Carsten Boess
About Carsten Boess
Independent director of Rocket Pharmaceuticals since 2016; age 58 as of April 30, 2025. Former CFO and senior finance/executive leader at Synageva, Insulet, Serono, Alexion, Novozymes, and Novo Nordisk, and EVP, Corporate Affairs at Kiniksa. Holds BA and MA in Economics & Finance (Accounting/Finance specialization) from the University of Odense, Denmark. Serves as Rocket’s Audit Committee Chair and designated “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Kiniksa Pharmaceuticals | EVP, Corporate Affairs | Previously served (date not specified) | Senior corporate role at a publicly traded biotech |
| Synageva Biopharma | SVP & CFO | 2011–2015 (until sale to Alexion) | Led finance through sale process |
| Insulet Corporation | CFO; VP International Operations | CFO 2006–2009; VP Int’l Ops 2009–2011 | Built finance; scaled international ops |
| Serono Inc. | EVP, Finance; member WW Executive Finance Mgmt Team | 2005–2006 | Global finance leadership |
| Alexion Pharmaceuticals | Chief Financial Officer | Prior to 2005/6 (date not specified) | CFO of large-cap biotech |
| Novozymes N.A.; Novo Nordisk | Finance executive (France, Switzerland, China) | Prior roles (dates not specified) | Multinational finance experience |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Avidity Biosciences, Inc. | Director | Current | Also on Rocket chair Roderick Wong’s board at Avidity (interlock) |
| Achilles Therapeutics plc | Board member | Current | Described as privately held biopharma in Rocket proxy |
| Health Sciences Acquisitions Corp 2 | Director | Prior | SPAC board experience |
Board Governance
- Independence: Board determined Mr. Boess is independent under Nasdaq rules. Independent directors meet in executive sessions; Rocket has no Lead Independent Director.
- Attendance: Board met 4 times in 2024; each director attended at least 75% of Board and committee meetings during their service period; all directors attended the 2024 annual meeting.
- Committee assignments (current):
- Audit Committee: Chair; designated “financial expert.”
- Compensation Committee: Member.
- Commercial Committee: Member.
Fixed Compensation
| Category | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $69,477 | Actual cash paid in 2024 |
| Policy – Board retainer (non-employee director) | $40,000 | Annual retainer schedule adopted Sept 2024 |
| Policy – Audit Committee Chair | $20,000 | Annual committee chair fee |
| Policy – Compensation Committee Member | $7,500 | Annual member fee |
| Policy – Commercial Committee Member | $7,500 | Annual member fee |
Notes
- Directors may elect to receive options in lieu of cash retainers; several did in 2024, but Mr. Boess received cash plus the standard equity grant.
Performance Compensation
| Instrument | 2024 Grant Value | Vesting | Performance Conditions |
|---|---|---|---|
| Stock Options (annual director grant) | $359,990 | Vests in full on first anniversary of grant | None (time-based) |
- As of Dec 31, 2024, Boess held 220,025 unexercised options outstanding (Board table disclosure).
Other Directorships & Interlocks
| Counterparty | Interlock Detail | Implication |
|---|---|---|
| Avidity Biosciences, Inc. | Both Boess and Rocket’s Chair Roderick Wong serve on Avidity’s board | Potential network interlock; could facilitate information flow but invites monitoring for conflicts (especially around audit/compliance oversight) |
Expertise & Qualifications
- Financial leadership: Former CFO at Synageva, Insulet, Alexion; EVP Finance at Serono; multinational finance roles (Novozymes/Novo Nordisk).
- Audit oversight: Rocket Audit Committee Chair; SEC-designated “audit committee financial expert.”
- Capital markets/M&A: Guided Synageva through acquisition by Alexion; broad public company experience.
- Education: BA and MA in Economics & Finance (University of Odense, Denmark).
Equity Ownership
| Measure | Detail |
|---|---|
| Total beneficial ownership | 196,081 shares (options exercisable within 60 days) |
| Percent of outstanding | <1% |
| Vested vs unvested | Proxy discloses exercisable within 60 days; broader unvested director holdings not itemized by individual beyond that figure |
| Pledged shares | None disclosed; company policy prohibits pledging without prior Board approval and prohibits hedging. |
| Ownership guidelines (directors) | 1x annual retainer; 3-year phase-in from adoption or appointment. Compliance status not specifically disclosed by director. |
Governance Assessment
Strengths
- Seasoned finance executive and Audit Committee Chair with SEC “financial expert” designation; strong fit for Rocket’s stage and financial oversight needs.
- Independent director with multi-company, global finance background; serves on key Compensation and Commercial committees, supporting balanced governance coverage.
- Attendance/engagement: Board met four times; every director, including Boess, attended ≥75% and the 2024 annual meeting.
- Pay alignment: Director pay mixes cash with predominantly equity; options vest time-based after a year, aligning interests over time.
- Shareholder support context: 2024 Say-on-Pay approved by ~98.4% of votes cast, indicating broad confidence in compensation governance.
Watch items / potential risks
- Interlock: Shared Avidity board with Rocket’s Chair (Wong) warrants continued monitoring for independence perceptions and any potential informational conflicts; however, no specific related-party transaction involving Boess disclosed.
- Lead Independent Director: None designated; independent directors do hold executive sessions, but absence of a LID can be viewed as a governance gap by some investors.
- Section 16 timeliness: Company reported certain late Form 4 filings in 2024 for multiple directors (including Boess) related to June option grants; administrative, but worth noting.
Related-party exposure
- Proxy discloses several related-person transactions (e.g., RTW financing/warrants; a consulting arrangement related to Dr. Patel’s spouse; a 2025 consulting agreement with Director Dolsten). None involve Boess. Audit Committee (chaired by Boess) reviews/approves related-party transactions.
Director compensation structure (context)
- Cash retainers and committee fees are modest relative to peers by design; equity awards are primary alignment tool; annual director option grants vest after one year.
Attendance and independence summary
- Independent; Audit Chair/financial expert; member of Compensation and Commercial committees; ≥75% attendance in 2024; participated in independent executive sessions; company has no LID.
Overall, Boess enhances board financial oversight and audit rigor, with alignment through equity-based director pay. Key monitoring areas are the Avidity interlock with the Chair and the absence of a Lead Independent Director, though independent executive sessions help mitigate the latter.