DEF 14A of Rocket Pharmaceuticals, Inc., Apr 29, 2024

DEF 14A of Rocket Pharmaceuticals, Inc.

Filed Apr 29, 2024 · FY20230001140361-24-023041

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Upon the recommendation of the nominating and corporate governance committee of the Board (the “Nominating and Corporate Governance Committee”), the Board has nominated Dr. Roderick Wong, Dr. Elisabeth Björk, Mr. Carsten Boess, Mr. Pedro Granadillo, Dr. Gotham Makker, Dr. Fady Malik, Dr. Gaurav Shah, Mr. David P. Southwell, Mr. R. Keith Woods and Dr. Naveen Yalamanchi to serve as directors and 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. Each of the foregoing persons currently serves as a director, and each has indicated a willingness to continue to serve as a director.

  2. Nominees for Election as Directors

    Nominees for Election as Directors Set forth below are the names, ages as of April 29, 2024, principal occupations, and business experience, as well as their prior service on the Board, of the directors. Unless otherwise indicated, principal occupations shown for each director have extended for five or more years. Stockholders will be voting on the election as directors of all of the individuals below.

  3. Nominees for Election as Directors

    | Name | Age | Position(s) Held | Director Since | | Roderick Wong, M.D. | 47 | Chairman of the Board | 2018 | | Elisabeth Björk, M.D., Ph.D. | 62 | Director | 2020 | | Carsten Boess | 57 | Director | 2016 | | Pedro Granadillo | 77 | Director | 2018 | | Gotham Makker, M.D. | 52 | Director | 2018 | | Fady Malik, M.D., Ph.D. | 60 | Director | 2022 | | Gaurav Shah, M.D. | 49 | Chief Executive Officer and Director | 2018 | | David P. Southwell | 63 | Director | 2014 | | R. Keith Woods | 56 | Director | 2023 | | Naveen Yalamanchi, M.D. | 47 | Director | 2018 |

  4. Nominees for Election as Directors

    Roderick Wong, M.D. has served as Chairman of our Board since January 2018. Dr. Wong served as the Chairman of the Board for Private Rocket from July 2015 until January 2018. Dr. Wong has over 20 years of healthcare investment experience. Since 2010, he has served as Managing Partner and Chief Investment Officer of RTW Investments, LP (“RTW”), a healthcare-centered investment firm. He also serves on the board of Avidity Biosciences, Inc. and Landos Biopharma, Inc. Prior to RTW, Dr. Wong was a Managing Director and the Portfolio Manager for the Davidson Kempner Healthcare Funds. Prior to joining Davidson Kempner, Dr. Wong held various healthcare investment and healthcare research roles at SAC Capital Company and Cowen & Company. Dr. Wong previously served on the board of directors of Penwest Pharmaceuticals, Health Sciences Acquisitions Corporation and Health Sciences Acquisitions Corporation 2. He received an M.D. from the University of Pennsylvania Medical School, received an M.B.A. from Harvard Business School, and graduated with a B.S. in Economics from Duke University. We believe that Dr. Wong is qualified to serve on our Board due to his service prior to the closing of the Reverse Merger as Chairman of the Board of Directors of Private Rocket and his years of experience in, and extensive knowledge of, the biopharmaceutical industry. Elisabeth Björk, M.D., Ph.D. has served as one of our directors since April 2020. She is currently the Senior Vice President, Head of Late-Stage Development, Cardiovascular, Renal and Metabolism (CVRM), Biopharmaceuticals R&D at AstraZeneca, a publicly-traded multinational pharmaceutical and biotechnology company, leading the global development of medicines in this area. Prior to taking on this role in June 2012, Dr. Björk had several roles of increasing seniority within AstraZeneca, with responsibility for clinical phases I-IV. She is an endocrinologist by training and an associate professor of medicine at Uppsala University, and was Head of the Diabetes and Endocrinology Unit at the University Hospital, Uppsala, where she spent 15 years in clinical practice and diabetes research, before joining AstraZeneca in 2002. She is also a board member of Pharvaris N.V., Calliditas Therapeutics AB, Chalmers University of Technology, Chalmers Ventures AB, Björks Matematik o Mera AB and rfidcompare europe AB. We believe that Dr. Björk’s qualifications to serve on our Board include her depth of knowledge of the pharmaceutical industry and her many years of experience in drug development. Carsten Boess has served as one of our directors since January 2016. He previously served as Executive Vice President of Corporate Affairs at Kiniksa Pharmaceuticals, a publicly-traded biotechnology company, and as Senior Vice President and Chief Financial Officer at Synageva Biopharma Corporation from 2011 until the company’s acquisition by Alexion Pharmaceuticals in 2015. Prior to his role at Synageva, Mr. Boess served in multiple roles with increasing responsibility for Insulet Corporation, including Chief Financial Officer from 2006 to 2009 and Vice President of International Operations from 2009 to 2011. Prior to that, Mr. Boess served as Executive Vice President of Finance for Serono Inc. from 2005 to 2006. In addition, he was a member of the Geneva-based World Wide Executive Finance Management Team while at Serono. Mr. Boess was also Chief Financial Officer at Alexion Pharmaceuticals and was a finance executive at Novozymes of North America and Novo Nordisk in France, Switzerland and China. He is also a board member of Avidity Biosciences, Inc. and Achilles Therapeutics plc, a privately held biopharmaceuticals company, and previously served on the board of directors of Health Sciences Acquisitions Corporation 2. Mr. Boess received a Bachelor’s degree and Master’s degree in Economics and Finance, specializing in Accounting and Finance from the University of Odense, Denmark. We believe that Mr. Boess’ qualifications to serve on our Board include his business and financial experience working at pharmaceutical companies. Pedro Granadillo has served as one of our directors since January 2018. He has over 40 years of biopharmaceutical industry experience with expertise in human resources, manufacturing, quality and corporate governance. From 1970 until his retirement in 2004, Mr. Granadillo held multiple leadership roles at Eli Lilly and Company, a publicly-traded pharmaceutical company, including Senior Vice President of Global Manufacturing and Human Resources and a member of the Executive Committee. Mr. Granadillo has previously served on the boards of directors at Haemonetics Corporation, Dendreon Corporation, Health Sciences Acquisitions Corporation, Health Sciences Acquisitions Corporation 2 and Noven Pharmaceuticals, as well as NPS Pharmaceuticals, which sold to Shire for $5.2 billion in 2015. He graduated from Purdue University with a Bachelor of Science in Industrial Engineering. We believe that Mr. Granadillo’s qualifications to serve on our Board include his depth of knowledge of the pharmaceutical industry and his many years of experience serving on the boards of directors of healthcare companies. Gotham Makker, M.D. has served as one of our directors since January 2018. Dr. Makker has over 20 years of healthcare industry experience. Dr. Makker currently serves as head of Strategic Investments for RTW, a position he has held since 2019. From 2005 to 2019, he served as Chief Executive Officer of Simran Investment Group, LLC, a closely held equity investment fund. Prior to Simran, Dr. Makker was a healthcare portfolio manager and principal at Citadel Investment Group LLC, a position he held from 2002 to 2005. Prior to joining Citadel, Dr. Makker served as an analyst at Oracle Partners LP covering biotechnology and medical device sectors from 2000 to 2001. From 1999 to 2000, Dr. Makker was a senior analyst on the life sciences investment banking team at Hambrecht & Quist. Dr. Makker has previously served on the board of directors of Health Sciences Acquisitions Corporation. Dr. Makker received an M.D. from the University of Nebraska Medical School, and he completed the Sarnoff cardiovascular research fellowship at Columbia University, College of Physicians & Surgeons and at Harvard Medical School, Brigham & Women’s Hospital. We believe that Dr. Makker’s qualifications to serve on our Board include his years of experience in, and extensive knowledge of, the healthcare industry. Fady Malik, M.D., Ph.D. has served as one of our directors since March 2022. Dr. Malik has served as the Executive Vice President of Research and Development at Cytokinetics, Inc., a publicly-traded biopharmaceutical company focused on discovering, developing, and commercializing muscle activators and inhibitors, since November 2015, and he has been with Cytokinetics since its inception in 1998. Prior to taking on his current role in 2015, Dr. Malik had several other roles of increasing seniority within Cytokinetics, including serving as the Senior Vice President of Research and Development from August 2014 to November 2015, as the Senior Vice President of Research and Early Development from June 2012 to August 2014 and as Vice President, Biology from March 2008 to June 2012, all of which roles were focused towards building Cytokinetics’ cardiovascular and skeletal muscle programs from their conception. In addition, since 2000, Dr. Malik has held

  5. Nominees for Election as Directors

    an appointment in the Cardiology Division of the University of California, San Francisco, where he is currently a Clinical Professor. Dr. Malik is a cardiologist by training, and he was a practicing Interventional Cardiologist at the San Francisco Veterans Administration Medical Center for over 18 years. Dr. Malik received a B.S. from the University of California at Berkeley, a Ph.D. from the University of California at San Francisco and his M.D. from the University of California at San Francisco. We believe that Dr. Malik’s qualifications to serve on our Board include his depth of knowledge of the pharmaceutical industry and his many years of experience in clinical research and drug development. Gaurav Shah, M.D. has served as our Chief Executive Officer and as one of our directors since January 2018. Dr. Shah was appointed Chief Executive Officer of Private Rocket in September 2015. Prior to joining Private Rocket, from 2011-2015, Dr. Shah held various leadership positions at Novartis including Global Program Head for CART-19, Global Clinical Program Head for CTL-019 and Biosimilars, and Global Clinical Leader for Afinitor. Prior to Novartis, he spent three years at Eli Lilly and Company as Medical Director overseeing clinical development of numerous programs including olaratumab. During his industry tenure, he has participated in several drug development programs resulting in successful regulatory approvals, such as CTL-019 in pediatric ALL, the first cell and gene therapy approved in the U.S., and successful commercial launches. He also serves on the boards of Talaris Therapeutics, Inc. and privately-held Altheia Science. Prior to joining industry, Dr. Shah was Assistant Professor of Medicine/Oncology at Columbia University. He holds a B.A. in Behavioral Neuroscience from Harvard University and an M.D. from Columbia University. Dr. Shah completed his internal medicine residency at Brigham & Women’s Hospital/Harvard Medical School and completed his hematology/oncology fellowship training at the Memorial-Sloan Kettering Cancer Center. We believe Dr. Shah is qualified to serve on our Board due to his role as Chief Executive Officer of the Company and his significant leadership and management experience in the biopharmaceutical industry. David P. Southwell has served as one of our directors since August 2014. He served as President, Chief Executive Officer and board member of TScan Therapeutics, a publicly-traded, clinical-stage biopharmaceutical company from October 2018 through March 2023. Mr. Southwell previously served as the President and Chief Executive Officer of Inotek from July 2014 to January 2018. From March 2010 to October 2012, Mr. Southwell served as Executive Vice President, Chief Financial Officer of Human Genome Sciences, Inc., which is owned by GlaxoSmithKline plc. Prior to his time at Human Genome Sciences, Mr. Southwell served as Executive Vice President and Chief Financial Officer of Sepracor Inc. from July 1994 to July 2008. Mr. Southwell has also served on the board of directors of PTC Therapeutics Inc. since December 2005 and Spero Therapeutics, Inc. from February 2018 to April 2019. Mr. Southwell received a B.A. from Rice University and an M.B.A. from Dartmouth College, where he served on the Board of Overseers from 2011 to 2020. We believe that Mr. Southwell’s qualifications to serve on our Board include his broad experience serving on the boards of directors of public companies, his specific experience with public therapeutics companies and his executive leadership, managerial and business experience. R. Keith Woods has served as one of our directors since December 2023. Mr. Woods is an experienced biopharmaceutical executive with a career spanning over 30 years in the sector, most recently serving as the Chief Operating Officer for argenx SE from April 2018 through June 2023. Mr. Woods led argenx through its important transition from an R&D organization to a global commercial organization, implementing and overseeing core commercial and medical teams in preparation for its first product launch, including sales, marketing, market access and reimbursement, business operations, patient services and medical affairs. Prior to argenx, Mr. Woods served as Senior Vice President of North American operations for Alexion Pharmaceuticals Inc., where he managed a team of several hundred people in the U.S. and Canada and was responsible for more than $1 billion in annual sales. Within Alexion, he previously served as vice president and managing director of Alexion UK, overseeing all aspects of Alexion’s UK business, vice president of U.S. operations and executive director of sales, leading the launch of Soliris in atypical hemolytic uremic syndrome. Prior to joining Alexion, he held various positions of increasing responsibility within Roche, Amgen and Eisai over a span of 20 years. Mr. Woods currently serves on the board of directors of X4 Pharmaceuticals, TScan Therapeutics and Neurogene Inc. Mr. Woods holds a B.S. in marketing from Florida State University. Naveen Yalamanchi, M.D. has served as one of our directors since January 2018. Dr. Yalamanchi joined Private Rocket as a director in July 2015. Dr. Yalamanchi has over 15 years of healthcare investment and research experience. Since 2015, Dr. Yalamanchi has served as Partner and Portfolio Manager at RTW. Prior to RTW, Dr. Yalamanchi was Vice-President and co-portfolio manager at Calamos Arista Partners, a subsidiary of Calamos Investments, a position he held from 2012 to 2015. Prior to joining Calamos Arista Partners, Dr. Yalamanchi held various healthcare investment roles at Millennium Management and Davidson Kempner Capital Management. Dr. Yalamanchi holds a B.S. in Biology from MIT and an M.D. from Stanford University. He completed his surgery internship at UCLA Medical Center. Dr. Yalamanchi has previously served on the board of directors of Health Sciences Acquisitions Corporation and Health Sciences Acquisitions Corporation 2. We believe that Dr. Yalamanchi is qualified to serve on our Board due to his service prior to the closing of the Reverse Merger as a member of the Board of Directors of Private Rocket and his years of experience in, and extensive knowledge of, the healthcare industry.

  6. Information about the Board and Corporate Governance

    Information about the Board and Corporate Governance

  7. Board of Directors

    Board of Directors The Board oversees our business and monitors the performance of our management. Our executive officers and management oversee the day-to-day operations. The Board held five meetings during the year ended December 31, 2023. During the year ended December 31, 2023, each director then in office attended at least 75% of the total of (i) the meetings of the Board held during the period for which he or she has been a director and (ii) the meetings of the committee(s) on which that director served during such period. Each of our directors then in office attended our 2023 annual meeting of stockholders. It is our policy to encourage our directors to attend the Annual Meeting. The Board is also focused on overboarding concerns and strongly believes that all directors have sufficient time and attention to devote to Board duties and to otherwise fulfill the responsibilities required of directors. Prior to recommending a candidate as a nominee for director, the Nominating and Corporate Governance Committee reviews the candidate’s professional commitments, including the number of boards on which the candidate serves and considers whether those commitments may limit the ability of the candidate to devote sufficient time and attention to Board duties.

  8. Compensation Committee

    | • | reviewing and making recommendations to the Board with respect to director compensation; |

  9. Compensation Committee

    | • | 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. |

  10. Fiscal 2023 Executive Compensation Highlights

    | • | 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. |

  11. Fiscal 2023 Executive Compensation Highlights

    | • | 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. |

  12. Fiscal 2023 Executive Compensation Highlights

    | • | 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. |

  13. Compensation Policies and Practices

    | 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 |

  14. Compensation Policies and Practices

    The compensation arrangements for our executive officers consist of base salary, performance-based cash incentives, equity awards, and broad-based welfare and health benefit programs. While we offer cash compensation in the form of base salaries and annual cash incentives, we intend equity compensation to be the central component of our executive compensation program. We emphasize the use of equity to provide incentives for our executive officers to focus on the growth of our overall enterprise value and, correspondingly, to create value for our stockholders. The longer-term nature of equity mirrors the long-term investment in bringing new therapies to market and incentivizes continuity of leadership over the long term. Historically, we have provided equity compensation primarily in the form of stock options because we believe that stock options serve as an effective performance incentive for our executive officers because the executive officer derives value only if our stock price increases. In 2022, the Compensation Committee approved the addition of RSUs to the named executive officer equity compensation mix at a 33% weighting (based on the grant date fair value under generally accepted accounting principles). We believe that RSUs are complementary to stock options in that they are highly aligned with our stock price between the grant date and vesting dates. However, their shorter duration (i.e., lack of an exercise period) allow for value delivery to our named executive officers that is more consistent with the programs at other, larger pharma companies with which we compete for talent. The Compensation Committee also believes that the equity compensation mix at 67% weighting (based on the grant date fair value under generally accepted accounting principles) on stock options continues to align our named executive officers’ compensation opportunities with sustainable long-term increases in our stock and fosters a “start-up” entrepreneurial culture that is critical to our company’s identity. The Compensation Committee intends to review our executive compensation program, including our equity compensation program, at least annually and with input from its independent compensation consultant. As part of this review process, the Compensation Committee considers whether our programs support our ability to attract, retain and motivate talented executive officers in a manner that drives the success of our business. This evaluation is conducted with input from the management team, as well as the Compensation Committee’s consideration of competitive market data and input provided by the Compensation Committee’s independent compensation consultant. The Compensation Committee also evaluates whether we are meeting our retention objectives and the potential cost of replacing key executive officers.

  15. Role of Compensation Consultant

    Role of Compensation Consultant In fiscal 2023, the Compensation Committee retained Semler Brossy to provide advice regarding our executive compensation program. Pursuant to this engagement, Semler Brossy performed the following projects for the Compensation Committee:

  16. Role of Compensation Consultant

    | • | assisted in the development of the compensation peer group that we use to understand market competitive compensation practices; |

  17. Role of Compensation Consultant

    | • | provided compensation data and analysis of our executive compensation program, comparing our program to those of companies in our compensation peer group; |

  18. Role of Compensation Consultant

    | • | provided perspective on pay recommendations and adjustments for the executive officers; and |

  19. Role of Compensation Consultant

    | • | advised on trends and developments relating to executive compensation. |

  20. Role of Compensation Consultant

    Semler Brossy does not provide any other services to us. Semler Brossy maintains a conflict of interest policy that is specifically designed to prevent any conflicts of interest. In addition, the Compensation Committee has assessed the independence of Semler Brossy considering, among other things, the factors set forth in Exchange Act rules and the Nasdaq listing standards and concluded that no conflict of interest exists with respect to Semler Brossy’s engagement by the Compensation Committee.

  21. Compensation Peer Group

    Compensation Peer Group In 2018, the Compensation Committee identified a compensation peer group designed to reflect companies that are in the biotechnology and pharmaceutical sectors, with similar company stage, pipeline, headcount and mid-level market capitalization. At the time of the group’s approval, we had a market capitalization in the range of the median and a headcount below the median for the compensation peer group. Our compensation peer group for fiscal 2023 consisted of the following companies: Agios Allogene Amicus Beam Bluebird bio BridgeBio CRISPR AG Editas Intellia Krystal Mirati Regenxbio Replimune Rhythm Tenaya Ultragenyx uniQure, N.V. The Compensation Committee considers the compensation levels of the executives at the companies in our compensation peer group to provide general guidance and a benchmark for market practices, without rigidly setting compensation based on specific percentiles relative to the peer group.

  22. Elements of Our Executive Compensation Program

    | • | cash incentives; and |

  23. Elements of Our Executive Compensation Program

    | • | equity compensation. |

  24. Annual Cash Incentives

    Annual Cash Incentives We provide our executive officers with the opportunity to receive annual cash incentives. The annual cash incentives are intended to promote our corporate objectives. When determining performance after the annual performance period, the Compensation Committee considers the Company’s performance across various corporate objectives that it considers to be the primary drivers of our business and that will promote long-term durable growth. For our named executive officers other than our CEO, the Compensation Committee also considers individual performance objectives. In February 2024, the Compensation Committee reviewed the target cash incentive amounts of our named executive officers and maintained the targets, as a percentage of base salary, the same as fiscal 2023. The fiscal 2023 target cash incentive amounts for our named executive officers, both in dollars and as a percentage of base salary, are set forth below.

  25. Annual Cash Incentives

    | 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% |

  26. Annual Cash Incentives

    In January 2023, the Compensation Committee set the following corporate objectives for fiscal 2023:

  27. Annual Cash Incentives

    | • | Advance clinical development pipeline |

  28. Annual Cash Incentives

    | • | Bring promising clinical-stage products to market. |

  29. Annual Cash Incentives

    | • | Expand early-stage pre-clinical pipeline. |

  30. Annual Cash Incentives

    | • | Maintain our strong reputation and increase visibility. |

  31. Annual Cash Incentives

    | • | Build and maintain a culture of quality and compliance. |

  32. Annual Cash Incentives

    In February 2024, the Compensation Committee evaluated the Company’s performance across these corporate objectives and determined that the corporate objectives were achieved at 100% of target. In addition, the Compensation Committee assessed the individual performance of each non-CEO named executive officer, whose annual bonus for 2023 was also based on such assessment. The Compensation Committee determined that, for individual performance, Mr. Militello achieved 105% of target, Dr. Patel achieved 110% of target, Mr. Pujols 100% of target and Mr. Schwartz achieved 110% of target. In making its determinations regarding individual performance, the Compensation Committee considered the following achievements in 2023 for each of the non-CEO named executive officers:

  33. Annual Cash Incentives

    | • | Mr. Militello: Created a dynamic planning process, continued to build upon our internal controls infrastructure and maintained Sarbanes-Oxley Act compliance. |

  34. Annual Cash Incentives

    | • | 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. |

  35. Annual Cash Incentives

    | • | Mr. Pujols: Completed the GMP manufacturing capabilities at the Company’s Cranbury manufacturing facility. |

  36. Annual Cash Incentives

    | • | Mr. Schwartz: Advanced the Company pipeline and made contributions to the field of gene therapy. |

  37. Annual Cash Incentives

    In light of such achievement, the Compensation Committee determined to award annual cash incentive awards to the named executive officers as set forth in the following table.

  38. Annual Cash Incentives

    | 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% |

  39. Equity Compensation

    Equity Compensation We believe that strong long-term corporate performance is achieved with a compensation program that encourages a long-term focus by our executive officers through the use of equity compensation, the value of which depends on the performance of our common stock. For this reason, our long-term incentive compensation to date has been provided largely in the form of equity awards. Historically, we have used stock options to help align the interests of our executive officers with the interests of our stockholders and to enable them to participate in the appreciation of our common stock. Over the course of 2021, the Compensation Committee undertook a holistic evaluation of the Company’s long-term incentive compensation strategy. In particular, the Committee felt it was an appropriate time to evaluate the extent to which the quickly evolving talent landscape in the biopharma and biotechnology spaces necessitated changes to the grant approach at the Company. As described above, the Compensation Committee determined at the conclusion of this evaluation that the incorporation of RSUs into the long-term incentive program would be competitive with grant practices at its peer companies and create further long-term alignment between executive officers and stockholders. Additionally, RSUs are a typical component of long-term incentive program mixes at larger pharma companies with which we compete for critical talent. However, the Compensation Committee also felt it appropriate to maintain the majority of the long-term incentive program in the form of stock options given their inherent performance-based nature (through the exercise price). To that end, the equity grant mix to our executive officers for 2023 was 67% in the form of stock options and 33% in the form of RSUs (based on the grant date fair value under generally accepted accounting principles). The Compensation Committee believes that this mix best balances Rocket’s size, scale, and complexity as a later-stage pre-commercial pharma company with its entrepreneurial, “start-up” identity. The size and form of the equity awards for our executive officers are determined in the discretion of the Compensation Committee at a level that it believes is competitive with current market conditions (as reflected by our compensation peer group), and after taking into consideration each individual executive officer’s role and the scope of his or her responsibilities, his or her experience, his or her past performance and expected future contributions, his or her current equity holdings and the potential equity awards of our other executive officers. When determining the size of equity awards, the Compensation Committee considers the number of underlying shares granted, with a reference to the executive’s total percentage ownership in the Company, and it also considers prior year performance as an input into decision-making. The Company has historically reviewed executive officer market benchmarks prepared by Semler Brossy utilizing the peer group during the December Compensation Committee meeting and during the February Compensation Committee meeting when executive pay levels are discussed and approved. The Company has historically awarded executive officers, other than new hires, annual equity awards during the first fiscal quarter, in either January/February. From time to time, the Company will make off-cycle awards for executive officer retention or promotion or other corporate purposes. For fiscal 2023, the Compensation Committee determined to grant each of our executive officers RSUs and stock options. Our annual RSUs and annual grants of stock options vest over three years, with one-third vesting on the first anniversary of the date of grant and the remainder vesting in equal quarterly installments over the following two years. The table below provides information regarding the number of shares underlying RSUs and stock options granted to each named executive officer during the annual grant process in fiscal 2023 and the aggregate grant date fair value of such equity awards.

  40. Equity Compensation

    | 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 |

  41. Equity Compensation

    As part of its annual review of long-term incentive compensation, the Compensation Committee reviewed the long-term incentive compensation level for the CEO in February 2024. Based upon the Company’s performance in 2023, the Compensation Committee determined that the aggregate target value of Mr. Shah’s 2024 equity awards would be $6.0 million, a decrease of approximately 14% year-over-year. The aggregate grant date fair value for Mr. Militello’s 2024 equity awards would be $750,000, a decrease of approximately 25% year-over-year. The aggregate grant date fair value for Mrs. Patel’s 2024 equity awards would be $3.0 million, a decrease of approximately 25% year-over-year. The aggregate grant date fair value for Mr. Pujols 2024 equity awards would be $1.5 million, a decrease of approximately 25% year-over-year. The aggregate grant date fair value for Dr. Schwartz 2024 equity awards would be $1.75 million, a decrease of approximately 30% year-over-year.

  42. Post-Employment Compensation

    Post-Employment Compensation We have entered into post-employment compensation arrangements with certain of our named executive officers as described in more detail in “Severance and Change in Control Agreements” below. In determining payment and benefit levels under the various circumstances covered by such post-employment compensation arrangements, the Compensation Committee has drawn a distinction between voluntary terminations of employment, terminations of employment for cause, and involuntary terminations of employment both in connection with or not involving a change in control of the Company. Payment in the latter circumstances has been deemed appropriate in light of the benefits to us described above, as well as the likelihood that the executive officer’s departure is due, at least in part, to circumstances not within his or her control. In contrast, we believe that payments are generally not appropriate in the event of a voluntary resignation or a termination of employment for cause because such events often reflect either an affirmative decision by the executive officer to end his or her relationship with us or inadequate performance. The post-employment compensation arrangements with certain of our named executive officers also contain certain specified payments and benefits in the event of an involuntary termination of employment in connection with a change in control of the Company. We believe that these arrangements are designed to align the interests of management and stockholders when considering the long-term future for the Company. The primary purpose of these arrangements is to keep our most senior executive officers focused on pursuing all corporate transaction activity that is in the best interests of stockholders regardless of whether those transactions may result in their own job loss. Reasonable post-acquisition payments and benefits should serve the interests of both the executive officer and our stockholders. We do not provide any executive officer, including any named executive officer, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer may owe as a result of the application of Sections 280G or 4999 of the Internal Revenue Code of 1986, as amended (the “Code”).

  43. Equity Awards Grant Policy

    Equity Awards Grant Policy Equity awards granted to our executive officers are generally granted early in the fiscal year and equity awards for our directors are generally granted in the second quarter in connection with the Company’s Annual Meeting. The equity awards for our executive officers and directors must be approved either by the Board or the Compensation Committee at a meeting or by unanimous written consent, per the policy adopted by the Compensation Committee governing equity to our executive employees. The timing of equity grant approvals may be changed in the event of extraordinary circumstances, including in connection with mid-year promotions and new hires. The policy further provides that the CEO may make awards to non-executive employees within prescribed limits. Generally, equity awards will be effective on the first Monday of the month following the employee’s start date, or for grants to existing employees, the date of approval. The Compensation Committee does not grant equity awards to take advantage of the release of material nonpublic information. Similarly, the Compensation Committee does not time the release of material nonpublic information to affect the value of equity award grant dates. The exercise price of all stock options and stock appreciation rights must be equal to or greater than the fair market value of our common stock on the date of grant.

  44. Policy on Hedging, Pledging and Other Short-Term or Speculative Transactions

    Policy on Hedging, Pledging and Other Short-Term or Speculative Transactions Our insider trading policy applies to all employees, including our named executive officers, and members of our Board and prohibits any hedging and monetization transactions that transfer, with respect to equity compensation all or a portion of the risk of a decline in the market price of shares of Company common stock. Instruments that would be considered to be a “hedge” include prepaid variable forward contracts, equity swaps, collars, and exchange funds. In addition, employees and members of our Board may not engage in short sales or transactions in publicly traded options on Company securities, such as puts, calls, and other derivative securities, on an exchange or in any other organized market. Further, such persons are prohibited from entering into loans or other arrangements where Company securities are pledged as collateral, except as may be approved by our full Board. Standing orders may only be used only for a very brief period of time.

  45. Policy regarding 10b5-1 Plans for Directors and Executive Officers

    Policy regarding 10b5-1 Plans for Directors and Executive Officers Our insider trading policy generally requires that our executive officers and members of our Board may not trade in our equity securities during “blackout” periods and that such individuals must pre-clear trades or adopt plans in accordance with Exchange Act Rule 10b5-1 for sales of securities which they beneficially own.

  46. Compensation Policies and Practices as they Relate to Risk Management

    | • | The Compensation Committee approves the overall annual equity pool and the employee equity award guidelines. |

  47. Accounting Considerations

    Accounting Considerations We account for stock compensation in accordance with the authoritative guidance set forth in FASB ASC Topic 718, which generally requires companies to measure and recognize the compensation expense for all share-based awards made to employees and directors, including stock options and RSU awards, over the period during which the award recipient is required to perform services in exchange for the award.

  48. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth the total compensation awarded to or earned by our NEOs during the fiscal years indicated.

  49. 2023 Summary Compensation Table

    | 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 |

  50. 2023 Summary Compensation Table

    | (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.” |

  51. 2023 Summary Compensation Table

    | (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. |

  52. 2023 Summary Compensation Table

    | (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. |

  53. 2023 Summary Compensation Table

    | (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. |

  54. 2023 Summary Compensation Table

    | (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. |

  55. 2023 Summary Compensation Table

    | (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. |

  56. 2023 Summary Compensation Table

    | (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. |

  57. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table shows information regarding grants of plan-based awards during the fiscal year ended December 31, 2023 to the Company’s named executive officers. The awards were granted on the same day that they were approved by our Compensation Committee.

  58. Grants of Plan-Based Awards

    | | 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 |

  59. Grants of Plan-Based Awards

    | (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. |

  60. Grants of Plan-Based Awards

    | (2) The Company’s Non-Equity Incentive Plan Awards have an annual target amount, but do not have threshold or maximum amounts. |

  61. 2023 Outstanding Equity Awards at Fiscal Year-End

    2023 Outstanding Equity Awards at Fiscal Year-End The following table provides information concerning outstanding equity awards held by each of our named executive officers as of December 31, 2023.

  62. 2023 Outstanding Equity Awards at Fiscal Year-End

    | 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 |

  63. 2023 Outstanding Equity Awards at Fiscal Year-End

    | 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 |

  64. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (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. |

  65. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (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. |

  66. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (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. |

  67. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (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. |

  68. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (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. |

  69. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (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. |

  70. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table provides information concerning the vesting of RSUs and exercise of options held by each of our named executive officers during the year ended December 31, 2023.

  71. 2023 Option Exercises and Stock Vested

    | 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 |

  72. 2023 Option Exercises and Stock Vested

    | (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. |

  73. 2023 Option Exercises and Stock Vested

    | (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. |

  74. Severance and Change in Control Agreements

    | 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 |

  75. Severance and Change in Control Agreements

    | 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 |

  76. Severance and Change in Control Agreements

    | 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 |

  77. Severance and Change in Control Agreements

    | 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 |

  78. Severance and Change in Control Agreements

    | 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 |

  79. CEO Pay Ratio

    CEO Pay Ratio Our compensation and benefits philosophy and the overall structure of our compensation and benefit programs are broadly similar across the organization to encourage and reward all employees who contribute to our success. We strive to ensure the pay of each of our employees reflects the level of their job impact and responsibilities and is competitive within our peer group. Compensation rates are benchmarked and are generally set to be market competitive. Our ongoing commitment to pay equity is critical to our success in supporting a diverse workforce with opportunities for all employees to grow, develop and contribute. Under rules adopted pursuant to the Dodd-Frank Act, we are required to calculate and disclose median of the annual total compensation of all employees, the annual total compensation of our Chief Executive Officer, as well as the ratio of the annual total compensation paid to the median employee as compared to the annual total compensation paid to our Chief Executive Officer (the “CEO Pay Ratio”). The paragraphs that follow describe our methodology and the resulting CEO Pay Ratio. We identified the median employee using our employee population on December 31, 2023 (including all employees, whether employed on a full-time, part-time, seasonal or temporary basis). We identified the median employee by looking at annual base pay and annual target cash incentive opportunity as of December 31, 2023 for all active employees as of that date. We did not perform adjustments to the compensation paid to part-time employees to calculate what they would have been paid on a full-time basis. In identifying the median employee, we did not exclude workers in non-U.S. countries and did not make any cost-of-living adjustments. Once the median employee was identified, we calculated the median employee’s annual total compensation in accordance with the same requirements used to calculate the amounts reported in the Summary Compensation Table. During the year ended December 31, 2023, there were no changes to the Company’s employee population or employee compensation arrangements that it reasonably believes would result in a significant change to its pay ratio disclosure; therefore, the Company used the same employee for purposes of calculating the 2023 CEO Pay Ratio. Our median employee compensation as calculated using these requirements was $106,462. Our Chief Executive Officer’s compensation as reported in the Summary Compensation Table was $8,013,553. Therefore, our CEO Pay Ratio is approximately 75:1. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Compensation Committee nor management of the Company used the CEO Pay Ratio measure in making compensation decisions.

  80. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing certain information, including the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning our pay-for-performance philosophy and how we align executive compensation with our performance, refer to the “Executive Compensation” section in this Proxy Statement. The Pay Versus Performance Table below discloses the relationship between the compensation actually paid to the executive officers and the Company’s financial performance during the years ended December 31, 2021, 2022, and 2023. The compensation information presented in this table is different from compensation information presented in the Summary Compensation Table above. The differences can largely be attributed to variation in the treatment of equity awards in each of these tables.

  81. Pay Versus Performance

    | • | 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. |

  82. Pay Versus Performance

    | • | 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. |

  83. Pay Versus Performance

    | • | 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. |

  84. Pay Versus Performance

    | 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) |

  85. Pay Versus Performance

    | (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. |

  86. Pay Versus Performance

    | (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”: |

  87. Pay Versus Performance

    | 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 |

  88. Pay Versus Performance

    | (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. |

  89. Pay Versus Performance

    | (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. |

  90. Pay Versus Performance

    | (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: |

  91. Pay Versus Performance

    | 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 |

  92. Pay Versus Performance

    | (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. |

  93. Pay Versus Performance

    | (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): |

  94. Pay Versus Performance

    | 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 |

  95. Pay Versus Performance

    | (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. |

  96. Pay Versus Performance

    | (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. |

  97. Pay Versus Performance

    | (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: |

  98. Pay Versus Performance

    | 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 |

  99. Pay Versus Performance

    For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes. The assumptions used in calculating the fair value of the equity awards for 2023 did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table, except that the option valuations used an estimated term between 4.2 years and 8.0 years, an estimated volatility between 68% and 78%, and a risk-free rate between 3.2% and 4.9%.

  100. Pay Versus Performance

    | (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. |

  101. Pay Versus Performance

    | (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. |

  102. Pay Versus Performance

    | (7) This column represents the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year. |

  103. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  104. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy The purpose of the Company’s non-employee director compensation policy is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company. The Company’s compensation philosophy has been to target director cash compensation at or below the median and director equity grants in a range of the median to 75th percentile as compared to the Company’s peer group. Semler Brossy, the Company’s independent compensation consultant advises on director pay and annually prepares a director compensation study for the June Compensation Committee meeting, which includes a director compensation review against the Company’s peer group and an update on compensation trends and developments. In addition, Semler Brossy prepares an annual market and governance trend update for the September Compensation Committee meeting, and pertinent other updates are provided throughout the year as needed. The Company’s Compensation Committee annually recommends approval of a non-employee director pay package to the full Board for approval at the Company’s June Board meeting. The fees paid to non-employee directors, other than our Chairman, for service on the Board and for service on each committee of the Board on which the director is a member are as follows:

  105. Non-Employee Director Compensation Policy

    | | 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 |

  106. Non-Employee Director Compensation Policy

    We also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our Board and committee meetings. The Chairman of the Board does not receive any cash compensation and instead is compensated for service on the Board entirely in the form of equity. Our directors may elect to receive their annual retainer in options with aggregate grant date fair value equal to the cash amount of the retainer that they would have otherwise been entitled to receive on such date. Such options vest in full on the first anniversary of the grant date. In addition, each new non-employee director upon his/her election to the Board receives a one-time option grant to purchase shares of the Company’s common stock in such amount and on such terms as authorized by the Board, or by a committee appointed by the Board, subject to periodic review. The Company’s Compensation Committee has reviewed market practice related to non-employee director awards and discussed the approach for the Company each year since 2018. Beginning in 2018, each non-employee director serving on the Board immediately following the Company’s annual meeting of stockholders receives an annual option grant on the date of each annual meeting of stockholders in such amount and on such terms as authorized by the Board, or by a committee appointed by the Board, subject to periodic review. In 2021, the Company holistically assessed its approach to new director equity (and has reviewed annually thereafter) using market data prepared by Semler Brossy. The annual option grants awarded to our directors vest in full on the first anniversary of the grant date. The one-time option grants awarded upon a new director’s appointment to the Board vest in equal monthly installments over the course of the three years following the grant date. All of the foregoing option grants have or will have an exercise price equal to the fair market value of a share of common stock on the date of grant.

  107. 2023 Director Compensation Table

    2023 Director Compensation Table The following table presents the total compensation for each person who served as a member of our Board during 2023. Other than as set forth in the table, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our Board in 2023. Gaurav D. Shah, M.D., our Chief Executive Officer, received no compensation for his service as a director during 2023, and, consequently, is not included in this table. The compensation received by Dr. Shah as an employee during 2023 is presented in the “2023 Summary Compensation Table” earlier in this proxy statement and other related named executive officer compensation disclosures in this proxy statement.

  108. 2023 Director Compensation Table

    | Director Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | All Other Compensation ($) | Total $ | | Elisabeth Björk, M.D., Ph.D.(2) | — | 409,987 | — | 409,987 | | Carsten Boess | 67,500 | 359,992 | — | 427,492 | | Pedro Granadillo(2) | — | 429,984 | — | 429,984 | | Gotham Makker, M.D.(2) | — | 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(3) | 2,717 | 565,987 | — | 568,704 | | Roderick Wong, M.D.(4) | — | 409,987 | — | 409,987 |

  109. 2023 Director Compensation Table

    | (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, 115,435 shares for Dr. Malik and 32,482 for Mr. Woods. |

  110. 2023 Director Compensation Table

    | (2) Dr. Björk, Mr. Granadillo and Dr. Makker elected to receive options in lieu of their 2023 cash retainer, which had the same grant date fair value as they would have otherwise received in cash. |

  111. 2023 Director Compensation Table

    | (3) 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 $359,989 and a prorated annual grant with a grant date fair value of $205,998. |

  112. 2023 Director Compensation Table

    | (4) As Chairman of the Board, Dr. Wong is not entitled to receive any cash fees for his service. Dr. Wong’s option awards consist of 25,850 director options and 3,590 options in lieu of cash retainer. |