DEF 14A of Praxis Precision Medicines, Inc.
Filed Apr 30, 2025 · FY20240001689548-25-000050
ELECTION OF CLASS II DIRECTORS
ELECTION OF CLASS II DIRECTORS Our Board of Directors is divided into three classes, with one class of our directors standing for election each year. The members of each class are elected to serve a three-year term with the term of office of each class ending in successive years. Jeffrey Chodakewitz, M.D. and Merit Cudkowicz, M.D. are the directors whose terms expire at this Annual Meeting and each has been nominated for and has agreed to stand for re-election to the Board of Directors to serve as a Class II director of the Company until the 2028 annual meeting of stockholders and until their respective successor is duly elected or until their earlier death, resignation or removal. Our Board of Directors has nominated Jeffrey Chodakewitz, M.D. and Merit Cudkowicz, M.D. for election as the Class II directors at the Annual Meeting. The nominees are currently directors and have each consented to serve as our directors if elected. If a nominee becomes unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our Board of Directors. The biographies of the nominees and continuing directors below contain information regarding each such person’s service as a director, business experience, director positions held currently or at any time during the last five years and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee of our Board of Directors to determine that the person should serve as a director of Praxis. In addition to the information presented below regarding each such person’s specific experience, qualifications, attributes and skills that led our Board of Directors and our Nominating and Corporate Governance Committee to the conclusion that each such person should serve as a director, we also believe that each of our directors has a reputation for integrity, honesty and adherence to high ethical standards. Each of our directors has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment to service to Praxis and our Board of Directors. There are no material legal proceedings in which our nominees or any of our continuing directors is a party adverse to us or our subsidiaries or in which any such person has a material interest adverse to us or our subsidiaries. It is intended that, unless you give contrary instructions, shares represented by proxies solicited by the Board of Directors will be voted in favor of the above nominees. However, if a nominee is unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our Board of Directors may designate.
Nominees for Election as Class II Directors
Nominees for Election as Class II Directors The following table identifies our director nominees, and is followed by biographical information as of April 30, 2025.
Nominees for Election as Class II Directors
| Name | Positions and Offices Held with Praxis | Director Since | Age | | Jeffrey Chodakewitz, M.D. | Director | 2021 | 69 | | Merit Cudkowicz, M.D. | Director | 2021 | 62 |
Nominees for Election as Class II Directors
Jeffrey Chodakewitz, M.D., has served as a member of our Board of Directors since April 2021. Dr. Chodakewitz has served as an advisory partner for Ascenta Capital, a life sciences investment firm, since December 2022. He previously served as a senior advisor to Blackstone Life Sciences, a life sciences private equity firm from March 2019 to January 2022. From April 2018 through March 2019, he served as Executive Vice President, Clinical Medicine and External Innovation, at Vertex Pharmaceuticals, Inc., or Vertex. Prior to that role, Dr. Chodakewitz held the roles of Chief Medical Officer and Executive Vice President, Global Medicines Development and Medical Affairs at Vertex from January 2014 to April 2018 and was a member of the Vertex Executive Committee. Prior to Vertex, Dr. Chodakewitz spent over 20 years at Merck & Co. serving in several positions, including leadership roles as Head of Infectious Diseases and Vaccines Global Development, Senior Vice President of Global Scientific Strategy (infectious disease, respiratory & immunology), Vice President of Early-Stage Development and Senior Vice President of Late-Stage Development. Dr. Chodakewitz currently serves on the boards of directors of Adicet Bio, Inc. (NASDAQ: ACET) and Schrödinger, Inc. (NASDAQ:SDGR). Dr. Chodakewitz previously served on the board of directors of Freeline Therapeutics Holdings plc. (acquired by Syncona Ltd in 2024). Dr. Chodakewitz received a B.S. in Biochemistry cum laude from Yale University and an M.D. from the Yale University School of Medicine. We believe Dr. Chodakewitz is qualified to serve on our Board of Directors because of his extensive business and leadership experience working in the biotechnology industry. Merit Cudkowicz, M.D., has served as a member of our Board of Directors since April 2021. Dr. Cudkowicz has served as the Chief of Neurology at Massachusetts General Hospital since 2012 and is the Director of the Sean M. Healey & AMG Center for ALS and Director and the Julieanne Dorn Professor of Neurology at Harvard Medical School. A member of the National Academy of Medicine, she has led innovations to accelerate the development of treatments for people with neurological disorders such as ALS, including the first platform trial in ALS, and serving in a senior role in the research and development of the first antisense oligonucleotide treatment for a neurological disorder. Dr. Cudkowicz is also the principal investigator of the Clinical Coordination Center for the National Institute of Neurological Disorders and Stroke’s Neurology Network of Excellence in Clinical Trials, or NeuroNEX. Dr. Cudkowicz received a B.S. in Chemical Engineering from Massachusetts Institute of Technology, an M.D. from Harvard Medical School and a MSc. in Clinical Epidemiology from Harvard School of Public Health. We believe Dr. Cudkowicz is qualified to serve on our Board of Directors because of her extensive medical background and experience.
Directors Continuing in Office
Directors Continuing in Office The following table identifies our continuing directors, and is followed by biographical information about each of them as of April 30, 2025.
Directors Continuing in Office
| Name | Positions and Offices Held with Praxis | Director Since | Class and Year in Which Term Will Expire | Age | | Jill DeSimone | Director | 2022 | Class I—2027 | 69 | | Dean Mitchell | Chairman, Director | 2020 | Class I—2027 | 69 | | Gregory Norden | Director | 2019 | Class III—2026 | 67 | | Marcio Souza | President, Chief Executive Officer, Director | 2020 | Class III—2026 | 46 | | William Young | Director | 2016 | Class III—2026 | 80 |
Class I Directors (term expires at the 2027 Annual Meeting of Stockholders)
Class I Directors (term expires at the 2027 Annual Meeting of Stockholders) Jill DeSimone has served as a member of our Board of Directors since May 2022. Ms. DeSimone served as President of U.S. Oncology at Merck & Co., Inc., or Merck, from 2014 to May 2022. During her time at Merck, Ms. DeSimone also temporarily served as Interim President of U.S. Pharma to help navigate the business through the COVID-19 pandemic. Prior to joining Merck, she served as Senior Vice President of Global Women’s Health at Teva Pharmaceutical Industries Ltd, or Teva, from 2012 to 2014. Prior to her time at Teva, Ms. DeSimone served in several roles of increasing responsibility at Bristol Myers-Squibb from 1980 to 2012, including Senior Vice President of Oncology and Senior Vice President of Commercial Operations. Ms. DeSimone currently serves on the board of directors of Oncternal Therapeutics, Inc. (NASDAQ: ONCT), iTeos Therapeutics, Inc. (NASDAQ: ITOS) and Affini-T Therapeutics, Inc., a private company. Ms. DeSimone previously served on the board of directors of Kinnate Biopharma, Inc. (acquired by XOMA Corporation in 2024). Ms. DeSimone also serves as a board member for the Florida Cancer Specialists Foundation and Swim Across America, nonprofit organizations focused on cancer patient support and research. Ms. DeSimone received a B.S. in pharmacy from Northeastern University and completed a fellowship with the Wharton School of the University of Pennsylvania. We believe Ms. DeSimone is qualified to serve on our Board of Directors because of her leadership and extensive business experience in the pharmaceutical industry. Dean Mitchell has served as chairman of our Board of Directors since September 2020. He served as executive chairman of the board of directors of Covis Pharma Holdings S.à.r.l., a specialty pharmaceutical company, from August 2013 until its sale in March 2020 and was chairman of PaxVax Corporation, a biotechnology company, from January 2016 until its sale in October 2018. Mr. Mitchell served as President and Chief Executive Officer of Lux Biosciences, Inc., a biotechnology company focusing on the treatment of ophthalmic diseases, from July 2010 to August 2013. Prior to Lux Biosciences, he served as President and Chief Executive Officer of both Alpharma, Inc., a publicly traded specialty pharmaceutical company, from 2006 until its acquisition by King Pharmaceuticals, Inc. in 2008, and Guilford Pharmaceuticals, Inc., a publicly traded pharmaceutical company focused in oncology and acute care, from 2004 until its acquisition by MGI Pharma Inc. in 2005. From 2001 to 2004, he served in various senior executive capacities in the worldwide medicines group of Bristol-Myers Squibb Company. Prior to Bristol-Myers Squibb Company, he spent 14 years at GlaxoSmithKline plc, in assignments of increasing responsibility spanning sales, marketing, general management, commercial strategy and clinical development and product strategy. Mr. Mitchell currently serves on the boards of directors of Theravance Biopharma, Inc. (NASDAQ: TBPH) and Precigen Inc. (formerly Intrexon Inc.) (NASDAQ: PGEN). Mr. Mitchell previously served on the boards of directors of ImmunoGen Inc. (acquired by Abbvie Inc. in 2024) and Kinnate Biopharma Inc. (acquired by XOMA Corporation in 2024). Mr. Mitchell holds an M.B.A. from City University London and a B.Sc. in Biology from Coventry University. We believe Mr. Mitchell is qualified to serve on our Board of Directors because of his management experience in the pharmaceutical and biotherapeutics industries and his experience as a president, chief executive officer and board member of multiple biotechnology companies.
Class III Directors (term expires at the 2026 Annual Meeting of Stockholders)
Class III Directors (term expires at the 2026 Annual Meeting of Stockholders) Gregory Norden has served as a member of our Board of Directors since March 2019. Mr. Norden is the former Chief Financial Officer of Wyeth Pharmaceuticals Inc. and has served as the Managing Director of G9 Capital Group LLC, which invests in early stage ventures and provides corporate advisory services, since 2010. Mr. Norden currently serves on the boards of directors of Zoetis Inc. (NYSE: ZTS) and Royalty Pharma plc (NASDAQ: RPRX). Mr. Norden previously served on the boards of directors of Human Genome Sciences, Inc., Univision, Welch Allyn and NanoString Technologies, Inc. Mr. Norden received a B.S. in Management and Economics from the State University of New York at Plattsburgh and an M.S. in Accounting from LIU Post. We believe Mr. Norden is qualified to serve on our Board of Directors because of his background in finance and experience as a senior executive in the global healthcare and pharmaceutical industries, as well as his public company board experience. Marcio Souza has served as a member of our Board of Directors and our President and Chief Executive Officer since April 2020. Prior to joining us, Mr. Souza was at PTC Therapeutics, Inc., or PTC, where he served as its Chief Operating Officer from May 2017 to April 2020 and its Senior Vice President and Head of Product Strategy from July 2016 to May 2017. Prior to joining PTC, Mr. Souza served in positions of increasing responsibility at NPS Pharmaceuticals, Inc., Shire Human Genetic Therapies Inc. and Sanofi Genzyme Corporation. Mr. Souza currently serves on the board of directors of Remagine Labs, a private company. Mr. Souza previously served on the boards of directors of Spyre Therapeutics, Inc. (previously Aeglea BioTherapeutics, Inc.) and Clearpoint Neuro, Inc. (previously MRI Interventions, Inc.). Mr. Souza received a degree in pharmacy and biochemistry with a specialization in toxicology and clinical analysis from the University of São Paulo and an M.B.A. from Fundação Dom Cabral. We believe Mr. Souza is qualified to serve on our Board of Directors because of his business and leadership experience in the life sciences industry and his scientific background. William Young has served as a member of our Board of Directors since December 2016. Mr. Young is a Senior Advisor with Blackstone Life Sciences, which he joined in November 2018. Prior to its acquisition by Blackstone, Mr. Young joined Clarus Ventures LLC in March 2010 and held various roles, including Venture Partner, Senior Advisor and portfolio company board member. Prior to joining Clarus, Mr. Young was chairman of the board of directors and Chief Executive Officer of Monogram Biosciences Inc. from 2000 until its acquisition by Laboratory Corporation of America Holdings in 2009. Previously, Mr. Young spent 20 years at Genentech, Inc. in roles of increasing responsibility, culminating as Chief Operating Officer from 1997 to 1999. Mr. Young currently serves as a member of the board of directors of Autolus Therapeutics plc (NASDAQ: AUTL). Mr. Young previously served as the chairman of the board of directors of Annexon, Inc., and as a member of the boards of directors of Vertex Pharmaceuticals Inc., BioMarin Pharmaceutical Inc., Theravance BioPharma, Inc. and NanoString Technologies, Inc. Mr. Young was elected to the National Academy of Engineering in 1993 for his contributions to biotechnology. Mr. Young received a B.S. in Chemical Engineering from Purdue University and an M.B.A. from Indiana University in Marketing and Finance and holds an honorary doctorate in Engineering from Purdue University. We believe Mr. Young is qualified to serve on our Board of Directors because of his scientific background, business experience and his service on the board of directors of other life sciences companies.
2024 Summary Compensation Table
2024 Summary Compensation Table The following table sets forth information regarding compensation awarded to, earned by or paid to our named executive officers for services rendered to us in all capacities during the fiscal years indicated.
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Marcio Souza President and Chief Executive Officer | 2024 | 640,000 | — | 11,791,710 | 960,000 | 35,958 | 13,427,668 | | | 2023 | 625,000 | — | 941,364 | 515,625 | 38,523 | 2,120,512 | | Timothy Kelly Chief Financial Officer | 2024 | 511,500 | 444,132 | 2,657,652 | 409,200 | 22,377 | 4,044,861 | | | 2023 | 465,000 | — | 332,217 | 204,600 | 21,983 | 1,023,800 | | Alex Nemiroff General Counsel | 2024 | 442,940 | 444,132 | 2,657,652 | 354,352 | 19,008 | 3,918,084 | | | 2023 | 400,000 | — | 265,767 | 176,000 | 1,338 | 843,105 |
2024 Summary Compensation Table
_________________________ (1)The amounts reported represent the aggregate grant date fair value of the stock options and restricted stock units awarded to the named executive officers during the year indicated, calculated in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, ASC, Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 11 to our consolidated financial statements in our 2024 Annual Report. The amounts reported in this column reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by the named executive officers upon the exercise of the stock options, vesting or settlement of restricted stock units or any sale of the underlying shares of common stock. (2)The amounts reported represent actual bonuses earned for performance during the applicable year by our named executive officers based upon the achievement of our corporate objectives for such year, as described under “Narrative to Summary Compensation Table — Annual Bonus.” (3)Amounts reported for 2024 include cell phone reimbursement, tax gross ups on taxable long-term disability and tax gross up for wellness benefits, as well as discretionary matching company contributions under our 401(k) plan. For Mr. Souza, the amounts reported also include reimbursement for premiums and a tax gross up on a supplemental long-term disability and life insurance policy owned by him.
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2024. Each of the awards set forth in the table below was granted under our 2017 Stock Incentive Plan or our 2020 Stock Option and Incentive Plan.
Outstanding Equity Awards at 2024 Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Number of Securities Underlying Unexercised Options (#) Unexercisable (1) | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#)(2) | Market Value of shares of units of stock that have not vested ($)(3) | | Marcio Souza | 04/20/2020 | 63,689 | — | 83.85 | 06/04/2030 | — | — | | | 09/08/2020 | 68,535 | — | 133.65 | 09/13/2030 | — | — | | | 02/12/2021 | 11,798 | 521 | 787.95 | 02/12/2031 | 880 | 67,725 | | | 01/07/2022 | 12,580 | 4,685 | 271.65 | 01/07/2032 | 2,467 | 189,860 | | | 06/22/2022 | 4,155 | 2,511 | 31.80 | 06/22/2032 | — | — | | | 01/12/2023 | 14,265(4) | — | 44.40 | 01/12/2033 | — | — | | | 01/12/2023 | 13,573 | 14,760 | 44.40 | 01/12/2033 | — | — | | | 01/12/2024 | 50,000(5) | 50,000 | 43.37 | 01/12/2034 | — | — | | | 01/12/2024 | 46,249(6) | 138,751 | 56.94 | 07/29/2034 | — | — | | Timothy Kelly | 05/25/2021 | 11,933 | 1,399 | 296.10 | 06/01/2031 | — | — | | | 01/07/2022 | 4,074 | 1,525 | 271.65 | 01/07/2032 | 800 | 61,568 | | | 06/22/2022 | 2,705 | 1,628 | 31.80 | 06/22/2032 | — | — | | | 01/12/2023 | 2,830(7) | — | 44.40 | 01/12/2033 | — | — | | | 01/12/2023 | 4,788 | 5,211 | 44.40 | 01/12/2033 | — | — | | | 01/12/2024 | 15,000(5) | 15,000 | 43.37 | 01/12/2034 | — | — | | | 01/12/2024 | 9,099(6) | 27,301 | 56.94 | 07/29/2034 | 7,800 | 600,288 | | Alex Nemiroff | 01/01/2020 | 1,714 | — | 83.85 | 06/04/2030 | — | — | | | 09/08/2020 | 6,230 | — | 133.65 | 09/13/2030 | — | — | | | 02/12/2021 | 2,772 | 120 | 787.95 | 02/12/2031 | 206 | 15,854 | | | 01/07/2022 | 3,056 | 1,143 | 271.65 | 01/07/2032 | 600 | 46,176 | | | 06/22/2022 | 2,705 | 1,628 | 31.80 | 06/22/2032 | — | — | | | 01/12/2023 | 2,434(7) | — | 44.40 | 01/12/2033 | — | — | | | 01/12/2023 | 3,826 | 4,173 | 44.40 | 01/12/2033 | — | — | | | 01/12/2024 | 15,000(5) | 15,000 | 43.37 | 01/12/2034 | — | — | | | 01/12/2024 | 1,516(6) | 27,301 | 56.94 | 07/29/2034 | 7,800 | 600,288 |
Outstanding Equity Awards at 2024 Fiscal Year-End
_________________________ (1)Unless otherwise noted, the stock options vest over four years, with 25% of the total shares vesting on the first anniversary of the vesting commencement date and the remainder vesting in 36 approximately equal monthly installments. (2)Represents restricted stock units that vest in equal annual installments on each of the first four anniversaries of the vesting commencement date. (3)Amounts are calculated based on multiplying the number of shares shown in the table by the per share closing price of our common stock on December 31, 2024 (the last trading day of 2024), which was $76.96. (4)The stock option was granted in lieu of all of Mr. Souza’s cash bonus for the fiscal year ended December 31, 2022, and was vested in full on the vesting commencement date. (5)The stock option vested as to 50% of the total shares on the vesting commencement date and the remaining 50% vests over a four-year period, with 25% of such shares vesting on the first anniversary of the vesting commencement date and the remaining shares vesting in 36 equal monthly installments thereafter. (6)The stock option vested as to 7/48ths of the total shares on July 29, 2024, and the remaining shares vest in substantially equal monthly installments over the following 41 months. (7)The stock option was granted in lieu of a portion of the named executive officer’s cash bonus for the fiscal year ended December 31, 2022, and was vested in full on the vesting commencement date.
Pay Versus Performance
Pay Versus Performance In accordance with the SEC’s disclosure requirements regarding pay versus performance, or PVP, this section presents the SEC-defined “Compensation Actually Paid,” or CAP. Also required by the SEC, this section compares CAP to various measures used to gauge performance at Praxis. Compensation decisions at Praxis are made independently of disclosure requirements. CAP is a supplemental measure to be viewed alongside performance measures as an addition to the philosophy and strategy of compensation-setting discussed elsewhere in the overview of the executive compensation program, not in replacement.
Pay versus Performance Table - Compensation Definitions
Pay versus Performance Table - Compensation Definitions Salary, Bonus, Non-Equity Incentive Plan Compensation, and All Other Compensation are each calculated in the same manner for purposes of both CAP and SCT, or Summary Compensation Table, values. The primary difference between the calculation of CAP and SCT total compensation is “Stock Awards” and “Option Awards.”
Pay versus Performance Table - Compensation Definitions
| | SCT Total | CAP | | Stock and Option Awards | Grant date fair value of stock and option awards granted during the year | Change in the fair value of stock and option awards that are unvested as of the end of the year, or vested or were forfeited during the year, as compared to the value of such awards as of the end of the prior year |
Pay Versus Performance Table
Pay Versus Performance Table In accordance with the SEC’s PVP rules, the following table sets forth information concerning the compensation of our NEOs for each of the fiscal years shown in the table, and our financial performance for each such fiscal year:
Pay Versus Performance Table
| Year (1) | Summary Compensation Table Total for PEO ($)(2) | Compensation Actually Paid to PEO ($)(3)(4) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3)(4) | Value of Initial Fixed $100 Investment Based on: | | GAAP Net Income ($)(4) | Company Selected Measure (8) | | | | | | | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(6) | | | | 2024 | 13,427,668 | 20,637,736 | 3,981,473 | 5,322,101 | 9.33 | 64.57 | -183 | N/A | | 2023 | 2,120,512 | 1,398,586 | 933,453 | 726,983 | 2.70 | 63.82 | -123 | N/A | | 2022 | 6,028,078 | -17,643,206 | 2,450,241 | -1,656,422 | 4.33 | 59.22 | -214 | N/A | | 2021 | 10,905,820 | -62,152,872 | 4,118,514 | -6,315,773 | 35.81 | 79.62 | -167 | N/A |
Pay Versus Performance Table
_________________________ (1)The PEO (CEO) for all reporting years is Marcio Souza. The non-PEO NEOs in the 2024 and 2023 reporting years are Timothy Kelly and Alex Nemiroff. The non-PEO NEOs in the 2022 reporting year are Timothy Kelly, Nicole Sweeny and Bernard Ravina. The non-PEO NEOs in the 2021 reporting year are Nicole Sweeny and Bernard Ravina. (2)Amounts reflect SCT total pay for our NEOs for each corresponding year. (3)CAP has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP for 2024, the following amounts were deducted from and added to the total compensation number shown in the SCT:
Pay Versus Performance Table
| | 2024 | | | | PEO ($) | Average Non-PEO NEOs ($) | | Summary Compensation Table Total | 13,427,668 | 3,981,473 | | Less Change in Pension Value Reported in Summary Compensation Table | 0 | 0 | | Less values of Stock Awards and Option Awards Reported in Summary Compensation Table for the Covered Year | 11,791,710 | 3,101,784 | | Plus Fair Value of Equity Awards Granted During Fiscal Year that are Outstanding and Unvested at End of Year | 13,279,204 | 2,939,721 | | Plus (Less) Change in Fair Value of Equity Awards Granted in Any Prior Fiscal Year that are Outstanding and Unvested at End of Year | 1,074,743 | 379,750 | | Plus Fair Value at Vesting Date of Equity Awards Granted and Vested During the Fiscal Year | 3,884,148 | 933,434 | | Plus (Less) Change in Fair Value of Equity Awards granted in Prior Years that Vested During the Fiscal Year | 763,683 | 189,507 | | Less Fair Value of Equity Awards Granted in Prior Year that were Forfeited During the Fiscal Year | 0 | 0 | | Plus Value of Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation | 0 | 0 | | Compensation Actually Paid | 20,637,736 | 5,322,101 |
Pay Versus Performance Table
(4)The fair value of stock options reported for CAP purposes in columns (C) and (E) is estimated using a Black-Scholes option pricing model for the purposes of this PVP calculation in accordance with FASB's ASC Topic 718 and SEC rules. This model uses both historical data and current market data to estimate the fair value of options and requires several assumptions. The assumptions used in estimating fair value for awards outstanding during 2024 are as follows:
Pay Versus Performance Table
| | 2024 | | Volatility | 86.46% - 133.14% | | Expected life (in years) | 1.4 - 8.0 years | | Expected dividend yield | 0.00% | | Risk-free rate | 3.40% - 4.72% |
Pay Versus Performance Table
(5)Total Shareholder Return, or TSR, represents the cumulative return on a fixed investment of $100 in the Company’s common stock, for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, assuming reinvestment of dividends. (6)Peer Group Total Shareholder Return represents the cumulative return on a fixed investment of $100 in the S&P Biotechnology Select Industry Total Return Index, or SPSIBITR, for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, assuming reinvestment of dividends. (7)Values shown are in millions. (8)Praxis does not use any financial performance measures in setting or determining the compensation of its PEO or NEOs.
Narrative Disclosure to Pay Versus Performance
Narrative Disclosure to Pay Versus Performance
CEO Pay vs Performance: Total Shareholder Return (12/31/20 to 12/31/24)
CEO Pay vs Performance: Total Shareholder Return (12/31/20 to 12/31/24)
Average Other NEO Pay vs Performance: Total Shareholder Return (12/31/20 to 12/31/24)
Average Other NEO Pay vs Performance: Total Shareholder Return (12/31/20 to 12/31/24)
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy Our non-employee director compensation policy enables us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under the policy, each director who is not an employee is paid cash compensation as set forth in the below table. On May 31, 2024, the Board approved an amendment to the policy to increase the compensation payable to each non-employee director as shown in the below table.
Non-Employee Director Compensation Policy
| | Annual Retainer (prior to May 31, 2024) | Annual Retainer (after May 31, 2024) | | Board of Directors: | | | | Members | $40,000 | $40,000 | | Additional retainer for non-executive chair | $35,000 | $35,000 | | Audit Committee: | | | | Members (other than chair) | $8,000 | $10,000 | | Retainer for chair | $16,000 | $20,000 | | Compensation Committee: | | | | Members (other than chair) | $6,000 | $7,500 | | Retainer for chair | $12,000 | $15,000 | | Nominating and Corporate Governance Committee: | | | | Members (other than chair) | $4,000 | $5,000 | | Retainer for chair | $8,000 | $10,000 | | Science & Technology Committee: | | | | Members (other than chair) | $4,000 | $4,000 | | Retainer for chair | $8,000 | $8,000 |
Non-Employee Director Compensation Policy
In addition, the non-employee director compensation policy provides that, upon initial election to our Board of Directors, each non-employee director will be granted an option to purchase a number of shares equal to 0.1% of the total number of shares of our common stock issued and outstanding on the grant date, or the Initial Grant. The Initial Grant vests in equal monthly installments over three years from the grant date, subject to continued service as a director through the applicable vesting date. Furthermore, each non-employee director who continues as a non-employee director following the Annual Meeting will be granted an annual option to purchase a number of shares equal to 0.05% of the total number of shares of our common stock issued and outstanding on the grant date, or the Annual Grant. The Annual Grant vests in 12 equal monthly installments, subject to continued service as a director through the applicable vesting date. Such awards are subject to full accelerated vesting upon the sale of the company. We reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending meetings of the Board of Directors and committees.
2024 Director Compensation Table
2024 Director Compensation Table The following table presents the total compensation for each person who served as a non-employee member of our Board of Directors during the year ended December 31, 2024. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards to or pay any other compensation to any of the non-employee members of our Board of Directors for 2024.
2024 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | Total ($) | | Jeffrey Chodakewitz, M.D. | 53,170 | 303,099 | 356,269 | | Merit Cudkowicz, M.D. | 57,170 | 303,099 | 360,269 | | Jill DeSimone | 60,633 | 303,099 | 363,732 | | Dean Mitchell | 85,878 | 303,099 | 388,977 | | Gregory Norden | 65,218 | 303,099 | 368,317 | | William Young | 58,341 | 303,099 | 361,440 |
2024 Director Compensation Table
_____________________ (1)The amount reported represents the aggregate grant date fair value of stock options awarded during fiscal year 2024, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 11 of our consolidated financial statements included in our 2024 Annual Report. The amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic value that may be received by our directors upon the exercise of the stock options or any sale of the underlying shares of common stock. (2)As of December 31, 2024, Dr. Chodakewitz held options to purchase 14,585 shares of our common stock, Dr. Cudkowicz held options to purchase 14,585 shares of our common stock, Ms. DeSimone held options to purchase 13,532 shares of our common stock, Mr. Mitchell held options to purchase 17,864 shares of our common stock, Mr. Norden held options to purchase 20,136 shares of our common stock and Mr. Young held options to purchase 20,312 shares of our common stock.