Gilmore O’Neill
Editas MedicineAbout Gilmore O’Neill
Gilmore O’Neill, M.B., M.M.Sc., is President & CEO of Editas Medicine (since June 2022) and a Class II director (term expiring at the 2027 annual meeting). He previously served as EVP R&D and CMO at Sarepta Therapeutics (2018–2021) and spent 15 years at Biogen culminating as SVP, Late Stage Clinical Development (2016–2018). He is licensed to practice medicine in Massachusetts and holds a Bachelor of Medicine (University College Dublin) and a Master of Medical Sciences (Harvard) . Under his tenure, Editas discontinued the ex vivo reni‑cel program, pivoted to in vivo gene editing, achieved multiple preclinical in vivo proofs-of-concept, and recorded collaboration milestone revenue (BMS) in 3Q25, while extending cash runway into 3Q27 . Pay-versus-performance shows volatile TSR during 2022–2024 as Editas reprioritized its pipeline .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sarepta Therapeutics | EVP R&D and Chief Medical Officer | 2018–2021 | Led R&D and clinical strategy for genetic medicines |
| Biogen | SVP, Late Stage Clinical Development; prior leadership roles over 15 years | 2016–2018 (SVP role); earlier roles over 15 years | Led late-stage development; extensive experience in approvals and clinical programs |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Unity Biotechnology (public) | Director | Since Dec 2020 | Current public board service |
| Aptinyx (public) | Director | Oct 2021–Apr 2023 | Prior public board service |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Corporate Achievement (% of Target) | Actual Bonus Paid ($) |
|---|---|---|---|---|
| 2024 | 667,100 | 60% | 110% | 440,286 |
| 2023 | 641,092 | — | — | 392,537 |
Notes:
- CEO bonus is 100% tied to corporate performance (no individual component) .
Performance Compensation
Corporate goals and results used for 2024 annual incentive determination:
| Metric Category | Base Weight | Stretch Weight | Actual Achievement |
|---|---|---|---|
| Ex vivo hemoglobinopathies (reni‑cel clinical execution) | 60.0% | 10.0% | 60.0% |
| Build & advance in vivo pipeline (HSC, liver LNP) | 15.0% | 10.0% | 25.0% |
| Business Development | 10.0% | 12.5% | 15.0% |
| Financial discipline | 9.0% | — | 4.0% |
| Culture & organization | 6.0% | 2.5% | 7.3% |
| Total | 100% | 35% | 110% corporate achievement |
Program design:
- CEO bonus = base salary × target % × corporate achievement; 2024 payout capped at 130% of target (achieved 110%) .
Equity Ownership & Alignment
- Anti-hedging/pledging: Company policy prohibits hedging and pledging, including margin accounts; applies to officers and directors .
- Stock ownership guidelines: CEO must hold equity equal to 3× base salary; 5-year compliance window; as of June 30, 2024 executives were on track .
- Beneficial ownership (as of April 1, 2025):
| Holder | Shares Owned | Options Exercisable ≤60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Gilmore O’Neill | 129,122 | 888,474 | 1,017,596 | 1.2% (of 83,709,536 shares outstanding) |
- Outstanding equity awards (CEO) at 12/31/2024:
| Grant Date | Instrument | Status (Exercisable/Unexercisable) | Strike/Terms | Expiry | RSUs/PSUs Unvested (units) | Market Value at $1.27 |
|---|---|---|---|---|---|---|
| 6/2/2022 | Stock Option | 593,881 / 356,328 | $11.54 | 6/1/2032 | RSU 43,327; PSU 72,212 | RSU $55,025; PSU $91,709 |
| 3/2/2023 | Stock Option | 65,625 / 84,375 | $8.72 | 3/1/2033 | RSU 28,125; PSU 85,000 | RSU $35,719; PSU $107,950 |
| 3/2/2024 | Stock Option | 73,519 / 318,581 | $9.92 | 3/1/2034 | RSU 130,700; PSU 130,700 | RSU $165,989; PSU $165,989 |
Vesting/key terms:
- Time-based options generally vest over 4 years in equal monthly installments (after initial 25% cliff on some grants) .
- RSUs vest 25% on 1st anniversary then in equal quarterly installments through year 4 .
- PSUs vest in thirds upon achieving specified R&D (and BD in 2023 PSU) milestones within 3 years (no vesting before 1-year anniversary) .
- 2025 change: Company shifted 2025 employee equity to all time-based stock options (eliminating PSUs for officers) to emphasize long-term value creation and simplify the program .
Equity Grants and 2024 Compensation Value
| Year | Stock Awards Fair Value ($) | Option Awards Fair Value ($) | Notes |
|---|---|---|---|
| 2024 | 1,296,544 (RSUs/PSUs) | 2,714,038 | Annual mix (2024) targeted 50% options, 25% RSUs, 25% PSUs; CEO grants on 3/2/2024: options 392,100; RSUs 130,700; PSUs 130,700 |
| 2023 | 436,000 | 915,390 | CEO grants on 3/2/2023 include options and PSUs/RSUs |
Employment Terms
| Term | Detail |
|---|---|
| Start/Offer | CEO offer letter dated April 13, 2022; CEO since June 1, 2022 |
| Initial New‑Hire Grants (2022) | Option 950,209 (FMV strike), RSU 86,655 (4‑yr vest), PSU 216,637 (R&D/BD milestones; ≥1‑yr vesting) |
| Severance (non‑CIC) | 12 months base salary + COBRA contributions; pro‑rata annual bonus for CEO on non‑CIC termination; subject to release and covenants |
| Change‑in‑Control (CIC) | Double‑trigger: CEO receives 18 months base, COBRA; lump‑sum bonus equal to pro‑rated target over CIC severance period; all unvested equity vests in full |
| Restrictive covenants | 12‑month non‑compete and non‑solicitation post-termination; confidentiality/IP assignment |
| Clawback | Nasdaq‑compliant no‑fault clawback adopted Nov 2023 (covers 3 years pre‑restatement) |
| Hedging/Pledging | Prohibited for directors, officers, covered persons |
| Director fees | CEO receives no separate director compensation |
Board Governance
- Board role: Class II director since 2022; not chair; the Board has a separate independent chair (Jessica Hopfield) and five of six directors are independent (committees are fully independent) .
- Leadership structure: CEO and chair roles separated; independent directors meet in executive session regularly .
- Committees: Audit, Compensation, Nominating & Corporate Governance; CEO is not on these committees .
- Attendance: Board met 13 times in 2024; directors met ≥75% attendance .
Performance & Track Record
- Strategic shift: In Dec 2024, Editas discontinued reni‑cel (ex vivo) and reduced workforce by ~65%, reorienting to in vivo gene editing (liver and HSC programs) with preclinical POCs; BD monetization of IP (DRI financing on Vertex license) provided $57M upfront .
- 3Q25 results/context: Recognized $7.5M BMS milestone revenue; R&D and G&A significantly reduced YoY due to the pivot; cash/cash equivalents $165.6M; runway into 3Q27 (helped by ATM and Vertex license) .
- Executive transitions: CFO Erick Lucera resigned effective Mar 28, 2025; Dr. Baisong Mei (CMO) separated Jan 31, 2025 under severance .
- Pay vs. Performance (company disclosure):
| Year | CEO “SCT” Total ($) | CEO Compensation Actually Paid (CAP) ($) | Avg NEO CAP ($) | Editas Cumulative TSR ($100 start) | Net Loss ($000s) |
|---|---|---|---|---|---|
| 2024 | 5,126,868 | (3,071,419) | (573,093) | $4.21 | (237,093) |
| 2023 | 2,392,309 | 3,764,809 | 1,575,614 | $34.21 | (153,219) |
| 2022 | 9,058,900 (O’Neill); 1,050,963 (Mullen) | 6,493,262 (O’Neill); (2,912,999) (Mullen) | 888,434 | $29.96 | (220,432) |
Notes: Editas TSR reflects the value of a $100 investment (from 12/31/2021) at each year-end; CAP reflects SEC Item 402(v) methodology .
Compensation Structure Analysis
- High at-risk mix: ~87% of CEO target comp is performance-based/equity-linked; peers benchmarked with Pearl Meyer .
- 2025 equity policy change: Eliminated PSUs for officers; all time-based options for employees; aligns payouts strictly with stock appreciation and supports early-stage biotech norms (reduces guaranteed value of RSUs/PSUs) .
- Clawback, no excise tax gross-ups, no single-trigger CIC vesting, no option repricing without shareholder approval; strong governance features .
- Say-on-pay: 93% approval in 2024 suggests investor support for pay design .
Risk Indicators & Red Flags
- Program pivot and restructuring: Material restructuring charges ($66.9M for 9M25) and program discontinuation elevate execution risk during transition .
- IP proceedings: Ongoing CRISPR/Cas9 interferences/oppositions (Broad/CVC, ToolGen, Sigma) continue; Federal Circuit remand in May 2025; potential for future costs and scope limitations .
- Insider trading controls: No 10b5‑1 plan adoptions/terminations reported in 3Q25; reduces perception of opportunistic trading during quarter .
Vesting Schedules and Insider Selling Pressure
- CEO holds substantial unexercised options with multi-year vesting; vesting is service-based (post-2025 all options), creating retention incentives. Anti-hedging/pledging policy and ownership guidelines limit near-term selling flexibility; no new 10b5‑1 plan adoptions reported in 3Q25 .
Employment Terms Summary (Severance/CIC Economics)
| Scenario | Cash | Equity | Benefits |
|---|---|---|---|
| Without Cause/Good Reason (non‑CIC) | 12 months base; pro‑rata annual bonus for CEO | No acceleration (plan-level) | COBRA contributions for 12 months |
| CIC + Qualifying Termination (Double‑Trigger) | 18 months base; lump-sum pro‑rated target bonus for CIC severance period | Full acceleration of all unvested equity | COBRA contributions for 18 months |
Board Service Details (Dual-Role Implications)
- O’Neill is CEO and director (not Board Chair). The Board maintains an independent chair and fully independent key committees, mitigating CEO/Chair concentration risks and maintaining independent oversight of CEO performance and pay .
Investment Implications
- Alignment: Ownership guidelines (3× salary), anti-hedging/pledging, and high at-risk pay (options) indicate strong alignment with long-term stock performance; 2025 switch to options increases performance leverage but removes PSU milestone gates (less formulaic performance conditioning) .
- Retention vs pressure: Significant unvested options and RSUs support retention; anti-pledging and absence of new 10b5‑1 plans in 3Q25 lessen near-term selling pressure optics, though option-heavy mix increases exposure to volatility .
- Change-in-control: Double-trigger full acceleration and 18‑month CEO cash protection could catalyze neutral-to-positive stance in strategic scenarios; not shareholder-unfriendly (no single-trigger) .
- Execution risk: Large 2025 restructuring and program pivot elevate near-term development risk; however, achievement of BMS milestone revenue and runway into 3Q27 provide funding visibility to in vivo POC milestones under O’Neill’s leadership .