Dean Mitchell
About Dean Mitchell
Dean Mitchell is the non-executive Chairman of the Board of Praxis Precision Medicines and an independent director since September 2020. He is 69 years old, holds an MBA from City University London and a B.Sc. in Biology from Coventry University, and brings multi-decade operating and board experience across biopharmaceuticals and therapeutics . The board has affirmatively determined he is independent under Nasdaq and SEC rules (all directors except the CEO are independent) . Praxis separates the CEO and Chair roles, with Mitchell leading the board’s oversight and governance while the CEO leads operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Covis Pharma Holdings S.à r.l. | Executive Chairman | Aug 2013–Mar 2020 | Led board through company sale |
| PaxVax Corporation | Chairman | Jan 2016–Oct 2018 | Oversaw strategic direction prior to sale |
| Lux Biosciences, Inc. | President & CEO | Jul 2010–Aug 2013 | Operated ophthalmology-focused biotech |
| Alpharma, Inc. | President & CEO | 2006–2008 | Led company until sale to King Pharmaceuticals |
| Guilford Pharmaceuticals, Inc. | President & CEO | 2004–2005 | Led oncology/acute care company until sale |
| Bristol-Myers Squibb Company | Senior Executive (Worldwide Medicines Group) | 2001–2004 | Senior roles in global pharma operations |
| GlaxoSmithKline plc | Various roles (sales, marketing, clinical, strategy) | 14 years | Progressive leadership across commercial and development |
External Roles
| Company | Role | Status | Notable Notes |
|---|---|---|---|
| Theravance Biopharma, Inc. (NASDAQ: TBPH) | Director | Current | Governance oversight for respiratory/biotherapeutics |
| Precigen Inc. (NASDAQ: PGEN) | Director | Current | Board role in synthetic biology/therapeutics |
| ImmunoGen Inc. | Director | Former | Company acquired by AbbVie in 2024 |
| Kinnate Biopharma Inc. | Director | Former | Company acquired by XOMA in 2024 |
Board Governance
- Structure: Praxis separates Chair and CEO, enhancing independent oversight; Mitchell serves as non-executive Chairman .
- Independence: Board determined Mitchell (and all directors other than the CEO) to be independent under Nasdaq/SEC standards .
- Committees: Compensation Committee member; Science & Technology Committee member; not on Audit or Nominating & Corporate Governance .
- Attendance: Board held 4 meetings in 2024; each director attended at least 75% of board and committee meetings; five of seven directors attended the 2024 annual meeting .
- Committee activity: Compensation Committee met 4 times (chair: William Young); Audit met 4 times (chair: Gregory Norden); Nominating met once (chair: Jeffrey Chodakewitz, M.D.) .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| 2024 Cash Fees (Mitchell) | $85,878 | Actual fees earned in 2024 |
| Board Annual Retainer | $40,000 | For non-employee directors |
| Additional Retainer (Non-Exec Chair) | $35,000 | Payable to chair of the board |
| Compensation Committee Member Fee | $7,500 | Increased May 31, 2024 |
| Science & Technology Committee Member Fee | $4,000 | Unchanged |
Performance Compensation
| Component | Grant Detail | Vesting | Change-of-Control Treatment |
|---|---|---|---|
| Annual Option Grant (Directors) | Option to purchase shares equal to 0.05% of outstanding shares at grant date | 12 equal monthly installments | Full accelerated vesting upon sale of the company |
| Initial Option Grant (Directors) | 0.1% of outstanding shares at grant date | Equal monthly installments over 3 years | Full accelerated vesting upon sale of the company |
| 2024 Option Award (Mitchell) | $303,099 grant-date fair value | Per director policy; time-based vesting | Options comprise majority of director pay mix |
Other Directorships & Interlocks
| Company | Industry Link | Potential Interlocks/Conflicts |
|---|---|---|
| Theravance Biopharma, Inc. | Biopharma | No disclosed related-party transactions with Praxis |
| Precigen Inc. | Synthetic biology/therapeutics | No disclosed related-party transactions with Praxis |
| Prior: ImmunoGen; Kinnate | Oncology/precision oncology | Former roles; not current interlocks |
Praxis discloses no related-party transactions since Jan 1, 2024 other than arrangements detailed in the proxy; none involve Mitchell .
Expertise & Qualifications
- Senior operating experience as CEO across multiple biopharma companies (Alpharma, Guilford, Lux) and executive roles at Bristol-Myers Squibb and GSK .
- Board leadership experience through chairmanships and director roles at public companies .
- Academic credentials: MBA (City University London); B.Sc. Biology (Coventry University) .
Equity Ownership
| Holder | Direct Common Shares | Options Exercisable ≤60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Dean Mitchell | 5,000 | 17,864 | 22,864 | <1% |
Policy notes:
- Hedging of company securities by officers and directors is prohibited (options participation is permitted); policy also covers derivatives and equity swaps .
Governance Assessment
- Board effectiveness: Separation of Chair/CEO, independent majority, and active committee structure supports investor confidence; Mitchell’s independent chair role strengthens oversight .
- Engagement: Documented attendance threshold met by all directors; committees convened regularly, with Compensation and Audit each meeting 4 times in 2024 .
- Pay alignment: Director compensation is predominantly equity via time-vested options; Mitchell’s 2024 pay mix (cash $85,878 vs options $303,099) aligns incentives with long-term shareholders; annual grants and vesting cadence are transparent .
- Ownership: Mitchell holds <1% with 22,864 beneficially owned shares; absence of disclosed pledging and prohibition on hedging reduce alignment concerns .
- Conflicts/related-party: No Mitchell-specific related-party transactions disclosed; Praxis maintains formal audit committee review of related-party transactions and a written approval policy .
- Shareholder feedback signal: 2025 Say-on-Pay passed (For: 10,671,320; Against: 6,919,705; Abstain: 3,349), indicating acceptable but not overwhelming support for executive pay; board should sustain engagement on compensation issues .
Potential red flags and watch items
- Equity acceleration for directors upon a sale could invite scrutiny if combined with limited ownership; monitor grant practices and dilution around major catalysts .
- Broader company-related party exposure (RogCon relationship with the General Counsel) exists; Audit Committee oversight is disclosed, but continued monitoring is warranted for independence optics .
- Say-on-Pay support leaves a notable minority opposition; Compensation Committee (where Mitchell serves) should consider responsiveness to investor concerns .