Jonathan Schwartz
About Jonathan Schwartz
Jonathan Schwartz, M.D. is Rocket Pharmaceuticals’ Chief Medical & Gene Therapy Officer (age 61 as of April 30, 2025), with >20 years spanning academic oncology and biopharma drug development; he joined Private Rocket in January 2016, became Rocket’s CMO at the January 2018 reverse merger, transitioned to Chief Gene Therapy Officer in April 2023, and to his current role in March 2024 . His background includes Vice President of Clinical Development at Stemline Therapeutics (since 2014) and seven years in leadership at Eli Lilly, following an Associate Professorship at Mount Sinai and fellowship training at Mount Sinai and New York Presbyterian; he holds a B.A. from Brown and M.D. from Washington University . During his tenure, Rocket’s pay-versus-performance disclosure shows cumulative TSR translating a $100 initial investment to $55.23 in 2024 (after $131.68 in 2023), and net losses consistent with late-stage development (2024 net income -$258,746k), framing the operating backdrop for performance-based pay decisions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Private Rocket (pre-merger) | Chief Medical Officer & Head of Clinical Development | 2016–2018 | Built clinical strategy leading into reverse merger and Rocket’s public platform . |
| Rocket Pharmaceuticals | Chief Medical Officer | 2018–2023 | Led clinical development across gene therapy programs through pivotal preparations . |
| Rocket Pharmaceuticals | Chief Gene Therapy Officer | 2023–2024 | Focused company’s gene therapy strategy and rare disease portfolio . |
| Rocket Pharmaceuticals | Chief Medical & Gene Therapy Officer | 2024–Present | Integrates medical leadership with GT strategy and execution . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stemline Therapeutics | Vice President, Clinical Development | 2014–2016 | Oversaw anticancer, vaccine, and small-molecule platforms . |
| Eli Lilly | Vice President, Clinical Science (and other leadership roles) | ~7 years (pre-2014) | Led programs including ramucirumab across multiple teams . |
| Mount Sinai Medical Center | Associate Professor of Medicine | Prior to industry | Directed Heme/Onc fellowship; translational research in hepatobiliary cancers . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $434,600 | $447,433 | $454,200 |
| Target Bonus (% of Salary) | 40% | 40% | 40% |
| Target Bonus ($) | $173,840 | $178,973 | $181,680 |
| Actual Bonus Paid ($) (Non-Equity Incentive) | $189,420 | $196,871 | $145,344 |
Notes:
- 2024 bonus payout reflected 80% corporate performance and 100% individual multiplier, yielding 80% of target ($145,344) .
Performance Compensation
- Annual cash incentive structure: corporate objectives (pipeline, regulatory filings, reputation/compliance) and individual goals; payout determined via company performance factor and individual multiplier . In 2024, company performance was 80% of target; Schwartz’s individual multiplier was 100% . In 2023, company performance achieved 100% of target and Schwartz’s individual was 110% .
| Component | Metric/Structure | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Cash Incentive (2024) | Corporate objectives + individual goals | $181,680 (40% of salary) | Corp 80%; Individual 100% | $145,344 | Paid following year per proxy tables . |
| RSUs (2024 grant) | Time-based RSUs | 19,418 units | N/A | $582,734 grant-date fair value | 1/3 on 2/16/2025; remainder in equal quarterly installments over next 2 years . |
| Stock Options (2024 grant) | Time-based options | 57,273 options @ $30.01 | N/A | $1,167,241 grant-date fair value | Same 3-year schedule: 1/3 on 2/16/2025; remainder quarterly . |
- Program design: mix of options (~67% by GDFV) and RSUs (~33%) for NEOs (excluding select PSU use for other execs); emphasizes at-risk equity aligned to stock appreciation .
Multi-Year Compensation Profile (Context)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | $894,988 | $832,482 | $582,734 |
| Option Awards ($) | $1,004,996 | $1,667,492 | $1,167,241 |
| Non-Equity Incentive ($) | $189,420 | $196,871 | $145,344 |
| Total ($) | $2,532,457 | $3,157,844 | $2,364,309 |
Equity Ownership & Alignment
- Beneficial ownership:
- 2025: 686,568 shares; indicated as less than 1% of outstanding .
- 2024: 548,323 shares; indicated as less than 1% of outstanding .
| Date | Shares Beneficially Owned | % of Class |
|---|---|---|
| April 21, 2025 | 686,568 | <1% (star notation) |
| April 16, 2024 | 548,323 | <1% (star notation) |
- Unvested RSUs at FY-end 2024: 61,784 units; market value $776,625 (using $12.57 closing price) .
- Options outstanding (selected entries, FY-end 2024):
- Unexercisable: 57,273 @ $30.01 expiring 2/14/2034 ; 51,823 @ $20.04 expiring 2/14/2033 ; 6,785 @ $19.05 expiring 2/14/2032 .
- Exercisable legacy grants include, e.g., 38,310 @ $1.21 expiring 2/8/2026; 60,000 @ $18.75 expiring 3/29/2028; 75,000 @ $14.56 expiring 1/28/2029; 75,000 @ $22.72 expiring 2/6/2030 .
- Vesting schedules: 2024 RSUs and options vest one-third on the first anniversary of grant and the remainder in equal quarterly installments over the following two years .
- Hedging/pledging: Company policy prohibits hedging and prohibits pledging Company securities without full Board approval; short sales and derivative transactions are disallowed .
- Stock ownership guidelines: Executive officers must hold Company equity equal to at least one times base salary (CEO: 3x), with a five-year phase-in and share retention obligations if below thresholds .
Employment Terms
- Severance & change-in-control provisions (Severance Agreements; entered October 2018):
- Termination without Cause or resignation for Good Reason: lump sum base salary (9 months for Schwartz) and Company-paid COBRA (9 months), subject to release .
- Double-trigger change-in-control (within 12 months post-transaction): base salary (12 months for Schwartz) plus annual bonus amount for the termination year and Company-paid COBRA (12 months), subject to release .
- Definitions: Good Reason includes material adverse change in duties, material reduction in base/bonus, or relocation >50 miles; Cause includes material breach, felony or crime of moral turpitude, or material misconduct/willful nonperformance .
- Equity acceleration: 100% acceleration of unvested options and RSUs upon termination without Cause or for Good Reason within 12 months following a Sale Event (and upon death or permanent and total disability) under the 2014 Plan; options post-death/disability are exercisable for 12 months .
| Scenario (as of 12/31/2024) | Cash Severance ($) | Equity Acceleration ($) | Healthcare Continuation ($) | Total ($) |
|---|---|---|---|---|
| Termination without Cause / Good Reason (no CIC) | 538,200 | — | 31,988 | 570,188 |
| Death or Disability | 187,200 | 776,625 | — | 963,825 |
| Double-trigger CIC (within 12 months) | 655,200 | 776,625 | 42,651 | 1,474,476 |
- Clawback: Board-adopted clawback policy (March 2022) and Nasdaq Rule 5608 policy (September 2023) mandate recovery of certain incentive-based cash and equity compensation upon restatements or specified misconduct/incorrect calculations .
- Perquisites: Limited; 401(k) match ($13,800) and $50,000 company-paid life insurance are referenced in proxy footnotes .
Performance & Track Record Context
- Corporate achievements affecting incentives:
- 2024: EMA acceptance of RP-L102 MAA, rolling BLA initiated for RP-L102, RP-A501 Phase 2 pivotal study enrollment complete; LAD-I BLA CRL impacted timing; equity financing raised ~$182.5M .
- 2023: FDA accepted LAD-I BLA (priority review), IND clearance for PKP2-ACM, positive RP-A501 Phase 1 data, facility build-out, equity issuance ~$188.9M net .
- Annual bonus assessments: In 2024 corporate performance assessed at 80% of target; Schwartz’s individual multiplier 100% citing pipeline advancement and GT contributions . In 2023 corporate performance 100%; Schwartz individual 110% .
- Pay-versus-Performance:
- TSR: Value of initial $100 investment was $240.95 (2020), $95.91 (2021), $85.98 (2022), $131.68 (2023), $55.23 (2024), highlighting volatility typical of clinical catalysts .
- Net income: ($139,700k) in 2020; ($169,069k) in 2021; ($221,863k) in 2022; ($245,595k) in 2023; ($258,746k) in 2024 .
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| TSR – $100 Initial Investment | $95.91 | $85.98 | $131.68 | $55.23 |
| Net Income ($000s) | ($169,069) | ($221,863) | ($245,595) | ($258,746) |
Governance, Peer Group, and Say-on-Pay
- Compensation peer group: Set in September 2023 (e.g., AGIO, ALLO, FOLD, BEAM, BLUE, BBIO, CRSP, EDIT, NTLA, KRYS, MRTX, RGNX, REPL, RYTM, TNYA, RARE, QURE), with changes in September 2024 (adds: ARWR, DAWN, DNLI, KURA; removes: 4DMT, BLUE, MRTX, TNYA, QURE), guiding pay benchmarks without rigid percentiles .
- Independent consultant: Semler Brossy engaged; independence confirmed; supports peer selection and pay design .
- Say-on-Pay: 2024 approval ~98.4% of votes cast, indicating strong shareholder support for NEO pay program .
Investment Implications
- Alignment and incentive quality: Schwartz’s pay is predominantly at-risk via options/RSUs with three-year vesting, and cash incentives linked to qualitative corporate objectives; no PSUs for him, limiting direct linkage to quantitative KPIs but consistent with late-stage biotech program milestones .
- Retention risk: Double-trigger CIC protection (12 months base + bonus + COBRA) and equity acceleration on qualifying post-CIC terminations reduce flight risk during strategic transactions; standard severance (9 months base + COBRA) is competitive but not excessive .
- Insider selling pressure: RSU/option vesting cadence (1/3 at first anniversary; quarterly thereafter) creates predictable supply; hedging/pledging prohibitions and ownership guidelines support alignment; no pledged shares disclosed for Schwartz .
- Governance signals: Strong say-on-pay support (98.4%), use of independent consultant, and clawback adoption imply robust pay governance, which should mitigate compensation-related controversy risk .
- Performance context: Volatile TSR reflects clinical/regulatory outcomes; bonuses flex with corporate goal attainment (e.g., 80% in 2024 after program delays), indicating pay responsiveness to execution .