DEF 14A of Rocket Pharmaceuticals, Inc., Apr 30, 2025

DEF 14A of Rocket Pharmaceuticals, Inc.

Filed Apr 30, 2025 · FY20240001140361-25-016656

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, Dr. Mikael Dolsten, Mr. Pedro Granadillo, Dr. Gotham Makker, Dr. Fady Malik, Mr. Piratip Pratumsuwan, Dr. Gaurav Shah and Mr. David P. Southwell to serve as directors and to hold office until the Company’s annual meeting of stockholders in 2026 (each to serve 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 30, 2025, principal occupations, and business experience, as well as their prior service on the Board, of the directors. R. Keith Woods, a current director, will not stand for re-election at the Annual Meeting. As such, his term as a director, and a member of the Audit Committee and the Commercial Committee, will expire at the Annual Meeting. 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. | 48 | Chairman of the Board | 2018 | | Elisabeth Björk, M.D., Ph.D. | 63 | Director | 2020 | | Carsten Boess | 58 | Director | 2016 | | Mikael Dolsten, M.D., Ph.D. | 67 | Director | 2024 | | Pedro Granadillo | 78 | Director | 2018 | | Gotham Makker, M.D. | 53 | Director | 2018 | | Fady Malik, M.D., Ph.D. | 61 | Director | 2022 | | Piratip Pratumsuwan | 33 | Director | 2025 | | Gaurav Shah, M.D. | 50 | Chief Executive Officer and Director | 2018 | | David P. Southwell | 64 | Director | 2014 |

  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. Mikael Dolsten, M.D., Ph.D. has served as one of our directors since September 2024. Dr. Dolsten previously served as Chief Scientific Officer, President, Pfizer Research and Development at Pfizer, Inc., a global biopharmaceutical company, a position he commenced in July 2023. Prior to his role at Pfizer, Dr. Dolsten served as Chief Scientific Officer and President, Worldwide Research, Development and Medical from January 2019 until July 2023; President of Worldwide Research and Development from December 2010 until December 2018; Senior Vice President, President of Worldwide Research and Development from May 2010 until December 2010 and Senior Vice President, President of Pfizer BioTherapeutics Research & Development Group from October 2009 until May 2010. Dr. Dolsten served as Senior Vice President of Wyeth Pharmaceuticals, Inc., a public biopharmaceutical company, from 2008 until it was acquired by Pfizer in 2009, and President of Wyeth Research from 2008 to 2009. Prior to joining Wyeth, Dr. Dolsten was a Private Equity Partner at Orbimed Advisors, LLC, a healthcare-focused investment firm, and Executive Vice President, Head of Pharma Research at Boehringer Ingelheim, a pharmaceutical company. Dr. Dolsten also previously held research leadership positions at AstraZeneca plc, Pharmacia and Upjohn Company. Dr. Dolsten currently serves on the Board of Directors of Agilent Technologies, Inc. (NYSE:A), a U.S. publicly traded life sciences, diagnostics and applied chemical analysis company since September 2021 and Vimian Group AB, a Swedish public limited liability company supporting veterinary professionals, since April 2021. Dr. Dolsten previously served on the board of directors of Karyopharm Therapeutics Inc., a public pharmaceutical company from March 2015 to December 2021. We believe that Dr. Dolsten’s qualifications to serve on our Board include his experience working at pharmaceutical companies and extensive knowledge of the healthcare industry. 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.

  5. Nominees for Election as Directors

    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 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. Piratip Pratumsuwan has served as one of our directors since January 2025. Mr. Pratumsuwan has over a decade of experience in healthcare investment and research and is currently Managing Director, Research Analyst at RTW, where he has been integral to guiding the firm’s investment strategy since joining in 2014 directly from academia. Mr. Pratumsuwan specializes in researching transformative technologies, with a particular focus on gene therapy and gene editing. He leads RTW’s comprehensive efforts in these fields, which encompass investments in both public and private companies as well as within academic institutions. Mr. Pratumsuwan holds an M.A. in Biotechnology from Columbia University and a B.S. in Biochemistry from McGill University. We believe that Mr. Pratumsuwan is qualified to serve on our board due to his experience in healthcare investment and research. 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.

  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 four meetings during the year ended December 31, 2024. During the year ended December 31, 2024, 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 2024 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 2024 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 2024 Executive Compensation Highlights

    | • | Annual Target Cash Incentives Paid Based on Corporate Performance. Our annual target cash incentive funded at 80% of target based on our achievement against corporate objectives. Annual cash incentive awards were then paid to our executive officers based on the corporate performance factor and adjusted based on individual achievement and contributions to goals for the year. |

  12. Fiscal 2024 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. We also granted performance share awards (“PSUs”) to select executives, including Dr. Patel, that were eligible to be earned based on achieving clinical milestones. |

  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 | ☒ 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 |

  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. For 2024, other than for Dr. Patel, we provided equity compensation to our named executive officers in the form of stock options at a weighting of 67% and RSUs at a 33% weighting (based on the grant date fair value of the awards under generally accepted accounting principles). 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 and 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 stock options 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. For Dr. Patel, for 2024, we provided equity compensation in the form of stock options at a weighting of approximately 17%, RSUs at an approximately 33% weighting and PSUs at an approximately 50% weighting (based on the grant date fair value of the awards under generally accepted accounting principles). The PSUs were granted to Dr. Patel due to her criticality in the execution of the goals underlying the PSUs. 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 2024, 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 The Compensation Committee annually reviews and approves a compensation peer group designed to reflect companies that are in the biotechnology and pharmaceutical sectors, with similar company stage, pipeline, headcount and market capitalization. The peer group approved in September 2023, which was used to inform pay decisions for our fiscal year 2024, is shown below. 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 2024 consisted of the following companies: Agios Pharmaceuticals, Inc. (AGIO) Allogene Therapeutics, Inc. (ALLO) Amicus Therapeutics, Inc. (FOLD) Beam Therapeutics Inc. (BEAM) bluebird bio, Inc. (BLUE) BridgeBio Pharma, Inc. (BBIO) CRISPR Therapeutics AG (CRSP) Editas Medicine, Inc. (EDIT) Intellia Therapeutics, Inc. (NTLA) Krystal Biotech, Inc. (KRYS) Mirati Therapeutics, Inc. (MRTX prior to merger with Bristol-Myers Squibb Company) Regenxbio Inc. (RGNX) Replimune Group, Inc. (REPL) Rhythm Pharmaceuticals, Inc. (RYTM) Tenaya Therapeutics, Inc. (TNYA) Ultragenyx Pharmaceutical Inc. (RARE) uniQure N.V. (QURE) The Compensation Committee subsequently approved changes to the peer group during its September 2024 review. The information from this updated group informed the pay design for our fiscal year 2025. Arrowhead Pharmaceuticals, Inc., Day One Biopharmaceuticals, Inc., Denali Therapeutics Inc., and Kura Oncology, Inc. were added to the peer group, while 4D Molecular Therapeutics, Inc., bluebird bio, Inc., Mirati Therapeutics, Inc., Tenaya Therapeutics, Inc., and uniQure N.V. were removed from the group. 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. The Compensation Committee believes that over-reliance on benchmarking can result in compensation that is unrelated to the value delivered by our executive officers because it does not take into account the specific performance of the executive officers, the relative size, growth, and performance of the Company, or any unique circumstances or strategic considerations of the Company.

  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 pre-established, objective individual performance goals. 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 2024 target cash incentive amounts for our named executive officers, both in dollars and as a percentage of base salary, are set forth below (prorated for Mr. Ondrey’s partial year of service).

  25. Annual Cash Incentives

    | Named Executive Officer | Fiscal 2024 Total Target Cash Incentive ($) | Fiscal 2024 Total Target Cash Incentive (as a % of Base Salary) | | Gaurav D. Shah | 381,528 | 60% | | Aaron Ondrey | 163,198 | 45% | | John Militello | 96,118 | 30% | | Kinnari Patel | 272,520 | 50% | | Martin Wilson | 181,024 | 40% | | Jonathan Schwartz | 181,680 | 40% |

  26. Annual Cash Incentives

    In January 2024, the Compensation Committee set the following corporate objectives for fiscal 2024:

  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

    The annual cash incentive objectives did not have specific threshold or maximum levels associated with them so that the Compensation Committee retains the ability to consider the totality of achievements in a given year. We believe that overreliance on formulaic goals can result in compensation that is disconnected from the value actually delivered by our named executive officers on our corporate objectives and their individual performance. With respect to the goals of advancing the clinical development pipeline and bringing promising clinical-stage products to market, in February 2024, the review time for the BLA filing for RP-L201 for the treatment of LAD-I was extended by three months, to June 30, 2024, to allow additional time to review clarifying CMC information submitted by us in response to FDA information requests. In June 2024, we announced that the FDA issued a CRL in response to the LAD-I BLA wherein the FDA requested limited additional CMC information to complete its review. The impact of the LAD-I CRL impacted the timing of the BLA filing for RP-L102 for the treatment of FA. The Company initiated a rolling BLA for RP-L102 and submission of the final module is anticipated in 2025. In February 2025, the Compensation Committee evaluated the Company’s performance across its corporate objectives and, taking into account the delays in BLA filings for LAD-I and FA, as well as all of the progress made on the Company’s fiscal 2024 goals, determined that the corporate objectives were achieved at 80% of target. In addition, the Compensation Committee assessed the individual performance of each named executive officer, whose annual bonus for 2024 was also based on such assessment. The Compensation Committee determined that, for the individual performance multiplier, Mr. Militello achieved 90% of target, Mr. Ondrey achieved 90% of target, Dr. Shah achieved 62.5% of target, Dr. Patel achieved 62.5% of target, Mr. Wilson 90% of target and Dr. Schwartz achieved 100% of target. In making its determinations regarding individual performance, the Compensation Committee considered the following achievements in 2024 for each of the named executive officers:

  33. Annual Cash Incentives

    | • | Dr. Shah: Progressing the Company’s pipeline towards commercialization. |

  34. Annual Cash Incentives

    | • | Mr. Ondrey: Created a dynamic planning process to improve scenario planning and transparency for optimizing capital allocation. |

  35. Annual Cash Incentives

    | • | Mr. Militello: Continued to build upon our internal controls infrastructure and maintained Sarbanes-Oxley Act compliance. |

  36. 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. |

  37. Annual Cash Incentives

    | • | Mr. Wilson: Continued to lead the legal function and build the compliance function in anticipation of Rocket’s first commercial product. |

  38. Annual Cash Incentives

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

  39. 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 (prorated for Mr. Ondrey’s partial year of service).

  40. Annual Cash Incentives

    | Named Executive Officer | 2024 Target Cash Incentive Award Opportunity | Company Performance Payout | Individual Multiplier | 2024 Cash Incentive Award Payment | Payout Percentage of Target | | Gaurav D. Shah | 381,528 | 80% | 62.5% | 190,764 | 50% | | Aaron Ondrey | 163,198 | 80% | 90.0% | 136,260 | 72% | | John Militello | 96,118 | 80% | 90.0% | 69,205 | 72% | | Kinnari Patel | 272,520 | 80% | 62.5% | 117,502 | 50% | | Martin Wilson | 181,024 | 80% | 90.0% | 146,629 | 81% | | Jonathan Schwartz | 181,680 | 80% | 100.0% | 145,344 | 80% |

  41. 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 and RSUs 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. The Compensation Committee believes that a balance between options and RSU’s is appropriate given the inherent performance-based nature of stock options (through the exercise price) and the shorter duration and direct alignment to stock price. To that end, other than Dr. Patel, 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 at this time 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. For Dr. Patel, for 2024, we provided equity compensation in the form of stock options at a weighting of approximately 17%, RSUs at an approximately 33% weighting and PSUs at an approximately 50% weighting (based on the grant date fair value of the awards under generally accepted accounting principles). The PSUs were granted to Dr. Patel due to her criticality in the execution of the goals underlying the PSUs, as described below. The size and form of the equity awards for our executive officers are determined by 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. The Compensation Committee also considers the number of underlying shares granted, with a reference to the executive’s total percentage ownership in the Company, and 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. Below is a summary of the annual stock options and RSU grants to our named executive officers for fiscal 2024. 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.

  42. Equity Compensation

    | Named Executive Officer | Number of Shares Subject to Options (#) | Exercise Price | Number of Shares Subject to RSUs (#) | Aggregate Grant Date Fair Value | | Gaurav D. Shah | 196,366 | $30.01 | 66,577 | $5,999,973 | | Aaron Ondrey | 69,337 | $26.72 | 46,781 | $2,499,971 | | John Militello | 24,545 | $30.01 | 8,322 | $749,978 | | Kinnari Patel | 98,183 | $30.01 | 33,288 | $2,999,971 | | Martin Wilson | 49,091 | $30.01 | 16,644 | $1,499,976 | | Jonathan Schwartz | 57,273 | $30.01 | 19,418 | $1,749,975 |

  43. Equity Compensation

    The PSU award to Dr. Patel had an intended target value of $3 million and was split into three equally-weighted tranches that could be earned based on the achievement of pre-established clinical goals set at the time of grant. One-third of the PSU award was eligible to vest if, on or before September 30, 2024, the FDA approved the BLA for the use of RP-L201 in the treatment of LAD-I. This vesting condition was not met and, consequently, this portion of the award was forfeited. One-third of the PSU award was eligible to vest if, on or before December 31, 2024, the FDA accepted for filing the BLA for RP-L102 for FA. This vesting condition was not met and, consequently, this portion of the award was forfeited. The remaining one-third of the PSU award is eligible to vest if on or before June 30, 2025, the Company completes dosing for all 12 individuals enrolled in the Company’s Phase 2 trial for RP-A501 for DD.

  44. 2025 Equity Compensation Decisions

    2025 Equity Compensation Decisions As part of its annual review of long-term incentive compensation, the Compensation Committee reviewed the long-term incentive compensation levels for the named executive officers, including the CEO, in February 2025. Based upon the Company’s performance in 2024, the Compensation Committee determined that the aggregate target value of Dr. Shah’s 2025 equity awards would be $2.695 million, a decrease of approximately 55% year-over-year. The aggregate target grant date fair value for Mr. Militello’s 2025 equity awards would be $442,000, a decrease of approximately 41% year-over-year. The aggregate target grant date fair value for Mr. Ondrey’s 2025 equity awards would be $1.988 million, a decrease of approximately 24% year-over-year. The aggregate target grant date fair value for Dr. Patel’s 2025 equity awards would be $1.907 million, a decrease of approximately 36% year-over-year. The aggregate target grant date fair value for Mr. Wilson’s 2025 equity awards would be $1.988 million, an increase of approximately 33% year-over-year. The aggregate target grant date fair value for Dr. Schwartz 2025 equity awards would be $1.767 million, an increase of approximately 1% year-over-year.

  45. 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”).

  46. 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 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. The Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2024. Similarly, the Compensation Committee does not time the release of material nonpublic information to affect the value of executive compensation. During fiscal 2024, we did not grant any stock options (or similar awards) to any of our named executive officers during any period beginning four business days before and ending one business day after the filing of any periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Form 8-K that disclosed any material non-public information.

  47. 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.

  48. 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. |

  49. 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.

  50. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth the total compensation awarded to or earned by our NEOs during the fiscal years indicated.

  51. 2024 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 | 2024 | 635,880 | — | 1,997,976 | 4,001,997 | 190,764 | 14,790 | 6,841,407 | | | 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 | | Aaron Ondrey Chief Financial Officer, Principal Financial Officer(6) | 2024 | 362,662 | — | 1,249,988 | 1,249,983 | 117,502 | 9,628 | 2,989,763 | | John Militello, CPA Principal Accounting Officer and Former Interim Principal Financial Officer, Vice President(8) | 2024 | 341,455 | — | 249,743 | 500,234 | 69,205 | 14,951 | 1,175,588 | | | 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, Head of R&D and Chief Operating Officer(7) | 2024 | 545,040 | — | 3,998,967 | 2,000,999 | 136,260 | 14,790 | 6,696,055 | | | 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 | | Martin Wilson General Counsel and Chief Corporate Officer, Senior VP | 2024 | 452,560 | — | 499,486 | 1,000,489 | 146,629 | 14,790 | 2,113,954 | | Jonathan Schwartz, M.D. Chief Medical and Gene Therapy Officer | 2024 | 454,200 | — | 582,734 | 1,167,241 | 145,344 | 14,790 | 2,364,309 | | | 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 |

  52. 2024 Summary Compensation Table

    | (1) Represents, for Mr. Militello, a discretionary one-time $5,000 bonus for his work on the Renovacor acquisition. |

  53. 2024 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, excluding the effect of estimated forfeitures. For information regarding assumptions underlying the valuation of equity awards, see Note 9 to our consolidated financial statements for the year ended December 31, 2024. 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. |

  54. 2024 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, 2024. 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. |

  55. 2024 Summary Compensation Table

    | (4) 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 2024, see above under “Compensation Discussion and Analysis - Annual Cash Incentives.” The amounts in this column for 2022 were previously included in the “Bonus” columns of the Summary Compensation Table in the proxy statement for our annual meeting of shareholders in 2023 and are now being reflected in the “Non-Equity Incentive Compensation” column. |

  56. 2024 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 in the amount of $13,800 per named executive officer and the cost of $50,000 company paid life insurance for all employees, including NEOs. |

  57. 2024 Summary Compensation Table

    | (6) Mr. Ondrey was appointed Chief Financial Officer on March 25, 2024, and his base salary and annual cash incentive are prorated for his partial year of service. |

  58. 2024 Summary Compensation Table

    | (7) 2024 Stock Awards includes PSU awards with aggregate grant date fair value of $2,999,994 performance criteria related to certain clinical milestones. The aggregate grant date fair value was calculated assuming 100% achievement of the performance criteria. Please see the Compensation Discussion and Analysis for more information. |

  59. 2024 Summary Compensation Table

    | (8) 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 hired 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 2024 was $320,394 and stipend for duties as Interim Principal Financial Officer was $21,061. Mr. Militello’s actual salary for 2023 was $317,506 and stipend for duties as Interim Principal Financial Officer was $91,508. |

  60. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table shows information regarding grants of plan-based awards during the fiscal year ended December 31, 2024 to the Company’s named executive officers. The awards were granted on the same day that they were approved by our Compensation Committee.

  61. 2024 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated future payouts under equity incentive plan awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | All Other Option Awards: Number of Securities Underlying Options (#)(5) | Exercise or Base Price of Option Awards ($/share) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | | Grant Date | Target ($)(2) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Gaurav Shah, M.D. | 2/16/24 | 381,528 | — | — | — | — | — | — | — | | | 2/16/24 | — | — | — | — | 66,577 | — | — | 1,997,976 | | | 2/16/24 | — | — | — | — | — | 196,366 | 30.01 | 4,001,997 | | Aaron Ondrey | 4/1/24 | 163,198 | — | — | — | — | — | — | — | | | 4/1/24 | — | — | — | — | 46,781 | — | — | 1,249,988 | | | 4/1/24 | — | — | — | — | — | 69,337 | 26.72 | 1,249,983 | | John Militello | 2/16/24 | 96,118 | — | — | — | — | — | — | — | | | 2/16/24 | — | — | — | — | 8,322 | — | — | 249,743 | | | 2/16/24 | — | — | — | — | — | 24,545 | 30.01 | 500,234 | | Kinnari Patel, Pharm.D., MBA | 2/16/24 | 272,520 | — | — | — | — | — | — | — | | | 2/16/24 | — | — | — | — | 33,288 | — | — | 998,973 | | | 3/4/24 | — | — | 104,493(3) | — | — | — | — | 2,999,994 | | | 2/16/24 | — | — | — | — | — | 98,183 | 30.01 | 2,000,999 | | Martin Wilson | 2/16/24 | 181,024 | — | — | — | — | — | — | — | | | 2/16/24 | — | — | — | — | 16,644 | — | — | 499,486 | | | 2/16/24 | — | — | — | — | — | 49,041 | 30.01 | 1,000,489 | | Jonathan Schwartz, M.D. | 2/16/24 | 181,680 | — | — | — | — | — | — | — | | | 2/16/24 | — | — | — | — | 19,418 | — | — | 582,734 | | | 2/16/24 | — | — | — | — | — | 57,273 | 30.01 | 1,167,241 |

  62. 2024 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 2024, calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For information regarding assumptions underlying the valuation of equity awards, see Note 9 to our consolidated financial statements for the year ended December 31, 2024. 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. |

  63. 2024 Grants of Plan-Based Awards

    | (2) Represents the potential payments under the 2024 annual cash incentives. The Company’s annual cash incentives have an annual target amount, but do not have threshold or maximum amounts. Actual payments under the annual cash incentives earned for fiscal 2024 are reported in the Summary Compensation Table. Please see the Compensation Discussion and Analysis above for additional details regarding the annual cash incentives. |

  64. 2024 Grants of Plan-Based Awards

    | (3) Represents a PSU award to Dr. Patel subject to performance criteria related to certain clinical milestones. Please see the Compensation Discussion and Analysis for more information. The award was based on clinical milestones and did not have threshold, target or maximum payouts. |

  65. 2024 Grants of Plan-Based Awards

    | (4) The amounts reported in this column reflect time-based RSUs granted under the 2014 Plan, which generally vest as follows: one-third vests on the first anniversary of the grant date and two-thirds vest in equal quarterly installments over the following two years. See Compensation Discussion and Analysis above for additional details. |

  66. 2024 Grants of Plan-Based Awards

    | (5) The amounts reported in this column reflect options granted under the 2014 Plan, which generally vest as follows: one-third vests on the first anniversary of the grant date and two-thirds vest in equal quarterly installments over the following two years. See Compensation Discussion and Analysis above for additional details. |

  67. 2024 Outstanding Equity Awards at Fiscal Year-End

    2024 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, 2024.

  68. 2024 Outstanding Equity Awards at Fiscal Year-End

    | | Option awards | | | | Stock awards | | | | | 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) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | | 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 | — | — | — | — | | | 185,000 | — | 62.32 | 2/4/31 | — | — | — | — | | | 272,160 | 24,877 | 19.05 | 2/14/32 | — | — | — | — | | | 203,489 | 145,101 | 20.04 | 2/14/33 | — | — | — | — | | | — | 196,366 | 30.01 | 2/16/34 | — | — | — | — | | | — | — | — | — | 124,876(3) | 1,569,691 | — | — | | Aaron Ondrey | — | 69,337 | 26.72 | 4/1/34 | — | — | — | — | | | — | — | — | — | 46,781(4) | 588,637 | — | — | | 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 | — | — | — | — | | | 18,000 | — | 62.32 | 2/4/31 | — | — | — | — | | | 24,741 | 2,262 | 19.05 | 2/14/32 | — | — | — | — | | | 24,096 | 4,814 | 13.12 | 4/18/32 | — | — | — | — | | | 28,667 | 21,131 | 20.04 | 2/14/33 | — | — | — | — | | | — | 24,545 | 30.01 | 2/15/34 | — | — | — | — | | | — | — | — | — | 33,450(7) | 420,467 | — | — | | 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 | — | — | — | — | | | 120,000 | — | 62.32 | 2/4/31 | — | — | — | — | | | 136,079 | 12,439 | 19.05 | 2/14/32 | — | — | — | — | | | 116,279 | 82,915 | 20.04 | 2/14/33 | — | — | — | — | | | — | 98,183 | 30.01 | 2/16/34 | — | — | — | — | | | — | — | — | — | 117,436(5) | 1,476,171 | — | — | | | — | — | — | — | — | — | 34,831(8) | 437,826 |

  69. 2024 Outstanding Equity Awards at Fiscal Year-End

    | | Option awards | | | | Stock awards | | | | | 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) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | | 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 | — | — | — | — | | | 35,000 | — | 62.32 | 2/4/31 | — | — | — | — | | | 74,225 | 6,785 | 19.05 | 2/14/32 | — | — | — | — | | | 72,673 | 51,823 | 20.04 | 2/14/33 | — | — | — | — | | | — | 57,273 | 30.01 | 2/14/34 | — | — | — | — | | | — | — | — | — | 61,784(6) | 776,625 | — | — | | Martin Wilson | 100,000 | — | 23.04 | 12/16/31 | — | — | — | — | | | — | 20,318 | 17.47 | 08/12/32 | — | — | — | — | | | 50,872 | 36,275 | 20.04 | 02/14/33 | — | — | — | — | | | — | 49,091 | 30.01 | 02/16/34 | — | — | — | — | | | — | — | — | — | 63,764(9) | 801,513 | — | — |

  70. 2024 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. |

  71. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (2) Reflects $12.57, which was the closing market price of the Company’s stock on December 31, 2024, by the number of RSUs that had not vested as of December 31, 2024. |

  72. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (3) Reflects 95,275 RSUs granted on February 14, 2022; 116,317 RSUs granted on February 14, 2023; and 66,577 RSUs granted on February 16, 2024, 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. |

  73. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (4) Reflects RSUs granted on April 1, 2024, 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. |

  74. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (5) Reflects (i) 47,637 RSUs granted on February 14, 2022; 66,467 RSUs granted on February 14, 2023; and 33,288 RSUs granted on February 16, 2024, 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 (ii) 52,489 RSUs granted on August 12, 2022, which vest in full on August 12, 2025. |

  75. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (6) Reflects (i) 25,984 RSUs granted on February 14, 2022; 41,541 RSUs granted on February 14, 2023; and 19,418 RSUs granted on February 16, 2024, 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 (ii) 22,896 RSUs granted on August 12, 2022, which vest in full on August 12, 2025. |

  76. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (7) Reflects 8,661 RSUs granted on February 14, 2022; 19,054 RSUs granted on April 18, 2022; 16,616 RSUs granted on February 14, 2023; and 8,322 RSUs granted on February 16, 2024, 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 14,310 RSUs granted on August 12, 2022 which vest in full on August 12, 2025. |

  77. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (8) Reflects 34,831 PSUs granted on March 4, 2024 subject to performance criteria related to certain clinical milestones. |

  78. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (9) Reflects 29,079 RSUs granted on February 14, 2023; and 16,644 RSUs granted on February 16, 2024, 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 28,763 RSUs granted on August 12, 2022 which vest in full on August 12, 2025. |

  79. 2024 Option Exercises and Stock Vested

    2024 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, 2024.

  80. 2024 Option Exercises and Stock Vested

    | Name | Number of Shares Acquired Upon Vesting (#) | Value Realized on Vesting ($)(1) | | Gaurav D. Shah, M.D. | 99,816 | 2,350,559 | | Aaron Ondrey | — | — | | John Militello, CPA | 18,944 | 445,488 | | Kinnari Patel, Pharm.D., M.B.A. | 54,758 | 1,294,531 | | Jonathan Schwartz, M.D. | 32,953 | 781,955 | | Martin Wilson | 16,974 | 165,481 |

  81. 2024 Option Exercises and Stock Vested

    | (1) 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. |

  82. Sale Event, Death and Disability Benefits under Equity Award 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 | 1,048,320 | 393,120 | 1,375,920 | | Acceleration of Equity Awards(1) | — | 1,569,691 | 1,569,691 | | Health care continuation | 31,308 | — | 46,962 | | Total | 1,079,628 | 1,962,811 | 2,992,573 |

  83. Sale Event, Death and Disability Benefits under Equity Award 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 | 702,000 | 280,800 | 842,400 | | Acceleration of Equity Awards(1) | — | 1,913,996 | 1,913,996 | | Health care continuation | 24,521 | — | 32,695 | | Total | 726,521 | 2,194,796 | 2,789,091 |

  84. Sale Event, Death and Disability Benefits under Equity Award 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 | 538,200 | 187,200 | 655,200 | | Acceleration of Equity Awards(1) | — | 776,625 | 776,625 | | Health care continuation | 31,988 | — | 42,651 | | Total | 570,188 | 963,825 | 1,474,476 |

  85. Sale Event, Death and Disability Benefits under Equity Award 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 | 247,200 | 98,880 | 428,480 | | Acceleration of Equity Awards(1) | — | 420,467 | 420,467 | | Health care continuation | 21,628 | — | 28,838 | | Total | 268,828 | 519,347 | 877,785 |

  86. Sale Event, Death and Disability Benefits under Equity Award 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 | 363,750 | 218,250 | 703,250 | | Acceleration of Equity Awards(1) | — | 588,037 | 588,037 | | Health care continuation | 26,511 | — | 35,347 | | Total | 390,261 | 806,287 | 1,326,634 |

  87. Sale Event, Death and Disability Benefits under Equity Award 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 | 347,438 | 185,300 | 648,550 | | Acceleration of Equity Awards(1) | — | 801,513 | 801,513 | | Health care continuation | 19,129 | — | 25,505 | | Total | 366,567 | 986,513 | 1,475,568 |

  88. 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 (excluding our Chief Executive Officer), 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, 2024 (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, 2024 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, 2024, 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 2024 CEO Pay Ratio. Our median employee compensation as calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K was $138,170. Our Chief Executive Officer’s compensation as reported in the Summary Compensation Table was $6,841,407. Therefore, our CEO Pay Ratio is approximately 49.5:1. 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.

  89. 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, 2020, 2021, 2022, 2023, and 2024. 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.

  90. 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 the applicable year. |

  91. 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 for the applicable year, because it calculates “compensation actually paid” based on different methodologies, including, for example and generally, the value of equity awards not on the applicable grant date but at the end of the year that includes the grant date and the change in value during the applicable year for prior years’ equity awards. |

  92. 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. |

  93. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | 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) | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | Net income (in thousands)(7) | | 2024 | $6,841,407 | ($1,671,681) | $3,067,934 | ($337,405) | $55.23 | $113.84 | ($258,746) | | 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) |

  94. 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”) for the applicable year. Please refer to the Summary Compensation Table in the applicable proxy statement. |

  95. 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 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”: |

  96. 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 | | 2024 | $6,841,407 | ($5,999,973) | ($2,513,115) | ($1,671,681) |

  97. Pay Versus Performance

    | (a) This column represents the amount of total compensation reported for Mr. Shah for 2024 in the “Total” column of the Summary Compensation Table. Please refer to the Executive Compensation Tables section of this Proxy Statement. |

  98. 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 2024. 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 for 2024. |

  99. 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 2024. For 2024, 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 2024. The adjusted amount is determined by adding (or subtracting, as applicable) the following for 2024: (i) the year-end fair value of any equity awards granted 2024 that are outstanding and unvested as of the end of 2024; (ii) the amount of change as of the end of 2024 (from the end of 2023) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of 2024; (iii) for awards that are granted and vest in 2024, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in 2024, the amount equal to the change as of the vesting date (from the end of 2023) in the fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during 2024, 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 2024 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 2024. The amounts added or subtracted to determine the adjusted amount are as follows: |

  100. Pay Versus Performance

    | Year | Year End Fair Value of Equity Awards Granted in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years and Outstanding and Unvested at FYE | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value (from the End of the Prior Year) 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 | | 2024 | 2,462,685 | (2,957,353) | $— | (2,018,447) | $— | $— | (2,513,115) |

  101. 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 2024, Aaron Ondrey, John Militello, Kinnari Patel, Martin Wilson, Jonathan Schwartz; (ii) for 2023, Kinnari Patel, John Militello, Raj Prabhakar, Mayo Pujols; (iii) for 2022, Kinnari Patel, John Militello, Carlos Garcia-Parada, Raj Prabhakar, Mayo Pujols; and (iv) for 2021, Kinnari Patel, Carlos Garcia-Parada, Jonathan Schwartz and Martin Wilson, (v) for 2020, Kinnari Patel, Jonathan Schwartz, Kamran Alam and John Militello. |

  102. 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 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 2024. 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 2024 to determine the “compensation actually paid”, using the same adjustment methodology described above in Note 2(c): |

  103. 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 | | 2024 | $3,067,934 | (2,499,973) | (905,367) | (337,405) |

  104. 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 2024. |

  105. 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 2024. 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 for 2024. |

  106. 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 2024 determined using the same methodology described above in Note 2(c). For 2024, 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 2024, which is then averaged to determine the average “compensation actually paid” to the NEOs (excluding Mr. Shah) for 2024. The amounts added or subtracted to determine the adjusted average amount are as follows: |

  107. Pay Versus Performance

    | Year | Year End Fair Value of Equity Awards Granted in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years and Outstanding and Unvested at FYE | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value (from the End of the Prior Year) 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 | | 2024 | $832,739 | (1,225,637) | $— | ($512,509) | $— | $— | ($905,367) |

  108. 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 2024 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 2.1 years and 9.3 years, an estimated volatility between 63% and 78%, and a risk-free rate between 3.6% and 4.8%.

  109. Pay Versus Performance

    | Stock Options | 2024 | | Expected Term (years) | 2.06 - 9.25 | | Strike Price | $13.12 - $62.32 | | Volatility | 63.27% - 78.03% | | Dividend Yield | 0.00% - 0.00% | | Risk-Free Interest Rate | 3.60% - 4.83% |

  110. 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. |

  111. 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. |

  112. 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. |

  113. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  114. 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 competitive range of the median as compared to the same peer group the Company uses for executive compensation purposes, as disclosed above. 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. In September 2024, our Board adopted a policy governing the cash and equity compensation to its directors (the “Non-Employee Director Compensation Policy”). The Non-Employee Director Compensation Policy provides a schedule for the annual cash retainer for directors for board and committee service and the terms of the grants of equity awards to the directors. The policy limits the amount to be paid to any director in compensation for any fiscal year to the lesser of $1,000,000 ($1,500,000 for directors in their first year of joining the Board) and the 75th percentile of the compensation paid or granted to similarly situated non-employee members of the boards of directors of the companies comprising the peer group used by the Company for purposes of determining Director compensation for such fiscal year. 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:

  115. 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 | 15,000 | | Commercial Committee: | | | Members | 7,500 | | Chairman | 15,000 | | R&D Committee: | | | Members | 7,500 | | Chairman | 15,000 |

  116. 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.

  117. 2024 Director Compensation Table

    2024 Director Compensation Table The following table presents the total compensation for each person who served as a member of our Board during 2024. 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 2024. Gaurav D. Shah, M.D., our Chief Executive Officer, received no compensation for his service as a director during 2024, and, consequently, is not included in this table. The compensation received by Dr. Shah as an employee during 2024 is presented in the “2024 Summary Compensation Table” earlier in this proxy statement and other related named executive officer compensation disclosures in this proxy statement.

  118. 2024 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) | 56,936 | 359,990 | — | 416,926 | | Carsten Boess | 69,477 | 359,990 | — | 429,467 | | Mikael Dolsten, M.D., Ph.D.(3) | 14,260 | 654,991 | — | 669,251 | | Pedro Granadillo(2) | 69,986 | 359,990 | — | 429,977 | | Gotham Makker, M.D.(2) | 45,793 | 359,990 | — | 405,783 | | Fady Malik, M.D., Ph.D. | 41,977 | 359,990 | — | 401,967 | | David Southwell | 44,620 | 359,990 | — | 404,610 | | Naveen Yamalanchi(4) | 50,557 | 359,990 | — | 410,547 | | Keith Woods(5) | 53,954 | 359,990 | — | 413,944 | | Roderick Wong, M.D.(6) | — | 409,981 | — | 409,981 |

  119. 2024 Director Compensation Table

    | (1) Amounts represent the aggregate grant-date fair value of option awards granted to our directors in 2024, computed in accordance with FASB ASC Topic 718 excluding the effect of estimated forfeitures. For information regarding assumptions underlying the valuation of equity awards, see Note 9 to our consolidated financial statements for the year ended December 31, 2024. 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, 2024, Rocket Board members held unexercised options to purchase the following number of shares: 240,125 shares for Mr. Wong, 254,155 shares for Mr. Makker, 222,118 shares for Mr. Granadillo, 220,025 shares for Mr. Boess, 50,533 shares for Dr. Dolsten, 390,649 shares for Mr. Southwell, 199,775 shares for Mr. Yamalanchi, 186,341 shares for Dr. Björk, 139,379 shares for Dr. Malik and 56,426 for Mr. Woods. The grant date fair value of the 2024 Director awards were $359,990. |

  120. 2024 Director Compensation Table

    | (2) Dr. Björk, Mr. Granadillo and Dr. Makker elected to receive options in lieu of their 2024 cash retainer, which had the same grant date fair value as they would have otherwise received in cash. |

  121. 2024 Director Compensation Table

    | (3) Dr. Dolsten was appointed to our Board effective September 5, 2024, and his cash Board fees were prorated based on the number of days he served as a director in fiscal 2024. Dr. Dolsten received a new director grant with a grant date fair value of $360,000 and a prorated annual grant with a grant date fair value of $295,000. |

  122. 2024 Director Compensation Table

    | (4) Dr. Yalamanchi stepped down from our Board of Directors effective January 25, 2025. |

  123. 2024 Director Compensation Table

    | (5) R. Keith Woods, a current director, will not stand for re-election at the Annual Meeting. As such, his term as a director, and a member of the Audit Committee and the Commercial Committee, will expire at the Annual Meeting. |

  124. 2024 Director Compensation Table

    | (6) 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 23,944 director options and 3,325 options in lieu of cash retainer. |