DEF 14A of Rocket Pharmaceuticals, Inc.
Filed Apr 6, 2026 · FY20250001140361-26-013335
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, Mr. Carsten Boess, Dr. Mikael Dolsten, Dr. Peter Fong, Dr. Fady Malik, 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 2027 (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. Dr. Elisabeth Björk and Mr. Piratip Pratumsuwan currently serve as directors and will not stand for re-election at the Annual Meeting.
Nominees for Election as Directors
Nominees for Election as Directors Set forth below are the names, ages, principal occupations, and business experience, as well as their prior service on the Board, of the seven director nominees proposed to be elected at the Annual Meeting. The ages of the director nominees are as of March 24, 2026. 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.
Nominees for Election as Directors
| Name | Age | Position(s) Held | Director Since | | Roderick Wong, M.D. | 49 | Chairman of the Board | 2018 | | Carsten Boess | 59 | Director | 2016 | | Mikael Dolsten, M.D., Ph.D. | 68 | Director | 2024 | | Peter Fong, M.D., Ph.D. | 52 | Director | 2025 | | Fady Malik, M.D., Ph.D. | 62 | Director | 2022 | | Gaurav Shah, M.D. | 51 | Chief Executive Officer and Director | 2018 | | David P. Southwell | 65 | Director | 2014 |
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. Following the Annual Meeting, Dr. Wong will step down as the Chairman of the Board, but will continue to serve as a member of the Board if he is elected at the Annual Meeting. 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. Dr. Wong currently serves on the Board of Trustees of Penn Medicine. 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 years of experience in, and extensive knowledge of, the biopharmaceutical industry. 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. Peter Fong, M.D., Ph.D. has served as one of our directors since September 2025. Following the Annual Meeting, Dr. Fong will serve as the Chairman of the Board if he is elected at the Annual Meeting. Dr. Fong has more than 20 years of scientific, venture capital, and biopharma leadership experience. He currently serves as Partner and President at RTW. In addition to his broad management across the firm, he also leads RTW’s Asset Development & Financing division. This team is responsible for RTW’s company creation efforts and its focus on building next-generation biotech firms capable of bringing life-saving medicines to patients. He is Chairman of Prolium Biosciences and Yarrow Biotechnologies and an executive board member of Corxel Pharmaceuticals, each of which was founded by RTW under his leadership. Prior to joining RTW, Dr. Fong worked at Flagship Pioneering in Cambridge as a Senior Principal on the innovation team, where he led the creation of four Flagship-backed companies. Earlier in his career, Dr. Fong held key roles in business development and company building. At Genentech, he worked in oncology business development leading a partnership with BioNTech on mRNA-based personalized cancer vaccines, at Memorial Sloan-Kettering leading its New Ventures & Business Development unit, and as Co-Founder and VP of R&D at Carigent Therapeutics, which was spun out of Yale University. He also worked as a chemist for General Electric between his undergraduate and graduate education. Dr. Fong earned a Ph.D. in Bioengineering from Yale University, where he was subsequently a James Hudson Brown, Alexander Brown Coxe Postdoctoral Fellow. He also holds a BS in Biochemistry from Indiana University. We believe that Dr. Fong is qualified to serve on our Board due to his years of experience in, and extensive knowledge of, the biopharmaceutical 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
Nominees for Election as Directors
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. 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 to 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.
Information about the Board and Corporate Governance
Information about the Board and Corporate Governance
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 six meetings during the year ended December 31, 2025. During the year ended December 31, 2025, 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 2025 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.
Compensation Committee
| • | reviewing and making recommendations to the Board with respect to director compensation; |
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. |
Compensation Policies and Practices
| What We Do | What We Don’t Do | | ☑ Establish pay-for-performance philosophy and culture ☑ Set goals for target direct compensation, over two-thirds of which are performance-based and/or at risk ☑ Maintain independent compensation committee ☑ Hire and retain independent compensation consultant ☑ Use shares under our long-term incentive program responsibly ☑ Conduct annual risk assessment of our compensation program ☑ Limit perquisites and personal benefits ☑ Maintain a clawback policy covering incentive-based cash and equity compensation | ☒ Allow for pledging without prior Board approval or hedging of Company stock by executive officers or directors ☒ Provide tax gross-up payments ☒ Provide for single trigger vesting of equity awards ☒ Provide for excessive severance in the event of a change in control ☒ Allow for repricing, cash-out or exchange of “underwater” stock options without stockholder approval ☒ Provide executive pension plans or supplemental retirement plans |
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 2025, we provided annual equity compensation to our chief executive officer 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) and a 50% stock options weighting and 50% RSU weighting for other named executive officers. 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. The Compensation Committee reviews 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.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table sets forth the total compensation awarded to or earned by our NEOs during the fiscal years indicated.
2025 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 | 2025 | 671,076 | — | 806,751 | 1,613,377 | 403,048 | 15,988 | 3,510,241 | | | 2024 | 635,880 | — | 1,997,976 | 4,001,997 | 190,764 | 14,790 | 6,841,407 | | Christopher Stevens Chief Operating Officer | 2025 | 242,308 | 125,000 | 1,250,000 | 1,700,998 | 236,250 | 911 | 3,555,467 | | Martin Wilson General Counsel and Chief Corporate Officer, Senior Vice President, Interim Principal Financial Officer | 2025 | 488,279 | — | 1,737,737 | 892,676 | 265,868 | 13,320 | 3,397,880 | | | 2024 | 452,560 | — | 499,486 | 1,100,489 | 146,629 | 14,790 | 2,113,954 |
2025 Summary Compensation Table
| (1) Represents, for Mr. Stevens, a one-time sign on bonus of $125,000. Mr. Stevens was hired as our Chief Operating Officer in July 2025. |
2025 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, 2025. 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. |
2025 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, 2025. 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. |
2025 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. |
2025 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 $14,000 for Dr. Shah and Mr. Wilson and $0 for Mr. Stevens and the cost of $50,000 company paid life insurance for all employees, including NEOs. |
2025 Outstanding Equity Awards at Fiscal Year-End
2025 Outstanding Equity Awards at Fiscal Year-End The following table provides information concerning outstanding equity awards held by each of our named executive officers as of December 31, 2025.
2025 Outstanding Equity Awards at Fiscal Year-End
| | Option awards | | | | Stock awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | 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 | — | — | — | — | | | 297,037 | — | 19.05 | 2/14/32 | — | — | — | — | | | 319,569 | 29,021 | 20.04 | 2/14/33 | — | — | — | — | | | 114,627 | 81,739 | 30.01 | 2/16/34 | — | — | — | — | | | — | 243,345 | 9.88 | 2/11/35 | — | — | — | — | | | — | — | — | — | 118,954(3) | 417,529 | — | — | | Christopher Stevens | — | 554,071 | 3.07 | 8/04/35 | — | — | — | — | | | — | — | — | — | 407,166(4) | 1,429,153 | — | — | | Martin Wilson | 100,000 | — | 23.04 | 12/16/31 | — | — | — | — | | | 20,318 | — | 17.47 | 08/12/32 | — | — | — | — | | | 79,892 | 7,255 | 20.04 | 02/14/33 | — | — | — | — | | | 28,656 | 49,091 | 30.01 | 02/16/34 | — | — | — | — | | | — | 134,642 | 9.88 | 02/11/35 | — | — | — | — | | | — | — | — | — | 372,586(5) | 1,307,777 | — | — |
2025 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. |
2025 Outstanding Equity Awards at Fiscal Year-End
| (2) Reflects the product of $3.51, which was the closing market price of the Company’s stock on December 31, 2025, multiplied by the number of RSUs that had not vested as of December 31, 2025. |
2025 Outstanding Equity Awards at Fiscal Year-End
| (3) Reflects 116,317 RSUs granted on February 14, 2023; 66,577 RSUs granted on February 16, 2024 and 81,655 RSUs granted on February 11, 2025, one-third of each 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. |
2025 Outstanding Equity Awards at Fiscal Year-End
| (4) Reflects 407,166 RSUs granted on August 4, 2025, 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. |
2025 Outstanding Equity Awards at Fiscal Year-End
| (5) Reflects 29,079 RSUs granted on February 14, 2023; 16,644 RSUs granted on February 16, 2024; 90,358 RSUs granted on February 11, 2025; 150,000 RSUs granted on September 8, 2025 and 100,000 RSUs granted on November 3, 2025, one-third of each 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. |
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, 2023, 2024, and 2025. 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.
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. |
Pay Versus Performance
| • | The Pay Versus Performance Table below differs from both the information presented 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. |
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 | Net income (in thousands)((6)) | | 2025 | $3,510,241 | ($327,596) | $3,476,673 | $2,368,312 | $17.94 | — | ($223,123) | | 2024 | $6,841,407 | ($1,671,681) | $3,067,934 | ($337,405) | $64.23 | $113.84 | ($258,746) | | 2023 | $8,013,553 | $12,366,504 | $3,477,295 | $5,584,040 | $153.14 | $115.42 | ($245,595) |
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. |
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”: |
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 | | 2025 | $3,510,241 | ($2,420,128) | ($1,417,709) | ($327,596) |
Pay Versus Performance
| (a) This column represents the amount of total compensation reported for Mr. Shah for 2025 in the “Total” column of the Summary Compensation Table. Please refer to the Executive Compensation Tables section of this Proxy Statement. |
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 2025. 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 2025. |
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 2025. For 2025, 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 2025. The adjusted amount is determined by adding (or subtracting, as applicable) the following for 2025: (i) the year-end fair value of any equity awards granted 2025 that are outstanding and unvested as of the end of 2025; (ii) the amount of change as of the end of 2025 (from the end of 2024) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of 2025; (iii) for awards that are granted and vest in 2025, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in 2025, the amount equal to the change as of the vesting date (from the end of 2024) in the fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during 2025, 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 2025 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 2025. The amounts added or subtracted to determine the adjusted amount are as follows: |
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 | | 2025 | $954,518 | ($1,045,377) | — | ($1,326,850) | — | — | ($1,417,709) |
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 2025 Christopher Stevens and Martin Wilson (ii) for 2024, Aaron Ondrey, John Militello, Kinnari Patel, Martin Wilson and Jonathan Schwartz; (iii) for 2023, Kinnari Patel, John Militello, Raj Prabhakar and Mayo Pujols. |
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 2025. 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 2025 to determine the “compensation actually paid”, using the same adjustment methodology described above in Note 2(c): |
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 | | 2025 | $3,476,673 | ($2,790,706) | $1,682,345 | $2,368,312 |
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 2025. |
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 2025. 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 2025. |
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 2025 determined using the same methodology described above in Note 2(c). For 2025, 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 2025, which is then averaged to determine the average “compensation actually paid” to the NEOs (excluding Mr. Shah) for 2025. The amounts added or subtracted to determine the adjusted average amount are as follows: |
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 | | 2025 | $2,175,999 | ($130,678) | — | ($362,976) | — | — | $1,682,345 |
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 2025 did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table, except that the option valuations used an estimated term between 4.78 years and 9.2 years, an estimated volatility between 73% and 94%, and a risk-free rate between 3.6% and 4.4%.
Pay Versus Performance
| Stock Options | 2025 | | Expected Term (years) | 4.78-9.11 | | Strike Price | $3.07-$30.01 | | Volatility | 73.86%-93.24% | | Dividend Yield | 0.00% | | Risk-Free Interest Rate | 3.65% -4.37% |
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 2022 through the end of the applicable fiscal year, assuming reinvestment of dividends. |
Pay Versus Performance
| (6) This column represents the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
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 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 ($1,500,000 for directors in their first year of joining the Board) and the 75th percentile of the compensation paid or granted to similarly situated non-employee members of the boards of directors of the companies comprising the peer group used by the Company for purposes of determining Director compensation for such fiscal year. The fees paid to non-employee directors, other than our Chairman, for service on the Board and for service on each committee of the Board on which the director is a member are as follows:
Non-Employee Director Compensation Policy
| | Annual Retainer ($) | | 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 |
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. Pursuant to the Non-Employee Director Compensation Policy, directors are eligible to receive an annual equity award with a target dollar value of $360,000 (the “Annual Award”). This Annual Award is granted each year on the date of the annual meeting of stockholders of the Company. In addition, each person who first becomes a director on or following the effective date of the Non-Employee Director Compensation Policy is granted an initial award with a target dollar value of $360,000 (the “Initial Award”). Initial Awards vest monthly over a three year period and the Annual Award vests in full on the date of the next annual meeting of the stockholders of the Company following the grant. For 2025, the Board approved equity grants to each non-employee director consisting of 30,000 RSUs, with a grant date fair value of $84,900. The Board elected to use a fixed-share grant approach in 2025 to manage potential dilution, as granting equity based on the $360,000 Annual Award target value would have required issuing more than four times the number of shares actually granted in 2025. All of the foregoing option grants have or will have an exercise price equal to the fair market value of a share of common stock on the date of grant.
2025 Director Compensation Table
2025 Director Compensation Table The following table presents the total compensation for each person who served as a member of our Board during 2025. Other than as set forth in the table, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our Board in 2025. Gaurav D. Shah, M.D., our Chief Executive Officer, received no compensation for his service as a director during 2025, and, consequently, is not included in this table. The compensation received by Dr. Shah as an employee during 2025 is presented in the “2025 Summary Compensation Table” earlier in this proxy statement and other related named executive officer compensation disclosures in this proxy statement.
2025 Director Compensation Table
| Director Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total $ | | Elisabeth Björk, M.D., Ph.D.(2) | 32,500 | — | 84,900 | — | 117,400 | | Carsten Boess | 73,125 | — | 84,900 | — | 158,025 | | Mikael Dolsten, M.D., Ph.D. | 47,500 | — | 209,894 | 125,000 | 382,394 | | Peter Fong(3) | 14,319 | — | 177,066 | — | 191,385 | | Pedro Granadillo(2)(4) | — | — | 154,897 | — | 154,897 | | Gotham Makker, M.D.(2)(5) | — | — | 139,900 | — | 139,900 | | Fady Malik, M.D., Ph.D. | 47,500 | — | 84,900 | — | 132,400 | | Piratip Pratumsuwan(6) | 27,419 | 515,395 | 84,900 | — | 627,714 | | David Southwell | 53,750 | — | 84,900 | — | 138,650 | | Keith Woods(7) | 32,500 | — | — | — | 32,500 | | Roderick Wong, M.D.(8) | — | — | 134,898 | — | 134,898 | | Naveen Yamalanchi(9) | 2,581 | — | — | — | 2,581 |
2025 Director Compensation Table
| (1) For information regarding assumptions underlying the valuation of equity awards, see Note 9 to our consolidated financial statements for the year ended December 31, 2025. 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, 2025, Rocket Board members held unexercised options to purchase the following number of shares: 240,125 shares for Mr. Wong, 220,025 shares for Mr. Boess, 34,463 shares for Dr. Dolsten, 390,649 shares for Mr. Southwell, 186,341 shares for Dr. Björk, and 136,613 shares for Dr. Malik. |
2025 Director Compensation Table
| (2) The grant date fair value of the 2025 Director stock awards was $84,900. Mr. Granadillo and Dr. Makker elected to receive RSUs in lieu of their 2025 cash retainer, which had the same grant date fair value as they would have otherwise received in cash. |
2025 Director Compensation Table
| (3) Mr. Fong was appointed to our Board effective September 24, 2025, and his cash Board fees were prorated based on the number of days he served as a director in fiscal 2025. |
2025 Director Compensation Table
| (4) Mr. Granadillo stepped down from our Board of Directors effective September 30, 2025. |
2025 Director Compensation Table
| (5) Dr. Makker stepped down from our Board of Directors effective September 24, 2025. |
2025 Director Compensation Table
| (6) Amounts in Option Awards represent the aggregate grant-date fair value of onboarding and annual option awards granted to Mr. Pratumsuwan in 2025 in accordance with the Company’s non-employee director compensation policy, computed in accordance with FASB ASC Topic 718 excluding the effect of estimated forfeitures. |
2025 Director Compensation Table
| (7) R. Keith Woods did not stand for re-election at the 2025 Annual Meeting. As such, his term as a director, and a member of the Audit Committee and the Commercial Committee, expired on June 18, 2025. |
2025 Director Compensation Table
| (8) As Chairman of the Board, Dr. Wong is not entitled to receive any cash fees for his service. Dr. Wong’s RSUs award consist of 30,000 director RSUs and 17,667 RSUs in lieu of cash retainer. |
2025 Director Compensation Table
| (9) Dr. Yalamanchi stepped down from our Board of Directors effective January 25, 2025. |
2025 Director Compensation Table
In February 2025, the Company entered into a consulting agreement with Mikael Dolsten, one of the Company’s board members, effective March 3, 2025, for services related to the Company’s R&D activities. As compensation for services rendered during 2025, the consultant received $125,000 paid in equal monthly installments and $125,000 of RSUs valued as of the closing price on March 3, 2025 which vested in full on December 31, 2025. The agreement terminated on December 31, 2025.