Jeffrey Chodakewitz
About Jeffrey Chodakewitz, M.D.
Independent director of Praxis Precision Medicines since 2021; age 69. Yale-trained physician-scientist (B.S. Biochemistry, M.D.) with >30 years of biopharma leadership spanning Merck, Vertex, and life sciences private equity advisory roles. Currently chairs Praxis’ Nominating & Corporate Governance Committee and serves on the Science & Technology Committee, with independence confirmed by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ascenta Capital | Advisory Partner | Since Dec 2022 | Life sciences investment firm; strategic advisory |
| Blackstone Life Sciences | Senior Advisor | Mar 2019–Jan 2022 | Private equity LS; portfolio guidance |
| Vertex Pharmaceuticals | EVP, Clinical Medicine & External Innovation | Apr 2018–Mar 2019 | Executive Committee member; clinical/external innovation leadership |
| Vertex Pharmaceuticals | CMO and EVP, Global Medicines Development & Medical Affairs | Jan 2014–Apr 2018 | Led global development/medical affairs; Executive Committee |
| Merck & Co. | Multiple SVP/VP leadership roles (Head of Infectious Diseases & Vaccines Global Dev.; SVP Global Scientific Strategy; VP Early-Stage; SVP Late-Stage Dev.) | ~20+ years | Led infectious disease, respiratory, immunology programs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Adicet Bio (NASDAQ: ACET) | Director | Current | Public biotech board service |
| Schrödinger (NASDAQ: SDGR) | Director | Current | Computation-enabled drug discovery board service |
| Freeline Therapeutics | Former Director | Prior | Company acquired by Syncona Ltd in 2024 |
Board Governance
- Independence: Board determined all directors except the CEO (Souza) are independent; Chodakewitz is independent .
- Committee assignments:
- Nominating & Corporate Governance Committee: Chair .
- Science & Technology Committee: Member .
- Not on Audit or Compensation Committees (members listed exclude him) .
- Attendance: Board met 4 times in 2024; all directors attended at least 75% of Board and committee meetings during their service. Five of seven directors attended the 2024 annual meeting .
- Board structure: Separate Chair (Dean Mitchell) and CEO (Marcio Souza), emphasizing independent oversight .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $53,170 | Includes Board retainer and committee chair/member retainers under policy updated May 31, 2024 |
| Policy Context (Annual Retainers post-5/31/2024) | Board Member: $40,000; N&G Chair: $10,000; N&G Member: $5,000; S&T Member: $4,000 | Relevant to role mix (Chair, N&G; Member, S&T) |
| Meeting Fees | None disclosed | No per-meeting fees in policy |
Performance Compensation
| Equity Award Type | Annual Grant Policy | Vesting | Change-of-Control Treatment |
|---|---|---|---|
| Stock Options (Director) | Annual option equal to 0.05% of outstanding shares; initial election grant equal to 0.1% | Initial: monthly over 3 years; Annual: 12 equal monthly installments, service-based | Full acceleration upon sale of the company |
| 2024 Option Grant Value | $303,099 (grant-date fair value) | Time-based; no performance metrics disclosed for directors | As above |
- Mix and alignment: 2024 director pay was equity-heavy for Chodakewitz ($303,099 options vs $53,170 cash; total $356,269), supporting alignment with shareholders .
- No director performance metrics (e.g., TSR, EBITDA) are used; director equity awards are time-based .
Other Directorships & Interlocks
| Link | Detail | Potential Signal |
|---|---|---|
| Blackstone network | Chodakewitz previously Senior Advisor, Blackstone Life Sciences (2019–2022); fellow PRAX director William Young is a current Senior Advisor with Blackstone Life Sciences | Network ties may aid financing/BD; monitor for conflicts if Blackstone entities transact with PRAX |
| Sector overlap | ACET (cell therapy), SDGR (computational discovery) | Limited direct competitive overlap with PRAX CNS focus; low conflict risk based on disclosures |
Expertise & Qualifications
- Physician-executive with deep clinical development and medical affairs leadership across Vertex and Merck; Executive Committee experience at Vertex .
- Broad therapeutic area expertise (infectious diseases, respiratory, immunology) with strategic roles in early- and late-stage development; governance chair experience .
- Education: Yale University (B.S. Biochemistry, cum laude), Yale School of Medicine (M.D.) .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (exercisable within 60 days) | 14,585 shares via options | Footnote indicates exercisable within 60 days of 4/28/2025 |
| Shares outstanding (record date) | 20,368,909 | For ownership context |
| Ownership % (approx.) | ~0.07% | Derived from 14,585 / 20,368,909 using figures above |
| Hedging/Pledging | Hedging prohibited for officers/directors; pledging policy not specified in proxy | Alignment safeguard via hedging ban |
Governance Assessment
- Strengths:
- Independent director with chair role on Nominating & Corporate Governance; supports board effectiveness and refreshment .
- Consistent engagement (Board convened 4x; directors ≥75% attendance), with committee activity (N&G met once; Audit and Compensation each met 4x) indicating governance cadence .
- Equity-heavy director compensation promotes alignment; time-based vesting avoids short-term metric gaming .
- No disclosed related-party transactions involving Chodakewitz; only related-party item in 2024–2025 concerned RogCon (GC’s entity) .
- No material legal proceedings adverse to PRAX involving nominees/continuing directors, enhancing confidence in oversight .
- Watch items / potential risks:
- Change-of-control full acceleration for director options is common but can be perceived as entrenchment-friendly; monitor future equity sizing vs. ownership dilution .
- Prior Blackstone LS advisory tie alongside another director’s current Blackstone LS role—beneficial network but monitor for transactional conflicts if Blackstone affiliates interact with PRAX .
- Beneficial ownership primarily through options; limited direct common stock ownership may modestly temper “skin in the game” optics, though annual option grants and prohibitions on hedging help alignment .
Overall, Chodakewitz brings seasoned clinical development and governance leadership, chairs a key board committee, and maintains independence and engagement. Compensation and equity structures for directors are standard and alignment-oriented; no specific conflicts are disclosed.