Elliott Levy

About Elliott Levy

Elliott Levy, M.D. (age 66) is an independent Class I director of Editas Medicine, serving since April 2023; he sits on the Audit Committee. Dr. Levy is a Venture Partner at 5AM Venture Management (since April 2022), formerly Senior Vice President of Research & Development at Amgen (2020–2021) and Senior Vice President of Global Development (2014–2020), and he holds a B.A. from Yale College and an M.D. from the Yale School of Medicine . The Board has affirmatively determined he is independent under Nasdaq rules, including for Audit Committee service .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member (Audit Chair: Andrew Hirsch); Audit Committee met 5 times in 2024; Audit Committee report was signed by Hirsch (Chair), Hopfield, and Levy .
• Independence: Board determined Dr. Levy is independent; Audit and Compensation Committees are fully independent under SEC/Nasdaq standards .
• Attendance: The full Board met 13 times in 2024; each director attended at least 75% of Board and applicable committee meetings .
• Board leadership: Independent Chair (Jessica Hopfield) appointed Dec 2024; CEO and Chair roles separated; executive sessions of independent directors held regularly .
• Anti-hedging/pledging: Prohibited (short sales, derivatives, margin/pledges) for directors and related parties .
• Clawback: Nasdaq-compliant executive clawback policy in place; plan documents align with clawback recovery .
• Stock ownership guidelines: Non-employee directors must hold equity ≥3x annual cash retainer; compliance assessed annually and directors were “satisfied or on track” as of June 30, 2024 .

Fixed Compensation

• FY2024 Director Fee Schedule (cash retainers):

  Role	Member Annual Fee ($)	Chair Annual Fee ($)
  Board of Directors	40,000	75,000
  Audit Committee	8,750	18,750
  Org., Leadership & Compensation Committee	7,500	15,000
  Nominating & Corporate Governance Committee	5,000	10,000
  Science & Technology Committee (dissolved Dec 2024)	5,000	10,000

  • Lead Independent Director receives an additional $25,000 if applicable; directors reimbursed for reasonable expenses .

• FY2024 Compensation Earned by Elliott Levy (non-employee director):

  Component	Amount ($)
  Fees earned or paid in cash	52,228
  Option awards (grant-date fair value)	87,825
  Total	140,053

Performance Compensation

• Director equity program (options only):

  Element	Policy Detail
  Initial equity grant	Stock option with $600,000 grant-date fair value (ASC 718), max 75,000 shares; vests 1/3 annually over 3 years; strike at FMV; accelerates on change in control .
  Annual equity grant	Stock option with $300,000 grant-date fair value (ASC 718), max 37,500 shares; vests fully at 1 year; strike at FMV; accelerates on change in control .
  2025 change	Board increased per-grant max shares to 75,000 (initial) and 37,500 (annual) in Feb 2025 .

Note: Director equity awards are time-based options; there are no disclosed performance-vesting metrics for directors .

Other Directorships & Interlocks

• Related-party transactions: Proxy discloses no transactions involving Dr. Levy; only 2023 offering participation by Vanguard and BlackRock (5% holders) at the public price; no director-related RPTs .
• Collaboration context: Editas maintains a collaboration with Bristol Myers Squibb; Dr. Levy’s prior career included senior R&D roles at BMS; no related-party transactions or conflicts disclosed .

Expertise & Qualifications

• Clinical development/regulatory: Extensive experience leading global development and R&D at Amgen; expertise cited as core qualification for Editas board service .
• Financial reporting oversight: Audit Committee service at Editas; Audit Committee oversees financial controls, cybersecurity, legal/compliance, and related-party transactions .
• Education: B.A. Yale College; M.D. Yale School of Medicine .

Equity Ownership

• Stock ownership guidelines: 3x annual cash retainer requirement for directors; directors “satisfied or on track” by June 30, 2024 .
• Hedging/pledging: Prohibited, including margin accounts and derivative hedges .

Insider Trades

Editas shows 83,709,536 shares outstanding as of Apr 1, 2025 for percentage computations .

Governance Assessment

• Alignment and independence: Independent director on a fully independent Audit Committee; prohibited hedging/pledging; ownership guidelines in place and on track; strong say-on-pay support (93% approval in 2024) indicates investor alignment with compensation governance .
• Attendance and engagement: Board/committee cadence (13 Board; 5 Audit in 2024) with ≥75% attendance across directors supports engagement; Levy co-signed Audit Committee report, evidencing active oversight .
• Compensation mix: Director pay balanced between modest cash retainers and at-risk options; time-based vesting; no single-trigger CIC in omnibus plan; director options accelerate on CIC under director policy; no excise tax gross-ups .
• Potential conflicts: Prior BMS tenure noted while Editas collaborates with BMS; however, no related-party transactions or current conflicts disclosed; Board affirmed independence .
• RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, low attendance, or pay anomalies for directors. Continued monitoring warranted for workload (multiple external roles) vis-à-vis Editas “overboarding” policy (limit of four public boards for non-employee directors), with which all directors are currently in compliance .

Supplemental context: Board has separated Chair/CEO roles; maintains regular executive sessions, director refreshment and evaluation processes; maintains clawback and comprehensive risk oversight structure across committees .