Gaurav Shah
About Gaurav Shah
Gaurav Shah, M.D., age 50, has served as Rocket Pharmaceuticals’ Chief Executive Officer and a director since January 2018, after joining Private Rocket as CEO in September 2015 . He holds a B.A. in Behavioral Neuroscience from Harvard University and an M.D. from Columbia University; he completed internal medicine residency at Brigham & Women’s Hospital/Harvard Medical School and a hematology/oncology fellowship at Memorial Sloan Kettering Cancer Center . Company performance indicators disclosed in the proxy show cumulative TSR of $55.23 on a $100 base through 2024 and net income of -$258.7 million in 2024 . Shah is not an independent director under Nasdaq rules .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Novartis | Global Program Head for CART-19; Global Clinical Program Head for CTL-019 & Biosimilars; Global Clinical Leader for Afinitor | 2011–2015 | Participated in programs leading to approvals, including CTL-019 in pediatric ALL, the first U.S. cell and gene therapy approval |
| Eli Lilly and Company | Medical Director | 3 years (prior to Novartis) | Oversaw clinical development, including olaratumab |
| Columbia University | Assistant Professor of Medicine/Oncology | Prior to industry (years not disclosed) | Academic/clinical leadership prior to industry roles |
External Roles
| Organization | Role | Years |
|---|---|---|
| Rocket Pharmaceuticals Board | Director since 2018 | 2018–present |
| Talaris Therapeutics, Inc. | Board Member | Current as of Apr 30, 2025 |
| Altheia Science (private) | Board Member | Current as of Apr 30, 2025 |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2022 | 598,333 | As reported in Summary Compensation Table |
| 2023 | 625,000 | SCT-reported |
| 2024 | 635,880 | SCT-reported; committee raised CEO base to $655,200 effective Mar 1, 2024 for benchmarking, but SCT shows paid salary for 2024 |
| Year | Total Compensation ($) | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) |
|---|---|---|---|---|---|---|
| 2022 | 6,553,203 | 598,333 | 1,814,989 | 3,684,991 | 434,390 | 20,500 |
| 2023 | 8,013,553 | 625,000 | 2,330,993 | 4,668,994 | 375,000 | 13,566 |
| 2024 | 6,841,407 | 635,880 | 1,997,976 | 4,001,997 | 190,764 | 14,790 |
Performance Compensation
| Component | Metric | Target | Actual | Weighting/Multiplier | Vesting/Timing | Notes |
|---|---|---|---|---|---|---|
| Annual Cash Incentive (2024) | Corporate objectives across pipeline, market readiness, ESG/compliance (no thresholds; committee discretion) | $381,528 (60% of base) | $190,764 | Corporate performance factor 80%; Individual multiplier 62.5% → 50% payout of target | Paid post performance year | Objectives evaluated Feb 2025 at 80% due to BLA timing impacts and overall progress |
| Equity Awards (2024) | RSUs | 66,577 units | N/A | N/A | 1/3 on first anniversary; remaining 2/3 in equal quarterly installments over next 2 years | Grant date Feb 16, 2024; aggregate grant-date fair value $1,997,976 |
| Equity Awards (2024) | Stock Options | 196,366 options @ $30.01 | N/A | N/A | Same 3-year schedule as RSUs (1/3 at year 1; remaining quarterly) | Grant date Feb 16, 2024; aggregate grant-date fair value $4,001,997 |
Pay-versus-performance (context):
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR ($100 base) | $240.95 | $95.91 | $85.98 | $131.68 | $55.23 |
| Net Income ($000s) | (139,700) | (169,069) | (221,863) | (245,595) | (258,746) |
Additional 2025 LT equity calibration: committee reduced Shah’s 2025 aggregate target equity value to $2.695 million (-55% YoY) based on 2024 performance .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 3,209,364 shares (3.0% of outstanding) as of Apr 21, 2025 |
| Beneficial breakdown | 1,000,052 direct; 207,897 spouse; 198,341 Shah Irrevocable Trust; 1,995,995 options exercisable within 60 days; 192,738 RSUs vesting within 60 days |
| Unvested RSUs at 12/31/24 | 124,876 units; market value $1,569,691 (at $12.57 close on 12/31/24) |
| 2024 RSU vesting realized | 99,816 shares vested; value realized $2,350,559 |
| Ownership guidelines | CEO must hold ≥3x base salary; 5-year phase-in; retention rules if below minimum |
| Hedging/pledging | Hedging prohibited; pledging prohibited without prior full Board approval; trading subject to blackout, pre-clearance or Rule 10b5-1 plans |
| Clawback | Company clawback (Mar 2022) and Nasdaq Rule 5608 policy adopted (Sep 2023) covering incentive comp and restatements |
| Equity pool context | 17.53 million securities outstanding under plans; 3.19 million available for future issuance as of 12/31/24 |
No pledging by Shah is disclosed in the proxy; pledging would require Board approval under policy .
Employment Terms
| Scenario | Cash Severance ($) | Acceleration of Equity ($) | Health Care Continuation ($) | Total ($) |
|---|---|---|---|---|
| Termination w/o Cause or Resignation for Good Reason (not CIC) | 1,048,320 | — | 31,308 | 1,079,628 |
| Death or Disability | 393,120 | 1,569,691 | — | 1,962,811 |
| Termination w/o Cause or Resignation for Good Reason within 12 months following Change in Control | 1,375,920 (includes 18 months salary) | 1,569,691 | 46,962 | 2,992,573 |
Key terms:
- Severance multiples: 12 months salary + 12 months COBRA; double-trigger CIC: 18 months salary + target bonus + 18 months COBRA .
- Equity acceleration: 100% of unvested options/RSUs accelerate upon qualifying termination within 12 months post “Sale Event”; death/disability also accelerate (options exercisable for 12 months) .
- Definitions: Cause/Good Reason/Change in Control as defined in agreements; no excise tax gross-ups—payments reduced to avoid Section 4999 excise tax where beneficial .
Board Governance
- Role and independence: Shah is CEO and a director (since 2018) but not independent under Nasdaq rules .
- Committee service: Compensation, Audit, Nominating, Commercial, and R&D committees are composed of independent directors; Shah is not listed as a member of any committee .
- Board leadership: Chair is Dr. Roderick Wong (not independent); Board has separate Chair and CEO roles; there is no Lead Independent Director; independent directors meet in regular executive sessions without the Chair and CEO present .
- Attendance: Board held four meetings in 2024; each director then in office attended at least 75% of Board and applicable committee meetings; directors attended the 2024 annual meeting .
- Director pay: Shah receives no compensation for director service; director compensation is paid to non-employee directors via cash retainers and annual/new-hire option grants per policy .
Compensation Structure Analysis
- Pay mix and design: Equity-centric with approximately two-thirds options and one-third RSUs for NEOs; RSUs provide predictable value, options align value to stock appreciation; no single-trigger vesting; no repricing without stockholder approval; no tax gross-ups .
- Annual bonus design: No formulaic thresholds/maximums; committee discretion used to assess holistic progress; 2024 corporate factor set at 80% of target due to BLA timing impacts and overall pipeline progress .
- Peer benchmarking: Semler Brossy serves as independent consultant; peer group of late-stage biotech/gene therapy comparables informed 2024 pay positioning and 2025 design; committee reviewed and adjusted peers in Sep 2024 .
Selected peer group companies (2024 cohort): Agios (AGIO), Allogene (ALLO), Amicus (FOLD), Beam (BEAM), bluebird (BLUE), BridgeBio (BBIO), CRISPR (CRSP), Editas (EDIT), Intellia (NTLA), Krystal (KRYS), Mirati (MRTX, pre-merger), Regenxbio (RGNX), Replimune (REPL), Rhythm (RYTM), Tenaya (TNYA), Ultragenyx (RARE), uniQure (QURE) .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approved by approximately 98.4% of votes cast; company conducts annual Say‑on‑Pay; next frequency vote by or before 2027 .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (pledging only with Board approval); insider trading policy mandates preclearance/blackouts/10b5‑1 plans; policy publicly filed as Exhibit 19 to 2024 10‑K .
- Clawbacks: Company and Nasdaq-mandated clawback policies adopted in 2022 and 2023 .
- Section 16: One late Form 4 for Shah related to May 14, 2024 RSU vesting was filed May 20, 2024 (and other directors had late filings around grants) .
- Governance structure: No Lead Independent Director and non‑independent Chair; independent directors hold executive sessions to mitigate .
Investment Implications
- Alignment and retention: Large personal stake (3.0% of shares outstanding) and significant unvested RSUs/options, coupled with double‑trigger equity acceleration and 18‑month CIC severance, should support retention through pivotal regulatory and clinical milestones .
- Compensation discipline: 2025 equity target for Shah was cut ~55% YoY after a year of negative TSR and delayed BLAs, signaling active pay-for-performance calibration by the committee .
- Governance considerations: Absence of a Lead Independent Director and a non‑independent Chair warrant monitoring; however, independent committees, executive sessions, clawbacks, and robust anti-hedging/pledging policies mitigate risk .
- Trading signals: 2024 RSU vesting was material in value; while sells are not disclosed in the proxy, insider trading is governed by stringent policy and retention guidelines require ownership multiples, reducing near-term selling pressure risk if guidelines are unmet .