David Southwell
About David P. Southwell
David P. Southwell (age 64) is an independent director of Rocket Pharmaceuticals (RCKT), serving on the Board since 2014. He chairs the Nominating & Corporate Governance Committee and brings extensive public-company operating and finance experience, including prior CEO and CFO roles in biopharma. He holds a B.A. from Rice University and an M.B.A. from Dartmouth College, where he served on the Board of Overseers from 2011–2020 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TScan Therapeutics | President, CEO, Director | Oct 2018 – Mar 2023 | Led clinical-stage biotech; public-company CEO experience |
| Inotek (now RCKT post-reverse merger) | President & CEO | Jul 2014 – Jan 2018 | Guided corporate transition leading into Rocket reverse merger |
| Human Genome Sciences (acquired by GSK) | EVP & CFO | Mar 2010 – Oct 2012 | CFO during period prior to GSK ownership |
| Sepracor Inc. | EVP & CFO | Jul 1994 – Jul 2008 | Long-tenured public-company CFO |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PTC Therapeutics, Inc. | Director | Dec 2005 – present | Current public company directorship |
| Spero Therapeutics, Inc. | Director | Feb 2018 – Apr 2019 | Prior public company board service |
| Dartmouth College | Board of Overseers | 2011 – 2020 | Academic governance role |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee (member: David Southwell); not a member of Audit, Compensation, Commercial, or R&D Committees .
- Independence: Board determined Southwell is independent under Nasdaq rules; independent directors meet in executive sessions; Board has no lead independent director .
- Attendance: In 2024 the Board met 4 times; each director then in office attended at least 75% of Board/committee meetings and attended the 2024 annual meeting .
- Overboarding policy: Board reviews other commitments to avoid overboarding and ensure sufficient time for duties .
- Pay and governance advisors: Compensation Committee engages independent consultant (Semler Brossy); no conflicts identified .
Fixed Compensation (Director)
| Item | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $44,620 | Southwell’s 2024 director cash fees |
| Policy Reference – Annual Cash Retainers | Board: $40,000; Nom/Gov Chair: $15,000 | Standard non-employee director fee schedule (excludes Chairman) |
- Policy allows directors to elect options in lieu of cash; some directors did so in 2024. Southwell received cash plus options (see below) .
Performance Compensation (Director Equity)
| Grant Year | Equity Type | Grant Value | Vesting/Terms |
|---|---|---|---|
| 2024 | Stock options | $359,990 | Annual director options generally vest in full on the first anniversary; exercise price = fair market value at grant |
- Mix: For 2024, Southwell’s director pay was ~89.0% equity ($359,990) and ~11.0% cash ($44,620), supporting alignment with shareholders .
Other Directorships & Interlocks
- Current public company boards: PTC Therapeutics (PTCT) .
- Prior boards: Spero Therapeutics (SPRO) .
- Interlocks: Company disclosed no Compensation Committee interlocks or insider participation; no executives served on boards/compensation committees of entities with reciprocal appointments in 2024 .
Expertise & Qualifications
- Finance and operations: Former public-company CFO (Sepracor, HGS) and CEO (TScan), with decades of biopharma leadership .
- Governance expertise: Chairs RCKT’s Nominating & Corporate Governance Committee .
- Education: B.A. (Rice); M.B.A. (Dartmouth); Dartmouth Board of Overseers 2011–2020 .
Equity Ownership
| Ownership Detail | Amount | As-of | Source |
|---|---|---|---|
| Total beneficial ownership (shares) | 461,865 | Apr 21, 2025 | Beneficial ownership table |
| Of which: common shares | 95,160 | Apr 21, 2025 | Footnote 18 |
| Of which: options exercisable within 60 days | 366,745 | Apr 21, 2025 | Footnote 18 |
| Unexercised options outstanding (all) | 390,649 | Dec 31, 2024 | Director option footnote |
| Shares outstanding (denominator) | 106,785,606 | Apr 21, 2025 | Record date share count |
| Ownership as % of outstanding | ~0.43% | Apr 21, 2025 | Derived from 461,865 / 106,785,606 |
- Stock ownership guidelines: Non-employee directors targeted to hold ≥1x annual retainer; 3-year phase-in from guideline adoption or appointment .
- Hedging/pledging: Company prohibits hedging and pledging of Company stock by directors (pledging only with full Board approval) .
- No pledging by Southwell is disclosed in the proxy’s ownership notes .
Insider Trades and Section 16 Compliance
| Date/Item | Detail |
|---|---|
| Section 16(a) late filing | A Form 4 related to a May 2, 2024 gift by Southwell was filed on May 20, 2024 (late). Company otherwise reported compliance for directors and officers with noted exceptions . |
Related-Party Transactions and Conflicts
- Company discloses related-person transactions with RTW (largest shareholder), a consulting agreement with Director Mikael Dolsten, and an IT advisory agreement with the spouse of an officer; no transactions involving Southwell were disclosed .
- Board independence review determined Southwell is independent; Chairman (Roderick Wong) is not independent and RTW holds ~17.0% of outstanding shares, a governance context investors may consider .
Governance Assessment
-
Positives
- Independent director since 2014 with deep finance and operating experience; chairs Nominating & Corporate Governance, enhancing board composition and governance oversight .
- Good engagement: ≥75% attendance and attendance at the 2024 annual meeting .
- Strong equity alignment: ~89% of 2024 director compensation in options; meaningful option exposure and beneficial ownership .
- Robust governance policies: clawback, hedging/pledging prohibitions, ownership guidelines for directors .
- Broad investor support for executive pay in 2024 (Say-on-Pay ~98.4%)—indicative of generally accepted pay practices at the company level .
-
Watch items / potential red flags
- Late Form 4 filing in 2024 for a gift (administrative lapse) .
- Board chair is not independent, and a large shareholder (RTW) holds ~17%; while Southwell is independent and not affiliated with RTW, investors often monitor governance dynamics in such ownership structures .
No Southwell-specific related-party transactions or conflicts were disclosed; no committee interlocks were reported for 2024 .
Appendix: Committee Roster (for context)
| Committee | Members | Chair |
|---|---|---|
| Nominating & Corporate Governance | Pedro Granadillo, David Southwell | David Southwell |
| Audit | Elisabeth Björk, Carsten Boess (Financial Expert), Pedro Granadillo, R. Keith Woods (term ending at 2025 meeting) | Carsten Boess |
| Compensation | Carsten Boess, Pedro Granadillo, Gotham Makker | Pedro Granadillo |
| Commercial | Carsten Boess, R. Keith Woods (term ending at 2025 meeting) | R. Keith Woods |
| R&D | Gotham Makker, Elisabeth Björk (Chair), Mikael Dolsten, Fady Malik | Elisabeth Björk |