Roderick Wong

About Roderick Wong

Roderick Wong, M.D. (age 48) is Chairman of the Board at Rocket Pharmaceuticals (RCKT), serving as chair since January 2018 and as a director since 2018. He is Managing Partner and Chief Investment Officer of RTW Investments, LP (RTW) with 20+ years of healthcare investing experience; prior roles include Portfolio Manager at Davidson Kempner Healthcare Funds, and investment/research roles at SAC Capital and Cowen. He holds an M.D. (UPenn), M.B.A. (Harvard), and B.S. Economics (Duke) . The Board has determined Dr. Wong is not an independent director due to his role as chairman of RTW (a significant shareholder) and his continued role as an employee of the Company; independent directors meet in executive sessions without him, and the Board has no Lead Independent Director .

Past Roles

External Roles

Board Governance

• Role and independence: Chairman of the Board; not independent due to RTW affiliation and employment. No Lead Independent Director; independent directors meet without the Chair .
• Committee assignments: Dr. Wong is not listed on the Audit, Compensation, Nominating & Governance, Commercial, or R&D Committees; committee chairs are Boess (Audit), Granadillo (Comp), Southwell (N&G), Björk (R&D) .
• Attendance: The Board met 4 times in 2024; each director then in office attended at least 75% of Board and committee meetings and attended the 2024 annual meeting .
• Board structure: Separate Chair and CEO; Board cites benefits of this structure given Wong’s sector expertise .

Fixed Compensation (Director)

• Policy: Non-Employee Director Compensation Policy (Sept 2024) sets cash retainers and a cap: lesser of $1,000,000 ($1,500,000 in first-year) or 75th percentile of peer director pay; directors may elect options in lieu of cash; Chair receives no cash, equity only .

• Cash retainers schedule (for non-Chair directors):

  • Board retainer: $40,000; Audit: $10,000 member/$20,000 chair; Comp: $7,500/$15,000; N&G: $5,000/$15,000; Commercial: $7,500/$15,000; R&D: $7,500/$15,000 .

• 2024 Director Compensation (Wong):

  Year	Cash Fees ($)	Option Awards ($)	Total ($)
  2024	—	409,981	409,981
  Notes: As Chair, Dr. Wong received no cash fees; option awards include 23,944 director options and 3,325 options in lieu of cash retainer; unexercised options outstanding at 12/31/2024: 240,125 .

• Vesting: Annual director option grants vest in full on first anniversary; new-director options vest monthly over three years .

Performance Compensation (Director)

• Directors do not receive performance-based cash or PSU awards; equity is time-based. No TSR, revenue, or ESG performance metrics are applied to director pay .

Other Directorships & Interlocks

• Current public boards: Avidity Biosciences, Landos Biopharma .
• Network/interlocks: RTW holds ~17.0% of RCKT shares; Dr. Wong is RTW’s Managing Partner & CIO. Multiple RTW affiliates on the Board across periods (e.g., Makker: Head of Strategic Investments at RTW; Pratumsuwan: Managing Director at RTW; 2025 appointment of RTW’s President Peter Fong) increases perceived RTW influence on governance .

Expertise & Qualifications

• Education: M.D. (University of Pennsylvania); M.B.A. (Harvard Business School); B.S. Economics (Duke) .
• Domain expertise: 20+ years in healthcare investing; extensive biopharma industry knowledge cited by Board as rationale for Chair role .

Equity Ownership

• Hedging/pledging: Company policy prohibits hedging and pledging of Company securities by directors and executives (pledging only with full Board approval); no pledging disclosed for Wong .
• Ownership guidelines: Directors must own ≥1x annual cash retainer within 3 years of appointment; (policy only; individual compliance status not disclosed) .

Related-Party Transactions and Conflicts

• RTW-related financings:
  • Sept 15, 2023: RTW-affiliated funds purchased pre-funded warrants for 3.1M shares at $15.99 per warrant ($50M proceeds) .
  • Dec 12, 2024: RTW affiliate purchased pre-funded warrants for 400,000 shares at $12.49 per warrant (~$4.7M proceeds) . These warrants (exercise price $0.01) are reflected in EPS calculations and noted as related party in 2025 10-Qs .
• Independence determination: Board classifies Wong as not independent due to RTW affiliation and his employee status with the Company .
• Other related-party arrangements: 2025 consulting agreement with director Mikael Dolsten for R&D services ($125,000 cash + $125,000 RSUs), rendering him non-independent .
• Audit Committee reviews related-party transactions per policy .

Say-on-Pay & Shareholder Feedback (context)

• 2024 say-on-pay approval: Approximately 98.4% of votes cast supported NEO compensation; Board indicates ongoing engagement with shareholders .

Governance Assessment

• Strengths:

  • Significant ownership alignment: Wong’s beneficial stake (~17.2%) aligns incentives with equity value creation; robust anti-hedging/pledging policy; director ownership guidelines in place .
  • Separate Chair and CEO roles; regular executive sessions of independent directors; strong attendance (≥75%) and meeting participation in 2024 .
  • Formal non-employee director compensation policy with caps and option-in-lieu-of-cash election; independent compensation consultant (Semler Brossy) with no conflicts identified .

• Risks/RED FLAGS (investor confidence considerations):

  • Non-independent Chair with significant influence via RTW; no Lead Independent Director—heightened governance risk around oversight and minority shareholder protections .
  • Multiple RTW-affiliated directors historically and in 2025 (e.g., Makker, Pratumsuwan, appointment of RTW’s President to the Board) increase potential for control/insider influence and perceived conflicts .
  • Related-party financings with RTW (pre-funded warrants in 2023 and 2024) create ongoing conflict-of-interest optics; Audit Committee oversight is noted but investor scrutiny likely persists .
  • Director consulting arrangement (Dolsten) and non-independence add to overall independence dilution at the Board level .

• Implications:

  • Expect proxy advisory focus on board independence, leadership structure (absence of Lead Independent Director), and related-party governance. Consider engagement on appointing a Lead Independent Director and disclosing robust related-party review procedures to mitigate concerns .

Director Compensation (Detail)

Committee Assignments, Chair Roles, and Engagement

• Chair of the Board (not a committee chair); no committee memberships listed for Wong .
• Board met 4 times in 2024; all directors met 75%+ attendance; all directors attended 2024 annual meeting .
• Independent directors hold executive sessions without Wong (and without CEO and consulting director) .

Equity Ownership Table (Beneficial)

Policies Relevant to Alignment and Risk

• Clawback: Dodd-Frank/Nasdaq-compliant clawback adopted (Sept 2023); broader discretionary clawback adopted (Mar 2022) .
• Hedging/Pledging: Prohibited for directors and officers (pledging only with Board approval); 10b5-1 preclearance and blackout rules apply .
• Ownership Guidelines: Directors ≥1x annual retainer within 3 years of appointment; officers 1x base (CEO 3x) within 5 years .