Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material under §240.14a-12 |
☒ | No fee required |
☐ | Fee paid previously with preliminary materials. |
☐ | Fee computed on table |
1. | to elect ten directors named in the proxy statement to hold office until the Company’s annual meeting of stockholders in 2025, until their respective successors have been duly elected and qualified or until their earlier death, resignation or removal; |
2. | to ratify the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; |
3. | to consider and act upon a non-binding, advisory vote on the compensation of our named executive officers; |
4. | to approve an Amendment to our Seventh Amended and Restated Certificate of Incorporation (the “certificate of incorporation”) to increase the authorized number of shares of common stock from 120,000,000 shares to 180,000,000 shares (the “Authorized Shares Increase Proposal”); and |
5. | to transact any other business that properly comes before the Annual Meeting or any adjournments and postponements thereof. |
Sincerely yours, | | | |
| | ||
/s/ Gaurav Shah | | | |
Gaurav Shah, M.D. | | | |
Chief Executive Officer and Director | | |
DATE | | | June 13, |
| | ||
TIME | | | 9:00 a.m. Eastern Time |
| | ||
PLACE | | | Virtually via the Internet at www.virtualshareholdermeeting.com/ |
1. | Election of the |
2. | Ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, |
3. |
4. | Approval of an Amendment to our certificate of incorporation to increase the authorized number of shares of common stock from 120,000,000 shares to 180,000,000 shares; and |
5. |
By Order of the Board of Directors | | | |
| | ||
/s/ Gaurav Shah | | | |
Gaurav Shah, M.D. | | | |
Chief Executive Officer and Director | | | |
Cranbury, New Jersey | | | |
April 29, | | |
• | To attend the Annual Meeting virtually via the Internet, log in at www.virtualshareholdermeeting.com/RCKT2024. You will need the 16-digit control number included on your Notice of Internet Availability or proxy card (if you received a paper delivery of proxy materials) to enter the Annual Meeting via the Internet. Instructions on how to attend and participate virtually via the Internet, including how to demonstrate proof of share ownership, are posted at www.virtualshareholdermeeting.com/RCKT2024. |
Name | | Age | | Position(s) Held | | Director Since | | Age | | Position(s) Held | | Director Since | ||||||
Roderick Wong, M.D. | | 47 | | Chairman of the Board | | 2018 | ||||||||||||
Elisabeth Björk, M.D., Ph.D. | | 60 | | Director | | 2020 | | 62 | | Director | | 2020 | ||||||
Carsten Boess | | 55 | | Director | | 2016 | | 57 | | Director | | 2016 | ||||||
Pedro Granadillo | | 75 | | Director | | 2018 | | 77 | | Director | | 2018 | ||||||
Gotham Makker, M.D. | | 48 | | Director | | 2018 | | 60 | | Director | | 2018 | ||||||
Fady Malik, M.D., Ph.D. | | 57 | | Director | | 2022 | | 60 | | Director | | 2022 | ||||||
Gaurav Shah, M.D. | | 47 | | Chief Executive Officer and Director | | 2018 | | 49 | | Chief Executive Officer and Director | | 2018 | ||||||
David P. Southwell | | 61 | | Director | | 2014 | | 63 | | Director | | 2014 | ||||||
Roderick Wong, M.D. | | 45 | | Chairman of the Board | | 2018 | ||||||||||||
R. Keith Woods | | 56 | | Director | | 2023 | ||||||||||||
Naveen Yalamanchi, M.D. | | 45 | | Director | | 2018 | | 47 | | Director | | 2018 |
| Board Diversity Matrix (As of April 29, 2022) | | Board Diversity Matrix (As of April 29, 2024) | | ||||||||||||||||||||||||
| Total Number of Directors | | | 9 | | Total Number of Directors | | | 10 | | ||||||||||||||||||
| | | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | | | | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | | ||
| Part I: Gender Identity | | Part I: Gender Identity | | ||||||||||||||||||||||||
| Directors | | | 1 | | | 8 | | | | | | Directors | | | 1 | | | 9 | | | | | | ||||
| Part II: Demographic Background | | Part II: Demographic Background | | ||||||||||||||||||||||||
| African American or Black | | | | | | | | | | African American or Black | | | | | | | | | | ||||||||
| Alaskan Native or Native American | | | | | | | | | | Alaskan Native or Native American | | | | | | | | | | ||||||||
| Asian | | | | | 4 | | | | | | Asian | | | | | 4 | | | | | | ||||||
| Hispanic or Latinx | | | | | 1 | | | | | | Hispanic or Latinx | | | | | 1 | | | | | | ||||||
| Native Hawaiian or Pacific Islander | | | | | | | | | | Native Hawaiian or Pacific Islander | | | | | | | | | | ||||||||
| White | | | 1 | | | 3 | | | | | | White | | | 1 | | | 4 | | | | | | ||||
| Two or More Races or Ethnicities | | | | | | | | | | Two or More Races or Ethnicities | | | | | | | | | | ||||||||
| LGBTQ+ | | | | LGBTQ+ | | | | ||||||||||||||||||||
| Did Not Disclose Demographic Background | | | | Did Not Disclose Demographic Background | | | |
Name | | | Age | | | Position(s) Held |
Gaurav Shah, M.D. | | | | | Chief Executive Officer and Director | |
Kinnari Patel, Pharm.D., M.B.A. | | | | | President, Head of R&D and Chief Operating Officer | |
Aaron Ondrey | | | 48 | | | Chief Financial Officer |
Raj Prabhakar, M.B.A. | | | 50 | | | Chief Business Officer, Senior Vice President |
Jonathan Schwartz, M.D. | | | 60 | | | Chief Medical & Gene Therapy Officer |
Mayo Pujols | | | 55 | | | Chief Technical Officer, Executive Vice President |
Mark White, MB.ChB | | | 57 | | | General Manager, Commercial Affairs |
John Militello, CPA | | | | | ||
Martin Wilson, J.D. | | | | | General Counsel and Chief |
Name | | | Audit | | | Nominating and Corporate Governance | | | Compensation |
Elisabeth Björk | | | X | | | | | ||
Carsten Boess** | | | X* | | | | | X | |
Pedro Granadillo | | | X | | | X | | | X* |
Naveen Yalamanchi | | | X | | | | | ||
R. Keith Woods | | | | | X* | | | X |
* | Committee Chairman |
** | Financial Expert |
* | 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. |
| | 2021 | | | 2020 | |
Audit Fees(1) | | | $442,289 | | | $438,988 |
Audit-Related Fees(2) | | | — | | | — |
Tax Fees(3) | | | 56,289 | | | 89,441 |
All Other Fees(4) | | | — | | | — |
Total | | | $498,578 | | | $528,429 |
| | 2023 | | | 2022 | |
Audit Fees(1) | | | $531,430 | | | $588,516 |
Audit-Related Fees(2) | | | — | | | — |
Tax Fees(3) | | | $125,670 | | | 199,257 |
All Other Fees(4) | | | — | | | — |
Total | | | $657,100 | | | $774,273 |
(1) | “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 |
(2) | “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. |
(3) | “Tax Fees” include the aggregate fees billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. |
(4) | “All Other Fees” include the aggregate fees billed for any other products and services provided by the principal accountant. |
• | Base Salary and Annual Target Cash Incentives. We maintained competitive base salary and annual target cash incentive levels for our executive officers to ensure competitive positioning relative to market pay levels and to ensure pay-and-performance alignment through our annual incentive program. |
• | Annual Target Cash Incentives Paid Based on Corporate Performance. We achieved 100% of our target corporate objectives and paid annual cash incentive awards to our executive officers based on this performance. |
• | Equity Awards. We granted restricted stock unit (“RSU”) and stock option awards to each of our executive officers with a three-year vesting schedule. We consider market-competitive pay levels for similarly-situated executives and our prior year performance when calibrating the target level of our equity awards. |
What We Do | | | What We Don’t Do |
☑ culture ☑ ☑ ☑ consultant ☑ incentive program responsibly ☑ compensation program ☑ ☑ Maintain a clawback policy covering incentive-based cash and equity compensation ☑ Require our directors and executive officers to maintain specified levels of stock ownership | | | ☒ Allow for pledging without prior Board approval or hedging of Company stock by executive officers or directors ☒ Provide tax gross-up payments ☒ Provide for single trigger vesting of equity awards ☒ Provide for excessive severance in the event of a change in control ☒ Allow for repricing, cash-out or exchange of “underwater” stock options without stockholder approval ☒ Provide executive pension plans or supplemental retirement plans |
Named Executive Officer | | | Fiscal 2020 Base Salary | | | Fiscal 2021 Base Salary |
Gaurav D. Shah | | | $540,000 | | | $590,000 |
Carlos Garcia-Parada(1) | | | N/A | | | $410,000 |
Kinnari Patel | | | $450,000 | | | $510,000 |
Jonathan Schwartz | | | $395,000 | | | $410,000 |
Martin Wilson(2) | | | N/A | | | $415,000 |
Named Executive Officer | | | Fiscal 2022 Base Salary | | | Fiscal 2023 Base Salary |
Gaurav D. Shah | | | $600,000 | | | $625,000 |
John Militello | | | $305,036 | | | $317,506 |
Kinnari Patel | | | $522,750 | | | $537,125 |
Mayo Pujols | | | $480,000 | | | $492,500 |
Jonathan Schwartz | | | $434,600 | | | $447,433 |
Named Executive Officer | | | Fiscal 2021 Total Target Cash Incentive ($) | | | Fiscal 2021 Total Target Cash Incentive (as a % of Base Salary) |
Gaurav D. Shah | | | $354,000 | | | 60% |
Carlos Garcia-Parada(1) | | | $164,000 | | | 40% |
Kinnari Patel | | | $255,000 | | | 50% |
Jonathan Schwartz | | | $164,000 | | | 40% |
Martin Wilson(2) | | | $166,000 | | | 40% |
Named Executive Officer | | | Fiscal 2023 Total Target Cash Incentive ($) | | | Fiscal 2023 Total Target Cash Incentive (as a % of Base Salary) |
Gaurav D. Shah | | | $375,000 | | | 60% |
John Militello | | | $95,252 | | | 30% |
Kinnari Patel | | | $268,563 | | | 50% |
Mayo Pujols | | | $221,625 | | | 45% |
Jonathan Schwartz | | | $178,973 | | | 40% |
Named Executive Officer | | | 2021 Target Cash Incentive Award Opportunity | | | 2021 Target Cash Incentive Award (% of 2021 Salary) | | | 2021 Cash Incentive Award Payment | | | Payout Percentage |
Gaurav D. Shah | | | $354,000 | | | 60% | | | $318,600 | | | 90.00% |
Carlos-Garcia-Parada(1) | | | $164,000 | | | 40% | | | $132,840 | | | 81.00% |
Kinnari Patel | | | $255,000 | | | 50% | | | $196,222 | | | 85.50% |
Jonathan Schwartz | | | $164,000 | | | 40% | | | $136,530 | | | 83.25% |
Martin Wilson(2) | | | $166,000 | | | 40% | | | $12,223 | | | 88.40% |
Named Executive Officer | | | 2023 Target Cash Incentive Award Opportunity | | | 2023 Target Cash Incentive Award (% of 2023 Salary) | | | 2023 Cash Incentive Award Payment | | | Payout Percentage |
Gaurav D. Shah | | | $375,000 | | | 60% | | | $375,000 | | | 100% |
John Militello | | | $95,252 | | | 30% | | | $100,014 | | | 105% |
Kinnari Patel | | | $268,563 | | | 50% | | | $295,419 | | | 110% |
Mayo Pujols | | | $221,625 | | | 45% | | | $221,625 | | | 100% |
Jonathan Schwartz | | | $178,973 | | | 40% | | | $196,871 | | | 110% |
Named Executive Officer | | | Number of Shares Subject to Options (#) | | | Aggregate Grant Date Fair Value | | | Weighted Average Exercise Price |
Gaurav D. Shah | | | 185,000 | | | $6,998,550 | | | $62.32 |
Carlos Garcia-Parada(1) | | | 165,000 | | | $5,139,400 | | | $46.05 |
Kinnari Patel | | | 120,000 | | | $4,539,600 | | | $62.32 |
Jonathan Schwartz | | | 35,000 | | | $1,324,050 | | | $62.32 |
Martin Wilson(2) | | | 100,000 | | | $1,411,000 | | | $23.04 |
Named Executive Officer | | | Number of Shares Subject to Options (#) | | | Weighted Average Exercise Price | | | Number of Shares Subject to RSUs (#) | | | Aggregate Grant Date Fair Value |
Gaurav D. Shah | | | 348,590 | | | $20.04 | | | 116,317 | | | $6,999,987 |
John Militello | | | 49,798 | | | $20.04 | | | 16,616 | | | $999,976 |
Kinnari Patel | | | 199,194 | | | $20.04 | | | 66,467 | | | $3,999,991 |
Mayo Pujols | | | 167,103 | | | $20.04 | | | 78,009 | | | $3,499,974 |
Jonathan Schwartz | | | 124,496 | | | $20.04 | | | 41,541 | | | $2,499,974 |
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($)(1) | | | Option Awards ($)(2) | | | All Other Compensation ($)(3) | | | Total ($) |
Gaurav D. Shah, M.D. Chief Executive Officer | | | 2021 | | | 590,000 | | | 318,600 | | | 6,998,550 | | | 11,600 | | | 7,918,750 |
| 2020 | | | 540,000 | | | 486,000 | | | 5,821,735 | | | 11,400 | | | 6,859,135 | ||
| 2019 | | | 480,000 | | | 349,140 | | | 3,043,306 | | | 11,200 | | | 3,883,646 | ||
Carlos Garcia-Parada Former Chief Financial Officer and Principal Financial Officer(4) | | | 2021 | | | 410,000 | | | 132,840 | | | 5,139,400 | | | 11,600 | | | 5,693,840 |
Kinnari Patel, Pharm.D., MBA President and Chief Operating Officer | | | 2021 | | | 510,000 | | | 196,222 | | | 4,539,600 | | | 11,600 | | | 5,257,422 |
| 2020 | | | 450,000 | | | 364,500 | | | 3,254,721 | | | 11,400 | | | 4,080,621 | ||
| 2019 | | | 415,000 | | | 257,715 | | | 2,092,294 | | | 11,200 | | | 2,776,209 | ||
Jonathan Schwartz, M.D., SVP and Chief Medical Officer | | | 2021 | | | 410,000 | | | 136,530 | | | 1,324,050 | | | 11,265 | | | 1,881,845 |
| 2020 | | | 395,000 | | | 213,300 | | | 1,251,033 | | | 11,400 | | | 1,870,733 | ||
| 2019 | | | 375,000 | | | 155,250 | | | 937,261 | | | 8,165 | | | 1,475,675 | ||
Martin Wilson, J.D. General Counsel and Chief Compliance Officer, SVP(5) | | | 2021 | | | 37,727 | | | 112,223(6) | | | 1,411,000 | | | — | | | 1,560,950 |
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($)(1) | | | Stock Awards ($)(2) | | | Option Awards ($)(3) | | | Non-Equity Incentive Compensation ($)(4) | | | All Other Compensation ($)(5) | | | Total ($) |
Gaurav D. Shah, M.D. Chief Executive Officer | | | 2023 | | | 625,000 | | | — | | | 2,330,993 | | | 4,668,994 | | | 375,000 | | | 13,566 | | | 8,013,553 |
| 2022 | | | 598,333 | | | — | | | 1,814,989 | | | 3,684,991 | | | 434,390 | | | 20,500 | | | 6,553,203 | ||
| 2021 | | | 590,000 | | | — | | | — | | | 6,998,550 | | | 318,600 | | | 11,600 | | | 7,918,750 | ||
John Militello, CPA Principal Accounting Officer and Interim Principal Financial Officer, Vice President(6) | | | 2023 | | | 409,014 | | | 5,000 | | | 332,985 | | | 666,991 | | | 100,014 | | | 13,566 | | | 1,527,570 |
| 2022 | | | 376,788 | | | — | | | 664,976 | | | 584,988 | | | 104,133 | | | 20,500 | | | 1,751,386 | ||
Kinnari Patel, Pharm.D., MBA President and Chief Operating Officer | | | 2023 | | | 537,125 | | | — | | | 1,331,999 | | | 2,667,993 | | | 295,419 | | | 13,566 | | | 4,846,102 |
| 2022 | | | 522,750 | | | — | | | 1,824,468 | | | 1,842,489 | | | 314,978 | | | 12,200 | | | 4,516,885 | ||
| 2021 | | | 510,000 | | | — | | | — | | | 4,539,600 | | | 196,222 | | | 11,600 | | | 5,257,422 | ||
Mayo Pujols Chief Technical Officer, Executive Vice President(7) | | | 2023 | | | 492,500 | | | 150,000 | | | 1,415,987 | | | 2,083,987 | | | 221,625 | | | 13,566 | | | 4,377,665 |
| 2022 | | | 229,090 | | | 150,000 | | | 1,249,997 | | | 1,249,994 | | | 119,070 | | | 151,551 | | | 3,149,702 | ||
Jonathan Schwartz, M.D. Chief Medical and Gene Therapy Officer | | | 2023 | | | 447,433 | | | — | | | 832,482 | | | 1,667,492 | | | 196,871 | | | 13,566 | | | 3,157,844 |
| 2022 | | | 434,600 | | | — | | | 894,988 | | | 1,004,996 | | | 189,420 | | | 8,453 | | | 2,532,457 | ||
| 2021 | | | 410,000 | | | — | | | — | | | 1,324,050 | | | 136,530 | | | 11,265 | | | 1,881,845 |
(1) | Represents |
(2) | Reflects the aggregate grant date fair value of RSU awards granted to our named executive officers in the year indicated, calculated in accordance with FASB ASC Topic 718. For information regarding assumptions underlying the valuation of equity awards, see Note 9 to our consolidated financial statements for the year ended December 31, 2023. The amounts reported in this column reflect the accounting cost for these RSU awards and do not correspond to the actual economic value that may be received by the named executive officers upon the vesting of the RSUs or any sale of the corresponding shares of common stock. |
(3) | Reflects the aggregate grant date fair value of option awards granted to our named executive officers in the years indicated, calculated in accordance with FASB ASC Topic |
(4) |
(5) | Except as otherwise noted, represents Company matching contributions to the accounts of our named executive officers in the Company’s 401(k) |
(6) | Mr. |
(7) | Mr. |
| | Grant Date | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | Exercise or Base Price of Option Awards ($/share) | | | Grant Date Fair Value of Stock and Option Awards ($)(1) | |
Gaurav Shah, M.D. | | | 02/04/2021 | | | 185,000 | | | 62.32 | | | 6,998,550 |
Carlos Garcia-Parada, MBA | | | 01/04/2021 | | | 125,000 | | | 56.49 | | | 4,265,000 |
| 09/13/2021 | | | 40,000 | | | 35.60 | | | 874,400 | ||
Kinnari Patel, Pharm.D., MBA | | | 02/04/2021 | | | 120,000 | | | 62.32 | | | 4,539,600 |
| | Grant Date | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | Exercise or Base Price of Option Awards ($/share) | | | Grant Date Fair Value of Stock and Option Awards ($)(1) | |
Jonathan Schwartz, M.D. | | | 02/04/2021 | | | 35,000 | | | 62.32 | | | 1,324,050 |
Martin Wilson, J.D. | | | 12/06/2021 | | | 100,000 | | | 23.04 | | | 1,411,000 |
| | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | Exercise or Base Price of Option Awards ($/share) | | | Grant Date Fair Value of Stock and Option Awards ($)(1) | ||||
| | Grant Date | | | Target ($)(2) | | ||||||||||||
Gaurav Shah, M.D. | | | 02/14/2023 | | | 375,000 | | | 116,317 | | | 348,590 | | | 20.04 | | | 6,999,987 |
John Militello, CPA | | | 02/14/2023 | | | 95,252 | | | 16,616 | | | 49,798 | | | 20.04 | | | 999,976 |
Kinnari Patel, Pharm.D., MBA | | | 02/14/2023 | | | 268,563 | | | 66,467 | | | 199,194 | | | 20.04 | | | 3,999,991 |
Mayo Pujols | | | 02/14/2023 | | | 221,625 | | | 78,009 | | | 167,103 | | | 20.04 | | | 3,499,974 |
Jonathan Schwartz | | | 02/14/2023 | | | 178,973 | | | 41,541 | | | 124,496 | | | 20.04 | | | 2,499,974 |
(1) | Reflects the aggregate grant date fair value of option awards and RSUs granted to our named executive officers in |
(2) |
Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | | | Option Exercise Price ($) | | | Option Expiration Date |
Gaurav D. Shah, M.D. | | | 76,490 | | | — | | | 1.69 | | | 4/12/27 |
| | 395,000 | | | — | | | 18.75 | | | 3/29/28 | |
| | 315,700 | | | — | | | 14.56 | | | 1/28/29 | |
| | 223,596 | | | 159,710 | | | 22.72 | | | 2/6/30 | |
| | — | | | 185,000 | | | 62.32 | | | 2/4/31 | |
Carlos Garcia-Parada, MBA(2) | | | — | | | 125,000 | | | 56.49 | | | 1/4/31 |
| | — | | | 40,000 | | | 35.60 | | | 9/13/31 | |
Kinnari Patel, Pharm.D., M.B.A. | | | 175,000 | | | — | | | 18.75 | | | 3/29/28 |
| | 165,000 | | | 15,000 | | | 14.56 | | | 1/28/29 | |
| | 37,502 | | | 12,498 | | | 10.85 | | | 9/2/29 | |
| | 87,500 | | | 62,500 | | | 22.72 | | | 2/6/30 | |
| | 8,750 | | | 6,250 | | | 23.89 | | | 2/10/30 | |
| | 20,862 | | | 29,138 | | | 23.05 | | | 9/8/30 | |
| | — | | | 120,000 | | | 62.32 | | | 2/4/31 | |
Jonathan Schwartz, M.D. | | | 38,310 | | | — | | | 1.21 | | | 2/8/26 |
| | 60,000 | | | — | | | 18.75 | | | 3/29/28 | |
| | 68,750 | | | 6,250 | | | 14.56 | | | 1/28/29 | |
| | 22,500 | | | 7,500 | | | 10.85 | | | 9/2/29 | |
| | 43,750 | | | 31,250 | | | 22.72 | | | 2/6/30 | |
| | 4,115 | | | 2,885 | | | 23.89 | | | 2/10/30 | |
| | — | | | 35,000 | | | 62.32 | | | 2/4/31 | |
Martin Wilson, J.D. | | | — | | | 100,000 | | | 23.04 | | | 12/6/31 |
Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) |
Gaurav D. Shah, M.D. | | | 76,490 | | | — | | | 1.69 | | | 4/12/27 | | | — | | | — |
| | 395,000 | | | — | | | 18.75 | | | 3/29/28 | | | — | | | — | |
| | 315,700 | | | — | | | 14.56 | | | 1/28/29 | | | — | | | — | |
| | 383,306 | | | — | | | 22.72 | | | 2/6/30 | | | — | | | — | |
| | 107,993 | | | 77,077 | | | 62.32 | | | 2/4/31 | | | — | | | — | |
| | 172,652 | | | 124,385 | | | 19.05 | | | 2/14/32 | | | — | | | — | |
| | 116,429 | | | 232,161 | | | 20.04 | | | 2/14/33 | | | — | | | — | |
| | — | | | — | | | — | | | — | | | 156,215(3) | | | 4,681,764 | |
John Militello, CPA | | | 10,000 | | | — | | | 12.55 | | | 1/8/28 | | | — | | | — |
| | 10,000 | | | — | | | 18.75 | | | 3/29/28 | | | — | | | — | |
| | 10,000 | | | — | | | 20.61 | | | 6/25/28 | | | — | | | — | |
| | 20,000 | | | — | | | 14.56 | | | 1/28/29 | | | — | | | — | |
| | 10,000 | | | — | | | 10.85 | | | 9/2/29 | | | — | | | — | |
| | 20,000 | | | — | | | 22.72 | | | 2/6/30 | | | — | | | — | |
| | 2,000 | | | — | | | 23.89 | | | 2/10/30 | | | | | |||
| | 18,000 | | | — | | | 24.82 | | | 8/3/30 | | | | | |||
| | 16,501 | | | 1,499 | | | 62.32 | | | 2/4/31 | | | | | |||
| | 15,693 | | | 11,310 | | | 19.05 | | | 2/14/32 | | | — | | | — | |
| | 14,468 | | | 14,442 | | | 13.12 | | | 4/18/32 | | | — | | | — | |
| | — | | | 49,798 | | | 20.04 | | | 2/14/33 | | | | | |||
| | — | | | — | | | — | | | — | | | 44,072(4) | | | 1,320,838 |
Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) |
Kinnari Patel, Pharm.D., M.B.A. | | | 175,000 | | | — | | | 18.75 | | | 3/29/28 | | | — | | | — |
| | 180,000 | | | — | | | 14.56 | | | 1/28/29 | | | — | | | — | |
| | 50,000 | | | — | | | 10.85 | | | 9/2/29 | | | — | | | — | |
| | 150,000 | | | — | | | 22.72 | | | 2/6/30 | | | — | | | — | |
| | 15,000 | | | — | | | 23.89 | | | 2/10/30 | | | — | | | — | |
| | 50,000 | | | — | | | 23.05 | | | 9/8/30 | | | — | | | — | |
| | 110,010 | | | 9,990 | | | 62.32 | | | 2/4/31 | | | — | | | — | |
| | 86,324 | | | 62,194 | | | 19.05 | | | 2/14/32 | | | — | | | — | |
| | — | | | 199,194 | | | 20.04 | | | 2/14/33 | | | — | | | — | |
| | — | | | — | | | — | | | — | | | 138,906(5) | | | 4,163,013 | |
Jonathan Schwartz, M.D. | | | 38,310 | | | — | | | 1.21 | | | 2/8/26 | | | — | | | — |
| | 60,000 | | | — | | | 18.75 | | | 3/29/28 | | | — | | | — | |
| | 75,000 | | | — | | | 14.56 | | | 1/28/29 | | | — | | | — | |
| | 30,000 | | | — | | | 10.85 | | | 9/2/29 | | | — | | | — | |
| | 75,000 | | | — | | | 22.72 | | | 2/6/30 | | | — | | | — | |
| | 7,000 | | | — | | | 23.89 | | | 2/10/30 | | | — | | | — | |
| | 32,086 | | | 2,914 | | | 62.32 | | | 2/4/31 | | | — | | | — | |
| | 47,265 | | | 33,745 | | | 19.05 | | | 2/14/32 | | | — | | | — | |
| | — | | | 124,496 | | | 20.04 | | | 2/14/33 | | | — | | | — | |
| | — | | | — | | | — | | | — | | | 75,319(5) | | | 2,257,310 | |
Mayo Pujols | | | 59,372 | | | 82,922 | | | 13.74 | | | 08/01/32 | | | — | | | — |
| | — | | | 99,597 | | | 20.04 | | | 02/13/33 | | | — | | | — | |
| | — | | | 67,506 | | | 16.75 | | | 08/07/33 | | | — | | | — | |
| | — | | | — | | | — | | | — | | | 131,026(6) | | | 3,926,849 |
(1) | These stock options have a grant date that is ten years prior to the expiration date. Such awards vest 33% on the first anniversary of the date of grant with the remaining portion subject to equal quarterly vesting over the following two years. |
(2) |
(3) | Reflects RSUs granted on February 14, 2022 and |
(4) | Reflects RSUs granted on February 14, 2022, April 18, 2022 and February 14, 2023, one-third of which vest on the first anniversary of the grant date and two-thirds of which vest in equal quarterly installments over the following two years and RSUs granted on August 12, 2022 which vest in full on August 12, 2025. |
(5) | Reflects RSUs granted on February 14, 2022 and February 14, 2023, one-third of which vest on the first anniversary of the grant date and two-thirds of which vest in equal quarterly installments over the following two years and RSUs granted on August 12, 2022 which vest in full on August 12, 2025. |
(6) | Reflects RSUs granted on August 1, 2022 and February 14, 2023, one-third of which vest on the first anniversary of the grant date and two-thirds of which vest in equal quarterly installments over the following two years and RSUs granted on August 12, 2022 which vest in full on August 12, 2025. |
| | 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 ($) |
Gaurav Shah, M.D. | | | 75,880 | | | 3,306,241 | | | — | | | — |
Carlos Garcia-Parada | | | — | | | — | | | — | | | — |
Kinnari Patel, Pharm.D., MBA | | | 93,962 | | | 4,333,060 | | | — | | | — |
Jonathan Schwartz, M.D. | | | 224,529 | | | 12,521,793 | | | — | | | — |
Martin Wilson, J.D. | | | — | | | — | | | — | | | — |
Name | | | Number of Shares Acquired Upon Exercise (#) | | | Value Realized on Exercise ($)(1) | | | Number of Shares Acquired Upon Vesting (#) | | | Value Realized on Vesting ($)(2) |
Gaurav D. Shah, M.D. | | | — | | | — | | | 55,377 | | | 1,098,983 |
John Militello, CPA | | | — | | | — | | | 14,569 | | | 277,800 |
Kinnari Patel, Pharm.D., M.B.A. | | | — | | | — | | | 27,687 | | | 549,462 |
Jonathan Schwartz, M.D. | | | 38,310 | | | 627,822 | | | 15,102 | | | 299,706 |
Mayo Pujols | | | — | | | — | | | 686,867 | | | 37,958 |
(1) | The value realized on |
(2) | The value realized on vesting is calculated by multiplying the number of shares of stock by the market value of the underlying shares on each vesting date. |
Executive Benefits and Payment upon Termination | | | Termination by Company without Cause or Resignation For Good Reason Not in Connection with a Change in Control ($) | | | Termination due to Death or Disability ($) | | | Termination by Company without Cause or Voluntary Resignation for Good Reason within 12 Months Following a Change in Control ($) |
Compensation: | | | | | | | |||
Cash Severance | | | 590,000 | | | 318,600 | | | 908,600 |
Acceleration of Equity Awards(1) | | | — | | | 191,259 | | | 191,259 |
Health care continuation | | | 29,580 | | | — | | | 29,580 |
Total | | | 619,580 | | | 509,859 | | | 1,129,439 |
Executive Benefits and Payment upon Termination | | | Termination by Company without Cause or Resignation For Good Reason Not in Connection with a Change in Control ($) | | | Termination due to Death or Disability ($) | | | Termination by Company without Cause or Voluntary Resignation for Good Reason within 12 Months Following a Change in Control ($) |
Compensation: | | | | | | | |||
Cash Severance | | | 1,005,000 | | | 375,000 | | | 1,320,000 |
Acceleration of Equity Awards(1) | | | — | | | 8,345,405 | | | 8,345,405 |
Health care continuation | | | 29,961 | | | — | | | 44,942 |
Total | | | 1,034,961 | | | 8,720,405 | | | 9,710,347 |
(1) | The value of accelerated vesting of stock options is based on the difference between (x) |
The value of accelerated |
Executive Benefits and Payment upon Termination | | | Termination by Company without Cause or Resignation For Good Reason Not in Connection with a Change in Control ($) | | | 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 | | | 382,500 | | | 196,222 | | | 578,722 |
Acceleration of Equity Awards(1) | | | — | | | 246,278 | | | 246,278 |
Health care continuation | | | 35,217 | | | — | | | 35,217 |
Total | | | 417,717 | | | 442,500 | | | 860,217 |
Executive Benefits and Payment upon Termination | | | Termination by Company without Cause or Resignation For Good Reason Not in Connection with a Change in Control ($) | | | Termination due to Death or Disability ($) | | | Termination by Company without Cause or Voluntary Resignation for Good Reason within 24 Months Following a Change in Control ($) |
Compensation: | | | | | | | |||
Cash Severance | | | 673,563 | | | 268,563 | | | 808,563 |
Acceleration of Equity Awards(1) | | | — | | | 6,820,168 | | | 6,820,168 |
Health care continuation | | | 17,894 | | | — | | | 23,858 |
Total | | | 691,457 | | | 7,088,731 | | | 7,652,589 |
(1) | The value of accelerated vesting of stock options is based on the difference between (x) |
Executive Benefits and Payment upon Termination | | | Termination by the Company without Cause or Resignation For Good Reason Not in Connection with a Change in Control ($) | | | 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 | | | 307,500 | | | 136,530 | | | 444,030 |
Acceleration of Equity Awards(1) | | | — | | | 127,788 | | | 127,788 |
Health care continuation | | | 35,217 | | | — | | | 35,217 |
Total | | | 342,717 | | | 264,318 | | | 607,035 |
Executive Benefits and Payment upon Termination | | | Termination by Company without Cause or Resignation For Good Reason Not in Connection with a Change in Control ($) | | | Termination due to Death or Disability ($) | | | Termination by Company without Cause or Voluntary Resignation for Good Reason within 24 Months Following a Change in Control ($) |
Compensation: | | | | | | | |||
Cash Severance | | | 516,473 | | | 178,973 | | | 516,473 |
Acceleration of Equity Awards(1) | | | — | | | | | 3,713,878 | |
Health care continuation | | | 25,361 | | | — | | | 25,361 |
Total | | | 541,834 | | | 178,973 | | | 4,255,711 |
(1) | The value of accelerated vesting of stock options is based on the difference between (x) |
Executive Benefits and Payment upon Termination | | | Termination by Company without Cause or Resignation For Good Reason Not in Connection with a Change in Control ($) | | | Termination due to Death or Disability ($) | | | Termination by Company without Cause or Voluntary Resignation for Good Reason within 12 Months Following a Change in Control ($) |
Compensation: | | | | | | | |||
Cash Severance | | | 164,500 | | | — | | | 415,252 |
Acceleration of Equity Awards(1) | | | — | | | — | | | 2,182,185 |
Health care continuation | | | 21,176 | | | — | | | 21,176 |
Total | | | 185,676 | | | — | | | 2,618,613 |
(1) | The value of accelerated vesting of stock options is based on the difference between (x) $29.97, the closing market price of our common stock on December 31, |
Executive Benefits and Payment upon Termination | | | Termination by Company without Cause or Resignation For Good Reason Not in Connection with a Change in Control ($) | | | Termination due to Death or Disability ($) | | | Termination by Company without Cause or Voluntary Resignation for Good Reason within 12 Months Following a Change in Control ($) |
Compensation: | | | | | | | |||
Cash Severance | | | 369,375 | | | — | | | 716,625 |
Acceleration of Equity Awards(1) | | | — | | | — | | | 6,961,840 |
Health care continuation | | | 17,799 | | | — | | | 17,799 |
Total | | | 387,174 | | | — | | | 7,696,264 |
(1) | The value of accelerated vesting of stock options is based on the difference between (x) |
Year | | | Summary Compensation Table Total for PEO(1) | | | Compensation Actually Paid to PEO(2) | | | Average Summary Compensation Table Total for Non-PEO NEOS(3) | | | Average Compensation Actually Paid to Non-PEO NEOS(4) | | | Value of Initial Fixed $100 Investment Based On: | | | Net income (in thousands)(7) | |||
| Total Shareholder Return(5) | | | Peer Group Total Shareholder Return(6) | | ||||||||||||||||
2023 | | | $8,013,553 | | | $12,366,504 | | | $3,477,295 | | | $5,584,040 | | | $131.68 | | | $115.42 | | | ($245,595) |
2022 | | | $6,553,203 | | | $5,185,698 | | | $2,714,046 | | | $2,414,745 | | | $85.98 | | | $111.27 | | | ($221,863) |
2021 | | | $7,918,750 | | | ($4,329,821) | | | $3,598,514 | | | ($380,245) | | | $95.91 | | | $124.89 | | | ($169,069) |
2020 | | | $6,859,135 | | | $21,732,137 | | | $1,897,164 | | | $4,591,740 | | | $240.95 | | | $125.69 | | | ($139,700) |
(1) | This column represents the amount of total compensation reported for Mr. Shah (our CEO) for each corresponding fiscal year in the “Total” column of the Summary Compensation Table (“total compensation”). Please refer to the Summary Compensation Table in this Proxy Statement. |
(2) | This column represents the amount of “compensation actually paid” to Mr. Shah, as computed in accordance with Item 402(v) of Regulation S-K. The “compensation actually paid” for 2022 has been updated from the amounts reported in the Company’s 2023 Proxy Statement to reflect vesting treatment of restricted stock unit agreements. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Shah during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Shah’s total compensation for each fiscal year to determine the “compensation actually paid”: |
Year | | | Reported Summary Compensation Table Total for PEO(a) | | | Reported Summary Compensation Table Value of PEO Equity Awards(b) | | | Adjusted Value of Equity Awards(c) | | | Compensation Actually Paid to PEO |
2023 | | | $8,013,553 | | | $6,999,987 | | | $11,352,938 | | | $12,366,504 |
2022 | | | $6,553,203 | | | $5,499,980 | | | $4,132,475 | | | $5,185,698 |
(a) | This column represents the amount of total compensation reported for Mr. Shah for 2022 and 2023 in the “Total” column of the Summary Compensation Table. Please refer to the Executive Compensation Tables section of this Proxy Statement. |
(b) | This column represents the aggregate grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each year. Please refer to the Executive Compensation Tables section of the Company’s Proxy Statement. The amount in this column is replaced with the amount reported in the Adjusted Value of Equity Awards column in order to arrive at compensation actually paid. |
(c) | This column represents an adjustment to the amounts in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each year. For each year presented, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for Mr. Shah to arrive at “compensation actually paid” to Mr. Shah for the year presented. The adjusted amount is determined by adding (or subtracting, as applicable) the following for each year: (i) the year-end fair value of any equity awards granted in each year that are outstanding and unvested as of the end of such year; (ii) the amount of change as of the end of each year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of such year; (iii) for awards that are granted and vest in each year presented, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the years presented, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the years presented, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in each year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for each year. The amounts added or subtracted to determine the adjusted amount are as follows: |
Year | | | Year End Fair Value of Equity Awards Granted in the Year | | | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | | | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | | Total Equity Award Adjustments |
2023 | | | $10,224,335 | | | $1,182,622 | | | $— | | | ($54,019) | | | $— | | | $— | | | $11,352,938 |
2022 | | | $5,493,244 | | | ($193,446) | | | $— | | | ($1,167,323) | | | $— | | | $— | | | $4,132,475 |
(3) | This column represents the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Shah) in the “Total” column of the Summary Compensation Table in each applicable fiscal year. Please refer to the Summary Compensation Table in the Company’s Proxy Statement for the applicable fiscal year. The names of each of the NEOs (excluding Mr. Shah) included for purposes of calculating the average amounts in each applicable fiscal year are as follows: (i) for 2023, Kinnari Patel, John Militello, Raj Prabhakar, Mayo Pujols; (ii) for 2022, Kinnari Patel, John Militello, Carlos Garcia-Parada, Raj Prabhakar, Mayo Pujols; and (iii) for 2021, Kinnari Patel, Carlos Garcia-Parada, Jonathan Schwartz and Martin Wilson, (iv) for 2020, Kinnari Patel, Jonathan Schwartz, Kamran Alam and John Militello. |
(4) | This column represents the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Shah), as computed in accordance with Item 402(v) of Regulation S-K. The “compensation actually paid” for 2022 has been updated from the amounts reported in the Company’s 2023 Proxy Statement to reflect vesting treatment of restricted stock unit agreements. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Shah) during 2023. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Shah) for 2023 to determine the “compensation actually paid”, using the same adjustment methodology described above in Note 2(c): |
Year | | | Average Reported Summary Compensation Table Total for Non-PEO NEOs(a) | | | Average Reported Summary Compensation Table Value of Non-PEO NEO Equity Awards(b) | | | Average Non-PEO NEO Adjusted Value of Equity Awards(c) | | | Average Compensation Actually Paid to Non-PEO NEOs |
2023 | | | $3,477,295 | | | $2,749,979 | | | $4,856,724 | | | $5,584,040 |
2022 | | | $2,714,046 | | | $2,123,381 | | | $1,824,080 | | | $2,414,745 |
(a) | This column represents the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Shah) in the “Total” column of the Summary Compensation Table in each year. |
(b) | This column represents the average of the total amounts reported for the NEOs as a group (excluding Mr. Shah) in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table in each year. The amount in this column is replaced with the amount reported in the Average Non-PEO NEO Adjusted Value of Equity Awards column in order to arrive at compensation actually paid. |
(c) | This column represents an adjustment to the average of the amounts reported for the NEOs as a group (excluding Mr. Shah) in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each year determined using the same methodology described above in Note 2(c). For each year, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each NEO (excluding Mr. Shah) to arrive at “compensation actually paid” to each NEO (excluding Mr. Shah) for each year, which is then averaged to determine the average “compensation actually paid” to the NEOs (excluding Mr. Shah) for that year. The amounts added or subtracted to determine the adjusted average amount are as follows: |
Year | | | Year End Fair Value of Equity Awards Granted in the Year | | | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | | | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | | Total Equity Award Adjustments |
2023 | | | $4,140,112 | | | $792,922 | | | $— | | | ($76,309) | | | $— | | | $— | | | $4,856,724 |
2022 | | | $2,258,641 | | | ($48,605) | | | $— | | | ($248,187) | | | ($137,769) | | | $— | | | $1,824,080 |
(5) | Total Shareholder Return (“TSR”) represents the cumulative return on a fixed investment of $100 in the Company’s common stock, for the period beginning on the last trading day of fiscal year 2019 through the end of the applicable fiscal year, assuming reinvestment of dividends. |
(6) | This column represents cumulative peer group TSR computed in accordance with Note 5. The peer group used for this purpose is Nasdaq Biotechnology Index. |
(7) | This column represents the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year. |
| | Annual Retainer | |
Board of Directors: | | | |
All non-employee members, except chairman | | | |
Audit Committee: | | | |
Members | | | |
Chairman | | | |
Compensation Committee: | | | |
Members | | | |
Chairman | | | |
Nominating and Corporate Governance Committee: | | | |
Members | | | |
Chairman | | |
Director Name | | | Fees Earned or Paid in Cash ($) | | | Option Awards ($)(1) | | | All Other Compensation ($) | | | Total $ |
Elisabeth Björk, M.D., Ph.D. | | | 68,686(2) | | | 341,629 | | | — | | | 410,315 |
Carsten Boess | | | 61,250 | | | 341,629 | | | — | | | 402,879 |
Pedro Granadillo | | | 94,672(3) | | | 341,629 | | | — | | | 436,301 |
Gotham Makker, M.D.(4) | | | — | | | 384,319 | | | 424,600 | | | 808,919 |
David Southwell | | | 37,500 | | | 341,629 | | | — | | | 379,129 |
Naveen Yalamanchi, M.D. | | | 52,750 | | | 341,629 | | | 110,000(5) | | | 504,379 |
Roderick Wong, M.D.(6) | | | — | | | 427,036 | | | — | | | 427,036 |
Director Name | | | Fees Earned or Paid in Cash ($) | | | Option Awards ($)(1) | | | All Other Compensation ($) | | | Total $ |
Elisabeth Björk, M.D., Ph.D. | | | — | | | 409,987 | | | — | | | 409,987 |
Carsten Boess | | | 67,500 | | | 359,992 | | | — | | | 427,492 |
Pedro Granadillo | | | — | | | 429,984 | | | — | | | 429,984 |
Gotham Makker, M.D. | | | — | | | 399,988 | | | — | | | 399,988 |
Fady Malik, M.D., Ph.D. | | | 40,000 | | | 359,992 | | | — | | | 399,992 |
David Southwell | | | 40,000 | | | 359,992 | | | — | | | 399,992 |
Naveen Yalamanchi, M.D. | | | 57,500 | | | 359,992 | | | — | | | 417,492 |
Keith Woods(2) | | | 2,717 | | | 565,987 | | | — | | | 568,704 |
Roderick Wong, M.D.(3) | | | — | | | 409,987 | | | — | | | 409,987 |
(1) | Amounts represent the aggregate grant-date fair value of option awards granted to our directors in |
(2) |
fiscal 2023. Mr. |
(3) | As Chairman of the Board, Dr. Wong is not entitled to receive any cash fees for his service. |
Position | | | Target Value |
Non-Employee Director | | | 1x Annual Retainer |
Chief Executive Officer | | | 3x Annual Base Salary |
Chief Financial Officer | | | 1x Annual Base Salary |
Other Executive Officer | | | 1x Annual Base Salary |
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 | | | 16,272,635 | | | 25.2% |
Wellington Management Group, LLP(2) 280 Congress Street Boston, MA, 02210 | | | 3,490,879 | | | 5.4% |
Blackrock, Inc.(3) 55 East 52nd Street New York, NY 10055 | | | 3,339,469 | | | 5.2% |
The Vanguard Group (4) 100 Vanguard Blvd Malvern, PA 19355 | | | 3,301,138 | | | 5.1% |
Named executive officers and directors | | | | | ||
David P. Southwell(5) | | | 388,270 | | | * |
Carsten Boess(6) | | | 122,486 | | | * |
Pedro Granadillo(7) | | | 104,615 | | | * |
Gotham Makker, M.D.(8) | | | 1,456,096 | | | 2.3% |
Kinnari Patel, Pharm.D., MBA(9) | | | 817,482 | | | 1.3% |
Gaurav Shah, M.D.(10) | | | 2,056,818 | | | 3.2% |
Roderick Wong, M.D.(1) | | | 16,402,430 | | | 25.4% |
Naveen Yalamanchi, M.D.(11) | | | 215,877 | | | * |
Elisabeth Björk, M.D., Ph.D.(12) | | | 73,935 | | | * |
Jonathan Schwartz(13) | | | 351,287 | | | * |
Name and address of beneficial owner | | | Number of Shares Beneficially Owned | | | Percent of Class |
| | | | |||
RTW Investments, LP 40 10th Avenue, Floor 7 New York, NY 10014 | | | 18,188,457 | | | % |
Wellington Management Group LLP(2) 280 Congress Street Boston, MA 02210 | | | 9,156,099 | | | % |
Blackrock, Inc.(3) 55 East 52nd Street New York, NY 10055 | | | 5,930,178 | | | % |
The Vanguard Group(4) 100 Vanguard Blvd Malvern, PA 19355 | | | 5,447,565 | | | % |
Named executive officers and directors | | | | | ||
Gaurav Shah, M.D.(5) | | | | | % | |
John Militello, CPA(6) | | | 193,508 | | | *% |
Kinnari Patel, Pharm.D., M.B.A.(7) | | | 1,514,305 | | | % |
Mayo Pujols(8) | | | 144,757 | | | % |
Jonathan Schwartz, M.D(9) | | | 548,323 | | | % |
Roderick Wong, M.D.(1) | | | 18,371,873 | | | % |
Elisabeth Björk, M.D., Ph.D.(10) | | | 129,025 | | | % |
Carsten Boess(11) | | | 170,231 | | | % |
Pedro Granadillo(12) | | | 162,643 | | | % |
Gotham Makker, M.D.(13) | | | 1,018,144 | | | % |
Fady Malik, M.D., Ph.D.(14) | | | | | *% | |
| | | | *% | ||
R. Keith Woods | | | — | | | — |
Naveen Yalamanchi, M.D.(16) | | | 263,622 | | | *% |
All directors and executive officers as a group | | | 25,580,723 | | | % |
* | Represents beneficial ownership of less than one percent. |
(1) | Based on Amendment No. 10 to Schedule 13D, jointly filed by RTW Investments, LP (“RTW”) and Roderick Wong with the SEC on |
(2) | Based on Schedule 13G, filed by Wellington Management Group LLP with the SEC on February |
(3) | Based on Amendment No. 2 to Schedule 13G, filed by Blackrock, Inc. with the SEC on |
(4) | Based on Amendment No. 1 to Schedule 13G, filed by The Vanguard Group with the SEC on February |
(5) | Consists of (i) |
(6) | Consists of |
(7) | Consists of (i) |
(8) | Consists of (i) |
(9) | Consists of (i) |
(10) | Consists of 129,025 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 16, 2024. |
(11) | Consists of 170,231 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 16, 2024. |
(12) | Consists of (i) 86,009 shares of common stock issuable upon the exercise of options held by Ann Granadillo Lowe 2020 Revocable Trust dated 12/28/2020 (“Ann Granadillo Lowe Trust”) exercisable within 60 days after April 16, 2024, (ii) 48,245 shares of common stock issuable upon the exercise of options held by Paul Andrew Granadillo 2020 Revocable Trust dated 12/28/2020 (“Paul Andrew Granadillo Trust” (iii) 16,009 shares of common stock issuable upon the exercise of options by the Pedro P. Granadillo Irrevocable Trust of 2020, dated December 28, 2020, and together with the Ann Granadillo Lowe Trust, the “Trusts”) exercisable within 60 days after April 16, 2024, and (iii) 162,643 shares of common stock issuable upon the exercise of options held by Mr. Granadillo exercisable within 60 days after April 16, 2024. [Mr. Granadillo is the trustee of the Trusts.]2 |
(13) | Consists of (i) 621,500 shares of common stock held by Simran Investment Group and (ii) 198,322 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 16, 2024. Dr. Makker serves as the Chief Executive Officer and Chief Investment Officer of Simran Investment Group and exercises voting and dispositive control over the securities held by Simran Investment Group and is therefore deemed be the beneficial owner of securities owned or controlled by Simran Investment Group. Notwithstanding the foregoing, Dr. Makker disclaims personal beneficial ownership of the reported securities held by Simran Investment Group, except to the extent of his pecuniary interest therein. Dr. Makker has a pecuniary interest in RTW, but the beneficial ownership of Dr. Makker in the table above does not reflect such ownership. Dr. Makker has no voting or dispositive power over the shares held by RTW. |
(14) | Consists of 78,519 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 16, 2024. |
(15) | Consists of (i) 95,160 shares of common stock and (ii) 340,855 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 16, 2024. |
2 | NTD: To be confirmed upon review of D&O Questionnaire. |
(16) | Consists of (i) 82,391 shares owned by the Naveen Yalamanchi Revocable Living Trust, February 9, 2016, of which Dr. Yalamanchi is the trustee and (ii) |
(17) | Includes only current directors and executive officers serving in such capacity on the date of the table. Consists of the shares and stock options held by Dr. Björk, Mr. Southwell, Mr. Boess, Mr. Granadillo, Dr. Malik, Dr. Makker, Mr. Woods, Dr. Shah, Dr. Wong, and Dr. Yalamanchi and shares and stock options held by current executive officers of the Company. |
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) | | | 11,143,761(2) | | | $14.51 | | | 2,558,896(3) |
Equity compensation plans not approved by security holders | | | — | | | — | | | — |
Total | | | 11,143,761 | | | $14.51 | | | 2,558,896 |
Plan Category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | Weighted- average exercise price of outstanding options, warrants and rights(1) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
| | (a) | | | (b) | | | (c) | |
Equity compensation plans approved by security holders(2) | | | 16,354,353(3) | | | $15.07 | | | 1,561,404(4) |
Equity compensation plans not approved by security holders | | | — | | | — | | | — |
Total | | | 16,354,353 | | | $15.07 | | | 1,561,404 |
(1) | Does not include shares issuable upon vesting of outstanding RSUs, which have no exercise price and are included in column (a). |
(2) | Consists of the 2014 Plan and the 2014 Amended and Restated Employee Stock Purchase Plan (the “2014 ESPP”). The 2014 Plan provides that an additional number of shares will automatically be added to the shares authorized for issuance under the 2014 Plan on January 1 of each year. The number of shares added each year will be equal to 4% of the outstanding shares on the immediately preceding December 31. The 2014 ESPP provides on January 1, 2016 and each January 1 thereafter, the number of shares of common stock approved, reserved and available for issuance under the 2014 ESPP |
(3) | Consists of shares underlying outstanding options and restricted stock units under the 2014 Plan. |
(4) | Consists of shares available under the 2014 Plan and the 2014 ESPP. No shares were added to the 2014 Plan on January 1, 2022. |
| | Rocket Pharmaceuticals, Inc. | ||||
| | | | |||
| | By: | | | ||
| | Gaurav Shah President and Chief Executive Officer |