Merit Cudkowicz
About Merit Cudkowicz
Merit Cudkowicz, M.D., age 62, has served as an independent director of Praxis Precision Medicines since 2021 and is nominated to continue as a Class II director through 2028 if re-elected. She is Chief of Neurology at Massachusetts General Hospital (since 2012), Director of the Sean M. Healey & AMG Center for ALS, Julieanne Dorn Professor of Neurology at Harvard Medical School, and a member of the National Academy of Medicine; she led the first ALS platform trial and senior roles in developing the first antisense oligonucleotide therapy for a neurological disorder. Her education includes a B.S. in Chemical Engineering from MIT, M.D. from Harvard Medical School, and M.Sc. in Clinical Epidemiology from Harvard School of Public Health .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Massachusetts General Hospital | Chief of Neurology | 2012–present | Leads neurology; accelerates clinical development innovations in neuro disorders |
| Healey & AMG Center for ALS | Director | Not disclosed | Led first platform trial in ALS; senior role in ASO therapy development |
| Harvard Medical School | Julieanne Dorn Professor of Neurology; Director | Not disclosed | Academic leadership; research oversight |
| NINDS NeuroNEX (NIH) | Principal Investigator, Clinical Coordination Center | Not disclosed | Coordinates Neurology Network of Excellence in Clinical Trials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Massachusetts General Hospital | Chief of Neurology | 2012–present | Hospital leadership |
| Harvard Medical School | Professor/Director | Not disclosed | Academic leadership |
| Healey & AMG Center for ALS | Director | Not disclosed | ALS clinical trial innovation |
| NINDS NeuroNEX | Principal Investigator | Not disclosed | NIH network coordination |
Board Governance
- Committee assignments: Chair, Science & Technology Committee; Member, Audit Committee; not on Compensation or Nominating & Corporate Governance .
- Independence: Board determined all non-employee directors, including Dr. Cudkowicz, are independent under Nasdaq and SEC rules .
- Attendance and engagement: Board met four times in 2024; each director attended at least 75% of Board and applicable committee meetings; five of seven directors attended the 2024 annual meeting (individual attendance rates not disclosed) .
- Board classification/tenure: Class II director; nominated for re-election with term through 2028 .
Fixed Compensation
| Component | Policy Rate (post 5/31/2024) | Applies to Cudkowicz? | 2024 Actual Cash ($) |
|---|---|---|---|
| Board annual retainer | $40,000 | Yes | $57,170 (total cash fees) |
| Audit Committee member | $10,000 | Yes | Included in total |
| Science & Technology Committee chair | $8,000 | Yes | Included in total |
| Meeting fees | Not disclosed | N/A | Not disclosed |
Notes:
- Policy amendments increased Audit chair/member, Compensation chair/member, and Nominating chair/member retainers effective May 31, 2024; Science & Technology rates unchanged .
- Reimbursements: reasonable out-of-pocket expenses for meeting attendance .
Performance Compensation
| Equity Element | Grant Structure | 2024 Grant-date Fair Value ($) | Outstanding/Exercisable |
|---|---|---|---|
| Annual stock option grant | 0.05% of shares outstanding; vests in 12 equal monthly installments; full acceleration upon sale of company | $303,099 | Options to purchase 14,585 shares held as of 12/31/2024 |
| Initial stock option grant | 0.1% of shares outstanding; vests in equal monthly installments over 3 years; acceleration upon sale of company | Not disclosed | Not disclosed |
- Performance metrics: No financial or ESG performance metrics are tied to director compensation; director equity is time-vested options with acceleration upon a sale .
- 2024 director compensation totals: Fees earned $57,170; option awards $303,099; total $360,269 .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy lists no other public company directorships for Dr. Cudkowicz |
Expertise & Qualifications
- Clinical and translational neurology leader (MGH Chief of Neurology; ALS Center Director) with NIH network leadership (NeuroNEX) .
- Pioneered ALS platform trial and senior role in first neurological ASO therapy development, indicating high relevance to Praxis’s R&D oversight .
- Education: MIT B.S. Chemical Engineering; Harvard M.D.; Harvard School of Public Health M.Sc. Clinical Epidemiology .
- National Academy of Medicine member .
Equity Ownership
| Holder | Common Shares | Options Exercisable within 60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Merit Cudkowicz, M.D. | 0 | 14,585 | 14,585 | <1% |
Additional alignment and policy:
- Hedging prohibition: Directors/officers are prohibited from hedging or derivative transactions (options, puts, calls, collars, swaps, exchange funds) on Company equity; policy aims to prevent misalignment with shareholders .
- Pledging: Not specifically disclosed; no pledging noted in proxy .
- Ownership guidelines: Not disclosed for directors .
Governance Assessment
- Strengths: Independent director with deep neurology/R&D expertise; chairs Science & Technology Committee, directly aligning board oversight with Praxis’s late-stage CNS pipeline; serves on Audit Committee (Board deems Audit members financially knowledgeable), enhancing control and compliance oversight .
- Alignment: Equity-heavy director compensation via time-vested options and sale-accelerated vesting supports long-term upside participation; 2024 option grant fair value of $303,099 vs. $57,170 cash indicates meaningful equity exposure for alignment, though ownership remains <1% .
- Independence/attendance: Board determined independence; minimum attendance threshold met across directors in 2024; board encourages annual meeting participation (aggregate attendance disclosed) .
- Conflicts/related-party exposure: Proxy discloses related-party arrangements (e.g., RogCon tied to General Counsel) but none involving Dr. Cudkowicz; Audit Committee reviews related-person transactions .
- RED FLAGS: None disclosed regarding hedging, pledging, legal proceedings, tax gross-ups for directors, option repricings, or related-party transactions involving Dr. Cudkowicz .
Overall signal: High governance quality from independence and committee leadership; equity-based compensation promotes alignment, with no disclosed conflicts or attendance concerns. Continued monitoring of ownership accumulation and any future interlocks remains prudent .