Piratip Pratumsuwan
About Piratip Pratumsuwan
Piratip Pratumsuwan (age 33) joined the Rocket Pharmaceuticals (RCKT) Board in January 2025 as an independent director; he is a Managing Director, Research Analyst at RTW, where he has led firm-wide research and investment efforts in gene therapy and gene editing since joining in 2014, and holds an M.A. in Biotechnology (Columbia University) and a B.S. in Biochemistry (McGill University) . The Board’s independence review determined Mr. Pratumsuwan qualifies as an “independent” director under Nasdaq rules despite RTW’s status as RCKT’s largest shareholder; independent directors hold regular executive sessions and the Board has no lead independent director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RTW Investments, LP | Managing Director, Research Analyst; leads gene therapy/gene editing research and investments across public, private, and academic institutions | 2014–present | Integral to firm investment strategy; specialized domain focus (gene therapy/editing) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No other public company directorships or external board roles disclosed in the proxy |
Board Governance
- Independence: Board determined Mr. Pratumsuwan is independent under Nasdaq rules; independent directors meet in executive sessions; the Board has no lead independent director .
- Board/Committee activity: In 2024, the Board met 4 times; each director then in office attended at least 75% of Board and relevant committee meetings; annual meeting attendance was universal .
- Committee assignments: The proxy’s committee membership table does not list Mr. Pratumsuwan for Audit, Compensation, Nominating & Corporate Governance, Commercial, or R&D committees as of the disclosed roster; committee chairs and financial experts are identified for other directors .
- Overboarding: The Nominating & Corporate Governance Committee reviews candidate professional commitments for adequate time/attention before nomination .
Fixed Compensation
| Component | Structure | Amount | Notes |
|---|---|---|---|
| Annual Board retainer (non-employee director) | Cash | $40,000 | Chairman receives equity only, no cash |
| Audit Committee – Member | Cash | $10,000 | |
| Audit Committee – Chair | Cash | $20,000 | |
| Compensation Committee – Member | Cash | $7,500 | |
| Compensation Committee – Chair | Cash | $15,000 | |
| Nominating & Corporate Governance – Member | Cash | $5,000 | |
| Nominating & Corporate Governance – Chair | Cash | $15,000 | |
| Commercial Committee – Member | Cash | $7,500 | |
| Commercial Committee – Chair | Cash | $15,000 | |
| R&D Committee – Member | Cash | $7,500 | |
| R&D Committee – Chair | Cash | $15,000 |
Additional policy constraints: Annual director compensation is capped at the lesser of $1,000,000 ($1,500,000 for first-year directors) or the 75th percentile vs. peer group; non-employee directors may elect options in lieu of cash retainers (fair value equal to cash) .
Performance Compensation
| Equity Instrument | Grant Feature | Vesting | Notes |
|---|---|---|---|
| Annual director option in lieu of cash | Option elected equal to cash retainer FV | Vests in full on first anniversary of grant date | Available election for non-employee directors |
| New director one-time option grant | Option grant upon election | Terms/size authorized by Board | Policy provides for a one-time grant when joining the Board |
No director performance metrics (e.g., TSR, revenue, ESG) are tied to non-employee director compensation; equity awards are time-based as described .
Other Directorships & Interlocks
| Topic | Details |
|---|---|
| Largest shareholder | RTW Investments LP beneficially owns ~18.19M shares (17.0% of class) |
| Board interlock | Chairman Roderick Wong (RTW Managing Partner/CIO) is not independent; Mr. Pratumsuwan is employed by RTW but deemed independent by Board |
| Related-party transactions | 9/15/2023 public offering included 3.1M pre-funded warrants sold to RTW-affiliated funds ($50M net proceeds); 12/12/2024 private placement of pre-funded warrants (400,000 shares) to an RTW affiliate (~$4.7M net proceeds); related person transactions overseen by Audit Committee per policy |
Expertise & Qualifications
- Domain expertise: Gene therapy and gene editing (leads RTW’s efforts) .
- Education: M.A. Biotechnology (Columbia University), B.S. Biochemistry (McGill University) .
- Board qualifications: Healthcare investment and research experience cited as rationale for nomination .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | As of |
|---|---|---|---|
| Piratip Pratumsuwan | — | — | April 21, 2025 |
Director stock ownership guidelines require non-employee directors to own at least 1x annual retainer value within three years of appointment; for Mr. Pratumsuwan (appointed January 2025), the compliance horizon is three years from appointment under the policy . Hedging and pledging of Company stock are prohibited for directors (pledging only with full Board approval) under the insider trading policy .
Governance Assessment
- Independence and conflicts: The Board classifies Mr. Pratumsuwan as independent despite his RTW employment, while concurrently the Chairman (also affiliated with RTW) is non-independent; RTW is the largest shareholder and has participated in Company financings, creating a perceived interlock that warrants continued scrutiny of recusals and Audit Committee oversight of related-person transactions .
- Ownership alignment: No beneficial ownership disclosed for Mr. Pratumsuwan as of April 21, 2025; he must meet 1x annual retainer ownership within three years, and hedging/pledging restrictions support alignment, but near-term ownership build will be an investor focus .
- Committee engagement: Committee roster does not include Mr. Pratumsuwan as of the proxy’s disclosed membership; future committee assignments (e.g., R&D or Commercial given his expertise) would improve visibility into governance contribution .
- Board structure and oversight: Independent directors meet in executive session; no lead independent director is designated, which may limit centralized independent oversight, particularly with significant shareholder interlocks on the Board .
- Attendance baseline: 2024 attendance for directors then in office met ≥75% thresholds; Mr. Pratumsuwan joined in 2025, so no attendance record is disclosed yet; monitor future attendance and Annual Meeting participation .
RED FLAGS to monitor
- RTW interlocks: Continued financing and governance influence by RTW affiliates; ensure robust related-party review and transparent recusal practices .
- No current share ownership: As a new director, ownership is not yet disclosed; alignment will depend on equity grants and meeting ownership guidelines in the compliance window .
- No lead independent director: Absence may be a governance weakness given Board composition and related-party dynamics .
Mitigants
- Formal Related Person Transaction Policy with Audit Committee review .
- Prohibition of hedging and pledging (with limited Board-approved exception for pledging), supporting alignment and risk controls .
- Independent compensation consultant (Semler Brossy) and caps on director compensation, reducing pay inflation or conflicts in director remuneration .