☐ | 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 in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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, 2024 |
| | ||
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. | Consider and act upon a non-binding, advisory vote on the compensation of our named executive officers; |
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 |
Consider any other business properly brought before the Annual Meeting or any adjournment or postponement thereof. |
By Order of the Board of Directors | | | |
| | ||
/s/ Gaurav Shah | | | |
Gaurav Shah, M.D. | | | |
Chief Executive Officer and Director | | | |
Cranbury, New Jersey | | | |
April 29, 2024 | | |
To submit your voting instructions on the Internet, go to www.proxyvote.com to complete an electronic proxy card. Please have the enclosed proxy card available. Your proxy must be received by 11:59 P.M., Eastern Time, on June 12, 2023, to be counted. |
• | 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. | | 46 | | Chairman of the Board | | 2018 | | 47 | | Chairman of the Board | | 2018 | ||||||
Elisabeth Björk, M.D., Ph.D. | | 61 | | Director | | 2020 | | 62 | | Director | | 2020 | ||||||
Carsten Boess | | 56 | | Director | | 2016 | | 57 | | Director | | 2016 | ||||||
Pedro Granadillo | | 76 | | Director | | 2018 | | 77 | | Director | | 2018 | ||||||
Gotham Makker, M.D. | | 49 | | Director | | 2018 | | 52 | | Director | | 2018 | ||||||
Fady Malik, M.D., Ph.D. | | 58 | | Director | | 2022 | | 60 | | Director | | 2022 | ||||||
Gaurav Shah, M.D. | | 48 | | Chief Executive Officer and Director | | 2018 | | 49 | | Chief Executive Officer and Director | | 2018 | ||||||
David P. Southwell | | 62 | | Director | | 2014 | | 63 | | Director | | 2014 | ||||||
R. Keith Woods | | 56 | | Director | | 2023 | ||||||||||||
Naveen Yalamanchi, M.D. | | 46 | | Director | | 2018 | | 47 | | Director | | 2018 |
| Board Diversity Matrix (As of April 24, 2023) | ��� | 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. | | | 45 | | | President, Head of R&D and Chief Operating Officer |
| | | | Chief Financial Officer | ||
Raj Prabhakar, M.B.A. | | | 50 | | | Chief Business Officer, Senior Vice President |
| | | | Chief Medical & Gene Therapy Officer | ||
Mayo Pujols | | | 55 | | | Chief Technical Officer, Executive Vice President |
Mark White, MB.ChB | | | | | ||
John Militello, CPA | | | | | Vice President of Finance, Treasurer, Principal Accounting Officer | |
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. |
| | 2022 | | | 2021 | |
Audit Fees(1) | | | $575,016 | | | $442,289 |
Audit-Related Fees(2) | | | — | | | — |
Tax Fees(3) | | | 199,257 | | | 56,289 |
All Other Fees(4) | | | — | | | — |
Total | | | $774,273 | | | $498,578 |
| | 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 |
• | 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 |
What We Do | | | What We Don’t Do |
☑ Establish pay-for-performance philosophy and culture ☑ Set goals for target direct compensation, over two-thirds of which are performance-based and/or at risk ☑ Maintain independent compensation committee ☑ Hire and retain independent compensation consultant ☑ Use shares under our long-term incentive program responsibly ☑ Conduct annual risk assessment of our compensation program ☑ Limit perquisites and personal benefits ☑ Maintain a clawback policy covering incentive-based cash and equity compensation ☑ Require our directors and executive officers to maintain specified levels of stock ownership | | | ☒ Allow for pledging without prior Board approval or hedging of Company stock by executive officers or directors ☒ Provide tax gross-up payments ☒ Provide for single trigger vesting of equity awards ☒ Provide for excessive severance in the event of a change in control ☒ Allow for repricing, cash-out or exchange of “underwater” stock options without stockholder approval ☒ Provide executive pension plans or supplemental retirement plans |
Named Executive Officer | | | Fiscal 2021 Base Salary | | | Fiscal 2022 Base Salary |
Gaurav D. Shah | | | $590,000 | | | $600,000 |
Carlos Garcia-Parada(1) | | | $410,000 | | | $416,150 |
John Militello(2) | | | $278,000 | | | $305,036 |
Kinnari Patel | | | $510,000 | | | $522,750 |
Mayo Pujols(3) | | | — | | | $480,000 |
Raj Prabhakar | | | $375,000 | | | $405,000 |
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 | | | $447,433 |
Named Executive Officer | | | Fiscal 2022 Total Target Cash Incentive ($) | | | Fiscal 2022 Total Target Cash Incentive (as a % of Base Salary) |
Gaurav D. Shah | | | $360,000 | | | 60% |
Carlos Garcia-Parada(1) | | | — | | | 0% |
John Militello(2) | | | $91,511 | | | 30% |
Kinnari Patel | | | $261,375 | | | 50% |
Mayo Pujols(3) | | | $103,091 | | | 45% |
Raj Prabhakar | | | $162,000 | | | 40% |
Named Executive Officer | | | Fiscal 2023 Total Target Cash Incentive ($) | | | 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 | | | 2022 Target Cash Incentive Award Opportunity | | | 2022 Target Cash Incentive Award (% of 2022 Salary) | | | 2022 Cash Incentive Award Payment | | | Payout Percentage |
Gaurav D. Shah | | | $360,000 | | | 60% | | | $434,390 | | | 121% |
Carlos Garcia-Parada(1) | | | — | | | 40% | | | — | | | — |
John Militello | | | $91,511 | | | 30% | | | $104,133 | | | 114% |
Kinnari Patel | | | $261,375 | | | 50% | | | $314,978 | | | 121% |
Mayo Pujols | | | $103,091 | | | 45% | | | $119,070 | | | 116% |
Raj Prabhakar | | | $162,000 | | | 40% | | | $193,600 | | | 120% |
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 (#) | | | Weighted Average Exercise Price | | | Number of Shares Subject to RSUs (#) | | | Aggregate Grant Date Fair Value |
Gaurav D. Shah | | | 297,037 | | | $19.05 | | | 95,275 | | | $5,499,980 |
Carlos Garcia-Parada(1) | | | — | | | — | | | — | | | — |
John Militello(2) | | | 55,913 | | | $16.09 | | | 27,715 | | | $998,969 |
Kinnari Patel | | | 148,518 | | | $19.05 | | | 47,637 | | | $2,749,974 |
Mayo Pujols | | | 142,294 | | | $13.74 | | | 90,975 | | | $2,499,990 |
Raj Prabhakar | | | 145,093 | | | $19.05 | | | 28,763 | | | $1,799,999 |
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 |
Named Executive Officer | | | Number of Shares Subject to RSUs (#) | | | Grant Date Fair Value |
Gaurav D. Shah | | | — | | | — |
John Militello | | | 14,310 | | | $249,996 |
Kinnari Patel | | | 52,489 | | | $916,983 |
Mayo Pujols | | | — | | | — |
Raj Prabhakar | | | 22,896 | | | $399,993 |
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($)(1) | | | Stock Awards ($)(2) | | | Option Awards ($)(3) | | | All Other Compensation ($)(4) | | | Total ($) |
Gaurav D. Shah, M.D. Chief Executive Officer | | | 2022 | | | 598,333 | | | 434,390 | | | 1,814,989 | | | 3,684,991 | | | 20,500 | | | 6,553,203 |
| 2021 | | | 590,000 | | | 318,600 | | | — | | | 6,998,550 | | | 11,600 | | | 7,918,750 | ||
| 2020 | | | 540,000 | | | 486,000 | | | — | | | 5,821,735 | | | 11,400 | | | 6,859,135 | ||
Carlos Garcia-Parada, Former Chief Financial Officer and Principal Financial Officer(5) | | | 2022 | | | 103,012 | | | — | | | 330,000 | | | 670,000 | | | 230,129 | | | 1,333,141 |
| 2021 | | | 410,000 | | | 132,840 | | | — | | | 5,139,400 | | | 11,600 | | | 5,693,840 | ||
John Militello, CPA Principal Accounting Officer and Interim Principal Financial Officer, Vice President(6) | | | 2022 | | | 376,788 | | | 104,133 | | | 664,976 | | | 584,988 | | | 20,500 | | | 1,751,386 |
Kinnari Patel, Pharm.D., MBA President and Chief Operating Officer | | | 2022 | | | 522,750 | | | 314,978 | | | 1,824,468 | | | 1,842,489 | | | 12,200 | | | 4,516,885 |
| 2021 | | | 510,000 | | | 196,222 | | | — | | | 4,539,600 | | | 11,600 | | | 5,257,422 | ||
| 2020 | | | 450,000 | | | 364,500 | | | — | | | 3,254,721 | | | 11,400 | | | 4,080,621 | ||
Mayo Pujols Chief Technical Officer, Executive Vice President(7) | | | 2022 | | | 229,090 | | | 269,070 | | | 1,249,997 | | | 1,249,994 | | | 151,551 | | | 3,149,701 |
Raj Prabhakar Chief Business Officer, Senior Vice President | | | 2022 | | | 405,000 | | | 193,600 | | | 399,993 | | | 1,799,999 | | | 20,527 | | | 2,819,120 |
Name and Principal Position | | | Year | | | Salary ($) | | | 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, |
(3) | Reflects the aggregate grant date fair value of option awards granted to our named executive officers in the years indicated, calculated in accordance with FASB ASC Topic 718. For information regarding assumptions underlying the valuation of equity awards, see Note 9 to our consolidated financial statements for the year ended December 31, |
(4) | The amounts in this column for 2021 and 2022 were previously included in the “Bonus” columns of the Summary Compensation Table in the proxy statements for our annual meeting of shareholders in 2022 and 2023 and are now being reflected in the “Non-Equity Incentive Compensation” column. |
(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. Militello was appointed as the Interim Principal Financial Officer of the Company effective March 16, |
(7) | Mr. Pujols start date with the Company was July 11, 2022. The amount included in the Salary column represents base salary earned in fiscal 2022. His annualized base salary for fiscal 2023 was $492,500. His annualized base salary for fiscal 2022 was $480,000. In connection with Mr. Pujols offer letter, Mr. Pujols received a sign-on bonus of $300,000, of which $150,000 |
| | Grant Date | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | Exercise or Base Price of Option Awards ($/share) | | | Grant Date Fair Value of Stock and Option Awards ($)(1) | |
Gaurav Shah, M.D. | | | 02/14/2022 | | | 95,275 | | | 297,037 | | | 19.05 | | | 5,499,980 |
Carlos Garcia-Parada, MBA(2) | | | 02/14/2022 | | | 17,322 | | | 54,006 | | | 19.05 | | | 1,000,000 |
John Militello, CPA | | | 02/14/2022 | | | 8,661 | | | 27,003 | | | 19.05 | | | 499,987 |
| 04/18/2022 | | | 19,054 | | | 28,910 | | | 13.12 | | | 499,982 | ||
| 08/12/2022 | | | 14,310 | | | — | | | — | | | 249,996 | ||
Kinnari Patel, Pharm.D., MBA | | | 02/14/2022 | | | 47,637 | | | 148,518 | | | 19.05 | | | 2,749,974 |
| 08/12/2022 | | | 52,489 | | | — | | | — | | | 916,983 | ||
Mayo Pujols | | | 08/01/2022 | | | 90,975 | | | 142,294 | | | 13.74 | | | 2,499,990 |
Raj Prabhakar | | | 02/14/2022 | | | — | | | 145,093 | | | 19.05 | | | 1,799,999 |
| 08/12/2022 | | | 22,896 | | | — | | | — | | | 399,993 |
| | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | Exercise or Base Price of Option Awards ($/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 ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) |
Gaurav D. Shah, M.D. | | | 250,000 | | | — | | | 18.75 | | | 3/29/28 | | | — | | | — |
| | 145,000 | | | — | | | 18.75 | | | 3/29/28 | | | — | | | — | |
| | 315,700 | | | — | | | 14.56 | | | 1/28/29 | | | — | | | — | |
| | 351,364 | | | 31,942 | | | 22.72 | | | 2/6/30 | | | — | | | — | |
| | 107,993 | | | 77,007 | | | 62.32 | | | 2/4/31 | | | — | | | — | |
| | — | | | 297,037 | | | 19.05 | | | 2/14/32 | | | — | | | — | |
| | — | | | — | | | — | | | — | | | 95,275 | | | 1,864,532 | |
John Militello, CPA | | | 18,333 | | | 1,667 | | | 22.72 | | | 2/6/30 | | | — | | | — |
| | 1,834 | | | 166 | | | 23.89 | | | 2/10/30 | | | — | | | — | |
| | 13,503 | | | 4,497 | | | 24.82 | | | 8/3/30 | | | — | | | — | |
| | 12,004 | | | 5,996 | | | 62.32 | | | 2/4/31 | | | — | | | — | |
| | 6,649 | | | 20,354 | | | 19.05 | | | 2/14/32 | | | — | | | — | |
| | — | | | 28,910 | | | 13.12 | | | 4/18/32 | | | — | | | — | |
| | — | | | — | | | — | | | — | | | 42,025 | | | 822,429 |
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) | | 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. | | 137,500 | | 12,500 | | 22.72 | | 2/6/30 | | — | | — | | 175,000 | | — | | 18.75 | | 3/29/28 | | — | | — | ||||||||||||
| 13,750 | | 1,250 | | 23.89 | | 2/10/30 | | — | | — | | 180,000 | | — | | 14.56 | | 1/28/29 | | — | | — | |||||||||||||
| 37,511 | | 12,489 | | 23.05 | | 9/8/30 | | — | | — | | 50,000 | | — | | 10.85 | | 9/2/29 | | — | | — | |||||||||||||
| 70,050 | | 49,950 | | 62.32 | | 2/4/31 | | — | | — | | 150,000 | | — | | 22.72 | | 2/6/30 | | — | | — | |||||||||||||
| — | | 148,518 | | 19.05 | | 2/14/32 | | — | | — | | 15,000 | | — | | 23.89 | | 2/10/30 | | — | | — | |||||||||||||
| — | | — | | — | | — | | 100,126 | | 1,959,466 | | 50,000 | | — | | 23.05 | | 9/8/30 | | — | | — | |||||||||||||
Raj Prabhakar, M.B.A. | | 35,000 | | 5,000 | | 17.98 | | 2/6/30 | | — | | — | ||||||||||||||||||||||||
| 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 | | — | | — | |||||||||||||||||||||||||
| 3,500 | | 500 | | 23.89 | | 2/10/30 | | — | | — | | 7,000 | | — | | 23.89 | | 2/10/30 | | — | | — | |||||||||||||
| 27,502 | | 2,498 | | 23.05 | | 9/8/30 | | — | | — | | 32,086 | | 2,914 | | 62.32 | | 2/4/31 | | — | | — | |||||||||||||
| 35,025 | | 24,975 | | 62.32 | | 2/4/31 | | — | | — | | 47,265 | | 33,745 | | 19.05 | | 2/14/32 | | — | | — | |||||||||||||
| — | | 145,093 | | 19.05 | | 2/14/32 | | — | | — | | — | | 124,496 | | 20.04 | | 2/14/33 | | — | | — | |||||||||||||
| — | | — | | — | | — | | 22,896 | | 448,075 | | — | | — | | — | | — | | 75,319(5) | | 2,257,310 | |||||||||||||
Mayo Pujols | | — | | 142,294 | | 13.74 | | 08/01/32 | | �� | — | | — | | 59,372 | | 82,922 | | 13.74 | | 08/01/32 | | — | | — | |||||||||||
| — | | — | | — | | — | | 90,975 | | 1,780,381 | | — | | 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) | Reflects the market value of the RSUs that have not vested computed by multiplying |
(3) | Reflects RSUs granted on February 14, 2022 and February 14, 2023, one-third of which vest on the first anniversary of the grant date and two-thirds of which vest in equal quarterly installments over the following two years. |
(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. |
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 vesting is calculated by multiplying the number of shares of stock by the difference between (i) the market value of the shares of common stock at exercise and (ii) the exercise price of the options. |
(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 ($) |
Compensation: | | | | | | | |||
Cash Severance | | | 600,000 | | | 434,390 | | | 1,034,390 |
Acceleration of Equity Awards(1) | | | — | | | 2,018,991 | | | 2,018,991 |
Health care continuation | | | 33,569 | | | — | | | 33,569 |
Total | | | 633,569 | | | 2,453,381 | | | 3,086,950 |
Executive Benefits and Payment upon Termination | | | Termination by Company without Cause or Resignation For Good Reason Not in Connection with a Change in Control ($) | | | 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) |
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 ($) |
Compensation: | | | | | | | |||
Cash Severance | | | 392,063 | | | 314,978 | | | 707,041 |
Acceleration of Equity Awards(1) | | | — | | | 2,036,695 | | | 2,036,695 |
Health care continuation | | | 38,479 | | | — | | | 38,479 |
Total | | | 430,542 | | | 2,351,673 | | | 2,782,215 |
Executive Benefits and Payment upon Termination | | | Termination by Company without Cause or Resignation For Good Reason Not in Connection with a Change in Control ($) | | | 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 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) $29.97, the closing market price of our |
Executive Benefits and Payment upon Termination | | | Termination by Company without Cause or Resignation For Good Reason Not in Connection with a Change in Control ($) | | | 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, 2023, and (y) the per share exercise price of the stock option. The value of accelerated RSUs is based on $29.97, the closing market price of our common stock on December 31, 2023 and the unvested RSUs. |
Executive Benefits and Payment upon Termination | | | Termination by Company without Cause or Resignation For Good Reason Not in Connection with a Change in Control ($) | | | 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) $29.97, the closing market price of our common stock on December 31, 2023, and (y) the per share exercise price of the stock option. The value of accelerated RSUs is based on $29.97, the closing market price of our common stock on December 31, 2023 and the unvested RSUs. |
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) | | ||||||||||||||||
2022 | | | $6,553,203 | | | $3,321,166 | | | $2,714,046 | | | $2,276,316 | | | $85.98 | | | $111.27 | | | ($221,863) |
2021 | | | $7,918,750 | | | ($4,329,821) | | | $3,598,514 | | | ($1,159,253) | | | $95.91 | | | $124.89 | | | ($169,069) |
2020 | | | $6,859,135 | | | $21,732,137 | | | $1,897,164 | | | $4,799,840 | | | $240.95 | | | $125.69 | | | ($139,700) |
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 | | 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 | | $2,267,943 | | $3,321,166 | | $6,553,203 | | $5,499,980 | | $4,132,475 | | $5,185,698 | ||||||||
2021 | | $7,918,750 | | $6,998,550 | | ($5,250,021) | | ($4,329,821) | ||||||||||||||||
2020 | | $6,859,135 | | $5,821,735 | | $20,694,737 | | $21,732,137 |
(a) | This column represents the amount of total compensation reported for Mr. Shah for |
(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 |
(c) | This column represents an adjustment to the amounts in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for |
Year | | Year End Fair Value of Equity Awards Granted in the Year | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | | Year over Year Change in Fair Value 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 | | 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 | | $3,628,713 | | ($193,446) | | $0 | | ($1,167,323) | | $0 | | $0 | | $2,267,943 | | $5,493,244 | | ($193,446) | | $— | | ($1,167,323) | | $— | | $— | | $4,132,475 | ||||||||||||||
2021 | | $2,421,048 | | ($5,571,509) | | $0 | | ($2,099,560) | | $0 | | $0 | | ($5,250,021) | ||||||||||||||||||||||||||||
2020 | | $15,734,243 | | $4,565,155 | | $0 | | $395,339 | | $0 | | $0 | | $20,694,737 |
(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; |
(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 |
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 | | 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 | | $1,259,740 | | $822,010 | | $2,276,316 | | $2,714,046 | | $2,123,381 | | $1,824,080 | | $2,414,745 | ||||||||
2021 | | $3,598,514 | | $3,882,520 | | ($875,247) | | ($1,159,253) | ||||||||||||||||
2020 | | $1,897,164 | | $1,179,573 | | $4,082,249 | | $4,799,840 |
(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 |
(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 |
(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 |
Year | | Year End Fair Value of Equity Awards Granted in the Year | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | | Year over Year Change in Fair Value 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 | | 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 | | $1,256,571 | | ($48,605) | | $0 | | ($248,187) | | ($137,769) | | $0 | | $822,010 | | $2,258,641 | | ($48,605) | | $— | | ($248,187) | | ($137,769) | | $— | | $1,824,080 | ||||||||||||||
2021 | | $1,034,677 | | ($1,306,729) | | $0 | | ($603,195) | | $0 | | $0 | | ($875,247) | ||||||||||||||||||||||||||||
2020 | | $3,468,642 | | $1,337,810 | | $0 | | $88,541 | | ($812,743) | | $0 | | $4,082,249 |
(5) |
(6) | This column represents cumulative peer group TSR computed in accordance with Note 5. The peer group used for this purpose is Nasdaq Biotechnology Index. |
(7) | This column represents the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year. |
| | Annual Retainer | |
Board of Directors: | | | |
All non-employee members, except chairman | | | 40,000 |
Audit Committee: | | | |
Members | | | 10,000 |
Chairman | | | 20,000 |
Compensation Committee: | | | |
Members | | | 7,500 |
Chairman | | | 15,000 |
Nominating and Corporate Governance Committee: | | | |
Members | | | 5,000 |
Chairman | | | 10,000 |
Director Name | | | Fees Earned or Paid in Cash ($) | | | Option Awards ($)(1) | | | All Other Compensation ($) | | | Total $ |
Elisabeth Björk, M.D., Ph.D. | | | — | | | 324,995 | | | — | | | 324,995 |
Carsten Boess | | | 67,500 | | | 324,995 | | | — | | | 392,495 |
Pedro Granadillo | | | — | | | 394,991 | | | — | | | 394,991 |
Gotham Makker, M.D. | | | — | | | 364,993 | | | — | | | 364,993 |
Fady Malik, M.D., Ph.D.(2) | | | 32,258 | | | 768,949 | | | — | | | 801,207 |
David Southwell | | | 40,000 | | | 324,995 | | | — | | | 364,995 |
Naveen Yalamanchi, M.D. | | | 57,500 | | | 324,995 | | | — | | | 364,993 |
Roderick Wong, M.D.(3) | | | — | | | 364,993 | | | — | | | 364,993 |
Director Name | | | Fees Earned or Paid in Cash ($) | | | Option Awards ($)(1) | | | All Other Compensation ($) | | | Total $ |
Elisabeth Björk, M.D., Ph.D.(2) | | | — | | | 409,987 | | | — | | | 409,987 |
Carsten Boess | | | 67,500 | | | 359,992 | | | — | | | 427,492 |
Pedro Granadillo(2) | | | — | | | 429,984 | | | — | | | 429,984 |
Gotham Makker, M.D.(2) | | | — | | | 399,988 | | | — | | | 399,988 |
Fady Malik, M.D., Ph.D. | | | 40,000 | | | 359,992 | | | — | | | 399,992 |
David Southwell | | | 40,000 | | | 359,992 | | | — | | | 399,992 |
Naveen Yalamanchi, M.D. | | | 57,500 | | | 359,992 | | | — | | | 417,492 |
Keith Woods(3) | | | 2,717 | | | 565,987 | | | — | | | 568,704 |
Roderick Wong, M.D.(4) | | | — | | | 409,987 | | | — | | | 409,987 |
(1) | Amounts represent the aggregate grant-date fair value of option awards granted to our directors in |
(2) |
(3) | Mr. Woods was appointed to our Board effective December 7, 2023, and his cash Board fees were prorated based on the number of days he served as a director in fiscal 2023. Mr. Woods received a new director grant with a grant date fair value of $359,989 and a prorated annual grant with a grant date fair value of $205,998. |
(4) | As Chairman of the Board, Dr. Wong is not entitled to receive any cash fees for his service. Dr. Wong’s option awards consist of 25,850 director options and 3,590 options in lieu of cash retainer. |
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 | | | 18,188,457 | | | 22.6% |
Blackrock, Inc.(2) 55 East 52nd Street New York, NY 10055 | | | 5,587,535 | | | 6.9% |
The Vanguard Group(3) 100 Vanguard Blvd Malvern, PA 19355 | | | 4,186,542 | | | 5.2% |
Named executive officers and directors | | | | | ||
David P. Southwell(4) | | | 436,015 | | | * |
Carsten Boess(5) | | | 170,231 | | | * |
Pedro Granadillo(6) | | | 162,643 | | | * |
Gotham Makker, M.D.(7) | | | 1,529,808 | | | 1.9% |
Kinnari Patel, Pharm.D., MBA(8) | | | 1,086,574 | | | 1.4% |
Gaurav Shah, M.D.(9) | | | 2,364,191 | | | 2.9% |
Roderick Wong, M.D.(1) | | | 18,371,873 | | | 22.8% |
Naveen Yalamanchi, M.D.(10) | | | 263,622 | | | * |
Elisabeth Björk, M.D., Ph.D.(11) | | | 129,025 | | | * |
Mayo Pujols | | | — | | | * |
Raj Prabhakar, MBA(12) | | | 258,959 | | | * |
Fady Malik, M.D., Ph.D.(13) | | | 71,140 | | | * |
Carlos Garcia-Parada | | | — | | | * |
John Militello(14) | | | 139,180 | | | * |
All directors and executive officers as a group (14 persons)(16) | | | 24,983,261 | | | 31.1% |
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 | | | 18,188,457 | | | 20.0% |
Wellington Management Group LLP(2) 280 Congress Street Boston, MA 02210 | | | 9,156,099 | | | 10.1% |
Blackrock, Inc.(3) 55 East 52nd Street New York, NY 10055 | | | 5,930,178 | | | 6.5% |
The Vanguard Group(4) 100 Vanguard Blvd Malvern, PA 19355 | | | 5,447,565 | | | 6.0% |
Named executive officers and directors | | | | | ||
Gaurav Shah, M.D.(5) | | | 2,819,758 | | | 3.1% |
John Militello, CPA(6) | | | 193,508 | | | *% |
Kinnari Patel, Pharm.D., M.B.A.(7) | | | 1,514,305 | | | 1.7% |
Mayo Pujols(8) | | | 144,757 | | | *% |
Jonathan Schwartz, M.D(9) | | | 548,323 | | | *% |
Roderick Wong, M.D.(1) | | | 18,371,873 | | | 20.2% |
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 | | | 1.1% |
Fady Malik, M.D., Ph.D.(14) | | | 78,519 | | | *% |
David P. Southwell(15) | | | 436,015 | | | *% |
R. Keith Woods | | | — | | | — |
Naveen Yalamanchi, M.D.(16) | | | 263,622 | | | *% |
All directors and executive officers as a group (14 persons)(17) | | | 25,580,723 | | | 28.5% |
* | Represents beneficial ownership of less than one percent. |
(1) | Based on Amendment No. |
(2) | Based on Schedule 13G, filed by Wellington Management Group LLP with the SEC on February 8, 2024. According to the Schedule 13G, the reporting persons had shared voting power with respect to 7,363,699 shares, shared dispositive power as to 8,197,546 shares and did not have sole voting power or sole dispositive power as to any shares. |
(3) | Based on Amendment No. |
Based on Amendment No. 1 to Schedule 13G, filed by The Vanguard Group with the SEC on February |
Consists of (i) |
Consists of |
(7) | Consists of (i) |
Consists of (i) |
(9) | Consists of (i) 95,726 shares of common stock, (ii) 147,586 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 16, 2024 and (iii) 19,508 shares of common stock issuable upon the vesting of RSUs within 60 days after April 16, 2024. |
(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) |
(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. |
(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) 149,981 shares of common stock issuable upon the exercise of options within 60 days of April |
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) | | | 13,138,870(2) | | | $14.52 | | | 1,749,290(3) |
Equity compensation plans not approved by security holders | | | — | | | — | | | — |
Total | | | 13,138,870 | | | $14.52 | | | 1,749,290 |
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 |
Consists of shares underlying outstanding options and restricted stock units under the 2014 Plan. |
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 |