📜 What This Document Is 🗳️

This is a Definitive Proxy Statement (DEF 14A). Think of it as an official instruction manual that CRISPR Therapeutics AG (CRSP) is providing to its shareholders before an Annual General Meeting (AGM). 🧐

The purpose is to inform you about the matters the company's Board of Directors wants you to vote on, and to get your official consent on corporate matters, including electing board members and approving future spending.

👉 The Key Date: The 2026 Annual General Meeting will be held on June 4, 2026, at 8:00 a.m. Central European Summer Time (2:00 a.m. Eastern Daylight Time) in Zurich, Switzerland. Shareholders must be "of record" by the close of business on April 20, 2026, to vote.

🧬 Who Is CRISPR Therapeutics? 🔬

CRISPR Therapeutics AG is a biopharmaceutical company focused on advanced genomic technologies. 🔬 In simple terms, they develop treatments that use gene editing to modify DNA and address genetic disorders.

While the filing is focused on governance, it’s important to remember that CRSP’s mission is bringing transformative medicines to patients, leveraging its scientific expertise in the life sciences sector.

👔 Board Leadership and Expertise 🧑‍💼

The Board of Directors (BoD) is composed of experienced professionals from various sectors, giving the company a diverse mix of scientific, financial, and corporate governance expertise.

The Board currently has eleven directors, including: Samarth Kulkarni, Ph.D. (Chairman and CEO), Ali Behbahani, M.D., Maria Fardis, Ph.D., H. Edward Fleming, Jr., M.D., Simeon J. George, M.D., John T. Greene, Katherine A. High, M.D., Sandesh Mahatme, LL.M., Briggs W. Morrison, M.D., Christian Rommel, Ph.D., and Douglas A. Treco, Ph.D.

👉 What it Matters: The biographies show deep roots in the biopharmaceutical industry. Directors have backgrounds with major global players and have deep experience in areas like gene therapy, oncology, and clinical development.

🛡️ Corporate Governance Structure 🏛️

This section details how the company is managed and overseen. The BoD has adopted strong corporate governance guidelines to ensure long-term shareholder benefit.

• Lead Independent Director: Douglas A. Treco, Ph.D., serves as the Lead Independent Director, a role created in December 2021 to ensure independent oversight and act as a liaison between management and independent directors.
• Committee Oversight: The Board has three independent standing committees (Audit, Compensation, and Nominating) which hold substantial responsibility for oversight.
• Risk Management: The Board oversees corporate risks, with the Audit Committee specifically handling financial and accounting systems, cybersecurity, and internal audit functions.

📜 Routine Corporate Approvals for 2025 🗓️

The company proposes that shareholders approve the closure and accounting practices for the year ended December 31, 2025.

• Financial Statements: Shareholders are asked to approve the Swiss management report, the consolidated financial statements, and the statutory financial statements for the year ended December 31, 2025.
• Appropriation of Results: The Board proposes that the shareholders approve carrying forward the net loss for the period. The proposed appropriation of net loss for the period is CHF 508,714,076, which, when added to the balance brought forward, results in a total accumulated net loss of CHF 1,894,391,436.

👥 Board & Committee Re-election Proposals 🔄

The majority of the voting proposals involve the re-election of key individuals and committees to maintain continuity of leadership.

• Directors: Shareholders are asked to re-elect the eleven members of the Board of Directors, including the Chairman of the Board.
• Compensation Committee: Shareholders are asked to re-elect the members of the Compensation Committee.
• Independent Voting Rights Representative: Shareholders are asked to re-elect lic. iur. Marius Meier, Attorney at Law, who serves as the independent voting rights representative.
• Auditors: Shareholders are asked to re-elect Ernst & Young AG, Basel, as the statutory auditor for one year, and Ernst & Young LLP as the independent registered public accounting firm for 2026.

💰 Executive Compensation & Rewards 💵

CRSP requires shareholder votes on its compensation programs, reflecting the importance of managing executive pay in the biotech sector.

• Board Compensation: The Board proposes voting on maximum non-performance-related compensation for directors for the 2026–2027 period, set at USD $670,000 (cash based). It also proposes maximum equity grants of USD $12,389,198 (equity grant date value).
• Executive Committee Compensation: Votes are proposed for the maximum non-performance-related compensation for the Exec Committee (July 1, 2026 - June 30, 2027) at USD $3,700,579, and the maximum variable compensation for the current year ending December 31, 2026, at USD $3,195,625.
• Advisory Votes: The Board includes two non-binding advisory votes: one on the 2025 Compensation Report and another on the compensation paid to the Named Executive Officers under U.S. law requirements.

🏦 Capital Structure and Financial Flexibility 📈

Because biopharma companies require large amounts of capital for R&D, the Board is seeking shareholder approval to increase the company's ability to raise money through equity.

• Increase to Capital Band (Proposal 8): The Board proposes increasing the Company’s general capital band up to an upper limit of CHF 3,521,838.51.
  • Why it matters: A higher capital band gives the company more flexibility to issue new shares if they need funds in the future.
• Conditional Share Capital (Proposal 9): The Board proposes increasing the conditional share capital for the conversion of bonds and similar debt instruments. This raises the maximum number of shares from 8,202,832 to 9,366,947, supporting potential debt financing.
• Stock Option Plan (Proposal 10): Shareholders are asked to approve the CRISPR Therapeutics AG 2026 Stock Option and Incentive Plan. This plan determines the total pool of common shares available for issuance to incentivize employees and executives.

💼 Strategic Focus Areas and Governance Policy 🧬

The Board reviewed several non-financial, structural policies to ensure effective long-term operation.

• Board Leadership Structure: The Board has adopted a combined role, with the CEO and the Chairman of the Board being the same person (Dr. Kulkarni) since September 2023. The Board concluded that this structure promotes "united leadership and direction."
• Code of Conduct: The Board updated its Code of Business Conduct and Ethics in 2023, which applies to all employees, officers, and directors.
• Reporting: Preliminary voting results will be announced at the meeting, and final results will be filed in a Current Report on Form 8-K with the SEC within four business days of the meeting's end.

📞 Logistics and Contact Information 📧

The proxy materials are available online, and the company provides specific instructions for voting.

• Website Links: All materials are available online at ir.crisprtx.com/swiss-statutory-financial-statements-and-audit-reports and www.proxydocs.com/CRSP.
• Voting Instructions: Shareholders can vote electronically at www.ProxyVote.com before the deadline of 6:00 p.m. Central European Summer Time (12:00 p.m. Eastern Daylight Time) on June 3, 2026.
• Questions: For questions about the meeting or share ownership, contact AJ Silver, Senior Vice President, Finance, at 105 West First Street, South Boston, Massachusetts 02127. Phone: +1 617-315-4600. Email: [email protected].

🧠 The Analogy 🏠

Voting on a company's Proxy Statement is like choosing the rules for a board game. 🎲 The Board of Directors proposes new rules (like changing the total number of players allowed—the "Capital Band") or re-electing the referees (the Board members). You, the shareholder, are the player who gets to vote on whether those rules are fair and whether the game (the company) should continue in its current structure or with updated rules.

🧩 Final Takeaway ✨

CRSP is asking shareholders to approve a wide range of operational and structural proposals, including significant increases to its capital structure and stock option pool, while maintaining the strong, industry-focused governance structure to fund its next phase of gene therapy research.