Aaron Ondrey
About Aaron Ondrey
Aaron Ondrey, 49, has served as Chief Financial Officer (CFO) and Principal Financial Officer of Rocket Pharmaceuticals since March 25, 2024. He previously held senior finance roles at Mirati Therapeutics (CFO; interim CFO; SVP FP&A), Arena Pharmaceuticals (VP Finance), Alexion (Head of Global Commercial Finance), and Regeneron (various roles up to Executive Director, Commercial Finance) and holds a B.S. in Business Administration and Finance from Case Western Reserve University . Company performance context for 2024: total shareholder return in the pay-versus-performance table declined to $55.23 (value of $100 index), and net income was a loss of $258.7 million, underscoring a challenging year for program milestones and capital markets . The compensation committee funded annual cash incentives at 80% of target for 2024 based on corporate goal achievement; Ondrey’s individual performance multiplier was 90% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Mirati Therapeutics | CFO (Nov 2023–Jan 2024); Interim CFO (Aug–Nov 2023); SVP, FP&A (from Jul 2022) | 2022–2024 | Led public company finance through late-stage oncology and acquisition by BMS; corporate FP&A leadership |
| Arena Pharmaceuticals | VP, Finance | 2020–2022 | Public biotech finance through sale to Pfizer |
| Alexion Pharmaceuticals | Head of Global Commercial Finance | 2018–2020 | Commercial finance leadership in rare disease; pre-AstraZeneca acquisition |
| Regeneron Pharmaceuticals | Various finance roles up to Executive Director, Commercial Finance & Business Planning | 2010–2018 | Commercial finance and planning at large-cap biotech |
External Roles
- No public company directorships or external board roles disclosed for Ondrey .
Fixed Compensation
| Component | 2024 Detail |
|---|---|
| Base salary | $485,000 (prorated for partial year in role) |
| Target annual cash incentive | 45% of base salary; 2024 target amount $163,198 (prorated) |
| 2024 annual cash incentive paid | $117,502 (reflects corporate 80% and individual 90% multipliers) |
| Benefits | Broad-based employee benefits (401(k), health/welfare) on same terms as other employees |
Performance Compensation
2024 Annual Cash Incentive
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Corporate objectives (advance/bring to market pipeline, pre-clinical expansion, reputation/visibility, quality/compliance) | Not formulaic | 100% | 80% achievement | 80% corporate factor |
| Individual performance multiplier (Ondrey) | — | — | 90% | Applied to corporate factor |
| Resulting cash bonus | — | $163,198 target | 72% of target | $117,502 |
Notes
- Compensation committee determined corporate performance at 80% after FDA CRL on LAD-I and adjusted timelines; individual multipliers varied by executive .
2024 Equity Grants (New-Hire)
| Instrument | Grant date | Shares/Units | Exercise price | Vesting | Grant date fair value |
|---|---|---|---|---|---|
| RSUs | Apr 1, 2024 | 46,781 | — | 1/3 on 1st anniversary; remainder in 8 equal quarterly installments over next 2 years | $1,249,988 |
| Stock options | Apr 1, 2024 | 69,337 | $26.72 | 1/3 on 1st anniversary; remainder in 8 equal quarterly installments over next 2 years | $1,249,983 |
| Total equity value | Apr 1, 2024 | — | — | — | $2,500,000 aggregate new-hire equity value |
Vesting schedule implications (insider selling pressure):
- RSUs: approx. 15,594 units vested on Apr 1, 2025; remaining ~31,187 units vest quarterly through Apr 1, 2027 (time-based), creating periodic settlement/sale opportunities .
- Options: identical vesting cadence; however, options were out-of-the-money at 12/31/2024 (strike $26.72 vs. stock $12.57), reducing near-term exercise/sale pressure .
2025 Equity Target (committee decision in Feb 2025)
| Item | 2025 Action |
|---|---|
| Aggregate 2025 LTI target value for Ondrey | $1.988 million (down ~24% YoY), reflecting 2024 outcomes and pay design calibration |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 21, 2025) | 42,676 shares; less than 1% of outstanding |
| Unvested RSUs at 12/31/2024 | 46,781 units (time-based) |
| Options outstanding at 12/31/2024 | 69,337 unexercisable; exercise price $26.72; expiration 4/1/2034 |
| In-the-money value of options at 12/31/2024 | $0 (stock $12.57 < strike $26.72) |
| Stock ownership guidelines | Executives must hold company equity equal to ≥1x base salary; 5-year phase-in from adoption/appointment |
| Hedging/pledging | Hedging prohibited; pledging prohibited absent prior Board approval; insider trading policy with blackout/pre-clearance/Rule 10b5-1 |
| Clawback | Company policy and Nasdaq 5608-compliant clawback adopted; applies to cash/equity incentive comp, including restatements |
Employment Terms
| Provision | Terms for CFO Aaron Ondrey |
|---|---|
| Start date | March 25, 2024 |
| Base salary / Target bonus | $485,000; 45% target |
| New-hire equity | $2.5 million grant-date fair value (50% RSUs, 50% options); 1/3 cliff then quarterly vest over 2 years |
| Severance (no CIC) | Lump sum 9 months’ base salary + 9 months COBRA upon termination without Cause or resignation for Good Reason (with release) |
| Severance (within 12 months post-CIC) | Lump sum 12 months’ base salary + target/earned annual bonus for year of termination + 12 months COBRA (with release) |
| Equity acceleration (plan-based) | 100% acceleration of unvested RSUs/options upon termination without Cause or for Good Reason within 12 months after a Sale Event; acceleration also on death/disability |
| Change in Control definition (amendment) | First Amendment to Executive Employment Agreement effective June 18, 2025 adds explicit CIC definition covering asset sale, merger with loss of majority vote, stock sale to unrelated party, or other loss of majority voting power post-transaction . |
Estimated payout table (as of 12/31/2024) per proxy disclosure:
| Scenario | Cash Severance | Equity Acceleration | COBRA (Company-paid) | Total |
|---|---|---|---|---|
| Termination without Cause / Good Reason (no CIC) | $363,750 | $0 | $26,511 | $390,261 |
| Death or Disability | $218,250 | $588,037 | $0 | $806,287 |
| Termination without Cause / Good Reason within 12 months after CIC | $703,250 | $588,037 | $35,347 | $1,326,634 |
Cause/Good Reason (high-level, as used in agreements):
- Cause includes material breach, felony/moral turpitude, or willful/misconduct nonperformance .
- Good Reason includes material adverse change in duties/reporting, material pay reduction, or relocation >50 miles (with cure periods) .
Performance & Track Record
- 2024 individual assessment: Ondrey “created a dynamic planning process to improve scenario planning and transparency for optimizing capital allocation,” supporting capital deployment discipline during pipeline inflections .
- Say-on-Pay support: 2024 say-on-pay passed with ~98.4% approval, indicating broad shareholder support for the program design the year before his appointment and first-year grant structuring .
- Company TSR and earnings context: Pay-versus-performance data show 2024 TSR index value at 55.23 and net loss of $258.7 million, reflecting the impact of regulatory delays/CRL on programs and funding environment .
Compensation Structure Analysis
- Mix and risk: New-hire package uses roughly 50/50 options/RSUs, with steep time-based vesting. Options are currently underwater (strike $26.72 vs $12.57 at 12/31/2024), which defers realizable upside to long-run stock appreciation and tempers near-term monetization risk .
- Pay-for-performance linkage: 2024 corporate bonus funded at 80% and individual multiplier set at 90% for Ondrey, resulting in a 72% payout of target; aligns cash incentive to milestone execution and individual impact .
- 2025 calibration: Committee reduced 2025 equity target value for Ondrey by ~24%, aligning forward LTI to performance and market conditions, a shareholder-friendly signal .
- Governance safeguards: Robust clawback, ownership guidelines, and hedging/pledging prohibitions; no tax gross-ups; no single-trigger vesting; no repricing without shareholder approval .
Risk Indicators & Red Flags
- Equity concentration/pledging: No pledging disclosed for Ondrey; company prohibits without prior Board approval (mitigates collateral risk) .
- Option repricing/gross-ups: Company policy disallows repricing of underwater options without stockholder approval; no tax gross-ups provided (shareholder-friendly) .
- Litigation/regulatory backdrop: 2024 CRL on LAD-I and adjusted timelines informed reduced 2025 equity sizing, reflecting appropriate responsiveness; not executive-specific but relevant to pay-performance context .
Investment Implications
- Alignment: Underwater options and multi-year RSU vesting align Ondrey’s wealth creation to long-term stock performance, while ownership guidelines and hedging/pledging restrictions bolster alignment quality .
- Retention risk and selling pressure: Time-based RSUs introduce periodic vesting through 2027; expect settlement windows each quarter post-Apr 2025. Options are out-of-the-money (as of 12/31/2024), lowering near-term exercise pressure; RSU vesting is the principal source of potential selling flow near term .
- Change-in-control economics: Double-trigger cash (12 months salary plus bonus and benefits) and full equity acceleration upon qualifying termination after a Sale Event are standard for biotech CFOs; the June 2025 amendment clarifies CIC triggers, reducing contractual ambiguity in strategic scenarios .
- Execution lens: 2024 achievement of 80% corporate bonus factor and Ondrey’s capital allocation/process contributions indicate constructive internal execution under challenging regulatory conditions; 2025 LTI downshift signals disciplined compensation governance that investors typically favor .