Andrew Hirsch
Editas MedicineAbout Andrew Hirsch
Andrew Hirsch, age 54, is an independent Class II director of Editas Medicine since May 2017 and serves as Audit Committee Chair and Compensation Committee member; the Board has designated him an “audit committee financial expert” under SEC rules . He is currently President (since September 2020) and Chief Executive Officer (since October 2020) and a director of C4 Therapeutics (public biopharma); prior roles include CFO at Agios (2016–2020), CEO/COO/CFO at BIND Therapeutics (2012–2016; BIND filed Chapter 11 in May 2016), CFO at Avila Therapeutics (2011–2012), and multiple strategy/M&A roles at Biogen (2002–2011) . He holds an MBA from Dartmouth’s Tuck School and a BA in Economics from the University of Pennsylvania . His current term as a Class II director expires at the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agios Pharmaceuticals | Chief Financial Officer; Head of Corporate Development | Sep 2016–Sep 2020; corporate development from Mar 2018 | Senior finance and corporate development leadership |
| BIND Therapeutics | CEO; COO; CFO | CEO Mar 2015–Aug 2016; COO Feb 2014–Mar 2015; CFO Jul 2012–Mar 2015 | Led through Chapter 11 filing (May 2016) — prior bankruptcy involvement RED FLAG |
| Avila Therapeutics | Chief Financial Officer | Jun 2011–Mar 2012 (acquired by Celgene Mar 2012) | Transaction readiness; exit via acquisition |
| Biogen | Roles incl. VP Corporate Strategy & M&A | 2002–2011 | Strategy/M&A expertise for large-cap biotech |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| C4 Therapeutics (public) | Director; President; CEO | Director & President since Sep 2020; CEO since Oct 2020 | Active operating executive with public-company board seat |
Board Governance
- Committees: Audit (Chair) and Compensation (member); Audit met 5 times in 2024; Compensation met 9 times in 2024 .
- Independence: Board determined Hirsch is independent under Nasdaq rules; he meets SEC/Nasdaq independence standards for Audit and Compensation committees .
- Attendance: Full Board met 13 times in 2024; each director attended ≥75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- Board structure: Roles of CEO and Chair are separated; independent directors hold executive sessions; five of six directors are independent .
- Risk oversight: Audit oversees financial controls, legal/compliance, and cybersecurity (including biannual meetings with InfoSec); Compensation oversees compensation-risk and leadership development; Nominating oversees board composition and CEO succession .
Fixed Compensation
2024 non-employee director compensation earned:
| Name | Fees earned or paid in cash ($) | Option awards ($) | Total ($) |
|---|---|---|---|
| Andrew Hirsch | 56,250 | 87,825 | 144,075 |
Director fee schedule (program terms for 2024):
| Component | Member Annual Fee ($) | Chair Annual Fee ($) |
|---|---|---|
| Board of Directors | 40,000 | 75,000 |
| Audit Committee | 8,750 | 18,750 |
| Compensation Committee | 7,500 | 15,000 |
| Nominating & Corporate Governance | 5,000 | 10,000 |
| Lead Independent Director (additional) | — | 25,000 |
Notes: The Science & Technology Committee was dissolved in December 2024 .
Performance Compensation
Director equity program structure and 2024 awards:
| Award Type | Grant Date Fair Value | Share Cap | Vesting | Exercise Price | Change-of-Control |
|---|---|---|---|---|---|
| Initial Option (on first election) | $600,000 | 75,000 (raised Feb 2025) | 1/3 each anniversary over 3 years | FMV at grant | Options become fully exercisable (single-trigger) |
| Annual Option (post-AGM; ≥4 months service) | $300,000 | 37,500 (raised Feb 2025) | Full vest on 1-year anniversary | FMV at grant | Options become fully exercisable (single-trigger) |
| 2024 Option Award (Hirsch) | $87,825 | Not disclosed | As per program | As per program | As per program |
No RSUs/PSUs disclosed for non-employee directors; awards are stock options under the 2015 Stock Incentive Plan as amended .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Related Party Exposure |
|---|---|---|---|
| C4 Therapeutics (public) | Director; President; CEO | Not disclosed at Editas | No Editas-related transactions disclosed; Audit Committee reviews/approves related-person transactions |
Expertise & Qualifications
- Audit committee financial expert by Board determination, based on formal education and scope of experience .
- Deep finance and corporate strategy background across large and emerging biopharma (Biogen, Agios, Avila, BIND) .
- Education: MBA (Dartmouth Tuck) and BA in Economics (University of Pennsylvania) .
Equity Ownership
Beneficial ownership as of April 1, 2025:
| Holder | Common Shares | Options Exercisable ≤60 Days | Total Beneficial Ownership | % of Outstanding (83,709,536 shares) |
|---|---|---|---|---|
| Andrew Hirsch | 2,000 | 144,228 | 146,228 | <1% |
Outstanding director option counts (Dec 31, 2024): Hirsch 144,228 options outstanding .
Stock ownership guidelines: Non-employee directors must hold ≥3x annual cash retainer; compliance assessed annually with five-year window; as of June 30, 2024, all directors were compliant or on track to comply by June 30, 2026 .
Anti-hedging/pledging: Policy prohibits short sales, derivatives, hedging instruments, margin accounts, and pledging for directors and related parties .
Governance Assessment
- Strengths: Independent director; Audit Chair and SEC-defined financial expert; active oversight of financial reporting and cybersecurity; Compensation Committee member; strong attendance; robust governance policies (separate Chair/CEO roles, clawback for executives, ownership guidelines, anti-hedging/pledging) supporting investor alignment .
- Pay structure: Cash retainers plus stock options; program prescribes $300k annual option awards, but 2024 option grant recorded at $87,825, indicating lower realized grant-date fair value versus program target; single-trigger acceleration on change-of-control for director options is a potential governance sensitivity .
- Conflicts/related-party: No related-party transactions disclosed; Audit Committee (chaired by Hirsch) approves/ratifies any related-person transactions, mitigating conflict risk .
- Risk indicators: Prior bankruptcy involvement at BIND (May 2016) is a historical red flag, though not tied to Editas; Board confirms Hirsch’s independence under Nasdaq rules .
- Time commitments: Hirsch is a sitting CEO of a public company (C4 Therapeutics); Editas monitors overboarding and external commitments with formal limits and quarterly reviews, and reports compliance by all directors .