Gotham Makker
About Gotham Makker
Gotham Makker, M.D., has served as an independent director of Rocket Pharmaceuticals (RCKT) since January 2018, bringing 20+ years of healthcare investing and capital markets experience. He is Head of Strategic Investments at RTW (since 2019), and previously was CEO of Simran Investment Group (2005–2019), healthcare PM/principal at Citadel (2002–2005), analyst at Oracle Partners (2000–2001), and senior analyst at Hambrecht & Quist (1999–2000). Dr. Makker holds an M.D. from the University of Nebraska Medical School and completed the Sarnoff cardiovascular research fellowship at Columbia University and Harvard Medical School/Brigham & Women’s Hospital . The Board has determined he is “independent” under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RTW | Head of Strategic Investments | 2019–present | Healthcare investing, strategic capital deployment |
| Simran Investment Group, LLC | Chief Executive Officer | 2005–2019 | Equity investing leadership |
| Citadel Investment Group LLC | Healthcare Portfolio Manager & Principal | 2002–2005 | Biotech/med device sector coverage |
| Oracle Partners LP | Analyst (biotech & med device) | 2000–2001 | Sector analysis |
| Hambrecht & Quist | Senior Analyst, Life Sciences Investment Banking | 1999–2000 | Life sciences banking analysis |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Health Sciences Acquisitions Corporation | Director (prior) | Not disclosed | Not disclosed |
Board Governance
- Committee memberships: Compensation Committee member (current composition: Granadillo—Chair, Boess, Makker); Research & Development Committee member (Chair: Björk) .
- Independence: Board-determined independent (Nasdaq Section 5605); 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 applicable committee meetings; all directors attended the 2024 annual meeting .
- Committee activity: In 2024, Audit met 4 times, Compensation met 5 times, Nominating & Governance met 2 times; R&D met once .
- Compensation Committee interlocks: none requiring disclosure; no member was an officer/employee of Rocket; no cross-compensation committee interlocks with other issuers .
Committee Assignments (2024–2025)
| Committee | Role | Meetings (2024) |
|---|---|---|
| Compensation Committee | Member | 5 |
| Research & Development Committee | Member | 1 |
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $45,793 |
- Note: Dr. Makker elected to receive options in lieu of his 2024 cash retainer with grant-date fair value equal to the cash retainer he otherwise would have received .
Performance Compensation
| Component | 2024 Grant-Date Fair Value | Structure/Notes |
|---|---|---|
| Option Awards ($) | $359,990 | Annual director option grant program; grant-date fair value computed per FASB ASC 718 . |
| Performance Metric | Disclosure | Source |
|---|---|---|
| Performance-based metrics tied to director equity | None disclosed for directors; director equity granted as options with no stated performance conditions |
- Unexercised options held (as of Dec 31, 2024): 254,155 options .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock |
|---|---|---|
| RTW Investments, LP | Employer; Dr. Makker is Head of Strategic Investments | RTW is a 17.0% stockholder in Rocket; Board Chair Dr. Roderick Wong is Managing Partner/CIO at RTW—potential influence linkage . |
- Independence context: Despite RTW affiliation, the Board determined Dr. Makker is independent; he has no voting or dispositive power over RTW’s Rocket shares .
Expertise & Qualifications
- Education: M.D., University of Nebraska Medical School; Sarnoff cardiovascular research fellowship at Columbia University and Harvard Medical School/Brigham & Women’s Hospital .
- Skills: Healthcare investing, biotech/med device sector analysis, life sciences IB exposure—aligned with Compensation and R&D committee oversight .
Equity Ownership
| Holder | Shares | % of Class | Notes |
|---|---|---|---|
| Gotham Makker, M.D. | 848,544 | <1% | Includes 621,500 shares held by Simran Investment Group and 227,044 options exercisable within 60 days (beneficial ownership rules) . |
| Breakdown | Shares/Options |
|---|---|
| Simran Investment Group (beneficially attributable to Makker under SEC rules) | 621,500 shares |
| Options exercisable within 60 days | 227,044 |
| Total unexercised options held (Dec 31, 2024) | 254,155 |
- Ownership guidelines: Non-Employee Directors must hold equity equal to 1x annual retainer within 3 years of guideline adoption/appointment; individual compliance status not disclosed .
Insider Trades and Filings
| Date (Event) | Form | Event/Grant | Filing Date |
|---|---|---|---|
| June 13, 2024 (option grants to directors) | Form 4 | Director option grants | June 20, 2024 (filed) |
| September 26, 2024 (option grants to directors) | Form 4 | Director option grants | October 29, 2024 (filed) |
- Section 16(a) compliance: Rocket reported certain director Form 4s (including Dr. Makker) filed late in 2024 as above .
Governance Assessment
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Alignment: Electing options in lieu of cash retainer indicates higher equity exposure and alignment with shareholders; annual director option grants are standard for Rocket .
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Independence and conflicts: The Board deems Dr. Makker independent; however, his RTW employment and RTW’s 17.0% ownership, alongside RTW’s Chairman serving as Rocket’s Board Chair, create a structural interlock that warrants monitoring for compensation and R&D decisions. The proxy specifies he has no voting/dispositive power over RTW’s Rocket shares, mitigating direct control concerns .
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Engagement: Attendance met thresholds; participation on Compensation and R&D committees supports board effectiveness; R&D committee met once in 2024; Compensation met five times, consistent with oversight intensity for pay and equity programs .
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RED FLAGS:
- Related-party dynamics: RTW financing transactions and leadership ties (Board Chair, major holder) elevate perceived conflicts risk; continued disclosure and Audit Committee oversight of related-party transactions is important .
- Filing timeliness: Late Form 4 filings in 2024, while corrected, are a minor governance blemish; monitor for recurring issues .
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Bottom line: Makker’s investing expertise is additive for Compensation and R&D oversight; equity-heavy director pay and personal holdings support alignment. RTW affiliations necessitate vigilant committee independence and related-party review to sustain investor confidence .