SEC Form DEF 14A filed by Rocket Pharmaceuticals Inc.

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April 30, 2025

Dear Rocket Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Rocket Pharmaceuticals, Inc. (the “Company”), which will be held solely by means of remote communication via the Internet at www.virtualshareholdermeeting.com/RCKT2025 on June 18, 2025, at 9:00 a.m., Eastern Time.

We are providing access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, we are mailing to many of our stockholders a Notice of Internet Availability of our proxy materials (the “Notice of Internet Availability”) instead of a paper copy of the proxy statement and our 2024 Annual Report on Form 10-K. The Notice of Internet Availability contains instructions on how to access those documents over the Internet. The Notice of Internet Availability also contains instructions on how each of those stockholders can receive a paper copy of our proxy materials, including the proxy statement, our 2024 Annual Report on Form 10-K, and a form of proxy card. All stockholders who do not receive the Notice of Internet Availability, including stockholders who have previously requested to receive paper copies of proxy materials, will receive a paper copy of the proxy materials by mail unless they have previously requested delivery of proxy materials electronically. Employing this process will expedite the receipt of materials and will help lower our costs and reduce the environmental impact of distributing our annual meeting materials.

The proxy statement describes the formal business that we will transact at the Annual Meeting. At this year’s Annual Meeting, our stockholders will be asked to consider and act upon the following matters:

The Board of Directors of the Company (the “Board”) unanimously recommends a vote “FOR” the election of each of the director nominees named in the proxy statement, “FOR” the ratification of EisnerAmper LLP as the Company’s independent registered public accounting firm and “FOR” the non-binding, advisory vote on the compensation of our named executive officers. Please promptly complete, sign and return the enclosed proxy card by mail or submit your voting instructions by Internet, whether or not you plan to attend the Annual Meeting.

Your vote is important, regardless of the number of shares you own. We urge you to please submit your proxy on these important matters. Submitting a proxy will not prevent you from voting virtually via the Internet at the Annual Meeting but will assure that your vote is counted if you cannot attend.

We strongly encourage you to transmit your voting instructions by proxy prior to the Annual Meeting and, if you plan to attend the Annual Meeting, to do so virtually via the Internet.

On behalf of the Board and the employees of the Company, we thank you for your continued support and look forward to seeing you at the Annual Meeting.

The record date for the Annual Meeting is April 21, 2025. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment or postponement thereof.

You may attend and participate in the Annual Meeting solely by means of remote communication via the Internet at www.virtualshareholdermeeting.com/RCKT2025 where you will be able to vote electronically and submit questions during the Annual Meeting. You will be able to vote electronically and submit questions only if you use your control number, which will be included on your Notice of Internet Availability of proxy materials or proxy card (if you received a printed copy of the proxy materials), to log on to the Annual Meeting. Whether or not you expect to attend the Annual Meeting, please submit the enclosed proxy or voting instructions by mail, telephone or Internet. Submitting a proxy or voting instructions will not prevent you from attending the Annual Meeting and voting virtually via the Internet. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder. Each stockholder may appoint only one proxy holder or representative to attend the Annual Meeting on his or her behalf.

The Notice of Internet Availability and the enclosed proxy materials are being made available to our stockholders on or about April 30, 2025.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 18, 2025. The Notice of Annual Meeting of Stockholders, the Proxy Statement and our 2024 Annual Report on Form 10-K are available at www.proxyvote.com and through our website at www.rocketpharma.com.

The following information is provided to each stockholder in connection with the Annual Meeting of Stockholders (the “Annual Meeting”) of Rocket Pharmaceuticals, Inc. (“Rocket” or the “Company”) to be held virtually via the Internet at www.virtualshareholdermeeting.com/RCKT2025 on Wednesday, June 18, 2025, at 9:00 a.m., Eastern Time.

The enclosed proxy is for use at the Annual Meeting and any postponement or adjournment thereof. The Company anticipates that the Notice of Internet Availability in connection with these proxy solicitation materials will first be mailed on or about April 30, 2025 to all stockholders entitled to vote at the Annual Meeting and we will post our proxy materials on the website referenced in the Notice of Internet Availability. As more fully described in the Notice of Internet Availability, all stockholders may choose to access our proxy materials on the website referred to in the Notice of Internet Availability or may request to receive a printed set of our proxy materials.

The Company’s principal executive offices are located at 9 Cedarbrook Drive, Cranbury, New Jersey 08512, and the Company’s website is www.rocketpharma.com.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 18, 2025. This Notice of Annual Meeting of Stockholders and Proxy Statement and our 2024 Annual Report on Form 10-K are available at www.proxyvote.com and through our website at the address specified above.

As used in this proxy statement, the “Company,” “Rocket,” “we,” “us” and “our” refer to Rocket Pharmaceuticals, Inc.

We will hold our Annual Meeting on June 18, 2025 at 9:00 a.m. Eastern Time. The term “Annual Meeting,” as used in this proxy statement, includes any adjournment or postponement of such meeting. You may attend the Annual Meeting solely by means of remote communication via the Internet at www.virtualshareholdermeeting.com/RCKT2025. Stockholders may vote and submit questions while attending the Annual Meeting solely by means of remote communication via the Internet. You will need the 16-digit control number included on your Notice of Internet Availability or proxy card (if you received a paper delivery of proxy materials), to enter the Annual Meeting via the Internet. Instructions on how to attend and participate solely by means of remote communication via the Internet, including how to demonstrate proof of share ownership, are posted at www.virtualshareholdermeeting.com/RCKT2025.

We are opting for an Annual Meeting solely by means of remote communication in order to facilitate attendance, enhance access, lower costs and reduce the environmental impact of the Annual Meeting. We have designed our virtual format to enhance, rather than constrain, stockholder participation and communication. For example, the virtual format allows stockholders to communicate with us during the Annual Meeting so they can ask questions of the Board of Directors of the Company (the “Board”) or management. During the live Q&A session of the Annual Meeting, we may answer questions as they come in, to the extent relevant to the business of the Annual Meeting, as time permits.

You are receiving these materials because you were one of our stockholders as of the close of business on April 21, 2025, the record date for determining who is entitled to receive notice of and to vote at the Annual Meeting (the “Record Date”). We are soliciting your proxy (i.e., your permission) to vote your shares of common stock upon matters to be considered by stockholders at the Annual Meeting.

We have elected to provide access to our proxy materials to our stockholders via the Internet. Accordingly, on or about April 30, 2025, we will mail a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) containing instructions on how to access our proxy statement and Annual Report on Form 10-K and how to vote.

Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we are providing access to our proxy materials over the Internet rather than printing and mailing the proxy materials. We believe electronic delivery will expedite the receipt of materials and will help lower our costs and reduce the environmental impact of distributing our annual meeting materials. Therefore, a Notice of Internet Availability will be mailed to holders of record and beneficial owners of our common stock on or around April 30, 2025. The Notice of Internet Availability will provide instructions as to how stockholders may access and review the proxy materials, including the Notice of Annual Meeting, proxy statement, proxy card and Annual Report on Form 10-K, on the website referred to in the Notice of Internet Availability or, alternatively, how to request that a copy of the proxy materials, including a proxy card, be sent to them by mail. The Notice of Internet Availability will also provide voting instructions. In addition, stockholders of record may request to receive the proxy materials in printed form by mail or electronically by e-mail on an ongoing basis for future stockholder meetings. Please note that, while our proxy materials are available at the website referenced in the Notice of Internet Availability, and our Notice of Annual Meeting, proxy statement and Annual Report on Form 10-K are available on our website, no other information contained on either website is incorporated by reference in or considered to be a part of this document.

The Board is soliciting your vote on three proposals at the Annual Meeting.

Only stockholders of record as of the close of business on April 21, 2025, will be entitled to vote at the Annual Meeting. On this date, there were 106,785,606 shares of common stock issued and outstanding and entitled to vote.

If, at the close of business on April 21, 2025, your shares were registered directly in your name with our transfer agent, Continental Stock Transfer & Trust, then you are a stockholder of record as of the Record Date. As a stockholder of record on the Record Date, you may vote virtually via the Internet at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to fill out and return the enclosed proxy card by mail or submit your proxy over the telephone or the Internet as instructed below to ensure your vote is counted.

If, at the close of business on April 21, 2025, your shares were held not in your name with our transfer agent, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. Simply complete and mail the proxy card and voting instructions to ensure that your vote is counted. Alternatively, you may submit your voting instructions by telephone or over the Internet as instructed by your broker or bank, if applicable. To vote by means of remote communication via the Internet at the Annual Meeting, you must obtain a valid proxy from your broker, bank, or other agent. Follow the instructions from your broker or bank included with these proxy materials or contact your broker or bank to request a proxy form.

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of our outstanding shares entitled to vote at the Annual Meeting are present at the Annual Meeting by means of remote communication via the Internet or represented by proxy. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote by means of remote communication via the Internet at the Annual Meeting or vote by proxy over the telephone or the Internet as instructed below. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the presiding officer of the Annual Meeting or the holders of a majority of shares entitled to vote at the Annual Meeting present at the Annual Meeting by means of remote communication via the Internet or represented by proxy may adjourn the Annual Meeting to another date.

Proposal 1: Election of Directors. The directors will be elected by a plurality of the votes cast at the Annual Meeting by the holders of shares present by means of remote communication via the Internet or represented by proxy and entitled to vote on the election of the directors. Plurality means that the director nominees who receive the largest number of “FOR” votes cast are elected as directors up to the maximum number of directors to be elected at the Annual Meeting. Accordingly, the ten director nominees receiving the most “FOR” votes will be elected as directors. If you “withhold” your vote with respect to one or more of the director nominees, your shares will not be included in determining the number of votes cast under the plurality-vote standard and, as a result, will have no effect on the election of such one or more director nominees. Abstentions and broker non-votes are not counted as votes cast and therefore will have no effect on the vote to elect directors.

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm. The ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 requires the affirmative vote of a majority of the votes cast for and against this proposal at the Annual Meeting by the holders of shares present by means of remote communication via the Internet or represented by proxy and entitled to vote on this proposal. Abstentions are not counted as votes cast and therefore will have no effect on the vote. We do not expect any broker non-votes on this proposal because we believe that this proposal is considered a “routine” matter to be considered at the Annual Meeting for which brokerage firms may vote in their discretion on behalf of their clients if no voting instructions are provided.

Proposal 3: The approval of the compensation of our named executive officers, on a non-binding, advisory basis, requires the affirmative vote of a majority of the votes cast for and against this proposal by the holders of shares present by means of remote communication via the Internet or represented by proxy and entitled to vote on this proposal. Because your vote is advisory, it will not be binding on the Board or the compensation committee of the Board (the “Compensation Committee”), but the Board and Compensation Committee will review the voting results and take them into consideration when making future decisions about executive compensation. Abstentions and broker non-votes are not counted as votes cast and therefore will have no effect on the vote.

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote. If the beneficial owner does not provide voting instructions, the broker or nominee may vote the shares with respect to matters that are considered to be “routine,” but may not vote the shares with respect to “non-routine” matters, such as the election of directors and the proposal for the advisory vote on the compensation of our Named Executive Officers. Where a proposal is considered “non-routine” and the broker therefore does not have discretion to vote on the proposal, the unvoted shares are considered “broker non-votes.”

On each matter to be voted upon, you have one vote for each share of common stock you owned as of April 21, 2025 (the Record Date).

You may receive more than one proxy card if your shares are registered in more than one name or are registered in different accounts. Please vote in the manner described below under “How do I vote?” for each proxy card to ensure that all of your shares are voted.

Unless you give other instructions on your proxy card, the persons named as proxies on the card will vote in accordance with the recommendations of the Board. The Board’s recommendation is set forth together with the description of each proposal in this proxy statement. The Board recommends a vote:

With respect to any other business that is properly brought before the Annual Meeting or any adjournment or postponement thereof, the proxies will vote as recommended by the Board or, if no recommendation is given, in their own discretion in their best judgment. As of the date of this proxy statement, the Board had no knowledge of any business other than that described herein to be properly brought before the Annual Meeting or any adjournment or postponement thereof.

For the election of directors (Proposal 1), you may either vote “FOR” all or some of the nominees or you may “WITHHOLD” your vote for any nominee you specify. For the ratification of the appointment of EisnerAmper LLP (Proposal 2), you may vote “FOR” or “AGAINST,” or you may “ABSTAIN” from voting.

For the non-binding, advisory vote on executive compensation (Proposal 3), you may vote “FOR” or “AGAINST,” or you may “ABSTAIN” from voting. The procedures for voting are as follows:

If you are a stockholder of record on the Record Date, you may (a) vote by means of remote communication via the Internet, at the Annual Meeting or (b) submit your voting instructions by proxy either by mail, on the Internet or over the phone. Whether or not you plan to attend the Annual Meeting, we urge you to fill out and return the enclosed proxy card by mail or submit your proxy over the telephone or the Internet as instructed below to ensure your vote is counted. You may still attend the Annual Meeting and vote by means of remote communication via the Internet even if you have already submitted your voting instructions, as described under “May I change my vote after submitting my proxy card?” below.

If you sign the proxy card but do not make specific choices, your proxy will vote your shares as recommended by our Board (which recommendations are set forth above under the question “How does the Board recommend that I vote my shares?”).

If any other business is properly brought before the Annual Meeting or any adjournment or postponement thereof, the proxies will vote as recommended by the Board or, if no recommendation is given, in their own discretion in their best judgment. As of the date of this proxy statement, we know of no other business that may be properly brought before the Annual Meeting or any adjournment or postponement thereof, other than those listed in the Notice of Annual Meeting of Stockholders.

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from us. Simply complete and mail the proxy card and voting instructions to ensure that your vote is counted.

Alternatively, you may submit your voting instructions by telephone or over the Internet as instructed by your broker, bank or other agent, if applicable. To vote by means of remote communication via the Internet at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy form.

During the Annual Meeting, if you wish to ask a question, you may do so by entering your question in the text box and clicking “submit”. If questions submitted are repetitive as to a particular topic, the presiding officer of the Annual Meeting may limit discussion on such topic. During the formal portion of the Annual Meeting, all questions presented should relate directly to the proposal under discussion. We will also hold a question and answer period at the end of the Annual Meeting, as time permits, during which time we welcome questions not relating to specific proposals.

Please review the Annual Meeting’s Rules of Conduct for further details. The Annual Meeting’s Rules of Conduct will be posted on www.virtualshareholdermeeting.com/RCKT2025 prior to the date of the Annual Meeting.

Beginning 15 minutes prior to the start of and during the Annual Meeting, we will have a support team ready to assist stockholders with any technical difficulties they may have accessing or hearing the Annual Meeting. If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log-in page.

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the stockholder of record of your shares, you may revoke your proxy in any one of the following four ways:

If your shares are not registered in your own name, you will need the appropriate documentation from the stockholder of record to vote personally at the Annual Meeting. If your shares are held by your broker, bank or another party as a nominee or agent, you should follow the instructions provided by such party. Your personal attendance at the Annual Meeting does not revoke your proxy. Your last vote, prior to or at the Annual Meeting, is the vote that will be counted.

The Company will pay the cost for the solicitation of proxies by the Board. The solicitation of proxies will be made primarily by mail and through Internet access to materials. Proxies may also be solicited personally, by

telephone, fax or e-mail by employees of Rocket without any remuneration to such individuals other than their regular compensation. Rocket will also reimburse brokers, banks, custodians, other nominees and fiduciaries for forwarding these materials to their principals to obtain the authorization for the execution of proxies.

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K that we expect to file no later than four business days after the Annual Meeting. If final voting results are not available by the time we file the Form 8-K, we will disclose the preliminary results in the Form 8-K and, within four business days after the final voting results are known to us, file an amended Form 8-K to disclose the final voting results.

Upon the recommendation of the nominating and corporate governance committee of the Board (the “Nominating and Corporate Governance Committee”), the Board has nominated Dr. Roderick Wong, Dr. Elisabeth Björk, Mr. Carsten Boess, Dr. Mikael Dolsten, Mr. Pedro Granadillo, Dr. Gotham Makker, Dr. Fady Malik, Mr. Piratip Pratumsuwan, Dr. Gaurav Shah and Mr. David P. Southwell to serve as directors and to hold office until the Company’s annual meeting of stockholders in 2026 (each to serve until their respective successors have been duly elected and qualified or until their earlier death, resignation or removal). Each of the foregoing persons currently serves as a director, and each has indicated a willingness to continue to serve as a director.

Directors are elected by a plurality of the votes cast at the Annual Meeting by the holders of shares present by means of remote communication via the Internet or represented by proxy and entitled to vote on the election of the directors. The ten director nominees receiving the highest number of “FOR” votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the ten nominees named above. If any of the nominees become unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by our Board.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES SET FORTH ABOVE.

The members of the Board as of the date of this proxy statement, together with certain information about them, are set forth below.

There are no arrangements or understanding between any director, or nominee for director, pursuant to which such director or nominee was selected as a director or nominee. Additionally, there are no family relationships among our directors, officers, or nominees for director. We know of no reason why any of the nominees may be unable to serve as a director. If any of the nominees are unable to serve, your proxy may vote for another nominee proposed by the Board. If for any reason any of the nominees prove unable or unwilling to stand for election, the Board will nominate alternate(s) or reduce the size of the Board to eliminate the vacancy.

On January 4, 2018, Rocket Pharmaceuticals, Inc. (f/k/a Inotek Pharmaceuticals Corporation) completed a reverse merger (the “Reverse Merger”) of a wholly-owned subsidiary with and into Rocket Pharmaceuticals, Ltd. (“Private Rocket”). Following the completion of the Reverse Merger, the surviving company, Private Rocket, became a wholly owned subsidiary of the Company and the Company changed its corporate name from Inotek Pharmaceuticals Corporation to Rocket Pharmaceuticals, Inc.

Set forth below are the names, ages as of April 30, 2025, principal occupations, and business experience, as well as their prior service on the Board, of the directors. R. Keith Woods, a current director, will not stand for re-election at the Annual Meeting. As such, his term as a director, and a member of the Audit Committee and the Commercial Committee, will expire at the Annual Meeting.

Unless otherwise indicated, principal occupations shown for each director have extended for five or more years. Stockholders will be voting on the election as directors of all of the individuals below.

Roderick Wong, M.D. has served as Chairman of our Board since January 2018. Dr. Wong served as the Chairman of the Board for Private Rocket from July 2015 until January 2018. Dr. Wong has over 20 years of healthcare investment experience. Since 2010, he has served as Managing Partner and Chief Investment Officer of RTW Investments, LP (“RTW”), a healthcare-centered investment firm. He also serves on the board of Avidity Biosciences, Inc. and Landos Biopharma, Inc. Prior to RTW, Dr. Wong was a Managing Director and the Portfolio Manager for the Davidson Kempner Healthcare Funds. Prior to joining Davidson Kempner, Dr. Wong held various healthcare investment and healthcare research roles at SAC Capital Company and Cowen & Company. Dr. Wong previously served on the board of directors of Penwest Pharmaceuticals, Health Sciences Acquisitions Corporation and Health Sciences Acquisitions Corporation 2. He received an M.D. from the University of Pennsylvania Medical School, received an M.B.A. from Harvard Business School, and graduated with a B.S. in Economics from Duke University. We believe that Dr. Wong is qualified to serve on our Board due to his service prior to the closing of the Reverse Merger as Chairman of the Board of Directors of Private Rocket and his years of experience in, and extensive knowledge of, the biopharmaceutical industry.

Elisabeth Björk, M.D., Ph.D. has served as one of our directors since April 2020. She is currently the Senior Vice President, Head of Late-Stage Development, Cardiovascular, Renal and Metabolism (CVRM), Biopharmaceuticals R&D at AstraZeneca, a publicly-traded multinational pharmaceutical and biotechnology company, leading the global development of medicines in this area. Prior to taking on this role in June 2012,

Dr. Björk had several roles of increasing seniority within AstraZeneca, with responsibility for clinical phases I-IV. She is an endocrinologist by training and an associate professor of medicine at Uppsala University, and was Head of the Diabetes and Endocrinology Unit at the University Hospital, Uppsala, where she spent 15 years in clinical practice and diabetes research, before joining AstraZeneca in 2002. She is also a board member of Pharvaris N.V., Calliditas Therapeutics AB, Chalmers University of Technology, Chalmers Ventures AB, Björks Matematik o Mera AB and rfidcompare europe AB. We believe that Dr. Björk’s qualifications to serve on our Board include her depth of knowledge of the pharmaceutical industry and her many years of experience in drug development.

Carsten Boess has served as one of our directors since January 2016. He previously served as Executive Vice President of Corporate Affairs at Kiniksa Pharmaceuticals, a publicly-traded biotechnology company, and as Senior Vice President and Chief Financial Officer at Synageva Biopharma Corporation from 2011 until the company’s acquisition by Alexion Pharmaceuticals in 2015. Prior to his role at Synageva, Mr. Boess served in multiple roles with increasing responsibility for Insulet Corporation, including Chief Financial Officer from 2006 to 2009 and Vice President of International Operations from 2009 to 2011. Prior to that, Mr. Boess served as Executive Vice President of Finance for Serono Inc. from 2005 to 2006. In addition, he was a member of the Geneva-based World Wide Executive Finance Management Team while at Serono. Mr. Boess was also Chief Financial Officer at Alexion Pharmaceuticals and was a finance executive at Novozymes of North America and Novo Nordisk in France, Switzerland and China. He is also a board member of Avidity Biosciences, Inc. and Achilles Therapeutics plc, a privately held biopharmaceuticals company, and previously served on the board of directors of Health Sciences Acquisitions Corporation 2. Mr. Boess received a Bachelor’s degree and Master’s degree in Economics and Finance, specializing in Accounting and Finance from the University of Odense, Denmark. We believe that Mr. Boess’ qualifications to serve on our Board include his business and financial experience working at pharmaceutical companies.

Mikael Dolsten, M.D., Ph.D. has served as one of our directors since September 2024. Dr. Dolsten previously served as Chief Scientific Officer, President, Pfizer Research and Development at Pfizer, Inc., a global biopharmaceutical company, a position he commenced in July 2023. Prior to his role at Pfizer, Dr. Dolsten served as Chief Scientific Officer and President, Worldwide Research, Development and Medical from January 2019 until July 2023; President of Worldwide Research and Development from December 2010 until December 2018; Senior Vice President, President of Worldwide Research and Development from May 2010 until December 2010 and Senior Vice President, President of Pfizer BioTherapeutics Research & Development Group from October 2009 until May 2010. Dr. Dolsten served as Senior Vice President of Wyeth Pharmaceuticals, Inc., a public biopharmaceutical company, from 2008 until it was acquired by Pfizer in 2009, and President of Wyeth Research from 2008 to 2009. Prior to joining Wyeth, Dr. Dolsten was a Private Equity Partner at Orbimed Advisors, LLC, a healthcare-focused investment firm, and Executive Vice President, Head of Pharma Research at Boehringer Ingelheim, a pharmaceutical company. Dr. Dolsten also previously held research leadership positions at AstraZeneca plc, Pharmacia and Upjohn Company. Dr. Dolsten currently serves on the Board of Directors of Agilent Technologies, Inc. (NYSE:A), a U.S. publicly traded life sciences, diagnostics and applied chemical analysis company since September 2021 and Vimian Group AB, a Swedish public limited liability company supporting veterinary professionals, since April 2021. Dr. Dolsten previously served on the board of directors of Karyopharm Therapeutics Inc., a public pharmaceutical company from March 2015 to December 2021. We believe that Dr. Dolsten’s qualifications to serve on our Board include his experience working at pharmaceutical companies and extensive knowledge of the healthcare industry.

Pedro Granadillo has served as one of our directors since January 2018. He has over 40 years of biopharmaceutical industry experience with expertise in human resources, manufacturing, quality and corporate governance. From 1970 until his retirement in 2004, Mr. Granadillo held multiple leadership roles at Eli Lilly and Company, a publicly-traded pharmaceutical company, including Senior Vice President of Global Manufacturing and Human Resources and a member of the Executive Committee. Mr. Granadillo has previously served on the boards of directors at Haemonetics Corporation, Dendreon Corporation, Health Sciences Acquisitions Corporation, Health Sciences Acquisitions Corporation 2 and Noven Pharmaceuticals, as well as NPS Pharmaceuticals, which sold to Shire for $5.2 billion in 2015. He graduated from Purdue University with a Bachelor of Science in Industrial Engineering. We believe that Mr. Granadillo’s qualifications to serve on our Board include his depth of knowledge of the pharmaceutical industry and his many years of experience serving on the boards of directors of healthcare companies.

Gotham Makker, M.D. has served as one of our directors since January 2018. Dr. Makker has over 20 years of healthcare industry experience. Dr. Makker currently serves as head of Strategic Investments for RTW, a position he has held since 2019. From 2005 to 2019, he served as Chief Executive Officer of Simran Investment Group, LLC, a closely held equity investment fund. Prior to Simran, Dr. Makker was a healthcare portfolio manager and principal at Citadel Investment Group LLC, a position he held from 2002 to 2005. Prior to joining Citadel, Dr. Makker served as an analyst at Oracle Partners LP covering biotechnology and medical device sectors from 2000 to 2001. From 1999 to 2000, Dr. Makker was a senior analyst on the life sciences investment banking team at Hambrecht & Quist. Dr. Makker has previously served on the board of directors of Health Sciences Acquisitions Corporation. Dr. Makker received an M.D. from the University of Nebraska Medical School, and he completed the Sarnoff cardiovascular research fellowship at Columbia University, College of Physicians & Surgeons and at Harvard Medical School, Brigham & Women’s Hospital. We believe that Dr. Makker’s qualifications to serve on our Board include his years of experience in, and extensive knowledge of, the healthcare industry.

Fady Malik, M.D., Ph.D. has served as one of our directors since March 2022. Dr. Malik has served as the Executive Vice President of Research and Development at Cytokinetics, Inc., a publicly-traded biopharmaceutical company focused on discovering, developing, and commercializing muscle activators and inhibitors, since November 2015, and he has been with Cytokinetics since its inception in 1998. Prior to taking on his current role in 2015, Dr. Malik had several other roles of increasing seniority within Cytokinetics, including serving as the Senior Vice President of Research and Development from August 2014 to November 2015, as the Senior Vice President of Research and Early Development from June 2012 to August 2014 and as Vice President, Biology from March 2008 to June 2012, all of which roles were focused towards building Cytokinetics’ cardiovascular and skeletal muscle programs from their conception. In addition, since 2000, Dr. Malik has held an appointment in the Cardiology Division of the University of California, San Francisco, where he is currently a Clinical Professor. Dr. Malik is a cardiologist by training, and he was a practicing Interventional Cardiologist at the San Francisco Veterans Administration Medical Center for over 18 years. Dr. Malik received a B.S. from the University of California at Berkeley, a Ph.D. from the University of California at San Francisco and his M.D. from the University of California at San Francisco. We believe that Dr. Malik’s qualifications to serve on our Board include his depth of knowledge of the pharmaceutical industry and his many years of experience in clinical research and drug development.

Piratip Pratumsuwan has served as one of our directors since January 2025. Mr. Pratumsuwan has over a decade of experience in healthcare investment and research and is currently Managing Director, Research Analyst at RTW, where he has been integral to guiding the firm’s investment strategy since joining in 2014 directly from academia. Mr. Pratumsuwan specializes in researching transformative technologies, with a particular focus on gene therapy and gene editing. He leads RTW’s comprehensive efforts in these fields, which encompass investments in both public and private companies as well as within academic institutions. Mr. Pratumsuwan holds an M.A. in Biotechnology from Columbia University and a B.S. in Biochemistry from McGill University. We believe that Mr. Pratumsuwan is qualified to serve on our board due to his experience in healthcare investment and research.

Gaurav Shah, M.D. has served as our Chief Executive Officer and as one of our directors since January 2018. Dr. Shah was appointed Chief Executive Officer of Private Rocket in September 2015. Prior to joining Private Rocket, from 2011-2015, Dr. Shah held various leadership positions at Novartis including Global Program Head for CART-19, Global Clinical Program Head for CTL-019 and Biosimilars, and Global Clinical Leader for Afinitor. Prior to Novartis, he spent three years at Eli Lilly and Company as Medical Director overseeing clinical development of numerous programs including olaratumab. During his industry tenure, he has participated in several drug development programs resulting in successful regulatory approvals, such as CTL-019 in pediatric ALL, the first cell and gene therapy approved in the U.S., and successful commercial launches. He also serves on the boards of Talaris Therapeutics, Inc. and privately-held Altheia Science. Prior to joining industry, Dr. Shah was Assistant Professor of Medicine/Oncology at Columbia University. He holds a B.A. in Behavioral Neuroscience from Harvard University and an M.D. from Columbia University. Dr. Shah completed his internal medicine residency at Brigham & Women’s Hospital/Harvard Medical School and completed his hematology/oncology fellowship training at the Memorial-Sloan Kettering Cancer Center. We believe Dr. Shah is qualified to serve on our Board due to his role as Chief Executive Officer of the Company and his significant leadership and management experience in the biopharmaceutical industry.

David P. Southwell has served as one of our directors since August 2014. He served as President, Chief Executive Officer and board member of TScan Therapeutics, a publicly-traded, clinical-stage biopharmaceutical company from October 2018 through March 2023. Mr. Southwell previously served as the President and Chief Executive Officer of Inotek from July 2014 to January 2018. From March 2010 to October 2012, Mr. Southwell served as Executive Vice President, Chief Financial Officer of Human Genome Sciences, Inc., which is owned by GlaxoSmithKline plc. Prior to his time at Human Genome Sciences, Mr. Southwell served as Executive Vice President and Chief Financial Officer of Sepracor Inc. from July 1994 to July 2008. Mr. Southwell has also served on the board of directors of PTC Therapeutics Inc. since December 2005 and Spero Therapeutics, Inc. from February 2018 to April 2019. Mr. Southwell received a B.A. from Rice University and an M.B.A. from Dartmouth College, where he served on the Board of Overseers from 2011 to 2020. We believe that Mr. Southwell’s qualifications to serve on our Board include his broad experience serving on the boards of directors of public companies, his specific experience with public therapeutics companies and his executive leadership, managerial and business experience.

The following table identifies our executive officers and sets forth their current position(s) and their ages as of April 30, 2025.

You should refer to “Nominees for Election as Directors” above for information about our Chief Executive Officer, Gaurav Shah, M.D. Biographical information for our other executive officers, as of April 30, 2025, is set forth below.

Kinnari Patel, Pharm.D., M.B.A. joined us in January 2018 in connection with the Reverse Merger, and currently holds the position of President, Head of R&D and Chief Operating Officer. Dr. Patel joined Private Rocket in April 2016, serving as Vice President - Head of Regulatory, Pharmacoviligence and Quality from April 2016 to July 2017, as Senior Vice President, Global Program Head and Head of Regulatory and Quality from August 2017 to December 2017, and Chief Operating Officer and Head of Development from January 2018 to February 2021. Prior to joining Private Rocket, Dr. Patel was the Global Regulatory Lead at AstraZeneca from January 2015 to April 2016. Prior to that, Dr. Patel was Head of U.S. Risk Management at Bristol-Meyers Squibb from May 2014 through January 2015 and the U.S. Liaison for Global Regulatory Sciences at Bristol-Meyers Squibb from November 2010 to April 2014. Dr. Patel received the dual degrees of B.S. in Biology and Doctorate of Pharmacy from the USciences in Philadelphia, PA. She also completed a two-year Post-Doctoral Regulatory Affairs Fellowship through Rutgers University. She received her Executive M.B.A. from NYU Stern School of Business with specialization in Corporate Finance, Leadership and Strategy. Most recently, she graduated from the C-Suite Harvard Business School Advanced Management Program.

Aaron Ondrey joined Rocket in March 2024 and is currently our Chief Financial Officer. Mr. Ondrey most recently served as the Chief Financial Officer and principal and financial accounting officer of Mirati Therapeutics, Inc. (“Mirati”), a publicly traded commercial-stage oncology company (acquired by Bristol-Myers Squibb Company in January 2024), a position he held from November 2023 through January 2024, after previously serving as Interim Chief Financial Officer from August 2023 through November 2023. Mr. Ondrey had previously served as the Senior Vice President, Financial Planning and Analysis for Mirati since July 2022. Prior to his time at Mirati, Mr. Ondrey served as Vice President, Finance of Arena Pharmaceuticals, Inc., a publicly traded biotechnology company (acquired by Pfizer Inc. in March 2022) from January 2020 until July 2022. From December 2018 to January 2020, Mr. Ondrey served as Head of Global Commercial Finance at Alexion Pharmaceuticals, Inc., a publicly traded biotechnology company (acquired by AstraZeneca in July 2021). From March 2010 to November 2018, Mr. Ondrey served in various finance roles of increasing responsibility, most recently as Executive Director, Commercial Finance and Business Planning, at Regeneron Pharmaceuticals,

Inc., a publicly traded biotechnology company. Mr. Ondrey received his Bachelor of Science in Business Administration and Finance from Case Western Reserve University.

Sarbani Chaudhuri, M.B.A. joined Rocket as Chief Commercial & Medical Affairs Officer in April 2025. Ms. Chaudhuri, age 50, most recently served as the Vice President at Johnson & Johnson Innovative Medicine leading hematology from February 2022 through March 2025, where she was a driving force in J&J becoming the top hematology company worldwide in 2024. She led exponential growth of the multi-billion-dollar business, building an industry-leading multiple myeloma powerhouse with DARZALEX® and launching pioneering cell therapy and bispecifics CARVYKTI®, TECVAYLI®, TALVEY®, while expanding into lymphoma and leukemia with a next-generation pipeline. Prior to Johnson & Johnson, Ms. Chaudhuri served as Global Head of ENHERTU® and Breast Cancer at AstraZeneca from June 2020 through November 2021, where she established an unparalleled leadership foundation through unlocking multiple HER2-directed tumors. Before AstraZeneca, Ms. Chaudhuri worked at Pfizer from January 2014 through June 2020 in several roles of increasing responsibility. Earlier in her career, Ms. Chaudhuri also worked at Novartis, where she held several leadership roles within Novartis’ U.S. sales and marketing organization, playing a key role in strengthening the U.S. go-to-market model. Ms. Chaudhuri received a Bachelor of Engineering degree from VJTI, University of Mumbai, a Master of Business Management from XLRI, Institute of Management Studies, and an MBA from the University of Pennsylvania, with a focus on healthcare management.

Jonathan Schwartz, M.D. joined Rocket as Chief Medical Officer in January 2018 in connection with the Reverse Merger. Dr. Schwartz served as Chief Medical Officer from January 2018 until he transitioned to Chief Gene Therapy Officer in April 2023. In March 2024, Dr. Schwartz became Rocket’s Chief Medical & Gene Therapy Officer. Dr. Schwartz joined Private Rocket in January 2016 and served as Chief Medical Officer and Head of Clinical Development until the Reverse Merger. Dr. Schwartz has over 20 years of combined clinical practice and drug development experience. Prior to Private Rocket, Dr. Schwartz was Vice-President of Clinical Development at Stemline Therapeutics, where he oversaw development efforts for anticancer, vaccine and small-molecule platforms, a position he held since 2014. Prior to Stemline, he spent seven years at Eli Lilly and Company in several leadership positions, including Vice-President of Clinical Science, where he led development teams for numerous drug programs including ramucirumab.

Previously, Dr. Schwartz was Associate Professor of Medicine at the Mount Sinai Medical Center in New York, specializing in the treatment and translational research of hepatobiliary malignancies and also served as Director for the Hematology-Oncology Fellowship training program. He has a B.A. in American Civilization from Brown University and an M.D. from Washington University (St. Louis). He completed post-graduate Internal Medicine and Hematology-Oncology training at the Mount Sinai and New York Presbyterian Hospitals.

John Militello, CPA joined as the Company’s Controller in January 2018 and is currently the Vice President of Finance, Treasurer, Principal Accounting Officer. Mr. Militello served as the Company’s Interim Principal Financial Officer from March 2022 to March 2024. Before joining the Company, Mr. Militello served as the Vice President of Finance and Principal Financial and Accounting Officer with Immune Pharmaceuticals Inc. from April 2015 to November 2017. Prior to that Mr. Militello was an Assistant Controller with Travere Therapeutics, formerly Retrophin, Inc. (NASDAQ GM: TVTX), a San Diego based biotech company, and the Manager, External Reporting & Compliance at Volt Information Sciences, Inc. (NYSE MKT: VOLT), a publicly traded staffing company. Prior to Volt Information Sciences, Inc., Mr. Militello was a Senior Manager in the biotech practice of BDO USA, LLP serving multi-national SEC registrants. Mr. Militello is a Certified Public Accountant and earned his Bachelor of Science degree in Accounting from St. Joseph’s College.

Martin Wilson, J.D. joined Rocket as General Counsel and Chief Compliance Officer in November 2021 and became Chief Corporate Officer in March 2024. Mr. Wilson has nearly 20 years of legal, compliance and executive experience and accomplishment within the life sciences industry. Before Rocket, Mr. Wilson was General Counsel and Chief Corporate Officer at Ichnos Sciences Inc. (“Ichnos”), a research and development company focused on oncology, autoimmune disease and pain management, from January 2020 through November 2021. Prior to his time at Ichnos, Mr. Wilson served as General Counsel at Teligent Inc., a generic pharmaceutical company, from April 2017 through December 2019. Mr. Wilson earned his Juris Doctorate from Villanova University Charles Widger School of Law.

The Board oversees our business and monitors the performance of our management. Our executive officers and management oversee the day-to-day operations.

The Board held four meetings during the year ended December 31, 2024. During the year ended December 31, 2024, each director then in office attended at least 75% of the total of (i) the meetings of the Board held during the period for which he or she has been a director and (ii) the meetings of the committee(s) on which that director served during such period. Each of our directors then in office attended our 2024 annual meeting of stockholders. It is our policy to encourage our directors to attend the Annual Meeting.

The Board is also focused on overboarding concerns and strongly believes that all directors have sufficient time and attention to devote to Board duties and to otherwise fulfill the responsibilities required of directors. Prior to recommending a candidate as a nominee for director, the Nominating and Corporate Governance Committee reviews the candidate’s professional commitments, including the number of boards on which the candidate serves and considers whether those commitments may limit the ability of the candidate to devote sufficient time and attention to Board duties.

Under the listing requirements and rules of Nasdaq, independent directors must compose a majority of a listed company’s board of directors. In addition, applicable Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating committees must be independent within the meaning of applicable Nasdaq rules. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Board has undertaken a review of the independence of each director and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. In making this determination, our Board considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. As a result of this review, our Board determined that each of Dr. Björk, Mr. Boess, Mr. Granadillo, Dr. Makker, Dr. Malik, Mr. Pratumsuwan, Dr. Southwell and Mr. Woods qualify as “independent” directors within the meaning of the Nasdaq rules. As required under applicable Nasdaq rules, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present. Dr. Wong is the current Chairman of our Board and is not considered an independent director due to his role as chairman of an affiliate, RTW, and his continued role as an employee of the Company. Dr. Shah is our Chief Executive Officer and not considered an independent director. Dr. Dolsten is party to a consulting agreement with the Company pursuant to which he receives compensation for providing R&D consulting services and is not considered an independent director. Consistent with Nasdaq listing requirements, the independent directors regularly have the opportunity to meet in executive sessions without Dr. Wong, Dr. Shah and Dr. Dolsten in attendance. The purpose of these executive sessions is to promote open and candid discussion among the independent directors. We do not have a lead independent director. R. Keith Woods, a current director, will not stand for re-election at the Annual Meeting. As such, his term as a director, and a member of the Audit Committee and the Commercial Committee, will expire at the Annual Meeting.

The Board has an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee as well as a Commercial Committee and a Research & Development Committee. During the year ended December 31, 2024, the Audit Committee held four meetings, the Compensation Committee held five meetings, and the Nominating and Corporate Governance Committee held two meetings. The Commercial Committee was recently formed and has not yet met, and the Research & Development Committee held one meeting during the year ended December 31, 2024. Continuing directors and our nominees for election as director are strongly encouraged to attend the annual meeting of stockholders and to participate in our committee meetings. The following table provides membership information for each committee:

The members of the Audit Committee are Dr. Elisabeth Björk, Mr. Carsten Boess, Mr. Pedro Granadillo and Mr. R. Keith Woods. Mr. Boess serves as chair of the Audit Committee. The Audit Committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq and which is available on our website at www.ir.rocketpharma.com/corporate-governance/governance-highlights. The inclusion of our website address here and elsewhere in this proxy statement does not include or incorporate by reference the information on our website into this proxy statement. R. Keith Woods, a current director, will not stand for re-election at the Annual Meeting. As such, his term as member of the Audit Committee will expire at the Annual Meeting.

Our Board has determined that Dr. Björk, Mr. Boess, Mr. Granadillo and Mr. Woods are independent as independence is currently defined in Rule 5605 of the Nasdaq listing standards and Rule 10A-3 under the Exchange Act. In addition, our Board has determined that each member of the Audit Committee is financially literate, and that Mr. Boess qualifies as an “audit committee financial expert” as defined in applicable SEC rules. In making this determination, our Board has considered the formal education and nature and scope of their previous experience, coupled with past and present service on various audit committees. The responsibilities of our Audit Committee include, among other things:

The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2024 with management and our registered public accounting firm, EisnerAmper LLP. The Audit Committee has discussed with EisnerAmper LLP the matters required by the applicable standards of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission. The Audit Committee has also received the written disclosures and the letter from EisnerAmper LLP required by applicable requirements of the PCAOB regarding EisnerAmper LLP’s communication with the Audit Committee concerning independence, and has discussed with EisnerAmper LLP the firm’s independence. Based on the foregoing, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, for filing with the SEC.

Rocket Pharmaceuticals, Inc.

The members of our Nominating and Corporate Governance Committee are Mr. Pedro Granadillo and Mr. David Southwell. Mr. Southwell serves as chairman of the Nominating and Corporate Governance Committee. Our Board has determined that all members of our Nominating and Corporate Governance Committee are independent as independence is currently defined in Section 5605 of the Nasdaq listing standards. The Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable standards of Nasdaq and which is available on our website at www.ir.rocketpharma.com/corporate-governance/governance-highlights. The inclusion of our website address here and elsewhere in this proxy statement does not include or incorporate by reference the information on our website into this proxy statement.

The responsibilities of our Nominating and Corporate Governance Committee include, among other things:

The Nominating and Corporate Governance Committee periodically determines the qualifications, qualities, skills and other expertise required to be a director and develops, subject to approval by the full Board, criteria to be considered in selecting nominees for director. Among other things, the Nominating and Corporate Governance Committee considers whether the Board reflects the balance of knowledge, experience, skills, expertise, integrity, ability to make analytical inquiries, and diversity as a whole that the Nominating and Corporate Governance Committee deems appropriate and assess the effectiveness of this policy/goal during the Board’s annual evaluation. The Nominating and Corporate Governance Committee has not adopted a policy regarding the consideration of diversity in identifying director nominees. The process followed by the Nominating and Corporate Governance Committee to identify and evaluate director candidates includes requests to current directors and others for background material relating to potential candidates and interviews of selected candidates by members of the Nominating and Corporate Governance Committee and the Board. The Nominating and Corporate Governance Committee may use outside consultants to assist in identifying or evaluating candidates. Final approval of director candidates is determined by the full Board.

The Nominating and Corporate Governance Committee will consider qualified nominations for directors recommended by stockholders. In general, stockholder recommendations are evaluated on the same basis as any recommendation from members of the Board or management of the Company. Recommendations should be sent to our Secretary, c/o Rocket Pharmaceuticals, Inc., 9 Cedarbrook Drive, Cranbury, New Jersey 08512. For additional information about our director nomination requirements, please see “Stockholder Proposals and Nominations” and our Amended and Restated Bylaws (“bylaws”).

The members of our Compensation Committee are Mr. Carsten Boess, Mr. Pedro Granadillo and Dr. Gotham Makker. Mr. Granadillo serves as chairman of the Compensation Committee. All members of the Compensation Committee are independent as independence is currently defined in Section 5605 of the Nasdaq listing standards. The Compensation Committee operates under a written charter that satisfies the applicable standards of Nasdaq and which is available on our website at www.ir.rocketpharma.com/corporate-governance/governance-highlights. The inclusion of our website address here and elsewhere in this proxy statement does not include or incorporate by reference the information on our website into this proxy statement.

The responsibilities of the Compensation Committee include, among other things:

As part of its process for approving or recommending to the Board the compensation for our senior executives other than our Chief Executive Officer, the Compensation Committee reviews and considers the recommendations made by our Chief Executive Officer. In fulfilling its responsibilities, the Compensation Committee may delegate any or all of its responsibilities to a subcommittee of the Compensation Committee, but only to the extent consistent with our certificate of incorporation, bylaws, Nasdaq rules, and other applicable law. In addition, pursuant to its charter, the Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive and director compensation. Since October 2016, the Compensation Committee has directly engaged a compensation consultant to assist with matters relating to senior executive and director compensation. The Compensation Committee requested that its compensation consultant:

The Compensation Committee’s compensation consultant ultimately developed recommendations that were presented to the Compensation Committee for its consideration. These recommendations covered the executive and Board pay programs. Semler Brossy Consulting Group LLC (“Semler Brossy”) has served as the Compensation Committee’s compensation consultant since June 2019. Pursuant to the factors set forth in Item 407 of Regulation S-K of the Exchange Act, the Compensation Committee reviewed the independence of Semler Brossy, and conducted a conflicts of interest assessment (taking into consideration factors specified in the Nasdaq listing standards) on Semler Brossy. The Compensation Committee concluded that Semler Brossy is independent and their work for the Compensation Committee has not raised any conflicts of interest. No other fees were paid to Semler Brossy except fees related to their services to the Compensation Committee.

During the year ended December 31, 2024, the Compensation Committee consisted of Mr. Carsten Boess, Mr. Pedro Granadillo, Naveen Yalamanchi, and Dr. Gotham Makker. No member of our Compensation Committee then in service had ever been an officer or employee of the Company or had any other relationship requiring disclosure herein. None of our executive officers then in office served as a member of the board of directors or compensation committee of any other entity that had one or more of its officers serving on our Board or Compensation Committee.

The members of our Commercial Committee are Mr. Carsten Boess and Mr. R. Keith Woods. Mr. Woods currently serves as chairman of the Commercial Committee. However, as he will not stand for re-election at the Annual Meeting, his term as a member and chairman of the Commercial Committee, will expire at the Annual Meeting.

The Commercial Committee assists the Board in providing guidance and expertise to management in terms of commercial strategy and operations, and the performance of such other functions may be deemed necessary or convenient in carrying out the foregoing. The Commercial Committee plans to commence activities in 2025.

The members of our Research & Development Committee are Dr. Gotham Makker, Dr. Elisabeth Björk, Dr. Mikael Dolsten, and Dr. Fady Malik. Dr. Björk also serves as chairman of the Research & Development Committee. The Research & Development Committee assists the Board in periodically examining management’s strategic direction and investment in the Company’s research and development and technology initiatives. The Research & Development Committee functions as a broadly knowledgeable and objective group to consider and report periodically to the Board on matters relating to the investment in the Company’s research and development and technology initiatives, corporate strategy, business development and product development. The Research & Development Committee held one meeting in 2024.

Dr. Roderick Wong currently serves as chairman of our Board. Our Board has determined that its current structure, with separate Chairman and Chief Executive Officer roles, is in the best interests of the Company and its stockholders at this time. The Board believes that this governance structure promotes balance between the Board’s independent authority to oversee our business and the Chief Executive Officer and his management team who manage the business on a day-to-day basis. Our Board believes that this leadership structure is appropriate for us, given Dr. Wong’s extensive knowledge and understanding of the biopharmaceutical industry and his ability to effectively identify strategic priorities for the Company. Furthermore, our Board believes that Dr. Wong’s qualifications to be our Chairman include his significant experience as a healthcare investor in all stages of the lifecycle of biopharmaceutical companies.

Risk assessment and oversight are an integral part of our governance and management processes. Our Board encourages management to promote a culture that incorporates risk management into the Company’s corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a

focused discussion and analysis of the risks facing the Company. Throughout the year, senior management reviews these risks with the Board at regular Board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks.

Our Board does not have a standing risk management committee, but rather administers this oversight function directly through our Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, and our Audit Committee is responsible for overseeing our significant financial and operational risk exposures and the steps our management has taken to monitor and control these exposures.

The Audit Committee also monitors compliance with legal and regulatory requirements, including managing violations of our code of business conduct and ethics, and considers and approves or disapproves any related-person transactions. Our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines. Our Compensation Committee assesses and monitors whether any of our compensation policies or programs has the potential to encourage excessive risk-taking.

We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The code of business conduct and ethics is available on our website at www.ir.rocketpharma.com/corporate-governance/governance-highlights, under the corporate governance tab on our website. We intend to satisfy applicable disclosure requirements regarding an amendment to, or a waiver from, a provision of our code of business conduct and ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions, by posting such information on our website at the Internet address set forth above within four business days following the date of amendment or waiver. The inclusion of our website address here and elsewhere in this proxy statement does not include or incorporate by reference the information on our website into this proxy statement.

Rocket’s unique set of core values— “Trust,” “Curiosity,” “Generosity” and “Elevate”—is a true beacon of hope within and outside the company. Trust is the bedrock, the ground upon which everything is built. Generosity and curiosity, derived from the same root words as “gene” and “cure,” describe a spirit of giving, aspiring for something greater than oneself, and humility in the search for excellence. Ultimately, the company’s associates and partners seek to elevate themselves, one another, and the lives of patients and families around the world through gene therapy.

In 2022, Rocket formalized its first-ever, management-level ESG Steering Committee. This cross-functional working group consists of individuals from investor relations, legal, EHS, facilities, human resources and other functions, allowing us to gather data and insights for focus areas that affect patients, science, employees, communities, and the environment. Organized in environmental, social and governance verticals, these dedicated team members oversee, develop a strategy for, and review reporting and key performance indicators surrounding our ESG practices.

Stockholders wishing to communicate directly with our Board may send correspondence to our Secretary, c/o Rocket Pharmaceuticals, Inc., 9 Cedarbrook Drive, Cranbury, New Jersey 08512. Our Secretary will relay the information received to the Board. Stockholders may also visit our website at www.rocketpharma.com and select “Contact Us” to communicate online with us.

The Company’s stockholders are being asked by the Audit Committee to ratify the appointment of EisnerAmper LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. EisnerAmper LLP has served as the independent registered public accounting firm for Private Rocket since 2016 and was appointed to be the independent registered public accounting firm for the Company on March 16, 2018. The Audit Committee is solely responsible for selecting the Company’s independent registered public accounting firm, and stockholder approval is not required to appoint EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. However, the Board believes that submitting the appointment of EisnerAmper LLP to the stockholders for ratification is good corporate governance. If the stockholders do not ratify this appointment, the Audit Committee will reconsider whether to retain EisnerAmper LLP. If the selection of EisnerAmper LLP is ratified by the Company’s stockholders, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interest of the Company and its stockholders. Representatives of EisnerAmper LLP are expected to be present at the Annual Meeting. These representatives will be provided an opportunity to make a statement at the Annual Meeting if they desire to do so and will be available to respond to appropriate questions from stockholders.

The proposal to ratify the appointment of EisnerAmper LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025, requires the affirmative vote of a majority of the votes cast for and against this proposal at the Annual Meeting by holders of shares present by means of remote communication via the Internet or represented by proxy and entitled to vote on this proposal.

THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF EISNERAMPER LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.

The Audit Committee pre-approves all audit and permissible non-audit services provided by its independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval may be given as part of the Audit Committee’s approval of the scope of the engagement of the independent registered public accounting firm or on an individual case-by-case basis. All of the services described below were approved by our Audit Committee.

The following table presents aggregate fees billed for each of the years ended December 31, 2024 and 2023 for professional services rendered by EisnerAmper LLP in the categories listed below.

The Audit Committee pre-approved all services provided by our independent registered public accounting firm for the fiscal year ended December 31, 2024.

Our Board is providing our stockholders with an opportunity to cast a non-binding, advisory vote to approve the compensation of our named executive officers.

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) enables our stockholders to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules. As described below in the “Compensation Discussion and Analysis” section, we have developed a compensation program that is designed to motivate employees to achieve short-term and long-term results that are in the best interests of our stockholders. We believe our compensation policy strikes an appropriate balance between the implementation of responsible, measured compensation practices and the effective provision of incentives for our named executive officers to exert their best efforts for our success.

We are asking for stockholder approval, on a non-binding, advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement, which includes the disclosures under the “Compensation Discussion and Analysis” section below, including the compensation tables and the narrative discussion following the compensation tables in this proxy statement. This vote, commonly referred to as the “Say on Pay” vote, is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the policies and practices described in this proxy statement. We currently hold our Say on Pay vote every year. Stockholders will have an opportunity to cast an advisory vote on the frequency of our Say on Pay votes at least every six years. The next advisory vote on the frequency of our Say on Pay vote will occur no later than the 2027 Annual Meeting of Stockholders.

The following resolution will be submitted for a stockholder vote at the Annual Meeting:

“BE IT RESOLVED THAT the Company’s stockholders hereby approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement for the 2025 Annual Meeting of Stockholders pursuant to Section 14A of the Exchange Act, including the Compensation Discussion and Analysis, the Summary Compensation Table, and the narrative disclosures that accompany the compensation tables.”

As this vote is advisory, it will not be binding upon the Board or the Compensation Committee, and neither the Board nor the Compensation Committee will be required to take any action as a result of the outcome of this vote. However, the Compensation Committee will carefully consider the outcome of this vote when considering future executive compensation policies and decisions.

For approval, this proposal must receive the affirmative vote of a majority of the votes cast for and against this proposal by the holders of shares present by means of remote communication via the Internet or represented by proxy and entitled to vote on this proposal. Abstentions and broker non-votes will have no effect on Proposal No. 3.

THE BOARD RECOMMENDS A VOTE “FOR” PROPOSAL NO. 3 TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

Our Board does not know of any other business to be brought before the Annual Meeting or any adjournment or postponement thereof other than those stated in this proxy statement. If any other business not mentioned in this proxy statement is properly brought before the Annual Meeting or any adjournment or postponement thereof, the persons named in the proxy card will vote as recommended by the Board or, if no recommendation is given, will use their discretionary voting authority under the proxy card to vote in accordance with their best judgment on such business.

This Compensation Discussion and Analysis provides an overview of the material elements of our executive compensation program during the fiscal year ended December 31, 2024 (“fiscal 2024”) for the following “named executive officers,” whose compensation is set forth in the Summary Compensation Table and other compensation tables contained in this proxy statement:

This section also discusses our executive compensation philosophy, objectives and design; how and why the Compensation Committee arrived at the specific compensation policies and decisions during fiscal 2024; the role of Semler Brossy, the Compensation Committee’s independent compensation consultant; and the peer group used in evaluating executive compensation.

We are a fully integrated, late-stage biotechnology company focused on the development of first, only and best in class gene therapies, with direct on-target mechanism of action and clear clinical endpoints, for rare and devastating diseases.

We have two clinical stage and one pre-clinical stage in vivo adeno-associated viral (AAV) programs in the U.S., which include programs for:

In September 2023, we announced our alignment with the FDA on our pivotal study design for RP-A501 in DD. Completion of enrollment in this study was announced in September 2024, and dosing and follow-up are ongoing. We have received FDA clearance of an investigational new drug (IND) application for RP-A601, and we have initiated a Phase 1 study for this program. For the BAG3 program, nonclinical and IND enabling studies are ongoing. Submission of the IND is anticipated in the first half of 2025.

We also have three clinical-stage ex vivo lentiviral (LV) programs, which include programs for:

In September 2023, the U.S. Food and Drug Administration (FDA) accepted the Biologics License Application (BLA) and granted priority review for RP-L201 for the treatment of severe LAD-I. In June 2024, we announced

that the FDA had issued a Complete Response Letter (CRL) in response to the BLA wherein the FDA requested limited additional Chemistry Manufacturing Controls (CMC) information to complete its review. Submission of complete BLA to resolve Complete Response Letter anticipated in 2025. With respect to RP-L201, treatments in the FA Phase 2 studies were completed in 2023 and submission of a BLA on a rolling review basis was initiated in September 2024. In April 2024, the European Medicines Agency (EMA) accepted our Marketing Authorization Application (MAA) for RP-L102. Additional work on a gene therapy program for the less common FA subtypes C and G is ongoing. With respect to RP-L301, we have reached agreement with the FDA on the study design of the Phase 2 pivotal trial for RP-L301, our ex vivo LV-based program targeting PKD. While the Phase 2 RP-L301 study is ready for patient enrollment, we are currently focusing our resources on other programs and have not initiated enrollment in the Phase 2 RP-L301 study.

We have global commercialization and development rights to all of these product candidates under royalty-bearing license agreements.

In fiscal 2024, we achieved significant financial and business results, including:

In February 2024, the review time for the BLA filing for RP-L201 for the treatment of LAD-I was extended by three months, to June 30, 2024, to allow additional time to review clarifying CMC information submitted by us in response to FDA information requests. In June 2024, we announced that the FDA issued a CRL in response to the LAD-I BLA wherein the FDA requested limited additional CMC information to complete its review. The impact of the LAD-I CRL impacted the timing of the BLA filing for RP-L102 for the treatment of FA. The Company initiated a rolling BLA for RP-L102 and submission of the final module is anticipated in 2025.

In fiscal 2024, the key highlights of our executive officer compensation program included:

On March 25, 2024, Aaron Ondrey was appointed as the Company’s Chief Financial Officer and Principal Financial Officer. In connection with such appointment, the Company and Mr. Ondrey entered into an executive employment agreement. Please see “Executive Agreements; Termination and Change in Control Benefits” below for additional details.

Our stockholders have the opportunity annually to cast a non-binding, advisory vote to approve the compensation of our named executive officers. Consistent with the recommendation of our Board and the preference of our stockholders as reflected in the non-binding, advisory vote on the frequency of future “Say On Pay” votes conducted at our 2021 annual meeting of stockholders, we intend to provide for annual non-binding, advisory votes on the compensation of our named executive officers. The next non-binding, advisory vote on the frequency of our Say on Pay vote will occur no later than our 2027 annual meeting of stockholders.

At our 2024 annual meeting of stockholders, our Say On Pay proposal was approved by approximately 98.4% of the votes cast. While we view the strong support expressed in the Say On Pay proposal as a general endorsement of our named executive officer compensation program, we believe that it is constructive to have an ongoing dialogue with our stockholders and intend to take the views of our stockholders into consideration when making future decisions about named executive officer compensation.

We have designed our executive compensation program to achieve the following objectives:

We believe that our executive compensation program should include short-term and long-term elements and should reward consistent performance in achieving the corporate and strategic objectives that support long-term value creation. We evaluate both performance and compensation to ensure that the compensation provided to our executive officers remains competitive relative to compensation paid by similar companies operating in the biotechnology and pharmaceuticals industry, in particular our peer companies, taking into account the role and performance of the individual executive and the performance and strategic objectives of Rocket Pharmaceuticals.

Our executive compensation and corporate governance programs are designed to link pay with operational performance and increase long-term stockholder value while striking a responsible balance between risk and reward. To accomplish these objectives, we have adopted the following policies and practices over time:

The compensation arrangements for our executive officers consist of base salary, performance-based cash incentives, equity awards, and broad-based welfare and health benefit programs. While we offer cash compensation in the form of base salaries and annual cash incentives, we intend equity compensation to be the central component of our executive compensation program.

We emphasize the use of equity to provide incentives for our executive officers to focus on the growth of our overall enterprise value and, correspondingly, to create value for our stockholders. The longer-term nature of equity mirrors the long-term investment in bringing new therapies to market and incentivizes continuity of leadership over the long term. For 2024, other than for Dr. Patel, we provided equity compensation to our named executive officers in the form of stock options at a weighting of 67% and RSUs at a 33% weighting (based on the grant date fair value of the awards under generally accepted accounting principles). We believe that stock options serve as an effective performance incentive for our executive officers because the executive officer derives value only if our stock price increases and RSUs are complementary to stock options in that they are highly aligned with our stock price between the grant date and vesting dates. However, their shorter duration (i.e., lack of an exercise period) allow for value delivery to our named executive officers that is more consistent with the programs at other, larger pharma companies with which we compete for talent. The Compensation Committee also believes that stock options align our named executive officers’ compensation opportunities with sustainable long-term increases in our stock and fosters a “start-up” entrepreneurial culture that is critical to our company’s identity. For Dr. Patel, for 2024, we provided equity compensation in the form of stock options at a weighting of approximately 17%, RSUs at an approximately 33% weighting and PSUs at an approximately 50% weighting (based on the grant date fair value of the awards under generally accepted accounting principles). The PSUs were granted to Dr. Patel due to her criticality in the execution of the goals underlying the PSUs.

The Compensation Committee intends to review our executive compensation program, including our equity compensation program, at least annually and with input from its independent compensation consultant. As part of this review process, the Compensation Committee considers whether our programs support our ability to attract, retain and motivate talented executive officers in a manner that drives the success of our business. This evaluation is conducted with input from the management team, as well as the Compensation Committee’s consideration of competitive market data and input provided by the Compensation Committee’s independent compensation consultant. The Compensation Committee also evaluates whether we are meeting our retention objectives and the potential cost of replacing key executive officers.

The Compensation Committee is responsible for reviewing, evaluating, and approving the compensation arrangements of our executive officers and for establishing and maintaining our executive compensation policies and practices. The Compensation Committee seeks input and receives recommendations from our Chief Executive Officer when discussing the performance and compensation of other executive officers, and in determining the financial and accounting implications of our compensation programs and hiring decisions. The Compensation Committee is authorized to engage its own independent advisors to provide advice on matters related to executive compensation and general compensation programs. For additional information on our Compensation Committee, see “Board of Directors and Corporate Governance-Board Committees” elsewhere in this proxy statement.

In fiscal 2024, our CEO and human resources team assisted the Compensation Committee in evaluating the performance of our other executive officers and making recommendations to the Compensation Committee with respect to base salary adjustments, target annual cash incentive opportunities, actual cash incentive award payments, and equity awards for each executive officer. While the Compensation Committee takes these recommendations into consideration, it exercises its own independent judgment in approving the compensation of our executive officers. In setting compensation for the CEO, the Compensation Committee consults with the full Board, excluding the CEO.

In fiscal 2024, the Compensation Committee retained Semler Brossy to provide advice regarding our executive compensation program. Pursuant to this engagement, Semler Brossy performed the following projects for the Compensation Committee:

Semler Brossy does not provide any other services to us. Semler Brossy maintains a conflict of interest policy that is specifically designed to prevent any conflicts of interest. In addition, the Compensation Committee has assessed the independence of Semler Brossy considering, among other things, the factors set forth in Exchange Act rules and the Nasdaq listing standards and concluded that no conflict of interest exists with respect to Semler Brossy’s engagement by the Compensation Committee.

The Compensation Committee annually reviews and approves a compensation peer group designed to reflect companies that are in the biotechnology and pharmaceutical sectors, with similar company stage, pipeline, headcount and market capitalization.

The peer group approved in September 2023, which was used to inform pay decisions for our fiscal year 2024, is shown below. At the time of the group’s approval, we had a market capitalization in the range of the median and a headcount below the median for the compensation peer group. Our compensation peer group for fiscal 2024 consisted of the following companies:

Agios Pharmaceuticals, Inc. (AGIO)

Allogene Therapeutics, Inc. (ALLO)

Amicus Therapeutics, Inc. (FOLD)

Beam Therapeutics Inc. (BEAM)

bluebird bio, Inc. (BLUE)

BridgeBio Pharma, Inc. (BBIO)

CRISPR Therapeutics AG (CRSP)

Editas Medicine, Inc. (EDIT)

Intellia Therapeutics, Inc. (NTLA)

Krystal Biotech, Inc. (KRYS)

Mirati Therapeutics, Inc. (MRTX prior to merger with Bristol-Myers Squibb Company)

Regenxbio Inc. (RGNX)

Replimune Group, Inc. (REPL)

Rhythm Pharmaceuticals, Inc. (RYTM)

Tenaya Therapeutics, Inc. (TNYA)

Ultragenyx Pharmaceutical Inc. (RARE)

uniQure N.V. (QURE)

The Compensation Committee subsequently approved changes to the peer group during its September 2024 review. The information from this updated group informed the pay design for our fiscal year 2025. Arrowhead Pharmaceuticals, Inc., Day One Biopharmaceuticals, Inc., Denali Therapeutics Inc., and Kura Oncology, Inc. were added to the peer group, while 4D Molecular Therapeutics, Inc., bluebird bio, Inc., Mirati Therapeutics, Inc., Tenaya Therapeutics, Inc., and uniQure N.V. were removed from the group.

The Compensation Committee considers the compensation levels of the executives at the companies in our compensation peer group to provide general guidance and a benchmark for market practices, without rigidly setting compensation based on specific percentiles relative to the peer group. The Compensation Committee believes that over-reliance on benchmarking can result in compensation that is unrelated to the value delivered by our executive officers because it does not take into account the specific performance of the executive officers, the relative size, growth, and performance of the Company, or any unique circumstances or strategic considerations of the Company.

Our executive compensation program consists of three principal components:

In fiscal 2024, approximately 93% of our CEO’s and an average of approximately 83% of our other named executive officers’ total target compensation consisted of “at-risk” and/or performance-based compensation (with equity awards valued using their grant date fair value under generally accepted accounting principles).

We offer base salaries that are intended to provide a stable level of fixed compensation to our executive officers for performance of their day-to-day responsibilities. Each executive officer’s base salary was originally established as the result of arm’s-length negotiation with the individual at the time of his or her initial hiring. Base salaries for our executive officers are reviewed annually to determine whether an adjustment is warranted to reflect changes in market conditions or other factors, including changing responsibilities as our executive officers’ positions evolve. In February 2024, the Compensation Committee reviewed the base salaries of our named executive officers and, after considering analysis performed by Semler Brossy, determined to increase base salaries, effective as of March 1, 2024, for certain of our named executive officers in recognition of strong performance by the named executive officer and to better align base salaries with the median of base salaries for similarly situated executives in our peer group. The base salaries for our named executive officers during fiscal 2023 and fiscal 2024 are set forth below.

We provide our executive officers with the opportunity to receive annual cash incentives. The annual cash incentives are intended to promote our corporate objectives. When determining performance after the annual performance period, the Compensation Committee considers the Company’s performance across various corporate objectives that it considers to be the primary drivers of our business and that will promote long-term durable growth. For our named executive officers other than our CEO, the Compensation Committee also considers pre-established, objective individual performance goals. In February 2024, the Compensation Committee

reviewed the target cash incentive amounts of our named executive officers and maintained the targets, as a percentage of base salary, the same as fiscal 2023. The fiscal 2024 target cash incentive amounts for our named executive officers, both in dollars and as a percentage of base salary, are set forth below (prorated for Mr. Ondrey’s partial year of service).

In January 2024, the Compensation Committee set the following corporate objectives for fiscal 2024:

The annual cash incentive objectives did not have specific threshold or maximum levels associated with them so that the Compensation Committee retains the ability to consider the totality of achievements in a given year. We believe that overreliance on formulaic goals can result in compensation that is disconnected from the value actually delivered by our named executive officers on our corporate objectives and their individual performance.

With respect to the goals of advancing the clinical development pipeline and bringing promising clinical-stage products to market, in February 2024, the review time for the BLA filing for RP-L201 for the treatment of LAD-I was extended by three months, to June 30, 2024, to allow additional time to review clarifying CMC information submitted by us in response to FDA information requests. In June 2024, we announced that the FDA issued a CRL in response to the LAD-I BLA wherein the FDA requested limited additional CMC information to complete its review. The impact of the LAD-I CRL impacted the timing of the BLA filing for RP-L102 for the treatment of FA. The Company initiated a rolling BLA for RP-L102 and submission of the final module is anticipated in 2025. In February 2025, the Compensation Committee evaluated the Company’s performance across its corporate objectives and, taking into account the delays in BLA filings for LAD-I and FA, as well as all of the progress made on the Company’s fiscal 2024 goals, determined that the corporate objectives were achieved at 80% of target.

In addition, the Compensation Committee assessed the individual performance of each named executive officer, whose annual bonus for 2024 was also based on such assessment. The Compensation Committee determined that, for the individual performance multiplier, Mr. Militello achieved 90% of target, Mr. Ondrey achieved 90% of target, Dr. Shah achieved 62.5% of target, Dr. Patel achieved 62.5% of target, Mr. Wilson 90% of target and Dr. Schwartz achieved 100% of target. In making its determinations regarding individual performance, the Compensation Committee considered the following achievements in 2024 for each of the named executive officers:

In light of such achievement, the Compensation Committee determined to award annual cash incentive awards to the named executive officers as set forth in the following table (prorated for Mr. Ondrey’s partial year of service).

We believe that strong long-term corporate performance is achieved with a compensation program that encourages a long-term focus by our executive officers through the use of equity compensation, the value of which depends on the performance of our common stock. For this reason, our long-term incentive compensation to date has been provided largely in the form of equity awards. Historically, we have used stock options and RSUs to help align the interests of our executive officers with the interests of our stockholders and to enable them to participate in the appreciation of our common stock.

The Compensation Committee believes that a balance between options and RSU’s is appropriate given the inherent performance-based nature of stock options (through the exercise price) and the shorter duration and direct alignment to stock price. To that end, other than Dr. Patel, the equity grant mix to our executive officers for 2023 was 67% in the form of stock options and 33% in the form of RSUs (based on the grant date fair value under generally accepted accounting principles). The Compensation Committee believes at this time that this mix best balances Rocket’s size, scale, and complexity as a later-stage pre-commercial pharma company with its entrepreneurial, “start-up” identity. For Dr. Patel, for 2024, we provided equity compensation in the form of stock options at a weighting of approximately 17%, RSUs at an approximately 33% weighting and PSUs at an approximately 50% weighting (based on the grant date fair value of the awards under generally accepted accounting principles). The PSUs were granted to Dr. Patel due to her criticality in the execution of the goals underlying the PSUs, as described below.

The size and form of the equity awards for our executive officers are determined by the Compensation Committee at a level that it believes is competitive with current market conditions (as reflected by our compensation peer group), and after taking into consideration each individual executive officer’s role and the scope of his or her responsibilities, his or her experience, his or her past performance and expected future contributions, his or her current equity holdings and the potential equity awards of our other executive officers.

The Compensation Committee also considers the number of underlying shares granted, with a reference to the executive’s total percentage ownership in the Company, and prior year performance as an input into decision-making.

The Company has historically reviewed executive officer market benchmarks prepared by Semler Brossy utilizing the peer group during the December Compensation Committee meeting and during the February Compensation Committee meeting when executive pay levels are discussed and approved. The Company has historically awarded executive officers, other than new hires, annual equity awards during the first fiscal quarter, in either January/February. From time to time, the Company will make off-cycle awards for executive officer retention or promotion or other corporate purposes.

Below is a summary of the annual stock options and RSU grants to our named executive officers for fiscal 2024. Our annual RSUs and annual grants of stock options vest over three years, with one-third vesting on the first anniversary of the date of grant and the remainder vesting in equal quarterly installments over the following two years.

The PSU award to Dr. Patel had an intended target value of $3 million and was split into three equally-weighted tranches that could be earned based on the achievement of pre-established clinical goals set at the time of grant. One-third of the PSU award was eligible to vest if, on or before September 30, 2024, the FDA approved the BLA for the use of RP-L201 in the treatment of LAD-I. This vesting condition was not met and, consequently, this portion of the award was forfeited. One-third of the PSU award was eligible to vest if, on or before December 31, 2024, the FDA accepted for filing the BLA for RP-L102 for FA. This vesting condition was not met and, consequently, this portion of the award was forfeited. The remaining one-third of the PSU award is eligible to vest if on or before June 30, 2025, the Company completes dosing for all 12 individuals enrolled in the Company’s Phase 2 trial for RP-A501 for DD.

As part of its annual review of long-term incentive compensation, the Compensation Committee reviewed the long-term incentive compensation levels for the named executive officers, including the CEO, in February 2025.

Based upon the Company’s performance in 2024, the Compensation Committee determined that the aggregate target value of Dr. Shah’s 2025 equity awards would be $2.695 million, a decrease of approximately 55% year-over-year. The aggregate target grant date fair value for Mr. Militello’s 2025 equity awards would be $442,000, a decrease of approximately 41% year-over-year. The aggregate target grant date fair value for Mr. Ondrey’s 2025 equity awards would be $1.988 million, a decrease of approximately 24% year-over-year. The aggregate target grant date fair value for Dr. Patel’s 2025 equity awards would be $1.907 million, a decrease of approximately 36% year-over-year. The aggregate target grant date fair value for Mr. Wilson’s 2025 equity awards would be $1.988 million, an increase of approximately 33% year-over-year. The aggregate target grant date fair value for Dr. Schwartz 2025 equity awards would be $1.767 million, an increase of approximately 1% year-over-year.

Our employee benefit programs, including our 401(k) plan and health and welfare programs, are designed to provide a competitive level of benefits to our employees generally, including our named executive officers and their families. We adjust our employee benefit programs as needed based upon regular monitoring of applicable laws and practices and the competitive market. Our named executive officers are eligible to participate in the same employee benefit plans, and on the same terms and conditions, as all other U.S. full-time employees.

Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not generally provide perquisites to our executive team. In the future, we may provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual executive in the performance of his or her duties, to make our executive team more efficient and effective and for recruitment, motivation or retention purposes. All future practices with respect to perquisites or other personal benefits will be subject to review and approval by our Compensation Committee.

We have entered into post-employment compensation arrangements with certain of our named executive officers as described in more detail in “Severance and Change in Control Agreements” below.

In determining payment and benefit levels under the various circumstances covered by such post-employment compensation arrangements, the Compensation Committee has drawn a distinction between voluntary terminations of employment, terminations of employment for cause, and involuntary terminations of employment both in connection with or not involving a change in control of the Company. Payment in the latter circumstances has been deemed appropriate in light of the benefits to us described above, as well as the likelihood that the executive officer’s departure is due, at least in part, to circumstances not within his or her control. In contrast, we believe that payments are generally not appropriate in the event of a voluntary resignation or a termination of employment for cause because such events often reflect either an affirmative decision by the executive officer to end his or her relationship with us or inadequate performance.

The post-employment compensation arrangements with certain of our named executive officers also contain certain specified payments and benefits in the event of an involuntary termination of employment in connection with a change in control of the Company. We believe that these arrangements are designed to align the interests of management and stockholders when considering the long-term future for the Company. The primary purpose of these arrangements is to keep our most senior executive officers focused on pursuing all corporate transaction activity that is in the best interests of stockholders regardless of whether those transactions may result in their own job loss. Reasonable post-acquisition payments and benefits should serve the interests of both the executive officer and our stockholders.

We do not provide any executive officer, including any named executive officer, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer may owe as a result of the application of Sections 280G or 4999 of the Internal Revenue Code of 1986, as amended (the “Code”).

In March 2022, our Board adopted a clawback policy that covers incentive compensation paid to our employees. The policy provides that our Board or Compensation Committee may require an employee to repay to us compensation in the following circumstances: (i) as required by Section 304 of the Sarbanes-Oxley Act; (ii) as required by Section 954 of the Dodd-Frank Act as set forth in the Nasdaq Clawback Policy (as defined below); (iii) as required by any other applicable law, regulation or regulatory requirement; (iv) if we suffer significant financial loss, reputational damage or similar adverse impact as a result of actions taken or decisions made by the employee in circumstances constituting illegal or intentionally wrongful conduct, or gross negligence; or (v) if the employee is awarded or is paid out under the Second Amended and Restated 2014 Stock Option and Incentive Plan (the “2014 Plan”) and any successor plan, or any other incentive compensation plan of the Company on the basis of significantly incorrect financial calculations or information or if events coming to light after the award or payout would have significantly reduced the amount of the award or payout if known at the time of the award or payout.

In September 2023, we adopted the Nasdaq Rule 5608 Compensation Clawback Policy (the “Nasdaq Clawback Policy”) for purposes of compliance with Section 10D of the Exchange Act and the Nasdaq listing standards. The Nasdaq Clawback Policy provides for the mandatory recovery of certain cash- and equity-based compensation paid to executive officers on or after October 2, 2023, including our named executive officers, on the basis of the achievement of financial performance measures in the event of an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws.

In March 2022, we adopted stock ownership guidelines that are applicable to executive officers, including our named executive officers, who are subject to the reporting requirements of Section 16 of the Exchange Act. The stock ownership policy requires that the Chief Executive Officer own equity in the company equal to at least three times his annual base salary and that all other covered executive officers’ own equity in the company equal to at least his or her annual base salary. The stock ownership policy provides for a phase-in period, which is generally five years from the adoption of the guidelines or the executive officer’s appointment. The stock ownership policy also includes certain

share retention obligations that apply to officers who have not met the minimum equity ownership requirements by the end of their phase-in period or who cease to hold the minimum equity ownership at any time following such date. Additionally, each Director is required to own Common Shares having a value equal to or greater one times the annual cash retainer payable to the Directors for Board membership. The phase-in period for directors is three years from the adoption of the guidelines or the director’s appointment.

The Company has adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees. The policy generally requires that our executive officers and members of our Board may not trade in our equity securities during “blackout” periods and that such individuals must pre-clear trades or adopt plans in accordance with Exchange Act Rule 10b5-1 for sales of securities which they beneficially own. A copy of our insider trading policy is filed as Exhibit 19 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements.

Our insider trading policy applies to all employees, including our named executive officers, and members of our Board and prohibits any hedging and monetization transactions that transfer, with respect to equity compensation, all or a portion of the risk of a decline in the market price of shares of Company common stock. Instruments that would be considered to be a “hedge” include prepaid variable forward contracts, equity swaps, collars, and exchange funds. In addition, employees and members of our Board may not engage in short sales or transactions in publicly traded options on Company securities, such as puts, calls, and other derivative securities, on an exchange or in any other organized market. Further, such persons are prohibited from entering into loans or other arrangements where Company securities are pledged as collateral, except as may be approved by our full Board. Standing orders may only be used only for a very brief period of time.

The Compensation Committee has reviewed our executive and employee compensation programs and does not believe that our compensation policies and practices encourage undue or inappropriate risk taking or create risks that are reasonably likely to have a material adverse effect on us. The reasons for the Compensation Committee’s determination include the following:

We account for stock compensation in accordance with the authoritative guidance set forth in FASB ASC Topic 718, which generally requires companies to measure and recognize the compensation expense for all share-based awards made to employees and directors, including stock options and RSU awards, over the period during which the award recipient is required to perform services in exchange for the award.

Generally, Section 162(m) of the Code, disallows a tax deduction to certain publicly held corporations for any remuneration in excess of $1 million paid in any taxable year to their chief executive officer, chief financial officer, and certain other current and former highly compensated officers and employees that qualify as covered employees within the meaning of Section 162(m) of the Code. The Compensation Committee considers tax deductibility when structuring our executive compensation arrangements for our current and former executive officers. However, the Compensation Committee may, in its judgment, pay compensation that is not fully tax deductible to the extent it determines that doing so is appropriate to attract and retain executive talent or to meet other business needs. The Compensation Committee intends to continue to compensate our current and former executive officers, including the named executive officers, in a manner consistent with our best interests and the best interests of our shareholders.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included in this proxy statement with management and based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be incorporated by reference in Rocket Pharmaceutical’s Annual Report on Form 10-K for fiscal 2024 and included in this proxy statement.

The Compensation Committee

 

Pedro Granadillo (Chair)

Carsten Boess

Gotham Makker

The following table sets forth the total compensation awarded to or earned by our NEOs during the fiscal years indicated.

The following table shows information regarding grants of plan-based awards during the fiscal year ended December 31, 2024 to the Company’s named executive officers. The awards were granted on the same day that they were approved by our Compensation Committee.

The following table provides information concerning outstanding equity awards held by each of our named executive officers as of December 31, 2024.