Other preliminary proxy statements



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UNITED STATES



SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549





SCHEDULE 14A



Proxy Statement Pursuant to Section 14(a) of the



Securities Exchange Act of 1934



(Amendment No.     )





Filed by the Registrant



Filed by a Party other than the Registrant





Check the appropriate box:
















































Preliminary Proxy Statement














Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))














Definitive Proxy Statement














Definitive Additional Materials














Soliciting Material Pursuant to §240.14a-12







CRISPR THERAPEUTICS AG



(Name of Registrant as Specified in Its Charter)



(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)



Payment of Filing Fee (Check the appropriate box):












































































































































No fee required.














Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
















(1)




Title of each class of securities to which transaction applies:
















(2)




Aggregate number of securities to which transaction applies:
















(3)




Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
















(4)




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(5)




Total fee paid:























Fee paid previously with preliminary materials:














Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
















(1)




Amount previously paid:
















(2)




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(3)




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Table of Contents













CRISPR THERAPEUTICS AG



Baarerstrasse 14



6300 Zug



Switzerland



+41 (0) 41 561 32 77



NOTICE OF INVITATION TO 2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS



To Be Held On June 10, 2021











Please read the “Important Notice Regarding COVID 19 (Coronavirus) in Switzerland” on page 6 of this notice.







Dear Shareholders:



You are cordially invited to the 2021 annual general meeting of shareholders, or the 2021 Annual General Meeting of CRISPR Therapeutics AG, or the Company, to be held on June 10, 2021 at 8:00 a.m. Central European Summer Time (2:00 a.m. Eastern Daylight Time) at the offices of Walder Wyss Ltd., Seefeldstrasse 123, 8008 Zurich, Switzerland. At the 2021 Annual General Meeting, the Company’s board of directors, or the Board of Directors, will ask the Company’s shareholders to consider and vote on the following matters:















1.






The approval of the annual report, the consolidated financial statements and the statutory financial statements of the Company for the year ended December 31, 2020.





The Board of Directors proposes to approve the annual report, the consolidated financial statements and the statutory financial statements of the Company for the year ended December 31, 2020 and to take note of the reports of the auditors. Copies of these documents are available for download at

www.proxydocs.com/CRSP

.















2.






The approval of the appropriation of financial results.





The Board of Directors proposes to carry forward the net loss resulting from the appropriation of financial results as follows:











































































Proposed Appropriation of Net Income: in Swiss Francs (“CHF”)




























Balance brought forward from previous years







CHF













(256,578,970




)







Net loss for the period (on a stand-alone unconsolidated basis):







CHF













(398,304,620




)







Total accumulated net loss:







CHF













(654,883,590




)







Resolution proposed by the Board of Directors:




























- RESOLVED, that the net loss for the period of CHF



(398,304,620) shall be carried forward.





































Table of Contents


















3.






The discharge of the members of the Board of Directors and Executive Committee.





The Board of Directors proposes that the members of the Board of Directors and the Executive Committee of the Company be discharged from personal liability for the business year ended December 31, 2020.















4.






The election and re-election of the members to the Board of Directors.





The Board of Directors proposes that Rodger Novak, M.D. be re-elected as member of the Board of Directors and Chairman of the Board of Directors and that each of Samarth Kulkarni, Ph.D., Bradley Bolzon, Ph.D., Ali Behbahani, M.D., H Edward Fleming Jr., M.D., Simeon J. George, M.D., John T. Greene, Katherine A. High, M.D., and Douglas A. Treco, Ph.D. be elected or re-elected, as appropriate, as directors, each for a term extending until completion of the 2022 annual general meeting of shareholders.















4.a






Re-election of Rodger Novak, M.D., as member and Chairman

















4.b






Re-election of Samarth Kulkarni, Ph.D.

















4.c






Re-election of Ali Behbahani, M.D.

















4.d






Re-election of Bradley Bolzon, Ph.D.

















4.


e






Re-election of Simeon J. George, M.D.

















4.


f






Re-election of John T. Greene

















4.


g






Re-election of Katherine A. High, M.D.

















4.h




Re-election of Douglas A. Treco, Ph.D.

















4.i




Election of H Edward Fleming Jr., M.D.


















5.






The re-election of the members of the Compensation Committee.





The Board of Directors proposes to re-elect, as appropriate, each of Ali Behbahani, M.D., Simeon J. George, M.D., and John T. Greene as members of the Compensation Committee of the Board of Directors, each for a term extending until completion of the 2022 annual general meeting of the shareholders.















5.a






Re-election of Ali Behbahani, M.D.

















5.b






Re-election of Simeon J. George, M.D.

















5.c






Re-election of John T. Greene

















6.






The approval of the compensation for the Board of Directors and the Executive Committee.





The Board of Directors proposes to hold the following separate votes on the non-performance-related and the variable compensation of the Board of Directors and the Executive Committee:



6.a Binding vote on total non-performance-related compensation for members of the Board of Directors from the 2021 Annual General Meeting to the 2022 annual general meeting of shareholders.



The Board of Directors proposes that shareholders approve the total maximum amount of non-performance-related compensation for the members of the Board of Directors covering the period from the 2021 Annual General Meeting to the 2022 annual general meeting of shareholders, i.e., USD $507,000 (cash base compensation plus social security costs).



6.b Binding vote on equity for members of the Board of Directors from the 2021 Annual General Meeting to the 2022 annual general meeting of shareholders.



The Board of Directors proposes that shareholders approve the maximum grant of equity or equity linked instruments for the members of the Board of Directors covering the period from the 2021 Annual General Meeting to the 2022 annual general meeting of shareholders with maximum value of USD $11,738,100 (equity grant date value plus social security costs).









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6.c Binding vote on total non-performance-related compensation for members of the Executive Committee from July 1, 20


2


1


to June 30, 202


2


.



The Board of Directors proposes that shareholders approve the total maximum amount of non-performance-related cash compensation for the members of the Executive Committee covering the period from July 1, 2021 to June 30, 2022, i.e., USD $3,514,207 (cash base compensation plus social security costs).



6.d Binding vote on total variable compensation for members of the Executive Committee for the current year ending December 31, 2021.




The Board of Directors proposes that shareholders approve the total maximum amount of variable compensation for the members of the Executive Committee for the current year ending December 31, 2021, i.e., USD $2,693,933 (cash compensation plus social security costs).



6.e Binding vote on equity for members of the Executive Committee from the 2021 Annual General Meeting to the 2022 annual general meeting of shareholders.



The Board of Directors proposes that shareholders approve the maximum of equity or equity linked instruments for the members of the Executive Committee covering the period from the 2021 Annual General Meeting of shareholders to the 2022 annual general meeting of shareholders with maximum value of USD $55,827,593 (equity grant date value plus social security costs).















7.






The approval of an increase in the Conditional Share Capital for Employee Equity Plans.





The Board of Directors proposes to increase the Company’s conditional share capital for employee equity plans by 5,000,000 Common Shares in order to cover any future share issuances due to the exercise of equity incentive awards under the Company’s employee equity plans and amend art. 3c para. 1 of the Articles of Association as follows:












Art. 3c Conditional Share Capital for Employee Benefit Plans



The share capital of the Company shall be increased by an amount not exceeding CHF 624,192.99 through the issue of a maximum of 20,806,433 registered shares, payable in full, each with a nominal value of CHF 0.03, in connection with the exercise of option rights granted to any employee of the Company or a subsidiary, and any consultant, members of the Board of Directors, or other person providing services to the Company or a subsidiary.




Art. 3c Bedingtes Aktienkapital für Mitarbeiterbeteiligungspläne



Das Aktienkapital kann durch die Ausgabe von höchstens 624,192.99 voll zu liberierenden Namenaktien im Nennwert von je CHF 0.03 um höchstens CHF 20,806,433 durch Ausübung von Optionsrechten erhöht werden, welche Mitarbeitenden der Gesellschaft oder ihrer Tochtergesellschaften, Personen in vergleichbaren Positionen, Beratern, Verwaltungsratsmitgliedern oder anderen Personen, welche Dienstleistungen zu Gunsten der Gesellschaft erbringen, gewährt wurden.











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8


.






The approval of increasing the maximum size of the Board of Directors.





The Board of Directors proposes to increase the maximum size of the Board of Directors to 10 members, and to amend art. 20 of the Articles of Association to reflect the foregoing as follows:












Art. 20 Number of Members, Term of Office



The Board of Directors shall consist of at least 3 and not more than 10 members. The chairman and the members of the Board of Directors are individually elected by the General Meeting for a term of one year until the end of the next Ordinary General Meeting, provided that he/she does not resign or is not replaced during his term.





The members of the Board of Directors may be re-elected without limitation. The maximum age limit of members of the Board shall be 75 years. When a member of the Board of Directors reaches this age limit during his term of office, such term shall automatically extend to the next ordinary shareholders' meeting. The shareholders' meeting may resolve to grant an exception to the age limit.






Art. 20 Anzahl der Mitglieder, Amtsdauer



Der Verwaltungsrat besteht aus mindestens 3 und höchstens 10 Mitgliedern. Der Präsident sowie die Mitglieder des Verwaltungsrates werden jeweils für die Dauer von einem Jahr bis zum Ende der nächsten ordentlichen Generalversammlung einzeln gewählt. Vorbehalten bleiben vorheriger Rücktritt oder Abberufung.





Die Mitglieder des Verwaltungsrates sind jederzeit wieder wählbar. Die oberste Altersgrenze von Mitgliedern des Verwaltungsrats beträgt 75 Jahre. Wenn ein Mitglied des Verwaltungsrats diese Altersgrenze während seiner Amtszeit erreicht, wird diese automatisch zur nächsten ordentlichen Generalversammlung verlängert. Die Generalversammlung kann eine Ausnahme von der Altersgrenze beschliessen.

















9


.






The approval of increasing the maximum number of authorized share capital and extending the date by which the Board of Directors may increase the share capital.





The Board of Directors proposes to increase the authorized share capital to 39,316,975 shares, to extend the date by which the Board of Directors may increase the share capital to June 10, 2023, and to amend art. 3a para 1 of the Articles of Association to reflect the foregoing as follows:












Art. 3a Authorized Share Capital



The Board of Directors is authorized to increase the share capital, in one or several steps until 10 June 2023, by a maximum amount of CHF 1’179’509.25 by issuing a maximum of 39,316,975 registered shares with a par value of CHF 0.03 each, to be fully paid up. An increase of the share capital (i) by means of an offering underwritten by a financial institution, a syndicate or another third party or third parties, followed by an offer to the then-existing shareholders of the Company and (ii) in partial amounts shall also be permissible.






Art. 3a Genehmigtes Kapital



Der Verwaltungsrat ist ermächtigt, jederzeit bis zum 10. Juni 2023, das Aktienkapital im Maximalbetrag von CHF 1’179’509.25 durch Ausgabe von höchstens 39,316,975 vollständig zu liberierende Namenaktien mit einem Nennwert von je CHF 0.03 zu erhöhen. Eine Erhöhung des Aktienkapitals (i) durch die Zeichnung von Aktien aufgrund eines von einem Finanzinstitut, eines Verbandes, einer anderen Drittpartei oder Drittparteien unter-zeichneten Angebots, gefolgt von einem An-gebot gegenüber den zu diesem Zeitpunkt bestehenden Aktionären der Gesellschaft sowie (ii) in Teilbeträgen ist zulässig.



















1


0


.






The re-election of the independent voting rights representative.





The Board of Directors proposes the re-election of lic. iur. Marius Meier, Attorney at Law, Lautengartenstrasse 7, CH-4052 Basel, as the independent voting rights representative until the closing of the 2022 annual general meeting of shareholders.









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1


1


.













The


re-


election of the auditors.







The Board of Directors proposes to re-elect Ernst & Young AG as the Company’s statutory auditor for the term of office of one year and the re-election of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021.















1


2


.






The transaction of any other business that may properly come before the 2021 Annual General Meeting or any adjournment or postponement thereof.







In light of the global spread of the SARS-CoV-2 virus (coronavirus) and the COVID-19 pandemic and the uncertainty whether our chairman or any member of the Board of Directors will be able to personally attend the 2021 Annual General Meeting, the Board of Directors may make an ad hoc proposal for the election of an ad hoc chairperson of the 2021 Annual General Meeting if neither our chairman nor any other member of the Board of Directors is able to preside at the 2021 Annual General Meeting.

Please read the “Important Notice Regarding COVID-19 (Coronavirus) in Switzerland” below.





The foregoing items of business are more fully described in the attached proxy statement, which forms a part of this notice and is incorporated herein by reference. Shareholders of record at the close of business on April 16, 2021 will be entitled to notice of and to vote at the 2021 Annual General Meeting or any adjournment or postponement thereof.



We have elected to provide access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. We believe that providing our proxy materials over the Internet expedites shareholders’ receipt of proxy materials, lowers costs and reduces the environmental impact of our annual general meeting.





Due to the current spread of the SARS-CoV-2 virus (coronavirus) and the COVID-19 pandemic in Switzerland and globally, and in accordance with the Swiss Federal Act on the Statutory Principles for Federal Council Ordinances on Combating the COVID-19 Epidemic of 25 September 2020, and the Ordinance 3 on Measures to Combat the Coronavirus (COVID-19), enacted by the Swiss Federal Council on June 19, 2020, in each case as amended from time to time (the COVID-19 Regime), the Board of Directors has decided that shareholders can exercise their rights at the 2021 Annual General Meeting through the independent voting rights representative, as in-person attendance of shareholders at the 2021 Annual General Meeting will not be possible. Under current Swiss statutory corporate law, virtual meetings are not permitted, and under the COVID-19 Regime, voting is permitted only by ballot or electronic means or through the independent voting rights representative.

Please read the “Important Notice Regarding COVID-19 (Coronavirus) in Switzerland” on page 6 of this Notice of Invitation to 2021 Annual General Meeting of Shareholders.

We encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. Please review the instructions on each of your voting options described in the proxy statement.





Thank you for your ongoing support and continued interest in CRISPR Therapeutics AG.






























By Order of the Board of Directors,











Rodger Novak, M.D.



Chairman of the Board of Directors





Zug, Switzerland



April   , 2021











Table of Contents












Important Notice Regarding Internet Availability of Proxy Materials:

This proxy statement and our 2021 annual report to shareholders, or the Annual Report, which includes our Annual Report on Form 10-K for the year ended December 31, 2020, are available at


www.proxydocs.com/CRSP


. These documents are also available to any shareholder who wishes to receive a paper copy by calling (866) 648-8133, by emailing paper@investorelections.com or by submitting a request over the Internet at


www.investorelections.com/CRSP


.













Important Notice Regarding COVID-19 (Coronavirus) in Switzerland:

In light of the global spread of the SARS-CoV-2 virus (coronavirus) and the COVID-19 pandemic, to protect the health of our shareholders and employees, and in accordance with the Swiss Federal Act on the Statutory Principles for Federal Council Ordinances on Combating the COVID-19 Epidemic of 25 September 2020, as amended from time to time, and the Ordinance 3 on Measures to Combat the Coronavirus (COVID-19), enacted by the Swiss Federal Council on June 19, 2020, as amended from time to time (also referred to as the COVID-19 Regime), the Board of Directors has decided that shareholders can again exercise their rights at the 2021 Annual General Meeting exclusively through the independent voting rights representative, as in-person attendance at the 2021 Annual General Meeting will not be possible. We do not expect the members of the Board of Directors (other than the Chairman) and the management to be present at the 2021 Annual General Meeting, and questions, requests for information, proposals for motions, ad hoc proposals (including the election of an ad hoc chairperson for the 2021 Annual General Meeting if neither our chairman nor any other member of the Board of Directors is able to preside at the 2021 Annual General Meeting) and statements made for the record by shareholders may only be submitted in writing or electronically in advance to the 2021 Annual General Meeting. Shareholders are advised that, depending on the spread of the SARS-CoV-2 virus (coronavirus) and the COVID-19 pandemic over the course of the next weeks, changes to the applicable laws, rules, regulations and restrictions imposed by applicable Swiss and other governmental authorities, including the COVID-19 Regime, may be made with little or no advance notice and affect the 2021 Annual General Meeting.















Table of Contents










TABLE OF CONTENTS










































































































































































































INFORMATION CONCERNING SOLICITATION AND VOTING







1






IMPORTANT INFORMATION ABOUT THE ANNUAL GENERAL MEETING AND VOTING







2






BOARD OF DIRECTORS AND CORPORATE GOVERNANCE







6






Election of Directors







6






Corporate Governance Matters







9






Code of Business Conduct and Ethics







9






Board Leadership Structure and Risk Oversight







9






Board Determination of Independence







10






Board of Director Meetings and Attendance







11






Communicating with the Independent Directors







11






Committees of the Board of Directors







11






Director Nomination Process







14






Compensation Committee Interlocks and Insider Participation







15






Policies and Procedures for Related Person Transactions







15






Related Person Transactions







15






EXECUTIVE OFFICERS







17






EXECUTIVE COMPENSATION







18






Compensation Discussion and Analysis







18






Executive Summary







18






Overview of Executive Compensation Program







18






Say on Pay







19






Governance of Executive Compensation Program







20






Primary Elements of Executive Compensation Program







23






Other Employee Benefits







29






Other Compensation Policies and Practices







30






NEO Compensation Tables







32






Summary Compensation Table







32






Grants of Plan-Based Awards for Fiscal Year 2020







34






Outstanding Equity Awards at Fiscal Year-End







35






Option Exercises and Stock Vested in Fiscal Year 2020







36






Potential Payments on Termination or Change in Control







37






Employment Arrangements with our NEOs







38






COMPENSATION COMMITTEE REPORT







42






CEO PAY RATIO DISCLOSURE







43






Pay Ratio Disclosure







43






Pay Ratio Methodology







43






DIRECTOR COMPENSATION







44






Director Compensation Table







45






SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS







46






REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS







47






MATTERS TO BE VOTED ON







48






Proposal 1: Approval of the Annual Report, the Consolidated Financial Statements and the Statutory Financial Statements of CRISPR Therapeutics AG







48






Proposal 2: Approval of the Appropriation of Financial Results







49






Proposal 3: Discharge of the Members of the Board of Directors and Executive Committee







50






Proposal 4: Election of Eight Directors







51






Proposal 5: Election of Members of the Compensation Committee







53






Proposal 6: Approval of the Compensation for the Board of Directors and the Members of the Executive Committee







54






Proposal 7: Increase of the Conditional Share Capital for Employee Equity Plans







56











Table of Contents























































Proposal 8: Approval of Increasing the Maximum size of the Board of Directors







58






Proposal 9: Approval of Increasing the Maximum Number of Authorized Share Capital and Extending the Date by which the Board of Directors may Increase Authorized Share Capital







60






Proposal 10: Re-Election of Independent Voting Rights Representative







62






Proposal 11: Re-election of Ernst & Young AG as our statutory auditor for the term office of one year and the election of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020







63






TRANSACTION OF OTHER BUSINESS







65






STOCK OWNERSHIP AND REPORTING







66






Security Ownership of Certain Beneficial Owners and Management







66






Restrictions on Voting Rights







68






OTHER MATTERS







70






Shareholder Proposals and Directors Nominations







70






Householding of Annual General Meeting Materials







70













Table of Contents










CRISPR THERAPEUTICS AG



Baarerstrasse 14



6300 Zug



Switzerland



+41 (0)41 561 32 77





PROXY STATEMENT





2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS



To Be Held on June 10, 2021









INFORMATION CONCERNING SOLICITATION AND VOTING



This proxy statement and the enclosed proxy card are being furnished in connection with the solicitation of proxies by the board of directors, or the Board of Directors, of CRISPR Therapeutics AG, or the Company, for use at the 2021 annual general meeting of shareholders, or the 2021 Annual General Meeting, to be held on June 10, 2021 at 8:00 a.m. Central European Summer Time (2:00 a.m. Eastern Daylight Time) at the offices of Walder Wyss Ltd., Seefeldstrasse 123, 8008 Zurich, Switzerland, and at any adjournment thereof.

Please read the “Important Notice Regarding COVID-19 (Coronavirus) in Switzerland” on page 6 of the Notice of Invitation to 2021 Annual General Meeting of Shareholders

.



Unless otherwise stated, all references to “us,” “our,” “CRISPR,” “CRISPR Therapeutics,” “we,” the “Company” and similar designations refer to CRISPR Therapeutics AG and its consolidated subsidiaries. References to our website are inactive textual references only, and the contents of our website are not incorporated by reference into this proxy statement.



This proxy statement summarizes information about the proposals to be considered at the meeting and other information you may find useful in determining how to vote. The proxy card is the means by which you actually authorize another person to vote your shares in accordance with your instructions. We are making this proxy statement, the related proxy card and our annual report to shareholders for the year ended December 31, 2020, or the Annual Report, available to shareholders for the first time on or about April      , 2021.



A copy of our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the United States Securities and Exchange Commission, or the SEC, except for exhibits, will be furnished without charge to any shareholder upon written or oral request to CRISPR Therapeutics, Inc., 610 Main Street, Cambridge, Massachusetts 02139, on the internet at

www.proxydocs.com/CRSP

, by calling (866) 648-8133, by emailing paper@investorelections.com or by submitting a request over the Internet at www.investorelections.com/CRSP. This proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2020 are also available on the SEC’s website at

www.sec.gov

.





-1-







Table of Contents










IMPORTANT INFORMATION ABOUT THE ANNUAL GENERAL MEETING AND VOTING











Q.






Why did I receive these proxy materials?













A.




Our Board of Directors has made these materials available to you on the Internet in connection with the solicitation of proxies for use at our 2021 Annual General Meeting to be held on June 10, 2021 at 8:00 a.m. Central European Summer Time (2:00 a.m. Eastern Daylight Time) at the offices of Walder Wyss Ltd., Seefeldstrasse 123, 8008 Zurich, Switzerland. As a holder of common shares, you are invited to the 2021 Annual General Meeting and are requested to vote on the items of business described in this proxy statement. Please read the “

Important Notice Regarding the Spread of the COVID-19 (Coronavirus) in Switzerland

” on page 6 of this Notice of Invitation to 2021 Annual General Meeting of Shareholders. This proxy statement includes information that is designed to assist you in voting your shares and that we are required to provide to you under SEC rules and applicable Swiss laws.













Q.






Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?













A.




In accordance with the SEC rules, we may furnish proxy materials, including this proxy statement and our Annual Report, to our shareholders by providing access to such documents on the Internet instead of mailing printed copies. If you would like to receive a paper copy of our proxy materials, you should follow the instructions for requesting such materials in the notice.













Q.






What is the purpose of the 2021 Annual General Meeting?













A.




At the 2021 Annual General Meeting, shareholders will consider and vote on the following matters:

















1.




The approval of the Annual Report, the consolidated financial statements and the statutory financial statements of the Company for the year ended December 31, 2020 (Proposal 1);

















2.




The approval of the appropriation of financial results (Proposal 2);

















3.




The discharge of the members of the Board of Directors and the Executive Committee (Proposal 3);

















4.




The election and re-election of nine directors to our Board of Directors, including the chairman of the Board of Directors, each for a term extending until the completion of the 2022 annual general meeting of shareholders (Proposals 4.a-4.i);

















5.




The re-election of the members of the Compensation Committee of the Board of Directors (Proposals 5.a-5.c);

















6.




The approval of the compensation for the Board of Directors and the members of the Executive Committee (Proposals 6.a-6.e);

















7.




The approval of an increase in the Conditional Share Capital for Employee Equity Plans (Proposal 7);

















8


.




The approval of increasing the maximum size of the Board of Directors (Proposal 8);

















9


.




The approval of increasing the maximum number of authorized share capital and extending the date by which the Board of Directors may increase the share capital (Proposal 9);

















1


0


.




The re-election of the independent voting rights representative (Proposal 10);

















1


1


.




The re-election of Ernst & Young AG as our statutory auditor for the term of office of one year and the re-election of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2021 (Proposal 11); and





-2-







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1


2


.











The transaction of any other business that may properly come before the 20


2


1


Annual General Meeting or any adjournment or postponement thereof.













Q.






Who can vote at the 2021 Annual General Meeting?













A.




To be entitled to vote, you must have been a shareholder of record at the close of business on April 16, 2021, the record date for our 2021 Annual General Meeting. As of the record date, there were            common shares outstanding and entitled to vote at the 2021 Annual General Meeting. Members of our Board of Directors and our Executive Committee are not allowed to vote on the proposal to discharge the members of the Board of Directors and the Executive Committee from personal liability for the business year ended December 31, 2020.













Q.






How many votes do I have?













A.




Each common share that you own as of the record date will entitle you to one vote on each matter considered at the 2021 Annual General Meeting. There is no cumulative voting in the election of directors.













Q.






How do I vote?













A.





If you are the “record holder” of your shares,

meaning that your shares are registered in your name in the records of our transfer agent, American Stock Transfer & Trust Company, LLC, and not through a bank, brokerage firm or other nominee, you may vote your shares at the meeting by proxy as follows:

















1.





Over the Internet:

To vote over the Internet, please go to the following website:

www.proxypush.com/crsp,

and follow the instructions on that website for submitting your proxy electronically. If you vote over the Internet, you do not need to complete and mail your proxy card or vote your proxy by telephone. You must specify how you want your shares voted, or your Internet vote cannot be completed and you will receive an error message. You must submit your Internet proxy before 11:59 p.m., Central European Summer Time (5:59 p.m. Eastern Daylight Time), on June 9, 2021, the day before the 2021 Annual General Meeting, for your proxy to be valid and your vote to count.

















2.





By Telephone:

To vote by telephone, please call 866-286-3217, and follow the instructions provided on the proxy card. If you vote by telephone, you do not need to complete and mail your proxy card or vote your proxy over the Internet. You must specify how you want your shares voted and confirm your vote at the end of the call, or your telephone vote cannot be completed. You must submit your telephonic proxy before 11:59 p.m., Central European Summer Time (5:59 p.m. Eastern Daylight Time), on June 9, 2021, the day before the 2021 Annual General Meeting, for your proxy to be valid and your vote to count.

















3.





By Mail:

To vote by mail, you must mark, sign and date the proxy card and then mail the proxy card in accordance with the instructions on the proxy card. If you vote by mail, you do not need to vote over the Internet or by telephone. Broadridge Financial Solutions, Inc. must receive the proxy card not later than June 9, 2021, the day before the 2021 Annual General Meeting, for your proxy to be valid and your vote to count. If you return your proxy card but do not specify how you want your shares voted on any particular matter, they will be voted in accordance with the recommendations of our Board of Directors.





No In Person Attendance at the 2021 Annual General Meeting:

Due to the current spread of the SARS-CoV-2 virus (coronavirus) and the COVID-19 pandemic in Switzerland and globally, in-person attendance of shareholders at the 2021 Annual General Meeting will not be possible. Please read the “

Important Notice Regarding COVID-19 (Coronavirus) in Switzerland

” on page 6 of this Notice of Invitation to 2021 Annual General Meeting of Shareholders.



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If your shares are held in “street name,”


meaning they are held for your account by an intermediary, such as a broker, then you are deemed to be the beneficial owner of your shares, and the broker that actually holds the shares for you is the record holder and is required to vote the shares it holds on your behalf according to your instructions. The proxy materials, as well as voting and revocation instructions, should have been forwarded to you by the broker that holds your shares. In order to vote your shares, you will need to follow the instructions that your broker provides you. Many brokers solicit voting instructions over the Internet or by telephone.



If you do not give instructions to your broker, your broker will still be able to vote your shares with respect to certain “routine” items. The following proposals are considered routine items:















-




Proposal No. 1 (approval of the annual report, the consolidated financial statements and statutory financial statements for the year ended December 31, 2020);

















-




Proposal No. 10 (re-election of the independent voting rights representative); and

















-




Proposal No. 11 (election of Ernst & Young AG as our statutory auditor and election of Ernst & Young LLP as our independent registered public accounting firm).





Accordingly, your broker may vote your shares in its discretion with respect to these proposals even if you do not give voting instructions.



Although brokers have discretionary authority to vote shares on “routine” matters, they do not have authority to vote shares on “non-routine” matters under applicable stock exchange rules. We believe that the following proposals to be voted on at the 2021 Annual General Meeting will be considered to be “non-routine” under the applicable stock exchange rules and, if you do not give your broker voting instructions on such proposals, your broker may not vote your shares with respect to these matters and your shares will be counted as “broker non-votes” with respect to the proposal. A “broker non-vote” occurs when shares held by a broker are not voted with respect to a particular proposal because the broker does not have or did not exercise discretionary authority to vote on the matter and has not received voting instructions from its clients. As a result, a broker non-vote is neither a

vote cast nor a vote represented, respectively.















-




Proposal No. 2 (approval of the appropriation of financial results);

















-




Proposal No. 3 (discharge of the members of the Board of Directors and Executive Committee);

















-




Proposal Nos. 4.a-4.i (election and re-election of nine directors and the chairman to our Board of Directors);

















-




Proposal Nos. 5.a-5.c (re-election of the members of the Compensation Committee);

















-




Proposal Nos. 6.a-6.e (compensation for the Board of Directors and the members of the Executive Committee);

















-




Proposal No. 7 (approval of an increase in the conditional capital for employee equity plans);

















-




Proposal No. 8 (approval of increasing the maximum size of the Board of Directors);

















-




Proposal No. 9 (approval of increasing the maximum number of authorized share capital and extending the date by which the Board of Directors may increase the share capital);













Q.






Can I change my vote?













A.





If your shares are registered directly in your name,

you may revoke your proxy and change your vote at any time before the vote is taken at the 2021 Annual General Meeting. To do so, you must do one of the following:

















1.




Vote over the Internet or by telephone as instructed above. Only your latest Internet or telephone vote is counted.

















2.




Sign and return a new proxy card. Only your latest dated and timely received proxy card will be counted.





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3


.















Give our corporate secretary written notice before or at the 20


2


1


Annual General Meeting that you want to revoke your proxy.





If your shares are held in “street name,”

you may submit new voting instructions by contacting your broker or other nominee.











Q.






How many shares must be represented to have a quorum and hold the 2021 Annual General Meeting?













A.




There is no quorum requirement for the meeting. Under Swiss law, public companies do not have specific quorum requirements for shareholder meetings, and our Articles of Association do not otherwise provide for a quorum requirement.













Q.






What vote is required to approve each matter and how are votes counted?













A.




Each proposal, except proposals 7, 8 and 9, requires the affirmative vote of a majority of the share votes cast at the 2021 Annual General Meeting, excluding unmarked, invalid and non-exercisable votes and abstentions.





Proposals 7, 8 and 9 require the affirmative vote of at least two thirds of the represented share votes at the 2021 Annual General Meeting.











Q.






How does the Board of Directors recommend that I vote on the proposals?













A.




Our Board of Directors recommends that you vote “

FOR

” each of the proposals.













Q.






Are there other matters to be voted on at the 2021 Annual General Meeting?













A.




We do not know of any matters that may come before the 2021 Annual General Meeting other than the proposals set forth in this notice. If any other matters are properly presented at the annual general meeting, the persons named in the accompanying proxy intend to vote, or otherwise act, in accordance with their judgment on the matter.













Q.






Where can I find the voting results?













A.




We plan to announce preliminary voting results at the 2021 Annual General Meeting and will report final voting results in a Current Report on Form 8-K filed with the SEC within four business days following the end of the meeting.













Q.






What are the costs of soliciting these proxies?













A.




We will bear the cost of soliciting proxies. In addition to solicitation by mail, our directors, officers and employees may solicit proxies by telephone, e-mail, facsimile and in person without additional compensation. We may reimburse brokers or persons holding shares in their names, or in the names of their nominees, for their expenses in sending proxies and proxy material to beneficial owners. We have retained Georgeson LLC to assist in the solicitation of proxies for a fee of approximately $22,500 plus customary costs and expenses for these services.













Q.






Whom should I contact if I have any questions?













A.




If you have any questions about the 2021 Annual General Meeting or your ownership of our common shares, please contact Michael Esposito, our Executive Director, Controller. He may be contacted before June 9, 2021 at 610 Main Street, Cambridge, Massachusetts 02139; telephone: +1 617-315-4600. Alternatively, any questions may be directed by e-mail to: secretary@crisprtx.com.







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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE







Election of Directors



Our Board of Directors is comprised of one class, with members holding office for one year terms. There are currently eight directors on our Board of Directors (Rodger Novak, M.D., Samarth Kulkarni, Ph.D., Bradley Bolzon, Ph.D., Ali Behbahani, M.D., Simeon J. George, M.D., John T. Greene, Katherine A. High, M.D. and Douglas A. Treco, Ph.D.), whose terms expire at the 2021 Annual General Meeting, subject to such director’s earlier death, resignation or removal.



Set forth below are the names and certain information for each member and nominee of the Board of Directors, as of March 15, 2021. The information presented includes each director and nominee’s principal occupation and business experience for the past five years, and the names of other public companies of which he or she has served as a director during the past five years. The information presented below regarding the specific experience, qualifications, attributes and skills of each director and nominee led our nominating and corporate governance committee and our Board of Directors to conclude that he or she should serve as a director and be nominated for directorship at the 2021 Annual General Meeting. In addition, we believe that each director and nominee possesses the attributes or characteristics which the nominating and corporate governance committee expects of each director. These attributes and characteristics are further described in “—Corporate Governance Matters—Director Nomination Process.” There are no family relationships among any of our directors or executive officers.



























































































Name








Age








Position(s)




Ali Behbahani, M.D. (1a)(1b)(2a)(2b)







44







Director




Bradley Bolzon, Ph.D. (2a)(2b)







61







Director




H Edward Fleming Jr., M.D.







58







Director nominee




Simeon J. George, M.D. (1a)(1b)(3a)(3b)







44







Director




John T. Greene (1a)(1b)(3a)(3b)







55







Director




Katherine A. High, M.D. (2a)(2b)







69







Director




Samarth Kulkarni, Ph.D.







42







Chief Executive Officer




Rodger Novak, M.D.







53







Chairman and President




Douglas A. Treco, Ph.D. (3a)(3b)







63







Director















(1a)




Current member of the Compensation Committee.













(1b)




Subject to and following the election of directors at the 2021 Annual General Meeting, will be a member of the Compensation Committee.













(2a)




Current member of the Nominating and Corporate Governance Committee.













(2b)




Subject to and following the election of directors at the 2021 Annual General Meeting, will be a member of the Nominating and Corporate Governance Committee.













(3a)




Current member of the Audit Committee.













(3b)




Subject to and following the election of directors at the 2021 Annual General Meeting, will be a member of the Audit Committee.





Nominee for Re-Election as Member and Chairman of the Board of Directors



Rodger Novak, M.D., Co-Founder, Chairman and President:

Dr. Novak co-founded CRISPR Therapeutics AG in November 2013, has served as a director on our Board of Directors since inception, served as our Chief Executive Officer until December 1, 2017 and, since that date, has served as our President and since December 21, 2017 as our Chairman. In addition to his roles with the Company, Dr. Novak also joined SR One Capital Management, LP, or SR One, in November 2020 as a Venture Partner based in Switzerland supporting SR One on new company formation and early-stage investment. Prior to joining our company, Dr. Novak served as Global Head Anti-infectives Research and Development at Sanofi, a pharmaceutical company. Prior to Sanofi, Dr. Novak co-founded Nabriva Therapeutics AG, a biopharmaceutical company, in January 2006, and served as its Chief Operating Officer from inception to May 2012. From March 2003 to January 2006, Dr. Novak served as the Deputy Head of the Antibiotic Research Institute at Sandoz GmbH. Dr. Novak was appointed as Professor for Microbiology at the Vienna Biocenter in March 2001. Dr. Novak received an M.D. from Philipps University of Marburg, Germany. He continued with post-doctoral work in New York City at The Rockefeller University, St. Jude



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Children’s Research Hospital and the Skirball Institute of Biomolecular Medicine at NYU Langone Medical Center.




Dr. Novak has authored numerous publications, including articles in Nature, Nature Medicine and Molecular Cell and is a co-inventor of five patents. We believe Dr. Novak’s experience as our


C


hief


E


xecutive


O


fficer, as well as his experience in the biopharmaceutical industry, qualifies him to serve on our Board of Directors.





Nominee for Election as Member



H Edward Fleming Jr., M.D.:



Dr. Fleming is a Senior Partner at McKinsey and Company, or McKinsey, in the Silicon Valley Office in Redwood City, California. He is the global leader of McKinsey’s R&D practice where he is responsible for its client service and knowledge development on R&D topics. Dr. Fleming earned his B.A. in Chemistry from Harvard University, his M.D. from Vanderbilt University, and completed internal medicine training at Johns Hopkins Hospital and subspecialty training in pulmonary and critical care medicine at the University of California, San Francisco.  Dr. Fleming joined McKinsey in 1997 where he has focused on healthcare, working closely with life sciences, biopharmaceutical, medical device and technology companies of all sizes to improve their performance. Dr. Fleming serves on the Board of Visitors for Vanderbilt’s School of Basic Sciences. W


e believe Dr. Fleming’s experience in the healthcare industry, including working closely with biopharmaceutical companies on strategy, operational performance and R&D innovation, qualifies him to serve on our Board of Directors.



Nominees for Re-Election as Member



Ali Behbahani, M.D., M.B.A., Director:

Dr. Behbahani has served on our Board of Directors since April 2015. Dr. Behbahani joined New Enterprise Associates, Inc., or NEA, in 2007 and is a General Partner on the healthcare team. Dr. Behbahani also has served as a member of the board of directors of Adaptimmune Therapeutics plc, a biopharmaceutical company, since September 2014, Nkarta, Inc., a biopharmaceutical company, since August 2015 and as chairman since August 2019, Oyster Point Pharma, Inc., a biopharmaceutical company, since July 2017 and as chairman since October 2020, Genocea Biosciences, Inc., a biopharmaceutical company, since February 2018 and Black Diamond Therapeutics, Inc., an oncology company, since December 2018. Dr. Behbahani previously served as a member of the board of directors of Nevro Corp., a medical device company, from August 2014 to March 2019. Prior to joining NEA, Dr. Behbahani served as a consultant in business development at The Medicines Company, a pharmaceutical company. In addition, Dr. Behbahani formerly served as a Venture Associate at Morgan Stanley and as a Healthcare Investment Banking Analyst at Lehman Brothers. Dr. Behbahani received an M.D. from the University of Pennsylvania School of Medicine, an M.B.A. from the Wharton School of the University of Pennsylvania and a B.S. in Biomedical Engineering, Electrical Engineering and Chemistry from Duke University. We believe Dr. Behbahani’s experience in the biopharmaceutical industry, as well as his experience as a member on the boards of directors of multiple companies in the industry, qualifies him to serve on our Board of Directors.



Bradley Bolzon, Ph.D., Director:

Dr. Bolzon has served on our Board of Directors since April 2014. Dr. Bolzon is Chairman and Managing Director of Versant Venture Management, LLC, where he has been employed since May 2004. Dr. Bolzon also has served as a member of the board of directors of Black Diamond Therapeutics, Inc., an oncology company, since December 2017. Dr. Bolzon previously served as a member of the board of directors of Flexion Therapeutics, Inc., a pharmaceutical company, from its inception in 2007 to June 2014. From February 2000 to May 2004, Dr. Bolzon served as Executive Vice President, Global Head of Business Development, Licensing & Alliances of F. Hoffman-La Roche Ltd., a pharmaceutical company. Dr. Bolzon also formerly served as Head of Cardiovascular Research at Eli Lilly and Company. Dr. Bolzon received a Ph.D. in Pharmacology and an M.S. in Pharmacology from the University of Toronto. He continued with post-doctoral work at the University of Ottawa Heart Institute. We believe Dr. Bolzon’s experience in the biopharmaceutical industry qualifies him to serve on our Board of Directors.



Simeon J. George, M.D., Director:

Dr. George has served on our Board of Directors since April 2015. Dr. George is the Chief Executive Officer of SR One Capital Management, LP, a trans-Atlantic biotech venture capital firm, where he has been employed since September 2020. SR One Capital Management, LP spun out of GlaxoSmithKline plc in November 2020. Previously, Dr. George was the Chief Executive Officer and President of S.R. One, Limited, previously an indirect, wholly-owned subsidiary of GlaxoSmithKline plc, where he had been employed since 2007. Dr. George also has served as a director of Nkarta Therapeutics, Inc. since February 2020 (and previously from July 2015 to September 2017), Turning Point Therapeutics, Inc. since May 2017, and Design Therapeutics, Inc. since February 2020. In addition, Dr. George previously served as a director on the boards of the



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following biotechnology companies:


Principia Biopharma Inc. from February 2011 to September 2020,


Progyny, Inc. from May 2012 to October 2019


,


HTG Molecular Diagnostics, Inc. from June 2011 to October 2015 and Genocea Biosciences, Inc. from


April


2010 to December 2014. Dr. George also served as a consultant at Bain & Company from October 2006 to August 2007. Dr. George received an M.D. from the University of Pennsylvania School of Medicine, an M.B.A. from the Wharton School of the University of Pennsylvania, and a B.A. in Neuroscience from Johns Hopkins University. We believe Dr. George’s experience in the biopharmaceutical industry, as well as his experience as a member on the boards of directors of multiple companies in the industry, qualifies him to serve on our Board of Directors.





John T. Greene, Director:

Mr. Greene has served on our Board of Directors since June 2019. Since September 2019, Mr. Greene has served as Executive Vice President and Chief Financial Officer of Discover Financial Services. From November 2016 to April 2018, Mr. Greene served as Executive Vice President, Chief Financial Officer and Treasurer of Bioverativ, Inc., a global biopharmaceutical company. Prior to joining Bioverativ, Mr. Greene was the Chief Financial Officer of Willis Group Holdings,


risk advisory, insurance and reinsurance brokerage company,


from June 2014 until January 2016. Before joining Willis Group, Mr. Greene held senior executive roles at HSBC, the global financial services company, for eight years, including Chief Financial Officer for Retail Bank and Wealth Management business. Prior to HSBC, Mr. Greene worked for 12 years in various roles at General Electric Company. Mr. Greene has an undergraduate degree from the State University of New York, and an M.B.A. from Northwestern University’s Kellogg School of Management. We believe Mr. Greene’s experience in the biotechnology industry, as well as his experience as an executive at several large companies in other business sectors, qualifies him to serve on our Board of Directors.



Katherine A. High, M.D, Director:

Dr. High has served on our Board of Directors since June 2019. Since January 2021, Dr. High has served as the President, Therapeutics of Asklepios BioPharmaceutical, Inc., or AskBio, a subsidiary of Bayer AG, and as a member of AskBio’s board of directors. Previously, Dr. High co-founded Spark Therapeutics, Inc. and from September 2014 to December 2019, she served as its President and as a member of its board of directors and served as its Head of Research & Development from September 2017 to February 2020. Dr. High also has served as a director of Incyte Corporation since March 2020. From 2004 to 2014, Dr. High was a Professor at the Perelman School of Medicine at the University of Pennsylvania, an Investigator at Howard Hughes Medical Institute and the Director of the Center for Cellular and Molecular Therapeutics at the Children’s Hospital of Philadelphia. She completed a five-year term from 2000 to 2005 on the U.S. Food and Drug Administration Advisory Committee on Cell, Tissue and Gene Therapies and is a past president of the American Society of Gene & Cell Therapy. Dr. High holds an A.B. in chemistry from Harvard University, an M.D. from the University of North Carolina School of Medicine, a business certification from the University of North Carolina Business School Management Institute for Hospital Administrators and an honorary M.A. from The University of Pennsylvania. We believe Dr. High’s experience as an executive and scientific leader in the life sciences industry qualifies her to serve on our Board of Directors.



Samarth Kulkarni, Ph.D., Chief Executive Officer and Director:

Dr. Kulkarni has served as our Chief Executive Officer since December 1, 2017 and a member of our Board of Directors since June 2018. Previous to that, Dr. Kulkarni served as our President and Chief Business Officer from May 2017 to November 30, 2017 and, before that, as our Chief Business Officer from August 2015 when he joined our company. Prior to joining our company, Dr. Kulkarni was at McKinsey & Company from 2006 to July 2015, with various titles, his most recent being Partner within the Pharmaceuticals and Biotechnology practice. Dr. Kulkarni also has served as a member of the board of directors of Repare Therapeutics Inc., an oncology company, since November 2019, as well as Black Diamond Therapeutics, Inc., an oncology company, since December 2019. Dr. Kulkarni received a Ph.D. in Bioengineering and Nanotechnology from the University of Washington and a B. Tech. from the Indian Institute of Technology. Dr. Kulkarni has authored several publications in leading scientific and business journals. We believe Dr. Kulkarni’s experience as our Chief Executive Officer, his previous experience as our President and Chief Business Officer, and his experience in the biopharmaceutical industry, qualifies him to serve on our Board of Directors.



Douglas A. Treco, Ph.D., Director:

Dr. Treco has served on our Board of Directors since June 2020. Dr. Treco co-founded Ra Pharmaceuticals, Inc., a biopharmaceutical company, in 2008, which was acquired by UCB S.A. in April 2020. He served as its president and chief executive officer and a member of its board of directors from its inception in 2008 through July 2020. Dr.Treco also has served as a member of the board of directors of Inozyme Pharma Inc., a biopharmaceutical company, since May 2020 and has been a Scientific Advisor to Lightstone Ventures since November 2020. Dr. Treco was an entrepreneur-in-residence with Morgenthaler Ventures



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between January 2008 and May 2014. In 1988, he co-founded Transkaryotic Therapies Inc., a biopharmaceutical company, which was acquired in 2005 by Shire Pharmaceuticals Group plc. Dr. Treco was a visiting scientist in the Department of Molecular Biology at Massachusetts General Hospital and a lecturer in genetics at Harvard Medical School from 2004 to 2007. Dr.


Treco received his Ph.D. in biochemistry and molecular biology from the State University of New York, Stony Brook, and performed postdoctoral studies at the Salk Institute for Biological Studies and Massachusetts General Hospital. We believe Dr. Treco’s experience as an executive and scientific leader in the life sciences industry, in particular, his unique focus on rare disease, gene targeting, and gene therapy, qualifies him to serve on our Board of Directors.







Corporate Governance Matters



Our Board of Directors believes that good corporate governance is important to ensure that our company is managed for the long-term benefit of shareholders. This section describes key corporate governance guidelines and practices that our Board of Directors has adopted. Complete copies of our Articles of Association, our Organizational Rules, corporate governance guidelines, committee charters for each of our Audit Committee, Compensation Committee and


Nominating and Corporate Governance Committee, and Code of Business Conduct and Ethics are available on the “Investors & Media—Corporate Governance” section of our website, which is located at

www.crisprtx.com

. Alternatively, you can request a copy of any of these documents by writing us at CRISPR Therapeutics, Inc., 610 Main Street, Cambridge, Massachusetts 02139, Attention: Investor Relations.







Code of Business Conduct and Ethics



Our Board of Directors has adopted a Code of Business Conduct and Ethics, or the Code of Conduct, that is applicable to all of our employees, executive officers and directors, which is available on our website

www.crisprtx.com

. The Audit Committee of our Board of Directors is responsible for overseeing the Code of Conduct. Approval of the Audit Committee is required for any waivers of the Code of Conduct for employees, executive officers and directors. Any amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed on our website.











Board Leadership Structure and Risk Oversight



Board Leadership Structure



As a general policy, our Board of Directors believes that separation of the positions of chairman and chief executive officer reinforces the independence of the Board of Directors from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of the Board of Directors as a whole. Accordingly, we currently separate the roles of chief executive officer and chairman of the Board of Directors, with Dr. Kulkarni serving as our chief executive officer and Dr. Novak serving as chairman of the Board of Directors. As chief executive officer, Dr. Kulkarni is responsible for managing our executive leadership team and, together with that team, setting the strategic direction for our company and the day-to-day leadership and performance of our company, while the chairman of the Board of Directors presides over meetings of the Board of Directors, including executive sessions, and performs oversight responsibilities. Our Board of Directors has three standing committees that currently consist of, and are chaired by, independent directors. Our Board of Directors delegates substantial responsibilities to the committees, which then report their activities and actions back to the full Board of Directors. We believe that the independent committees of our Board of Directors and their chairpersons promote effective independent governance. We believe this structure represents an appropriate allocation of roles and responsibilities for our company at this time because it strikes an effective balance between management and independent leadership participation in our Board of Directors proceedings.



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Risk Oversight



Our Board of Directors oversees the management of risks inherent in the operation of our business and the implementation of our business strategies. Our Board of Directors performs this oversight role by using several different levels of review. In connection with its reviews of the operations and corporate functions of our company, our Board of Directors addresses the primary risks associated with those operations and corporate functions. In addition, our Board of Directors reviews the risks associated with our company’s business strategies periodically throughout the year as part of its consideration of undertaking any such business strategies.



Each committee of our Board of Directors also oversees the management of our company’s risk that falls within the committee’s areas of responsibility. In performing this function, each committee has full access to management, as well as the ability to engage advisors. Our chief executive officer reports to the Audit Committee and Board of Directors and is responsible for identifying, evaluating and implementing risk management controls and methodologies to address any identified risks. In connection with its risk management role, our Audit Committee meets privately with representatives from our independent registered public accounting firm and our chief executive officer. The Audit Committee oversees the operation of our risk management program, including the identification of the primary risks associated with our business and periodic updates to such risks, and reports to our Board of Directors regarding these activities.







Board Determination of Independence



Rule 5605 of the Nasdaq Listing Rules requires a majority of a listed company’s board of directors to be comprised of independent directors within one year of listing. In addition, the Nasdaq Listing Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act, and compensation committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. Under Rule 5605(a)(2) of the Nasdaq Listing Rules, a director will only qualify as an “independent director” if, in the opinion of our 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 audit committee, the Board of Directors, or any other committee of the Board of Directors, accept, directly or indirectly, any consulting, advisory, 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 order to be considered independent for purposes of Rule 10C-1, the Board of Directors must consider, for each member of a compensation committee of a listed company, all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (1) the source of compensation of the director, including any consulting advisory or other compensatory fee paid by such company to the director; and (2) whether the director is affiliated with the company or any of its subsidiaries or affiliates.



Our Board of Directors has undertaken a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board of Directors has determined that the following members of the Board of Directors, Ali Behbahani, M.D., Bradley Bolzon, Ph.D., Simeon J. George, M.D., John T. Greene, Katherine A. High, M.D., and Douglas A. Treco, Ph.D., as well as the nominee to be elected to the Board of Directors at the 2021 Annual General Meeting, H Edward Fleming Jr., M.D., do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these non-employee directors is “independent” as that term is defined under the applicable rules and regulations of the SEC, and the listing requirements and rules of the Nasdaq Listing Rules. In making this determination, our Board of Directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our common shares by each non-employee director.



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Board of Director Mee


tings and Attendance





Our Board of Directors held six formal meetings during 2020. During 2020, each of the directors then in office attended at least 75% of the aggregate of the number of Board of Directors meetings and the number of meetings held by all committees of the Board of Directors on which such director then served.



Although we do not have a formal policy regarding attendance by members of our Board of Directors at our annual general meeting, we encourage all of our directors to attend. Due to the spread of the SARS-CoV-2 virus (coronavirus) and the COVID-19 pandemic in Switzerland and globally, in-person attendance at our 2020 annual general meeting was not possible. As a result, our Chairman of the Board of Directors, Rodger Novak, was the only member of the Board of Directors who attended our 2020 annual general meeting of shareholders.







Communicating with the Independent Directors



Our Board of Directors will give appropriate attention to written communications that are submitted by shareholders, and will respond if and as appropriate. The chairman of the Board of Directors is primarily responsible for monitoring communications from shareholders and for providing copies or summaries to the other directors as he considers appropriate.



Shareholders who wish to send communications on any topic to our Board of Directors should address such communications to CRISPR Therapeutics AG, Baarerstrasse 14, 6300 Zug, Switzerland, Attn: General Counsel and Secretary, telephone +41 (0)41 561 32 77 and CRISPR Therapeutics, Inc., 610 Main Street, Cambridge, Massachusetts 02139, Attn: General Counsel and Secretary, telephone: +1 617 315-4600.







Committees of the Board of Directors



We have established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Each of these committees operates under a charter that has been approved by our Board of Directors. A copy of each committee’s charter can be found under the “Investors & Media—Corporate Governance” section of our website, which is located at

www.crisprtx.com

.



Audit Committee



Our Audit Committee currently consists of Simeon J. George, M.D, John T. Greene and Douglas A. Treco, Ph.D, and subject to and following the election of directors at the 2021 Annual General Meeting, each will continue serving as a member of our Audit Committee Our Board of Directors has determined that each member of our Audit Committee is independent under the Nasdaq listing standards and Rule 10A-3(b)(1) of the Exchange Act. The chair of our Audit Committee is Mr. Greene, and if Mr. Greene is re-elected to the Board of Directors at the 2021 Annual General Meeting, Mr. Greene will continue serving as the chair of our Audit Committee. Our Board of Directors has determined that Mr. Greene is an “Audit Committee financial expert” within the meaning of SEC regulations. Our Board of Directors has also determined that each member of our Audit Committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, the Board of Directors has examined each Audit Committee member’s scope of experience and the nature of their employment in the corporate finance sector. The Audit Committee held four formal meetings during 2020.



The Audit Committee has the responsibility to, among other things:



























review and assess the qualifications, independence, performance and effectiveness of the independent auditor;





























review the scope of the prospective audit by the independent auditor, the estimated fees, and any other matters pertaining to the audit;





























approve any audit and non-audit services proposed to be provided by the independent auditor to ensure independent auditor independence;





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review and assess the independent auditor’s report, management letters and take notice of all comments of the independent auditor on accounting procedures and systems of control, and review the independent auditor’s reports with management;





























be responsible for the resolution of disagreements between the management and the independent auditor;





























review and evaluate the lead audit partner of the independent audit team and confirm and evaluate their rotation;





























review, discuss with the chief financial officer and the independent auditor and recommend that our Board of Directors approve (i) the quarterly financial statements, (ii) reports and releases intended for publication and (iii) any other financial statements intended for publication to consider significant financial reporting issues and judgments made in connection with the preparation of our financial statements, including any significant changes in our selection or application of accounting principles;





























review with the management and the independent auditor in separate meetings any analysis or other written communication prepared by the management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including critical accounting policies, the effect of regulatory and accounting initiatives, as well as off-balance sheet transactions and structures on our financial statements;





























review and recommend that our Board of Directors approve our quarterly financial statements for the first three quarters of each calendar year and the corresponding financial results releases;





























review in cooperation with the independent auditor and the management whether the accounting principles applied are appropriate in view of our size and complexity;





























periodically review our policies and procedures for risk management and assess the effectiveness thereof including discussing with management our major financial risk exposures and the steps that have been taken to monitor and control such exposures;





























discuss with management and external advisors any legal matters that may have a material impact on our financial statements and any material reports or inquiries from regulatory or governmental agencies which could materially impact our contingent liabilities and risks;





























review our disclosure controls and procedures and internal control over financial reporting including significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting; recommend, based upon its review and discussions with management and the independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 10-K;





























prepare the Audit Committee report required by the rules of the SEC to be included in our annual proxy statement;





























establish procedures for the receipt, retention and treatment of complaints received regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters;





























approve any related person transaction in accordance with our related person transaction policy and inform the Board of Directors about the decision of the Audit Committee; and





























approve any activities in connection with legal actions, litigations or other official proceedings and inform the Board of Directors about any ongoing activities related to legal actions.





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Table of Contents







Compensation Committee



Our

Compensation

Committee currently consists of Ali Behbahani, M.D., Simeon J. George, M.D. and John T. Greene and, subject to and following the election of directors at the 2021 Annual General Meeting, each will continue serving as a member of our Compensation Committee. Our Board of Directors has determined that each member of our Compensation Committee is independent under the Nasdaq listing standards, is an outside director within the definition of Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended, or the Code, and is a “non-employee director” for purposes of Rule 16b-3 promulgated by the SEC, and Rule 10C-1(b)(1) of the Exchange Act. The chair of our Compensation Committee is Dr. George, and if Dr. George is re-elected to the Board of Directors at the 2021 Annual General Meeting, Dr. George will continue serving as the chair of our Compensation Committee. The Compensation Committee held four formal meetings during 2020.



Our Compensation Committee has the responsibility to, among other things:



























review and recommend that our Board of Directors approve the compensation of our executive officers;





























review and recommend to our Board of Directors the compensation of our directors;





























review and recommend that our Board of Directors approve the terms of compensatory arrangements with our executive officers;





























review management succession plans;





























administer our share and equity incentive plans;





























select independent compensation consultants and assess whether there are any conflicts of interest with any of the committee’s compensation advisers;





























review and approve, or recommend that our Board of Directors approve, incentive compensation and equity plans, and any other compensatory arrangements for our executive officers and other senior management, as appropriate;





























review and establish general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy; reviewing and discussing with management the compensation discussion and analysis to be included in our annual proxy statement or Annual Report on Form 10-K;





























annually review corporate goals and objectives relevant to the compensation of our chief executive officer and our other executive officers;





























evaluate the performance of our chief executive officer and our other executive officers in light of such corporate goals and objectives and make recommendations to the Board of Directors for approval of the compensation of our chief executive officer and our other executive officers based on such evaluation;





























review and approve the compensation of all members of our senior management (other than the executive officers), including with respect to any incentive-compensation plans and equity-based plans;





























review and establish our overall management compensation, philosophy and policy;





























oversee and administer our compensation and similar plans; and





























review and make such recommendations to the Board of Directors as deemed advisable with regard to our policies and procedures for the grant of equity-based awards.





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Table of Contents







Nominating and Corporate Governance Committee



Our Nominating and Corporate Governance Committee, or the Nominating Committee, currently consists of Ali Behbahani, M.D., Bradley Bolzon, Ph.D. and Katherine A. High, M.D, and, subject to and following the election of directors at the 2021 Annual General Meeting, each will continue serving as a member of our Nominating Committee. Our Board of Directors has determined that each member of the Nominating Committee is independent under the Nasdaq listing standards. The current chair of our Nominating Committee is Dr. Behbahani, and if Dr. Behbahani is re-elected to the Board of Directors at the 2021 Annual General Meeting, Dr. Behbahani will continue serving as the chair of our Nominating Committee. The Nominating Committee held one formal meeting during 2020.



The Nominating Committee has the responsibility to, among other things:



























identify, evaluate and select, or recommend that our Board of Directors approve, nominees for election to our Board of Directors;































evaluate the performance of our Board of Directors and of individual directors;





























consider and make recommendations to our Board of Directors regarding the composition of the committees of the Board of Directors;





























review developments in corporate governance practices evaluate the adequacy of our corporate governance practices and reporting;





























develop and make recommendations to our Board of Directors regarding corporate governance practices, guidelines and matters; and





























oversee an annual evaluation of the Board of Directors’ performance.









Director Nomination Process



The process followed by our Nominating Committee to identify and evaluate director candidates includes requests to board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the Nominating Committee and our Board of Directors.



Criteria and Diversity



In considering whether to recommend to our Board of Directors any particular candidate for inclusion in our Board of Directors’ slate of recommended director nominees, including candidates recommended by shareholders, the Nominating Committee applies the criteria set forth in our corporate governance guidelines. These criteria include the candidate’s experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing, accomplishments in the candidate’s respective field, the candidate’s reputation for high ethical and moral standards, the candidate’s time and ability to devote to the affairs of the company, and to the extent applicable, the candidates history of actively contributing to any boards of directors on which the candidate has previously served.



The director biographies set forth in this proxy statement indicate each nominee’s experience, qualifications, attributes and skills that led our Nominating Committee and our Board of Directors to conclude he or she should continue to serve as a director. Our Nominating Committee and our Board of Directors believe that each of the nominees has the individual attributes and characteristics required of each of our directors, and the nominees as a group possess the skill sets and specific experience desired of our Board of Directors as a whole.



We do not have a policy (formal or informal) with respect to diversity, but we believe that our board, taken as a whole, should em


The above information was disclosed in a filing to the SEC. To see the filing, click here.

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Other recent filings from the company include the following:

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