Gregory Norden
About Gregory Norden
Independent director of Praxis Precision Medicines since March 2019; age 67; former CFO of Wyeth Pharmaceuticals; Managing Director of G9 Capital Group LLC since 2010. Education: B.S. in Management & Economics (SUNY Plattsburgh) and M.S. in Accounting (LIU Post). Core credentials: seasoned healthcare finance executive; extensive public company board experience (Zoetis, Royalty Pharma).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wyeth Pharmaceuticals (formerly American Home Products) | Chief Financial Officer; senior finance leadership roles | 1989–2009 | Led finance and M&A strategy; broad global healthcare experience |
| G9 Capital Group LLC | Managing Director | 2010–present | Early-stage investing; corporate advisory |
| Arthur Andersen & Co. | Audit Manager | Prior to Wyeth | Multinational audit experience in life sciences, consumer goods, financial services |
External Roles
| Company | Role | Since | Key Committee Roles |
|---|---|---|---|
| Zoetis Inc. (NYSE: ZTS) | Independent Director | 2013 | Board member; brings healthcare finance and consumer products expertise |
| Royalty Pharma plc (NASDAQ: RPRX) | Independent Director | 2020 | Audit Committee Chair; member of other board committees (see 2025 committee assignments) |
Board Governance
- Independence: Board determined all directors except the CEO are independent under Nasdaq and SEC rules; Norden is independent.
- Committees:
- Audit Committee Chair; designated “audit committee financial expert.”
- Compensation Committee member (committee chaired by William Young).
- Meetings & attendance:
- Board met 4 times in 2024; each director attended at least 75% of Board and committee meetings.
- Audit Committee met 4 times in 2024.
- Compensation Committee met 4 times in 2024; Nominating & Corporate Governance met once.
- Board leadership: Separate Chair (Dean Mitchell) and CEO (Marcio Souza).
Fixed Compensation
| Component | Amount |
|---|---|
| 2024 Board cash fees (Norden) | $65,218 |
| Non-executive chair additional retainer | $35,000 (policy; not Norden) |
| Board member annual retainer | $40,000 |
| Audit Committee member retainer | $10,000 |
| Audit Committee chair retainer | $20,000 |
| Compensation Committee member retainer | $7,500 |
| Compensation Committee chair retainer | $15,000 |
| Nominating & Corporate Governance member retainer | $5,000 |
| Nominating & Corporate Governance chair retainer | $10,000 |
| Science & Technology Committee member retainer | $4,000 |
| Science & Technology Committee chair retainer | $8,000 |
Performance Compensation
- Structure and vesting:
- Initial director option grant: number of shares equal to 0.1% of outstanding; vests monthly over 3 years; full acceleration upon sale of company.
- Annual director option grant: number of shares equal to 0.05% of outstanding; vests in 12 equal monthly installments; subject to full acceleration upon sale of company.
| Grant Metric | Policy Value | Vesting | Change-of-Control Treatment |
|---|---|---|---|
| Initial grant size | 0.1% of outstanding shares on grant date | Equal monthly over 3 years | Full acceleration |
| Annual grant size | 0.05% of outstanding shares on grant date | 12 equal monthly installments | Full acceleration |
| Individual Awards (2024–2025) | Date | Type | Shares/Options | Exercise/Grant Price |
|---|---|---|---|---|
| Form 4 award (option) | 2024-06-05 | Stock Option (Right to Buy) | 8,566 | $44.25 |
| Form 4 award (option) | 2025-06-26 | Stock Option (Right to Buy) | 10,520 | $44.04 |
| 2024 Director Equity (Norden) | Option Awards (grant-date fair value) | Total 2024 Director Compensation | Equity Share of Total |
|---|---|---|---|
| Amount | $303,099 | $368,317 | 82.3% (computed from cited amounts) |
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Consideration |
|---|---|---|
| Zoetis (animal health) | Independent director | Distinct end market vs. PRAX neurology; low direct conflict risk disclosed; independence maintained by PRAX Board. |
| Royalty Pharma (biopharma royalties) | Independent director; Audit Chair | Portfolio investor across biopharma; no PRAX-related party transactions disclosed; Audit Committee reviews related-person transactions. |
Expertise & Qualifications
- Financial expert: designated Audit Committee financial expert by PRAX Board.
- Deep pharma experience: former CFO of Wyeth; extensive global healthcare finance and M&A leadership.
- Public board governance: current boards at Zoetis and Royalty Pharma; prior boards include Human Genome Sciences, Univision, Welch Allyn, NanoString Technologies.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (as of 2025-04-28) | 20,324 shares (includes options exercisable within 60 days) (15) |
| Direct common shares | 188 (15) |
| Options exercisable within 60 days | 20,136 (15) |
| Shares outstanding (reference) | 20,368,909 |
| Ownership as % of shares outstanding | ~0.10% (computed from cited figures) |
| Pledging/Hedging | Company policy prohibits director hedging/derivatives of Company securities. |
Board Governance Signals and Attendance
| Item | Detail |
|---|---|
| Board attendance (2024) | Board met 4 times; each director attended ≥75% of Board and committee meetings. |
| Audit Committee | Met 4 times in 2024; chaired by Norden. |
| Compensation Committee | Met 4 times in 2024; Norden member. |
| Say-on-Pay (2025 vote) | For: 10,671,320; Against: 6,919,705; Abstain: 3,349; Broker non-vote: 778,152. |
Related-Party Transactions and Conflicts
- PRAX disclosed no related-party transactions above threshold since January 1, 2024 other than items described; noted a RogCon agreement tied to the General Counsel (Nemiroff), not Norden. The Audit Committee oversees and approves related person transactions.
- Audit Committee responsibilities include reviewing related-person transactions for conflicts of interest.
Governance Assessment
- Positives:
- Independent director with strong finance credentials; Audit Chair and designated financial expert—supports robust oversight of financial reporting and RPTs.
- Consistent meeting cadence; ≥75% attendance threshold met in 2024.
- Director equity grants vest monthly and are sized as a fixed percentage of outstanding shares, aligning incentives without performance metric gaming; hedging prohibited.
- Watch items:
- 2025 Say‑on‑Pay support was modest (absolute vote counts indicate relatively split support), which can signal investor scrutiny of compensation; monitor potential committee responsiveness.
- Multi‑board commitments (Zoetis, Royalty Pharma) increase time demands; PRAX’s Nominating & Corporate Governance Committee considers director time/board limits in its process.
- No director stock ownership guidelines disclosed for non‑employee directors; evaluate ownership depth vs. guideline frameworks used at peers (not provided in PRAX proxy).
Overall, Norden’s independence, audit leadership, and financial expertise bolster board effectiveness. Equity compensation is mostly option-based with regular vesting, providing alignment; no Norden-related party exposures are disclosed. The primary governance flag is moderate Say-on-Pay support, warranting continued monitoring of Compensation Committee practices.
Director Compensation (Detail)
| Name | Fees Earned (Cash) | Option Awards (Grant-Date FV) | Total |
|---|---|---|---|
| Gregory Norden | $65,218 | $303,099 | $368,317 |
| Director Option Holdings (as of 2024-12-31) | Options Outstanding |
|---|---|
| Gregory Norden | 20,136 |
Insider Trades (Last 24 Months)
| Date (Transaction) | Filing Date | Type | Quantity | Price | Security | Link |
|---|---|---|---|---|---|---|
| 2024-06-05 | 2024-06-06 | Award (Option) | 8,566 | $44.25 | Stock Option (Right to Buy) | https://www.sec.gov/Archives/edgar/data/1689548/000168954824000074/0001689548-24-000074-index.htm |
| 2025-06-26 | 2025-06-27 | Award (Option) | 10,520 | $44.04 | Stock Option (Right to Buy) | https://www.sec.gov/Archives/edgar/data/1689548/000168954825000079/0001689548-25-000079-index.htm |
Notes on Independence, Attendance, and Engagement
- Independence affirmed under Nasdaq rules; Audit and Compensation committee membership meets heightened independence criteria; Norden categorized as independent for audit and compensation purposes.
- Annual meeting participation: 5 of 7 directors attended the 2024 annual meeting; Board encourages director attendance.
Additional References
- Continuing director details and ages; Class III term expiring 2026 (includes Norden).
- Committee composition and charters accessible via PRAX investor website.
- Board leadership separation (Chair vs. CEO).