CRISPR THERAPEUTICS AG (CRSP)
Sector: Health Care
2026 Annual Meeting Analysis
CRISPR THERAPEUTICS AG · Meeting: June 4, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Re-election of the Members of the Board of Directors and the Chairman
Dr. Kulkarni has served as CEO and director since 2017/2018; CRSP's 3-year return of +4.6% beats the peer group median of -2.7% by +7.3pp, well below the 35pp threshold needed to trigger a vote against, so the TSR test clears and no other flags apply.
Dr. Behbahani has served since April 2015; CRSP's 3-year TSR outperforms the peer group median by +7.3pp so the TSR trigger does not apply, and he currently holds five active public board seats (CRSP, NKTX, BDTX, GLUE, KRRO) — the Arcellx seat is pending acquisition close — which is at the boundary but does not clearly exceed the four-seat overboarding limit for non-executive directors under the policy.
Dr. Fardis has served since June 2022; CRSP's 3-year TSR outperforms the peer group median and no other flags apply; she brings relevant drug development and biotech executive experience.
Dr. Fleming has served since June 2021; the peer group TSR trigger does not apply and he holds two active public board seats (CRSP, UPB, SION) well within the overboarding threshold; his healthcare strategy background is relevant.
Dr. George has served since April 2015; CRSP's 3-year TSR clears the peer benchmark and he holds only two active public board seats (CRSP, NKTX, DSGN); his biotech venture and executive experience is clearly relevant.
Mr. Greene has served since June 2019; CRSP's 3-year TSR outperforms the peer median, he is the designated Audit Committee financial expert, and he holds two public board seats (CRSP, NOC) well within limits.
Dr. High has served since June 2019; the peer group TSR trigger does not apply, she holds two active public board seats (CRSP, INCY), and her gene therapy expertise is highly relevant to CRISPR's mission.
Mr. Mahatme joined in May 2024, which is within the 24-month new-director exemption window from the TSR trigger; he brings strong biopharma CFO and business development experience and serves as an Audit Committee financial expert.
Dr. Morrison joined in June 2025, well within the 24-month new-director exemption; he is a sitting CEO of a private company (Crossbow Therapeutics) and holds two outside public board seats (ARVN, HOWL), which is within policy limits; his drug development background is directly relevant.
Dr. Rommel joined in May 2024, within the 24-month new-director exemption window; he brings deep R&D leadership experience from Bayer, Roche, and Amgen that is directly relevant to CRISPR's pipeline.
Dr. Treco has served since June 2020 as Lead Independent Director; CRSP's 3-year TSR outperforms the peer group median by +7.3pp so the TSR trigger does not apply, and his rare disease and gene therapy expertise is highly relevant.
All eleven directors receive a FOR vote. CRSP's 3-year total return of +4.6% outperforms the company-disclosed peer group median of -2.7% by +7.3pp, falling well short of the 35pp underperformance threshold needed to trigger votes against directors. Three directors (Mahatme, Morrison, Rommel) joined within the past 24 months and are exempt from the TSR test in any case. No overboarding, attendance, independence, or familial relationship issues were identified.
Say on Pay
✓ FORCEO
Samarth Kulkarni, Ph.D.
Total Comp
$7,678,477
Prior Support
71%%
CEO total compensation of approximately $7.7 million is reasonable for a biotech CEO at a $5.5 billion company that achieved a landmark first CRISPR therapy approval and is executing on multiple clinical programs; the prior year say-on-pay vote was 71%, which clears the 70% threshold that would require a response. Pay structure is substantially variable — base salary of $769K represents only about 10% of total compensation, with the large majority delivered through at-risk stock awards and options, satisfying the policy requirement that at least 50-60% of senior executive pay be performance-linked. On the pay-for-performance alignment check, CRSP's 3-year stock return of +4.6% outperforms the company-disclosed peer group median of -2.7%, so above-benchmark incentive payouts (the company approved 122.5% achievement) are supported by relative performance. The company maintains a meaningful clawback policy and no material governance concerns were identified.
Auditor Ratification
✓ FORAuditor
Ernst & Young AG / Ernst & Young LLP
Tenure
N/A
Audit Fees
$1,421,361
Non-Audit Fees
$102,361
Non-audit fees (audit-related fees of $67,416 plus tax fees of $34,945, totaling $102,361) represent approximately 7.2% of core audit fees of $1,421,361, well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy so no tenure trigger fires under policy. Ernst & Young is a Big 4 firm appropriate for a $5.5B market-cap company. No material restatements were identified.
Overall Assessment
The 2026 CRISPR Therapeutics annual meeting ballot presents no major governance concerns under the voting policy: the company's 3-year stock return of +4.6% outperforms its disclosed peer group median of -2.7%, clearing the TSR trigger for all directors, and CEO pay of $7.7 million is reasonable and heavily performance-linked with prior say-on-pay support above the 70% threshold. The auditor fee ratio is well within acceptable limits, and no stockholder proposals were included in the filing, resulting in FOR votes across all three standard proposal types.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing