04/17/2024 | Press release | Distributed by Public on 04/17/2024 15:27
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☐
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material under §240.14a-12
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☒
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No fee required
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☐
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1.
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to elect ten directors named in the proxy statement to hold office until the Company's annual meeting of stockholders in 2025, until their respective successors have been duly elected and qualified or until their earlier death, resignation or removal;
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2.
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to ratify the appointment of EisnerAmper LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024;
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3.
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to consider and act upon a non-binding, advisory vote on the compensation of our named executive officers;
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4.
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to approve an Amendment to our Seventh Amended and Restated Certificate of Incorporation (the "certificate of incorporation") to increase the authorized number of shares of common stock from 120,000,000 shares to 180,000,000 shares (the "Authorized Shares Increase Proposal"); and
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5.
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to transact any other business that properly comes before the Annual Meeting or any adjournments and postponements thereof.
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Sincerely yours,
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/s/ Gaurav Shah
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Gaurav Shah, M.D.
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Chief Executive Officer and Director
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DATE
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June 13, 2024
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TIME
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9:00 a.m. Eastern Time
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PLACE
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Virtually via the Internet at www.virtualshareholdermeeting.com/RCKT2024
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1.
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Election of the ten directors named in the proxy statement to hold office until the annual meeting of stockholders in 2025, or until their respective successors have been duly elected and qualified or until their earlier death, resignation or removal;
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2.
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Ratification of the appointment of EisnerAmper LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024;
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3.
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Consider and act upon a non-binding, advisory vote on the compensation of our named executive officers;
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4.
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Approval of an Amendment to our certificate of incorporation to increase the authorized number of shares of common stock from 120,000,000 shares to 180,000,000 shares; and
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5.
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Consider any other business properly brought before the Annual Meeting or any adjournment or postponement thereof.
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By Order of the Board of Directors
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/s/ Gaurav Shah
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Gaurav Shah, M.D.
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Chief Executive Officer and Director
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Cranbury, New Jersey
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April 29, 2024
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Page
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GENERAL INFORMATION
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2
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PROPOSAL 1 ELECTION OF DIRECTORS
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7
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Vote Required
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7
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Our Recommendation
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7
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DIRECTORS AND NOMINEES
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8
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Nominees for Election as Directors
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8
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Information about Our Executive Officers
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12
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Information about the Board and Corporate Governance
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14
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AUDIT COMMITTEE REPORT
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17
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PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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21
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Vote Required
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21
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Our Recommendation
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21
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Pre-Approval Policies and Procedures
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21
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Audit Fees and Services
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21
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PROPOSAL 3 NON-BINDING VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
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23
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Vote Required
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23
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Our Recommendation
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23
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PROPOSAL 4 AUTHORIZED SHARES INCREASE
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24
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Vote Required
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25
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Our Recommendation
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25
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COMPENSATION DISCUSSION AND ANALYSIS
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26
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Compensation Committee Report
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36
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EXECUTIVE COMPENSATION
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37
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2023 Summary Compensation Table
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37
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Equity Incentive Awards
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0
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Executive Agreements; Termination and Change in Control Benefits
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40
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CEO Pay Ratio
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43
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Pay Versus Performance
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45
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DIRECTOR COMPENSATION
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49
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2023 Director Compensation Table
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50
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TRANSACTIONS WITH RELATED PERSONS
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51
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Policies and Procedures for Related Person Transactions
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51
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Certain Related-Person Transactions
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51
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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52
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Delinquent Section 16 Reports
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54
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EQUITY COMPENSATION PLAN INFORMATION
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55
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STOCKHOLDER PROPOSALS AND NOMINATIONS
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56
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OTHER MATTERS
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56
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AVAILABILITY OF CERTAIN DOCUMENTS
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56
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•
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"FOR" the election of each of the ten nominees to the Board identified in this proxy statement;
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•
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"FOR" the ratification of the appointment of EisnerAmper LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;
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•
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"FOR" the approval, on a non-binding, advisory basis, of the compensation of our named executive officers; and
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•
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"FOR" the approval of an amendment to the Company's certificate of incorporation to increase the number of authorized shares of common stock.
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•
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To submit your voting instructions on the Internet, go to www.proxyvote.com to complete an electronic proxy card. Please have the enclosed proxy card available. Your proxy must be received by 11:59 P.M., Eastern Time, on June 12, 2023, to be counted.
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•
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To submit your voting instructions over the telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. Please have the enclosed proxy card available. Your vote must be received by 11:59 P.M., Eastern Time, on June 12, 2023, to be counted.
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•
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To submit your voting instructions by mail, simply complete, sign and date the enclosed proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, the designated proxy holders will vote your shares as you direct.
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•
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To attend the Annual Meeting virtually via the Internet, log in at www.virtualshareholdermeeting.com/RCKT2024. You will need the 16-digit control number included on your Notice of Internet Availability or proxy card (if you received a paper delivery of proxy materials) to enter the Annual Meeting via the Internet. Instructions on how to attend and participate virtually via the Internet, including how to demonstrate proof of share ownership, are posted at www.virtualshareholdermeeting.com/RCKT2024.
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•
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send a timely written revocation of the proxy to our Secretary;
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•
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submit a signed proxy card bearing a later date;
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•
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submit new voting instructions over the Internet or by telephone; or
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•
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attend and vote virtually via the Internet at the Annual Meeting.
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TABLE OF CONTENTS
Name
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Age
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Position(s) Held
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Director
Since
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Roderick Wong, M.D.
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47
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Chairman of the Board
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2018
|
Elisabeth Björk, M.D., Ph.D.
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62
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Director
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2020
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Carsten Boess
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57
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Director
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2016
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Pedro Granadillo
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77
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Director
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2018
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Gotham Makker, M.D.
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60
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Director
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2018
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Fady Malik, M.D., Ph.D.
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60
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Director
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2022
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Gaurav Shah, M.D.
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49
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Chief Executive Officer and Director
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2018
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David P. Southwell
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63
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Director
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2014
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R. Keith Woods
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56
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Director
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2023
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Naveen Yalamanchi, M.D.
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47
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Director
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2018
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Board Diversity Matrix (As of April 29, 2024)
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Total Number of Directors
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10
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Female
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Male
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Non-Binary
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Did Not
Disclose
Gender
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|
Part I: Gender Identity
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| ||||||||||||
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Directors
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1
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| |
9
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| | | | | ||
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Part II: Demographic Background
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African American or Black
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| | | | | | | | | ||||
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Alaskan Native or Native American
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Asian
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4
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| | | | | |||
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Hispanic or Latinx
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| | | |
1
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| | | | | |||
|
Native Hawaiian or Pacific Islander
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| | | | | | | | | ||||
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White
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1
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| |
4
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| | | | | ||
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Two or More Races or Ethnicities
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LGBTQ+
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Did Not Disclose Demographic Background
|
| | |
Name
|
| |
Age
|
| |
Position(s) Held
|
Gaurav Shah, M.D.
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| |
49
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Chief Executive Officer and Director
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Kinnari Patel, Pharm.D., M.B.A.
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46
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President, Head of R&D and Chief Operating Officer
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Aaron Ondrey
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48
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Chief Financial Officer
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Raj Prabhakar, M.B.A.
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50
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| |
Chief Business Officer, Senior Vice President
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Jonathan Schwartz, M.D.
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60
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Chief Medical & Gene Therapy Officer
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Mayo Pujols
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55
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Chief Technical Officer, Executive Vice President
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Mark White, MB.ChB
|
| |
57
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General Manager, Commercial Affairs
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John Militello, CPA
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50
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Vice President of Finance, Treasurer, Principal Accounting Officer
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Martin Wilson, J.D.
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47
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General Counsel and Chief Corporate Officer, Senior Vice President
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Name
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Audit
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Nominating and Corporate
Governance
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| |
Compensation
|
Elisabeth Björk
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X
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| | | | ||
Carsten Boess**
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X*
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| | | |
X
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Pedro Granadillo
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| |
X
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| |
X
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| |
X*
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Naveen Yalamanchi
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| |
X
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| | | | ||
R. Keith Woods
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X*
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| |
X
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*
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Committee Chairman
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**
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Financial Expert
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•
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appointing, determining the compensation of, and assessing the independence of our independent registered public accounting firm;
|
•
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pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;
|
•
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reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements;
|
•
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reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;
|
•
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reviewing major issues as to the adequacy of our internal control over financial reporting;
|
•
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establishing procedures for the receipt, retention and treatment of complaints received regarding ethics-related issues or potential violations of our code of business conduct and ethics and accounting and auditing-related complaints and concerns;
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•
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recommending, based upon the Audit Committee's review and discussions with management and the independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 10-K;
|
•
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regularly reporting to, and reviewing with the Board, any issues that arise with respect to the integrity of our financial statements and our compliance with legal and regulatory requirements;
|
•
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preparing the audit committee report required by SEC rules to be included in our annual proxy statement;
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•
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reviewing all related party transactions for potential conflict of interest situations and approving all such transactions; and
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•
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discussing quarterly earnings releases.
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•
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recommending to the Board criteria for Board and committee membership;
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•
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establishing a policy and procedures for identifying and evaluating Board candidates, including nominees recommended by stockholders;
|
•
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identifying individuals qualified to become members of the Board;
|
•
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recommending to the Board the persons to be nominated for election as directors and to each of the Board's committees;
|
•
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developing and recommending to the Board a set of corporate governance guidelines; and
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•
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overseeing the evaluation of the Board and management.
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*
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The material in this report is not "soliciting material," is not deemed "filed" with the SEC and is not to be incorporated by reference in any filing we make under either the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
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•
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reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer;
|
•
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evaluating the performance of our Chief Executive Officer in light of such corporate goals and objectives and determining and approving the compensation of our Chief Executive Officer;
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•
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determining the compensation of our other executive officers;
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•
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overseeing and administering our compensation and similar plans;
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•
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appointing, compensating, and overseeing potential current compensation advisors in accordance with the independence standards identified in the applicable rules of Nasdaq;
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•
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reviewing our policies and procedures for the grant of equity-based awards;
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•
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reviewing and making recommendations to the Board with respect to director compensation;
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•
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preparing the Compensation Committee Report required by SEC rules to be included in our annual proxy statement or Annual Report on Form 10-K, if applicable;
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•
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reviewing and discussing with management the compensation discussion and analysis to be included in our annual proxy statement or Annual Report on Form 10-K, if applicable; and
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•
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reviewing and discussing with the Board corporate succession plans for the Chief Executive Officer and other key officers.
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•
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develop a peer group of public companies to be used to benchmark pay levels of the senior leadership team and the Board;
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•
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benchmark the total direct compensation of the senior leadership team;
|
•
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review the pay mix of the senior leadership team and compare it to the pay mix of the named executive officers of our peer group;
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•
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review the amount of equity used to support the executive and Board pay programs and evaluate how this equity usage compared to peer practices and proxy advisory policies; and
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•
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conduct a detailed analysis of the design and amount of board of director pay at the peer companies and compare this to the Company's current practices.
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2023
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2022
|
|
Audit Fees(1)
|
| |
$531,430
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| |
$588,516
|
Audit-Related Fees(2)
|
| |
-
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| |
-
|
Tax Fees(3)
|
| |
$125,670
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| |
199,257
|
All Other Fees(4)
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| |
-
|
| |
-
|
Total
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| |
$657,100
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| |
$774,273
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(1)
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"Audit Fees" include the aggregate fees billed for audit of annual financial statements, audit of internal controls under Sarbanes-Oxley, review of financial statements included in the Form 10-Qs, and services normally provided by the accountant for statutory and regulatory filings or engagements for those fiscal years. The 2022 audit fees included $124,635 related to quarterly bringdowns of the
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(2)
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"Audit-Related Fees" include the aggregate fees billed for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the Company's financial statements.
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(3)
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"Tax Fees" include the aggregate fees billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.
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(4)
|
"All Other Fees" include the aggregate fees billed for any other products and services provided by the principal accountant.
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•
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Gaurav D. Shah, M.D., Chief Executive Officer ("CEO") and Director;
|
•
|
John Militello, CPA, Vice President of Finance, Treasurer, Principal Accounting Officer;
|
•
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Kinnari Patel, Pharm.D., MBA, President and Chief Operating Officer;
|
•
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Mayo Pujols, Chief Technical Officer and Executive Vice President; and
|
•
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Jonathan Schwartz, M.D., Chief Medical and Gene Therapy Officer
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•
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Fanconi Anemia ("FA"), a genetic defect in the bone marrow that reduces production of blood cells or promotes the production of faulty blood cells;
|
•
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Leukocyte Adhesion Deficiency-I ("LAD-I"), a genetic disorder that causes the immune system to malfunction; and
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•
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Pyruvate Kinase Deficiency ("PKD"), a red blood cell autosomal recessive disorder that results in chronic non-spherocytic hemolytic anemia.
|
•
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Danon disease ("DD"), a multi-organ lysosomal-associated disorder leading to early death due to heart failure. The DD program is currently in an ongoing Phase 2 trial.
|
•
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Plakophilin-2 Arrhythmogenic Cardiomyopathy ("PKP2-ACM"), an inheritable cardiac disorder that is characterized by a progressive loss of cardiac muscle mass, severe right ventricular dilation, dysplasia, fibrofatty replacement of the myocardium and a high propensity to arrhythmias and sudden death. This program received FDA clearance of an Investigational New Drug ("IND") application and we have initiated a Phase 1 study.
|
•
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BAG3 Dilated Cardiomyopathy ("DCM"), which is the most common form of cardiomyopathy and is characterized by progressive thinning of the walls of the heart resulting in enlarged heart chambers that are unable to pump blood. Our program utilizes recombinant AAV9-based gene therapy designed to slow or halt progression of BAG3-DCM.
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•
|
Announced expansion of cardiac gene therapy portfolio with addition of RP-A601 for PK2-ACM;
|
•
|
Announced positive clinical data from completed Phase 1 trial of RP-A501 for DD;
|
•
|
Received Regenerative Medicine Advanced Therapy designation and Prime Medicines designation for RP-A501 gene therapy for the treatment of DD;
|
•
|
Announced FDA clearance of IND for clinical trial of RP-A601 for PKP2-ACM;
|
•
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Announced FDA Fast Track and Orphan Drug designations for RP-A601 for PKP2-ACM;
|
•
|
Received Regenerative Medicine Advanced Therapy designation for RP-L301 gene therapy for the treatment of PKD;
|
•
|
Announced alignment with the FDA on the design of the Phase 2 pivotal trial of RP-A501 for DD;
|
•
|
Announced that the FDA accepted the BLA and granted Priority Review for RP-L201 for LAD-I;
|
•
|
Continued buildout of our research and development and manufacturing facility in Cranbury, New Jersey; and
|
•
|
Completed the sale of 9,453,418 shares of our common stock and 3,126,955 pre-funded warrants to purchase shares of our common stock for net proceeds of approximately $188.9 million, after deducting offering costs, commissions, legal and other expenses.
|
•
|
Base Salary and Annual Target Cash Incentives. We maintained competitive base salary and annual target cash incentive levels for our executive officers to ensure competitive positioning relative to market pay levels and to ensure pay-and-performance alignment through our annual incentive program.
|
•
|
Annual Target Cash Incentives Paid Based on Corporate Performance. We achieved 100% of our target corporate objectives and paid annual cash incentive awards to our executive officers based on this performance.
|
•
|
Equity Awards. We granted restricted stock unit ("RSU") and stock option awards to each of our executive officers with a three-year vesting schedule. We consider market-competitive pay levels for similarly-situated executives and our prior year performance when calibrating the target level of our equity awards. We believe that RSUs offer predictable value delivery and promote retention of our executive officers while aligning their interests with the long-term interests of our stockholders in a manner consistent with competitive market practices, and that stock options provide further alignment between the interests of our stockholders and executive officers given that our stock price must increase above the option exercise price to provide any value to our executive officers.
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•
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attract, motivate and retain executive officers of outstanding ability and potential;
|
•
|
motivate and reward behavior consistent with our corporate performance objectives; and
|
•
|
ensure that compensation is meaningfully tied to the creation of stockholder value through the development of best-in-class gene therapies.
|
What We Do
|
| |
What We Don't Do
|
☑ Establish pay-for-performance philosophy and
culture
☑ Set goals for target direct compensation, over two-thirds of which are performance-based and/or
at risk
☑ Maintain independent compensation committee
☑ Hire and retain independent compensation
consultant
☑ Use shares under our long-term incentive program
responsibly
☑ Conduct annual risk assessment of our
compensation program
☑ Limit perquisites and personal benefits
☑ Maintain a clawback policy covering
incentive-based cash and equity compensation
☑ Require our directors and executive officers to maintain specified levels of stock ownership
|
| |
☒ Allow for pledging without prior Board approval or hedging of Company stock by executive
officers or directors
☒ Provide tax gross-up payments
☒ Provide for single trigger vesting of equity awards
☒ Provide for excessive severance in the event of a
change in control
☒ Allow for repricing, cash-out or exchange of "underwater" stock options without stockholder
approval
☒ Provide executive pension plans or supplemental retirement plans
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•
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assisted in the development of the compensation peer group that we use to understand market competitive compensation practices;
|
•
|
provided compensation data and analysis of our executive compensation program, comparing our program to those of companies in our compensation peer group;
|
•
|
provided perspective on pay recommendations and adjustments for the executive officers; and
|
•
|
advised on trends and developments relating to executive compensation.
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•
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base salary;
|
•
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cash incentives; and
|
•
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equity compensation.
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Named Executive Officer
|
| |
Fiscal 2022 Base
Salary
|
| |
Fiscal 2023 Base
Salary
|
Gaurav D. Shah
|
| |
$600,000
|
| |
$625,000
|
John Militello
|
| |
$305,036
|
| |
$317,506
|
Kinnari Patel
|
| |
$522,750
|
| |
$537,125
|
Mayo Pujols
|
| |
$480,000
|
| |
$492,500
|
Jonathan Schwartz
|
| |
$434,600
|
| |
$447,433
|
Named Executive Officer
|
| |
Fiscal 2023 Total
Target Cash
Incentive ($)
|
| |
Fiscal 2023 Total
Target Cash
Incentive (as a % of
Base Salary)
|
Gaurav D. Shah
|
| |
$375,000
|
| |
60%
|
John Militello
|
| |
$95,252
|
| |
30%
|
Kinnari Patel
|
| |
$268,563
|
| |
50%
|
Mayo Pujols
|
| |
$221,625
|
| |
45%
|
Jonathan Schwartz
|
| |
$178,973
|
| |
40%
|
•
|
Advance clinical development pipeline
|
•
|
Bring promising clinical-stage products to market.
|
•
|
Expand early-stage pre-clinical pipeline.
|
•
|
Maintain our strong reputation and increase visibility.
|
•
|
Build and maintain a culture of quality and compliance.
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•
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Mr. Militello: Created a dynamic planning process, continued to build upon our internal controls infrastructure and maintained Sarbanes-Oxley Act compliance.
|
•
|
Dr. Patel: Led late-stage development of LV programs, aligned for FDA and EMA approval, and advanced RP-A501 for Danon disease to pivotal stage.
|
•
|
Mr. Pujols: Completed the GMP manufacturing capabilities at the Company's Cranbury manufacturing facility.
|
•
|
Mr. Schwartz: Advanced the Company pipeline and made contributions to the field of gene therapy.
|
Named Executive Officer
|
| |
2023 Target Cash
Incentive Award
Opportunity
|
| |
2023 Target Cash
Incentive Award
(% of
2023 Salary)
|
| |
2023 Cash Incentive
Award Payment
|
| |
Payout
Percentage
|
Gaurav D. Shah
|
| |
$375,000
|
| |
60%
|
| |
$375,000
|
| |
100%
|
John Militello
|
| |
$95,252
|
| |
30%
|
| |
$100,014
|
| |
105%
|
Kinnari Patel
|
| |
$268,563
|
| |
50%
|
| |
$295,419
|
| |
110%
|
Mayo Pujols
|
| |
$221,625
|
| |
45%
|
| |
$221,625
|
| |
100%
|
Jonathan Schwartz
|
| |
$178,973
|
| |
40%
|
| |
$196,871
|
| |
110%
|
TABLE OF CONTENTS
Named Executive Officer
|
| |
Number of Shares
Subject to Options (#)
|
| |
Weighted
Average
Exercise Price
|
| |
Number of Shares
Subject to RSUs (#)
|
| |
Aggregate Grant
Date Fair Value
|
Gaurav D. Shah
|
| |
348,590
|
| |
$20.04
|
| |
116,317
|
| |
$6,999,987
|
John Militello
|
| |
49,798
|
| |
$20.04
|
| |
16,616
|
| |
$999,976
|
Kinnari Patel
|
| |
199,194
|
| |
$20.04
|
| |
66,467
|
| |
$3,999,991
|
Mayo Pujols
|
| |
167,103
|
| |
$20.04
|
| |
78,009
|
| |
$3,499,974
|
Jonathan Schwartz
|
| |
124,496
|
| |
$20.04
|
| |
41,541
|
| |
$2,499,974
|
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
We structure our compensation program to consist of both fixed and variable components. The fixed (base salary) component of our compensation programs is designed to provide income independent of our stock price performance so that employees will not focus exclusively on stock price performance to the detriment of other important business metrics.
|
TABLE OF CONTENTS
•
|
We maintain internal controls over the measurement and calculation of financial information, which are designed to prevent this information from being manipulated by any employee, including our executive officers.
|
•
|
Employees of Rocket Pharmaceuticals are required to comply with our code of conduct, which covers, among other things, accuracy in keeping financial and business records.
|
•
|
The Compensation Committee approves the overall annual equity pool and the employee equity award guidelines.
|
•
|
A significant portion of the compensation paid to our executive officers is in the form of equity to align their interests with the interests of stockholders.
|
•
|
As part of our insider trading policy, we prohibit hedging transactions involving our securities so that our executive officers and other employees cannot insulate themselves from the effects of poor stock price performance.
|
TABLE OF CONTENTS
Name and Principal Position
|
| |
Year
|
| |
Salary
($)
|
| |
Bonus
($)(1)
|
| |
Stock
Awards
($)(2)
|
| |
Option
Awards
($)(3)
|
| |
Non-Equity
Incentive
Compensation
($)(4)
|
| |
All Other
Compensation
($)(5)
|
| |
Total
($)
|
Gaurav D. Shah, M.D.
Chief Executive Officer
|
| |
2023
|
| |
625,000
|
| |
-
|
| |
2,330,993
|
| |
4,668,994
|
| |
375,000
|
| |
13,566
|
| |
8,013,553
|
|
2022
|
| |
598,333
|
| |
-
|
| |
1,814,989
|
| |
3,684,991
|
| |
434,390
|
| |
20,500
|
| |
6,553,203
|
||
|
2021
|
| |
590,000
|
| |
-
|
| |
-
|
| |
6,998,550
|
| |
318,600
|
| |
11,600
|
| |
7,918,750
|
||
John Militello, CPA
Principal Accounting Officer and Interim Principal Financial Officer, Vice President(6)
|
| |
2023
|
| |
409,014
|
| |
5,000
|
| |
332,985
|
| |
666,991
|
| |
100,014
|
| |
13,566
|
| |
1,527,570
|
|
2022
|
| |
376,788
|
| |
-
|
| |
664,976
|
| |
584,988
|
| |
104,133
|
| |
20,500
|
| |
1,751,386
|
||
Kinnari Patel, Pharm.D., MBA
President and Chief Operating Officer
|
| |
2023
|
| |
537,125
|
| |
-
|
| |
1,331,999
|
| |
2,667,993
|
| |
295,419
|
| |
13,566
|
| |
4,846,102
|
|
2022
|
| |
522,750
|
| |
-
|
| |
1,824,468
|
| |
1,842,489
|
| |
314,978
|
| |
12,200
|
| |
4,516,885
|
||
|
2021
|
| |
510,000
|
| |
-
|
| |
-
|
| |
4,539,600
|
| |
196,222
|
| |
11,600
|
| |
5,257,422
|
||
Mayo Pujols
Chief Technical Officer, Executive Vice President(7)
|
| |
2023
|
| |
492,500
|
| |
150,000
|
| |
1,415,987
|
| |
2,083,987
|
| |
221,625
|
| |
13,566
|
| |
4,377,665
|
|
2022
|
| |
229,090
|
| |
150,000
|
| |
1,249,997
|
| |
1,249,994
|
| |
119,070
|
| |
151,551
|
| |
3,149,702
|
||
Jonathan Schwartz, M.D.
Chief Medical and Gene Therapy Officer
|
| |
2023
|
| |
447,433
|
| |
-
|
| |
832,482
|
| |
1,667,492
|
| |
196,871
|
| |
13,566
|
| |
3,157,844
|
|
2022
|
| |
434,600
|
| |
-
|
| |
894,988
|
| |
1,004,996
|
| |
189,420
|
| |
8,453
|
| |
2,532,457
|
||
|
2021
|
| |
410,000
|
| |
-
|
| |
-
|
| |
1,324,050
|
| |
136,530
|
| |
11,265
|
| |
1,881,845
|
(1)
|
Represents annual cash incentives earned with respect to individual and Company performance in the years indicated, which were paid in the following year. For a discussion of bonuses for fiscal 2023, see above under "Compensation Discussion and Analysis - Annual Cash Incentives."
|
(2)
|
Reflects the aggregate grant date fair value of RSU awards granted to our named executive officers in the year indicated, calculated in accordance with FASB ASC Topic 718. For information regarding assumptions underlying the valuation of equity awards, see Note 9 to our consolidated financial statements for the year ended December 31, 2023. The amounts reported in this column reflect the accounting cost for these RSU awards and do not correspond to the actual economic value that may be received by the named executive officers upon the vesting of the RSUs or any sale of the corresponding shares of common stock.
|
(3)
|
Reflects the aggregate grant date fair value of option awards granted to our named executive officers in the years indicated, calculated in accordance with FASB ASC Topic 718. For information regarding assumptions underlying the valuation of equity awards, see Note 9 to our consolidated financial statements for the year ended December 31, 2023. The amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic value that may be received by the named executive officers upon the exercise of the stock options or any sale of the underlying shares of common stock.
|
(4)
|
The amounts in this column for 2021 and 2022 were previously included in the "Bonus" columns of the Summary Compensation Table in the proxy statements for our annual meeting of shareholders in 2022 and 2023 and are now being reflected in the "Non-Equity Incentive Compensation" column.
|
(5)
|
Except as otherwise noted, represents Company matching contributions to the accounts of our named executive officers in the Company's 401(k) plan and the cost of $50,000 company paid life insurance for all employees, including NEOs.
|
(6)
|
Mr. Militello was appointed as the Interim Principal Financial Officer of the Company effective March 16, 2022 until March 28, 2024, upon the hiring of Aaron Ondrey as Rocket's CFO and Principal Financial Officer. For consideration for his duties as Interim Principal Financial Officer, Mr. Militello received a monthly stipend of $7,626 until the Company hires a Chief Financial Officer. Mr. Militello's monthly stipend ended on March 28, 2024. This stipend is included in Mr. Militello's salary. Mr. Militello's actual salary for 2023 was $317,506 and stipend for duties as Interim Principal Financial Officer was $91,508. Mr. Militello received a one-time $5,000 bonus for his work on the Renovacor acquisition. Mr. Militello's actual salary for 2022 was $300,529 and stipend for duties as Interim Principal Financial Officer was $76,259.
|
(7)
|
Mr. Pujols start date with the Company was July 11, 2022. The amount included in the Salary column represents base salary earned in fiscal 2022. His annualized base salary for fiscal 2023 was $492,500. His annualized base salary for fiscal 2022 was $480,000. In connection with Mr. Pujols offer letter, Mr. Pujols received a sign-on bonus of $300,000, of which $150,000 has been earned and included in the 2023 Bonus column and $150,000 earned in 2022. In addition, in 2022, Mr. Pujols received a relocation bonus of $137,509 and a housing allowance of $14,042 which have been included in the All Other Compensation column.
|
TABLE OF CONTENTS
| |
Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards
|
| |
All Other
Stock Awards:
Number of
Shares of Stock
or Units
(#)
|
| |
All Other
Option Awards:
Number of
Securities
Underlying
Options
(#)
|
| |
Exercise or
Base Price
of
Option
Awards
($/share)
|
| |
Grant Date
Fair Value
of
Stock and
Option
Awards
($)(1)
|
||||
| |
Grant
Date
|
| |
Target
($)(2)
|
| ||||||||||||
Gaurav Shah, M.D.
|
| |
02/14/2023
|
| |
375,000
|
| |
116,317
|
| |
348,590
|
| |
20.04
|
| |
6,999,987
|
John Militello, CPA
|
| |
02/14/2023
|
| |
95,252
|
| |
16,616
|
| |
49,798
|
| |
20.04
|
| |
999,976
|
Kinnari Patel, Pharm.D., MBA
|
| |
02/14/2023
|
| |
268,563
|
| |
66,467
|
| |
199,194
|
| |
20.04
|
| |
3,999,991
|
Mayo Pujols
|
| |
02/14/2023
|
| |
221,625
|
| |
78,009
|
| |
167,103
|
| |
20.04
|
| |
3,499,974
|
Jonathan Schwartz
|
| |
02/14/2023
|
| |
178,973
|
| |
41,541
|
| |
124,496
|
| |
20.04
|
| |
2,499,974
|
(1)
|
Reflects the aggregate grant date fair value of option awards and RSUs granted to our named executive officers in 2023, calculated in accordance with FASB ASC Topic 718 excluding any estimates of forfeitures related to service-based vesting conditions. For information regarding assumptions underlying the valuation of equity awards, see Note 9 to our consolidated financial statements for the year ended December 31, 2023. The awards were granted under the 2014 Plan. Please see the Compensation Discussion and Analysis section of this proxy statement for more information regarding these equity awards.
|
(2)
|
The Company's Non-Equity Incentive Plan Awards have an annual target amount, but do not have threshold or maximum amounts.
|
Name
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable(1)
|
| |
Option
Exercise
Price
($)
|
| |
Option
Expiration
Date
|
| |
Number of
Shares or
Units of Stock
That Have
Not Vested
(#)
|
| |
Market Value
of Shares or
Units of Stock
That Have
Not Vested
($)(2)
|
Gaurav D. Shah, M.D.
|
| |
76,490
|
| |
-
|
| |
1.69
|
| |
4/12/27
|
| |
-
|
| |
-
|
| |
395,000
|
| |
-
|
| |
18.75
|
| |
3/29/28
|
| |
-
|
| |
-
|
|
|
| |
315,700
|
| |
-
|
| |
14.56
|
| |
1/28/29
|
| |
-
|
| |
-
|
|
| |
383,306
|
| |
-
|
| |
22.72
|
| |
2/6/30
|
| |
-
|
| |
-
|
|
| |
107,993
|
| |
77,077
|
| |
62.32
|
| |
2/4/31
|
| |
-
|
| |
-
|
|
| |
172,652
|
| |
124,385
|
| |
19.05
|
| |
2/14/32
|
| |
-
|
| |
-
|
|
| |
116,429
|
| |
232,161
|
| |
20.04
|
| |
2/14/33
|
| |
-
|
| |
-
|
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
156,215(3)
|
| |
4,681,764
|
John Militello, CPA
|
| |
10,000
|
| |
-
|
| |
12.55
|
| |
1/8/28
|
| |
-
|
| |
-
|
| |
10,000
|
| |
-
|
| |
18.75
|
| |
3/29/28
|
| |
-
|
| |
-
|
|
| |
10,000
|
| |
-
|
| |
20.61
|
| |
6/25/28
|
| |
-
|
| |
-
|
|
| |
20,000
|
| |
-
|
| |
14.56
|
| |
1/28/29
|
| |
-
|
| |
-
|
|
| |
10,000
|
| |
-
|
| |
10.85
|
| |
9/2/29
|
| |
-
|
| |
-
|
|
| |
20,000
|
| |
-
|
| |
22.72
|
| |
2/6/30
|
| |
-
|
| |
-
|
|
| |
2,000
|
| |
-
|
| |
23.89
|
| |
2/10/30
|
| | | | |||
| |
18,000
|
| |
-
|
| |
24.82
|
| |
8/3/30
|
| | | | |||
| |
16,501
|
| |
1,499
|
| |
62.32
|
| |
2/4/31
|
| | | | |||
| |
15,693
|
| |
11,310
|
| |
19.05
|
| |
2/14/32
|
| |
-
|
| |
-
|
|
| |
14,468
|
| |
14,442
|
| |
13.12
|
| |
4/18/32
|
| |
-
|
| |
-
|
|
| |
-
|
| |
49,798
|
| |
20.04
|
| |
2/14/33
|
| | | | |||
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
44,072(4)
|
| |
1,320,838
|
TABLE OF CONTENTS
Name
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable(1)
|
| |
Option
Exercise
Price
($)
|
| |
Option
Expiration
Date
|
| |
Number of
Shares or
Units of Stock
That Have
Not Vested
(#)
|
| |
Market Value
of Shares or
Units of Stock
That Have
Not Vested
($)(2)
|
Kinnari Patel, Pharm.D., M.B.A.
|
| |
175,000
|
| |
-
|
| |
18.75
|
| |
3/29/28
|
| |
-
|
| |
-
|
| |
180,000
|
| |
-
|
| |
14.56
|
| |
1/28/29
|
| |
-
|
| |
-
|
|
| |
50,000
|
| |
-
|
| |
10.85
|
| |
9/2/29
|
| |
-
|
| |
-
|
|
| |
150,000
|
| |
-
|
| |
22.72
|
| |
2/6/30
|
| |
-
|
| |
-
|
|
| |
15,000
|
| |
-
|
| |
23.89
|
| |
2/10/30
|
| |
-
|
| |
-
|
|
| |
50,000
|
| |
-
|
| |
23.05
|
| |
9/8/30
|
| |
-
|
| |
-
|
|
| |
110,010
|
| |
9,990
|
| |
62.32
|
| |
2/4/31
|
| |
-
|
| |
-
|
|
| |
86,324
|
| |
62,194
|
| |
19.05
|
| |
2/14/32
|
| |
-
|
| |
-
|
|
| |
-
|
| |
199,194
|
| |
20.04
|
| |
2/14/33
|
| |
-
|
| |
-
|
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
138,906(5)
|
| |
4,163,013
|
|
Jonathan Schwartz, M.D.
|
| |
38,310
|
| |
-
|
| |
1.21
|
| |
2/8/26
|
| |
-
|
| |
-
|
| |
60,000
|
| |
-
|
| |
18.75
|
| |
3/29/28
|
| |
-
|
| |
-
|
|
| |
75,000
|
| |
-
|
| |
14.56
|
| |
1/28/29
|
| |
-
|
| |
-
|
|
| |
30,000
|
| |
-
|
| |
10.85
|
| |
9/2/29
|
| |
-
|
| |
-
|
|
| |
75,000
|
| |
-
|
| |
22.72
|
| |
2/6/30
|
| |
-
|
| |
-
|
|
| |
7,000
|
| |
-
|
| |
23.89
|
| |
2/10/30
|
| |
-
|
| |
-
|
|
| |
32,086
|
| |
2,914
|
| |
62.32
|
| |
2/4/31
|
| |
-
|
| |
-
|
|
| |
47,265
|
| |
33,745
|
| |
19.05
|
| |
2/14/32
|
| |
-
|
| |
-
|
|
| |
-
|
| |
124,496
|
| |
20.04
|
| |
2/14/33
|
| |
-
|
| |
-
|
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
75,319(5)
|
| |
2,257,310
|
|
Mayo Pujols
|
| |
59,372
|
| |
82,922
|
| |
13.74
|
| |
08/01/32
|
| |
-
|
| |
-
|
| |
-
|
| |
99,597
|
| |
20.04
|
| |
02/13/33
|
| |
-
|
| |
-
|
|
| |
-
|
| |
67,506
|
| |
16.75
|
| |
08/07/33
|
| |
-
|
| |
-
|
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
131,026(6)
|
| |
3,926,849
|
(1)
|
These stock options have a grant date that is ten years prior to the expiration date. Such awards vest 33% on the first anniversary of the date of grant with the remaining portion subject to equal quarterly vesting over the following two years.
|
(2)
|
Reflects the market value of the RSUs that have not vested computed by multiplying $29.97, which was the closing market price of the Company's stock on December 31, 2023, by the number of RSUs that had not vested as of December 31, 2023.
|
(3)
|
Reflects RSUs granted on February 14, 2022 and February 14, 2023, one-third of which vest on the first anniversary of the grant date and two-thirds of which vest in equal quarterly installments over the following two years.
|
(4)
|
Reflects RSUs granted on February 14, 2022, April 18, 2022 and February 14, 2023, one-third of which vest on the first anniversary of the grant date and two-thirds of which vest in equal quarterly installments over the following two years and RSUs granted on August 12, 2022 which vest in full on August 12, 2025.
|
(5)
|
Reflects RSUs granted on February 14, 2022 and February 14, 2023, one-third of which vest on the first anniversary of the grant date and two-thirds of which vest in equal quarterly installments over the following two years and RSUs granted on August 12, 2022 which vest in full on August 12, 2025.
|
(6)
|
Reflects RSUs granted on August 1, 2022 and February 14, 2023, one-third of which vest on the first anniversary of the grant date and two-thirds of which vest in equal quarterly installments over the following two years and RSUs granted on August 12, 2022 which vest in full on August 12, 2025.
|
TABLE OF CONTENTS
Name
|
| |
Number of Shares
Acquired Upon
Exercise (#)
|
| |
Value Realized on
Exercise ($)(1)
|
| |
Number of Shares
Acquired Upon
Vesting (#)
|
| |
Value Realized on
Vesting ($)(2)
|
Gaurav D. Shah, M.D.
|
| |
-
|
| |
-
|
| |
55,377
|
| |
1,098,983
|
John Militello, CPA
|
| |
-
|
| |
-
|
| |
14,569
|
| |
277,800
|
Kinnari Patel, Pharm.D., M.B.A.
|
| |
-
|
| |
-
|
| |
27,687
|
| |
549,462
|
Jonathan Schwartz, M.D.
|
| |
38,310
|
| |
627,822
|
| |
15,102
|
| |
299,706
|
Mayo Pujols
|
| |
-
|
| |
-
|
| |
686,867
|
| |
37,958
|
(1)
|
The value realized on vesting is calculated by multiplying the number of shares of stock by the difference between (i) the market value of the shares of common stock at exercise and (ii) the exercise price of the options.
|
(2)
|
The value realized on vesting is calculated by multiplying the number of shares of stock by the market value of the underlying shares on each vesting date.
|
TABLE OF CONTENTS
•
|
any material breach by the executive of any agreement between the executive and the Company;
|
•
|
the conviction of, indictment for or plea of nolo contendere by the executive to a felony or a crime involving moral turpitude; or
|
•
|
any material misconduct or willful and deliberate nonperformance (other than by reason of the executive's Disability) by the executive of the executive's duties to the Company.
|
•
|
a material, adverse change in the executive's duties, responsibilities, authority, title or reporting structure;
|
•
|
a material reduction in the executive's base salary or bonus opportunity; or
|
•
|
a geographical relocation of the executive's principal office location by more than 50 miles.
|
•
|
the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity;
|
•
|
a merger, reorganization or consolidation pursuant to which the holders of the Company's outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction;
|
•
|
the sale of all of the stock of the Company to an unrelated person, entity or group thereof acting in concert; or
|
•
|
any other transaction in which the owners of the Company's outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company.
|
TABLE OF CONTENTS
Executive Benefits and
Payment upon Termination
|
| |
Termination
by Company
without Cause
or Resignation
For Good
Reason Not
in Connection
with a Change
in Control ($)
|
| |
Termination
due to Death
or Disability
($)
|
| |
Termination by
Company without
Cause or Voluntary
Resignation for
Good Reason within
12 Months
Following a Change
in Control ($)
|
Compensation:
|
| | | | | | |||
Cash Severance
|
| |
1,005,000
|
| |
375,000
|
| |
1,320,000
|
Acceleration of Equity Awards(1)
|
| |
-
|
| |
8,345,405
|
| |
8,345,405
|
Health care continuation
|
| |
29,961
|
| |
-
|
| |
44,942
|
Total
|
| |
1,034,961
|
| |
8,720,405
|
| |
9,710,347
|
(1)
|
The value of accelerated vesting of stock options is based on the difference between (x) $29.97, the closing market price of our common stock on December 31, 2023, and (y) the per share exercise price of the stock option. The value of accelerated RSUs is based on $29.97, the closing market price of our common stock on December 31, 2023, and the unvested RSUs. Cash severance represents $630,000 annual base salary and $375,000 annual bonus payable upon death.
|
Executive Benefits and
Payment upon Termination
|
| |
Termination
by Company
without Cause
or Resignation
For Good
Reason Not
in Connection
with a Change
in Control ($)
|
| |
Termination
due to Death
or Disability
($)
|
| |
Termination by
Company without
Cause or Voluntary
Resignation for
Good Reason within
24 Months
Following a Change
in Control ($)
|
Compensation:
|
| | | | | | |||
Cash Severance
|
| |
673,563
|
| |
268,563
|
| |
808,563
|
Acceleration of Equity Awards(1)
|
| |
-
|
| |
6,820,168
|
| |
6,820,168
|
Health care continuation
|
| |
17,894
|
| |
-
|
| |
23,858
|
Total
|
| |
691,457
|
| |
7,088,731
|
| |
7,652,589
|
(1)
|
The value of accelerated vesting of stock options is based on the difference between (x) $29.97, the closing market price of our common stock on December 31, 2023, and (y) the per share exercise price of the stock option. The value of accelerated RSUs is based on $29.97, the closing market price of our common stock on December 31, 2023 and the unvested RSUs. Cash severance represents prorated nine months annual salary of $405,000 and annual bonus payable on death of $268,563.
|
Executive Benefits and
Payment upon Termination
|
| |
Termination
by Company
without Cause
or Resignation For
Good Reason Not
in Connection
with a Change
in Control ($)
|
| |
Termination
due to Death
or Disability ($)
|
| |
Termination by
Company without
Cause or Voluntary
Resignation for
Good Reason within
24 Months
Following a Change
in Control ($)
|
Compensation:
|
| | | | | | |||
Cash Severance
|
| |
516,473
|
| |
178,973
|
| |
516,473
|
Acceleration of Equity Awards(1)
|
| |
-
|
| | | |
3,713,878
|
|
Health care continuation
|
| |
25,361
|
| |
-
|
| |
25,361
|
Total
|
| |
541,834
|
| |
178,973
|
| |
4,255,711
|
(1)
|
The value of accelerated vesting of stock options is based on the difference between (x) $29.97, the closing market price of our
|
TABLE OF CONTENTS
Executive Benefits and
Payment upon Termination
|
| |
Termination
by Company
without Cause
or Resignation For
Good Reason Not
in Connection
with a Change
in Control ($)
|
| |
Termination
due to Death
or Disability ($)
|
| |
Termination by
Company without
Cause or Voluntary
Resignation for
Good Reason within
12 Months
Following a Change
in Control ($)
|
Compensation:
|
| | | | | | |||
Cash Severance
|
| |
164,500
|
| |
-
|
| |
415,252
|
Acceleration of Equity Awards(1)
|
| |
-
|
| |
-
|
| |
2,182,185
|
Health care continuation
|
| |
21,176
|
| |
-
|
| |
21,176
|
Total
|
| |
185,676
|
| |
-
|
| |
2,618,613
|
(1)
|
The value of accelerated vesting of stock options is based on the difference between (x) $29.97, the closing market price of our common stock on December 31, 2023, and (y) the per share exercise price of the stock option. The value of accelerated RSUs is based on $29.97, the closing market price of our common stock on December 31, 2023 and the unvested RSUs.
|
Executive Benefits and
Payment upon Termination
|
| |
Termination
by Company
without Cause
or Resignation For
Good Reason Not
in Connection
with a Change
in Control ($)
|
| |
Termination
due to Death
or Disability ($)
|
| |
Termination by
Company without
Cause or Voluntary
Resignation for
Good Reason within
12 Months
Following a Change
in Control ($)
|
Compensation:
|
| | | | | | |||
Cash Severance
|
| |
369,375
|
| |
-
|
| |
716,625
|
Acceleration of Equity Awards(1)
|
| |
-
|
| |
-
|
| |
6,961,840
|
Health care continuation
|
| |
17,799
|
| |
-
|
| |
17,799
|
Total
|
| |
387,174
|
| |
-
|
| |
7,696,264
|
(1)
|
The value of accelerated vesting of stock options is based on the difference between (x) $29.97, the closing market price of our common stock on December 31, 2023, and (y) the per share exercise price of the stock option. The value of accelerated RSUs is based on $29.97, the closing market price of our common stock on December 31, 2023 and the unvested RSUs.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
In accordance with SEC rules, the Stock Awards and Options Awards columns in the Summary Compensation Table include the aggregate grant date fair values of the RSUs and options granted during 2023.
|
•
|
The Pay Versus Performance Table below differs from both the information presented in the CD&A and in the Summary Compensation Table, because it calculates "compensation actually paid" based on different methodologies, including the value of 2023 equity awards as of December 31, 2023, and the change in value during 2023 for prior years' equity awards.
|
•
|
The Company does not use any financial performance measures to link compensation actually paid to our named executive officers to the Company's performance. Accordingly, pursuant to SEC rules, we have not included a "Company-Selected Measure" or a tabular list of performance measures.
|
Year
|
| |
Summary
Compensation
Table Total
for PEO(1)
|
| |
Compensation
Actually Paid
to PEO(2)
|
| |
Average
Summary
Compensation
Table Total
for Non-PEO
NEOS(3)
|
| |
Average
Compensation
Actually Paid
to Non-PEO
NEOS(4)
|
| |
Value of Initial Fixed $100
Investment Based On:
|
| |
Net income
(in thousands)(7)
|
|||
|
Total
Shareholder
Return(5)
|
| |
Peer Group
Total
Shareholder
Return(6)
|
| ||||||||||||||||
2023
|
| |
$8,013,553
|
| |
$12,366,504
|
| |
$3,477,295
|
| |
$5,584,040
|
| |
$131.68
|
| |
$115.42
|
| |
($245,595)
|
2022
|
| |
$6,553,203
|
| |
$5,185,698
|
| |
$2,714,046
|
| |
$2,414,745
|
| |
$85.98
|
| |
$111.27
|
| |
($221,863)
|
2021
|
| |
$7,918,750
|
| |
($4,329,821)
|
| |
$3,598,514
|
| |
($380,245)
|
| |
$95.91
|
| |
$124.89
|
| |
($169,069)
|
2020
|
| |
$6,859,135
|
| |
$21,732,137
|
| |
$1,897,164
|
| |
$4,591,740
|
| |
$240.95
|
| |
$125.69
|
| |
($139,700)
|
(1)
|
This column represents the amount of total compensation reported for Mr. Shah (our CEO) for each corresponding fiscal year in the "Total" column of the Summary Compensation Table ("total compensation"). Please refer to the Summary Compensation Table in this Proxy Statement.
|
(2)
|
This column represents the amount of "compensation actually paid" to Mr. Shah, as computed in accordance with Item 402(v) of Regulation S-K. The "compensation actually paid" for 2022 has been updated from the amounts reported in the Company's 2023 Proxy Statement to reflect vesting treatment of restricted stock unit agreements. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Shah during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Shah's total compensation for each fiscal year to determine the "compensation actually paid":
|
Year
|
| |
Reported
Summary
Compensation
Table Total
for PEO(a)
|
| |
Reported
Summary
Compensation
Table Value of
PEO Equity
Awards(b)
|
| |
Adjusted
Value of
Equity
Awards(c)
|
| |
Compensation
Actually Paid
to PEO
|
2023
|
| |
$8,013,553
|
| |
$6,999,987
|
| |
$11,352,938
|
| |
$12,366,504
|
2022
|
| |
$6,553,203
|
| |
$5,499,980
|
| |
$4,132,475
|
| |
$5,185,698
|
(a)
|
This column represents the amount of total compensation reported for Mr. Shah for 2022 and 2023 in the "Total" column of the Summary Compensation Table. Please refer to the Executive Compensation Tables section of this Proxy Statement.
|
(b)
|
This column represents the aggregate grant date fair value of equity awards reported in the "Stock Awards" and "Option Awards" columns in the Summary Compensation Table for each year. Please refer to the Executive Compensation Tables section of the Company's Proxy Statement. The amount in this column is replaced with the amount reported in the Adjusted Value of Equity Awards column in order to arrive at compensation actually paid.
|
TABLE OF CONTENTS
(c)
|
This column represents an adjustment to the amounts in the "Stock Awards" and "Option Awards" columns in the Summary Compensation Table for each year. For each year presented, the adjusted amount replaces the "Stock Awards" and "Option Awards" columns in the Summary Compensation Table for Mr. Shah to arrive at "compensation actually paid" to Mr. Shah for the year presented. The adjusted amount is determined by adding (or subtracting, as applicable) the following for each year: (i) the year-end fair value of any equity awards granted in each year that are outstanding and unvested as of the end of such year; (ii) the amount of change as of the end of each year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of such year; (iii) for awards that are granted and vest in each year presented, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the years presented, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the years presented, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in each year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for each year. The amounts added or subtracted to determine the adjusted amount are as follows:
|
Year
|
| |
Year End Fair
Value of
Equity
Awards
Granted in the
Year
|
| |
Change in
Fair Value of
Outstanding
and Unvested
Equity
Awards
Granted
in Prior
Years
|
| |
Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year
|
| |
Change in Fair
Value as of the
Vesting Date of
Equity Awards
Granted in
Prior Years
that Vested in
the Year
|
| |
Fair Value at
the End of the
Prior Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year
|
| |
Value of
Dividends or
other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
|
| |
Total Equity
Award
Adjustments
|
2023
|
| |
$10,224,335
|
| |
$1,182,622
|
| |
$-
|
| |
($54,019)
|
| |
$-
|
| |
$-
|
| |
$11,352,938
|
2022
|
| |
$5,493,244
|
| |
($193,446)
|
| |
$-
|
| |
($1,167,323)
|
| |
$-
|
| |
$-
|
| |
$4,132,475
|
(3)
|
This column represents the average of the amounts reported for the Company's named executive officers (NEOs) as a group (excluding Mr. Shah) in the "Total" column of the Summary Compensation Table in each applicable fiscal year. Please refer to the Summary Compensation Table in the Company's Proxy Statement for the applicable fiscal year. The names of each of the NEOs (excluding Mr. Shah) included for purposes of calculating the average amounts in each applicable fiscal year are as follows: (i) for 2023, Kinnari Patel, John Militello, Raj Prabhakar, Mayo Pujols; (ii) for 2022, Kinnari Patel, John Militello, Carlos Garcia-Parada, Raj Prabhakar, Mayo Pujols; and (iii) for 2021, Kinnari Patel, Carlos Garcia-Parada, Jonathan Schwartz and Martin Wilson, (iv) for 2020, Kinnari Patel, Jonathan Schwartz, Kamran Alam and John Militello.
|
(4)
|
This column represents the average amount of "compensation actually paid" to the NEOs as a group (excluding Mr. Shah), as computed in accordance with Item 402(v) of Regulation S-K. The "compensation actually paid" for 2022 has been updated from the amounts reported in the Company's 2023 Proxy Statement to reflect vesting treatment of restricted stock unit agreements. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Shah) during 2023. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Shah) for 2023 to determine the "compensation actually paid", using the same adjustment methodology described above in Note 2(c):
|
Year
|
| |
Average
Reported
Summary
Compensation
Table Total
for Non-PEO
NEOs(a)
|
| |
Average
Reported
Summary
Compensation
Table Value
of Non-PEO
NEO Equity
Awards(b)
|
| |
Average
Non-PEO
NEO
Adjusted
Value of
Equity
Awards(c)
|
| |
Average
Compensation
Actually Paid
to Non-PEO
NEOs
|
2023
|
| |
$3,477,295
|
| |
$2,749,979
|
| |
$4,856,724
|
| |
$5,584,040
|
2022
|
| |
$2,714,046
|
| |
$2,123,381
|
| |
$1,824,080
|
| |
$2,414,745
|
(a)
|
This column represents the average of the amounts reported for the Company's named executive officers (NEOs) as a group (excluding Mr. Shah) in the "Total" column of the Summary Compensation Table in each year.
|
(b)
|
This column represents the average of the total amounts reported for the NEOs as a group (excluding Mr. Shah) in the "Stock Awards" and "Option Awards" columns in the Summary Compensation Table in each year. The amount in this column is replaced with the amount reported in the Average Non-PEO NEO Adjusted Value of Equity Awards column in order to arrive at compensation actually paid.
|
TABLE OF CONTENTS
(c)
|
This column represents an adjustment to the average of the amounts reported for the NEOs as a group (excluding Mr. Shah) in the "Stock Awards" and "Option Awards" columns in the Summary Compensation Table for each year determined using the same methodology described above in Note 2(c). For each year, the adjusted amount replaces the "Stock Awards" and "Option Awards" columns in the Summary Compensation Table for each NEO (excluding Mr. Shah) to arrive at "compensation actually paid" to each NEO (excluding Mr. Shah) for each year, which is then averaged to determine the average "compensation actually paid" to the NEOs (excluding Mr. Shah) for that year. The amounts added or subtracted to determine the adjusted average amount are as follows:
|
Year
|
| |
Year End Fair
Value of
Equity
Awards
Granted in the
Year
|
| |
Change in
Fair Value of
Outstanding
and Unvested
Equity
Awards
Granted
in Prior
Years
|
| |
Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year
|
| |
Change in Fair
Value as of the
Vesting Date of
Equity Awards
Granted in
Prior Years
that Vested in
the Year
|
| |
Fair Value at
the End of the
Prior Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year
|
| |
Value of
Dividends or
other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
|
| |
Total Equity
Award
Adjustments
|
2023
|
| |
$4,140,112
|
| |
$792,922
|
| |
$-
|
| |
($76,309)
|
| |
$-
|
| |
$-
|
| |
$4,856,724
|
2022
|
| |
$2,258,641
|
| |
($48,605)
|
| |
$-
|
| |
($248,187)
|
| |
($137,769)
|
| |
$-
|
| |
$1,824,080
|
(5)
|
Total Shareholder Return ("TSR") represents the cumulative return on a fixed investment of $100 in the Company's common stock, for the period beginning on the last trading day of fiscal year 2019 through the end of the applicable fiscal year, assuming reinvestment of dividends.
|
(6)
|
This column represents cumulative peer group TSR computed in accordance with Note 5. The peer group used for this purpose is Nasdaq Biotechnology Index.
|
(7)
|
This column represents the amount of net income reflected in the Company's audited financial statements for the applicable fiscal year.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
| |
Annual Retainer
|
|
Board of Directors:
|
| | |
All non-employee members, except chairman
|
| |
40,000
|
Audit Committee:
|
| | |
Members
|
| |
10,000
|
Chairman
|
| |
20,000
|
Compensation Committee:
|
| | |
Members
|
| |
7,500
|
Chairman
|
| |
15,000
|
Nominating and Corporate Governance Committee:
|
| | |
Members
|
| |
5,000
|
Chairman
|
| |
10,000
|
TABLE OF CONTENTS
Director Name
|
| |
Fees Earned or
Paid in Cash
($)
|
| |
Option Awards
($)(1)
|
| |
All Other
Compensation
($)
|
| |
Total $
|
Elisabeth Björk, M.D., Ph.D.
|
| |
-
|
| |
409,987
|
| |
-
|
| |
409,987
|
Carsten Boess
|
| |
67,500
|
| |
359,992
|
| |
-
|
| |
427,492
|
Pedro Granadillo
|
| |
-
|
| |
429,984
|
| |
-
|
| |
429,984
|
Gotham Makker, M.D.
|
| |
-
|
| |
399,988
|
| |
-
|
| |
399,988
|
Fady Malik, M.D., Ph.D.
|
| |
40,000
|
| |
359,992
|
| |
-
|
| |
399,992
|
David Southwell
|
| |
40,000
|
| |
359,992
|
| |
-
|
| |
399,992
|
Naveen Yalamanchi, M.D.
|
| |
57,500
|
| |
359,992
|
| |
-
|
| |
417,492
|
Keith Woods(2)
|
| |
2,717
|
| |
565,987
|
| |
-
|
| |
568,704
|
Roderick Wong, M.D.(3)
|
| |
-
|
| |
409,987
|
| |
-
|
| |
409,987
|
(1)
|
Amounts represent the aggregate grant-date fair value of option awards granted to our directors in 2023, computed in accordance with FASB ASC Topic 718 excluding any estimates of forfeitures related to service-based vesting conditions. For information regarding assumptions underlying the valuation of equity awards, see Note 9 to our consolidated financial statements for the year ended December 31, 2023. These amounts do not correspond to the actual value that may be recognized by the directors upon vesting of the applicable awards. As of December 31, 2023, Rocket Board members held unexercised options to purchase the following number of shares: 212,856 shares for Mr. Wong, 227,044 shares for Mr. Makker, 193,519 shares for Mr. Granadillo, 196,081 shares for Mr. Boess, 175,831 shares for Mr. Yalamanchi, 366,705 shares for Mr. Southwell, 158,465 shares for Dr. Björk and 32,482 for Mr. Woods.
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(2)
|
Mr. Woods was appointed to our Board effective December 7, 2023, and his cash Board fees were prorated based on the number of days he served as a director in fiscal 2023. Mr. Woods received a new director grant with a grant date fair value of $359,988 and a prorated annual grant with a grant date fair value of $205,988.
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(3)
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As Chairman of the Board, Dr. Wong is not entitled to receive any cash fees for his service.
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Position
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| |
Target Value
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Non-Employee Director
|
| |
1x Annual Retainer
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Chief Executive Officer
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3x Annual Base Salary
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Chief Financial Officer
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| |
1x Annual Base Salary
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Other Executive Officer
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1x Annual Base Salary
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•
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the amounts involved exceeded or exceeds $120,000; and
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•
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any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.
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•
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each person, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of our capital stock;
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•
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our named executive officers;
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•
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each of our other directors; and
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•
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all executive officers and directors as a group.
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Name and address of beneficial owner
|
| |
Number of
Shares
Beneficially
Owned
|
| |
Percent of
Class
|
5% Stockholders
|
| | | | ||
RTW Investments, LP(1)
40 10th Avenue, Floor 7
New York, NY 10014
|
| |
18,188,457
|
| |
%
|
Wellington Management Group LLP(2)
280 Congress Street
Boston, MA 02210
|
| |
9,156,099
|
| |
%
|
Blackrock, Inc.(3)
55 East 52nd Street
New York, NY 10055
|
| |
5,930,178
|
| |
%
|
The Vanguard Group(4)
100 Vanguard Blvd
Malvern, PA 19355
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| |
5,447,565
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%
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Named executive officers and directors
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| | | | ||
Gaurav Shah, M.D.(5)
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| |
2,819,758
|
| |
%
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John Militello, CPA(6)
|
| |
193,508
|
| |
*%
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Kinnari Patel, Pharm.D., M.B.A.(7)
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| |
1,514,305
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| |
%
|
Mayo Pujols(8)
|
| |
144,757
|
| |
%
|
Jonathan Schwartz, M.D(9)
|
| |
548,323
|
| |
%
|
Roderick Wong, M.D.(1)
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| |
18,371,873
|
| |
%
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Elisabeth Björk, M.D., Ph.D.(10)
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| |
129,025
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| |
%
|
Carsten Boess(11)
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| |
170,231
|
| |
%
|
Pedro Granadillo(12)
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| |
162,643
|
| |
%
|
Gotham Makker, M.D.(13)
|
| |
1,018,144
|
| |
%
|
Fady Malik, M.D., Ph.D.(14)
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| |
78,519
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| |
*%
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David P. Southwell(15)
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| |
436,015
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*%
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R. Keith Woods
|
| |
-
|
| |
-
|
Naveen Yalamanchi, M.D.(16)
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| |
263,622
|
| |
*%
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All directors and executive officers as a group (14 persons)(17)
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| |
25,580,723
|
| |
%
|
*
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Represents beneficial ownership of less than one percent.
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(1)
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Based on Amendment No. 10 to Schedule 13D, jointly filed by RTW Investments, LP ("RTW") and Roderick Wong with the SEC on September 19, 2023. According to Amendment No. 10 to Schedule 13D, the reporting persons had shared voting power and shared dispositive power with respect to 18,188,457 shares, which includes 30,852 shares of common stock issuable upon the exercise of warrants and did not have sole voting power or dispositive power as to any shares. The number shares of shares beneficially owned does not include 3,126,955 pre-funded warrants to purchase shares of Rocket's common stock (the "Pre-Funded Warrants") purchased by funds affiliated with RTW in September 2023. The Pre-Funded Warrants contain an exercise limitation prohibiting the holder from exercising the Pre-Funded Warrants until such time as the holder, together with certain other related parties, would not beneficially own after any such exercise more than 9.99% of the then issued and outstanding common stock (the "Blocker"). Due to the Blocker, the Pre-Funded Warrants beneficially owned by certain of the RTW Funds are not presently exercisable. According to Schedule 13D/A, the shares of common stock beneficially owned by the reporting persons are held by one or more funds (together the "RTW Funds") managed by RTW Investments, LP (the "RTW Adviser"). The RTW Adviser, in its capacity as the investment manager of the RTW Funds, has the power to vote and the power to direct the disposition of all such shares of common stock held by the RTW Funds. Roderick Wong is the Managing Partner and Chief Investment Officer of the RTW Adviser. Roderick Wong is a control person of RTW and Chairman of the Board. Mr. Wong's holdings also include 129,795 shares of common stock issuable upon the exercise of options exercisable within 60 days of April 16, 2024.
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(2)
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Based on Schedule 13G, filed by Wellington Management Group LLP with the SEC on February 8, 2024. According to the Schedule 13G, the reporting persons had shared voting power with respect to 7,363,699 shares, shared dispositive power as to 8,197,546 shares and did not have sole voting power or sole dispositive power as to any shares.
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(3)
|
Based on Amendment No. 2 to Schedule 13G, filed by Blackrock, Inc. with the SEC on January 29, 2024. According to Amendment No. 1 to Schedule 13G, the reporting persons had sole voting power with respect to 5,847,675 shares, sole dispositive power with respect to 5,930,178 shares, and did not have shared voting or dispositive power as to any shares.
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(4)
|
Based on Amendment No. 1 to Schedule 13G, filed by The Vanguard Group with the SEC on February 13, 2024. According to the Schedule 13G, the reporting persons had shared voting power with respect to 108,058 shares, shared dispositive power with respect to 183,551 shares, sole dispositive power as to 5,264,014 shares and did not have sole voting power as to any shares.
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(5)
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Consists of (i) 561,895 shares of common stock, (ii) 207,897 shares of common stock owned by Dr. Shah's wife, (iii) 198,341 shares of common stock held by Gaurav D. Shah Irrevocable Trust, (iv) 1,677,146 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 16, 2024 and (v) 91,725 shares of common stock issuable upon the vesting of RSUs within 60 days after April 16, 2024.
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(6)
|
Consists of (i) 10,705 shares of common stock, (ii) 179,109 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 16, 2024 and (iii) 3,694 shares of common stock issuable upon the vesting of RSUs within 60 days after April 16, 2024.
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(7)
|
Consists of (i) 259,013 shares of common stock, (ii) 98,261 shares owned by Adaptive Technologies, LLC, a limited liability company that is owned and managed by Dr. Patel's husband, (iii) 5,675 shares owned by Dr. Patel's husband, (iv) 1,141,833 shares of common stock issuable upon the exercise of stock options within 60 days after April 16, 2024 and (v) 9,523 shares of common stock issuable upon the vesting of RSUs within 60 days after April 16, 2024.
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(8)
|
Consists of (i) 56,630 shares of common stock, (ii) 124,620 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 16, 2024 and (iii) 20,137 shares of common stock issuable upon the vesting of RSUs within 60 days after April 16, 2024.
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(9)
|
Consists of (i) 95,726 shares of common stock, (ii) 147,586 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 16, 2024 and (iii) 19,508 shares of common stock issuable upon the vesting of RSUs within 60 days after April 16, 2024.
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(10)
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Consists of 129,025 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 16, 2024.
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(11)
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Consists of 170,231 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 16, 2024.
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(12)
|
Consists of (i) 86,009 shares of common stock issuable upon the exercise of options held by Ann Granadillo Lowe 2020 Revocable Trust dated 12/28/2020 ("Ann Granadillo Lowe Trust") exercisable within 60 days after April 16, 2024, (ii) 48,245 shares of common stock issuable upon the exercise of options held by Paul Andrew Granadillo 2020 Revocable Trust dated 12/28/2020 ("Paul Andrew Granadillo Trust" (iii) 16,009 shares of common stock issuable upon the exercise of options by the Pedro P. Granadillo Irrevocable Trust of 2020, dated December 28, 2020, and together with the Ann Granadillo Lowe Trust, the "Trusts") exercisable within 60 days after April 16, 2024, and (iii) 162,643 shares of common stock issuable upon the exercise of options held by Mr. Granadillo exercisable within 60 days after April 16, 2024. [Mr. Granadillo is the trustee of the Trusts.]2
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(13)
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Consists of (i) 621,500 shares of common stock held by Simran Investment Group and (ii) 198,322 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 16, 2024. Dr. Makker serves as the Chief Executive Officer and Chief Investment Officer of Simran Investment Group and exercises voting and dispositive control over the securities held by Simran Investment Group and is therefore deemed be the beneficial owner of securities owned or controlled by Simran Investment Group. Notwithstanding the foregoing, Dr. Makker disclaims personal beneficial ownership of the reported securities held by Simran Investment Group, except to the extent of his pecuniary interest therein. Dr. Makker has a pecuniary interest in RTW, but the beneficial ownership of Dr. Makker in the table above does not reflect such ownership. Dr. Makker has no voting or dispositive power over the shares held by RTW.
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(14)
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Consists of 78,519 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 16, 2024.
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(15)
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Consists of (i) 95,160 shares of common stock and (ii) 340,855 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 16, 2024.
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2
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NTD: To be confirmed upon review of D&O Questionnaire.
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TABLE OF CONTENTS
(16)
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Consists of (i) 82,391 shares owned by the Naveen Yalamanchi Revocable Living Trust, February 9, 2016, of which Dr. Yalamanchi is the trustee and (ii) 148,981 shares of common stock issuable upon the exercise of options within 60 days of April 16, 2024. Dr. Yalamanchi has a pecuniary interest in RTW, but the beneficial ownership of Dr. Yalamanchi in the table above does not reflect such ownership. Dr. Yalamanchi has no voting or dispositive power over the shares held by RTW.
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(17)
|
Includes only current directors and executive officers serving in such capacity on the date of the table. Consists of the shares and stock options held by Dr. Björk, Mr. Southwell, Mr. Boess, Mr. Granadillo, Dr. Malik, Dr. Makker, Mr. Woods, Dr. Shah, Dr. Wong, and Dr. Yalamanchi and shares and stock options held by current executive officers of the Company.
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Plan Category
|
| |
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
|
| |
Weighted-
average exercise
price of
outstanding
options, warrants
and rights(1)
|
| |
Number of
securities remaining
available for future
issuance under equity
compensation plans
(excluding securities
reflected in column
(a))
|
| |
(a)
|
| |
(b)
|
| |
(c)
|
|
Equity compensation plans approved by security holders(2)
|
| |
16,354,353(3)
|
| |
$15.07
|
| |
1,561,404(4)
|
Equity compensation plans not approved by security holders
|
| |
-
|
| |
-
|
| |
-
|
Total
|
| |
16,354,353
|
| |
$15.07
|
| |
1,561,404
|
(1)
|
Does not include shares issuable upon vesting of outstanding RSUs, which have no exercise price and are included in column (a).
|
(2)
|
Consists of the 2014 Plan and the 2014 Amended and Restated Employee Stock Purchase Plan (the "2014 ESPP"). The 2014 Plan provides that an additional number of shares will automatically be added to the shares authorized for issuance under the 2014 Plan on January 1 of each year. The number of shares added each year will be equal to 4% of the outstanding shares on the immediately preceding December 31. The 2014 ESPP provides on January 1, 2016 and each January 1 thereafter, the number of shares of common stock approved, reserved and available for issuance under the 2014 ESPP will be cumulatively increased by the lesser of (i) 600,000 shares of common stock or (ii) such number of shares as is necessary to set the number of unissued shares under the plan at 1% of the Company's outstanding common stock as of January 1 of the applicable year; provided that the Board may act prior to the first day of any fiscal year to provide that there will be no January 1 increase in the share reserve for such fiscal year or that the increase in the share reserve for such fiscal year will be a lesser number of shares of common stock than would otherwise occur pursuant to the preceding clause.
|
(3)
|
Consists of shares underlying outstanding options and restricted stock units under the 2014 Plan.
|
(4)
|
Consists of shares available under the 2014 Plan and the 2014 ESPP. No shares were added to the 2014 Plan on January 1, 2022.
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TABLE OF CONTENTS
| |
Rocket Pharmaceuticals, Inc.
|
||||
| | | | |||
| |
By:
|
| | ||
| |
Gaurav Shah
President and Chief Executive Officer
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TABLE OF CONTENTS
TABLE OF CONTENTS