Jessica Hopfield
Editas MedicineAbout Jessica Hopfield
Independent director and Board Chair at Editas Medicine (EDIT). Age 60; director since 2018; Board Chair effective December 31, 2024 after serving as Lead Independent Director from February 2021 to June 2023. Education: B.S. Yale; MBA Harvard (Baker Scholar); Ph.D. Neuroscience/Biochemistry Rockefeller University; NACD Directorship Certified. Background includes J Hopfield Consulting principal (since 2010), Partner at McKinsey (1995–2009), and management roles at Merck Sharp & Dohme (clinical development, outcomes research, marketing) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J Hopfield Consulting | Principal | Since 2010 | Advises and executive coaches start-up technology firms |
| McKinsey & Company | Partner, Global Pharma & Medical Devices | 1995–2009 | Strategy, R&D management, marketing across pharma/biotech/devices/consumer |
| Merck Sharp & Dohme Corp. | Management roles | Prior to McKinsey | Clinical development, outcomes research, marketing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Insulet Corporation | Director; Lead Independent Director | Director since July 2015; Lead Independent 2016–2019 | Public medical device company |
| Maravai LifeSciences Holdings, Inc. | Director | Since November 2020 | Public diagnostics/reagent company |
| Radius Health, Inc. | Director | Jan 2019–Dec 2020 | Public biopharma (prior) |
| PhenomeX Inc. (formerly Berkeley Lights) | Director | Dec 2021–Oct 2023 | Public medical device; exited upon acquisition |
Board Governance
- Current roles: Independent Board Chair; Audit Committee member; Nominating & Corporate Governance Committee Chair .
- Independence: Board determined Hopfield is independent under Nasdaq rules; Audit and Compensation Committees fully independent .
- Attendance: Full Board met 13 times in 2024; each director attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Leadership: Chair role separated from CEO; independent director executive sessions held regularly .
- Committee activity: Audit met 5x in 2024; Nominating & Corporate Governance met 5x; Compensation met 9x .
- Policies: Anti-hedging and pledging prohibition for directors (and related persons); Code of Business Conduct; robust director commitments policy with limits on external boards; stock ownership guidelines; clawback policy compliant with Nasdaq .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| 2024 cash fees earned (Hopfield) | $63,478 | Reflects Board/committee service; payable quarterly in arrears |
| Board member annual cash retainer | $40,000 | Non-employee director |
| Board Chair annual cash retainer | $75,000 | Higher retainer for chair service |
| Audit Committee member / chair | $8,750 / $18,750 | Annual |
| Compensation Committee member / chair | $7,500 / $15,000 | Annual |
| Nominating & Corporate Governance member / chair | $5,000 / $10,000 | Annual |
| Lead Independent Director retainer (if applicable) | $25,000 | In addition to other fees |
| Travel expense reimbursement | Reasonable actuals | Per policy |
Performance Compensation
| Item | Details | Value |
|---|---|---|
| 2024 option award (Hopfield) | Aggregate grant-date fair value | $87,825 |
| Initial director equity grant | Stock option with grant-date fair value $600,000; vests one-third annually over 3 years; exercise price = FMV on grant date; accelerates on change-in-control; max shares 75,000 (raised from 50,000 in Feb 2025) | |
| Annual director equity grant | Stock option with grant-date fair value $300,000; vests fully at 1-year; exercise price = FMV; accelerates on change-in-control; max shares 37,500 (raised from 25,000 in Feb 2025) | |
| Vesting schedules | Time-based (no performance metrics) | — |
Other Directorships & Interlocks
| Company | Sector | Role | Potential interlocks/conflicts |
|---|---|---|---|
| Insulet Corporation | Medical Devices | Director; prior Lead Independent Director | None disclosed in related party transactions |
| Maravai LifeSciences Holdings | Diagnostics/Reagents | Director | None disclosed in related party transactions |
| Radius Health (prior) | Biopharma | Former Director | Exit December 2020 |
| PhenomeX (prior) | Medical Devices | Former Director | Exit October 2023 on acquisition |
Transactions with related persons: Proxy discloses no director-related party transactions involving Hopfield during 2023–2025; only certain 5% holders participated in a 2023 offering .
Expertise & Qualifications
- Deep healthcare/pharma/medical device experience and public company governance expertise; extensive strategy and R&D management background from McKinsey and Merck .
- Board leadership experience as independent Chair at EDIT and prior Lead Independent Director at Insulet .
- Skills map alignment with Audit & Financial oversight, Public Company Governance, Strategy/Business Development per Board skills matrix .
Equity Ownership
| Holder | Shares Beneficially Owned | Breakdown | % of Outstanding | Shares Outstanding Reference |
|---|---|---|---|---|
| Jessica Hopfield, Ph.D. | 200,390 | 67,700 shares; 132,690 options exercisable within 60 days | <1% | 83,709,536 shares outstanding as of April 1, 2025 |
| Stock ownership guideline (Directors) | 3x annual cash retainer | Counts shares owned, vested in-the-money options, unvested time-based RSUs; excludes PSUs | Compliance tracked with 5-year horizon; as of June 30, 2024 directors on track | — |
- Anti-hedging/pledging: Directors and related persons prohibited from hedging, pledging, margin accounts, short sales, and derivative speculation in EDIT securities .
Governance Assessment
- Strengths: Independent Board Chair with governance and industry depth; chair of Nominating & Corporate Governance overseeing board refresh and annual self-evaluations; independent Audit and Compensation committees; regular executive sessions; robust anti-hedging/pledging and clawback policies; clear director commitments limits and stock ownership guidelines .
- Engagement and attendance: Board met 13 times in 2024; directors attended ≥75% including committees; directors attended annual meeting; ongoing shareholder outreach disclosed .
- Compensation alignment: Director pay predominately fixed cash plus time-based stock options; no performance metrics tied to director equity, reducing perverse incentives; option vesting aligns with service continuity; change-in-control acceleration disclosed .
- RED FLAGS / Watch items:
- Increased maximum shares for director option grants in Feb 2025 (to 75,000 initial; 37,500 annual) modestly raises potential dilution—monitor grant sizing vs market and ownership guideline compliance .
- Multiple external public boards; however, commitments policy caps non-employee directors at ≤4 boards and the committee reviews time commitments quarterly; all directors in compliance as of proxy filing .
- Related parties: No Hopfield-specific related person transactions disclosed; independence affirmed by Board .
Appendix: 2024 Non-Employee Director Compensation Summary (for reference)
| Name | Cash Fees ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Jessica Hopfield, Ph.D. | $63,478 | $87,825 | $151,303 |