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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Rocket Pharmaceuticals Inc | NASDAQ:RCKT | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.70 | 3.07% | 23.47 | 21.50 | 27.00 | 24.00 | 23.09 | 23.63 | 630,425 | 01:00:00 |
☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material under §240.14a-12
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to elect eight (8) directors named in the proxy statement to hold office until the Company’s annual meeting of stockholders in 2022, until their respective successors have been duly elected and qualified or until their earlier death, resignation or removal;
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to ratify the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021;
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to consider and act upon a non-binding, advisory vote on the compensation of our named executive officers;
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to consider and act upon a non-binding, advisory vote on the frequency of future advisory votes on the compensation of our named executive officers; and
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to transact any other business that properly comes before the Annual Meeting or any adjournments and postponements thereof.
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Sincerely yours,
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/s/ Gaurav Shah
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Gaurav Shah, M.D.
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Chief Executive Officer and Director
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DATE
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June 14, 2021
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TIME
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9:00 a.m. Eastern Time
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PLACE
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Virtually via the Internet at www.virtualshareholdermeeting.com/RCKT2021
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(1)
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Election of the eight (8) directors named in the proxy statement to hold office until the annual meeting of stockholders in 2022, or until their respective successors have been duly elected and qualified or until their earlier death, resignation or removal;
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(2)
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Ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021;
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(3)
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To consider and act upon a non-binding, advisory vote on the compensation of our named executive officers;
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(4)
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To consider and act upon a non-binding, advisory vote on the frequency of future advisory votes on the compensation of our named executive officers; and
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(5)
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Consideration of any other business properly brought before the Annual Meeting or any adjournment or postponement thereof.
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By Order of the Board of Directors
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/s/ Gaurav Shah
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Gaurav Shah, M.D.
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Chief Executive Officer and Director
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Cranbury, New Jersey
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April 30, 2021
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•
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“FOR” the election of each of the eight nominees to the Board identified in this proxy statement;
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“FOR” the ratification of the appointment of EisnerAmper LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021;
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“FOR” the approval, on a non-binding, advisory basis, of the compensation of our named executive officers; and
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for the approval, on a non-binding, advisory basis, that future votes on the compensation of our named executive officers be held “EVERY YEAR”.
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To vote on the Internet, go to www.proxyvote.com to complete an electronic proxy card. Please have the enclosed proxy card available. Your vote must be received by 11:59 P.M., Eastern Time, on June 13, 2021, to be counted.
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•
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To vote over the telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. Please have the enclosed proxy card available. Your vote must be received by 11:59 P.M., Eastern Time, on June 14, 2021, to be counted.
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To vote by proxy, simply complete, sign and date the enclosed proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, the designated proxy holders will vote your shares as you direct.
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To attend the Annual Meeting virtually via the Internet, log in at www.virtualshareholdermeeting.com/RCKT2021. You will need the 16-digit control number included on your Notice of Internet Availability or proxy card (if you received a paper delivery of proxy materials), to enter the Annual Meeting via the Internet. Instructions on how to attend and participate virtually via the Internet, including how to demonstrate proof of share ownership, are posted at www.virtualshareholdermeeting.com/RCKT2021.
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send a timely written revocation of the proxy to our Secretary;
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submit a signed proxy card bearing a later date;
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enter a new vote over the Internet or by telephone; or
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attend and vote virtually via the Internet at the Annual Meeting.
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Name
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Age
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Position(s) Held
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Director
Since
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Elisabeth Björk, M.D., Ph.D.
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59
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Director
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2020
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Carsten Boess
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54
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Director
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2016
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Pedro Granadillo
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74
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Director
|
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2018
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Gotham Makker, M.D.
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47
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Director
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2018
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Gaurav Shah, M.D.
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46
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President, Chief Executive Officer and Director
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2018
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David P. Southwell
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60
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Director
|
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2014
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Roderick Wong, M.D.
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44
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Chairman of the Board
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2018
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Naveen Yalamanchi, M.D.
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44
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Director
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2018
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Name
|
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Age
|
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Position(s) Held
|
Gaurav Shah, M.D.
|
| |
46
|
| |
Chief Executive Officer and Director
|
Jonathan Schwartz, M.D.
|
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57
|
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Chief Medical Officer
|
Kinnari Patel, Pharm.D., M.B.A.
|
| |
42
|
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President and Chief Operating Officer and Head of Development
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Carlos Garcia-Parada
|
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56
|
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Chief Financial Officer, Principal Financial Officer
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Name
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Audit
|
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Nominating and Corporate
Governance
|
| |
Compensation
|
Elisabeth Björk
|
| |
X
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| |
|
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|
Carsten Boess**
|
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X*
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| |
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X
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Pedro Granadillo
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X
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X
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X*
|
Gotham Makker
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| |
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| |
X
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Naveen Yalamanchi
|
| |
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X*
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X
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*
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Committee Chairman
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**
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Financial Expert
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•
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appointing, determining the compensation of, and assessing the independence of our independent registered public accounting firm;
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pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;
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reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements;
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reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;
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•
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reviewing major issues as to the adequacy of our internal control over financial reporting;
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establishing procedures for the receipt, retention and treatment of complaints received regarding ethics-related issues or potential violations of our code of business conduct and ethics and accounting and auditing-related complaints and concerns;
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recommending, based upon the Audit Committee’s review and discussions with management and the independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 10-K;
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regularly reporting to, and reviewing with the Board, any issues that arise with respect to the integrity of our financial statements and our compliance with legal and regulatory requirements;
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preparing the audit committee report required by SEC rules to be included in our annual proxy statement;
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reviewing all related party transactions for potential conflict of interest situations and approving all such transactions; and
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discussing quarterly earnings releases.
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recommending to the Board criteria for Board and committee membership;
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establishing a policy and procedures for identifying and evaluating Board candidates, including nominees recommended by stockholders;
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identifying individuals qualified to become members of the Board;
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recommending to the Board the persons to be nominated for election as directors and to each of the Board’s committees;
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developing and recommending to the Board a set of corporate governance guidelines; and
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overseeing the evaluation of the Board and management.
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1
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The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing we make under either the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
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reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer;
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evaluating the performance of our Chief Executive Officer in light of such corporate goals and objectives and determining and approving the compensation of our Chief Executive Officer;
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determining the compensation of our other executive officers;
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overseeing and administering our compensation and similar plans;
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appointing, compensating, and overseeing potential current compensation advisors in accordance with the independence standards identified in the applicable rules of Nasdaq;
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reviewing our policies and procedures for the grant of equity-based awards;
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reviewing and making recommendations to the Board with respect to director compensation;
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preparing the Compensation Committee Report required by SEC rules to be included in our annual proxy statement or Annual Report on Form 10-K, if applicable;
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reviewing and discussing with management the compensation discussion and analysis to be included in our annual proxy statement or Annual Report on Form 10-K, if applicable; and
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•
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reviewing and discussing with the Board corporate succession plans for the Chief Executive Officer and other key officers.
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develop a peer group of public companies to be used to benchmark pay levels of the senior leadership team and the Board;
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benchmark the total direct compensation of the senior leadership team;
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review the pay mix of the senior leadership team and compare it to the pay mix of the named executive officers of our peer group;
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review the amount of equity used to support the executive and Board pay programs and evaluate how this equity usage compared to peer practices and proxy advisory policies; and
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conduct a detailed analysis of the design and amount of board of director pay at the peer companies and compare this to the Company’s current practices.
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2020
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2019
|
Audit Fees(1)
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$438,988
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$250,775
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Audit-Related Fees(2)
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—
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—
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Tax Fees(3)
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89,441
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85,448
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All Other Fees(4)
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—
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—
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Total
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$528,429
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| |
$336,223
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(1)
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“Audit Fees” include the aggregate fees billed for audit of annual financial statements, audit of internal controls under Sarbanes-Oxley, review of financial statements included in the Form 10-Qs, and services normally provided by the accountant for statutory and regulatory filings or engagements for those fiscal years. The 2020 audit fees included $41,650 of fees billed in connection with our follow-on public offering.
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(2)
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“Audit-Related Fees” include the aggregate fees billed for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the Company’s financial statements.
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(3)
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“Tax Fees” include the aggregate fees billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.
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(4)
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“All Other Fees” include the aggregate fees billed for any other products and services provided by the principal accountant.
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•
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Compensation Discussion and Analysis and additional compensation tables and disclosure; and
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•
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Advisory votes on the compensation of our named executive officers and on the preferred frequency of advisory votes on the compensation of our named executive officers.
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•
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Gaurav D. Shah, M.D., Chief Executive Officer (“CEO”) and Director;
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•
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Kinnari Patel, Pharm.D., MBA, President and Chief Operating Officer;
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•
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Jonathan Schwartz, M.D., Chief Medical Officer and SVP;
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•
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John Militello, CPA, Vice President – Finance, Principal Accounting Officer and former Principal Financial Officer; and
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•
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Kamran Alam, CPA, former Senior Vice President – Finance and Principal Financial Officer.
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Demonstrated proof of concept in all four of the programs currently in clinical trials, including those for Danon disease, PKD, FA and LAD-I.
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•
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Successfully raised approximately $300 million in financing, with a tripling of stock price; and
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Opened our Cranbury, NJ headquarters and manufacturing and R&D facility.
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•
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Base Salary and Target Cash Incentives. We increased the base salaries and/or target cash incentives of certain of our executive officers to recognize their continued strong performance and to align more closely with our peer group.
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•
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Equity Awards. We granted stock option awards to each of our executive officers with a three-year vesting schedule to recognize their strong individual performance, as well as help ensure that their equity awards would deliver compensation and retention value closer to that provided to the companies in our compensation peer group and to continue to align the interests of executive officers with our stockholders.
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•
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Annual Cash Incentives Paid Based on Corporate Performance. We exceeded our corporate objectives by 50% and paid annual cash incentive awards to our executive officers based on this performance.
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•
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attract, motivate and retain executive officers of outstanding ability and potential;
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motivate and reward behavior consistent with our corporate performance objectives; and
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ensure that compensation is meaningfully tied to the creation of stockholder value through the development of best-in-class gene therapies.
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What We Do
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What We Don’t Do
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||||||
☐
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Pay-for-performance philosophy and culture
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☐
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Allow for pledging without prior Board approval and hedging of company stock by executive officers or directors
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☐
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More than two-thirds of our current NEOs’ total target direct compensation is performance-based and/or at risk
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☐
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Provide tax gross-up payments
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☐
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Independent compensation committee
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☐
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Provide for single trigger vesting of equity awards
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☐
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Independent compensation consultant
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☐
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Provide for excessive severance in the event of a change in control
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☐
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Responsible use of shares under our long-term incentive program
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☐
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Allow for repricing, cash-out or exchange “underwater” stock options without stockholder approval
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☐
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Annual risk assessment of our compensation program
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☐
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Provide executive pension plans or supplemental retirement plans
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☐
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Limited perquisites and personal benefits
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•
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assisted in the development of the compensation peer group that we use to understand market competitive compensation practices;
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provided compensation data and analysis of our executive compensation program, comparing our program to those of companies in our compensation peer group; and
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•
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advised on trends and developments relating to executive compensation.
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•
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base salary;
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•
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cash incentives; and
|
•
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equity compensation.
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Named Executive Officer
|
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Fiscal 2019 Base
Salary
|
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Fiscal 2020 Base
Salary
|
Gaurav D. Shah
|
| |
$480,000
|
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$540,000
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Kinnari Patel
|
| |
$415,000
|
| |
$450,000
|
Jonathan Schwartz
|
| |
$375,000
|
| |
$395,000
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Kamran Alam(1)
|
| |
$300,000
|
| |
$300,000
|
John Militello
|
| |
$235,000(2)
|
| |
$265,000(2)
|
(1)
|
Mr. Alam left the Company on July 30, 2020.
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(2)
|
Mr. Militello’s base salary was increased from $250,000 to $265,000 in August 2020 in connection with his promotion to Vice President – Finance and his reinstatement as interim Principal Financial Officer. Mr. Militello's base salary increased from $225,000 to $235,000 in July 2019 in connection with his promotion to Sr. Controller.
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Named Executive Officer
|
| |
Fiscal 2020 Total
Target Cash
Incentive ($)
|
| |
Fiscal 2020 Total
Target Cash
Incentive (as a % of
Base Salary)
|
Gaurav D. Shah
|
| |
$324,000
|
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60%
|
Kinnari Patel
|
| |
$202,500
|
| |
45%
|
Jonathan Schwartz
|
| |
$158,000
|
| |
40%
|
Kamran Alam(1)
|
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$105,000
|
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35%
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John Militello(2)
|
| |
$71,000
|
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30%
|
(1)
|
Mr. Alam left the Company on July 30, 2020 and, accordingly, was not eligible to and did not receive a bonus for fiscal 2020.
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(2)
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Mr. Militello’s base salary was increased to $265,000 in August 2020 in connection with his promotion to Vice President – Finance and his reinstatement as interim Principal Financial Officer and, accordingly, his target bonus was increased to $79,500. His annualized target bonus for 2020, pro-rated for the adjustment midyear, was $71,000.
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•
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Achieve timeline objectives for clinical studies in Danon, FA, LAD-I, PKD and IMO.
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•
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Initiate development medical affairs, health economics and outcomes research, and commercial functions.
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Expand R&D facility and establish in-house AAV manufacturing capabilities in Cranbury, New Jersey.
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Strengthen infrastructure and build and sustain overall compliance, including Sarbanes-Oxley compliance.
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•
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Secure Rocket’s cash runway to commercialization, through management within budget, readiness for opportunistic financing and optimizing capital structure.
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•
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Increase brand reputation and visibility of Rocket as a premier gene therapy company.
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Enable growth and persistence of Rocket culture and values during rapid growth and expansion of the Company.
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•
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Dr. Patel: proof of concept in four clinical programs, launch of Cranbury manufacturing site, and hiring/growth of company to nearly 100 people
|
•
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Dr. Schwartz: proof of concept in four clinical programs
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•
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Mr. Militello: achievement of Sarbanes-Oxley compliance through development of internal controls infrastructure, service as interim Principal Financial Officer.
|
Named Executive Officer
|
| |
2020 Target Cash
Incentive Award
Opportunity
|
| |
2020 Target
Cash
Incentive
Award (% of
2020 Salary)
|
| |
2020 Cash Incentive
Award Payment
|
| |
Payout
Percentage
|
Gaurav D. Shah
|
| |
$324,000
|
| |
60%
|
| |
$486,000
|
| |
150%
|
Kinnari Patel
|
| |
$202,500
|
| |
45%
|
| |
$364,500
|
| |
180%
|
Jonathan Schwartz
|
| |
$158,000
|
| |
40%
|
| |
$213,300
|
| |
135%
|
John Militello(1)
|
| |
$71,000
|
| |
30%
|
| |
$117,150
|
| |
165%
|
(1)
|
Mr. Militello’s base salary was increased to $265,000 in August 2020 in connection with his promotion to Vice President – Finance and his reinstatement as interim Principal Financial Officer and, accordingly, his target bonus was increased to $79,500. His annualized target bonus for 2020 was $71,000.
|
Named Executive Officer
|
| |
Number of Shares
Subject to Options (#)
|
| |
Aggregate Grant
Date Fair Value
|
Gaurav D. Shah
|
| |
383,306
|
| |
$5,821,735
|
Kinnari Patel
|
| |
215,000
|
| |
$3,254,721
|
Jonathan Schwartz
|
| |
82,000
|
| |
$1,251,033
|
Kamran Alam(1)
|
| |
28,000
|
| |
$427,670
|
John Militello
|
| |
40,000
|
| |
$617,270
|
(1)
|
Mr. Alam left the Company on July 30, 2020 and forfeited his unvested option grants in their entirety. The stock-based compensation expense recorded during 2020 for Mr. Alam’s stock options was subsequently reversed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718.
|
•
|
We structure our compensation program to consist of both fixed and variable components. The fixed (or base salary) component of our compensation programs is designed to provide income independent of our stock price performance so that employees will not focus exclusively on stock price performance to the detriment of other important business metrics.
|
•
|
We maintain internal controls over the measurement and calculation of financial information, which are designed to prevent this information from being manipulated by any employee, including our executive officers.
|
•
|
Employees of Rocket Pharmaceuticals are required to comply with our code of conduct, which covers, among other things, accuracy in keeping financial and business records.
|
•
|
The Compensation Committee approves the overall annual equity pool and the employee equity award guidelines.
|
•
|
A significant portion of the compensation paid to our executive officers is in the form of equity to align their interests with the interests of stockholders.
|
•
|
As part of our insider trading policy, we prohibit hedging transactions involving our securities so that our executive officers and other employees cannot insulate themselves from the effects of poor stock price performance.
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($)
|
| |
Bonus
($)
|
| |
Option
Awards
($)(1)
|
| |
All Other
Compensation
($)(3)
|
| |
Total
($)
|
Gaurav D. Shah,
M.D. Chief Executive Officer
|
| |
2020
|
| |
540,000
|
| |
486,000(4)
|
| |
5,821,735
|
| |
11,400
|
| |
6,859,135
|
|
2019
|
| |
480,000
|
| |
349,140(4)
|
| |
3,043,306
|
| |
11,200
|
| |
3,883,646
|
||
|
2018
|
| |
413,735
|
| |
300,940(4)
|
| |
5,651,220
|
| |
9,857
|
| |
6,375,752
|
||
Kinnari Patel,
Pharm.D., MBA President and Chief Operating Officer
|
| |
2020
|
| |
450,000
|
| |
364,500(4)
|
| |
3,254,721
|
| |
11,400
|
| |
4,080,621
|
|
2019
|
| |
415,000
|
| |
257,715(4)
|
| |
2,092,294
|
| |
11,200
|
| |
2,776,209
|
||
|
2018
|
| |
358,864
|
| |
198,093(4)
|
| |
2,423,050
|
| |
11,066
|
| |
2,991,073
|
||
Jonathan Schwartz,
M.D., SVP and Chief Medical Officer
|
| |
2020
|
| |
395,000
|
| |
213,300(4)
|
| |
1,251,033
|
| |
11,400
|
| |
1,870,733
|
|
2019
|
| |
375,000
|
| |
155,250(4)
|
| |
937,261
|
| |
8,165
|
| |
1,475,675
|
||
|
2018
|
| |
359,820
|
| |
157,241(4)
|
| |
830,761
|
| |
8,854
|
| |
1,356,675
|
||
Kamran Alam
Senior Vice President – Finance and Principal Financial Officer(5)
|
| |
2020
|
| |
197,230
|
| |
—(5)
|
| |
427,670
|
| |
9,350
|
| |
634,250
|
|
2019
|
| |
54,545
|
| |
80,000(2)
|
| |
1,916,912
|
| |
—
|
| |
2,051,457
|
||
John Militello,
Vice President – Finance, Sr. Controller and Treasurer Principal Accounting Officer, former Principal Financial Officer
|
| |
2020
|
| |
257,233
|
| |
117,150(4)
|
| |
617,270
|
| |
11,400
|
| |
1,003,053
|
(1)
|
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 excluding any estimates of forfeitures related to service-based vesting conditions. For information regarding assumptions underlying the valuation of equity awards, see Note 9 to our consolidated financial statements for the year ended December 31, 2020. 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.
|
(2)
|
Represents portion of signing bonus paid to Mr. Alam in 2019 pursuant to his offer letter dated September 25, 2019. Mr. Alam left the Company prior to the first anniversary of his start date and repaid his signing bonus to the Company.
|
(3)
|
Represents Company matching contributions to the accounts of our named executive officers in the Company’s 401(k) plan.
|
(4)
|
Represents bonus amounts 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 2020, see above under “Compensation Discussion and Analysis – Annual Cash Incentives.”
|
(5)
|
Mr. Alam left the Company in July 2020 and did not receive an annual bonus for 2020. In addition, he forfeited all unvested equity awards held by him, including all awards granted to him in 2020.
|
|
| |
Grant
Date
|
| |
Estimated Future
Payouts Under
Equity Incentive
Plan Awards:
Target
(#)
|
| |
All Other
Option Awards:
Number of
Securities
Underlying Options
(#)
|
| |
Exercise or
Base Price
of Stock and
Option
Awards
($/share)
|
| |
Grant Date
Fair Value of
Stock and
Option
Awards
($) (1)
|
Gaurav Shah, M.D.
|
| |
2/6/20
|
| |
—
|
| |
383,306
|
| |
22.72
|
| |
5,821,735
|
Kinnari Patel, Pharm.D.,
MBA
|
| |
2/6/20
|
| |
—
|
| |
150,000
|
| |
22.72
|
| |
2,278,233
|
|
2/10/20
|
| |
|
| |
15,000
|
| |
23.89
|
| |
239,820
|
||
|
9/8/20
|
| |
|
| |
50,000
|
| |
23.05
|
| |
736,668
|
||
Jonathan Schwartz, M.D.
|
| |
2/6/20
|
| |
—
|
| |
75,000
|
| |
22.72
|
| |
1,139,117
|
|
2/10/20
|
| |
|
| |
7,000
|
| |
23.89
|
| |
111,916
|
||
Kamran Alam(2)
|
| |
2/6/20
|
| |
—
|
| |
25,000
|
| |
22.72
|
| |
379,705
|
|
2/10/20
|
| |
|
| |
3,000
|
| |
23.89
|
| |
47,964
|
|
| |
Grant
Date
|
| |
Estimated Future
Payouts Under
Equity Incentive
Plan Awards:
Target
(#)
|
| |
All Other
Option Awards:
Number of
Securities
Underlying Options
(#)
|
| |
Exercise or
Base Price
of Stock and
Option
Awards
($/share)
|
| |
Grant Date
Fair Value of
Stock and
Option
Awards
($) (1)
|
John Militello
|
| |
2/6/20
|
| |
—
|
| |
20,000
|
| |
22.72
|
| |
303,777
|
|
2/10/20
|
| |
|
| |
2,000
|
| |
23.89
|
| |
31,976
|
||
|
8/3/20
|
| |
|
| |
18,000
|
| |
24.82
|
| |
281,517
|
(1)
|
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 excluding any estimates of forfeitures related to service-based vesting conditions. For information regarding assumptions underlying the valuation of equity awards, see Note 9 to our consolidated financial statements for the year ended December 31, 2020.
|
(2)
|
Mr. Alam left the Company in July 2020 and forfeited all unvested equity awards held by him, including all awards granted to him in 2020.
|
Name
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable(1)
|
| |
Option
Exercise Price
($)
|
| |
Option
Expiration
Date
|
Gaurav D. Shah, M.D.
|
| |
152,370
|
| |
—
|
| |
1.69
|
| |
4/12/27
|
|
| |
362,034
|
| |
32,916
|
| |
18.75
|
| |
3/29/28
|
|
| |
210,468
|
| |
105,232
|
| |
14.56
|
| |
1/28/29
|
|
| |
—
|
| |
383,306
|
| |
22.72
|
| |
2/6/30
|
Kinnari Patel, Pharm.D., M.B.A.
|
| |
55,869
|
| |
—
|
| |
1.21
|
| |
4/18/26
|
|
| |
38,093
|
| |
—
|
| |
1.69
|
| |
4/12/27
|
|
| |
160,417
|
| |
14,583
|
| |
18.75
|
| |
3/29/28
|
|
| |
120,000
|
| |
60,000
|
| |
14.56
|
| |
1/28/29
|
|
| |
20,838
|
| |
29,162
|
| |
10.85
|
| |
9/2/29
|
|
| |
—
|
| |
150,000
|
| |
22.72
|
| |
2/6/30
|
|
| |
—
|
| |
15,000
|
| |
23.89
|
| |
2/10/30
|
|
| |
—
|
| |
50,000
|
| |
23.05
|
| |
9/8/30
|
Jonathan Schwartz, M.D.
|
| |
251,410
|
| |
—
|
| |
1.21
|
| |
2/08/26
|
|
| |
11,428
|
| |
—
|
| |
1.69
|
| |
4/12/27
|
|
| |
55,000
|
| |
5,000
|
| |
18.75
|
| |
3/29/28
|
|
| |
43,750
|
| |
31,250
|
| |
14.56
|
| |
1/28/29
|
|
| |
12,500
|
| |
17,500
|
| |
10.85
|
| |
9/2/29
|
|
| |
—
|
| |
75,000
|
| |
22.72
|
| |
2/6/30
|
|
| |
—
|
| |
7,000
|
| |
23.89
|
| |
2/10/30
|
John Militello
|
| |
9,167
|
| |
833
|
| |
12.55
|
| |
1/8/28
|
|
| |
9,167
|
| |
833
|
| |
18.75
|
| |
3/29/28
|
|
| |
8,334
|
| |
1,666
|
| |
20.61
|
| |
6/25/28
|
|
| |
4,998
|
| |
15,002
|
| |
14.56
|
| |
1/28/29
|
|
| |
4,165
|
| |
5,835
|
| |
10.85
|
| |
9/2/29
|
|
| |
—
|
| |
20,000
|
| |
22.72
|
| |
2/6/30
|
|
| |
—
|
| |
2,000
|
| |
23.89
|
| |
2/10/30
|
|
| |
—
|
| |
18,000
|
| |
24.82
|
| |
8/3/30
|
(1)
|
These stock options have a grant date that is ten years prior to the expiration date. Such awards vest 33% on the first anniversary of the date of grant with the remaining portion subject to equal quarterly vesting over the following two years.
|
|
| |
Option Awards
|
| |
Stock Awards
|
||||||
Name
|
| |
Number of
Shares Acquired
on Exercise (#)
|
| |
Value
Realized on
Exercise ($)
(1)
|
| |
Number of
Shares
Acquired
on Vesting
(#)
|
| |
Value
Realized on
Vesting ($)
|
Gaurav Shah, M.D.
|
| |
380,925
|
| |
6,931,449
|
| |
—
|
| |
—
|
Kinnari Patel, Pharm.D., MBA
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Jonathan Schwartz, M.D.
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Kamran Alam
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
John Militello
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
(1)
|
The value realized on exercise is equal to the difference between the closing price of the stock on the exercise date less the per share exercise price, multiplied by the number of shares for which the option was being exercised.
|
•
|
any material breach by the executive of any agreement between the executive and the Company;
|
•
|
the conviction of, indictment for or plea of nolo contendere by the executive to a felony or a crime involving moral turpitude; or
|
•
|
any material misconduct or willful and deliberate nonperformance (other than by reason of the executive’s Disability) by the executive of the executive’s duties to the Company.
|
•
|
a material, adverse change in the executive’s duties, responsibilities, authority, title or reporting structure;
|
•
|
a material reduction in the executive’s base salary or bonus opportunity; or
|
•
|
a geographical relocation of the executive’s principal office location by more than 50 miles.
|
•
|
the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity;
|
•
|
a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction;
|
•
|
the sale of all of the stock of the Company to an unrelated person, entity or group thereof acting in concert; or
|
•
|
any other transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company.
|
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
|
| |
540,000
|
| |
486,000
|
| |
1,296,000
|
Acceleration of Equity Awards(1)
|
| |
—
|
| |
17,738,472
|
| |
17,738,472
|
Health care continuation
|
| |
27,816
|
| |
—
|
| |
27,816
|
Total
|
| |
547,816
|
| |
18,224,472
|
| |
19,062,288
|
(1)
|
The value of accelerated vesting of stock options is based on the difference between (x) $54.84, the closing market price of our common stock on December 31, 2020, and (y) the per share exercise price of the stock option.
|
Executive Benefits and
Payment upon Termination
|
| |
Termination
by Company
without Cause
or Resignation
For Good
Reason Not
in Connection
with a Change
in Control ($)
|
| |
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
|
| |
337,500
|
| |
364,500
|
| |
814,500
|
Acceleration of Equity Awards(1)
|
| |
—
|
| |
11,097,687
|
| |
11,097,687
|
Health care continuation
|
| |
24,750
|
| |
—
|
| |
24,750
|
Total
|
| |
362,250
|
| |
11,462,187
|
| |
11,936,937
|
(1)
|
The value of accelerated vesting of stock options is based on the difference between (x) $54.84, the closing market price of our common stock on December 31, 2020, and (y) the per share exercise price of the stock option.
|
Executive Benefits and
Payment upon Termination
|
| |
Termination
by the Company
without Cause
or Resignation
For Good
Reason Not
in Connection
with a Change
in Control ($)
|
| |
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
|
| |
296,250
|
| |
213,300
|
| |
608,300
|
Acceleration of Equity Awards(1)
|
| |
—
|
| |
4,834,675
|
| |
4,834,675
|
Health care continuation
|
| |
32,481
|
| |
—
|
| |
32,481
|
Total
|
| |
328,731
|
| |
5,047,975
|
| |
5,475,456
|
(1)
|
The value of accelerated vesting of stock options is based on the difference between (x) $54.84, the closing market price of our common stock on December 31, 2020, and (y) the per share exercise price of the stock option.
|
Executive Benefits and
Payment upon Termination
|
| |
Termination
by the Company
without Cause
or Resignation
For Good
Reason Not
in Connection
with a Change
in Control ($)
|
| |
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
|
| |
—
|
| |
—
|
| |
—
|
Acceleration of Equity Awards(1)
|
| |
—
|
| |
2,227,940
|
| |
2,227,940
|
Health care continuation
|
| |
—
|
| |
—
|
| |
—
|
Total
|
| |
—
|
| |
2,227,940
|
| |
2,227,940
|
(1)
|
The value of accelerated vesting of stock options is based on the difference between (x) $54.84, the closing market price of our common stock on December 31, 2020, and (y) the per share exercise price of the stock option.
|
|
| |
Annual Retainer
|
Board of Directors:
|
| |
|
All non-employee members, except chairman
|
| |
$35,000
|
Audit Committee:
|
| |
|
Members
|
| |
$7,500
|
Chairman
|
| |
$15,000
|
Compensation Committee:
|
| |
|
Members
|
| |
$5,000
|
Chairman
|
| |
$10,000
|
Nominating and Corporate Governance Committee:
|
| |
|
Members
|
| |
$4,000
|
Chairman
|
| |
$8,000
|
Director name
|
| |
Fees Earned or
Paid in Cash
($)
|
| |
Option Awards
($)(1)
|
| |
All Other
Compensation
($)
|
| |
Total $
|
Carsten Boess
|
| |
55,000
|
| |
243,144
|
| |
—
|
| |
298,144
|
Elisabeth Björk, M.D., Ph.D.
|
| |
29,514
|
| |
243,144
|
| |
|
| |
272,657
|
Pedro Granadillo
|
| |
56,500
|
| |
243,144
|
| |
—
|
| |
299,644
|
Gotham Makker, M.D.
|
| |
38,976(2)
|
| |
243,144
|
| |
118,946(2)
|
| |
401,065
|
David Southwell
|
| |
35,000
|
| |
243,144
|
| |
—
|
| |
278,144
|
Naveen Yalamanchi, M.D.
|
| |
48,000
|
| |
243,144
|
| |
110,000(3)
|
| |
401,144
|
Roderick Wong, M.D.(4)
|
| |
—
|
| |
328,244
|
| |
—
|
| |
328,244
|
(1)
|
Amounts represent the aggregate grant-date fair value of option awards granted to our directors in 2020, computed in accordance with FASB ASC Topic 718 excluding any estimates of forfeitures related to service-based vesting conditions. For information regarding assumptions underlying the valuation of equity awards, see Note 9 to our consolidated financial statements for the year ended December 31, 2020. 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, 2020, Rocket Board members held unexercised options to purchase the following number of shares: 114,500 shares for Mr. Wong, 110,936 shares for Mr. Makker, 90,000 shares for Mr. Granadillo, 110,250 shares for Mr. Boess, 90,000 shares for Mr. Yalamanchi, 280,874 shares for Mr. Southwell, and 60,000 shares for Dr. Björk.
|
(2)
|
Dr. Makker elected to receive stock options in lieu of such cash compensation. As a result, Dr. Makker received an option to purchase 3,206 shares with an exercise price of $19.90 per share. Dr. Makker received an option for 9,784 shares for a consulting agreement for pipeline development, new asset evaluation and corporate strategy.
|
(3)
|
Includes $110,000 in fees paid in 2020 to Dr. Yalamanchi which was used to reimburse an unaffiliated consultancy for services including advice on Company corporate finance, business development, corporate development, human resources, and investor relations matters.
|
(4)
|
As chairman of the Board, Dr. Wong is not entitled to receive any cash fees for his service.
|
•
|
the amounts involved exceeded or exceeds $120,000; and
|
•
|
any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.
|
•
|
each person, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of our capital stock;
|
•
|
our named executive officers;
|
•
|
each of our other directors; and
|
•
|
all executive officers and directors as a group.
|
Name and address of beneficial owner
|
| |
Number of
Shares
Beneficially
Owned
|
| |
Percent of
Class
|
5% Stockholders
|
| |
|
| |
|
RTW Investments, LP(1)
40 10th Avenue, Floor 7
New York, NY 10014
|
| |
16,185,119
|
| |
26.1%
|
T. Rowe Price(2)
100 E. Pratt Street
Baltimore, MA 21202
|
| |
3,479,321
|
| |
5.6%
|
Perceptive Advisors LLC(3)
51 Astor Place
New York, NY 10003
|
| |
3,396,867
|
| |
5.5%
|
Named executive officers and directors
|
| |
|
| |
|
David P. Southwell(4)
|
| |
376,034
|
| |
*
|
Kamran Alam
|
| |
—
|
| |
*
|
Carsten Boess(5)
|
| |
110,250
|
| |
*
|
Pedro Granadillo(6)
|
| |
90,000
|
| |
*
|
Gotham Makker, M.D.(7)
|
| |
1,442,331
|
| |
2.3%
|
Kinnari Patel, Pharm.D., MBA(8)
|
| |
693,520
|
| |
1.1%
|
Gaurav Shah, M.D.(9)
|
| |
1,768,055
|
| |
3.2%
|
Roderick Wong, M.D.(1)
|
| |
17,530,044
|
| |
28.2%
|
Naveen Yalamanchi, M.D.(10)
|
| |
203,641
|
| |
*
|
Elisabeth Björk, M.D., Ph.D.(11)
|
| |
60,000
|
| |
*
|
Jonathan Schwartz(12)
|
| |
398,746
|
| |
*
|
John Militello(13)
|
| |
54,841
|
| |
*
|
All directors and executive officers as a group (12 persons)(14)
|
| |
22,727,462
|
| |
36.5%
|
*
|
Represents beneficial ownership of less than one percent.
|
(1)
|
Based on Schedule 13D/A, jointly filed by RTW Investments, LP (“RTW”) and Roderick Wong with the SEC on March 29, 2021. According to the Schedule 13D/A, the reporting persons had shared voting power and shared dispositive power with respect to 16,185,119 shares, and did not have sole voting power or dispositive power as to any shares. According to the Schedule 13D/A, the shares of common stock beneficially owned by the reporting persons are held by one or more funds (together the “RTW Funds”) managed by RTW Investments, LP (the “RTW Adviser”). The RTW Adviser, in its capacity as the investment manager of the RTW Funds, has the power to vote and the power to direct the disposition of all such shares of common stock held by the RTW Funds. Roderick Wong is the Managing Partner and Chief Investment Officer of the RTW Adviser. Roderick Wong is a control person of RTW and Chairman of the Board.
|
(2)
|
Based on Schedule 13G, filed by T. Rowe Price with the SEC on February 16, 2021. According to the Schedule 13G, the reporting persons had sole voting power with respect to 557,670 shares, sole dispositive power with respect to 3,479,321 shares, and did not have shared voting or dispositive power as to any shares.
|
(3)
|
Based on Schedule 13G, filed by Perceptive Advisors, LLC with the SEC on February 16, 2021. According to the Schedule 13G, the reporting persons had shared voting power and shared dispositive power with respect to 3,396,867 shares, and did not have sole voting power or dispositive power as to any shares. According to the Schedule 13G, Perceptive Life Sciences Master Fund, Ltd. (the “Master Fund”) directly holds 3,396,867 shares of common stock. Perceptive Advisors LLC (“Perceptive Advisors”) serves as the investment manager to the Master Fund and may be deemed to beneficially own such shares. Joseph Edelman is the managing member of Perceptive Advisors and may be deemed to beneficially own such shares.
|
(4)
|
Consists of (i) 95,160 shares of common stock, and (ii) 280,874 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 16, 2021.
|
(5)
|
Consists of 110,250 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 16, 2021.
|
(6)
|
Consists of 90,000 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 16, 2021.
|
(7)
|
Consists of (i) 1,331,486 shares of common stock held by Simran Investment Group, and (ii) 110,845 shares of common stock issuable upon the exercise of options within 60 days after April 16, 2021. Dr. Makker exercises voting and dispositive control over the securities held by Simran Investment Group and is therefore deemed be the beneficial owner of securities owned or controlled by Simran Investment Group.
|
(8)
|
Consists of (i) 202,254 shares of common stock, (ii) 101,602 shares owned by Adaptive Technologies, LLC, a limited liability company that is owned and managed by Dr. Patel’s husband, (iii) 5,675 shares owned by Dr. Patel’s husband, and (iv) 491,266 shares of common stock issuable upon the exercise of stock options within 60 days after April 16, 2021.
|
(9)
|
Consists of (i) 904,277 shares of common stock and (ii) 833,277 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 16, 2021.
|
(10)
|
Consists of (i) 113,641 shares owned by the Naveen Yalamanchi Revocable Living Trust, February 9, 2016, of which Dr. Yalamanchi is the trustee and (ii) 90,000 shares of common stock issuable upon the exercise of options within 60 days of April 16, 2021. Dr. Yalamanchi has a pecuniary interest in RTW, but the beneficial ownership of Dr. Yalamanchi in the table above does not reflect such ownership. Dr. Yalamanchi has no voting or dispositive power over the shares held by RTW.
|
(11)
|
Consists of 60,000 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 16, 2021.
|
(12)
|
Consists of 398,746 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 16, 2021.
|
(13)
|
Consists of 54,481 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 16, 2021.
|
(14)
|
Includes only current directors and executive officers serving in such capacity on the date of the table. Consists of the shares and stock options held by Dr. Björk, Mr. Southwell, Mr. Boess, Mr. Granadillo, Dr. Makker, Dr. Shah, Dr. Wong, and Dr. Yalamanchi and shares and stock options held by current executive officers of the Company.
|
Plan Category
|
| |
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
|
| |
Weighted-
average exercise
price of
outstanding
options, warrants
and rights
|
| |
Number of
securities remaining
available for future
issuance under equity
compensation plans
(excluding securities
reflected in column
(a))
|
|
| |
(a)
|
| |
(b)
|
| |
(c)
|
Equity compensation plans approved by security holders(1)
|
| |
11,050,931(2)
|
| |
$9.10
|
| |
1,629,300(3)
|
Equity compensation plans not approved by security holders
|
| |
—
|
| |
—
|
| |
—
|
Total
|
| |
11,050,931
|
| |
$9.10
|
| |
1,629,300
|
(1)
|
Consists of the Second Amended and Restated 2014 Stock Option and Incentive Plan (the “2014 Plan”) and the 2014 Amended and Restated Employee Stock Purchase Plan (the “2014 ESPP”). The 2014 Plan provides that an additional number of shares will automatically be added to the shares authorized for issuance under the 2014 Plan on January 1 of each year. The number of shares added each year will be equal to 4% of the outstanding shares on the immediately preceding December 31. The 2014 ESPP provides on January 1, 2016 and each January 1 thereafter, the number of shares of common stock approved, reserved and available for issuance under the 2014 ESPP shall be cumulatively increased by the lesser of (i) 600,000 shares of common stock or (ii) such number of shares as is necessary to set the number of unissued shares under the plan at 1% of the Company’s outstanding common stock as of January 1 of the applicable year; provided that the Board may act prior to the first day of any fiscal year to provide that there will be no January 1 increase in the share reserve for such fiscal year or that the increase in the share reserve for such fiscal year will be a lesser number of shares of common stock than would otherwise occur pursuant to the preceding clause.
|
(2)
|
Consists of shares underlying outstanding options and restricted stock units under the 2014 Plan.
|
(3)
|
Consists of shares available under the 2014 Plan and the 2014 ESPP. This does not include 2,439,855 shares added to the 2014 Plan and 0 shares added to the 2014 ESPP pursuant to their terms on January 1, 2021.
|
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