Intellia Therapeutics, Inc DEF 14A, filed Apr 30, 2026
Intellia Therapeutics, Inc. (NTLA)
About this DEF 14A
Intellia Therapeutics, Inc filed this DEF 14A on April 30, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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Filed by a Party other than the Registrant ☐ |
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Check the appropriate box:
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☒ Definitive Proxy Statement
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☐ Soliciting Material Pursuant to §240.14a-12
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INTELLIA THERAPEUTICS, INC.
40 Erie Street, Suite 130
Cambridge, Massachusetts 02139
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
To be held June 9, 2026
You are invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Intellia Therapeutics, Inc. (the “Company”), which will be held online on Tuesday, June 9, 2026 at 9:00 a.m. Eastern Time. You may attend the meeting virtually via the Internet at www.virtualshareholdermeeting.com/NTLA2026, where you will be able to vote electronically and submit questions. You will need the 16-digit control number included with the Notice of Internet Availability of Proxy Materials being mailed to you separately in order to attend the Annual Meeting.
Stockholders of record at the close of business on April 10, 2026, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. The purpose of the Annual Meeting is the following:
You can find more information on each of the matters to be voted on at the Annual Meeting, including information regarding the nominees for election to our board of directors, in the accompanying proxy statement. The board of directors recommends a vote:
The Company is following the U.S. Securities and Exchange Commission’s “Notice and Access” rule that allows companies to furnish their proxy materials by posting them on the Internet. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of the accompanying proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”). We are mailing the Notice on or about April 30, 2026, and it contains instructions on how to access both the 2025 Annual Report and accompanying proxy statement (the “Proxy Materials”) over the Internet. This method provides our stockholders with expedited access to Proxy Materials and not only lowers the cost of printing and distribution but also reduces the environmental impact of the Annual Meeting. If you would like to receive a paper copy of the Proxy Materials, free of charge, please follow the instructions on the Notice.
Whether or not you expect to attend the Annual Meeting online, we encourage you to read the accompanying proxy statement and vote your shares as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting. You can vote on the Internet as described in the instructions included in the Notice, by telephone by calling 1-800-690-6903 and following the recorded instructions or, if you requested and received a paper copy of the Proxy Materials, by signing, dating and returning the enclosed proxy card. If you vote your shares on the Internet or by telephone, you will need to enter the 16-digit control number provided in the Notice. Your vote is important regardless of the number of shares you own. If you attend the Annual Meeting online, you may vote your shares during the Annual Meeting virtually via the Internet even if you previously voted your proxy. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.
If your shares are held in “street name,” that is, held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.
By order of the Board of Directors, |
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/s/ John M. Leonard |
John M. Leonard, M.D. |
Cambridge, Massachusetts
April 30, 2026
Forward-looking Information
This proxy statement contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements may be identified by such forward-looking terminology as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. Our forward-looking statements are based on a series of expectations, assumptions, estimates and projections about our Company, are not guarantees of future results or performance and involve substantial risks and uncertainty. We may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements. Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding:
All of our express or implied forward-looking statements are as of the date of this proxy statement only. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of or any material adverse change in one or more of the risk factors or risks and uncertainties referred to in our most recent Annual Report on Form 10-K or included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the SEC could materially and adversely affect our business, prospects, financial condition and results of operations. Except as required by law, we do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections or other circumstances affecting such forward-looking statements occurring after the date of this proxy statement, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. Any public statements or disclosures by us following this proxy statement that modify or impact any of the forward-looking statements contained in this proxy statement will be deemed to modify or supersede such statements in this proxy statement.
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INTELLIA THERAPEUTICS, INC.
40 Erie Street, Suite 130
Cambridge, Massachusetts 02139
857-285-6200
PROXY STATEMENT
FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
to be held June 9, 2026
This proxy statement contains information about the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Intellia Therapeutics, Inc., which will be held online on Tuesday, June 9, 2026, at 9:00 a.m. Eastern Time. You may attend the Annual Meeting virtually via the Internet at www.virtualshareholdermeeting.com/NTLA2026, where you will be able to vote electronically and submit questions. The board of directors of Intellia Therapeutics, Inc. is using this proxy statement to solicit proxies for use at the Annual Meeting. In this proxy statement, unless expressly stated otherwise or the context otherwise requires, the use of “Intellia,” “Company,” “our,” “we” or “us” refers to Intellia Therapeutics, Inc. and its subsidiary.
All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the proxies will be voted in accordance with the recommendation of our board of directors with respect to each of the matters set forth in the accompanying Notice of Meeting. You may revoke your proxy at any time before it is exercised at the meeting by giving our corporate secretary written notice to that effect or in any manner listed under “Revoking a Proxy; Changing Your Vote” below.
Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting of Stockholders to be Held on June 9, 2026
We are mailing to our stockholders a Notice of Internet Availability of Proxy Materials on or about April 30, 2026.
This proxy statement and our 2025 Annual Report on Form 10-K are
available for viewing, printing and downloading at www.proxyvote.com.
A copy of our 2025 Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “SEC”), except for exhibits, as well as this proxy statement, will be furnished without charge to any stockholder upon written request to our principal executive offices at Intellia Therapeutics, Inc., 40 Erie Street, Suite 130, Cambridge, Massachusetts 02139, Attention: Investor Relations / Corporate Secretary, by calling 1-800-579-1639 or by emailing sendmaterial@proxyvote.com. This proxy statement and our 2025 Annual Report on Form 10-K are also available on the SEC’s website at www.sec.gov.
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IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
Purpose of the Annual Meeting
At the Annual Meeting, our stockholders of record as of April 10, 2026 will consider and vote on the following matters:
As of the date of this proxy statement, we are not aware of any business to come before the Annual Meeting other than the first three items noted above.
Board of Directors Recommendation
Our board of directors unanimously recommends that you vote:
FOR the election of the three nominees to serve as the class I directors on our board of directors, each for a three-year term;
FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and
FOR the approval, on a non-binding advisory basis, of the compensation of our NEOs.
Availability of Proxy Materials
On or about April 30, 2026, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”) and a paper copy of the accompanying proxy statement (the “Proxy Materials”). The Notice contains instructions on how to access the Proxy Materials over the Internet. You will need the 16-digit control number included on the Notice to access these materials. If you would like to receive a paper copy of the Proxy Materials, free of charge, you can do so upon written request to our principal executive offices at Intellia Therapeutics, Inc., 40 Erie Street, Suite 130, Cambridge, Massachusetts 02139, Attention: Investor Relations / Corporate Secretary, by calling 1-800-579-1639 or by emailing sendmaterial@proxyvote.com. To try to ensure that you receive the Proxy Materials in time to vote at the Annual Meeting, please make your request to the Company prior to May 26, 2026. The Proxy Materials, including our 2025 Annual Report, are also available on the SEC’s website at www.sec.gov.
Who Can Vote at the Annual Meeting
Only stockholders of record at the close of business on the record date of April 10, 2026 are entitled to receive notice of the Annual Meeting and to vote the shares of common stock of the Company that they held on that date. As of April 10, 2026, there were 120,464,338 shares of common stock issued and outstanding. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting.
Difference between a “stockholder of record” and a beneficial owner of shares held in “street name”
Stockholder of Record. If you own shares that are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are considered a “stockholder of record” of those shares. For these shares, we have mailed the Notice directly to you. You may vote your shares by proxy prior to the Annual Meeting by following the instructions contained on the form of proxy card.
Beneficial Owners of Shares Held in Street Name. If you own shares that are held in a brokerage account or by a bank, trust or other nominee or custodian, then you are considered the beneficial owner of those shares, which are held in “street name.” With respect to these shares, your Proxy Materials have been forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to instruct that organization as to how to vote the shares held in your account by following the instructions contained on the voting instruction card provided to you by that organization.
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How to Vote
If you are a stockholder of record, there are several ways for you to vote your shares.
If the Annual Meeting is adjourned or postponed, the deadlines above may be extended.
The voting deadlines and availability of telephone and Internet voting for beneficial owners of shares held in “street name” will depend on the voting processes of the organization that holds your shares. Therefore, we urge you to carefully review and follow the voting instruction card and any other materials that you receive from that organization. If you hold your shares of Intellia common stock in multiple accounts, you should vote your shares as described in each set of Proxy Materials you receive.
If you submit a proxy without giving voting instructions, your shares will be voted in the manner recommended by the board of directors on all matters presented in this proxy statement, and as the persons named as proxies in the proxy card may determine in their discretion with respect to any other matters properly presented at the Annual Meeting. You may also authorize another person or persons to act for you as proxy in a writing, signed by you or your authorized representative, specifying the details of those proxies’ authority. The original writing must be given to each of the named proxies, although it may be sent to them by electronic transmission if, from that transmission, it can be determined that the transmission was authorized by you.
Quorum
A quorum of stockholders is necessary to hold a valid meeting. Our fourth amended and restated by-laws (the “By-Laws”) provide that a quorum will exist if stockholders holding a majority of the shares of stock issued and outstanding and entitled to vote are present at the meeting in person (including virtually via the Internet or by proxy). There were 120,464,338 shares entitled to vote on April 10, 2026, our record date. Therefore, a quorum will be present if at least 60,232,170 shares of our common stock are present in person or represented by executed proxies timely received by us at the Annual Meeting. Under the General Corporation Law of the State of Delaware, votes withheld, abstentions and broker non-votes count as present for establishing a quorum. If a quorum is not present, the meeting may be adjourned until a quorum is obtained. Shares present virtually during the Annual Meeting will be considered shares of common stock represented in person at the meeting.
Ballot Measures Considered “Routine” and “Non-Routine”
The election of the class I directors (“Proposal No. 1”) and the non-binding advisory basis approval of the compensation of our NEOs (“Proposal No. 3”) are considered non-routine matters under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposals No. 1 and No. 3.
The ratification of the appointment of Deloitte & Touche LLP as Intellia’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal No. 2”) is a matter considered routine under applicable rules. A broker or other nominee may generally exercise discretionary authority and vote on routine matters. If all brokers exercise this discretionary authority, no broker non-votes are expected to exist in connection with Proposal No. 2; however, any broker non-votes will not be counted as “votes cast” and will therefore have no effect on Proposal No. 2.
Votes Required For the Matters to Be Voted on at the Annual Meeting
To be elected, each of the three directors nominated in Proposal No. 1 must receive a majority of the votes properly cast with respect to his or her election. As each director position is uncontested, our by-laws require that a director must receive more “for” votes than “against” votes in order to be elected at the Annual Meeting. If any of the director nominees receives more “against” votes than “for” votes in an uncontested election, the affected director shall tender his or her resignation to the board of directors. You may vote “for”,
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“against” or “abstain” from voting for each director nominee. Abstentions and broker non-votes, if any, are not considered votes cast for or against this proposal and will accordingly have no effect on the election of the nominees.
The ratification of the appointment of Deloitte & Touche LLP as Intellia’s independent registered public accounting firm in Proposal No. 2 requires the affirmative vote of the majority of the shares of common stock properly cast “for” or “against” such matter at the Annual Meeting. Because abstentions and broker non-votes, if any, are not considered votes cast for or against this proposal, they will have no effect on the outcome of the vote.
The approval, on a non-binding advisory basis, of the compensation of our NEOs in Proposal No. 3 requires the affirmative vote of the majority of the shares of common stock properly cast “for” or “against” such matter at the Annual Meeting. Because your vote is advisory, it will not be binding on the board of directors or its compensation and talent development committee (the “compensation committee”), but the board of directors and compensation committee intend to review the voting results and take them into consideration when making future decisions about executive compensation. Abstentions and broker non-votes will not be counted in favor of or against the proposal and will, therefore, have no effect.
Method of Counting Votes
Each holder of common stock is entitled to one vote at the Annual Meeting on each matter to come before the Annual Meeting, including the election of a director, for each share held by such stockholder as of the record date. Votes cast at the Annual Meeting or by proxy by mail, via the Internet or by telephone will be tabulated by the inspector of elections appointed for the Annual Meeting, who will also determine whether a quorum is present.
Broker non-votes have no effect on Proposals No. 1, No. 2 and No. 3. Abstentions have no effect on Proposals No. 1, No. 2 and No. 3. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.
Revoking a Proxy; Changing Your Vote
If you are a stockholder of record, you may revoke your proxy before the final vote is taken at the Annual Meeting:
If your shares are held in “street name,” you must contact the bank, broker or other nominee holding your shares and follow their instructions for revoking or changing your vote.
Your attendance at the Annual Meeting online will not automatically revoke your proxy.
Costs of Proxy Solicitation
We will bear the costs of soliciting proxies. In addition to solicitations by mail, our directors, officers, employees and agents, without additional remuneration, may solicit proxies by telephone, facsimile, email, personal interviews and other means. We have hired Broadridge Financial Solutions, Inc. to assist us in the distribution of Proxy Materials. Proxy solicitation expenses that we will pay include those for preparation, mailing, returning, and tabulating the proxies.
Voting Results
We plan to announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Annual Meeting.
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PROPOSAL NO. 1 – ELECTION OF THREE CLASS i DIRECTORS
Our board of directors currently consists of eight members. In accordance with the terms of our Certificate of Incorporation and By-Laws, our board of directors is divided into three classes, class I, class II and class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows:
Upon the expiration of the term of a class of directors, directors in that class will be eligible to be nominated by our board of directors and elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires.
Our Certificate of Incorporation and By-Laws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our Certificate of Incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least 75% of the outstanding shares then entitled to vote in an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.
Our board of directors has nominated Muna Bhanji, R.Ph., Brian Goff and Jesse Goodman, M.D., M.P.H. for election as the class I directors at the Annual Meeting. The nominees are presently directors and have indicated a willingness to continue to serve as directors, if elected. If a nominee becomes unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our board of directors.
The board of directors seeks candidates that have broad experience and skills in areas important to the operation of our Company. We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, diversity, knowledge and abilities that will allow our board of directors to promote our strategic objectives and fulfill its responsibilities to our stockholders. In this context, we also consider a variety of attributes in selecting nominees to our board of directors, such as:
These factors and others are considered useful by our board of directors and are reviewed in the context of an assessment of the perceived needs of our board of directors at a particular point in time.
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Nominees for Election as Class I Directors
Biographical information, including principal occupation and business experience during at least the last five years, for our nominees for election as the class I directors at our Annual Meeting is set forth below as of April 10, 2026.
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Muna Bhanji, R.Ph. has served as a member of our board of directors since April 2022. Ms. Bhanji is the founder and principal of TIBA Global Access, LLC, a commercialization and market access strategy consultancy serving the biopharmaceutical industry since January 2021. Ms. Bhanji previously served in roles of increasing responsibility at Merck & Co., Inc. (“Merck”), including a number of senior strategic leadership and operating roles within the U.S. and global commercial organizations driving growth across a broad portfolio of medicines and vaccines of over $40+ billion annually. Most recently, Ms. Bhanji served as the senior vice president, global market access & policy with responsibility for enabling payer reimbursement and access for patients, for Merck’s products around the world from 2010 through December 2020 and as senior vice president, hospital & specialty franchises from 2014 until 2017. In addition, Ms. Bhanji served as senior vice president for global oncology and global hospital and specialty commercial franchises for Merck. She currently serves on the board of directors of Cytokinetics, Inc., Veracyte, Inc. and Ardelyx, Inc. She also serves on the board of Lumanity, an Arsenal Capital Partners’ portfolio company, and Corus International, an international NGO. Ms. Bhanji earned her B.Sc. in Pharmacy from Rutgers School of Pharmacy and an M.B.A. from St. Joseph’s University. We believe that Ms. Bhanji’s extensive U.S. and global commercial and operational experience within the pharmaceutical industry provide her with the qualifications and skills to serve as a director of our Company. |
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Brian Goff has served as a member of Intellia’s board of directors since June 2024. Mr. Goff brings more than 30 years of experience in commercialization, operations, sales and marketing at leading biopharmaceutical companies. He is a seasoned and accomplished global leader focused on rare diseases. Since 2022, he has served as the CEO of Agios Pharmaceuticals, Inc. and as a board member. Prior to this, he was the executive vice president, chief commercial and global operations officer at Alexion Pharmaceuticals, Inc. until its acquisition by AstraZeneca PLC in 2021. His previous roles include chief operating officer and board member at Neurovance, Inc. before its acquisition by Otuska Pharmaceuticals, as well as executive vice president and president of the Hematology Division at Baxalta Incorporated prior to its acquisition by Shire plc. Earlier in his career, he held positions in sales and marketing at Novartis and Johnson & Johnson’s pharmaceutical division. Mr. Goff holds a B.A. from Skidmore College and an M.B.A. from the Wharton School at the University of Pennsylvania. We believe that Mr. Goff’s executive and board experience and extensive experience in the life sciences industry provide him with the qualifications and skills to serve as a director of our Company. |
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Jesse Goodman, M.D., M.P.H. has served as a member of our board of directors since October 2018. Since March 2014, Dr. Goodman has been the director of the Center on Medical Product Access, Safety and Stewardship, and professor of medicine and attending physician in infectious diseases at Georgetown University. Dr. Goodman also is an infectious disease physician at the Washington D.C. Veterans Affairs and Walter Reed Medical Centers. Until 2025, Dr. Goodman served on the board of directors of GlaxoSmithKline plc, a multinational pharmaceutical company, which he joined in 2016, and chaired that board’s science committee until early 2023. And, until February 2026, he served on the board of directors of BiomX, Inc., following its acquisition of Adaptive Phage Therapeutics, Inc., where he was a director. Dr. Goodman also has served as a president (2015 to 2020) and member (2015 to present) of the board of trustees of the United States Pharmacopeia. He was previously a member of the board of scientific counselors for infectious diseases of the Centers for Disease Control and Prevention (“CDC”). From 2009 until February 2014, Dr. Goodman served as the chief scientist of the U.S. Food and Drug Administration (“FDA”). Dr. Goodman also served as deputy commissioner for science and public health at the FDA from 2009 through 2012. Prior to that, Dr. Goodman was the director of the FDA’s Center for Biologics Evaluation and Research from 2003 to 2009 and a senior advisor to the FDA commissioner from 1998 through 2000. Prior to his government service, Dr. Goodman was professor of medicine and chief of infectious diseases at the University of Minnesota. Dr. Goodman has served on numerous advisory boards and committees for national and international health care organizations, including the CDC, the National Institute of Health, the World Health Organization and the Coalition on Epidemic Preparedness Innovations. Dr. Goodman received a B.S. in biology from Harvard College, a master’s in public health |
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from the University of Minnesota and an M.D. from the Albert Einstein College of Medicine, and did his residency and fellowship training in medicine, infectious diseases and oncology at the Hospital of the University of Pennsylvania and at the University of California in Los Angeles, where he was also chief medical resident. He has been elected to the Institute of Medicine of the National Academy of Sciences. We believe that Dr. Goodman’s expertise in medicine, biopharmaceutical regulatory requirements and public health, including as a professor, practicing clinician and senior government leader, provides him with the qualifications and skills to serve as a director of our Company. |
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The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if a nominee is unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our board of directors may designate.
The board of directors recommends voting “FOR” the election of Muna Bhanji, R.Ph., Brian Goff and Jesse Goodman, M.D., M.P.H. as the class I directors, to serve for a three-year term ending at the annual meeting of stockholders to be held in 2029.
Directors Continuing in Office
Biographical information, including principal occupation and business experience during at least the last five years, for our directors continuing in office is set forth below.
Class II Directors (Term Expires at 2027 Annual Meeting)
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Fred Cohen, M.D., D.Phil. has served as a member of our board of directors since January 2019. Dr. Cohen founded Monograph Capital Partners, a life sciences venture capital fund, in 2021, and serves as its chairman and chief investment officer. Dr. Cohen also co-founded Vida Ventures, a biotechnology venture capital fund, in 2017 and has served as one of its senior managing directors since then. From 2001 to 2016, he was a partner of TPG, a private equity company, and served as the co-head of its biotechnology group, TPG Biotech, a venture capital fund that he founded in 2001. Dr. Cohen currently serves as a senior advisor to TPG. From 1988 through December 2014, Dr. Cohen was a professor of cellular and molecular pharmacology at the University of California, San Francisco (“UCSF”), where he also held various clinical responsibilities, including as a research scientist, an internist for hospitalized patients, a consulting endocrinologist, and chief of the division of endocrinology and metabolism. He is a member of the board of trustees of the UCSF Foundation. Dr. Cohen currently serves on the boards of directors of CareDx, Inc. and Kyverna Therapeutics, Inc. Within the last five years, Dr. Cohen has also served on the boards of directors of the following public biotechnology and pharmaceutical companies: Progyny, Inc. (until May 2025), UroGen Pharma Ltd (until September 2024) and Veracyte, Inc. (until June 2021). Dr. Cohen was a co-founder and executive chairperson of privately held Cell Design Labs, which was acquired by Gilead Sciences, Inc. in December 2017. He holds a B.S. in molecular biophysics and biochemistry from Yale University, a D.Phil. in molecular biophysics from Oxford University, and an M.D. from Stanford University. Dr. Cohen completed his postdoctoral training and postgraduate medical training in internal medicine and endocrinology at UCSF. He is a fellow of the American College of Physicians and the American College of Medical Informatics, and a member of the American Society for Clinical Investigation and Association of American Physicians. Dr. Cohen was elected to the National Academy of Medicine in 2004 and the American Academy of Arts and Sciences in 2008. Dr. Cohen currently serves on the board of directors of various private biotechnology and healthcare companies. We believe that Dr. Cohen’s vast experience in the biotechnology industry, including providing strategic advice and oversight to preclinical, clinical and commercial biopharmaceutical companies, and in medicine, as a researcher, professor and clinician, provides him with the qualifications and skills to serve as a director of our Company.
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Frank Verwiel, M.D. has served as the chairperson of our board of directors since February 2020 after joining as a member in July 2017. From July 2005 to February 2008, Dr. Verwiel served as president, chief executive officer and a member of the board of directors of Axcan Pharma, Inc. (“Axcan”), a public specialty pharmaceutical company. Dr. Verwiel continued with these responsibilities after taking Axcan private in February 2008 and through February 2014 when the company, which had changed its name to Aptalis Pharma, Inc. (“Aptalis”), was acquired by Forest Laboratories, Inc. Prior to joining Aptalis, Dr. |
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Verwiel held international senior management positions with Merck, including as vice president, hypertension, worldwide human health marketing from June 2001 to May 2005. He concurrently served as a leader of Merck’s worldwide hypertension business strategy team. Dr. Verwiel was also managing director of Merck’s Dutch subsidiary from June 1996 to May 2001. Prior to his tenure at Merck, he had international leadership positions at Servier Laboratories, a pharmaceutical company, from 1988 until 1995. Dr. Verwiel currently serves on the boards of directors of Bavarian Nordic A/S, a biopharmaceutical vaccine company, which he joined in April 2016, and Capsida Biotherapeutics Inc., a privately held biopharmaceutical company, since August 2019. He has also served as chairman of the board of Avidicure, a privately held biopharmaceutical company, since July 2022. Within the last five years, Dr. Verwiel has also served on the board of directors of ObsEva SA, a biopharmaceutical company, until May 2022. Dr. Verwiel was also a member of the board of directors of the Biotechnology Innovation Organization from February 2013 to April 2014. Dr. Verwiel holds an M.D. from Erasmus University, Rotterdam in the Netherlands and an M.B.A. from INSEAD, Fontainebleau in France. We believe that Dr. Verwiel’s experience as an executive leader and board member in the biopharmaceutical industry, from preclinical companies to large multinational entities, as well as his business, scientific and medical knowledge, provide him with the qualifications and skills to serve as a director of our Company. Class III Directors (Term Expires at 2028 Annual Meeting) |
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William Chase has served as a member of our board of directors since April 2023. Mr. Chase served as Executive Vice President, Finance and Administration, for AbbVie Inc. (“AbbVie”) from October 2018 to July 2019 and prior to that served as Executive Vice President and Chief Financial Officer from 2012 to 2018. In these roles he oversaw all financial, investor, and informational technology activities and played a critical strategic role in AbbVie’s licensing and acquisition activities. Prior to his tenure at AbbVie, he served in a number of financial and strategic positions at Abbott Laboratories (“Abbott”), including corporate vice president, licensing & acquisitions, corporate vice president, treasurer, and divisional vice president and controller, Abbott International. He currently serves on the board of Parexel International Corporation and Grail, Inc. Mr. Chase holds a bachelor’s degree in finance from the University of Illinois and an M.B.A. from the University of Chicago. We believe Mr. Chase’s executive leadership experience as well as his operational, financial and accounting expertise and knowledge of the pharmaceutical industry, provide him with the qualifications and skills to serve as a director of our Company. |
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58 |
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April 2023 |
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Age
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Director Since
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Georgia Keresty, Ph.D., M.P.H. has served as a member of our board of directors since April 2021. Dr. Keresty most recently served as the chief operating officer at Volnay Therapeutics, a stealth mode biotechnology start-up company, from March 2023 to November 2024. Prior to this role, Dr. Keresty served as the chief operating officer for Takeda Research and Development (“Takeda R&D”), a division of Takeda Pharmaceuticals USA, Inc. (“Takeda”) from December 2017 to December 2020. During Dr. Keresty’s time at Takeda, she also served as Takeda R&D’s global head of medical sciences and development operations. Prior to her time at Takeda, Dr. Keresty worked at Johnson & Johnson from July 2003 to September 2017, serving in multiple roles including as vice president and global head, pharmaceutical development and manufacturing science. Dr. Keresty has also worked at Bristol-Myers Squibb Company and Novartis Pharmaceuticals Corporation (“Novartis”). Dr. Keresty earned a B.S. in chemical engineering from Clarkson University and a B.S. in computer science from Ramapo College of New Jersey. Dr. Keresty also earned an M.S. in information systems from Pace University, an M.B.A. and Ph.D. in operations management from Rutgers Business School and an M.P.H. in Global Health Leadership from the University of Southern California. Dr. Keresty achieved her NACD Directorship Certification in September 2020, and serves on the board of directors of Solid Biosciences, Inc. She previously served on the board of directors of Aspen Technology, Inc., Commissioning Agents, Inc., and Janssen Alzheimer Immunotherapy as well as the boards of trustees for Clarkson University and the NJ Advocates for Aging Well. We believe that Dr. Keresty’s leadership experience and vast experience with manufacturing and research and development in the pharmaceutical industry provide her with the qualifications and skills to serve as a director of our Company. |
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64 |
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April 2021 |
8
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Age
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Director Since
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John M. Leonard, M.D. has served as our president and chief executive officer (“CEO”) since January 2018, and as a member of our board of directors since July 2014. Dr. Leonard has over 30 years of combined experience in medicine and pharmaceutical research and development. He previously served as our executive vice president, research and development from January 2017 to January 2018, and prior to that served as our chief medical officer from July 2014 to January 2017. Prior to joining Intellia, Dr. Leonard was chief scientific officer and senior vice president of research & development at AbbVie, a global biopharmaceutical company, from its spin-out from Abbott in January 2013 until retiring at the end of 2013. Prior to the formation of AbbVie, from 2008 to 2012, he was global head of pharmaceutical research & development at Abbott, a multinational pharmaceutical and health care products company, and before that served in various research and development roles at Abbott beginning in 1992. Since October 2016, Dr. Leonard has served on the board of directors of IQVIA Holdings Inc. (“IQVIA”), a multinational health information technology and clinical research company. Between February 2015 and October 2016, he served on the board of directors of Quintiles, an international contract research organization and pharmaceutical service consulting company, which merged with IMS Health, Inc. to form IQVIA. Dr. Leonard also currently serves on the board of directors of a privately held biopharmaceutical company. He received a B.A. in biochemistry from the University of Wisconsin at Madison and an M.D. from Johns Hopkins University. Dr. Leonard completed his residency in internal medicine at Stanford University School of Medicine, and then completed a postdoctoral fellowship in molecular virology at the National Institute of Allergy and Infectious Diseases at the National Institutes of Health. We believe that Dr. Leonard’s extensive experience as an executive leader in drug development and the biopharmaceutical industry provides him with the qualifications and skills to serve as a director of our Company. |
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68 |
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July 2014 |
There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was performed, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of the Company. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director.
There are no material legal proceedings to which any of our directors, or affiliates, is a party adverse to the Company or its subsidiary or in which any such person has a material interest adverse to the Company or its subsidiary.
Summary of Board Qualifications and Experience
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Muna |
William |
Fred |
Brian |
Jesse |
Georgia |
John |
Frank |
Experience |
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Biopharma Industry Experience |
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Executive Leadership |
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Financial Expert |
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Strategy/Corporate Development |
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Product Development and/or Commercialization |
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Drug Discovery Research |
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Public Company Governance |
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C |
Intellia Tenure |
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Intellia Tenure in Years |
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4 |
3 |
7 |
2 |
8 |
5 |
12 |
9 |
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denotes experience |
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C |
denotes chairperson experience |
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We are a leading biopharmaceutical company focused on revolutionizing medicine leveraging CRISPR gene editing and other core technologies. Our mission is to transform the lives of people with severe diseases by developing and commercializing potentially curative treatments. With deep scientific, technical and clinical development experience, we aim to reset the standard for medicine by durably treating the root causes of disease. For over a decade, we have applied our proprietary technologies and expertise, including CRISPR-based gene editing technologies, oligonucleotides, and lipid nanoparticles (“LNPs”), to develop novel, first-in-class product candidates. We believe that our current directors, individually and as a group, have the necessary experience, knowledge and abilities to set our strategic objectives and oversee the Company as we implement our strategy. Almost all of our directors are experienced directors of other publicly held companies with commercial products, and each has served on key board committees, including audit, compensation and nominating and corporate governance committees. They each use this experience to ensure appropriate oversight
9
and strategic direction of Intellia’s matters. Some of our directors, such as Mr. Goff and Drs. Cohen, Leonard and Verwiel, are or have been directors or executive leaders of start-up and mid-sized biopharmaceutical companies that developed therapeutic candidates using novel technologies and transitioned from preclinical to clinical and commercial stages, and use this experience to inform the Company’s strategy. Others, such as Ms. Bhanji, Messrs. Chase and Goff, and Drs. Keresty and Leonard, held executive leadership positions in established pharmaceutical companies with significant commercial therapeutic products, which helps ensure that our long-term strategy includes consideration of these factors. Dr. Goodman’s experience as a regulator, Dr. Keresty’s experience leading pharmaceutical operations and manufacturing functions, and Dr. Leonard’s experience as head of pharmaceutical research and development allow each to provide critical input and oversight for the clinical development and manufacturing of our product candidates, both currently and in the future. Mr. Chase is a financial expert who led key financial functions at public companies in both pharmaceutical and non-pharmaceutical industries, and Drs. Cohen and Verwiel are experienced private and public market investors with a deep and broad understanding of the financial markets and technological landscape, including competitive and complementary technologies. Their investing and financial experience helps the Company to make optimal decisions regarding its investment and use of proceeds, and strategic decisions regarding material agreements and collaborations. Ms. Bhanji’s experience as a leader of commercialization and market access, including reimbursement, at an established pharmaceutical company enable her to provide critical input and oversight for our commercialization strategies. Mr. Goff’s range of experiences as a chief operating officer, a chief commercial officer and currently a chief executive officer at biotechnology and pharmaceutical companies enables him to advise and counsel us on a wide range of topics including commercialization, operations, risk management and strategy. Finally, the vast majority of our board members are scientifically trained, holding advanced medical and scientific doctorates, which allows them to expertly evaluate the Company’s research and development programs within the relevant technological landscape. For these reasons, and those set forth in their biographies above, we believe that the members of our board of directors are the appropriate stewards of the Company as we expand our pipeline and continue to move towards approval and commercialization of our product candidates.
10
Executive Officers Who Are Not Directors
Biographical information for our executive officers who are not directors is listed below.
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Age |
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Officer Since |
James Basta, J.D. has served as our executive vice president, general counsel and corporate secretary since June 2021. Prior to joining Intellia, Mr. Basta served as chief legal officer and secretary at Kura Oncology, Inc. (“Kura”) from November 2019 to June 2021. Prior to Kura, he spent 13 years at Biogen Inc. (“Biogen”), from 2006 through 2019, where he most recently served as senior vice president and chief corporation counsel, managing the legal representation for Biogen’s securities filings, board of directors, business development, finance and tax, corporate affairs, employment and information technology. Prior to joining Biogen, he was a partner in the Corporate and Securities Practice Group at Baker & McKenzie. Mr. Basta serves on the executive advisory board of the Chemistry Life Processes Institute at Northwestern University. He earned his J.D. from Northwestern University Pritzker School of Law and his B.A. in economics from Northwestern University. |
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60 |
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June 2021 |
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Age |
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Officer Since |
Eliana Clark, Ph.D. has served as our executive vice president, chief technical officer since February 2022. Prior to her current role, Dr. Clark served as our senior vice president of technical operations since January 2020. Prior to Intellia, she spent seven years in leadership roles at Biogen, including vice president of international manufacturing operations from December 2016 through June 2019 and vice president of product development and portfolio management, where she led the team responsible for CMC product strategy, supply and lifecycle management for their entire product portfolio, from July 2019 through December 2019. Before Biogen, Dr. Clark spent many years at Sanofi/Genzyme, where she held leadership roles in formulation development, technical services and CMC regulatory. Prior to working in industry, she was a professor at Tufts University in the Chemical and Biological Engineering Department for nearly 15 years. Dr. Clark holds a B.E. and Ph.D. in chemical engineering from the Universidad Nacional de Litoral in Santa Fe, Argentina, and graduated from the Greater Boston Executive Program at MIT Sloan School of Management. |
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69 |
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February 2022 |
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Age |
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Officer Since |
Michael P. Dube was appointed as principal accounting officer of Intellia in April 2024. Mr. Dube joined Intellia in September 2023 and is currently the vice president, chief accounting officer. Mr. Dube brings to Intellia experience from his previous senior-level corporate finance positions from 2012 to 2023 at Abiomed, Inc. (“Abiomed”), a global medical technology company (now part of Johnson & Johnson MedTech), including as global corporate controller. Prior to Abiomed, he spent 10 years in public accounting at Deloitte & Touche LLP where he specialized in audit and risk management services within the life sciences industry. His expertise within corporate finance and as a Certified Public Accountant reinforces Intellia’s financial leadership team as it continues to innovate within the biotechnology sector. Mr. Dube holds a B.A. in Accounting from the University of Delaware. Although Mr. Dube is not currently a named executive officer, he is the current principal accounting officer and was a named executive officer in 2024 as a result of his time as interim principal financial officer and, therefore, he is being included here for context. |
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48 |
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April 2024 |
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Age |
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Officer Since |
Edward J. Dulac III has served as our executive vice president, chief financial officer and treasurer since July 2024. Mr. Dulac brings more than 20 years of combined finance, business development and corporate strategy experience to Intellia. Most recently, he served as chief financial officer of Fate Therapeutics, Inc. Prior to that role, Mr. Dulac spent numerous years at Celgene Corporation (which was acquired by Bristol-Myers Squibb Company) (“Celgene”), a leading global biopharmaceutical company, where he held multiple positions including as vice president, business development & strategy. Prior to Celgene, he worked as a biopharmaceutical equity research analyst at Barclays Capital and Lehman Brothers and in corporate finance at Pfizer Inc. Mr. Dulac holds a Bachelor of Pharmacy from the University of Pittsburgh and an M.B.A. from Indiana University, Kelley School of Business. |
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51 |
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July 2024 |
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Age |
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Officer Since |
David Lebwohl, M.D. has served as our executive vice president, chief medical officer since April 2020. Prior to joining Intellia, Dr. Lebwohl was chief medical officer at Semma Therapeutics, Inc. (“Semma”) starting in November 2018, which was acquired by Vertex Pharmaceuticals Incorporated. Prior to his role |
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71 |
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April 2020 |
11
at Semma, Dr. Lebwohl held numerous senior-level positions leading drug development at the global healthcare company Novartis from 2003 to 2018, including as senior vice president and franchise global program head, CAR-T, Promacta and SEG101 Global Program Teams. Prior to Novartis, Dr. Lebwohl led oncology development teams at Bristol-Myers Squibb Company. Dr. Lebwohl received an undergraduate degree in biochemical sciences from Harvard College and an M.D. from the Yale University School of Medicine. He completed his fellowship training at Memorial Sloan Kettering Cancer Center and his residency in Internal Medicine at Brigham and Women’s Hospital in Boston. Dr. Lebwohl has authored more than 50 peer-reviewed publications. |
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Age |
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Officer Since |
Birgit Schultes, Ph.D. has served as our executive vice president, chief scientific officer since January 2025. With over two decades’ experience in the biotechnology and pharmaceutical industry, Dr. Schultes brings deep oncology, immunology, disease biology and cell therapy expertise to Intellia. She manages a multidisciplinary team focused on ex vivo applications of CRISPR/Cas9 to generate novel cell therapies for oncology and autoimmune indications. Prior to joining Intellia, Dr. Schultes served as a senior director at Unum Therapeutics (now Cogent Biosciences, Inc.) from 2015 to 2017, where she directed the preclinical efforts for Unum’s universal T cell programs. Earlier in her career, Dr. Schultes held a variety of translational research roles in disease biology, oncology and immunology at Momenta Pharmaceuticals, Inc., United Therapeutics Corporation and AltaRex Corp., focusing primarily on biologics. Additionally, she co-founded Advanced Immune Therapeutics, Inc., a company working on novel IgE-based cancer therapeutics. Dr. Schultes received her M.S. in biology and Ph.D. in immunology from the University of Bonn, Germany, and completed the Advanced Management Development Program at Boston University. |
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63 |
|
January 2025 |
The principal occupation and employment during the past five years of each of our executive officers was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of the Company. There is no arrangement or understanding between any of our executive officers and any other person or persons pursuant to which he or she was or is to be selected as an executive officer.
There are no material legal proceedings to which any of our executive officers is a party adverse to the Company or our subsidiary or in which any such person has a material interest adverse to the Company or its subsidiary.
12
PROPOSAL NO. 2 – RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP
AS INTELLIA’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2026
Intellia’s stockholders are being asked to ratify the appointment by the audit committee of the board of directors of Deloitte & Touche LLP as Intellia’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Deloitte & Touche LLP has served as Intellia’s independent registered public accounting firm since 2015.
The audit committee is responsible for selecting and appointing Intellia’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Stockholder approval is not required to appoint Deloitte & Touche LLP as Intellia’s independent registered public accounting firm. However, the board of directors believes that submitting the appointment of Deloitte & Touche LLP to the stockholders for ratification is good corporate governance. If the stockholders do not ratify this appointment, the audit committee will reconsider whether to retain Deloitte & Touche LLP. Even if the selection of Deloitte & Touche LLP is ratified, the audit committee, at its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interest of Intellia and its stockholders.
A representative of Deloitte & Touche LLP is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions from our stockholders.
Intellia incurred the following fees from Deloitte & Touche LLP for the audit of the consolidated financial statements and for other services provided during the years ended December 31, 2025 and 2024.
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2025 |
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2024 |
|
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Audit fees (1) |
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$ |
1,198,013 |
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$ |
1,149,200 |
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Audit-related fees (2) |
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1,895 |
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1,895 |
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Total fees |
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$ |
1,199,908 |
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$ |
1,151,095 |
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Audit Committee Pre-approval Policy and Procedures
Our audit committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy provides that we will not engage our independent registered public accounting firm to render audit or non-audit services, other than non-audit services that are “de minimis” under Section 10A(i)(1)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), unless the service or category of service is specifically approved in advance by our audit committee or the engagement is entered into pursuant to the pre-approval procedure described below.
From time to time, our audit committee, or one or more members of the audit committee delegated by the audit committee, may pre-approve all auditing services and the terms thereof and non-audit services (other than non-audit services prohibited under Section 10A(g) of the Exchange Act or the applicable rules of the SEC or the Public Company Accounting Oversight Board (the “PCAOB”)) to be provided to the Company by the independent auditors during the next 12 months, provided that if the audit committee delegates one or more of its members to make such pre-approval decisions then such delegate(s) shall present all pre-approval decisions to the full audit committee at its first meeting following such decision. Any such pre-approval details the particular service or category of service to be provided and is also generally subject to a maximum dollar amount. The audit committee also regularly receives updates from management about the services actually performed and the associated fees and expenses actually incurred. Management must obtain the specific prior approval of the audit committee for each engagement of the independent registered public accounting firm to perform other audit-related or other non-audit services, except that the audit committee may delegate one or more members of the audit committee to pre-approve engagements for non-audit services and any such approved non-audit services must then be presented to the audit committee at its next meeting. The audit committee does not delegate its responsibility to approve services performed by the independent registered public accounting firm to any member of management.
During our 2025 and 2024 fiscal years, all of the services provided to us by Deloitte & Touche LLP were in accordance with the pre-approval policies and procedures described above.
The board of directors recommends voting “FOR” Proposal No. 2 to ratify the appointment of Deloitte & Touche LLP as Intellia’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
13
PROPOSAL NO. 3 – NON-BINDING ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
Intellia’s stockholders are being asked to vote, on a non-binding advisory basis, to approve the compensation of our named executive officers as explained herein. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) enables our stockholders to vote to approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules. In the “Compensation Discussion and Analysis” section below, we describe our executive compensation programs and the decisions that our board of directors and its compensation committee made regarding the 2025 compensation of our named executive officers. We have implemented a pay-for-performance focused compensation program that is designed to motivate employees, including our named executive officers, to achieve short- and long-term results that drive the Company’s success and are in the best interests of our stockholders. We believe our compensation policy strikes an appropriate balance between the implementation of responsible, measured compensation practices and the effective provision of incentives for our named executive officers to exert their best efforts for scientific and business success.
Our stockholders voted on June 11, 2025 to have advisory votes every year to approve the compensation paid to our named executive officers, and we will continue that approach until the next required stockholder vote on the frequency of future non-binding advisory votes to approve the compensation of our named executive officers, which will occur at the annual meeting of stockholders to be held in 2031. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the policies and practices described in this proxy statement.
As this vote is advisory, it will not be binding upon our board of directors or compensation committee, and neither our board of directors nor our compensation committee will be required to take any action as a result of the outcome of this vote. However, our board of directors and compensation committee value the views of our stockholders and will carefully consider the outcome of this vote when considering future executive compensation policies and decisions.
For approval, this proposal must receive the affirmative vote of the majority of shares properly cast on the proposal. Abstentions and broker non-votes will have no effect on Proposal No. 3.
Accordingly, our board of directors is asking our stockholders to vote FOR the following non-binding advisory resolution to approve the compensation of the Company’s named executive officers as disclosed in this proxy statement:
“BE IT RESOLVED THAT the Company’s stockholders hereby approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement for the 2026 Annual Meeting of Stockholders pursuant to Section 14A of the Exchange Act, including the Compensation Discussion and Analysis, the Summary Compensation Table, and the narrative disclosures that accompany the compensation tables.”
14
TRANSACTION OF OTHER BUSINESS
Our board of directors does not know of any other matters to be raised at the Annual Meeting. If any other matters not mentioned in this proxy statement are properly brought before the meeting, the appropriate executive officers and directors named in this proxy statement intend to use their discretionary voting authority under the proxy to vote the proxy in accordance with their best judgment on those matters.
15
CORPORATE GOVERNANCE
Director Nomination Process
Our nominating and corporate governance committee is responsible for identifying individuals qualified to serve as directors, consistent with criteria approved by our board, and recommending such persons to be nominated for election as directors, except where we are legally required by contract, law or otherwise to provide third parties with the right to nominate.
The process followed by our nominating and corporate governance committee to identify and evaluate director candidates includes requests to directors and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to current directors and potential candidates, and interviews of selected candidates by management, recruiters and members of the committee and our board. The qualifications, qualities and skills that our nominating and corporate governance committee believes must be met by a committee-recommended nominee for a position on our board of directors are as follows:
Stockholders may recommend individuals to the nominating and corporate governance committee for consideration as potential director candidates. Any such proposals should be submitted to our corporate secretary at our principal executive offices no later than the close of business on the 120th day prior to the first anniversary of the date of the preceding year’s annual meeting and should include appropriate biographical and background material to allow the nominating and corporate governance committee to properly evaluate the potential director candidate and the number of shares of our stock beneficially owned by the stockholder proposing the candidate. Stockholder proposals should be addressed to Intellia Therapeutics, Inc., 40 Erie Street, Suite 130, Cambridge, Massachusetts 02139, Attention: Investor Relations / Corporate Secretary. Assuming that biographical and background material has been provided on a timely basis in accordance with our fourth amended and restated by-laws, any recommendations received from stockholders will be evaluated in the same manner as potential nominees proposed by the nominating and corporate governance committee. If our board of directors determines to nominate and recommend the election of a stockholder-recommended nominee, then his or her name will be included on our proxy card for the next annual meeting of stockholders. See “Stockholder Proposals” for a discussion of submitting stockholder proposals.
Director Independence
Applicable Nasdaq rules require a majority of a listed company’s board of directors to be comprised of independent directors. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent; that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act; and that compensation committee members satisfy independence criteria set forth in Rule 10C-1 under the Exchange Act. Under applicable Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of the listed company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the board of directors, the audit committee, or any other committee of the board of directors, accept, directly or indirectly, any consulting, advisory
16
or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. In addition, in affirmatively determining the independence of any director who will serve on a company’s compensation committee, Rule 10C-1 under the Exchange Act requires that a company’s board of directors consider all factors specifically relevant to determining whether a director has a relationship to such company that is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including: the source of compensation to the director, including any consulting, advisory or other compensatory fee paid by such company to the director, and whether the director is affiliated with the company or any of its subsidiaries or affiliates.
Our board of directors has determined that, with the exception of Dr. Leonard, each of the directors who served during the fiscal year ended December 31, 2025, and each of the nominees for director at the Annual Meeting, is an independent director, including for purposes of Nasdaq and SEC rules. In making such independence determination, our board of directors considered the relationships that each non-employee director has with the Company and all other facts and circumstances that our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. In considering the independence of the directors listed above, our board of directors considered the association of our directors with the holders of more than 5% of our common stock. There are no family relationships among any of our directors or executive officers. Dr. Leonard is not an independent director under these rules because he is an executive officer of the Company.
Board Committees
Our board of directors has established an audit committee, a compensation committee, a nominating and corporate governance committee and a science and technology committee. Each of the audit committee, compensation committee, nominating and corporate governance committee and science and technology committee operates under a charter, and each such committee reviews its respective charter at least annually. A current copy of the charter for each of the audit committee, compensation committee, nominating and corporate governance committee and science and technology committee is posted on the corporate governance section of our website, http://ir.intelliatx.com/corporate-governance/documents-charters.
Audit Committee
Drs. Keresty and Verwiel, Ms. Bhanji and Mr. Chase served on the audit committee throughout 2025, with Mr. Chase serving as committee chair. Our board of directors has determined that each of Ms. Bhanji, Mr. Chase, Dr. Keresty and Dr. Verwiel is “independent” for audit committee purposes as that term is defined in the applicable rules of the SEC and Nasdaq, and has sufficient knowledge in financial and auditing matters to serve on the audit committee. Our board of directors has determined that Mr. Chase is an “audit committee financial expert,” as defined under the applicable rules of the SEC. During the fiscal year ended December 31, 2025, the audit committee met five times. The report of the audit committee is included in this proxy statement under “Report of the Audit Committee.” The audit committee’s responsibilities include:
17
All audit and non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm must be approved in advance by our audit committee following the procedures described above in Audit Committee Pre-approval Policy and Procedures under Proposal No. 2.
Compensation and Talent Development Committee
Ms. Bhanji, Dr. Cohen, Mr. Chase and Mr. Goff served on the compensation committee throughout 2025, with Mr. Goff appointed as the committee chair as of January 1, 2025. Our board of directors has determined that each member of the compensation committee is “independent” as defined in the applicable SEC and Nasdaq rules. During the fiscal year ended December 31, 2025, the compensation committee met six times. The compensation committee’s responsibilities include, but are not limited to:
The compensation committee may establish and delegate authority to one or more subcommittees consisting of one or more of its members to carry out its responsibilities. For example, to the extent permitted by applicable law and the provisions of a given equity-based plan, the compensation committee may delegate to a committee consisting of one or more of our executive officers, including the chief executive officer, all or part of the authority and duties, with respect to granting stock awards, to any individuals who are (i) not subject to the reporting and other provisions of Section 16 of the Exchange Act and (ii) not members of the delegated committee, such power to be subject to the parameters and limitations set forth in the applicable resolutions adopted by the compensation committee. Additionally, to the extent permitted by applicable law and the provisions of any employee benefit plan, the compensation committee may delegate any of its duties, responsibilities or authority in connection with any employee benefit plan to members of management as the compensation committee deems appropriate.
Compensation and Talent Development Committee Interlocks and Insider Participation
During 2025, the members of our compensation committee included Mr. Chase, Dr. Cohen, Ms. Bhanji and Mr. Goff. None of the members of our compensation committee was an employee or executive officer of Intellia during 2025, a former executive officer of Intellia, or had any other relationships with us requiring disclosure herein. None of our executive officers currently serves or has served as a director or a member of the compensation committee (or other committee serving an equivalent function) of any other entity whose executive officers served as one of our directors or a member of the compensation committee.
18
Nominating and Corporate Governance Committee
Drs. Verwiel, Keresty and Goodman served on the nominating and corporate governance committee throughout 2025, with Dr. Verwiel serving as committee chair. Mr. Goff joined the nominating and corporate governance committee in April 2025. Our board of directors has determined that each member of the nominating and corporate governance committee is “independent” as defined in the applicable Nasdaq rules. During the fiscal year ended December 31, 2025, the nominating and corporate governance committee met three times. The nominating and corporate governance committee’s responsibilities include:
Science and Technology Committee
Ms. Bhanji and Drs. Cohen, Goodman and Keresty were members of the science and technology committee throughout 2025, with Dr. Goodman as committee chair. During the fiscal year ended December 31, 2025, the science and technology committee met one time. The science and technology committee’s responsibilities may include:
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Board and Committee Meetings Attendance
The full board of directors met five times during 2025. During 2025, each member of the board of directors attended virtually or in person or participated in 75% or more of the aggregate of (i) the total number of meetings of the board of directors (held during the period for which such person has been a director) and (ii) the total number of meetings held by all committees of the board of directors on which such person served (during the periods that such person served).
Director Attendance at Annual Meeting of Stockholders
Directors are responsible for attending the annual meeting of stockholders. All members of the board of directors then in office attended the annual meeting of stockholders on June 11, 2025.
Stock Ownership Guidelines
The compensation committee has implemented stock ownership and retention guidelines (the “Guidelines”) for our directors and executive officers (“Covered Individuals”) to ensure they have a long-term equity stake in Intellia, to closely align the interests of both the directors and executive officers to those of our stockholders and to further our commitment to corporate governance.
Under the Guidelines, Covered Individuals must maintain stock ownership at a level of at least three times their annual retainer (excluding any committee retainers) or base salary, as applicable. For purposes of the Guidelines, stock ownership includes the value of common stock (including shares owned upon the vesting of restricted stock units) and 65% of the value of unvested restricted stock units subject to time-based vesting. No stock options or unvested restricted stock units that are subject to performance-based vesting are counted toward stock ownership for purposes of the Guidelines.
Covered Individuals are expected to make a good faith effort to reach the level of ownership specified in the Guidelines by the later of the last day of (1) the 2027 fiscal year or (2) the year containing the fifth anniversary of the individual becoming a Covered Individual. Until the Covered Individual meets the required equity ownership under the Guidelines, he or she is required to retain (i) 50% of all Company shares acquired during the phase-in period (net of shares withheld to cover the exercise price or tax withholding obligations); or (ii) 100% of all shares he or she acquires after the phase-in period (net of shares withheld to cover the exercise price or tax withholding obligations). All Covered Individuals have either reached compliance or are within their phase-in period.
Policy on Trading, Pledging and Hedging of Company Stock
Certain transactions in our securities (such as purchases and sales of publicly traded put and call options, and short sales) create a heightened compliance risk or could create the appearance of misalignment between management and stockholders. In addition, securities held in a margin account or pledged as collateral may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus creating the risk that a sale may occur at a time when a director or executive officer is aware of material, non-public information or otherwise is not permitted to trade in company securities. Our insider trading policy expressly prohibits our directors, executive officers, and all employees and their respective affiliates from engaging in short sales, which are the sale of securities of the Company that are not owned by such individual or entity at the time of the sale. Further, our directors, executive officers, and all other employees and their respective affiliates may not engage in any purchase or sale of puts, calls or other derivative securities of the Company or any derivative securities that provide the economic equivalent of ownership of any of our securities or an opportunity, direct or indirect, to profit from any change in the value of our securities, or other hedging transactions. In addition, our insider trading policy expressly prohibits our directors, executive officers, and all other employees and their respective affiliates from borrowing against Company securities held in a margin account or, without prior approval from the audit committee (which will only be granted if the director, executive officer or employee can demonstrate the financial capacity to repay the loan without depending on the pledged securities), pledging our securities as collateral for a loan. We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards. A copy of our insider trading policy is filed with our 2025 Annual Report as Exhibit 19.1.
Rule 10b5-1 Trading Plan Policy
We have
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Compensation Recovery Policy
On September 13, 2023, we adopted an amended and restated policy for recoupment of incentive compensation (the “Clawback Policy”) in compliance with the requirements of the Dodd-Frank Act, final SEC rules and applicable Nasdaq listing standards (the “final clawback rules”), which covers our current and former executive officers, including all of our named executive officers. Under the Clawback Policy, in the event that we are required to prepare a restatement of our previously issued financial statements due to our material noncompliance with any financial reporting requirement under securities laws, we are required to recover (subject to certain limited exceptions described in the Clawback Policy and permitted under the final clawback rules) any cash or equity incentive-based compensation received by any current or former executive officer after the effective date of the Clawback Policy and in the three years prior to the date we are required to restate our financial statements that is in excess of the amount that would have been received based on the restated financial statements.
Code of Business Conduct and Ethics
We have adopted a written code of business conduct and ethics that applies to all members of our board of directors, and to all our officers and employees, including our principal executive officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions. A current copy of the code is posted on the corporate governance section of our website, which is located at http://ir.intelliatx.com/corporate-governance/documents-charters. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K. If a non-independent director is appointed to serve on the audit, compensation or nominating and corporate governance committees, we will disclose the exception and/or limited circumstances on our website or in a current report on Form 8-K.
Board Leadership Structure and Board’s Role in Risk Oversight
Currently, the role of chairperson of the board of directors is separated from the role of chief executive officer. We believe that separating these positions allows our chief executive officer to focus on our day-to-day business, while allowing our chairperson of the board of directors to lead the board of directors in its fundamental role of providing strategic advice to, and independent oversight of, management. Our board of directors recognizes the time, effort and energy that the chief executive officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our chairperson, particularly as the board of directors’ oversight responsibilities continue to evolve and expand. While our fourth amended and restated by-laws and our third amended and restated corporate governance guidelines do not require that our chairperson and chief executive officer positions be separate, our board of directors believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance.
Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including risks relating to our financial condition, research, development and clinical activities, operations, manufacturing, talent, strategic direction, cybersecurity, legal compliance and intellectual property. Management is responsible for the day-to-day management of risks we face, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.
The role of the board of directors in overseeing the management of our risks is conducted primarily through committees of the board of directors, as disclosed in the descriptions of each of the committees above and in the charters of each of the committees. The full board of directors (or the appropriate board committee in the case of risks that are under the purview of a particular committee) discusses with management our major risk exposures, their potential impact on us, and the steps we take to manage them. When a board committee is responsible for evaluating and overseeing the management of a particular risk or risks, the chairperson of the relevant committee is responsible for reporting on the discussion to the full board of directors during the next board meeting. This enables the board of directors and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.
Our Commitment to Stakeholders and Our Community
We are a leading biopharmaceutical company focused on revolutionizing medicine leveraging CRISPR gene editing and other core technologies. Our mission is to transform the lives of people with severe diseases by developing and commercializing potentially curative treatments. With deep scientific, technical and clinical development experience, we aim to reset the standard for medicine by durably treating the root causes of disease. Our objective is to build a sustainable company delivering on our commitment to the patients we serve, our employees, our community, our environment and our stockholders. We believe that objective is advanced by following good governance principles, responsibly fostering a collaborative environment for our employees and maintaining a commitment to positively impact our employee community and the communities in which we work and live. We believe the success of our mission largely depends on our ability to attract and retain highly skilled employees with diverse backgrounds and experiences.
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Our nominating and corporate governance committee is responsible for overseeing the Company’s assessment, strategy and management of environmental, social and governance responsibilities.
Our Culture and Values
Our culture is rooted in four core values, with the overarching theme of the commitment we have made to our community and each other to act as one team to explore new ways of treating disease, disrupt the status quo and deliver life-changing therapies:
One: Respect for individuals and our unique qualities, strengths, and experiences Our single-minded determination to excel and succeed together Trust and rely on every one of us to triumph |
Explore: Seek new ways to tackle disease Open our minds to be free from assumptions and be open to new ideas Stay curious and push boundaries Think of new ways to overcome obstacles |
Disrupt: Think courageously to create a better future Defy conformity and interrogate the status quo Challenge thoughts and use skepticism and imagination to develop innovative solutions |
Deliver: Focus on the objective and your determination to complete the task Advance relentlessly and maintain high standards Stay accountable and pull your weight |
We believe these values help us build an organization where talented people from all backgrounds can make meaningful contributions to our commitment to patients and also grow their careers. Our core values guide how we work together and deliver on our mission.
We bring our values to life with programs and policies that foster and enhance our culture. Examples include:
Our Employees
Investing in our employees’ personal and career growth is an important priority at Intellia. We aim to provide a wide range of on-the-job development opportunities, as well as in-person, virtual and off-site training seminars, and tools. We believe employees at all levels are leaders at Intellia. Leadership competencies, career ladders and job descriptions are clearly defined to help our employees understand their individual career journey. We offer a variety of training programs that support our employees at every level. This starts with our new employee orientation program, which provides new hires with the information they need to integrate and be successful. We offer development days and mentorship opportunities focused on education, learning new skills and showcasing different career paths. As part of these initiatives, programming is tailored to the topics of interest identified by employees. Internal job opportunities are highlighted to promote job mobility. Annually, our employees work with their managers to set professional development goals and an action plan. Our goal is to ensure employees have the necessary skills to meet their current responsibilities optimally, as well as develop new abilities for the future. We invest in developing the next wave of managers at the Company. Our new manager orientation and manager effectiveness programming, as well as our management forums, aim to refine managerial skills in the areas of coaching for performance, development planning and leadership.
We offer a comprehensive compensation package, which includes a competitive salary, health, dental, vision and disability insurance, and a 401(k) match. In addition, employees generally receive Company equity upon the start of their employment with the Company and on an annual basis, and can also participate in our employee stock purchase program. We also have a tuition reimbursement program and sponsor immigration applications as appropriate. To ensure engagement and well-being, our employees have access to
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various paid leave of absence programs, including medical, family, and bonding leaves. Additional programs our employees have access to include our employee assistance program, a free onsite gym, and Company-sponsored employee-led engagement programs. We are committed to equitable pay, irrespective of any other legally protected status. We conduct comprehensive pay-equity reviews on a semi-annual basis. We have taken a flexible approach to supporting our employees in managing their work and personal responsibilities, with a focus on employee wellbeing.
Our Community
We take our responsibility as a member of our local community seriously. Our employees volunteer to serve and fundraise for homeless shelters, community beautification projects, and educational initiatives, particularly STEM mentoring initiatives, in underserved communities. In addition, we have partnered with the United Negro College Fund and established an Intellia scholarship for college students from underrepresented groups pursuing life science majors.
Our Environment
Although we currently have a small ecological footprint, we believe we can make a difference in protecting our environment. To reduce pollution and avoid traffic congestion, we provide transportation benefits to our employees to encourage the use of non-automobile-based transportation, such as public transportation, cycling, and walking. In addition, we have on-site recycling and composting programs in all our locations. As part of our environmental and sustainability efforts, we have replaced plastic utensils and single-use drinkware with reusable and washable cutlery and glassware.
Communication with the Directors of Intellia
Any interested party with concerns about our Company may report such concerns to the board of directors, or the chairperson of our board of directors and nominating and corporate governance committee, by submitting a written communication to the attention of such director at the following address:
c/o Intellia Therapeutics, Inc.
40 Erie Street, Suite 130
Cambridge, Massachusetts 02139
United States
You may submit your concern anonymously or confidentially by postal mail. You may also indicate whether you are a stockholder, customer, supplier or other interested party.
A copy of any such written communication may also be forwarded to Intellia’s legal counsel and a copy of such communication may be retained for a reasonable period of time. The recipient director may discuss the matter with Intellia’s legal counsel, with independent advisors, with non-management directors, or with Intellia’s management, or may take other action or no action as the director determines in good faith, using reasonable judgment, and applying their own discretion.
Communications may be forwarded to other directors if, for example, they relate to important substantive matters and include suggestions or comments that may be important for other directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances, and matters as to which we may receive repetitive or duplicative communications.
The audit committee oversees the procedures for the receipt, retention, and treatment of complaints received by Intellia regarding accounting, internal accounting controls or audit matters, and the confidential, anonymous submission by employees or other persons of concerns regarding questionable accounting, internal accounting controls or auditing matters. Intellia has established a toll-free telephone number and email for reporting concerns regarding these and other compliance matters. Reports can be made anonymously and will be forwarded to the chairperson of the audit committee of the board of directors and Intellia’s chief compliance officer.
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COMPENSATION DISCUSSION AND ANALYSIS
Overview
This Compensation Discussion and Analysis describes the Company’s executive compensation program as it relates to the following “named executive officers.”
The following discussion should be read together with the compensation tables and related disclosures set forth below.
Executive Summary and Company Background
We are a leading biopharmaceutical company focused on revolutionizing medicine leveraging CRISPR gene editing and other core technologies. Our mission is to transform the lives of people with severe diseases by developing and commercializing potentially curative treatments. With deep scientific, technical and clinical development experience, we aim to reset the standard for medicine by durably treating the root causes of disease.
For over a decade, we have applied our proprietary technologies and expertise, including CRISPR-based gene editing technologies, oligonucleotides, and lipid nanoparticles (“LNPs”), to develop novel, first-in-class product candidates. This includes the development of lonvoguran ziclumeran (“lonvo-z,” also referred to as NTLA-2002) for the treatment of hereditary angioedema (“HAE”) and nexiguran ziclumeran (“nex-z,” also referred to as NTLA-2001) for the treatment of transthyretin (“ATTR”) amyloidosis. These lead product candidates are the first in vivo genome editing product candidates into Phase 3 development. These systemically administered CRISPR-based candidates are designed to address diseases with high unmet need with a single intravenous (“IV”) infusion that is administered in an outpatient setting. Lonvo-z and nex-z are currently in Phase 3 clinical development, and we are preparing for the planned commercial launch of lonvo-z in the first half of 2027. In 2025, we made significant progress in our clinical research activities, dosing our first patient and completing enrollment in our HAELO Phase 3 study of lonvo-z for the treatment of HAE, dosing our first patient in our MAGNITUDE-2 Phase 3 study of nex-z for the treatment of ATTR amyloidosis with polyneuropathy, and expanding our planned enrollment in our MAGNITUDE Phase 3 study of nex-z for the treatment of ATTR amyloidosis with cardiomyopathy to about 1,200 patients.
Our ongoing success is dependent on our ability to recruit and retain executives that have excellent scientific, business and functional expertise, broad experience in the biopharmaceutical industry, and the capability to produce desired strategic and operational results. Accordingly, our executive officers’ compensation accounts for each individual’s expertise and experience, as well as such individual’s contribution to our Company’s objectives for the year based on our operational and individual performance metrics, and the need to incent long-term execution. This approach to executive compensation aligns to the interests of our stockholders because it ensures that we can attract and retain key leaders while ensuring that each is incentivized to deliver optimal results for the Company. We believe in paying for performance, and the Company achieved substantially all of its goals for 2025, including certain “stretch” goals, translating into a 115% corporate bonus multiplier.
Objectives of the Compensation Programs
The goals of our compensation programs are to ensure that the interests of our employees, including our named executive officers, are aligned to the interests of our stockholders and our business goals, and that the total compensation paid to our employees, including our named executive officers, is reasonable and competitive.
We believe a significant portion of compensation of our named executive officers should align directly with stockholder interests (i.e., “pay for performance”). To achieve that, we provide our executive officers with a significant portion of their compensation through equity awards, to promote the maximization of stockholder value by aligning the interests of our executive officers and stockholders. We also provide cash incentive compensation that is earned based upon the achievement of significant corporate objectives for the year, including our operational and individual performance metrics. Our compensation programs are specifically designed to align named executive officer and stockholder interests as the amount of compensation a named executive officer receives will vary based on our corporate performance against objective corporate goals. In addition, our named executive officers derive value from equity compensation through stock price appreciation.
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The Company, including its board of directors and its compensation committee, considers a myriad of factors in making compensation decisions. Among these factors are the current and expected local, national and international market conditions; compensation practices of peer biopharmaceutical companies; the Company’s market value and financial position; and the talent market, including the availability of, and demand for, particular skills and expertise. We expect that we will continue to take these factors into account as we make compensation decisions in 2026 and beyond.
Components and Objectives of the Compensation Program
The compensation programs for our executive officers are designed to provide the following:
Compensation |
|
Objective |
|
Features |
Base salary |
|
To attract and retain highly skilled executives. |
|
Fixed component of pay to provide financial stability, based on responsibilities, experience and individual contributions. |
Annual cash incentive program |
|
To promote and reward the achievement of key short-term strategic and business goals of the Company as well as individual performance; and motivate and attract executives. |
|
Variable component of pay based on annual corporate and individual quantitative and qualitative goal achievement. |
Equity incentive compensation |
|
To encourage executives and other employees to focus on long-term Company performance; promote long-term retention; and reward outstanding Company and individual performance. |
|
Typically, subject to multi-year vesting based on continued service and Company performance in the case of our performance-based awards. Any intrinsic value derived from awards in the form of stock options and time-based restricted stock units directly depends on the performance of our common stock price, in order to align employee interests with those of our stockholders over the longer-term. Annual performance-based restricted stock units have vesting criteria linked directly to the Company’s total stockholder return (“TSR”) over a three-year period compared to the companies comprising the Nasdaq Biotechnology Index as of the grant date. In addition, in 2024, we granted one-time performance-based restricted stock units that are earned based upon the achievement of significant clinical milestones, subject to a modifier that can increase or decrease the number of restricted stock units that are earned by up to 25% based on the Company’s relative TSR compared to the companies comprising the Nasdaq Biotechnology Index as of the grant date. |
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The breakdown of the above compensation elements for our CEO and, on average, for our other NEOs, on a percentage basis of total target compensation, is as follows:
2025 Say-on-Pay Vote and Engagement with Intellia Stockholders
At our 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”), our say-on-pay proposal (the “2025 Say-on-Pay Proposal”) was approved, on a non-binding advisory basis, with approximately 71.1% support. Although we view the support expressed in the 2025 Say-on-Pay Proposal as a general endorsement of our compensation program, we value feedback from our stockholders and we incorporated the feedback we received into our compensation decisions in 2025 and 2026.
As part of our commitment to stockholder engagement and responsiveness, we engaged in investor outreach activities and discussions. In the first half of 2025, we engaged in meetings with investors ahead of our annual meeting to discuss several topics including executive pay and our equity program. During the remainder of 2025 and in early 2026, we set compensation for our executives and directors with these conversations in mind, including considering investors’ feedback on dilution, burn rate, and executive compensation levels, and we limited the number of shares underlying annual equity awards. In addition, in early 2026, before filing this proxy statement, we engaged in outreach to our stockholders representing 62% of ownership to request feedback and answer any questions they had about our strategy, compensation, and governance, and met with all who replied and were willing to meet. We also took this opportunity to discuss Intellia’s equity compensation program, and its importance to our overall compensation program and execution of our strategy, including attracting and retaining key employees, and corporate priorities over the next year as we prepare for our intended first commercial launch. We shared the feedback received with our board of directors and its committees.
We intend to continue to evaluate feedback received to determine what actions are appropriate and in the best interest of our stockholders and the Company, including the timing and scope of any potential actions.
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Compensation Program Governance
In addition to our direct compensation elements, the following features of our compensation program are designed to align our executive team with stockholder interests and with market best practices:
What We Do |
|
What We Don’t Do |
✓ Maintain a compensation committee consisting entirely of independent board members
✓ Maintain an industry-specific size appropriate peer group for benchmarking compensation
✓ Target compensation based on market norms
✓ Deliver executive compensation primarily through variable, at-risk and performance-based pay
✓ Award performance-based equity that directly aligns stock price performance and pay
✓ Offer market-competitive benefits to executives that are consistent with the rest of our employees
✓ Consult with an independent compensation consultant on current compensation data, levels and practices for our industry, location and corporate characteristics
✓ Maintain stock ownership guidelines in order to align executive officer interests with those of stockholders
✓ Perform stockholder outreach with thoughtful consideration of feedback received
✓ Implement caps on payments under our annual cash incentive plan and performance-based long-term incentive plan
✓ Mandatory clawback of excess compensation in the event of an accounting restatement |
|
× Allow short sales or margin calls of equity or non-approved hedging or pledging
× Allow for re-pricing of stock options without stockholder approval
× Grant stock options with an exercise price that is less than the fair market value of our common stock on the date of grant (i.e., no discounted stock options)
× Count unexercised options or unearned performance shares toward the achievement of ownership guidelines
× Provide excessive perquisites
× Provide supplemental executive retirement plans
× Provide tax gross-up payments for any change in control payments
× Provide cash or equity severance compensation upon a change in control unless employment is terminated (i.e., requires a “double trigger”)
|
Role of the Compensation and Talent Development Committee in Setting Executive Compensation
Our board of directors and its compensation committee annually review the compensation for each of our executive officers in relation to our peers (see “Defining and Comparing Compensation to Market Benchmarks” section below). In setting executive cash compensation (base salaries and incentive cash bonuses) and granting equity incentive awards, the compensation committee and the board of directors consider compensation for comparable positions in the market; the qualifications, experience and historical compensation levels of our executives; each officer’s individual performance as compared to our expectations and objectives; our desire to motivate the executive to achieve short- and long-term results that are in the best interests of our stockholders; and the desire and need to ensure the executive’s long-term commitment to our Company. The compensation committee and the board of directors generally target compensation for each executive officer to be competitive with the compensation provided by our peers for the same or a similar position. They use independent third party benchmark analytics as a reference point to inform compensation decisions for each executive, including the mix of base salary, bonus and long-term incentives.
Our board of directors or our compensation committee have historically determined the compensation of each of our executive officers. Our compensation committee typically reviews and discusses proposed compensation of our executive officers with the chief executive officer for all executive officers other than the chief executive officer. Based on those discussions and its discretion, taking into account the factors noted above as well as considerations specific to each executive officer (including, but not limited to, each executive officer’s experience, education, and responsibilities as well as other factors such as business performance, company resources and internal equity), the compensation committee then approves, or recommends to the board of directors for approval, the
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compensation for each executive officer. Compensation determinations for our executive officers are made without members of management present.
The compensation committee continued to retain the services of Alpine Rewards, LLC (“Alpine”) as its compensation consultant throughout 2025. The board of directors and the compensation committee considered Alpine’s data, analysis and recommendations on certain compensation matters as they deemed appropriate before ultimately setting compensation for the Company’s executive officers.
Role of the Compensation Consultant
The role of the compensation consultant, as engaged throughout the year, was to advise on executive compensation matters including: overall compensation program design (including our performance-based equity award program), peer group development and updates, and director and executive compensation benchmarking. We developed our compensation programs after reviewing publicly available compensation data and subscription survey data for our peer group, provided by Alpine. Alpine reported directly to our compensation committee. Our compensation committee assessed the independence of Alpine consistent with Nasdaq listing standards and has concluded that the engagement of Alpine did not raise any conflicts of interest.
Defining and Comparing Compensation to Market Benchmarks
In evaluating the total compensation of our named executive officers for 2025, our compensation committee, using information provided by Alpine, established a peer group of publicly traded companies in the biopharmaceutical and biotechnology industries that is selected based on a balance of the following criteria:
In September 2024, we reevaluated our then-current peer group to establish an appropriate peer group for 2025. Companies were removed primarily for two reasons: (1) companies that were acquired and therefore were no longer available as peers and (2) companies whose market capitalization was either higher or lower than our preferred range and did not have a compelling business reason to remain peers, such as lead therapeutic focus. We selected additional companies that fit the desired group profile, using factors including market capitalization, revenue, net income, stage of development, therapeutic focus, employee headcount, and geographic region.
Based on these criteria, upon review of the analysis prepared by Alpine, our peer group for 2025, as approved by our compensation committee, was comprised of the following 20 companies:
Allogene Therapeutics, Inc. |
|
IDEAYA Biosciences, Inc. |
|
Rocket Pharmaceuticals, Inc. |
Arrowhead Pharmaceuticals, Inc. |
|
ImmunityBio, Inc. |
|
Sana Biotechnology, Inc. |
Beam Therapeutics Inc. |
|
Immunovant, Inc. |
|
Vaxcyte, Inc. |
BridgeBio Pharma, Inc. |
|
Iovance Biotherapeutics, Inc. |
|
Verve Therapeutics, Inc. |
CRISPR Therapeutics AG |
|
Madrigal Pharmaceuticals, Inc. |
|
Vir Biotechnology, Inc. |
Denali Therapeutics Inc. |
|
Prime Medicine, Inc. |
|
Xencor, Inc. |
Editas Medicine, Inc. |
|
Relay Therapeutics, Inc. |
|
|
We believe that the compensation practices of our 2025 peer group provided us with appropriate compensation data for evaluating the competitiveness of the compensation of our named executive officers during 2025.
Notwithstanding any potential similarities with the 2025 peer group, due to the nature of our business, we compete for executive talent with many public companies that are larger and more established than we are or that possess greater resources than we do, and with smaller private companies that may be able to offer greater equity compensation potential. Our compensation committee and board of directors generally target guidelines for compensation for our executive officers at approximately the midpoint of our peer group and long-term incentive compensation at approximately the 50th percentile of our peer group. Although the compensation committee and the board of directors target compensation per the above, they also consider other criteria, including market factors, the experience level of the executive and the executive’s performance against established Company goals, in determining variations to this general target range.
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Other Key Performance Factors in Determining Executive Compensation
As the biopharmaceutical industry is characterized by a very long product development cycle, including a lengthy research and development period and a rigorous approval phase involving clinical studies and governmental regulatory and marketing approval, many of the traditional benchmarking metrics, such as product sales, revenues and profits are inappropriate for a clinical stage biopharmaceutical company such as Intellia. Instead, the specific performance factors our compensation committee considers when determining the compensation of our named executive officers include:
These performance factors are considered by our compensation committee and board of directors in connection with our annual performance reviews described below and are a critical component in the determination of annual cash and equity incentive awards for our executives.
2025 Base Salary
We provide base salaries to our named executive officers to compensate them with a fair and competitive base level of compensation for services rendered during the year. Prior to making its decision, our compensation committee typically reviews and discusses management’s proposed compensation with the chief executive officer for all executives other than the chief executive officer, taking into account market data for the relevant peer group.
Effective January 1, 2025, as part of our annual review, our compensation committee approved merit increases in base salary for each of our then-serving named executive officers based on their overall performance, the growth of our Company and to maintain competitive cash compensation levels compared to our peer group. The table below sets forth the 2025 base salary, 2024 base salary and the adjustments to base salary for each of our named executive officers for 2025:
Name |
|
2024 |
|
|
2025 |
|
|
% Increase |
|
|||
John M. Leonard, M.D. |
|
|
687,000 |
|
|
|
708,000 |
|
|
|
3.1 |
% |
Edward J. Dulac III |
|
|
510,000 |
|
|
|
526,000 |
|
|
|
3.1 |
% |
James Basta, J.D. |
|
|
479,000 |
|
|
|
494,000 |
|
|
|
3.1 |
% |
David Lebwohl, M.D. |
|
|
520,000 |
|
|
|
536,000 |
|
|
|
3.1 |
% |
Birgit Schultes, Ph.D. (1) |
|
|
411,000 |
|
|
|
475,000 |
|
|
|
15.6 |
% |
(1) Dr. Schultes was appointed as executive vice president, chief scientific officer effective January 13, 2025, and her salary was increased commensurate to her new role.
2025 Annual Cash Incentive Program
Our compensation committee aims to determine an appropriate mix of cash payments and equity incentive awards to incentivize each executive to meet short- and long-term goals and objectives. In December 2024, our compensation committee and board approved specific goals and weightings related to each of the four corporate goal categories described below and, in February 2025, our compensation committee approved the annual performance-based cash incentive program for 2025, including the opportunity for eligible participants to earn incentive awards above established bonus targets based on the Company’s performance against 2025 corporate goals and individual performance towards corporate goals.
The table below shows the target award under the annual performance-based cash incentive program as a percentage of each named executive officer’s annual base salary in 2025, the target cash award opportunity in dollars for 2025 and the actual cash bonus payments to our named executive officers for 2025 performance, which were paid in March 2026, as well as the actual bonus payment as a percentage of the target award opportunity. The details regarding the determination of these cash bonus awards are discussed below.
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Name |
|
2025 |
|
|
2025 |
|
|
2025 |
|
|
2025 |
|
||||
John M. Leonard, M.D. |
|
|
65 |
% |
|
|
460,200 |
|
|
|
529,230 |
|
|
|
115.0 |
% |
Edward J. Dulac III |
|
|
40 |
% |
|
|
210,400 |
|
|
|
270,996 |
|
|
|
128.8 |
% |
James Basta, J.D. |
|
|
40 |
% |
|
|
197,600 |
|
|
|
227,240 |
|
|
|
115.0 |
% |
David Lebwohl, M.D. |
|
|
40 |
% |
|
|
214,400 |
|
|
|
234,232 |
|
|
|
109.25 |
% |
Birgit Schultes, Ph.D. |
|
|
40 |
% |
|
|
190,000 |
|
|
|
207,575 |
|
|
|
109.25 |
% |
Under the 2025 annual performance-based cash incentive program, awards were determined by the following formula:
Base Salary |
X |
Target Bonus Percentage |
X |
Start Date Proration (if any) |
X |
Individual Achievement |
X |
Corporate Achievement |
= |
Annual Performance-Based Cash Bonus Earned |
Dr. Leonard’s 2025 bonus was based on his leadership of the Company and execution with regard to the achievement of its corporate goals for the year. Messrs. Dulac and Basta, and Drs. Lebwohl and Schultes’ individual performance toward corporate goals relevant to their functions in 2025 was considered in determining their overall performance and final award. The compensation committee assesses the individual performance of each named executive officer, other than the CEO, by considering the performance relative to the executive officer’s functional attainments and impact on corporate goals, as well as other factors related to each executive’s conformance with the Company’s core values and policies and the expected competencies and skills for the executive’s job.
In making its determination regarding awards under the 2025 annual performance-based cash incentive program, our compensation committee considered our success against our 2025 corporate goals approved by our board of directors in December 2024. The approved 2025 corporate goals were assigned the following relative weightings for each category:
2025 Corporate Goal Categories |
|
Relative Weighting |
|
Develop CRISPR-Based Medicines |
|
|
65% |
Advance our Science |
|
|
10% |
Build for Long-Term Sustainability |
|
|
20% |
Be the Best Place to Make Therapies |
|
|
5% |
The board of directors and compensation committee determined that overall, for 2025, the Company achieved 115% of the established corporate goals. This determination was based on the Company’s achievement of its 2025 corporate goals, including overachievement, or “stretch,” goals, particularly achieving full enrollment of HAELO ahead of schedule and substantial advancement of MAGNITUDE enrollment. In addition, the board of directors and compensation committee considered other factors, including the impact of the clinical holds that the FDA placed on the MAGNITUDE and MAGNITUDE-2 Phase 3 trials in October 2025.
Specific 2025 achievements that the board of directors and the compensation committee reviewed to support the actual cash bonus payments set forth above included the following:
Phase 3 Trial Progress
30
Clinical Data Highlights
Lonvo-z (HAE):
Nex-z (ATTR amyloidosis):
Based on the considerations described above and, in the case of the named executive officers other than the CEO, their individual performance toward corporate goals relevant to their functions, the compensation committee determined actual bonus amounts for the named executive officers other than the CEO and the board of directors determined the actual bonus amount for the CEO, which amounts are set forth in the Bonus column of the Summary Compensation Table below.
Long-Term Incentives
Our long-term incentive program is designed to:
The market for qualified and talented executives in the biopharmaceutical and gene editing industry is highly competitive and we compete for talent with many companies that have greater resources than we do. Accordingly, we believe equity compensation is a crucial component of any competitive executive compensation package we offer.
We typically grant equity to each of our executive officers upon commencement of employment, annually in conjunction with our review of individual and corporate performance, or, at other times throughout the year, in connection with a promotion, significant change of responsibilities or as a special incentive. All equity awards to our executive officers are reviewed and approved by our compensation committee or, in the case of awards to our president and chief executive officer, by the board of directors. Equity awards may vary among our executive officers based on their functional responsibilities and annual performance assessments. In addition, our compensation committee reviews all components of an executive’s compensation to ensure that his or her total compensation is consistent with our overall philosophy and objectives.
In 2025 the compensation committee continued to incorporate awards in the form of stock options, time-based restricted stock units (“RSUs”) and performance-based RSUs (“PSUs”) to our named executive officers and other senior executives of the Company. Annual equity compensation awards were delivered to named executive officers in the form of 40% stock options, 40% RSUs and 20% PSUs. The PSUs have the potential to vest after a period of three years and the number of shares earned will depend on the Company’s TSR, a market condition, over that period relative to a defined group of biotechnology companies (the “market-based PSUs”). Note that the mix of equity shown in the Summary Compensation Table and the Grants of Plan-Based Awards Table differs from the mix described above due to the requirement to calculate the grant date fair value in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”) in those tables, which, for PSUs, takes into account the probable outcome of the performance metrics and is calculated using a Monte Carlo valuation. The compensation committee structured the mix of equity vehicles and the relative weight assigned to each type of award to motivate stock price appreciation over the long-term through stock options, which deliver value only if the stock price increases, and to reduce the dilutive effect of equity awards while ensuring some amount of value delivery through RSUs. Additionally, the compensation committee granted market-based PSUs, which vest only if certain relative TSR metrics are achieved. The compensation committee felt it was appropriate to incorporate market-based PSUs again in 2025 to further align the interests of our named executive officers with those of our stockholders over the long-term. However, the market-based PSUs were assigned a lower weight than stock options and RSUs as
31
they are not prevalent in the pre-commercial biotechnology market. Further, the compensation committee believes that stock options have an inherent performance orientation, only creating intrinsic value when the stock price increases.
In February 2025, the compensation committee (or, in the case of Dr. Leonard, the board of directors) approved a grant, effective March 1, 2025, of time-based stock options, time-based RSUs and market-based PSUs to each of our named executive officers who were then serving as executive officers in recognition of achievements and performance during 2024 and for expected continued contributions. All of the March 1, 2025 awards have a vesting commencement date of January 1, 2025.
All stock options granted by the Company, including those made to our executives, have exercise prices equal to the fair market value of our common stock on the date of grant, so that the recipient will not recognize any value from his or her stock options unless our share price increases above the exercise price. Accordingly, this portion of our executive officers’ compensation is at risk and is directly aligned with stockholder value creation. Vesting generally ceases upon termination of service to the Company, except as provided in our retirement policy for equity awards. Generally, the stock options we grant to our employees have a ten-year term and stock option exercise rights typically cease three months following termination of service, except (i) in the case of death or disability, (ii) pursuant to our retirement policy, or (iii) if otherwise modified pursuant to an agreement approved by the compensation committee or the board of directors as described in the “Benefits and Other Compensation” section below. Annual stock option awards granted to our executive officers in 2025, including our named executive officers, as detailed below, vest over three years, with 33% of the shares vesting on the first anniversary of the vesting commencement date, and then, as to the remainder, monthly thereafter in substantially equal installments until the third anniversary of the vesting commencement date.
All RSUs granted in 2025 to our named executive officers vest over three years in substantially equal annual installments. Vesting generally ceases upon termination of service with the Company, except as provided in our retirement policy for equity awards.
All market-based PSUs granted in 2025 to our named executive officers have a performance period of three years, i.e., January 1, 2025 to December 31, 2027, and the number of shares that are actually earned and vest will depend on the Company’s TSR compared to the average TSR of the companies that comprise the Nasdaq Biotechnology Index according to a sliding scale below.
Comparison of Company Common Stock against Nasdaq Biotechnology Index |
|
Award Vesting |
|
90th percentile + |
|
|
200% |
75th percentile |
|
|
150% |
50th percentile |
|
|
100% |
30th percentile |
|
|
50% |
< 30th percentile |
|
|
None |
Prior to the exercise of an option or vesting of an RSU or PSU, the option, RSU or PSU holder does not have any rights as a stockholder with respect to the shares subject to such option, RSU or PSU, including voting rights or the right to receive dividends or dividend equivalents.
Annual Awards to Named Executive Officers
The following table sets forth the number of shares subject to, and grant date fair value of, time-based stock options and time-based RSUs granted as annual awards to our named executive officers in 2025 as well as the target number of shares subject to, and grant date fair value of, market-based PSUs granted as annual awards to our NEOs in 2025:
Name |
|
Grant Date |
|
Option Award |
|
|
Option Award Grant Date Fair Value ($) |
|
|
RSU Award |
|
|
RSU Award Grant Date Fair Value ($) |
|
|
Market-Based PSU Award |
|
|
Market-Based PSU Award Grant Date Fair Value ($) |
|
||||||
John M. Leonard, M.D. |
|
3/1/2025 |
|
|
196,000 |
|
|
|
1,356,320 |
|
|
|
136,000 |
|
|
|
1,372,240 |
|
|
|
68,000 |
|
|
|
1,071,680 |
|
Edward J. Dulac III |
|
3/1/2025 |
|
|
67,429 |
|
|
|
466,609 |
|
|
|
47,200 |
|
|
|
476,248 |
|
|
|
23,600 |
|
|
|
371,936 |
|
James Basta, J.D. |
|
3/1/2025 |
|
|
57,143 |
|
|
|
395,430 |
|
|
|
40,000 |
|
|
|
403,600 |
|
|
|
20,000 |
|
|
|
315,200 |
|
David Lebwohl, M.D. |
|
3/1/2025 |
|
|
61,714 |
|
|
|
427,061 |
|
|
|
43,200 |
|
|
|
435,888 |
|
|
|
21,600 |
|
|
|
340,416 |
|
Birgit Schultes, Ph.D. |
|
3/1/2025 |
|
|
53,714 |
|
|
|
371,701 |
|
|
|
37,600 |
|
|
|
379,384 |
|
|
|
18,800 |
|
|
|
296,288 |
|
Benefits and Other Compensation
Other compensation to our executives consists primarily of the broad-based benefits we offer to all regular full-time employees, including medical, dental and vision insurance, medical and dependent care flexible spending accounts, group life and disability insurance, an employee stock purchase plan and a 401(k) plan. Named executive officers are eligible to participate in all our employee benefit plans, in each case on the same basis as other employees. Pursuant to our employee stock purchase plan, employees,
32
including our named executive officers, have an opportunity to purchase our common stock at a discount on a tax-qualified basis through payroll deductions.
The employee stock purchase plan is designed to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code (the “Code”). The purpose of the employee stock purchase plan is to encourage our employees, including our named executive officers, to become our stockholders or enhance their ownership and better align their interests with those of our other stockholders.
Our tax-qualified 401(k) plan provides eligible employees with an opportunity to save for retirement on a tax-advantaged deferred basis or as Roth deferrals. All eligible and participating employees receive a 401(k)-match competitive with other companies in our industry. All participants’ interests in their deferred contributions and associated Company match are 100% vested when deposited. All contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to each participant’s directions. The retirement plan is intended to qualify under Section 401(a) of the Code.
Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. We currently, and may in the future, provide perquisites to our named executive officers in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make him or her more efficient and effective, and for recruitment and retention purposes.
In certain circumstances, we may offer sign-on bonuses in order to recruit executive officers.
Our named executive officers are entitled, upon a qualifying termination and subject to signing a separation agreement that includes a release, to certain severance and/or change in control protections pursuant to their employment agreements. See below for a chart detailing the general terms of these protections.
Executive Benefits and Payment upon Termination |
Termination by Company without Cause or Voluntary Resignation for Good Reason Not in Connection with a Change in Control |
Termination by Company without Cause or Voluntary Resignation for Good Reason within 24 Months, Following a Change in Control (“Double Trigger”) |
John M. Leonard, M.D. |
|
|
Cash Severance |
12 months of base salary continuation |
Lump sum equal to 2x the sum of base salary + target bonus |
Acceleration of Equity Awards |
Outstanding awards that would have vested in the following 12 months |
100% of outstanding awards |
Health Care Continuation |
12 months continuation |
18 months continuation |
All other named executive officers |
|
|
Cash Severance |
9 months of base salary continuation |
Lump sum equal to 1.5x the sum of base salary + target bonus |
Acceleration of Equity Awards |
Outstanding awards that would have vested in the following 9 months |
100% of outstanding awards (or 50% of outstanding awards if employed for less than 6 months) |
Health Care Continuation |
9 months continuation |
18 months continuation |
We do not offer any defined benefit pension plans or nonqualified deferred compensation arrangements for our employees, including our named executive officers.
Policies and Practices Related to the Grant of Certain Equity Awards
33
four business days before and ending one business day after the filing or furnishing of a Form 10-K, 10-Q or 8-K that discloses material, nonpublic information.
Compensation Recovery Policy
On September 13, 2023, we adopted the Clawback Policy, which covers our current and former executive officers, including all of our named executive officers. Under the Clawback Policy, in the event that we are required to prepare a restatement of our previously issued financial statements due to our material noncompliance with any financial reporting requirement under securities laws, we are required to recover (subject to certain limited exceptions described in the Clawback Policy and permitted under the final clawback rules) any cash or equity incentive-based compensation received by any current or former executive officer after the effective date of the Clawback Policy and in the three years prior to the date we are required to restate our financial statements that is in excess of the amount that would have been received based on the restated financial statements.
Tax and Accounting Considerations
Deductibility of Executive Compensation
Generally, Section 162(m) of the Code (“Section 162(m)”) disallows a federal income tax deduction for public corporations of remuneration in excess of $1 million paid in any fiscal year to certain specified executive officers.
In designing our executive compensation program and determining the compensation of our executive officers, including our named executive officers, the compensation committee considers a variety of factors, including the potential impact of the Section 162(m) deduction limit. However, the compensation committee will not necessarily limit executive compensation to that which is or may be deductible under Section 162(m). The compensation committee will consider various alternatives to preserving the deductibility of compensation payments and benefits to the extent consistent with its compensation goals. The compensation committee believes that our stockholders’ interests are best served if its discretion and flexibility in awarding compensation is not restricted, even though some compensation may result in non-deductible compensation expense.
Taxation of “Parachute” Payments
Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the Company that exceed certain prescribed limits, and that the Company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We have not agreed to provide any executive officer, including any named executive officer, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Sections 280G or 4999 of the Code.
Section 409A of the Internal Revenue Code
Section 409A of the Code imposes additional significant taxes in the event that an executive officer, director or service provider receives “deferred compensation” that does not satisfy the requirements of Section 409A of the Code. Although we do not maintain a nonqualified deferred compensation plan, Section 409A of the Code may apply to certain severance arrangements, bonus arrangements and equity awards. We aim to structure all of our severance arrangements, bonus arrangements and equity awards in a manner to either avoid the application of Section 409A or, to the extent doing so is not possible, to comply with the applicable requirements of Section 409A of the Code.
Accounting for Stock-Based Compensation
We follow FASB ASC 718 for our stock-based compensation awards. FASB ASC 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and non-employee members of our board of directors, including options to purchase shares of our common stock and other stock awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards.
Compensation Risk Assessment
We believe that our executive compensation program does not encourage excessive or unnecessary risk taking. As described more fully above, we structure our pay to consist of both fixed and variable compensation, particularly in connection with our pay-for-performance compensation philosophy. We believe this structure motivates our executives to produce superior short- and long-term results that are in the best interests of our Company and stockholders in order to attain our ultimate objective of increasing stockholder value, and we have established, and our board of directors and its compensation committee endorse, several controls to address and mitigate compensation-related risk. As a result, we do not believe that our compensation programs are reasonably likely to have a material adverse effect on us.
34
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
Executive Officer Compensation
2025 Summary Compensation Table
The following table sets forth the total compensation awarded to, earned by and paid during the fiscal years indicated for each of our named executive officers.
Name and Principal Position |
|
Year |
|
Salary |
|
|
Bonus |
|
|
Option |
|
|
Stock Awards |
|
|
All Other |
|
|
Total |
|
||||||
John M. Leonard, M.D. |
|
2025 |
|
|
708,000 |
|
|
|
529,230 |
|
|
|
1,356,320 |
|
|
|
2,443,920 |
|
|
|
26,429 |
|
|
|
5,063,899 |
|
President, Chief Executive Officer |
|
2024 |
|
|
687,000 |
|
|
|
424,223 |
|
|
|
3,706,845 |
|
|
|
10,488,027 |
|
|
|
24,452 |
|
|
|
15,330,547 |
|
|
|
2023 |
|
|
660,000 |
|
|
|
429,000 |
|
|
|
3,707,043 |
|
|
|
6,829,976 |
|
|
|
31,243 |
|
|
|
11,657,262 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Edward J. Dulac III |
|
2025 |
|
|
526,000 |
|
|
|
270,996 |
|
|
|
466,609 |
|
|
|
848,184 |
|
|
|
56,716 |
|
|
|
2,168,505 |
|
Executive Vice President, Chief Financial |
|
2024 |
|
|
228,192 |
|
|
|
303,490 |
|
(5) |
|
1,679,022 |
|
|
|
4,460,028 |
|
|
|
24,005 |
|
|
|
6,694,737 |
|
Officer and Treasurer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
James Basta, J.D. |
|
2025 |
|
|
494,000 |
|
|
|
227,240 |
|
|
|
395,430 |
|
|
|
718,800 |
|
|
|
11,127 |
|
|
|
1,846,597 |
|
Executive Vice President, General Counsel |
|
2024 |
|
|
479,000 |
|
|
|
166,185 |
|
|
|
1,057,180 |
|
|
|
3,159,208 |
|
|
|
11,097 |
|
|
|
4,872,670 |
|
and Corporate Secretary |
|
2023 |
|
|
460,000 |
|
|
|
184,000 |
|
|
|
999,277 |
|
|
|
2,340,966 |
|
|
|
10,548 |
|
|
|
3,994,791 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
David Lebwohl, M.D. |
|
2025 |
|
|
536,000 |
|
|
|
234,232 |
|
|
|
427,061 |
|
|
|
776,304 |
|
|
|
11,127 |
|
|
|
1,984,724 |
|
Executive Vice President, |
|
2024 |
|
|
520,000 |
|
|
|
201,552 |
|
|
|
1,263,021 |
|
|
|
3,581,737 |
|
|
|
11,097 |
|
|
|
5,577,407 |
|
Chief Medical Officer |
|
2023 |
|
|
495,000 |
|
|
|
201,960 |
|
|
|
1,249,082 |
|
|
|
2,301,317 |
|
|
|
10,603 |
|
|
|
4,257,962 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Birgit Schultes, Ph.D. (6) |
|
2025 |
|
|
475,000 |
|
|
|
207,575 |
|
|
|
371,701 |
|
|
|
675,672 |
|
|
|
10,135 |
|
|
|
1,740,083 |
|
Executive Vice President, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Chief Scientific Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
35
Grants of Plan-Based Awards
The following table shows information regarding grants of plan-based awards during the fiscal year ended December 31, 2025 to the Company’s named executive officers.
Name |
|
Grant |
|
Estimated Future Payouts Under Equity Incentive Plan Awards |
|
All Other Stock Awards: Number of |
|
|
All Other Option Awards: Number of |
|
|
Exercise or |
|
|
Grant Date |
|
|||||||||||
|
|
|
|
Threshold |
|
Target |
|
Maximum |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
John M. Leonard, M.D. |
|
3/1/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
196,000 |
|
|
|
10.09 |
|
|
|
1,356,320 |
|
|
|
3/1/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
136,000 |
|
|
|
— |
|
|
|
— |
|
|
|
1,372,240 |
|
|
|
3/1/2025 |
(1) |
|
34,000 |
|
|
68,000 |
|
|
136,000 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,071,680 |
|
Edward J. Dulac III |
|
3/1/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
67,429 |
|
|
|
10.09 |
|
|
|
466,609 |
|
|
|
3/1/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
47,200 |
|
|
|
— |
|
|
|
— |
|
|
|
476,248 |
|
|
|
3/1/2025 |
(1) |
|
11,800 |
|
|
23,600 |
|
|
47,200 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
371,936 |
|
James Basta, J.D. |
|
3/1/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
57,143 |
|
|
|
10.09 |
|
|
|
395,430 |
|
|
|
3/1/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
40,000 |
|
|
|
— |
|
|
|
— |
|
|
|
403,600 |
|
|
|
3/1/2025 |
(1) |
|
10,000 |
|
|
20,000 |
|
|
40,000 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
315,200 |
|
David Lebwohl, M.D. |
|
3/1/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
61,714 |
|
|
|
10.09 |
|
|
|
427,061 |
|
|
|
3/1/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
43,200 |
|
|
|
— |
|
|
|
— |
|
|
|
435,888 |
|
|
|
3/1/2025 |
(1) |
|
10,800 |
|
|
21,600 |
|
|
43,200 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
340,416 |
|
Birgit Schultes, Ph.D. |
|
3/1/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
53,714 |
|
|
|
10.09 |
|
|
|
371,701 |
|
|
|
3/1/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
37,600 |
|
|
|
— |
|
|
|
— |
|
|
|
379,384 |
|
|
|
3/1/2025 |
(1) |
|
9,400 |
|
|
18,800 |
|
|
37,600 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
296,288 |
|
36
Outstanding Equity Awards at Fiscal Year-End
The following table presents information regarding all outstanding equity awards held by each of our named executive officers on December 31, 2025. All of the outstanding awards were granted under our Amended and Restated 2015 Stock Option and Incentive Plan (the “2015 Plan”) with the exception of Mr. Dulac’s awards that were granted on July 22, 2024, which were granted under our 2024 Inducement Plan (the “Inducement Plan”).
|
|
Option Awards |
|
|
Stock Awards |
|
||||||||||||||||||||||||||||
Name |
|
Grant |
|
Number of |
|
|
Number of |
|
|
Option |
|
|
Option |
|
|
Number of Shares or Units of Stock That Have Not Vested (#)(2) |
|
|
Market Value of Shares or Units of Stock That Have Not Vested ($)(3) |
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) |
|
||||||||
John M. Leonard, M.D. |
|
1/6/2017 |
|
|
2,003 |
|
|
|
— |
|
|
|
13.88 |
|
|
1/5/2027 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
12/12/2017 |
|
|
11,515 |
|
|
|
— |
|
|
|
18.30 |
|
|
12/11/2027 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
1/25/2018 |
|
|
110,000 |
|
|
|
— |
|
|
|
22.78 |
|
|
1/24/2028 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
12/18/2018 |
|
|
90,000 |
|
|
|
— |
|
|
|
14.58 |
|
|
12/17/2028 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
3/2/2020 |
|
|
212,501 |
|
|
|
— |
|
|
|
13.40 |
|
|
3/1/2030 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
3/3/2021 |
|
|
188,363 |
|
|
|
— |
|
|
|
57.71 |
|
|
3/2/2031 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
3/1/2022 |
|
|
59,941 |
|
|
|
— |
|
|
|
79.85 |
|
|
2/29/2032 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
3/1/2023 |
|
|
125,057 |
|
|
|
3,574 |
|
|
|
40.75 |
|
|
2/28/2033 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
3/1/2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
30,346 |
|
|
|
272,811 |
|
|
|
— |
|
|
|
— |
|
|
|
3/1/2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
22,759 |
|
(4) |
|
204,603 |
|
|
|
3/1/2024 |
|
|
104,732 |
|
|
|
59,197 |
|
|
|
32.66 |
|
|
2/28/2034 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
3/1/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
75,724 |
|
|
|
680,759 |
|
|
|
— |
|
|
|
— |
|
|
|
3/1/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
28,397 |
|
(4) |
|
255,289 |
|
|
|
3/1/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
107,164 |
|
(5) |
|
963,404 |
|
|
|
3/1/2025 |
|
|
— |
|
|
|
196,000 |
|
|
|
10.09 |
|
|
2/28/2035 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
3/1/2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
136,000 |
|
|
|
1,222,640 |
|
|
|
— |
|
|
|
— |
|
|
|
3/1/2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
34,000 |
|
(4) |
|
305,660 |
|
Edward J. Dulac III |
|
7/22/2024 |
|
|
45,182 |
|
|
|
51,037 |
|
|
|
25.33 |
|
|
7/21/2034 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
7/22/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
44,216 |
|
|
|
397,502 |
|
|
|
— |
|
|
|
— |
|
|
|
7/22/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
16,581 |
|
(4) |
|
149,063 |
|
|
|
7/22/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
30,000 |
|
(5) |
|
269,700 |
|
|
|
3/1/2025 |
|
|
— |
|
|
|
67,429 |
|
|
|
10.09 |
|
|
2/28/2035 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
3/1/2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
47,200 |
|
|
|
424,328 |
|
|
|
— |
|
|
|
— |
|
|
|
3/1/2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
11,800 |
|
(4) |
|
106,082 |
|
James Basta, J.D. |
|
7/1/2021 |
|
|
130,000 |
|
|
|
— |
|
|
|
171.65 |
|
|
6/30/2031 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
3/1/2022 |
|
|
14,109 |
|
|
|
— |
|
|
|
79.85 |
|
|
2/29/2032 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
3/1/2023 |
|
|
33,710 |
|
|
|
964 |
|
|
|
40.75 |
|
|
2/28/2033 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
3/1/2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
12,271 |
|
|
|
110,316 |
|
|
|
— |
|
|
|
— |
|
|
|
3/1/2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6,135 |
|
(4) |
|
55,154 |
|
|
|
3/1/2024 |
|
|
29,869 |
|
|
|
16,883 |
|
|
|
32.66 |
|
|
2/28/2034 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
3/1/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
21,596 |
|
|
|
194,148 |
|
|
|
— |
|
|
|
— |
|
|
|
3/1/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8,099 |
|
(4) |
|
72,810 |
|
|
|
3/1/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
35,211 |
|
(5) |
|
316,547 |
|
|
|
3/1/2025 |
|
|
— |
|
|
|
57,143 |
|
|
|
10.09 |
|
|
2/28/2035 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
3/1/2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
40,000 |
|
|
|
359,600 |
|
|
|
— |
|
|
|
— |
|
|
|
3/1/2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
10,000 |
|
(4) |
|
89,900 |
|
David Lebwohl, M.D. |
|
5/1/2020 |
|
|
180,077 |
|
|
|
— |
|
|
|
12.62 |
|
|
4/30/2030 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
3/3/2021 |
|
|
76,500 |
|
|
|
— |
|
|
|
57.71 |
|
|
3/2/2031 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
3/1/2022 |
|
|
20,203 |
|
|
|
— |
|
|
|
79.85 |
|
|
2/29/2032 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
3/1/2023 |
|
|
42,138 |
|
|
|
1,204 |
|
|
|
40.75 |
|
|
2/28/2033 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
3/1/2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
10,226 |
|
|
|
91,932 |
|
|
|
— |
|
|
|
— |
|
|
|
3/1/2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
7,669 |
|
(4) |
|
68,944 |
|
|
|
3/1/2024 |
|
|
35,684 |
|
|
|
20,171 |
|
|
|
32.66 |
|
|
2/28/2034 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
3/1/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
25,801 |
|
|
|
231,951 |
|
|
|
— |
|
|
|
— |
|
|
|
3/1/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9,675 |
|
(4) |
|
86,978 |
|
|
|
3/1/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
36,742 |
|
(5) |
|
330,311 |
|
|
|
3/1/2025 |
|
|
— |
|
|
|
61,714 |
|
|
|
10.09 |
|
|
2/28/2035 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
3/1/2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
43,200 |
|
|
|
388,368 |
|
|
|
— |
|
|
|
— |
|
|
|
3/1/2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
10,800 |
|
(4) |
|
97,092 |
|
Birgit Schultes, Ph.D. |
|
10/2/2017 |
|
|
40,000 |
|
|
|
— |
|
|
|
27.33 |
|
|
10/1/2027 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
12/12/2017 |
|
|
20,000 |
|
|
|
— |
|
|
|
18.30 |
|
|
12/11/2027 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
12/18/2018 |
|
|
10,625 |
|
|
|
— |
|
|
|
14.58 |
|
|
12/17/2028 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
3/2/2020 |
|
|
30,000 |
|
|
|
— |
|
|
|
13.40 |
|
|
3/1/2030 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
3/3/2021 |
|
|
20,600 |
|
|
|
— |
|
|
|
57.71 |
|
|
3/2/2031 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
10/1/2021 |
|
|
3,500 |
|
|
|
— |
|
|
|
134.06 |
|
|
9/30/2031 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
3/1/2023 |
|
|
24,271 |
|
|
|
694 |
|
|
|
40.75 |
|
|
2/28/2033 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
3/1/2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,890 |
|
|
|
52,951 |
|
|
|
— |
|
|
|
— |
|
|
|
3/1/2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,417 |
|
(4) |
|
39,709 |
|
|
|
3/1/2024 |
|
|
20,326 |
|
|
|
11,490 |
|
|
|
32.66 |
|
|
2/28/2034 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
3/1/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
14,697 |
|
|
|
132,126 |
|
|
|
— |
|
|
|
— |
|
|
|
3/1/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,511 |
|
(4) |
|
49,544 |
|
|
|
3/1/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
15,309 |
|
(5) |
|
137,628 |
|
|
|
3/1/2025 |
|
|
— |
|
|
|
53,714 |
|
|
|
10.09 |
|
|
2/28/2035 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
3/1/2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
37,600 |
|
|
|
338,024 |
|
|
|
— |
|
|
|
— |
|
|
|
3/1/2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9,400 |
|
(4) |
|
84,506 |
|
37
Option Exercises and Stock Vested
The following table sets forth, for each of the named executive officers, information with respect to the exercise of option awards and vesting of stock awards during the year ended December 31, 2025.
|
|
Option Awards |
|
|
Stock Awards |
|
|||||||||
Name |
|
Number of |
|
|
Value Realized on Exercise ($)(1) |
|
|
Number of |
|
Value Realized on Vesting ($)(2) |
|
||||
John M. Leonard, M.D. |
|
|
58,516 |
|
|
|
154,628 |
|
|
|
89,721 |
|
|
1,046,147 |
|
Edward J. Dulac III |
|
|
— |
|
|
|
— |
|
|
|
22,108 |
|
|
298,237 |
|
James Basta, J.D. |
|
|
— |
|
|
|
— |
|
|
|
29,966 |
|
|
337,200 |
|
David Lebwohl, M.D. |
|
|
— |
|
|
|
— |
|
|
|
30,919 |
|
|
360,516 |
|
Birgit Schultes, Ph.D. |
|
|
— |
|
|
|
— |
|
|
|
21,144 |
|
|
247,249 |
|
(1) Value realized on exercise of stock option awards does not represent proceeds from the sale of any common stock acquired upon exercise, but is determined by multiplying the number of shares acquired upon exercise by the difference between the per share exercise price of the option and the closing price of a share of our common stock on the Nasdaq Global Market on the date of exercise.
(2) Calculated by multiplying the number of shares of our common stock acquired upon vesting by the closing market price of our common stock on the vesting date.
Employment, Severance and Change in Control Arrangements
During 2025, we did not amend or restate employment agreements that were in place as of January 1, 2025 with any of our named executive officers, but we did enter into a new employment agreement with Birgit Schultes, Ph.D. in January 2025, as she was promoted to Executive Vice President and Chief Scientific Officer. Each of our named executive officers is employed at will. The material terms of the employment agreements with our named executive officers are summarized below, with data reflected as of January 1, 2026.
38
John M. Leonard, M.D. Dr. Leonard currently receives an annual base salary of $730,000, which is subject to review and adjustment in accordance with Company policy, and is eligible for an annual incentive bonus targeted at 75% of his base salary. Dr. Leonard is also eligible to participate in employee benefit plans generally available to all of our employees, subject to the terms of those plans.
Edward J. Dulac III Mr. Dulac currently receives an annual base salary of $550,000, which is subject to review and adjustment in accordance with Company policy, and is eligible for an annual incentive bonus targeted at 40% of his base salary. Mr. Dulac is also eligible to participate in employee benefit plans generally available to all of our employees, subject to the terms of those plans.
James Basta, J.D. Mr. Basta currently receives an annual base salary of $512,000, which is subject to review and adjustment in accordance with Company policy, and is eligible for an annual incentive bonus targeted at 40% of his base salary. Mr. Basta is also eligible to participate in employee benefit plans generally available to all of our employees, subject to the terms of those plans.
David Lebwohl, M.D. We previously announced that Dr. Lebwohl is retiring effective August 7, 2026. Dr. Lebwohl currently receives an annual base salary of $547,000, which is subject to review and adjustment in accordance with Company policy, and is eligible for an annual incentive bonus targeted at 40% of his base salary. Dr. Lebwohl is also eligible to participate in employee benefit plans generally available to all of our employees, subject to the terms of those plans. Upon his retirement, Dr. Lebwohl will be eligible for the equity treatment set forth in Intellia’s Second Amended and Restated Retirement Policy for Equity Awards.
Birgit Schultes, Ph.D. Dr. Schultes currently receives an annual base salary of $492,000 which is subject to review and adjustment in accordance with Company policy, and is eligible for an annual incentive bonus targeted at 40% of her base salary. Dr. Schultes is also eligible to participate in employee benefit plans generally available to all of our employees, subject to the terms of those plans.
Each of our named executive officers has entered into a standard form agreement with respect to proprietary information and assignment of inventions. Among other things, this agreement obligates each named executive officer to refrain from disclosing any of our proprietary information received during the course of employment and to assign to us any inventions conceived or developed during the course of employment. With respect to Dr. Leonard, such agreement also provides that during the period of his employment and for six months thereafter, he will not compete with us and will not solicit our employees, consultants, customers or suppliers. Because of the Massachusetts non-compete law that became effective on, and applied to employees hired after, October 1, 2018, we separated the non-competition provisions from the other provisions in our standard form agreement. Accordingly, upon their respective employment commencement, we entered into a standard form agreement with Messrs. Dulac and Basta and Drs. Lebwohl and Schultes with regards to proprietary information and assignment of inventions as previously described except that the agreement does not contain non-competition obligations. With regards to non-competition obligations, we entered into separate agreements with Mr. Basta (on June 23, 2021), Dr. Lebwohl (on April 30, 2020) and Dr. Schultes (on January 13, 2025) under which, as required by state law, we have agreed to pay each of them, respectively, 50% of his or her base salary if we decide to enforce the non-competition obligation following the period of his or her respective employment; provided that any severance payments Mr. Basta or Drs. Lebwohl and Schultes would be entitled to receive will be reduced by the amount that they would receive under the NEO’s respective employment agreement (described below), if the non-competition agreement is enforced.
Pursuant to separate employment agreements with our named executive officers, if a named executive officer’s employment is terminated by us without cause, as defined in the employment agreements, or by the named executive officer for good reason, as defined in the employment agreements, and subject to the execution and effectiveness of a separation agreement, including a general release of claims in our favor, the named executive officer will be entitled to receive:
In addition, except as otherwise provided in the applicable award agreement, all equity awards held by the named executive officer or by entities to which the named executive officer has properly transferred such awards that would have vested in the 12-month period following termination, in the case of Dr. Leonard, or the nine-month period following termination in the case of the other named executive officers, had the named executive officer remained employed by us during such period will accelerate and vest as of the date of termination. In lieu of the payments and benefits described above, in the event that the named executive officer’s employment is terminated by us without cause or the named executive officer resigns for good reason, in either case within 24 months following a
39
change in control, as defined in the employment agreements, subject to the execution and effectiveness of a separation agreement, including a general release of claims in our favor, the named executive officer will be entitled to receive:
Estimated Payment and Benefits Upon Termination, Retirement or Change of Control
The amount of compensation and benefits payable to each named executive officer under our current employment agreements in various termination and change in control situations has been estimated in the tables below. The value of the equity vesting acceleration was calculated for each of the tables below based on the assumption that the change in control and the named executive officer’s employment termination occurred on December 31, 2025. The per share closing price of the Company’s stock on the Nasdaq Global Market as of December 31, 2025, the last trading day of 2025, was $8.99, which was used as the value of a share of the Company’s stock in the change in control for the calculations below. The value of the option vesting acceleration was calculated by multiplying the number of shares underlying unvested options subject to vesting acceleration as of December 31, 2025, by the positive difference, if any, between the per share closing price of the Company’s stock as of December 31, 2025, and the per share exercise price for such shares underlying unvested options.
Retirement Policy
In July 2022, the Company’s board of directors approved a policy related to benefits upon retirement from Intellia, which policy was amended in December 2022 and December 2025. Upon reaching age 60 and after five years of service at Intellia, all employees are eligible to submit their one-year notice of resignation. On the date of their resignation (at least one year following their notice date), employees are eligible for certain equity and bonus benefits, and termination provisions in existing agreements will apply. Equity awards granted prior to July 1, 2022 are not covered by the retirement policy. For all equity granted on or after July 1, 2022, upon retirement, the treatment is as follows: (1) 100% accelerated vesting of all outstanding time-based RSUs; (2) continued vesting of all outstanding stock options, until 100% vested, and the exercise period is continued to the earlier of five years post-retirement or the expiration of that award; (3) a prorated portion of performance-based awards based on service during the performance period will remain eligible to be earned and vest at the end of the performance period based upon actual performance. Further, upon retirement, employees will be eligible to receive a prorated bonus for the performance year in which they retired, payable at the same time as all other Company bonuses for that performance year.
The following table describes the potential payments and benefits upon employment termination for Dr. Leonard, as if his employment terminated as of December 31, 2025.
Executive Benefits and |
|
Termination by Company without Cause or Voluntary Resignation for Good Reason Not in Connection with a Change in Control ($) |
|
Termination by Company without Cause or Voluntary Resignation for Good Reason within 24 Months |
|
Termination upon Retirement One Year after Notice Date ($) |
|||||||||
John M. Leonard, M.D. |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Cash Severance |
|
|
708,000 |
|
(1) |
|
|
2,336,400 |
|
(2) |
|
|
460,200 |
|
(7) |
Acceleration of Equity Awards (6) |
|
|
1,020,734 |
|
(3) |
|
|
4,670,710 |
|
(4) |
|
|
2,176,209 |
|
(8) |
Health Care Continuation |
|
|
— |
|
(5) |
|
|
— |
|
(5) |
|
|
— |
|
|
Total |
|
|
1,728,734 |
|
|
|
|
7,007,110 |
|
|
|
|
2,636,409 |
|
|
40
The following table describes the potential payments and benefits upon employment termination for all of our named executive officers who were employed by us on December 31, 2025 other than Dr. Leonard, as if his or her employment terminated as of December 31, 2025. Messrs. Dulac and Basta were not retirement eligible as of December 31, 2025.
Executive Benefits and |
|
Termination by Company without Cause or Voluntary Resignation for Good Reason Not in Connection with a Change in Control ($) |
|
Termination by Company without |
|
Termination upon Retirement One Year after Notice Date ($) |
|||||||||
Edward J. Dulac III |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Cash Severance |
|
|
394,500 |
|
(1) |
|
|
1,104,600 |
|
(2) |
|
|
— |
|
|
Acceleration of Equity Awards (7) |
|
|
340,191 |
|
(3) |
|
|
1,601,820 |
|
(4) |
|
|
— |
|
|
Health Care Continuation |
|
|
18,473 |
|
(5) |
|
|
36,946 |
|
(6) |
|
|
— |
|
|
Total |
|
|
753,164 |
|
|
|
|
2,743,366 |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
James Basta, J.D. |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Cash Severance |
|
|
370,500 |
|
(1) |
|
|
1,037,400 |
|
(2) |
|
|
— |
|
|
Acceleration of Equity Awards (7) |
|
|
327,254 |
|
(3) |
|
|
1,416,321 |
|
(4) |
|
|
— |
|
|
Health Care Continuation |
|
|
18,652 |
|
(5) |
|
|
37,304 |
|
(6) |
|
|
— |
|
|
Total |
|
|
716,406 |
|
|
|
|
2,491,025 |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
David Lebwohl, M.D. |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Cash Severance |
|
|
402,000 |
|
(1) |
|
|
1,125,600 |
|
(2) |
|
|
214,400 |
|
(8) |
Acceleration of Equity Awards (7) |
|
|
337,359 |
|
(3) |
|
|
1,548,581 |
|
(4) |
|
|
712,251 |
|
(9) |
Health Care Continuation |
|
|
12,870 |
|
(5) |
|
|
25,741 |
|
(6) |
|
|
— |
|
|
Total |
|
|
752,229 |
|
|
|
|
2,699,922 |
|
|
|
|
926,651 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Birgit Schultes, Ph.D. |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Cash Severance |
|
|
356,250 |
|
(1) |
|
|
997,500 |
|
(2) |
|
|
190,000 |
|
(8) |
Acceleration of Equity Awards (7) |
|
|
231,681 |
|
(3) |
|
|
1,008,246 |
|
(4) |
|
|
523,101 |
|
(9) |
Health Care Continuation |
|
|
12,870 |
|
(5) |
|
|
25,741 |
|
(6) |
|
|
— |
|
|
Total |
|
|
600,801 |
|
|
|
|
2,031,487 |
|
|
|
|
713,101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
41
Equity Compensation Plan Information
The following table provides information as of December 31, 2025 with respect to the shares of our common stock that may be issued under our existing equity compensation plans.
Plan Category |
|
Number of |
|
|
Weighted Average |
|
|
|
Number of Securities |
|
|
|||
Equity compensation plans approved by stockholders |
|
|
9,707,689 |
|
(1) |
$ |
40.42 |
|
(3) |
|
|
13,758,192 |
|
(4) |
Equity compensation plans not approved by stockholders |
|
|
662,198 |
|
(2) |
|
24.69 |
|
(3) |
|
|
117,038 |
|
(5) |
Total |
|
|
10,369,887 |
|
|
$ |
39.98 |
|
|
|
|
13,875,230 |
|
|
42
CEO Pay Ratio
Our compensation and benefits philosophy and the overall structure of our compensation and benefit programs are broadly similar across the organization to encourage and reward all employees who contribute to our success. We strive to ensure the pay of each of our employees reflects the level of their job impact and responsibilities and is competitive within our peer group. Compensation rates are benchmarked and are generally set to be market-competitive in the country in which the jobs are performed. Our ongoing commitment to pay equity is critical to our success in supporting a diverse workforce with opportunities for all employees to grow, develop and contribute.
Under rules adopted pursuant to the Dodd-Frank Act, we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our chief executive officer (the “CEO Pay Ratio”). The paragraphs that follow describe our methodology and the resulting CEO Pay Ratio.
We identified the median employee using our employee population on December 31, 2025 (including all employees, whether employed on a full-time, part-time, seasonal or temporary basis).
We identified the median employee by looking at annual salary plus 2025 bonus earned, the fair market value of equity grants, life and disability insurance, and the estimated value of 401(k) match (whether vested or not) as of December 31, 2025. We did not perform adjustments to the compensation paid to part-time employees to calculate what they would have been paid on a full-time basis. In identifying the median employee, we did not make any cost-of-living adjustments. Once the median employee was identified, we calculated the median employee’s annual target total direct compensation in accordance with the requirements of the Summary Compensation Table.
Our median employee’s compensation as calculated using Summary Compensation Table requirements was $301,044. Our chief executive officer’s compensation as reported in the Summary Compensation Table was $5,063,899. Therefore, our CEO Pay Ratio is approximately 17:1.
This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the compensation committee nor management of the Company used the CEO Pay Ratio measure in making compensation decisions.
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing information about the relationship between executive compensation actually paid to our principal executive officer (“PEO”) and the average compensation actually paid to our other NEOs, as calculated in accordance with Item 402(v) of Regulation S-K, and certain financial performance measures. For additional information on our compensation programs and philosophy and how we design our compensation programs to align pay with performance, see the section titled “Compensation Discussion and Analysis”. For the year ended December 31, 2025, we did not use any financial performance measures other than those presented in the Pay Versus Performance table below to link Company performance to compensation actually paid, as calculated in accordance with Item 402(v) of Regulation S-K.
Pay Versus Performance Table
|
|
|
|
|
|
|
|
|
|
|
Value of Initial Fixed $100 Investment Based on: |
|
|
|
|||||||||
Year |
|
Summary Compensation Table (“SCT”) Total for PEO ($) |
|
Compensation Actually Paid to PEO (1) ($) |
|
Average SCT Total for Non-PEO NEOs (2) ($) |
|
|
Average Compensation Actually Paid to Non-PEO NEOs ($) |
|
Total Stockholder Return (3) ($) |
|
Peer Group Total Stockholder Return (4) ($) |
|
Net Income (Loss) |
|
|||||||
2025 |
|
|
|
|
|
|
|
(6) |
|
|
|
|
|
|
|
( |
) |
||||||
2024 |
|
|
|
|
|
|
|
(7) |
|
|
|
|
|
|
|
( |
) |
||||||
2023 |
|
|
|
|
|
|
|
(8) |
|
|
|
|
|
|
|
( |
) |
||||||
2022 |
|
|
|
|
( |
) |
|
|
(9) |
|
( |
) |
|
|
|
|
|
( |
) |
||||
2021 |
|
|
|
|
|
|
|
(8) |
|
|
|
|
|
|
|
( |
) |
||||||
43
(1) The amounts reported represent the “compensation actually paid” to our PEO, computed in accordance with Item 402(v) of Regulation S-K, but do not reflect the actual amount of compensation earned by or paid to our PEO in the applicable year. Dr. Leonard was our PEO for all years presented. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the amount reported for our PEO in the “Total” column of the Summary Compensation Table to calculate compensation actually paid:
Year |
SCT Total for PEO ($) |
|
SCT Value of Equity Awards |
|
Equity Award Adjustments |
|
Compensation Actually Paid to PEO ($) |
|
||||
2025 |
|
|
|
( |
) |
|
|
|
|
|||
(a) The amounts reported represent the sum of the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table.
(b) The equity award adjustments include the following: (i) the addition of the year-end fair value of any equity awards granted during the year that are outstanding and unvested as of the end of the year; (ii) for any awards granted in prior years that are outstanding and unvested as of the end of the fiscal year, the addition (or subtraction, if applicable) of the change in fair value between the end of the prior fiscal year and the end of the applicable fiscal year; and (iii) for awards granted in prior years that vest during the fiscal year, the addition (or subtraction, if applicable) of the change in fair value between the end of the prior fiscal year and the vesting date of such awards. The valuation assumptions used to calculate fair values were updated for the applicable fiscal year and the assumptions for the applicable fiscal year are set forth in the notes to the financial statements in our Annual Report on Form 10-K for the applicable fiscal year. The amounts deducted or added in calculating the equity award adjustments are as follows:
Year |
Year End Fair Value of Equity Awards Granted During the Year ($) |
|
Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) |
|
Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) |
|
Total Equity |
|
||||
2025 |
|
|
|
( |
) |
|
( |
) |
|
|
||
(2) The amounts reported represent the average “compensation actually paid” to the NEOs other than our PEO as a group, computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to such NEOs as a group in the applicable year. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the average of the amounts reported in the “Total” column of the Summary Compensation Table for the NEOs as a group (excluding our PEO) for each year to determine the compensation actually paid, using the same methodology described above in footnote 1:
Year |
Average |
|
Average |
|
Average Equity |
|
Average Compensation Actually Paid to Non-PEO NEOs ($) |
|
||||
2025 |
|
|
|
( |
) |
|
|
|
|
|||
(a) The amounts reported represent the sum of the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the applicable fiscal year.
(b) The equity award adjustments for each fiscal year include the amounts noted in footnote 1(b). The amounts deducted or added in calculating the equity award adjustments are as follows:
Year |
Year End Fair Value of Equity Awards Granted During the Year ($) |
|
Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) |
|
Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) |
|
Total Equity |
|
||||
2025 |
|
|
|
( |
) |
|
( |
) |
|
|
||
(3) TSR is calculated by taking the difference between the Company’s share price at the end and the beginning of the measurement period and dividing it by the Company’s share price at the beginning of the measurement period. The Company did not issue any dividends during the measurement period. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year.
(4) Represents the peer group TSR. The peer group used for this purpose is the Nasdaq Biotechnology Index, a published industry index. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year.
(5) The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable fiscal year.
(6) Non-PEO NEOs for 2025 include Mr. Dulac, Mr. Basta, Dr. Lebwohl and Dr. Schultes.
(7) Non-PEO NEOs for 2024 include Mr. Dulac, Mr. Basta, Dr. Lebwohl, Dr. Sepp-Lorenzino, Mr. Dube and Mr. Goddard.
(8) Non-PEO NEOs for 2023 and 2021 include Mr. Goddard, Mr. Basta, Dr. Lebwohl and Dr. Sepp-Lorenzino.
(9) Non-PEO NEOs for 2022 include Mr. Goddard, Mr. Basta, Mr. Hicks, Dr. Lebwohl and Dr. Sepp-Lorenzino.
44
Compensation Actually Paid and Total Stockholder Return
As shown in the graph below, compensation actually paid to our PEO and the average compensation actually paid to the Company’s other NEOs is generally aligned with the Company’s TSR over the five-year period from December 31, 2020 to December 31, 2025, in large part because a significant portion of the compensation actually paid to the Company’s NEOs is in the form of equity awards, the value of which is impacted by stock price changes.
Compensation Actually Paid and Net Income (Loss)
Director Compensation
The table below shows all compensation paid to our non-employee directors during 2025. During 2025, we did not provide any compensation, including cash payments or equity awards, to Dr. Leonard for his service as a director. Compensation paid to Dr. Leonard as an executive officer during 2025 is set forth under “Executive Officer Compensation—2025 Summary Compensation Table.”
Name (1) |
|
Fees Earned or |
|
|
Option |
|
|
Stock Awards |
|
|
Total ($) |
|
||||
Muna Bhanji, R.Ph. |
|
|
70,000 |
|
|
|
65,740 |
|
|
|
66,960 |
|
|
|
202,700 |
|
William Chase |
|
|
72,500 |
|
|
|
65,740 |
|
|
|
66,960 |
|
|
|
205,200 |
|
Fred Cohen, M.D., D.Phil. |
|
|
60,000 |
|
|
|
65,740 |
|
|
|
66,960 |
|
|
|
192,700 |
|
Brian Goff |
|
|
63,740 |
|
|
|
65,740 |
|
|
|
66,960 |
|
|
|
196,440 |
|
Jesse Goodman, M.D., M.P.H. |
|
|
65,000 |
|
|
|
65,740 |
|
|
|
66,960 |
|
|
|
197,700 |
|
Georgia Keresty, Ph.D., M.P.H. |
|
|
67,500 |
|
|
|
65,740 |
|
|
|
66,960 |
|
|
|
200,200 |
|
Frank Verwiel, M.D. |
|
|
100,000 |
|
|
|
65,740 |
|
|
|
66,960 |
|
|
|
232,700 |
|
45
During 2025, we compensated our non-employee directors with a cash retainer for service on the board of directors and for service on each committee on which the director is a member. The chairperson of the board and of each committee receives a higher retainer for such service. These fees are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our board of directors. The fees paid to non-employee directors in 2025 for service on the board of directors and for service on each committee of the board of directors on which the director is a member are as follows:
|
|
Member |
|
|
Chairperson |
|
||
Board of Directors |
|
|
45,000 |
|
|
|
35,000 |
|
Audit Committee |
|
|
10,000 |
|
|
|
10,000 |
|
Compensation and Talent Development Committee |
|
|
7,500 |
|
|
|
7,500 |
|
Nominating and Corporate Governance Committee |
|
|
5,000 |
|
|
|
5,000 |
|
Science and Technology Committee |
|
|
7,500 |
|
|
|
7,500 |
|
We also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our board of director and committee meetings.
Non-Employee Director Equity Compensation
Our non-employee director equity compensation is intended to enable us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.
Each non-employee director, upon his or her initial election to our board of directors, is eligible to receive an initial equity award valued at $800,000, with 50% of the value delivered in the form of stock options and 50% delivered in the form of RSUs. Additionally, on the date of our Company’s 2025 Annual Meeting, each non-employee director then in office was eligible for an annual equity award valued at $400,000 pursuant to the 2025 Plan, with 50% of the value delivered in the form of stock options and 50% of the value delivered in the form of RSUs, subject to the maximums described below.
Our compensation committee conducted a review of market data relating to our peer companies in 2025 and, based upon this review, did not recommend any changes to the non-employee director cash compensation for 2025, but recommended that the board of directors apply a maximum to the number of shares awarded for initial and annual grants in 2025. The maximums for 2025 were 22,900 shares underlying options and 16,000 RSUs for initial grants and 11,450 shares for underlying options and 8,000 RSUs for annual grants.
To be aligned with their director terms, equity awards granted to non-employee directors upon initial election to the board of directors vest over the three years following the grant date, with one third of the shares vesting one year after the date of grant and the remaining portion of the shares vesting thereafter in substantially equal quarterly installments over the next two years, subject to continued service through such date. Equity awards granted to our non-employee directors on the date of each annual meeting vest in full upon the earlier to occur of the first anniversary of the grant date or the date of the next annual meeting of stockholders following the date of grant, subject to continued service as a director through such date.
All equity awards issued to our non-employee directors under our director compensation program will become fully vested upon a change in control of our Company. In addition, the form of option agreement gives non-employee directors up to three months and one day following cessation of service as a director to exercise the options, to the extent vested at the date of such cessation, provided that the director has not been removed for cause. The exercise price of options granted to our non-employee directors under our director compensation policy is equal to the fair market value of our common stock on the date of grant.
46
REPORT OF THE COMPENSATION AND TALENT DEVELOPMENT COMMITTEE
The information contained in this report shall not be deemed to be (1) “soliciting material,” (2) “filed” with the SEC, (3) subject to Regulations 14A or 14C of the Exchange Act, or (4) subject to the liabilities of Section 18 of the Exchange Act. This report shall not be deemed incorporated by reference into any of our other filings under the Exchange Act or the Securities Act, except to the extent that we specifically incorporate it by reference into such filing.
The compensation and talent development committee has reviewed and discussed the “Compensation Discussion and Analysis” section of this proxy statement with management. Based on the review and discussions, the compensation and talent development committee recommended to the board of directors that the “Compensation Discussion and Analysis” section be included in this proxy statement, which is incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
THE COMPENSATION AND TALENT DEVELOPMENT COMMITTEE OF THE BOARD OF DIRECTORS OF INTELLIA THERAPEUTICS, INC. Brian Goff, Chairperson |
Muna Bhanji, R.Ph. William Chase |
Fred Cohen, M.D., D.Phil.
|
April 30, 2026
47
Certain Relationships and Transactions
Other than compensation arrangements for our directors and named executive officers, which are described elsewhere under the “Executive Officer and Director Compensation” section of this proxy statement, we did not have any transactions with any of our directors or named executive officers since January 1, 2025 to which we were a party or will be a party, in which:
Indemnification Agreements
We have entered into agreements to indemnify our directors and executive officers. These agreements will, among other things, require us to indemnify these individuals for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person on behalf of our Company or that person’s status as a member of our board of directors to the maximum extent allowed under Delaware law.
Policies and Procedures for Related Party Transactions
We have adopted a related party transaction approval policy that governs the review of related party transactions. Pursuant to this written policy, if we enter into a transaction involving over $120,000 with any director, executive officer, holder of 5% or more of any class of our capital stock or any member of the immediate family of, or entities affiliated with, any of them, or any other related party, our audit committee must approve such transaction. Any such transaction must either first be presented to our audit committee for review, consideration or approval, or, if advance review by the committee is not feasible, be reviewed, considered or approved by the committee at its next regularly scheduled meeting. In approving or rejecting any such transaction, our audit committee is to consider the relevant facts and circumstances available and deemed relevant to the audit committee, including, but not limited to, the extent of the related party’s interest in the transaction, and whether the transaction is on terms no less favorable to us than terms we could have generally obtained from an unaffiliated third party under the same or similar circumstances. Further, when stockholders are entitled to vote on a transaction with a related party, the material facts of the related party’s relationship or interest in the transaction must be disclosed to the stockholders, who must approve the transaction in good faith.
48
PRINCIPAL STOCKHOLDERS
The following table sets forth information, to the extent known by us or ascertainable from public filings, with respect to the beneficial ownership of our common stock as of March 31, 2026 by:
The column entitled “Percentage Beneficially Owned” is based on 120,447,521 shares of our common stock outstanding as of March 31, 2026.
Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of March 31, 2026 are considered outstanding and beneficially owned by the person holding the options for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Except as otherwise noted, the persons and entities in this table have sole voting and investing power with respect to all of the shares of our common stock beneficially owned by them, subject to community property laws, where applicable. Except as otherwise indicated in the table below, addresses of named beneficial owners are in care of Intellia Therapeutics, Inc., 40 Erie Street, Cambridge, Massachusetts 02139.
Name of Beneficial Owner |
|
Number of |
|
|
Percentage |
|
||
Greater than 5% Stockholders: |
|
|
|
|
|
|
||
ARK Investment Management LLC (1) |
|
|
14,207,324 |
|
|
|
11.8 |
% |
The Vanguard Group (2) |
|
|
13,010,001 |
|
|
|
10.8 |
% |
BlackRock, Inc. (3) |
|
|
8,453,014 |
|
|
|
7.0 |
% |
State Street Corp (4) |
|
|
6,418,836 |
|
|
|
5.3 |
% |
Directors and Named Executive Officers: |
|
|
|
|
|
|
||
James Basta, J.D. (5) |
|
|
313,790 |
|
|
* |
|
|
Muna Bhanji, R.Ph. (6) |
|
|
51,208 |
|
|
* |
|
|
William Chase (7) |
|
|
155,586 |
|
|
* |
|
|
Fred Cohen, M.D., D.Phil. (8) |
|
|
284,511 |
|
|
* |
|
|
Edward J. Dulac III (9) |
|
|
112,581 |
|
|
* |
|
|
Brian Goff (10) |
|
|
20,710 |
|
|
* |
|
|
Jesse Goodman, M.D., M.P.H. (11) |
|
|
121,417 |
|
|
* |
|
|
Georgia Keresty, Ph.D., M.P.H. (12) |
|
|
59,848 |
|
|
* |
|
|
David Lebwohl, M.D. (13) |
|
|
470,540 |
|
|
* |
|
|
John M. Leonard, M.D. (14) |
|
|
1,960,789 |
|
|
|
1.6 |
% |
Birgit Schultes, Ph.D. (15) |
|
|
264,424 |
|
|
* |
|
|
Frank Verwiel, M.D. (16) |
|
|
142,006 |
|
|
* |
|
|
All current executive officers and directors as a |
|
|
4,230,502 |
|
|
|
3.5 |
% |
* Represents beneficial ownership of less than one percent of our outstanding common stock.
49
50
REPORT OF THE AUDIT COMMITTEE
The audit committee is appointed by the board of directors to assist the board of directors in fulfilling its oversight responsibilities with respect to (1) the integrity of Intellia’s financial statements and financial reporting process and systems of internal controls regarding finance, accounting, and compliance with legal and regulatory requirements, (2) the qualifications, independence, and performance of Intellia’s independent registered public accounting firm, (3) the activities of Intellia’s internal audit function, and (4) other matters as set forth in the charter of the audit committee approved by the board of directors.
Management is responsible for the preparation of Intellia’s financial statements and the financial reporting process, including its system of internal control over financial reporting and its disclosure controls and procedures. The independent registered public accounting firm is responsible for performing an audit of Intellia’s financial statements in accordance with the standards of the PCAOB and issuing a report thereon. The audit committee’s responsibility is to monitor and oversee these processes.
In connection with these responsibilities, the audit committee reviewed and discussed with management and the independent registered public accounting firm the audited consolidated financial statements of Intellia for the fiscal year ended December 31, 2025, including internal control testing under Section 404 of the Sarbanes-Oxley Act. The audit committee also discussed with the independent registered public accounting firm the matters required to be discussed by the PCAOB’s Auditing Standard No. 1301, Communication with Audit Committees, and the SEC. In addition, the audit committee received written disclosures and the letter from the independent registered public accounting firm as required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the audit committee concerning independence and has discussed with the independent registered public accounting firm their independence.
Based on the reviews and discussions referred to above, the audit committee recommended to the board of directors that the audited consolidated financial statements of Intellia be included in Intellia’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, that was filed with the SEC. The information contained in this report shall not be deemed to be (1) “soliciting material,” (2) “filed” with the SEC, (3) subject to Regulations 14A or 14C of the Exchange Act, or (4) subject to the liabilities of Section 18 of the Exchange Act. This report shall not be deemed incorporated by reference into any of our other filings under the Exchange Act or the Securities Act, except to the extent that we specifically incorporate it by reference into such filing.
THE AUDIT COMMITTEE OF THE BOARD OF Muna Bhanji, R.Ph. Georgia Keresty, Ph.D., M.P.H. |
April 30, 2026
51
HOUSEHOLDING
Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our documents, including the Notice and, if applicable, the Proxy Materials, may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of the Notice or Proxy Materials to you upon written request to Intellia Therapeutics, Inc., 40 Erie Street, Suite 130, Cambridge, Massachusetts 02139, Attention: Investor Relations / Corporate Secretary, by calling 1-857-285-6200 or by emailing sendmaterial@proxyvote.com. If you want to receive separate copies of a proxy statement or annual report to stockholders in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address and phone number.
STOCKHOLDER PROPOSALS
A stockholder who would like to have a proposal considered for inclusion in our 2027 proxy statement must submit the proposal in accordance with the procedures outlined in Rule 14a-8 of the Exchange Act so that it is received by us no later than December 31, 2026. However, if the date of the 2027 Annual Meeting of Stockholders is changed by more than 30 days from the anniversary date of the previous year’s meeting, then the deadline is a reasonable time before we begin to print and send our proxy statement for the 2027 Annual Meeting of Stockholders. SEC rules set standards for eligibility and specify the types of stockholder proposals that may be excluded from a proxy statement. Stockholder proposals should be addressed to Intellia Therapeutics, Inc., 40 Erie Street, Suite 130, Cambridge, Massachusetts 02139, Attention: Investor Relations / Corporate Secretary.
If a stockholder wishes to propose a nomination of persons for election to our board of directors or present a proposal at an annual meeting but does not wish to have the proposal considered for inclusion in our proxy statement and proxy card, our third amended and restated by-laws established an advance notice procedure for such nominations and proposals. Stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the board of directors or by a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered timely notice in proper form to our corporate secretary of the stockholder’s intention to bring such business before the meeting.
The required notice must be in writing and received by our corporate secretary at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. However, in the event that the date of the 2027 Annual Meeting of Stockholders is advanced by more than 30 days, or delayed by more than 60 days, from the first anniversary of the 2026 Annual Meeting of Stockholders, a stockholder’s notice must be so received no later than the close of business of the 90th day prior to the 2027 Annual Meeting of Stockholders or the tenth day following the day on which notice of the date of the 2027 Annual Meeting of Stockholders was first made, whichever first occurs. For stockholder proposals to be brought before the 2027 Annual Meeting of Stockholders, the required notice must be received by our corporate secretary at our principal executive offices no earlier than close of business on February 9, 2027 and no later than close of business on March 11, 2027. Stockholder proposals, including Rule 14a-8 proposals, and the required notice should be addressed to Intellia Therapeutics, Inc., 40 Erie Street, Suite 130, Cambridge, Massachusetts 02139, Attention: Investor Relations / Corporate Secretary. We also encourage you to submit any such proposals via email to Jason.Fredette@intelliatx.com.
In addition to the above, a stockholder who would like to propose a nomination of persons for election to our board of directors must submit the proposal in accordance with the procedures outlined in the nominating and corporate governance committee’s charter, a current copy of which is posted on the corporate governance section of our website, http://ir.intelliatx.com/corporate-governance/documents-charters. Specifically, all nomination recommendations must include (i) the name and address of record of the stockholder; (ii) a representation that the stockholder is a record holder of Intellia’s securities, or if the stockholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Exchange Act; (iii) the name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the precedent five (5) full fiscal years of the proposed director candidate; (iv) a description of the qualifications and background of the proposed director candidate which addresses the minimum qualifications and other criteria for membership on our board of directors as set forth in the charter of the nominating and corporate governance committee; (v) a description of all arrangements or understandings between the stockholder and the proposed director candidate; (vi) the consent of the proposed director candidate (A) to be named in the proxy statement relating to Intellia’s annual meeting of stockholders and (B) to serve as a director if elected; and (vii) any other information regarding the proposed director candidate that is required to be included in a proxy statement filed pursuant to the rules of the SEC.
To comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act.
52
CAN TO VIEW MATERIALS & VOTE INTELLIA THERAPEUTICS, INC. 40 ERIE STREET, SUITE 130 CAMBRIDGE, MA 02139 VOTE BY INTERNET Before The 2026 Annual Meeting of Stockholders (the "Meeting") - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 8, 2026. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/NTLA2026 You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on June 8, 2026. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V95266-P51816 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY INTELLIA THERAPEUTICS, INC. The Board of Directors recommends you vote FOR the following nominees: 1. Election of three class I directors to our board of directors, each to serve until the 2029 annual meeting of stockholders and until their successor has been duly elected and qualified, or until their earlier death, resignation or removal. Nominees: For Against Abstain 1a. Muna Bhanji, R.Ph. 1b. Brian Goff 1c. Jesse Goodman, M.D., M.P.H. The Board of Directors recommends you vote FOR proposals 2 and 3. For Against Abstain 2. Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.3. Approval, on a non-binding advisory basis, of the compensation of our named executive officers. 4. Transaction of any other business properly brought before the Annual Meeting or any adjournment or postponement thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held June 9, 2026: The Notice, Proxy Statement and 2025 Annual Report are available at www.proxyvote.com. V95267-P51816 INTELLIA THERAPEUTICS, INC. Annual Meeting of Stockholders June 9, 2026 9:00 AM, EDT This proxy is solicited by the Board of Directors The undersigned hereby appoints John Leonard, M.D., Edward J. Dulac III and James Basta, J.D., as proxies, each with the power to act without the other and appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of Intellia Therapeutics, Inc. that the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held online at www.virtualshareholdermeeting.com/NTLA2026 on Tuesday, June 9, 2026 at 9:00 AM, EDT and at any adjournment or postponement thereof. Receipt of the Notice of the 2026 Annual Meeting of Stockholders, Proxy Statement and 2025 Annual Report is hereby acknowledged. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side