Fady Malik
About Fady Malik
Fady Malik, M.D., Ph.D., age 61, has served as an independent director of Rocket Pharmaceuticals (RCKT) since March 2022. He is Executive Vice President of Research & Development at Cytokinetics (with the company since inception in 1998), a Clinical Professor in the Cardiology Division at UCSF, and a cardiologist who practiced as an interventional cardiologist at the San Francisco VA Medical Center for over 18 years. He earned a B.S. from UC Berkeley and both his Ph.D. and M.D. from UCSF, and is recognized for building cardiovascular and skeletal muscle programs at Cytokinetics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cytokinetics, Inc. | EVP, Research & Development | Nov 2015–present; with company since 1998 | Built cardiovascular and skeletal muscle programs; prior roles: SVP R&D (2014–2015), SVP Research & Early Development (2012–2014), VP Biology (2008–2012) |
| San Francisco VA Medical Center | Interventional Cardiologist | >18 years (prior) | Practiced interventional cardiology |
| UCSF (Cardiology Division) | Clinical Professor | 2000–present | Academic cardiology appointment |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Cytokinetics, Inc. | EVP, Research & Development | Current | Public biopharma; R&D leader |
| University of California, San Francisco | Clinical Professor (Cardiology) | Current | Academic appointment |
Board Governance
| Item | Detail |
|---|---|
| Independence | Determined independent under Nasdaq rules |
| Board tenure | Director since 2022 |
| Committees | Research & Development Committee (member) |
| Committee chair roles | None (R&D Chair: Dr. Elisabeth Björk) |
| Attendance | Board held 4 meetings in 2024; each director then in office attended ≥75% of Board and committee meetings; all directors attended 2024 annual meeting |
| Executive sessions | Independent directors meet regularly in executive session; no Lead Independent Director |
Fixed Compensation
| Component | 2024 Policy/Structure | 2024 Actual (Malik) |
|---|---|---|
| Board annual cash retainer | $40,000 for non-employee directors | $41,977 fees earned/paid in cash |
| Committee retainers | R&D member: $7,500 (Chair $15,000) | Included in fees total; not itemized |
| Meeting fees | Not specified; policy is retainer-based | Not specified |
Notes: Directors may elect to receive the cash retainer in options; Malik did not (cash shown). Chairman receives equity only; no cash .
Performance Compensation
| Equity Element | Structure | 2024 Malik Grant |
|---|---|---|
| Annual director equity | Options; exercise price = FMV on grant date; annual grants vest in full on first anniversary; new director grants vest monthly over 3 years | Option grant aggregate grant-date fair value $359,990 |
- Mix/Alignment: In 2024, Malik’s director compensation was predominantly equity-based (approx. 89.5% options: $359,990 of $401,967 total), aligning pay with shareholder outcomes .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards (outside RCKT) | None disclosed |
| Prior public boards | None disclosed in RCKT proxy |
| Compensation Committee interlocks | None involving Malik; 2024 Compensation Committee members were Boess, Granadillo, Yalamanchi, Makker; no reciprocal executive roles disclosed |
Expertise & Qualifications
- Cardiologist and senior R&D executive with decades in cardiovascular and muscle biology; led development from conception at Cytokinetics .
- Academic Clinical Professor (UCSF) providing translational and clinical perspective .
- Board’s stated rationale: depth of pharma knowledge and many years in clinical research and drug development .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership | 115,435 shares (all via options exercisable within 60 days of April 21, 2025) |
| % of shares outstanding | Less than 1% |
| Vested vs. unvested breakdown | Beneficial ownership includes options exercisable within 60 days; additional unvested options not counted in beneficial ownership not disclosed by individual in proxy |
| Options/RSUs outstanding (Board-wide context) | As of 12/31/24, Malik held 139,379 unexercised options (Board table) |
| Ownership guidelines | Non-employee directors must hold ≥1x annual retainer within 3 years of appointment; compliance status not disclosed individually |
| Hedging/pledging | Hedging prohibited; pledging prohibited absent full Board approval |
Insider Trades and Compliance
- Section 16 compliance: The company reported a late Form 4 filing for several directors, including Fady Malik, related to June 13, 2024 option grants filed on June 20, 2024 (administrative timing issue) .
Related-Party Transactions (Conflict Checks)
- Company’s related-party disclosures include: RTW-affiliated financing transactions; a consulting agreement with Director Mikael Dolsten; and an IT advisory agreement with an entity owned by the spouse of an executive. No related-party transactions involving Fady Malik were disclosed .
- Independence reaffirmed by Board’s annual determinations .
Governance Assessment
Strengths and positive signals
- Relevant domain expertise: Cardiovascular and R&D leadership directly aligned with Rocket’s gene therapy pipeline; serves on R&D Committee (enhances oversight quality) .
- Independence: Classified as independent; independent directors meet in executive session; majority-independent Board .
- Pay alignment: Director compensation is equity-heavy via options with time-based vesting; ownership guidelines and hedging/pledging restrictions support alignment and risk control .
- Attendance: Company reports ≥75% attendance for all directors in 2024 and full attendance at the 2024 annual meeting .
Watch items / potential risks
- Administrative compliance: Late filing of a Form 4 in 2024 for option grant reporting (minor) .
- Board structure: No Lead Independent Director; governance best practices often prefer a LID when the Chair is non-independent (Chair is not independent) .
- External workload: Senior operating role at Cytokinetics; the Board states it actively reviews overboarding risk—no issues indicated, and Malik remains independent .
Overall view
- Malik appears to strengthen scientific and clinical oversight as an engaged, independent director with strong alignment to shareholder outcomes through equity-heavy compensation and ownership policies. No related-party conflicts were disclosed for Malik, and only minor reporting timeliness was noted, which does not materially affect governance quality .
Appendix: Director Compensation (Detail)
| Director | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Fady Malik, M.D., Ph.D. | 41,977 | 359,990 | 401,967 |
Appendix: Committee Matrix (Excerpt)
| Name | Audit | Compensation | Nominating & Corp Gov | Commercial | Research & Development |
|---|---|---|---|---|---|
| Fady Malik | X (member) |
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