Jeffrey Marrazzo
About Jeffrey Marrazzo
Independent biotech operator and board member with CEO experience in gene therapy. Age 46 (as of April 22, 2025), he has served on Prime Medicine’s board since May 2023. He co‑founded and led Spark Therapeutics (CEO 2013–2022; director 2013–2019) and previously held roles at Molecular Health, Generation Health (acquired by CVS Caremark), Tengion, CHOP, IBM, and as healthcare advisor to Pennsylvania Governor Edward G. Rendell. He holds a BSE/BA (Penn) and dual MBA/MPA (Wharton/Harvard) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spark Therapeutics, Inc. | Co‑founder & Chief Executive Officer | May 2013 – Apr 2022 | Built/led commercial gene therapy company |
| Spark Therapeutics, Inc. | Director | May 2013 – Dec 2019 | Board oversight during public company phase |
| Molecular Health (US) | Chief Business Officer | 2011 – 2013 | Launched U.S. division |
| Generation Health | Founding management | 2009 – 2011 | Through sale of majority stake to CVS Caremark |
| Tengion Inc. | Employee/independent consultant (BD/finance) | 2008 – 2009 | — |
| Children’s Hospital of Philadelphia (CHOP) | Independent consultant | 2011 – 2013 | — |
| Commonwealth of Pennsylvania | Healthcare advisor to Gov. Rendell | Not disclosed | Policy advisory |
| IBM | Management consultant to pharma | Not disclosed | Strategy/operations |
External Roles
- No other current public company directorships disclosed in PRME’s proxy for Mr. Marrazzo .
Board Governance
- Independence: Not independent. The Board determined in Feb 2025 (and Feb 2024) that all directors except CEO Keith Gottesdiener and Jeffrey Marrazzo are independent under Nasdaq/SEC rules .
- Committee assignments: None. Committee rosters in 2024 and 2025 do not list Mr. Marrazzo on Audit, Compensation, or Nominating & Corporate Governance .
- Attendance: Board met 6 times in 2024 and 5 times in 2023; all incumbents except Robert Nelsen attended at least 75% of meetings in both years (implies Mr. Marrazzo met the 75% threshold) .
- Board structure: No chairperson or lead independent director designated; independent directors review the structure periodically .
- Executive sessions: Non‑employee directors held executive sessions at each regularly scheduled Board meeting in 2023 and 2024 .
- Compensation consultant governance: Compensation Committee uses independent consultant Alpine Rewards and formally assessed its independence (no conflicts found) .
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2023 | 30,199 | Prorated retainer after May 2023 appointment |
| 2024 | 44,125 | Annual director cash fees |
Director fee policy (amended May 17, 2024):
- Board retainer: increased from $40,000 to $45,000; new Board Chair retainer: $30,000 .
- Committee retainers (annual): Audit Chair $20,000; Audit member $10,000; Compensation Chair $15,000; Compensation member $7,500; Nominating Chair $10,000; Nominating member $5,000 .
Performance Compensation
| Grant/Action | Date | Instrument | Shares/Options | Terms |
|---|---|---|---|---|
| Initial director grant | 2023 (on appointment) | Stock options | 92,000 | Non‑employee policy; vests in 3 equal annual installments; sale event fully accelerates |
| Annual director grant | 2024 | Stock options | 45,000 | Vests at earlier of 1 year or next annual meeting; sale event fully accelerates |
| Advisory services grant | Feb 29, 2024 | Stock options | 250,000 | Granted under Advisory Services Agreement; vesting per award; agreement term to Feb 2025 |
| Director equity fair value (proxy total) | FY2023 | Options | — | $912,281 aggregate grant-date FV (ASC 718) |
| Director + advisory equity fair value (proxy total) | FY2024 | Options | — | $1,731,828 aggregate grant-date FV (ASC 718) |
Option repricing (shareholder‑approved):
- On Aug 1, 2025, shareholders approved a one‑time option repricing. Eligible options held by employees and directors (including Mr. Marrazzo) were reset to $4.04 (closing price on repricing date). For directors, repriced options revert to original strike if exercised or if the director resigns before 18 months post‑repricing, subject to specified exceptions (e.g., sale event, termination without cause) .
Other Directorships & Interlocks
- Prior public board: Spark Therapeutics (2013–2019) .
- No disclosed current interlocks with PRME competitors/suppliers/customers for Mr. Marrazzo in the proxy .
Expertise & Qualifications
- Operator with commercialization and capital markets experience in gene therapy; prior CEO and CBO roles .
- Education: B.S.E. and B.A. (Systems Science & Engineering; Economics) from University of Pennsylvania; dual MBA/MPA from Wharton and Harvard .
Equity Ownership
| As of | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Mar 31, 2024 | 30,666 | <1% | 120,021,274 shares outstanding |
| Mar 31, 2025 | 311,333 | <1% | 131,160,842 shares outstanding |
Additional option holdings:
- As of Dec 31, 2024: held options to purchase an aggregate of 387,000 shares (92k initial + 250k advisory + 45k annual) .
- Company policy prohibits hedging/shorting by directors; no pledging disclosed .
Insider Trades (Form 4 events)
| Transaction Date | Type | Security | Quantity | Exercise/Price | Source |
|---|---|---|---|---|---|
| 2024-02-29 | Award (A) | Stock Option | 250,000 | $8.63 | |
| 2024-06-12 | Award (A) | Stock Option | 45,000 | $7.68 | |
| 2025-05-19 | Award (A) | Stock Option | 800,000 | $1.335 | |
| 2025-06-04 | Award (A) | Stock Option | 55,000 | $1.32 | |
| 2025-08-01 | Award (A) | Stock Option (repriced) | 250,000 | $4.04 | |
| 2025-08-01 | Award (A) | Stock Option (repriced) | 92,000 | $4.04 | |
| 2025-08-01 | Award (A) | Stock Option (repriced) | 45,000 | $4.04 | |
| 2025-08-01 | Return to issuer (D) | Stock Option (original) | 250,000 | $8.63 | |
| 2025-08-01 | Return to issuer (D) | Stock Option (original) | 92,000 | $14.04 | |
| 2025-08-01 | Return to issuer (D) | Stock Option (original) | 45,000 | $7.68 |
Note: The 8‑K on Aug 5, 2025 confirms the shareholder‑approved option repricing to $4.04 and the 18‑month retention condition for directors .
Related Party Transactions (Conflict Review)
- Advisory Services Agreement: Dated Feb 29, 2024; paid Mr. Marrazzo a $50,000 annual fee and granted 250,000 options; term through Feb 2025; accelerated vesting of pro‑rata portion if terminated without cause. The agreement expired in Feb 2025; total of $50,000 paid and 250,000 options granted from Jan 1, 2023 through termination .
- Independence impact: The Board explicitly classified Mr. Marrazzo as not independent in Feb 2024 and Feb 2025, considering relationships and beneficial ownership (including director affiliations with major stockholders) .
Director Compensation (Detail)
| Year | Cash Retainer ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 30,199 | 912,281 | — | 942,480 |
| 2024 | 44,125 | 1,731,828 | 41,667 | 1,817,620 |
Policy terms (non‑employee director):
- Initial option grant: $800,000 value cap; vest over 3 years; annual option grant: $400,000 value cap; vests by next annual meeting; full acceleration on sale; post‑service 12‑month exercise window for vested options .
Governance Assessment
- Independence and conflicts: Not independent due to additional paid advisory relationship (now expired); Board formally determined non‑independence in 2024 and 2025. This reduces pure independent oversight representation and presents perceived conflict risk, though disclosed and time‑limited .
- Option repricing: Shareholder‑approved repricing included director options with 18‑month retention lock‑in. This can bolster retention but is a governance sensitivity for some investors given director participation; strong disclosure and shareholder approval mitigate concerns .
- Engagement: Attendance met the 75% threshold in 2023–2024; non‑employee executive sessions occurred at each regular meeting—positive for independent oversight practices .
- Committee contribution: No committee assignments; limits his direct role in audit/comp/NCG oversight. Committee chairs/members are otherwise independent per policy .
- Pay structure: Heavy equity option exposure plus a one‑year advisory fee aligns upside but advisory cash and award outside standard director policy (in 2024) add complexity; policy caps and sale‑event acceleration terms are standard for biotech peers .
- Alignment safeguards: Hedging/shorting prohibited; no pledging disclosed. Beneficial ownership increased from 30,666 to 311,333 shares YOY; options outstanding substantial; overall skin‑in‑the‑game rising .