DEF 14A of Praxis Precision Medicines, Inc.
Filed Apr 30, 2026 · FY20250001689548-26-000039
ELECTION OF CLASS III DIRECTORS
ELECTION OF CLASS III 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. Gregory Norden, Marcio Souza and William Young 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 III director of the Company until the 2029 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 Gregory Norden, Marcio Souza and William Young for election as the Class III 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 III Directors
Nominees for Election as Class III Directors The following table identifies our director nominees, and is followed by biographical information as of April 30, 2026.
Nominees for Election as Class III Directors
| Name | Positions and Offices Held with Praxis | Director Since | Age | | Gregory Norden | Director | 2019 | 68 | | Marcio Souza | President, Chief Executive Officer, Director | 2020 | 47 | | William Young | Director | 2016 | 81 |
Nominees for Election as Class III Directors
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. (“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 an Executive 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 founded the Young Institute for advanced manufacturing of pharmaceuticals at Purdue University and chairs its advisory council. 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.
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, 2026.
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 | 70 | | Dean Mitchell | Chairman, Director | 2020 | Class I—2027 | 70 | | Stuart Arbuckle | Director | 2026 | Class II—2028 | 60 | | Jeffrey Chodakewitz, M.D. | Director | 2019 | Class II—2028 | 70 | | Merit Cudkowicz, M.D. | Director | 2020 | Class II—2028 | 63 | | Jeffrey Kindler | Director | 2026 | Class II—2028 | 70 |
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. (“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 (“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 Indegene Limited, a digital-first life sciences commercialization company publicly listed in India. Ms. DeSimone previously served on the boards of directors of Kinnate Biopharma, Inc. (acquired by XOMA Corporation in 2024), Oncternal Therapeutics, Inc. (ceased operations following asset sale in 2025), iTeos Therapeutics, Inc. (acquired by Concentra Biosciences in 2025) and Affini-T Therapeutics, Inc. (ceased operations in 2025). 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 board of directors of Theravance Biopharma, Inc. (NASDAQ: TBPH). He also serves as chairman of the board of directors of Recode Therapeutics, a private company. Mr. Mitchell previously served on the boards of directors of ImmunoGen Inc., Kinnate Biopharma Inc. and Precigen, Inc. 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 II Directors (term expires at the 2028 Annual Meeting of Stockholders)
Class II Directors (term expires at the 2028 Annual Meeting of Stockholders) Stuart Arbuckle has served as a member of our board of directors since January 2026. Mr. Arbuckle previously served as the Executive Vice President and Chief Operating Officer of Vertex Pharmaceuticals Incorporated (“Vertex”) from August 2021 to July 2025, where he was responsible for the company’s Global Commercial team, Portfolio and Program Management, Human Resources and Corporate Communications. Prior to that role, he served as Executive Vice President and Chief Commercial Officer at Vertex from September 2012 to March 2021. Prior to joining Vertex, Mr. Arbuckle held several commercial leadership positions at Amgen Inc., including leading sales and marketing efforts for Amgen Inc.’s portfolio of cancer medicines and as Vice President and Regional General Manager at Amgen Inc., where he led efforts to expand the company’s presence in Asia, the Middle East, and Africa. Prior to these roles, Mr. Arbuckle spent 15 years at GlaxoSmithKline plc, where he held sales and marketing roles for medicines aimed at treating metabolic, respiratory, musculoskeletal, cardiovascular and other diseases. Mr. Arbuckle currently serves on the boards of directors of Rhythm Pharmaceuticals, Inc. (NASDAQ: RYTM) and Alnylam Pharmaceuticals, Inc. (NASDAQ: ALNY). Mr. Arbuckle previously served as member of the board of directors of ImmunoGen, Inc. Mr. Arbuckle holds a BSc in Pharmacology and Physiology from the University of Leeds in the United Kingdom. We believe Mr. Arbuckle is qualified to serve on our Board of Directors because of his significant leadership experience in the biopharmaceutical industry, including executive roles that drove commercial growth. 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. (“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. 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 inaugural Executive Director of the Massachusetts General Brigham Neuroscience Institute since February 2025. She previously served as the Chair of Neurology at Massachusetts General Hospital from 2012 to January 2025. Dr. Cudkowicz 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. Jeffrey Kindler, J.D., has served as a member of our board of directors since January 2026. Mr. Kindler has served as Chief Executive Officer of Centrexion Therapeutics Corp., a private biopharmaceutical company, since October 2013, and as Founding Partner and Co-Chair of the Pioneer Collective, a leadership accelerator for healthcare C-suite executives, since January 2024. He previously served as Senior Advisor to Blackstone Group, an investment firm, from June 2020 to September 2025, and as Venture Partner at Artis Ventures, a venture investment firm from January 2020 to February 2024. Mr. Kindler previously served as Chairman and Chief Executive Officer of Pfizer Inc. from 2006 to 2010. He joined Pfizer in 2002 as Executive Vice President and General Counsel and, prior to his appointment as Chief Executive Officer, served as a Vice Chairman responsible for Pfizer’s corporate affairs. Prior to Pfizer, Mr. Kindler served as Executive Vice President and General Counsel at McDonald’s Corporation, President at Partner Brands and Vice President of Litigation and Legal Policy at the General Electric Company. Mr. Kindler is a member of the boards of directors of Perrigo Company plc (NYSE: PRGO), Precigen, Inc. (NASDAQ: PGEN), Terns Pharmaceuticals, Inc. (NASDAQ: TERN) and Lupin Limited, a transnational pharmaceutical company. Mr. Kindler previously served on the boards of directors of vTv Therapeutics Inc., PPD, Inc., and SIGA Technologies, Inc. Mr. Kindler received his undergraduate degree from Tufts University and J.D. from Harvard Law School. We believe Mr. Kindler is qualified to serve on our board of directors because of his extensive leadership experience as both an executive and director within the biopharmaceutical industry.
2025 Compensation Highlights
2025 Compensation Highlights Our executive compensation program is built on a strong pay-for-performance philosophy, in which the financial interests of our executive officers align with those of our stockholders and our overall corporate goals. Our executive compensation program is designed to reinforce this alignment by linking a significant portion of compensation to long-term, performance-based outcomes. In 2025, total compensation paid to each of our NEOs reflects a competitive mix of cash and equity compensation, with a significant portion of target total annual compensation being “at risk” based on overall company performance. We consider compensation to be “at risk” if it is based on performance or tied to our stock price, which for 2025, consisted of our annual cash incentives and long-term equity awards. For 2025, approximately 91% of our Chief Executive Officer’s and 81% of the average of our other NEOs’ target total annual compensation was “at risk.” Historically, we have provided long-term incentive awards to our executive officers in the form of stock options and time-based restricted stock units (“RSUs”). In December 2025, in light of our significant pipeline progress and our transition to a larger-capitalization peer group following stock price appreciation in excess of 200% (as described in more detail below), the Compensation Committee, with the assistance of Frederic W. Cook & Co., Inc. (“FW Cook”) undertook a comprehensive review of the Company’s long-term incentive program design. Following this review, the Compensation Committee approved a meaningful evolution of the annual equity award program for 2026, introducing performance-based restricted stock units (“PSUs”) as a third equity vehicle, along with our existing stock options and time-based RSUs. As part of annual grants in January 2026, our NEOs received PSUs tied to milestone attainments related to clinical and regulatory progress in our portfolio as well as revenue achievements. The Compensation Committee believes this mix of equity awards reflects the Company’s current stage of development, balancing the need for meaningful performance accountability through PSUs, sustained long-term stock price incentives through stock options and retention stability through RSUs.
2025 Say-on-Pay Vote and Stockholder Engagement
2025 Say-on-Pay Vote and Stockholder Engagement At our 2025 Annual Meeting of Stockholders, approximately 61% of the votes cast supported our say-on-pay proposal. However, in the prior year, our stockholders exhibited stronger support for our executive compensation proposals, with an approval rate of 71% for 2024. In an effort to understand stockholder concerns and garner stronger support for our executive compensation programs, following the annual meeting, members of management spoke with a number of our largest stockholders, with ownership reflecting more than 70% of the shares outstanding at the time, to better understand perspectives on our executive compensation program. We also considered feedback from proxy advisory firms. Stockholders expressed feedback on several aspects of our executive compensation program, including the alignment of pay and performance, the structure of our long-term incentive program (particularly the lack of performance-contingent equity) and the level and clarity of our disclosure (in particular, the limited disclosure regarding how bonuses were scored in 2024). Members of management and the Compensation Committee carefully considered this feedback and sought an appropriate balance in our executive compensation policies and practices to best serve the long-term interests of our stockholders, while attracting and retaining the talent necessary to achieve those interests. Specifically, the Compensation Committee took a number of responsive actions, with notable modifications including: introducing PSUs as part of the 2026 long-term equity compensation for NEOs, and enhancing our executive compensation disclosure to provide greater transparency regarding performance objectives, 2025 annual cash bonuses, pay decisions and the overall design of our compensation program. While these actions are intended to strengthen the alignment between executive compensation and Company performance and to improve transparency for our stockholders, the Compensation Committee determined to maintain the core elements of our compensation philosophy and program, which it believes appropriately support our business strategy and long-term value creation. The Compensation Committee will continue to actively engage with our stockholders and consider stockholder feedback, as well as the results of future say-on-pay votes, in making compensation decisions.
Executive Compensation Program Governance
| What We Do | | What We Do Not Do | | | ☑ | Emphasize performance-based, at risk compensation | ☒ | Do not provide automatic or guaranteed annual salary increases, annual bonus payments or long-term equity incentive awards | | ☑ | Balance short-term and long-term incentive compensation | ☒ | Do not provide significant perquisites to our executive officers | | ☑ | Maintain an industry-specific and size-appropriate peer group | ☒ | Do not permit hedging or pledging of Company common stock | | ☑ | Use double-trigger change of control protection for our executive officers | ☒ | Do not grant stock options with an exercise price that is less than the fair market value of our common stock on the date of grant | | ☑ | Maintain a rigorous clawback (recoupment) policy applicable to current and former executive officers in compliance with Nasdaq listing standards and Rule 10D-1 under the Exchange Act | ☒ | Do not allow for repricing our stock options without stockholder approval | | ☑ | Maintain an independent Compensation Committee | | | | ☑ | Engage an independent compensation consultant to advise our Compensation Committee | | |
Role of Compensation Consultant
Role of Compensation Consultant The Compensation Committee retained FW Cook as its independent compensation consultant in 2025. FW Cook was responsible for providing objective analysis, advice and recommendations on executive officer pay to the Compensation Committee. During 2025, FW Cook did not provide services to us other than the services to our Compensation Committee described herein. Our Compensation Committee performs an annual assessment of its compensation consultants’ independence to determine whether the consultants are independent. Based on its evaluation, the Compensation Committee has determined that FW Cook is independent and that its work has not raised any conflicts of interest.
Compensation Peer Group
Compensation Peer Group In making decisions regarding 2025 compensation, our Compensation Committee, using analyses conducted by FW Cook, evaluated a peer group of companies based on the following criteria: •Company Type: Publicly-traded, standalone companies; •Industry and Stage: Pre-commercial drug development companies, with a preference for companies focused in central nervous system disorders; and •Market Capitalization: Range of ~$500 million and $3 billion. Based on these criteria, our peer group for 2025 executive compensation determinations consisted of the following companies:
Compensation Peer Group
| Alector, Inc. | Keros Therapeutics, Inc. | Stoke Therapeutics, Inc. | | Allogene Therapeutics, Inc. | Nuvalent, Inc. | Ultragenyx Pharmaceutical Inc. | | Arvinas, Inc. | REGENXBIO Inc. | uniQure N.V. | | Avidity Biosciences, Inc. | Recursion Pharmaceuticals, Inc. | Voyager Therapeutics, Inc. | | Beam Therapeutics Inc. | Rocket Pharmaceuticals, Inc. | Wave Life Sciences Ltd. | | Denali Therapeutics Inc. | Scholar Rock Holding Corporation | Xenon Pharmaceuticals Inc. | | Dyne Therapeutics, Inc. | | |
Compensation Peer Group
However, during the course of 2025, the Company experienced a substantial increase in its market capitalization, growing from approximately $1.49 billion at December 31, 2024 to approximately $7.43 billion at December 31, 2025 – a nearly 5x increase over the course of the year. This growth significantly outpaced the peer group established for fiscal year 2025, and as a result, by the end of 2025, the peer group no longer reflected companies of comparable size, scale or complexity. For purposes of compensation for fiscal year 2026, the Compensation Committee, in consultation with FW Cook, reexamined our peer group and referred to the same criteria listed above, but adjusted the market capitalization range to between ~$3 billion and $16 billion to reflect the Company’s current scale and to provide a more appropriate competitive reference point going forward. Based on these criteria, our peer group for 2026 executive compensation determinations consisted of the following companies:
Compensation Peer Group
| ACADIA Pharmaceuticals Inc. | Corcept Therapeutics, Incorporated | Neurocrine Biosciences, Inc. | | Alkermes plc | Cytokinetics, Incorporated | Nuvalent, Inc. | | Apellis Pharmaceuticals, Inc. | Denali Therapeutics Inc. | PTC Therapeutics, Inc. | | Arrowhead Pharmaceuticals, Inc. | Halozyme Therapeutics, Inc. | Ultragenyx Pharmaceutical Inc. | | Avidity Biosciences, Inc. | Immunovant, Inc. | Viking Therapeutics, Inc. | | Axsome Therapeutics, Inc. | Ionis Pharmaceuticals, Inc. | Xenon Pharmaceuticals Inc. | | Biohaven Ltd. | Jazz Pharmaceuticals plc | | | BridgeBio Pharma, Inc. | Madrigal Pharmaceuticals, Inc. | |
Cash Incentive Compensation
Cash Incentive Compensation In addition to base salaries, our NEOs are eligible to receive annual performance-based cash bonuses, which are designed to incentivize executives to achieve the Company’s corporate goals for the year. Each NEO’s target annual bonus is expressed as a percentage of base salary and is set at a level intended to ensure competitive total annual cash compensation. In setting target bonus percentages, the Compensation Committee reviews peer group market data and internal relativity across the executive team. In 2025, the Compensation Committee, and the Board of Directors in the case of the Chief Executive Officer, determined to hold target bonus percentages flat relative to 2024 for each NEO, reflecting each executive’s role and level of responsibility within our organization. The effect of this was that target cash compensation was generally near the median of the peer group. The NEOs’ target bonus percentages were as follows:
Cash Incentive Compensation
| Named Executive Officer | Target Bonus Percentage (% of Base Salary) | | Marcio Souza | 75% | | Timothy Kelly | 40% | | Alex Nemiroff | 40% |
Cash Incentive Compensation
Annual bonuses for all employees, including our NEOs, are determined based on the achievement of pre-established Company performance goals. The Compensation Committee believes that tying bonuses to a unified set of corporate objectives reinforces cross-functional accountability, ensures that the entire leadership team is aligned to the Company’s most important priorities, and directly links executive compensation to outcomes that create value for patients and stockholders. The Compensation Committee establishes corporate performance goals each year and the Compensation Committee evaluates performance against these goals at the close of the year, taking into account both quantitative achievements and qualitative factors, including the significance and difficulty of the outcomes achieved. Actual bonus payouts may range from 0% to a maximum determined by the Compensation Committee. In 2025, the Board approved the Company’s corporate goals with weighted performance objectives focused on pipeline advancement, regulatory execution, quality and compliance, organizational effectiveness and other corporate developments in relation to the Company’s undisclosed pipeline. As described in further detail below, the Company’s performance during 2025 was transformational. Following the end of the year, the Compensation Committee evaluated the Company’s performance against the predetermined corporate goals and the manner in which the Company was set up to succeed during 2026. It also considered the significant increase in stock price and overall market capitalization in 2025, as well as recognizing that decisions regarding competitive compensation levels made by reference to the 2025 peer group were based on companies that had become much smaller relative to the Company. The Compensation Committee determined that the Company achieved its corporate goals at a level reflecting exceptional execution. Key achievements supporting this determination included: •Clinical Development Progress: Significant advancement across the Company’s late-stage pipeline, including (i) positive pivotal results from the Essential3 program for ulixacaltamide and positive results from the EMBOLD study, supporting advancement of both programs toward registration; (ii) continued progress in the ENERGY program for vormatrigine, including completion of enrollment in the POWER1 study, initiation of the POWER2 study and positive topline results from the RADIANT study; (iii) advancement of our DEE programs, including progress in the EMERALD and EMBRAVE3 registrational programs for relutrigine and elsunersen, respectively. •Regulatory Execution: Substantial progress toward key regulatory milestones, including completion of pivotal studies, alignment with the FDA on regulatory pathways and advancement of both ulixacaltamide and relutrigine to NDA-readiness, positioning the Company to submit NDAs for both programs in early 2026. •Financial Performance and Capital Strategy: Strengthening of the Company’s balance sheet through a follow-on public offering, supporting continued investment in the advancement of its pipeline, late-stage clinical programs and pre-commercial preparations. •Operational / Organizational Milestones: Expansion of the Company’s organizational capabilities to support multiple concurrent registrational programs and anticipated NDA submissions, while maintaining strong compliance performance, quality systems and inspection readiness across clinical and manufacturing operations. Based on this performance, the Compensation Committee determined that the Company achieved its 2025 corporate objectives at an exceptional level and approved a corporate performance multiplier of 300%. In making this determination, the Compensation Committee considered the Company’s achievement of a transformational, pre-commercial inflection point, characterized by the generation of multiple positive pivotal data sets, advancement of two programs to NDA-readiness and positioning for near-term regulatory submissions. The Compensation Committee also considered the significant value created for stockholders through the clinical validation of the Company’s pipeline, its advancement towards pre-commercial stage and the strengthening of the Company’s financial position. Taken together, these achievements, delivered against a compensation framework anchored to a peer group the Company had dramatically outgrown by year-end, reflect a level of execution the Compensation Committee views as extraordinary by any measure. Consistent with a pay-for-performance philosophy, the Compensation Committee determined that this bonus multiplier was appropriate and aligned with stockholder interests, reflecting performance outcomes that substantially exceeded target expectations. The NEOs’ 2025 performance bonuses are set forth in the column entitled “Non-Equity Incentive Plan Compensation” in the “2025 Summary Compensation Table” below.
Equity-Based Long-Term Incentive Awards
Equity-Based Long-Term Incentive Awards We believe that equity awards provide our executives with a strong link to our long-term performance, bolster an ownership culture and help to align the interests of our executives and our stockholders. Equity awards constitute the largest component of target total annual compensation for each of our NEOs, reflecting our philosophy that a substantial majority of executive officer pay should be variable and contingent on the long-term creation of stockholder value. Our long-term incentive program is designed to achieve three connected objectives: creating a direct link between executive compensation and long-term stock price and operational performance; reinforcing retention by requiring meaningful service commitments or performance achievement before awards vest; and cultivating an ownership culture in which our leaders are deeply aligned with the stockholders whose capital they steward. The Compensation Committee’s practice is to grant annual equity awards to all employees, including executive officers, early in the first quarter of each fiscal year. The Compensation Committee reviews the design, size, and mix of equity awards in consultation with FW Cook, taking into account competitive market data, individual contributions and the Company’s evolving strategic priorities. In January 2025, our NEOs were granted the following awards of stock options and RSUs:
Equity-Based Long-Term Incentive Awards
| Named Executive Officer | Number of Shares Underlying Stock Options | Number of RSUs | | Marcio Souza | 75,000 | 37,500 | | Timothy Kelly | 25,000 | 12,500 | | Alex Nemiroff | 22,500 | 11,250 |
Equity-Based Long-Term Incentive Awards
In determining the size of the 2025 annual equity awards for the NEOs, the Compensation Committee evaluated the proposed size of each award as a percentage of the Company’s total shares outstanding — a methodology the Compensation Committee considers the most relevant measure because it is not impacted by stock price and considers the dilution to stockholders. The Compensation Committee also considered the grant date fair value of the awards as a secondary measure. The awards were allocated between the NEOs based on the relative expected contribution to 2026 and beyond, as well as market data for their specific position. The awards were viewed as a 50/50 mix of stock options and RSUs, with one RSU treated as equivalent to two stock options. Stock options were utilized to require continued price growth in order to provide the holder with value, while RSUs were utilized to ensure retention through potential future market volatility in recognition of the long clinical and commercial horizon for our pipeline. The stock option awards vest over a four-year period, with 25% vesting on the first anniversary of the grant date and the remaining 75% vesting in 36 equal monthly installments thereafter. The RSUs vest in equal annual installments over a four-year period beginning on the one-year anniversary of the grant date. For 2026 annual equity grants, the Compensation Committee introduced PSUs tied to milestone attainments related to clinical, regulatory and revenue achievements as a third equity vehicle for executive officers. This change reflects the Compensation Committee’s commitment to strengthening the link between executive pay and Company performance.
Severance and Change of Control Arrangements
Severance and Change of Control Arrangements We are party to employment agreements with each of our NEOs, which provide for severance benefits and payments upon certain terminations without cause or resignations for good reason. Our Compensation Committee believes that these types of arrangements are necessary to attract and retain executive talent and are a customary component of executive compensation. In particular, such arrangements can mitigate a potential disincentive for our NEOs when they are evaluating a potential acquisition of the Company and can encourage retention through the conclusion of the transaction. The payments and benefits provided under our severance and change of control arrangements are designed to be competitive with market practices. A description of these arrangements, as well as information on the estimated payments and benefits that our NEOs would have been eligible to receive as of December 31, 2025, are set forth under “Potential Payments Upon Termination or Change of Control” in the “Executive Compensation” section.
2025 Summary Compensation Table
2025 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.
2025 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 | 2025 | 659,200 | 2,368,125 | 3,691,125 | 1,483,200 | 506,998 | 8,708,648 | | | 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 | 2025 | 526,845 | 789,375 | 1,230,375 | 632,215 | 22,384 | 3,201,194 | | | 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 | 2025 | 456,228 | 710,438 | 1,107,338 | 547,474 | 22,305 | 2,843,783 | | | 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 |
2025 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 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 10 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. 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 RSUs 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 in the Compensation Discussion and Analysis above under “—Elements of 2025 Compensation—Cash Incentive Compensation.” (3)Amounts reported for 2025 include cell phone allowances, tax gross-up payments on taxable long-term disability policies and tax gross-up payments for wellness benefits, as well as discretionary matching company contributions under our 401(k) plan ($21,000 for each NEO). For Mr. Souza, the amounts reported also include (i) reimbursement for premiums on a supplemental long-term disability and life insurance policy owned by him and related tax gross-up payments; and (ii) a previously contractually defined, one-time reimbursement associated with securing an apartment in the Boston area where the Company’s headquarters is located ($260,000) along with related tax gross-up payments ($210,790).
Grants of Plan-Based Awards in Fiscal 2025
Grants of Plan-Based Awards in Fiscal 2025 The following table provides supplemental information relating to grants of plan-based awards made during fiscal 2025 to help explain information provided above in our Summary Compensation Table. This table presents information regarding all grants of plan-based awards occurring during fiscal 2025.
Grants of Plan-Based Awards in Fiscal 2025
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards Target ($)(1) | All Other Stock Awards: Number of Shares or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Marcio Souza | — | 494,400 | — | — | — | — | | | 01/10/2025 | — | 37,500 | — | — | 2,368,125 | | | 01/10/2025 | — | — | 75,000 | 63.15 | 3,691,125 | | Timothy Kelly | — | 210,738 | — | — | — | — | | | 01/10/2025 | — | 12,500 | — | — | 789,375 | | | 01/10/2025 | — | — | 25,000 | 63.15 | 1,230,375 | | Alex Nemiroff | — | 182,491 | — | — | — | — | | | 01/10/2025 | — | 11,250 | — | — | 710,438 | | | 01/10/2025 | — | — | 22,500 | 63.15 | 1,107,338 |
Grants of Plan-Based Awards in Fiscal 2025
_________________________ (1)The amounts represent the target bonus opportunity payable to each NEO under our 2025 annual bonus program as described under “— Elements of 2025 Compensation — Cash Incentive Compensation” above. The actual amounts paid to each named executive officer for 2025 are provided in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.” As there are no threshold amounts or no maximum limit with respect to these bonus payments, the columns “Threshold ($)” and “Maximum ($)” are inapplicable and therefore have been omitted from this table. (2)The RSUs vest in equal annual installments over a four-year period beginning on the first anniversary of the grant date. (3)The options vest over a four-year period, with 25% vesting on the first anniversary of the grant date and the remaining 75% vesting in 36 equal monthly installments thereafter. (4)The exercise price of these stock options is equal to the closing price of our common stock as reported on the Nasdaq Global Select Market on the grant date. (5)Amounts represent the grant date fair value of the named executive officer’s stock options and RSUs, calculated in accordance with the provisions of FASB ASC Topic 718. The grant date fair value of our RSUs is based on the closing market price of the Company’s common stock on the date of grant. The grant date fair value of our stock options is calculated using a Black-Scholes valuation model. The assumptions that we used to calculate these amounts are discussed in Note 10 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by the NEO upon the exercise of the stock options, vesting or settlement of RSUs or any sale of the underlying shares of common stock.
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2025. 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 2025 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 | 12,319 | — | 787.95 | 02/12/2031 | — | — | | | 01/07/2022 | 16,907 | 358 | 271.65 | 01/07/2032 | 1,233 | 363,414 | | | 06/22/2022 | 5,812 | 854 | 31.80 | 06/22/2032 | — | — | | | 01/12/2023 | 14,265(4) | — | 44.40 | 01/12/2033 | — | — | | | 01/12/2023 | 20,653 | 7,680 | 44.40 | 01/12/2033 | — | — | | | 01/12/2024 | 73,958(5) | 26,042 | 43.37 | 01/12/2034 | — | — | | | 01/12/2024 | 92,499(6) | 92,501 | 56.94 | 07/29/2034 | — | — | | | 01/10/2025 | — | 75,000 | 63.15 | 01/10/2035 | 37,500 | 11,052,750 | | Timothy Kelly | 05/25/2021 | 13,332 | — | 296.10 | 05/25/2031 | — | — | | | 01/07/2022 | 5,483 | 116 | 271.65 | 01/07/2032 | 400 | 117,896 | | | 06/22/2022 | 3,793 | 540 | 31.80 | 06/22/2032 | — | — | | | 01/12/2023 | 2,830(7) | — | 44.40 | 01/12/2033 | — | — | | | 01/12/2023 | 7,284 | 2,715 | 44.40 | 01/12/2033 | — | — | | | 01/12/2024 | 22,187(5) | 7,813 | 43.37 | 01/12/2034 | — | — | | | 01/12/2024 | 18,199(6) | 18,201 | 56.94 | 07/29/2034 | 5,850 | 1,724,229 | | | 01/10/2025 | — | 25,000 | 63.15 | 01/10/2035 | 12,500 | 3,684,250 | | Alex Nemiroff | 02/12/2021 | 2,892 | — | 787.95 | 02/12/2031 | — | — | | | 01/07/2022 | 4,112 | 87 | 271.65 | 01/07/2032 | 300 | 88,422 | | | 06/22/2022 | 3,794 | 539 | 31.80 | 06/22/2032 | — | — | | | 01/12/2023 | 5,818 | 2,181 | 44.40 | 01/12/2033 | — | — | | | 01/12/2024 | 22,187(5) | 7,813 | 43.37 | 01/12/2034 | — | — | | | 01/12/2024 | 18,199(6) | 18,201 | 56.94 | 07/29/2034 | 5,850 | 1,724,229 | | | 01/10/2025 | — | 22,500 | 63.15 | 01/10/2035 | 11,250 | 3,315,825 |
Outstanding Equity Awards at 2025 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, 2025 (the last trading day of 2025), which was $294.74. (4)The stock option was granted in lieu of all of Mr. Souza’s cash bonus for the fiscal year ended December 31, 2022, and was vested in full on the vesting commencement date. (5)The stock option vested as to 50% of the total shares on the vesting commencement date and the remaining 50% vests over a four-year period, with 25% of such shares vesting on the first anniversary of the vesting commencement date and the remaining shares vesting in 36 equal monthly installments thereafter. (6)The stock option vested as to 7/48ths of the total shares on July 29, 2024, and the remaining shares vest in substantially equal monthly installments over the following 41 months. (7)The stock option was granted in lieu of a portion of Mr. Kelly’s cash bonus for the fiscal year ended December 31, 2022, and was vested in full on the vesting commencement date.
Option Exercises and Stock Vested in Fiscal 2025
Option Exercises and Stock Vested in Fiscal 2025
Option Exercises and Stock Vested in Fiscal 2025
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Marcio Souza | — | — | 2,114 | 170,812 | | Timothy Kelly | — | — | 2,350 | 154,151 | | Alex Nemiroff | 25,130 | 2,998,719 | 2,456 | 163,991 |
Option Exercises and Stock Vested in Fiscal 2025
______________________ (1) The value realized upon the exercise of stock options is calculated by (a) subtracting the stock option exercise price from the market price on the date of exercise to get the realized value per share, and (b) multiplying the realized value per share by the number of shares underlying the stock options exercised. Value realized on exercise of stock option awards does not represent proceeds from any sale of any common stock acquired upon exercise. (2) The value realized upon vesting of restricted stock units is calculated by multiplying (i) the number of restricted stock units vested by (ii) the closing market price of our common stock on the vesting date. The value does not necessarily reflect the actual proceeds received.
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control The amount of compensation and benefits payable to each NEO under the Employment Agreements in various termination and/or change of control situations has been estimated in the table below, which assumes that such termination and/or change of control occurred on December 31, 2025 (including for determining the value of equity vesting acceleration). For purposes of the following table, we have used $294.74 per share, which was the closing price of our common stock as reported on the Nasdaq Global Select Market on December 31, 2025, to estimate the value of our common stock upon acceleration.
Potential Payments Upon Termination or Change of Control
| Name | Benefit | Termination Without Cause or for Good Reason (no Change of Control) ($)(1) | Termination Without Cause or for Good Reason in Connection with a Change of Control ($)(2) | | Marcio Souza | Cash Severance(3) | 659,200 | 2,018,800 | | | Prorated Annual Bonus(4) | 1,483,200 | 494,400 | | | Equity Acceleration(5) | — | 59,483,758 | | | Continued Healthcare(6) | 37,174 | 55,761 | | | Total | 2,179,574 | 62,052,719 | | Timothy Kelly | Cash Severance(3) | 395,134 | 737,583 | | | Prorated Annual Bonus(4) | 632,215 | 210,738 | | | Equity Acceleration(5) | — | 18,432,616 | | | Continued Healthcare(6) | 27,881 | 37,174 | | | Total | 1,055,230 | 19,418,111 | | Alex Nemiroff | Cash Severance(3) | 342,171 | 638,719 | | | Prorated Annual Bonus(4) | 547,474 | 182,491 | | | Equity Acceleration(5) | — | 17,321,128 | | | Continued Healthcare(6) | 27,881 | 37,174 | | | Total | 917,526 | 18,179,512 |
Potential Payments Upon Termination or Change of Control
_________________________ (1)Payments and benefits payable upon termination by the Company without “cause” or resignation by the NEO for “good reason,” outside of a change of control window. (2)Payments and benefits payable upon termination by the Company without “cause” or resignation by the NEO for “good reason,” within three months before or 18 months following a “change of control.” These payments and benefits are in lieu of, not in addition to, the payments and benefits provided outside of a change of control. (3)Outside of a change of control, represents base salary continuation for 12 months (Mr. Souza) or nine months (Mr. Kelly and Mr. Nemiroff). In connection with a change of control, represents a lump sum cash payment equal to 1.75 times (Mr. Souza) or 1.0 times (Mr. Kelly and Mr. Nemiroff) the sum of the NEO’s annual base salary, plus the NEO’s target annual bonus for 2025. (4)Outside of a change of control, represents a pro-rated portion of the NEO’s annual bonus for fiscal year 2025 based on actual performance. In connection with a change of control, represents a pro-rated portion of the NEO’s target annual bonus for fiscal year 2025. Because the assumed termination date is December 31, 2025, the full-year amount is shown. (5)With respect to options, the value of equity acceleration was calculated by (i) multiplying the number of accelerated shares of common stock underlying the options by $294.74, the closing price of our common stock as reported on the Nasdaq Global Select Market on December 31, 2025 and (ii) subtracting the exercise price for the options. With respect to the RSUs, the value of equity acceleration was calculated by multiplying the number of accelerated RSUs by $294.74, the closing price of our common stock as reported on the Nasdaq Global Select Market on December 31, 2025. (6)Represents the lump sum aggregate premium payments that would be required to be paid to or on behalf of the NEO to provide continued health insurance coverage (medical, dental and vision) under COBRA (based on the NEO’s health insurance coverage as of December 31, 2025) for 12 months (Mr. Souza) or 9 months (Mr. Kelly and Mr. Nemiroff) outside of a change of control and 18 months (Mr. Souza) or 12 months (Mr. Kelly and Mr. Nemiroff) in connection with a change of control.
CEO Pay Ratio
CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of our Chief Executive Officer’s annual total compensation to the annual total compensation of our other employees. The annual total compensation for 2025 for our Chief Executive Officer was $8,708,648, as reported in the Summary Compensation Table. The annual total compensation for 2025 for our median employee, identified as discussed below, was $371,291, calculated in accordance with the rules applicable to the Summary Compensation Table. Based on this information, for 2025, the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of our other employees was approximately 23 to 1.
Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure
Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure We chose December 31, 2025 as the date for establishing the employee population used in identifying the median employee and used calendar year 2025 as the measurement period. We identified the median employee using the consistently applied compensation measure of cash compensation (consisting of annual base salary and actual bonuses) and the grant date fair value of equity awards for each employee employed as of December 31, 2025 (other than our Chief Executive Officer). We annualized the compensation measure for permanent employees who joined in 2025. We captured all full-time and part-time employees, consisting of approximately 145 individuals. The annual total compensation of the median employee and the annual total compensation of the CEO were calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported above should not be used as a basis for comparison between companies by other companies. In addition, we expect the Company’s annually reported pay ratio may vary significantly year over year, given the size of the Company and the potential variability in Company employee compensation.
Pay Versus Performance
Pay Versus Performance In accordance with the SEC’s disclosure requirements regarding pay versus performance (“PVP”) this section presents the SEC-defined Compensation Actually Paid (“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 Summary Compensation Table (“SCT”) 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 $100 Investment Based on: | | GAAP Net Income ($)(7) | Company Selected Measure (8) | | | | | | | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(6) | | | | 2025 | 8,708,648 | 55,529,782 | 3,022,489 | 16,985,222 | 35.71 | 124.75 | -303 | N/A | | 2024 | 13,427,668 | 20,637,736 | 3,981,473 | 5,322,101 | 9.33 | 93.49 | -183 | N/A | | 2023 | 2,120,512 | 1,398,586 | 933,453 | 726,983 | 2.70 | 94.03 | -123 | N/A | | 2022 | 6,028,078 | -17,643,206 | 2,450,241 | -1,656,422 | 4.33 | 89.90 | -214 | N/A | | 2021 | 10,905,820 | -62,152,872 | 4,118,514 | -6,315,773 | 35.81 | 100.02 | -167 | N/A |
Pay Versus Performance Table
_________________________ (1)The PEO (CEO) for all reporting years is Marcio Souza. The non-PEO NEOs in the 2025, 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 2025, the following amounts were deducted from and added to the total compensation number shown in the SCT:
Pay Versus Performance Table
| | 2025 | | | | PEO ($) | Average Non-PEO NEOs ($) | | Summary Compensation Table Total | 8,708,648 | 3,022,489 | | 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 | 6,059,250 | 1,918,763 | | Plus Fair Value of Equity Awards Granted During Fiscal Year that are Outstanding and Unvested at End of Year | 28,699,590 | 9,088,203 | | Plus (Less) Change in Fair Value of Equity Awards Granted in Any Prior Fiscal Year that are Outstanding and Unvested at End of Year | 23,691,477 | 6,740,903 | | Plus Fair Value at Vesting Date of Equity Awards Granted and Vested During the Fiscal Year | 0 | 0 | | Plus (Less) Change in Fair Value of Equity Awards granted in Prior Years that Vested During the Fiscal Year | 489,317 | 52,390 | | 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 | 55,529,782 | 16,985,222 |
Pay Versus Performance Table
(4)The fair value of stock options reported for CAP purposes is estimated using a Black-Scholes option pricing model for the purposes of this PVP calculation in accordance with FASB 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 2025 are as follows:
Pay Versus Performance Table
| | 2025 | | Volatility | 78.01% - 106.04% | | Expected life (in years) | 0.5 - 8.0 years | | Expected dividend yield | 0.00% | | Risk-free rate | 3.41% - 4.56% |
Pay Versus Performance Table
(5)Total Shareholder Return (“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 Nasdaq Biotechnology (Total Return) Index (“XNBI”) 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. The peer group index was updated from the S&P Biotechnology Select Industry Total Return Index (“SPSIBITR”) to better reflect our industry alignment. In comparison, the value of the $100 invested in the S&P Biotechnology Select Industry Total Return Index would be the following: 2025: $87.80; 2024: $64.57; 2023: $63.82; 2022: $59.22; 2021: $79.62. (7)Values shown are in millions. (8)The Company does not use any financial performance measures in setting or determining the compensation of its PEO or NEOs.
Narrative Disclosure to Pay Versus Performance
Narrative Disclosure to Pay Versus Performance
CEO Pay vs Performance: Total Shareholder Return (12/31/20 to 12/31/25)
CEO Pay vs Performance: Total Shareholder Return (12/31/20 to 12/31/25)
Average Other NEO Pay vs Performance: Total Shareholder Return (12/31/20 to 12/31/25)
Average Other NEO Pay vs Performance: Total Shareholder Return (12/31/20 to 12/31/25)
Pay Versus Performance Tabular List
Pay Versus Performance Tabular List We do not currently use any financial performance measures to link executive compensation actually paid to our performance and therefore, no tabular list is reported. The metrics that we use for incentive awards instead focus on clinical, research and development and general business-related objectives.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy Our non-employee director compensation policy enables us to attract and retain, on a long-term basis, highly qualified non-employee directors.
2025 Director Compensation Table
2025 Director Compensation Table The following table presents the total compensation for each person who served as a non-employee member of our Board of Directors during the year ended December 31, 2025. Other than as set forth in the table and described more fully above, we did not pay any compensation, make any equity awards or non-equity awards to or pay any other compensation to any of the non-employee members of our Board of Directors for 2025.
2025 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | Total ($) | | Jeffrey Chodakewitz, M.D. | 54,000 | 358,721 | 412,721 | | Merit Cudkowicz, M.D. | 58,000 | 358,721 | 416,721 | | Jill DeSimone | 62,500 | 358,721 | 421,221 | | Dean Mitchell | 86,500 | 358,721 | 445,221 | | Gregory Norden | 67,500 | 358,721 | 426,221 | | William Young | 60,000 | 358,721 | 418,721 |
2025 Director Compensation Table
_____________________ (1)The amount reported represents the aggregate grant date fair value of stock options awarded during fiscal year 2025, 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 10 of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. 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, 2025, Dr. Chodakewitz held options to purchase 25,105 shares of our common stock, Dr. Cudkowicz held options to purchase 25,105 shares of our common stock, Ms. DeSimone held options to purchase 24,052 shares of our common stock, Mr. Mitchell held options to purchase 16,133 shares of our common stock, Mr. Norden held options to purchase 30,656 shares of our common stock and Mr. Young held options to purchase 30,832 shares of our common stock.