David Scadden
Editas MedicineAbout David T. Scadden
David T. Scadden, M.D., age 72, has been an independent director of Editas Medicine since 2019. He is the Gerald and Darlene Jordan Professor of Medicine at Harvard University (since 2006), co‑founder and co‑director of the Harvard Stem Cell Institute, and founded and directs the Center for Regenerative Medicine at Massachusetts General Hospital; he previously led the MGH Cancer Center’s Hematologic Malignancies Center for 10 years. He holds a B.A. from Bucknell University and an M.D. from Case Western Reserve University, with honorary degrees from Harvard Medical School, Bucknell University, and Lund University; he is a member of the National Academy of Medicine and the American Academy of Arts and Sciences .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Massachusetts General Hospital | Founder & Director, Center for Regenerative Medicine | 1995–present | Established and leads regenerative medicine center |
| MGH Cancer Center | Director, Hematologic Malignancies Center | 10 years (prior) | Led hematologic malignancies program |
| Harvard Stem Cell Institute | Co‑founder & Co‑director | Ongoing | Co‑leads academic stem cell consortium |
| Harvard University Dept. of Stem Cell & Regenerative Biology | Chairman emeritus & Professor | Ongoing | Academic leadership and governance |
| National Heart, Lung and Blood Institute | Board of External Experts (former) | Prior service | External scientific oversight |
| National Cancer Institute | Board of Scientific Counselors (former) | Prior service | External scientific oversight |
| International Society for Stem Cell Research | Board of Directors (former) | Prior service | Professional society governance |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Agios Pharmaceuticals, Inc. | Director | May 2017–present | Public |
| Carisma Therapeutics Inc. | Director | June 2024–present | Public |
| Magenta Therapeutics, Inc. | Director (scientific founder) | Nov 2016–Sep 2023 | Public (acquired 2023) |
| Lightning Biotherapeutics | Director | Ongoing | Private |
| Sonata Therapeutics | Director | Ongoing | Private |
Board Governance
- Committee assignments: Compensation Committee member; Committee met 9 times in 2024; Chair is Bernadette Connaughton; other member Andrew Hirsch .
- Independence: Board determined Scadden is independent under Nasdaq rules; Compensation Committee composition meets SEC/Nasdaq standards .
- Attendance: The full Board met 13 times in 2024; each director attended ≥75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Board structure: Separate Chair and CEO; regular executive sessions of independent directors .
- Director commitments policy: Non‑employee directors limited to ≤4 public boards; all directors in compliance; Scadden holds two public company directorships (Agios, Carisma) .
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Board annual cash retainer | $40,000 | Paid quarterly, prorated as applicable |
| Compensation Committee member fee | $7,500 | Chair fee $15,000 |
| Audit Committee member fee | $8,750 | Chair fee $18,750 |
| Nominating & Corporate Governance member fee | $5,000 | Chair fee $10,000 |
| Lead Independent Director fee | $25,000 | If applicable; not for Scadden |
| Director equity – initial grant | Stock option, $600,000 grant‑date fair value (ASC 718), max 75,000 shares; 3‑year annual vesting in thirds | Exercise price at grant FMV; accelerates on change of control |
| Director equity – annual grant | Stock option, $300,000 grant‑date fair value (ASC 718), max 37,500 shares; vests fully at 1 year | Exercise price at grant FMV; accelerates on change of control |
| Scadden – 2024 Director Compensation | Amount ($) | Detail |
|---|---|---|
| Fees earned in cash | 56,957 | Board/committee fees earned in 2024 |
| Option awards (grant‑date FV) | 87,825 | ASC 718 grant‑date FV of director options granted in 2024 |
| Total | 144,782 | Sum of cash and option awards |
Performance Compensation
- Non‑employee director pay is not tied to operational or financial performance metrics; compensation equity is time‑based stock options only under the director program (no RSUs/PSUs for directors) .
Other Directorships & Interlocks
- Agios Pharmaceuticals: Scadden is a current director; Editas director Andrew Hirsch previously served as Agios CFO (2016–2020), creating a historical network interlock that can facilitate information flow while remaining within independence standards .
- No disclosed related‑party transactions involving Scadden; the proxy’s related‑persons section lists offerings and indemnification but no director‑specific transactions with Harvard/MGH or Scadden .
Expertise & Qualifications
- Hematology/oncology, regenerative medicine, stem cell biology; academic leadership across Harvard/MGH; memberships in National Academy of Medicine and American Academy of Arts and Sciences underscore credibility in science governance .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Outstanding | Composition |
|---|---|---|---|
| David T. Scadden | 121,152 | <1% | Options exercisable within 60 days; aggregate options outstanding 121,152 as of 12/31/2024 |
- Stock ownership guidelines: Non‑employee directors must hold ≥3x annual cash retainer; compliance assessed annually with 5‑year grace; as of June 30, 2024, directors were in compliance or on track (earliest mandatory compliance June 30, 2026) .
- Hedging/pledging: Company policy prohibits hedging, short sales, and pledging by directors and controlled entities .
Governance Assessment
- Alignment: Independent status, active Compensation Committee engagement (9 meetings), and scientific depth support board effectiveness in a gene editing company .
- Compensation structure: Director cash fees are modest; equity is option‑only with time‑based vesting, aligning incentives to long‑term stock price without near‑term performance gaming; change‑in‑control acceleration applies to director options .
- Ownership: Beneficial ownership is via options; guidelines require building ownership to ≥3x retainer; policy forbids hedging/pledging, reducing misalignment risk .
- Shareholder signals: 2024 say‑on‑pay approval of ~93% indicates investor support for compensation governance broadly, which the Compensation Committee oversees (Scadden member) .
- RED FLAGS: None disclosed regarding related‑party transactions, pledging/hedging, legal proceedings, or overboarding; network interlock with Agios via Hirsch’s prior role is notable but not a conflict under independence standards .