and engagement: Independent under SEC/Nasdaq; attends ≥75% of meetings; Compensation Committee met five times in 2024, indicating active oversight .
- Compensation and alignment: Fleming’s 2024 director compensation is predominantly equity via time-vested options ($409,680) vs cash fees ($55,426), aligning incentives with shareholder value creation while avoiding performance metric gaming; hedging/pledging is prohibited .
- Conflicts/related-party exposure: No related-party transactions involving Fleming disclosed; registered direct offering transactions involved other director-affiliated entities (SR One via Dr. George) but not Fleming .
- RED FLAGS: None disclosed specific to Fleming. No low attendance, no related-party transactions, no tax gross-ups, and no option repricing noted; company policy prohibits hedging/pledging .
Overall signal: Independent, engaged compensation committee member with strong sector expertise; equity-heavy director pay and prohibitions on hedging/pledging support ownership alignment. No disclosed conflicts tied to Fleming that would impair investor confidence .