Bernadette Connaughton
Editas MedicineAbout Bernadette Connaughton
Independent Class I director at Editas Medicine; age 66; director since October 2021. Former President, Intercontinental at Bristol Myers Squibb (BMS) with 30+ years of global commercial biopharma experience; B.A. Johns Hopkins and M.B.A. Wharton. Serves as Chair of the Compensation Committee and member of the Nominating & Corporate Governance Committee; Board has determined she is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bristol Myers Squibb Company | President, Intercontinental; various leadership roles | 1983–2017 | Led commercial operations across China, Latin America, Central/Eastern Europe, Middle East; deep global commercialization expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Halozyme Therapeutics, Inc. (public) | Director | Since Sep 2018 | Public biotech board experience |
| Zealand Pharma A/S (public) | Director | Since Apr 2019 | Public biotech board experience |
| Syneos Health, Inc. (public) | Former Director | Nov 2019–Sep 2023 | Contract research organization; prior public board tenure |
| Boys & Girls Club of Mercer County (non-profit) | Board of Trustees | N/A | Community involvement |
| HBA; Women in Bio Boardroom Ready | Mentor | N/A | Governance/leadership mentoring |
Board Governance
- Committee assignments: Chair, Organization, Leadership and Compensation Committee (met 9 times in 2024); Member, Nominating & Corporate Governance Committee (met 5 times in 2024).
- Independence: Board determined Connaughton is independent; Audit, Compensation, and Nominating committees are 100% independent.
- Attendance: Full Board met 13 times in 2024; each director attended ≥75% of aggregate Board and relevant committee meetings; all directors attended the 2024 annual meeting.
- Board leadership: Separate Chair/CEO roles; Chair is an independent director (Jessica Hopfield) since Dec 2024.
- Trading policies: Anti‑hedging and anti‑pledging policy prohibits short sales, derivatives/hedges, margin accounts, and pledges for directors and related parties.
Fixed Compensation
| Component | 2024 Annual Amount (USD) |
|---|---|
| Board member retainer | $40,000 |
| Compensation Committee Chair fee | $15,000 |
| Nominating & Corporate Governance Committee member fee | $5,000 |
| Lead Independent Director fee (if applicable) | $25,000 (not applicable to Connaughton) |
| 2024 Actual Cash Fees (Connaughton) | Amount (USD) |
|---|---|
| Total cash fees earned/paid | $60,000 |
Notes:
- Director fees are paid quarterly in arrears and prorated for partial service; expenses reimbursed.
Performance Compensation
| Equity Component | Grant Mechanics | Vesting | 2024 Value (Connaughton) |
|---|---|---|---|
| Annual director stock option | Granted at first Board meeting after annual meeting; FMV strike; change‑in‑control full exercisability | Vests 100% on first anniversary of grant | $87,825 grant‑date fair value |
Additional program details:
- Initial election option: $600,000 grant‑date fair value (max 75,000 shares); vests one‑third annually over three years. Annual option: $300,000 grant‑date fair value (max 37,500 shares); one‑year vest. (Share maxima increased in Feb 2025)
Other Directorships & Interlocks
| Company | Relationship to EDIT | Potential Interlock/Conflict Consideration |
|---|---|---|
| Bristol Myers Squibb (prior employer) | EDIT collaborates with BMS on alpha‑beta T cell experimental medicines | Past executive role at BMS may create perceived network ties; Board independence affirmed; related‑party transactions overseen by Audit Committee |
- Related‑party transactions: Proxy discloses offering participation by >5% holders and standard indemnification; no transactions disclosed involving Connaughton.
Expertise & Qualifications
- Global commercial and strategic leadership across major biopharma markets; deep industry knowledge relevant to EDIT’s pipeline and partnerships.
- Public company governance experience across multiple biotech boards; compensation oversight experience as committee chair.
Equity Ownership
| Holder | Beneficially Owned Shares | Ownership % | Composition |
|---|---|---|---|
| Bernadette Connaughton | 99,732 | <1% | Options exercisable within 60 days of Apr 1, 2025 |
Additional details:
- Outstanding director option awards as of Dec 31, 2024: Connaughton 99,732 shares underlying options.
- Stock ownership guidelines: Non‑employee directors must hold equity equal to 3x annual cash retainer within five years; as of June 30, 2024, all directors were on track or satisfied. Anti‑hedging and pledging applies.
Governance Assessment
- Strengths: Independent status; chairs Compensation Committee with active cadence (9 meetings FY2024), signaling strong oversight; robust anti‑hedging/pledging and clawback policies; clear stock ownership guidelines; Board leadership separation supports objective oversight.
- Alignment: Mix of cash fees ($60k) and annual option grant ($87,825) creates equity exposure; compliance with ownership guidelines tracking to 2026.
- Engagement: Board/committee attendance thresholds met; attendance at 2024 annual meeting.
- Potential risks/red flags: Prior BMS executive background alongside EDIT’s BMS collaboration could be perceived as a network interlock; however, no related‑party transactions disclosed and independence affirmed by Board. Overboarding risk contained by policy limit (≤4 public boards for non‑employee directors); Connaughton currently on two public boards plus EDIT.
- Compensation structure: Director pay is fixed retainer plus time‑vested options; no performance‑conditioned equity for directors, limiting pay‑for‑performance sensitivity at the board level but standard for clinical‑stage biotech governance.