Editas received only 61% shareholder support on its 2025 say-on-pay vote — below the 70% threshold that requires visible remediation — and while the company engaged shareholders and cut CEO total pay, the core structural concern raised by investors (pay-for-performance misalignment) was not meaningfully addressed: the company eliminated performance-based stock awards entirely in favor of time-based stock options, meaning equity awards now vest based solely on continued employment rather than achievement of measurable performance goals, which our policy treats as incentive pay with no meaningful performance conditions. Additionally, EDIT's 3-year stock price has fallen 61.1% while the biotech benchmark XBI (SPDR S&P Biotech ETF) gained 60.7% — a gap of 121.8 percentage points — and executives continued to receive above-benchmark variable pay during this period of severe shareholder value destruction, failing the pay-for-performance alignment check.

PricewaterhouseCoopers LLP is a Big 4 firm and fully appropriate for Editas's size and complexity; the auditor fee table data was not extractable from the provided filing text, so the non-audit fee ratio trigger cannot be evaluated and per policy we do not assume a NO vote without confirmed data; auditor tenure is not disclosed so per policy we vote FOR and note the absence of tenure disclosure as a minor negative factor.