CRISPR Therapeutics (CRSP) PRE 14A27 Mar 24Preliminary proxyFinancial data

Company Profile

Document and Entity Information

Document and Entity Information	12 Months Ended
Document and Entity Information	Dec. 31, 2023
Cover [Abstract]
Document Type	PRE 14A
Amendment Flag	false
Entity Registrant Name	CRISPR THERAPEUTICS AG
Entity Central Index Key	0001674416

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Pay vs Performance Disclosure
Pay vs Performance Disclosure, Table	PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid and certain financial performance metrics for our company. This information was not referenced or used by management or the Compensation Committee in any way when making compensation decisions and is being provided solely for compliance purposes. The amounts set forth below under the headings “ Compensation Actually Paid to PEO ” and “ Average Compensation Actually Paid to Non-PEO NEOs ” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Equity values presented below are calculated in accordance with FASB ASC Topic 718. Use of the term “compensation actually paid” is required by the SEC’s rules and, as a result of the calculation methodology required by the SEC, such amounts differ significantly from the compensation actually earned, realized or received by the individuals and the compensation decisions described in the section entitled “ Executive Compensation—Compensation Discussion and Analysis .” As described in more detail above in the section entitled “ Executive Compensation—Compensation Discussion and Analysis— Primary Elements of Executive Compensation Program ,” while we utilize several performance measures to align executive compensation with our performance, as a general matter, we do not use financial performance measures when setting compensation goals and making compensation decisions for our executive officers, except for certain performance-based equity awards with both market and service conditions granted to our Chief Executive Officer in August 2022. Our annual performance-based cash incentive program is designed to align, motivate and reward our executives for short-term achievement based on defined annual corporate goals and to reward our executives for individual achievement towards these goals. Moreover, our long-term equity incentive award program, which is an integral part of our executive compensation program, is designed to align our executive officers’ interests with those of our shareholders by providing a continuing financial incentive to maximize long-term value for our shareholders and by encouraging our executive officers to continue in our service for the long-term. Such equity-incentive awards, including stock options, provide value only if the executive officer continues in our service over the vesting period and, in the case of stock options, only if the market price of our common shares increases. The peer group total stockholder return, or TSR, set forth in this table utilizes the Nasdaq Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report. The TSR measurement period is the period beginning at market close on the last trading day before the earliest fiscal year in the table below, through and including the end of the fiscal year for which cumulative total shareholder return is being calculated. The closing price has been converted into a fixed investment of $100, and the amounts included in the table above represent the value of such fixed investment based on the cumulative shareholder returns as of the end of that year. Historical stock performance is not necessarily indicative of future stock performance. Due to our status as a clinical-stage biopharmaceutical company whose primary focus is research and development of our product candidates and because we are not yet a commercial-stage company, we did not have any revenue during the periods presented, other than (a) non-recurring revenue in 2021 associated with our collaboration agreements with Vertex and an upfront payment we received in connection with the amendment and restatement of our joint development and commercialization agreement with Vertex and (b) non-recurring revenue in 2023 associated with the achievement of certain milestones under our amended and restated joint development and commercialization agreement with Vertex and our non-exclusive license agreement with Vertex. Consequently, we have not historically utilized net (loss) income as a performance measure for our executive compensation program. As a result, we do not believe there is any meaningful relationship between our net loss and compensation actually paid to our NEOs during the periods presented. For additional information about how we align executive compensation with company performance, please see the section entitled “ Executive Compensation—Compensation Discussion and Analysis .” Last, as stated above, we do not generally use financial performance measures when setting compensation goals and making compensation decisions for our executive officers, except for certain performance-based equity awards with both market and service conditions granted to our Chief Executive Officer in August 2022. Accordingly, although we did not use any financial performance measures to link executive compensation to our financial performance in 2020, 2021, and 2023, we have included “stock price” as our “company selected measure” in the below table which reflects the average price of our common stock for the thirty-day period ending December 31, 2023, 2022, 2021 and 2020. Value of Initial Fixed $100 Year (1) Summary Compensation Table Compensation Actually Paid Average Summary Compensation Table Total Average Compensation Actually Paid to Total Shareholder Peer Group Net (Loss) Income Company Stock Price ($ 2023 12,322,196 24,808,888 2,611,791 4,800,818 102.78 115.42 ( 153,610 ) 65.91 2022 20,734,359 1,727,717 3,860,812 2,095,985 66.74 111.27 ( 650,175 ) 49.67 2021 17,037,015 ( 27,368,684 ) 5,646,542 ( 2,811,574 ) 124.42 124.89 377,661 77.98 2020 9,105,256 76,943,907 3,190,258 22,262,442 251.39 125.69 ( 348,865 ) 140.34 (1) The PEO and Non-PEO NEOs included in the above compensation columns reflect the following: Year CEO/PEO Non-PEO NEOs 2023 Samarth Kulkarni, Ph.D. James R. Kasinger, Phuong Khanh Morrow, M.D. FACP, Rodger Novak, M.D., Raju Prasad, Ph.D., Brendan Smith 2022 Samarth Kulkarni, Ph.D. James R. Kasinger, Lawrence O. Klein, Ph.D., Phuong Khanh Morrow, M.D. FACP, Rodger Novak, M.D., Brendan Smith 2021 Samarth Kulkarni, Ph.D. James R. Kasinger, Lawrence O. Klein, Ph.D., Tony W. Ho, M.D., Michael J. Tomsicek, Brendan Smith 2020 Samarth Kulkarni, Ph.D. James R. Kasinger, Lawrence O. Klein, Ph.D., Tony W. Ho, M.D., Michael J. Tomsicek (2) "Compensation Actually Paid" to the PEO reflects the following adjustments from total compensation reported in the "Summary Compensation Table" : PEO Adjustments to Determine Compensation "Actually Paid" for PEO ($) 2023 2022 2021 2020 Total Compensation per Summary Compensation Table 12,322,196 20,734,359 17,037,015 9,105,256 Less: Stock and option award amounts per Summary Compensation Table ( 10,967,395 ) ( 19,424,359 ) ( 15,774,627 ) ( 7,929,381 ) Plus: The year-end fair value of any equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year 15,014,722 8,521,013 7,425,803 24,580,689 The amount of change as of the end of the covered fiscal year in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year from the end of the prior fiscal year 6,163,189 ( 6,017,784 ) ( 20,341,274 ) 39,211,747 For awards granted in the covered fiscal year that vest in the covered fiscal year, the amount equal to the change as of the vesting date in fair value from the grant date 1,287,727 918,718 1,198,494 1,772,191 For awards granted in prior years that vest in the covered fiscal year, the amount equal to the change as of the vesting date in fair value from the end of the prior fiscal year 988,449 ( 3,004,230 ) ( 16,914,095 ) 10,203,405 Less: For awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the covered fiscal year, a deduction for the amount equal to the fair value at the end of the prior fiscal year — — — — Plus: Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation — — — — Total Adjustments 12,486,692 ( 19,006,642 ) ( 44,405,699 ) 67,838,65 1 Compensation Actually Paid 24,808,888 1,727,717 ( 27,368,684 ) 76,943,907 (3) The average "Compensation Actually Paid" to the Non-PEO NEOs reflects the following adjustments from total compensation reported in the "Summary Compensation Table" : Non-PEO NEOs Adjustments to Determine Compensation "Actually Paid" for Non-PEO NEOs ($) 2023 Average 2022 Average 2021 Average 2020 Average Total Compensation per Summary Compensation Table 2,611,791 3,860,812 5,646,542 3,190,258 Less: Stock and option award amounts per Summary Compensation Table ( 1,084,503 ) ( 1,647,420 ) ( 2,363,065 ) ( 1,231,368 ) Plus: The year-end fair value of any equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year 2,931,678 1,509,363 2,246,917 7,683,756 The amount of change as of the end of the covered fiscal year in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year from the end of the prior fiscal year 534,860 ( 1,256,206 ) ( 5,483,881 ) 11,104,395 For awards granted in the covered fiscal year that vest in the covered fiscal year, the amount equal to the change as of the vesting date in fair value from the grant date 122,958 184,940 254,538 558,750 For awards granted in prior years that vest in the covered fiscal year, the amount equal to the change as of the vesting date in fair value from the end of the prior fiscal year 296,209 ( 555,504 ) ( 3,112,625 ) 956,651 Less: For awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the covered fiscal year, a deduction for the amount equal to the fair value at the end of the prior fiscal year ( 612,175 ) — — — Plus: Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation — — — — Total Adjustments 2,189,027 ( 1,764,827 ) ( 8,458,116 ) 19,072,184 Compensation Actually Paid 4,800,818 2,095,985 ( 2,811,574 ) 22,262,442
Company Selected Measure Name	Stock Price
Named Executive Officers, Footnote	(1) The PEO and Non-PEO NEOs included in the above compensation columns reflect the following: Year CEO/PEO Non-PEO NEOs 2023 Samarth Kulkarni, Ph.D. James R. Kasinger, Phuong Khanh Morrow, M.D. FACP, Rodger Novak, M.D., Raju Prasad, Ph.D., Brendan Smith 2022 Samarth Kulkarni, Ph.D. James R. Kasinger, Lawrence O. Klein, Ph.D., Phuong Khanh Morrow, M.D. FACP, Rodger Novak, M.D., Brendan Smith 2021 Samarth Kulkarni, Ph.D. James R. Kasinger, Lawrence O. Klein, Ph.D., Tony W. Ho, M.D., Michael J. Tomsicek, Brendan Smith 2020 Samarth Kulkarni, Ph.D. James R. Kasinger, Lawrence O. Klein, Ph.D., Tony W. Ho, M.D., Michael J. Tomsicek
PEO Total Compensation Amount	$ 12,322,196	$ 20,734,359	$ 17,037,015	$ 9,105,256
PEO Actually Paid Compensation Amount	$ 24,808,888	1,727,717	(27,368,684)	76,943,907
Adjustment To PEO Compensation, Footnote	(2) "Compensation Actually Paid" to the PEO reflects the following adjustments from total compensation reported in the "Summary Compensation Table" : PEO Adjustments to Determine Compensation "Actually Paid" for PEO ($) 2023 2022 2021 2020 Total Compensation per Summary Compensation Table 12,322,196 20,734,359 17,037,015 9,105,256 Less: Stock and option award amounts per Summary Compensation Table ( 10,967,395 ) ( 19,424,359 ) ( 15,774,627 ) ( 7,929,381 ) Plus: The year-end fair value of any equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year 15,014,722 8,521,013 7,425,803 24,580,689 The amount of change as of the end of the covered fiscal year in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year from the end of the prior fiscal year 6,163,189 ( 6,017,784 ) ( 20,341,274 ) 39,211,747 For awards granted in the covered fiscal year that vest in the covered fiscal year, the amount equal to the change as of the vesting date in fair value from the grant date 1,287,727 918,718 1,198,494 1,772,191 For awards granted in prior years that vest in the covered fiscal year, the amount equal to the change as of the vesting date in fair value from the end of the prior fiscal year 988,449 ( 3,004,230 ) ( 16,914,095 ) 10,203,405 Less: For awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the covered fiscal year, a deduction for the amount equal to the fair value at the end of the prior fiscal year — — — — Plus: Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation — — — — Total Adjustments 12,486,692 ( 19,006,642 ) ( 44,405,699 ) 67,838,65 1 Compensation Actually Paid 24,808,888 1,727,717 ( 27,368,684 ) 76,943,907
Non-PEO NEO Average Total Compensation Amount	$ 2,611,791	3,860,812	5,646,542	3,190,258
Non-PEO NEO Average Compensation Actually Paid Amount	$ 4,800,818	2,095,985	(2,811,574)	22,262,442
Adjustment to Non-PEO NEO Compensation Footnote	(3) The average "Compensation Actually Paid" to the Non-PEO NEOs reflects the following adjustments from total compensation reported in the "Summary Compensation Table" : Non-PEO NEOs Adjustments to Determine Compensation "Actually Paid" for Non-PEO NEOs ($) 2023 Average 2022 Average 2021 Average 2020 Average Total Compensation per Summary Compensation Table 2,611,791 3,860,812 5,646,542 3,190,258 Less: Stock and option award amounts per Summary Compensation Table ( 1,084,503 ) ( 1,647,420 ) ( 2,363,065 ) ( 1,231,368 ) Plus: The year-end fair value of any equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year 2,931,678 1,509,363 2,246,917 7,683,756 The amount of change as of the end of the covered fiscal year in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year from the end of the prior fiscal year 534,860 ( 1,256,206 ) ( 5,483,881 ) 11,104,395 For awards granted in the covered fiscal year that vest in the covered fiscal year, the amount equal to the change as of the vesting date in fair value from the grant date 122,958 184,940 254,538 558,750 For awards granted in prior years that vest in the covered fiscal year, the amount equal to the change as of the vesting date in fair value from the end of the prior fiscal year 296,209 ( 555,504 ) ( 3,112,625 ) 956,651 Less: For awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the covered fiscal year, a deduction for the amount equal to the fair value at the end of the prior fiscal year ( 612,175 ) — — — Plus: Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation — — — — Total Adjustments 2,189,027 ( 1,764,827 ) ( 8,458,116 ) 19,072,184 Compensation Actually Paid 4,800,818 2,095,985 ( 2,811,574 ) 22,262,442
Compensation Actually Paid vs. Total Shareholder Return	The first graph compares our PEO and average non-PEO NEO compensation actually paid versus our TSR and our peer group TSR, and also compares our TSR versus our peer group TSR:
Compensation Actually Paid vs. Net Income	The second graph compares our PEO and average non-PEO NEO compensation actually paid versus our net (loss) income:
Compensation Actually Paid vs. Company Selected Measure	The third graph compares the compensation actually paid to our PEO and the average amount of compensation actually paid to our Non-PEO NEOs during the periods presented and sets forth the relationship between compensation actually paid to our PEO and the average amount of compensation actually paid to our Non-PEO NEOs during the periods presented and the Company’s average stock price for the thirty-day period ending December 31, 2020, 2021, 2022 and 2023:
Total Shareholder Return Vs Peer Group	The first graph compares our PEO and average non-PEO NEO compensation actually paid versus our TSR and our peer group TSR, and also compares our TSR versus our peer group TSR:
Tabular List, Table	Tabular List Item 402(v) of Regulation S-K requires us to identify the most important financial measure that we used to link compensation actually paid to our named executive officers to company performance for the most recently completed fiscal year (the “Company-Selected Measure”). As discussed above, in 2022, we granted performance-based equity awards to our Chief Executive Officer that contain both market-based and service-based vesting conditions. As a result, stock price is our Company-Selected Measure solely by virtue of being our only financial measure and was one of many factors considered in determining the compensation paid to our NEOs in 2022. Further, this financial performance measure applies solely to an award made to our Chief Executive Officer in 2022. No financial performance measures are used to link pay to performance for our non-PEO NEOs. Further, we did not use any financial performance measures to link executive compensation to our financial performance in 2020, 2021 and 2023.
Total Shareholder Return Amount	$ 102.78	66.74	124.42	251.39
Peer Group Total Shareholder Return Amount	115.42	111.27	124.89	125.69
Net Income (Loss)	$ (153,610,000)	$ (650,175,000)	$ 377,661,000	$ (348,865,000)
Company Selected Measure Amount	65.91	49.67	77.98	140.34
PEO Name	Samarth Kulkarni, Ph.D.	Samarth Kulkarni, Ph.D.	Samarth Kulkarni, Ph.D.	Samarth Kulkarni, Ph.D.
Additional 402(v) Disclosure	Analysis of the Information Presented in the Pay Versus Performance Table As required by Item 402(v) of Regulation S-K, we are also providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. As noted above, “compensation actually paid” for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable year.
PEO
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	$ 12,486,692	$ (19,006,642)	$ (44,405,699)	$ (6,783,865)
PEO \| Stock and Option Award Amounts per Summary Compensation Table [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	(10,967,395)	(19,424,359)	(15,774,627)	(7,929,381)
PEO \| Fair Value of Equity Awards Granted That are Outstanding and Unvested End of Fiscal Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	15,014,722	8,521,013	7,425,803	24,580,689
PEO \| Change in Fair Value of Awards Granted in Prior Years that are Outstanding and Unvested [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	6,163,189	(6,017,784)	(20,341,274)	39,211,747
PEO \| Awards Granted and Vest in the Covered Fiscal Year, Amount Equal to Change as of the Vesting Date in Fair Value from the Grant Date [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	1,287,727	918,718	1,198,494	1,772,191
PEO \| Awards Granted in Prior Years Vest In Covered Fiscal Year, Amount Equals the Change as of the Vesting Date in Fair Value from the End of the Prior Fiscal Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	988,449	(3,004,230)	(16,914,095)	10,203,405
PEO \| Awards Granted in Prior Years, Failed to Meet the Applicable Vesting Conditions During the Covered Fiscal Year, Deduction for the Amount Equal to the Fair Value at the End of the Prior Fiscal Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	0	0	0	0
PEO \| Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	0	0	0	0
Non-PEO NEO
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	2,189,027	(1,764,827)	(8,458,116)	19,072,184
Non-PEO NEO \| Stock and Option Award Amounts per Summary Compensation Table [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	(1,084,503)	(1,647,420)	(2,363,065)	(1,231,368)
Non-PEO NEO \| Fair Value of Equity Awards Granted That are Outstanding and Unvested End of Fiscal Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	2,931,678	1,509,363	2,246,917	7,683,756
Non-PEO NEO \| Change in Fair Value of Awards Granted in Prior Years that are Outstanding and Unvested [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	534,860	(1,256,206)	(5,483,881)	11,104,395
Non-PEO NEO \| Awards Granted and Vest in the Covered Fiscal Year, Amount Equal to Change as of the Vesting Date in Fair Value from the Grant Date [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	122,958	184,940	254,538	558,750
Non-PEO NEO \| Awards Granted in Prior Years Vest In Covered Fiscal Year, Amount Equals the Change as of the Vesting Date in Fair Value from the End of the Prior Fiscal Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	296,209	(555,504)	(3,112,625)	956,651
Non-PEO NEO \| Awards Granted in Prior Years, Failed to Meet the Applicable Vesting Conditions During the Covered Fiscal Year, Deduction for the Amount Equal to the Fair Value at the End of the Prior Fiscal Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	(612,175)	0	0	0
Non-PEO NEO \| Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	$ 0	$ 0	$ 0	$ 0