Alex Nemiroff
About Alex Nemiroff
Alex Nemiroff, J.D., is General Counsel and Corporate Secretary of Praxis Precision Medicines (PRAX), serving since June 2020; he was previously VP of Legal (Jan–Jun 2020). He holds a B.B.A. from the University of Michigan’s Ross School of Business and a J.D. from Northwestern University School of Law; age 46 as of Apr 30, 2025 . Company performance context: Pay-Versus-Performance shows 2024 cumulative TSR index at $9.33 and GAAP Net Income of -$183 million; Praxis states it does not use financial performance measures in setting NEO pay, focusing instead on clinical/R&D and business objectives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Praxis Precision Medicines | General Counsel, Corporate Secretary | Jun 2020–present | Oversees legal, governance, securities compliance |
| Praxis Precision Medicines | VP Legal | Jan 2020–Jun 2020 | Built in-house legal function |
| RogCon, Inc. / RogCon U.R., Inc. | Co-founder & CEO | Nov 2015–present | Neurology-focused cooperation/licensing relationship with Praxis |
| Greenberg Traurig LLP | Commercial & securities litigation | n/d | Litigation experience |
| U.S. District Court (S.D. Fla.) | Law Clerk to Hon. Paul C. Huck | n/d | Federal clerkship foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| RogCon, Inc. / RogCon U.R., Inc. | Co-founder & CEO | Nov 2015–present | Related party; Praxis has agreements with RogCon |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | 400,000 | 442,940 | 456,228 |
| Target Bonus (%) | 40% | 40% | 40% |
| Actual Bonus Paid ($) | 176,000 | 354,352 | n/d |
| Stock Awards ($) | — | 444,132 | n/d |
| Option Awards ($) | 265,767 | 2,657,652 | n/d |
| Corporate Bonus Factor | 110% of target (2023) | 200% of target (2024) | n/d |
Performance Compensation
| Incentive Type | Grant Date | Shares/Units | Exercise/Grant Price | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Stock Option | 1/12/2024 | 30,000 | 43.37 | 980,850 | Company disclosed options were granted within 1 business day of material 8-K filing (402(x) timing). Vesting terms by award (see below) |
| Stock Option (Award A) | 1/12/2024 | 15,000 ex./15,000 unex. | 43.37 | n/d | 50% vested at grant; remaining 50% vests: 25% at 1st anniversary, then 36 monthly installments |
| Stock Option (Award B) | 2024 | 1,516 ex./27,301 unex. (total 28,817) | 56.94 | n/d | Vests 7/48ths on 7/29/2024; remaining monthly over 41 months |
| RSUs (unvested at YE) | As of 12/31/2024 | 7,800 | n/a | 600,288 (market value at $76.96) | RSUs vest in equal annual installments over four anniversaries |
Notes:
- Company states it does not tie executive compensation “actually paid” to financial performance measures; incentive metrics focus on clinical/R&D and business objectives .
- Equity grant timing aligned to disclosure cadence; options granted within one day following material 8-K filings in 2024 (Item 402(x)) .
Equity Ownership & Alignment
| Metric (as of Apr 28, 2025) | Amount |
|---|---|
| Common shares owned | 3,943.667 |
| Options exercisable within 60 days | 49,777 |
| Total beneficial ownership (shares) | 53,720.667 |
| % of shares outstanding (20,368,909) | <1% |
| Hedging policy | Officers and directors prohibited from hedging/derivatives on Company securities |
| Pledging disclosure | Not disclosed |
| Ownership guidelines | Not disclosed |
Employment Terms
| Provision | 2025 Terms |
|---|---|
| Employment status | At-will; General Counsel |
| Severance (without cause/good reason) | Salary continuation: 9 months; earned but unpaid prior-year bonus; prorated current-year bonus based on actual performance; Company-paid COBRA up to 9 months or earlier re-eligibility |
| Change-of-Control (CoC) window & trigger | Double-trigger if termination occurs within 3 months before or 18 months after CoC |
| CoC cash severance | Lump sum: 1.0x (salary + target bonus) plus prorated target bonus; earned but unpaid prior-year bonus |
| CoC benefits | COBRA for 12 months; accelerated vesting of 100% of time-based equity; performance-vesting per award terms |
| 280G/4999 excise | Cutback to maximize net after-tax benefit (no gross-up) |
| Clawback | Equity awards subject to clawback/forfeiture per plan/policy and applicable law |
Comparative note: Prior summary (2024) disclosed a 12-month CoC window and 1.5x CEO; Nemiroff’s non-CoC severance then did not include prorated bonus; 2025 summary adds prorated bonus and extends CoC window .
Compensation Committee & Governance
- Compensation Committee: William Young (Chair), Jill DeSimone, Dean Mitchell, Gregory Norden; all independent .
- Compensation consultant: FW Cook engaged in 2024; Compensation Committee assessed independence and found no conflicts .
- Annual say-on-pay vote held; Board recommends “FOR” .
Related Party Transactions (Governance Red Flags)
- RogCon agreements: Praxis advanced up to $1.0M in 2018, later applied to license; cooperation and license agreement entered in 2019; Nemiroff is RogCon co-founder & CEO .
Investment Implications
- Pay-for-performance alignment: Bonus structure linked to clinical/R&D objectives (not financial metrics); 2024 corporate factor at 200% suggests strong achievement of internal milestones, but investors should map this to external value creation and TSR trends (CAP TSR index low) .
- Equity-heavy incentives and vesting: Significant 2024 option grants with accelerated schedules (50% vest at grant for one award; front-loaded vesting for another) create potential near/medium-term selling pressure upon vesting and option exercises; monitor Form 4s around monthly vest dates .
- Retention risk: Standard severance (9 months) and moderate CoC (1x salary+target) terms provide retention balance; extended CoC window (3 months pre/18 post) and full time-based acceleration could influence retention during strategic transactions .
- Governance caution: Related-party ties to RogCon warrant continued scrutiny of transaction terms and board oversight; hedging prohibition is positive alignment, but pledging policy not disclosed .
Focus catalysts: Equity vesting cadence, any 10b5-1 plans, and upcoming clinical readouts that drive bonus outcomes and option value.
Appendix: Key Company Performance Context (PVP)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Company TSR (Indexed $100 start) | $35.81 | $4.33 | $2.70 | $9.33 |
| Peer Group TSR (SPSIBITR Indexed) | $79.62 | $59.22 | $63.82 | $64.57 |
| GAAP Net Income ($mm) | -167 | -214 | -123 | -183 |
| Company-selected measure | N/A (no financial measures used) |
All periods per SEC PVP disclosures.
Sources:
- Executive biography and roles .
- Fixed and variable compensation tables and narratives .
- Equity awards and vesting schedules .
- Beneficial ownership .
- Employment terms, severance, and CoC .
- Compensation committee and consultant .
- Say-on-pay policy .
- Hedging policy .
- Related party transactions (RogCon) .
- Pay-Versus-Performance metrics .