Jill DeSimone

About Jill DeSimone

Independent Class I director at Praxis Precision Medicines since May 2022; age 69; term expires at the 2027 annual meeting. Former President, U.S. Oncology at Merck (2014–May 2022), interim President U.S. Pharma during COVID; previously SVP Global Women’s Health at Teva (2012–2014) and multiple senior roles at Bristol-Myers Squibb (1980–2012). Education: B.S. in Pharmacy (Northeastern University) and a fellowship at Wharton School, University of Pennsylvania .

Past Roles

External Roles

Board Governance

• Independence: Board determined all directors except CEO Marcio Souza are independent; DeSimone is independent under Nasdaq and SEC rules .
• Committees: Member, Audit; Compensation; Nominating & Corporate Governance. No chair roles; Audit chaired by Gregory Norden; Comp chaired by William Young; Nominating chaired by Jeffrey Chodakewitz. Science & Technology membership does not include DeSimone .
• Attendance: Board held 4 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; five of seven directors attended the 2024 annual meeting .
• Committee activity in FY2024: Audit met 4x; Compensation met 4x; Nominating met 1x .
• Board structure: Separate Chair (Dean Mitchell) and CEO (Marcio Souza); charters posted on investor relations site .

Fixed Compensation

• Policy: Non-employee director cash retainers amended May 31, 2024.
  | Component | Prior Annual Retainer | After May 31, 2024 | |---|---:|---:| | Board member | $40,000 | $40,000 | | Non-executive chair add’l | $35,000 | $35,000 | | Audit member | $8,000 | $10,000 | | Audit chair | $16,000 | $20,000 | | Compensation member | $6,000 | $7,500 | | Compensation chair | $12,000 | $15,000 | | Nominating member | $4,000 | $5,000 | | Nominating chair | $8,000 | $10,000 | | Science & Technology member | $4,000 | $4,000 | | Science & Technology chair | $8,000 | $8,000 |

• 2024 Actual Director Pay (Praxis):
  | Name | Cash Fees ($) | Option Awards ($) | Total ($) | |---|---:|---:|---:| | Jill DeSimone | 60,633 | 303,099 | 363,732 |

Notes: Option award values are aggregate grant-date fair value per ASC 718; not the realized value .

Performance Compensation

• Equity award mechanics (non-employee directors):
  | Award Type | Grant Size | Vesting | Change-of-Control | |---|---|---|---| | Initial Grant (on first election) | Options equal to 0.1% of common shares outstanding on grant date | Equal monthly installments over 3 years | Full accelerated vesting upon sale of the company | | Annual Grant (each year continued service) | Options equal to 0.05% of common shares outstanding on grant date | 12 equal monthly installments | Full accelerated vesting upon sale of the company |

• No performance-based metrics (e.g., revenue/TSR) apply to director equity awards; compensation is cash plus time-vested options per policy .

Other Directorships & Interlocks

• Current public boards: ONCT and ITOS; sectors are oncology/immuno-oncology, distinct from Praxis’s CNS focus, limiting direct competitive or commercial interlocks. No director-related party transactions above $120,000 disclosed since Jan 1, 2024 .
• Compensation Committee uses independent consultant FW Cook for executive pay decisions; independence assessed with no conflicts identified (supports governance rigor) .

Expertise & Qualifications

• Deep commercial and oncology leadership across Merck, Teva, and BMS; extensive U.S. market operations experience .
• Pharmacy degree and executive fellowship credential; brings industry domain expertise applicable to oversight of clinical/commercial strategy .

Equity Ownership

Insider Trades (Form 4, director)

Alignment signal: Open market purchase of 14,500 common shares in Oct 2023 suggests personal capital commitment at a depressed price point .

Governance Assessment

• Board effectiveness: DeSimone serves on three key committees (Audit, Compensation, Nominating), indicating broad governance engagement; all are composed of independent directors and operated per SEC/Nasdaq standards in 2024 .
• Independence & attendance: Classified independent; met at least the 75% attendance threshold; Board structure with separate Chair/CEO enhances oversight .
• Compensation alignment: Director pay is modest cash plus time-vested options with standardized grant sizes tied to outstanding share count; acceleration on sale aligns with change-of-control considerations but avoids performance metric gaming for directors .
• Ownership: Beneficial stake is small (<1%), consistent with emerging biotech boards; no pledging disclosed; hedging prohibited by policy, supporting alignment .
• Conflicts: No related-party transactions involving DeSimone reported above materiality thresholds; Compensation Committee engaged independent advisor with no conflicts .

Appendix References

• Board composition, class, age, director since, and biography details .
• Committee memberships and meeting counts .
• Director compensation policy and 2024 director compensation table .
• Beneficial ownership table .
• Insider Trading and hedging policy .
• Related-party transactions policy and disclosure .