Marcio Souza
About Marcio Souza
Marcio Souza, 46, has served as President, Chief Executive Officer, and a director of Praxis Precision Medicines since April 2020. He holds a degree in pharmacy and biochemistry with specialization in toxicology and clinical analysis from the University of São Paulo and an MBA from Fundação Dom Cabral . Praxis reports that it does not use financial performance measures to link executive compensation to company performance, and CEO pay-versus-performance disclosures show cumulative Company TSR of 9.33 on a fixed $100 investment from 12/31/2020 to 12/31/2024, while GAAP net income remained negative during this period . In 2024–2025, the company advanced late-stage epilepsy assets and maintained a catalyst-rich pipeline, but its Essential Tremor program received an IDMC recommendation to stop Study 1 for futility; management chose to complete ongoing studies with topline results expected in Q3 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PTC Therapeutics | Chief Operating Officer | May 2017–Apr 2020 | Executive operational leadership in biopharma |
| PTC Therapeutics | SVP & Head of Product Strategy | Jul 2016–May 2017 | Led product strategy |
| NPS Pharmaceuticals | Roles of increasing responsibility | Not disclosed | Biopharma operating experience |
| Shire Human Genetic Therapies | Roles of increasing responsibility | Not disclosed | Biopharma operating experience |
| Sanofi Genzyme | Roles of increasing responsibility | Not disclosed | Biopharma operating experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Remagine Labs (private) | Director | Current | Current board service |
| Spyre Therapeutics (prev. Aeglea BioTherapeutics) | Director | Previously | Prior public company board service |
| Clearpoint Neuro (prev. MRI Interventions) | Director | Previously | Prior public company board service |
Board Governance (Director Service, Committees, Dual-role implications)
- Director since 2020, Class III; term expires at the 2026 Annual Meeting .
- Independence: Not independent due to executive officer status; all other directors are independent under Nasdaq/SEC rules .
- Board leadership: CEO and Chair roles are separated (Dean Mitchell is non-executive Chair), which mitigates CEO+Chair concentration concerns .
- Committees: Audit (Chair Gregory Norden), Compensation (Chair William Young), Nominating & Corporate Governance (Chair Jeffrey Chodakewitz), Science & Technology (Chair Merit Cudkowicz) .
- Attendance: Board met 4 times in 2024; each director attended at least 75% of meetings/committees served .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $625,000 | $640,000 |
| Target Bonus (%) | Not disclosed | 75% of base salary |
| Actual Bonus Paid ($) | $515,625 | $960,000 |
2025 updates:
- Effective 1/1/2025 base salary: $659,200; target bonus 75% of base salary .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual bonus (FY 2024) – Corporate performance objectives | Not disclosed | 75% of base salary | Achieved 200% of target | $960,000 cash | Annual non-equity incentive for FY 2024 |
- Praxis discloses it does not use financial performance measures (e.g., revenue, EPS) to set CEO/NEO pay; incentive metrics focus on clinical/R&D and business objectives .
Equity Awards & Vesting (Outstanding at FY 2024 year-end)
| Vesting Commencement Date | Exercisable Options (#) | Unexercisable Options (#) | Strike ($) | Expiration | Unvested RSUs (#) | RSU Market Value ($) |
|---|---|---|---|---|---|---|
| 04/20/2020 | 63,689 | — | 83.85 | 06/04/2030 | — | — |
| 09/08/2020 | 68,535 | — | 133.65 | 09/13/2030 | — | — |
| 02/12/2021 | 11,798 | 521 | 787.95 | 02/12/2031 | 880 | $67,725 |
| 01/07/2022 | 12,580 | 4,685 | 271.65 | 01/07/2032 | 2,467 | $189,860 |
| 06/22/2022 | 4,155 | 2,511 | 31.80 | 06/22/2032 | — | — |
| 01/12/2023 (in lieu of cash bonus) | 14,265 | — | 44.40 | 01/12/2033 | — | — |
| 01/12/2023 | 13,573 | 14,760 | 44.40 | 01/12/2033 | — | — |
| 01/12/2024 | 50,000 | 50,000 | 43.37 | 01/12/2034 | — | — |
| 01/12/2024 | 46,249 | 138,751 | 56.94 | 07/29/2034 | — | — |
Key vesting terms:
- Standard options vest 25% at one year then monthly over 36 months .
- 01/12/2024 grant: 50% vested at grant; remaining 50% vests 25% at first anniversary then monthly thereafter .
- 07/29/2024 schedule: 7/48ths vested on 07/29/2024; remaining vests in equal monthly installments over 41 months .
- RSUs vest in equal annual installments over four years .
- Item 402(x) disclosure (timing near material 8-Ks) for 1/12/2024 grants: 100,000 options at $43.37 (CEO grant-date fair value $3,269,500; −5.38% next-day price change) .
Equity Ownership & Alignment
| Ownership Item | Value |
|---|---|
| Total beneficial ownership | 345,415 shares (1.7% of outstanding 20,368,909) |
| Breakdown | 13,547 direct shares; 3,000 held by spouse; 328,868 options exercisable within 60 days of 04/28/2025 |
| Insider trading policy | Hedging and derivatives transactions prohibited for officers/directors |
- Pledging: The Insider Trading Policy excerpt prohibits hedging but does not address pledging in the quoted section .
- Stock ownership guidelines: No executive ownership guideline disclosure was identified in the proxy’s executive compensation section; not addressed in cited sections .
Employment Terms
| Scenario | Cash Severance | Bonus Treatment | Health Benefits | Equity Acceleration | Notes |
|---|---|---|---|---|---|
| Termination without cause / resignation for good reason (non-CoC) | Base salary continuation for 12 months | Prior-year earned bonus paid; pro-rated current-year bonus based on actual performance | Company-paid portion of COBRA up to 12 months (earlier if new coverage or COBRA ends) | Not specified (standard plan rules) | Separation agreement and release required |
| Termination without cause / resignation for good reason within 3 months before or 18 months after a change of control (double trigger) | Lump sum: 1.75x (salary + target bonus) | Pro-rated target bonus for year of termination; prior-year earned bonus paid | Company-paid COBRA up to 18 months (earlier if new coverage or COBRA ends) | 100% acceleration of time-based awards; performance awards per award terms | Section 280G cutback to avoid excise tax if beneficial |
Compensation Structure Analysis
- 2024 CEO pay skewed heavily to options ($11.79M grant-date fair value vs. $0 stock awards), with salary at $640k and cash bonus of $960k; annual bonuses were determined with corporate performance achievement at 200% of target .
- Options granted in 2024 include an immediate 50% vesting tranche and a separate monthly vest schedule over 41 months, creating steady vesting cadence that could contribute to periodic selling capacity as awards vest; actual selling activity is not disclosed in the proxy .
- Praxis discloses that it does not use financial performance measures to set compensation; incentives emphasize clinical/R&D and business milestones rather than revenue/EPS/TSR targets .
Related Party Transactions and Governance Safeguards
- Formal policy requires Audit Committee review and approval of related party transactions >$120,000; disclosures include agreements with RogCon, an entity co-founded/led by the Company’s General Counsel (not the CEO) .
- Code of conduct and hedging policy apply to directors and officers; hedging transactions are prohibited .
Say-on-Pay & Shareholder Feedback
- Annual advisory say-on-pay vote practice affirmed; next vote expected at the 2026 Annual Meeting .
Investment Implications
- Alignment: Souza beneficially owns ~1.7% including a substantial number of exercisable options (328,868 within 60 days of 4/28/2025), indicating meaningful equity exposure; hedging is prohibited, which supports alignment, but pledging safeguards are not specified in the cited policy excerpt .
- Incentive structure: Option-heavy compensation with accelerated vesting upon double-trigger CoC could amplify retention around strategic events, but also leads to potential overhang as monthly vesting awards become sale-eligible; actual Form 4 activity is not contained in the proxy .
- Pay-performance design: With incentive metrics focused on clinical/R&D and not on financial measures, investors should track pipeline execution milestones and regulatory outcomes as primary drivers of bonus payouts; 2024 corporate performance was paid at 200% of target .
- Governance: Separate Chair and non-independence of the CEO as a director are standard for operating CEOs; committee independence and board attendance thresholds were met in 2024, mitigating dual-role concerns .
- Performance backdrop: Company TSR since 12/31/2020 remained low per PVP, and GAAP net losses persisted; value realization hinges on late-stage readouts and registrational progress highlighted in the CEO’s letter .
Monitor vesting calendars (e.g., 07/29/2024 monthly vest through ~41 months) and upcoming catalysts (ET, epilepsy programs) for potential trading signals tied to vesting-related liquidity and event-driven compensation outcomes **[1689548_0001689548-25-000050_prax-20250430.htm:28]** **[1689548_0001689548-25-000050_prax-20250430.htm:2]**.