John Militello
Vice President of Finance, Treasurer, Principal Accounting Officer at ROCKET PHARMACEUTICALS
Executive
About John Militello
John Militello, CPA (age 51 as of April 30, 2025) serves as Vice President of Finance, Treasurer, and Principal Accounting Officer at Rocket Pharmaceuticals. He joined Rocket as Controller in January 2018 and served as Interim Principal Financial Officer from March 2022–March 2024, bringing prior public-company finance leadership and audit experience from Immune Pharmaceuticals, Travere Therapeutics (Retrophin), Volt Information Sciences, and BDO USA. Education: B.S. in Accounting (St. Joseph’s College); Certified Public Accountant . Company performance context: Rocket’s cumulative TSR in the five-year “Pay vs Performance” disclosure fell to $55.23 for 2024 (from $131.68 in 2023), while net income was a loss of $258.7 million in 2024, underscoring pre-commercial stage volatility and capital needs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rocket Pharmaceuticals | Controller | Jan 2018 onward (Controller role) | Built finance infrastructure through growth and reverse-merger integration . |
| Rocket Pharmaceuticals | Interim Principal Financial Officer | Mar 2022 – Mar 2024 | Led finance function during CFO transition; maintained SOX compliance . |
| Immune Pharmaceuticals | VP Finance & Principal Financial/Accounting Officer | Apr 2015 – Nov 2017 | Public-company financial leadership and reporting . |
| Travere Therapeutics (Retrophin) | Assistant Controller | Not disclosed | Operational finance in biotech; SEC reporting support . |
| Volt Information Sciences | Manager, External Reporting & Compliance | Not disclosed | SEC reporting for a listed staffing company . |
| BDO USA | Senior Manager, Biotech Audit Practice | Not disclosed | Audited multi-national SEC registrants (biotech), strengthening technical accounting . |
External Roles
No public-company directorships or external board roles disclosed for Militello .
Fixed Compensation
Multi-year NEO compensation summary (USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $376,788 | $409,014 | $341,455 |
| Target Bonus % of Salary | 30% | 30% | 30% |
| Target Bonus $ | $104,036 (calc from 30% of 2022 salary; paid as non‑equity incentive $104,133) | $95,252 target; paid $100,014 (105% of target) | $96,118 target; paid $69,205 (72% of target) |
| All Other Compensation | $20,500 | $13,566 | $14,951 |
| Total Compensation | $1,751,386 | $1,527,570 | $1,175,588 |
Notes:
- 2023 included a $5,000 one-time bonus for Renovacor acquisition work .
- 2024 salary decline reflects end of interim PFO stipend in Mar 2024 and adjustments .
Performance Compensation
Annual Cash Incentive Framework and Outcome (2024)
| Component | Metric/Design | Target | Actual | Payout Mechanics | Payout ($) |
|---|---|---|---|---|---|
| Corporate Objectives | Advance pipeline; bring products to market; expand preclinical; reputation/visibility; quality/compliance | Qualitative (no threshold/maximum) | Achieved at 80% of target (Comp Committee) | Corporate factor applied to all NEOs | — |
| Individual Performance | Role-specific achievements | Notional | 90% (Militello) for internal controls and SOX compliance | Individual multiplier applied | — |
| Overall Bonus | Company × Individual | $96,118 (30% of salary) | 80% × 90% = 72% | 72% of target | $69,205 |
- 2023 bonus paid at 105% of target ($100,014) on individual outperformance; corporate goals at 100% .
Equity Awards (2024)
| Award Type | Grant Date | Shares/Units | Exercise Price | Vesting | Grant Date Fair Value |
|---|---|---|---|---|---|
| Stock Options | 2/16/2024 | 24,545 | $30.01 | 1/3 on 1st anniversary; remainder quarterly over 2 years | $500,234 |
| RSUs | 2/16/2024 | 8,322 | — | Same 3-year schedule as above | $249,743 |
Vesting and overhang context:
- 2024 year-end unvested RSUs: 33,450 units (market value $420,467 at $12.57 close on 12/31/2024) .
- Unexercisable options at 12/31/2024: 52,752 units (sum across 2022–2024 grants) .
- Majority of options struck above $12.57 (e.g., $20.04, $19.05, $30.01), implying options largely underwater at 2024 year-end; exceptions include $10.85 and $12.55 tranches .
2024 realized equity value (vesting):
| Name | RSUs Vested (Shares) | Value Realized |
|---|---|---|
| John Militello | 18,944 | $445,488 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (as of April 21, 2025) | 271,518 shares; less than 1% of 106,785,606 shares outstanding . |
| Ownership Composition (footnote) | 18,702 common shares; 211,946 options exercisable within 60 days; 40,870 RSUs vesting within 60 days . |
| Stock Ownership Guidelines | Execs must hold ≥1× base salary; CEO ≥3×; 5-year phase-in from Mar 2022; retention obligations if under threshold . |
| Hedging/Pledging Policy | Hedging prohibited; pledging prohibited without full Board approval; blackout periods; 10b5‑1 plans encouraged for executives . |
| Clawbacks | Board-adopted clawback (Mar 2022) and Nasdaq Rule 5608-compliant policy (effective Oct/Dec 2023) for incentive comp recovery . |
| Insider Selling | No Form 4 for Militello found in our document search; maintain monitoring cadence [SearchDocuments: Form 4 none]. |
Employment Terms
| Provision | Key Terms |
|---|---|
| Program | Participates in Company Severance & Change-in-Control Program . |
| Termination Without Cause/Good Reason (no CIC) | Lump sum cash $247,200; healthcare continuation $21,628 . |
| Change-in-Control (CIC) + Qualifying Termination (within 12 months) | Lump sum cash $428,480; healthcare continuation $28,838; 100% acceleration of unvested options/RSUs under award agreements upon termination within 12 months post Sale Event . |
| Sale Event Definition | Sale of substantially all assets; merger/reorg where pre-CIC holders don't retain majority; sale of all stock; other transaction resulting in loss of majority voting control . |
| Cause/Good Reason | Cause includes material breach, felony/moral turpitude, willful non-performance; Good Reason includes material adverse job change, pay cut, or relocation >50 miles (with cure process) . |
| Payment Timing | Cash severance payable in lump sum within 14 days post-effective release (timing safe-harbored if straddling calendar years) . |
| Tax Gross-ups | None provided (Section 280G/4999 cut-back if beneficial) . |
Change from 2023 levels reflects equity value sensitivity:
- 2023 CIC illustrative total: $2.62 million (driven by RSU/option value at $29.97 close) versus $0.88 million total in 2024 CIC table at $12.57 close and smaller unvested balances .
Performance & Track Record
- 2024 achievements recognized: continued build-out of internal controls and maintenance of SOX compliance; individual multiplier set at 90% .
- 2023 achievements recognized: created dynamic planning process; bonus paid at 105% of target .
- Company-level context: TSR dropped in 2024 to $55.23 vs peer group $113.84; net losses remain substantial (-$258.7 million in 2024), highlighting funding and regulatory execution risks typical of late-stage gene therapy platforms .
Compensation Structure Analysis
- Pay mix: Heavy equity (options ~67%, RSUs ~33% for NEOs) aligns long-term value creation; Militello’s 2024 target equity decreased ~25% year over year to $750k grant-date value, consistent with broader CEO/NEO reductions on performance calibration .
- Annual incentives: Non-formulaic corporate objectives with qualitative assessment; 2024 corporate performance funded at 80%, providing downside sensitivity to regulatory timing (LAD-I CRL and FA filing delays) .
- Governance: Independent comp consultant (Semler Brossy), clawbacks, ownership guidelines, prohibition on hedging/pledging, and no tax gross-ups mitigate misalignment risks .
Equity Ownership & Vesting Schedule Detail (Militello, selected tranches)
| Grant | Exercisable/Unexercisable | Strike | Expiration | Notes |
|---|---|---|---|---|
| Option (2/14/2023) | 28,667 / 21,131 | $20.04 | 2/14/2033 | Standard 3‑year schedule . |
| Option (2/16/2024) | — / 24,545 | $30.01 | 2/15/2034 | New 2024 grant . |
| RSUs (various 2022–2024) | 33,450 unvested | — | — | 1/3 at 1st anniversary; remainder quarterly . |
Pricing reference for in-the-money status: $12.57 close on 12/31/2024 for RSU valuation and option comparison .
Say‑on‑Pay & Peer Group
- 2024 Say‑on‑Pay approval: ~98.4% of votes cast (strong support) .
- Compensation peer group used in 2024–2025 design includes Agios, Allogene, Amicus, Beam, BridgeBio, CRISPR, Editas, Intellia, Krystal, Regenxbio, Replimune, Rhythm, Arrowhead, Day One, Denali, Kura, etc. (updates in Sep 2024) .
Investment Implications
- Alignment: Militello’s pay is largely at-risk/equity, with ownership, clawback, and anti-hedging/pledging policies reinforcing alignment; high Say‑on‑Pay support signals investor confidence in compensation design .
- Selling pressure: RSUs vest quarterly and a moderate block is scheduled (40,870 within 60 days from Apr 21, 2025). However, most options are underwater at 2024 year-end strikes, limiting near-term exercise-driven supply; no recent Form 4 for Militello found in our search [SearchDocuments: Form 4 none].
- Retention risk: CIC severance is modest relative to senior peers and is double‑trigger, which curbs windfalls yet may elevate retention sensitivity amid regulatory delays; 2025 equity target for Militello decreased ~41% YoY per proxy guidance—monitor morale/retention vs. pipeline milestones .
- Execution: 2024 corporate payout reduction to 80% ties payouts to milestone slippage (LAD‑I CRL, FA timing), consistent with pay-for-performance philosophy; watch the cadence of BLA resubmissions and pivotal dosing to gauge 2025 incentive outcomes .
Overall, Militello’s compensation and ownership structure present low misalignment risk and limited forced selling catalysts near term; company execution on regulatory milestones is the primary lever for value accretion and incentive realization .