Paul Friedman
About Paul A. Friedman
Paul A. Friedman, M.D., age 82, is the independent Chair of Prelude Therapeutics’ Board and has served as a director since July 2016. He is a physician–executive and former CEO of Incyte (2001–2014) and Madrigal Pharmaceuticals (2016–Sept 2023), with board experience across multiple public biopharma companies. He holds an A.B. in Biology from Princeton and an M.D. from Harvard Medical School. Prelude separates the CEO and Chair roles, with Dr. Friedman serving as Chair while remaining classified as an independent director under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prelude Therapeutics (PRLD) | Chair of the Board; Director (Class I) | Director since Jul 2016; Chair in place as of 2025 | Member, Nominating & Corporate Governance Committee; Board/CEO role separation enhances independent oversight |
| Madrigal Pharmaceuticals (MDGL) | Director (current); former CEO | CEO: 2016–Sept 2023 | Governance/strategy oversight as director |
| Incyte Corporation | Chief Executive Officer; former director | CEO: 2001–2014 | Led company through major growth phase |
| Alexion Pharmaceuticals | Former director | — | Board service (prior) |
| Cerulean Pharma | Former director | — | Board service (prior) |
| Verastem, Inc. | Former director | — | Board service (prior) |
External Roles
| Company | Role | Committees | Notes |
|---|---|---|---|
| Madrigal Pharmaceuticals | Director (current) | Not disclosed in PRLD proxy | Current public company board service |
Board Governance
- Structure and independence
- Independent Chair separate from CEO; board deems Dr. Friedman independent under Nasdaq standards .
- Committee assignments
- Member: Nominating & Corporate Governance Committee (not on Audit or Compensation at PRLD) .
- Attendance and engagement
- 2024 meeting cadence: Board (5), Audit (4), Compensation (4), Nominating & Corporate Governance (1). No director attended fewer than 75% of applicable meetings; independents meet in executive session regularly .
- Policies supporting governance quality
- Anti-hedging policy prohibits hedging or monetization transactions by directors/officers; Clawback policy adopted Sept 2023 (SEC Rule 10D-1 compliant) for incentive compensation recovery on restatement .
- Related-party transactions policy with Audit Committee oversight; none over $120,000 in 2024–2025 to date .
Fixed Compensation
| Policy Component | Amount (USD) | Notes |
|---|---|---|
| Board annual retainer (non-employee) | $35,000 | Cash |
| Additional retainer – Chair of the Board | $30,000 | Cash |
| Committee retainers – Audit: Chair / Member | $15,000 / $7,500 | Cash |
| Committee retainers – Compensation: Chair / Member | $10,000 / $5,000 | Cash |
| Committee retainers – Nominating & Corp Gov: Chair / Member | $8,000 / $4,000 | Cash |
| Director (2024) | Fees Earned (Cash) | Option Awards (Grant-date FV) | Total |
|---|---|---|---|
| Paul A. Friedman, M.D. | $72,159 | $65,319 | $137,478 |
Notes:
- PRLD reimburses reasonable out-of-pocket expenses for board service .
Performance Compensation
| Equity Vehicle | Grant Practice | Vesting | 2024 Director Grant |
|---|---|---|---|
| Non-employee director stock options | Annual grant at meeting | Vests at earlier of next annual meeting or 1-year anniversary; accelerates on change in control | Each non-employee director received options for 23,500 shares in 2024 |
- No performance metrics (e.g., TSR/EBITDA) are disclosed for director pay; director compensation consists of cash retainers and annual option grants under the Non-Employee Director Compensation Policy .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public board(s) | Madrigal Pharmaceuticals – Director |
| Prior public boards | Incyte (also prior CEO), Alexion, Cerulean, Verastem |
| Potential interlocks | Multiple PRLD leadership have Incyte backgrounds (CEO Krishna Vaddi; Director Victor Sandor; CSO Peggy Scherle; CCO Andrew Combs), creating shared-industry networks; board deems directors independent per Nasdaq rules |
Expertise & Qualifications
- Medical and R&D leadership: Former CEO of Incyte and Madrigal; deep experience in clinical drug development and biopharma strategy .
- Education: A.B. in Biology (Princeton); M.D. (Harvard Medical School) .
- Board contribution: Independent Chair brings seasoned governance leadership; PRLD emphasizes independence, integrity, and domain expertise in director qualifications .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership – Voting Common | 627,930 shares (1.4%) | Includes options exercisable within 60 days |
| Options exercisable within 60 days | 127,832 shares | Counted in SEC beneficial ownership methodology |
| Total options held (12/31/2024) | 151,332 options | Director aggregate as of year-end |
| Anti-hedging policy | Prohibits hedging/monetization transactions | Applies to directors/officers |
Insider Trades (Section 16)
- Most recent filing: Form 4 filed June 13, 2025, consistent with annual non-employee director equity grant practices .
- Historical: Initial Form 4s at IPO (Sept 30, 2020) reflect director equity reporting; reporting owner “FRIEDMAN PAUL A” (CIK 0001236927) .
Governance Assessment
- Strengths
- Independent Chair separate from CEO enhances oversight; board classifies Dr. Friedman as independent .
- Clear committee structure; Dr. Friedman on Nominating & Corporate Governance; independent Audit and Compensation committees with identified chairs; independent comp consultant (Compensia) engaged; no consultant conflicts reported .
- Director compensation is modest and equity-based (options), supporting alignment; annual grant structure and vesting are straightforward .
- Strong policies: anti-hedging for directors/officers; SEC-compliant clawback policy; no related-party transactions over $120,000 disclosed for 2024–2025 .
- Attendance: no director under 75%; regular independent executive sessions .
- Considerations
- Investor-affiliated directors hold significant stakes and board seats (Baker Bros. and OrbiMed via Julian C. Baker and David P. Bonita), increasing the importance of an effective independent Chair and robust committee oversight .
- The proxy does not disclose director stock ownership guidelines or pledging policies; investors may seek greater disclosure on director ownership targets and pledge prohibitions (not addressed in the proxy) .
RED FLAGS: None identified in the proxy regarding related-party transactions, hedging, option repricing, or attendance shortfalls; anti-hedging policy and clawback are in place .