James Kasinger
CRISPR TherapeuticsAbout James R. Kasinger
CRISPR Therapeutics’ General Counsel and Secretary since May 2017; age 53 as of March 31, 2025; J.D. Boston College Law School and B.A. Wheaton College . He oversees legal, governance, compliance and IP; prior roles include General Counsel/Secretary at Moderna (2014–2017) and partner at Goodwin Procter LLP . Company-level performance context during his tenure: CRISPR’s reported total shareholder return (value of $100 investment) was $124.42 (2021), $66.74 (2022), $102.78 (2023), and $64.63 (2024); net income/(loss) was $377.7M (2021), $(650.2)M (2022), $(153.6)M (2023), $(366.3)M (2024), reflecting milestone-driven and collaboration-related revenue variability and limited use of financial performance metrics in pay decisions . The company states it generally did not use financial performance measures to link executive compensation to performance in 2020, 2021, 2023 or 2024; 2024 bonus outcomes were based on corporate and individual operational goals rather than revenue/EBITDA .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CRISPR Therapeutics AG | General Counsel & Secretary | May 2017–present | Leads legal, governance, compliance, and IP; supports strategic partnerships, financing, and commercialization governance . |
| Moderna, Inc. | General Counsel & Secretary | 2014–2017 | Built legal and governance functions at a high-growth biotech platform . |
| Goodwin Procter LLP | Partner | Prior to 2014 | Represented life sciences, technology and growth companies; capital markets, M&A, and corporate governance counsel . |
| Testa, Hurwitz & Thibeault | Attorney | Early career | Corporate and securities practice foundation . |
External Roles
- No public-company directorships or external board roles disclosed for Mr. Kasinger in the latest proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 (as of Jan 1) |
|---|---|---|---|---|
| Base Salary ($) | $450,000 | $465,800 | $479,774 | $494,167 |
| Target Bonus (%) | — | 45% | 45% | 45% |
| Actual Bonus Paid ($) | $247,050 | $255,724 | $263,396 | — |
Notes:
- 2024 corporate goals weighting: 65% program goals, 20% platform/capabilities, 15% G&A . Board approved up to 125% company achievement; individual total achievement level for NEOs (incl. Kasinger) set at 122% for 2024 .
Performance Compensation
Annual bonus framework and 2024 payout
| Metric category | Weighting | Target | Actual assessment | Payout basis |
|---|---|---|---|---|
| Program goals (CAR-T, in vivo, hemoglobinopathies, regen med) | 65% | 100% | Exceeded base goals; Board approved up to 125% company achievement | 122% total achievement for NEOs including individual factor |
| Platform & capabilities (science/manufacturing) | 20% | 100% | Advanced platform activities | Included in 122% total |
| G&A (fiscal discipline, partnerships) | 15% | 100% | Advanced partnerships, fiscal management | Included in 122% total |
Equity awards and vesting (focus on 2024–2025 cycle)
| Grant date | Instrument | Shares/Options | Exercise price | Vesting terms | Grant-date FV ($) |
|---|---|---|---|---|---|
| 3/20/2024 | RSU | 25,000 | — | RSUs generally vest in 4 equal annual installments, subject to service | 1,823,500 |
| 3/20/2024 | Stock options | 33,333 | $72.94 | Options vest 1/48 monthly over 4 years, subject to service | 1,521,985 |
| 10/16/2024 | Stock options | 18,333 | $49.00 | 1/48 monthly over 4 years | 547,423 |
| 10/16/2024 | RSU (retention) | 30,000 | — | Vests per award; RSUs generally 4 annual installments | 1,470,000 |
| Mar 2025 | Stock options | 36,666 (annual cycle) | — | 1/48 monthly over 4 years | — (reported in 2026 proxy per SEC rules) |
| Mar 2025 | RSU | 27,500 (annual cycle) | — | RSUs vest annually over 4 years | — (reported in 2026 proxy) |
Policy highlights:
- Bi-annual granting cadence: options in Q3/Q4 tied to current-year performance; balance of options/RSUs in Q1 of following year; options vest monthly over 4 years; RSUs time-based .
- Retention-focused RSU in Oct 2024: 30,000 RSUs to Kasinger vest in full on the third anniversary (for select executive retention awards described); Kasinger’s retention grant is specifically 30,000 RSUs; the proxy describes third-anniversary vesting for the 2024 retention awards granted to Prasad (15,000) and Kasinger (30,000) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 446,747 shares; “<1%” of outstanding (based on 86,188,107 shares outstanding as of Mar 15, 2025) . |
| Trading plans (Item 408/10b5‑1) | Adopted 10b5‑1 plan on Aug 6, 2025 for potential sales up to 93,632 shares; active through Jun 30, 2026 . |
| Hedging/pledging | Company policy prohibits hedging and pledging of company securities by executive officers . |
| Ownership guidelines | Not disclosed in the proxy (no stated executive ownership multiple) . |
Implications:
- The active 10b5‑1 plan covering up to 93,632 shares suggests potential periodic selling pressure through mid-2026, though actual sales depend on plan parameters and market conditions .
Employment Terms
| Scenario | Cash severance | Bonus treatment | Equity treatment | Notes |
|---|---|---|---|---|
| Termination without cause / resignation for good reason (non‑CIC) | $239,887 (≈6 months base) | $107,949 (50% of target) | Continued vesting for 6 months; Dec 31, 2024 value: $1,488,792 (time‑based) | 6‑month notice; garden leave after day 15; continued salary/benefits and vesting during notice . |
| Termination without cause / resignation for good reason in connection with CIC (double trigger) | $479,774 (12 months base) | $215,898 (1× target bonus) | Full acceleration of time‑based awards; Dec 31, 2024 value: $4,157,479 | Double‑trigger required; no tax gross‑ups . |
Additional terms and policies:
- “At‑will” employment; as of Jan 1, 2025: base salary $494,167 and 45% target bonus .
- Clawback policy for erroneously awarded incentive compensation consistent with SEC listing standards .
- No special perquisites; executives receive standard benefits and 401(k) match comparable to other employees .
Compensation Structure Analysis
- Mix shift and retention emphasis: 2024 equity for Kasinger increased materially vs 2023 (Share awards $3.29M in 2024 vs $1.23M in 2023; option awards $2.07M vs $1.54M), driven by a retention RSU grant (30,000 RSUs) and ongoing bi-annual equity cadence .
- Pay‑for‑performance design relies on operational milestones rather than financial metrics; the company disclosed no use of financial performance measures for executive pay in 2020, 2021, 2023, or 2024 (except CEO’s 2022 market‑based award), which can weaken alignment with revenue/EBITDA outcomes in the near term .
- Governance safeguards: double‑trigger CIC, clawback, and prohibitions on hedging/pledging; no option repricing without shareholder approval; no tax gross‑ups .
Performance Compensation – Detailed 2024 Bonus Payouts (Actuals)
| Executive | Target bonus ($) | Actual bonus paid ($) |
|---|---|---|
| James R. Kasinger | $215,898 | $263,396 |
Reference: Company achievement approved up to 125%; NEOs’ total achievement (incl. individual performance) set at 122% for 2024 .
Equity Award History (selected outstanding/expiring awards)
| Grant date | Options outstanding (exercisable / unexercisable) | Exercise | Expiration | RSUs unvested | Notes |
|---|---|---|---|---|---|
| 3/11/2021 | 23,775 / 1,585 | $133.88 | 3/11/2031 | 2,250 | Standard monthly option vesting; RSUs annual vesting . |
| 2/18/2022 | 24,225 / 9,975 | $58.29 | 2/18/2032 | 7,650 | Includes 20,000 RSUs (Aug 16, 2022) from prior award cycles . |
| 3/10/2023 | 17,500 / 22,500 | $43.22 | 3/10/2033 | 16,500 | — |
| 10/13/2023 | 4,861 / 11,806 | $44.31 | 10/13/2033 | 4,227 | — |
| 3/20/2024 | 6,249 / 27,084 | $72.94 | 3/20/2034 | 25,000 | 2024 annual cycle . |
| 10/16/2024 | 763 / 17,570 | $49.00 | 10/16/2034 | 30,000 (retention RSUs) | RSUs intended for retention; third‑anniversary vest for 2024 retention cohort . |
Note: Table excerpted for representative awards; full award list in “Outstanding Equity Awards” and “Grants of Plan‑Based Awards” tables of the proxy .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support ~75% (SEC advisory vote) .
- Swiss binding votes: shareholders annually approve maximum Board/Executive Committee compensation limits and equity pools .
Risk Indicators & Red Flags
- Selling pressure: Active 10b5‑1 plan authorizing sales up to 93,632 shares through June 30, 2026 .
- Hedging/pledging prohibited (alignment positive) .
- No option repricing without shareholder approval; no tax gross‑ups .
- Related‑party transactions disclosed in 2024 were shareholder purchases (ARK, Capital Group, SR One) in a registered direct offering; no executive‑specific related‑party transactions reported for Kasinger .
Investment Implications
- Retention risk appears contained near term: a dedicated 30,000‑RSU retention grant in Oct 2024 and ongoing bi‑annual equity cadence increase unvested equity value, improving stickiness through at least 2027–2028 .
- Potential overhang from planned selling: the Aug 2025 10b5‑1 plan for up to 93,632 shares may create intermittent supply; monitor Form 4s for execution pace and price levels .
- Pay alignment is more operational than financial: absence of explicit financial performance metrics (revenue/EBITDA) for most years places emphasis on pipeline, regulatory, and platform milestones; investors should evaluate whether bonus outcomes (122% in 2024) align with risk‑adjusted value creation in CAR‑T, in vivo, and CASGEVY support activities .
- Governance protections are strong (double‑trigger CIC, clawbacks, hedging/pledging bans), limiting downside from misalignment and reinforcing long‑term behavior .