ROCKET PHARMACEUTICALS INC (RCKT)
Sector: Health Care
2026 Annual Meeting Analysis
ROCKET PHARMACEUTICALS INC · Meeting: May 20, 2026
Directors FOR
1
Directors AGAINST
6
Say on Pay
AGAINST
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
Dr. Wong has served as Chairman since 2018, making him fully accountable for the period over which RCKT's stock has lost nearly 79% over three years while the XBI — SPDR S&P Biotech ETF — gained 70%, a gap of nearly 149 percentage points that far exceeds the 30-point trigger threshold for companies with negative absolute returns; the five-year record is even worse (-91.8%), confirming sustained rather than temporary underperformance.
Mr. Boess has served on the board since 2016, making him fully accountable for the three-year period during which RCKT lost nearly 79% while the XBI — SPDR S&P Biotech ETF — gained 70%, a gap of roughly 149 percentage points well above the 30-point trigger; the five-year TSR of -91.8% shows no mitigating longer-term track record.
Dr. Dolsten joined in September 2024, giving him roughly 18 months of tenure — just inside the range where the policy applies proportionally rather than granting a full exemption — and the stock's catastrophic underperformance of nearly 149 percentage points versus the XBI — SPDR S&P Biotech ETF — during his partial tenure, combined with his non-independent status due to a paid consulting arrangement with the company, warrants a withhold vote.
Dr. Malik has served since March 2022, placing him squarely within the three-year window during which RCKT lost nearly 79% versus the XBI — SPDR S&P Biotech ETF — gaining 70%, a gap of roughly 149 percentage points far above the 30-point trigger threshold; the five-year record does not mitigate as it is equally poor.
Dr. Shah has served as CEO and director since 2018 and is fully accountable for the three-year period during which RCKT lost nearly 79% while the XBI — SPDR S&P Biotech ETF — gained 70%; per policy, executive directors are subject to the same TSR trigger as all other directors, and this vote against him as a director is independent of the Say on Pay evaluation.
Mr. Southwell has served since 2014, making him one of the longest-tenured directors, and is fully accountable for the devastating three-year underperformance of nearly 149 percentage points versus the XBI — SPDR S&P Biotech ETF — with no mitigating five-year track record given RCKT's five-year return of -91.8%.
For Analysis
Dr. Fong joined the board in September 2025, giving him less than 24 months of tenure and qualifying him for the new-director exemption from the TSR underperformance trigger; he brings relevant biopharmaceutical and venture capital expertise and no overboarding or independence concerns are identified.
Six of the seven nominees are recommended AGAINST due to severe and sustained stock price underperformance: RCKT has lost nearly 79% over three years while the XBI — SPDR S&P Biotech ETF — gained 70%, a gap of roughly 149 percentage points that far exceeds the 30-point trigger threshold for companies with negative absolute returns; only Dr. Fong, who joined in September 2025, qualifies for the new-director exemption and receives a FOR recommendation.
Say on Pay
✗ AGAINSTCEO
Gaurav D. Shah, M.D.
Total Comp
$3,510,241
Prior Support
98%%
The CEO received total compensation of $3.51 million in 2025, with over 80% in the form of equity awards (stock options and restricted stock units); however, the restricted stock units vest purely based on the passage of time with no performance conditions attached, meaning executives receive these awards regardless of whether the company's stock goes up or down — which our policy treats as fixed pay disguised as variable pay. More fundamentally, the pay-for-performance alignment test fails: RCKT's stock lost nearly 79% over the past three years while the XBI — SPDR S&P Biotech ETF — gained 70%, a gap of roughly 149 percentage points, yet executives continued to receive above-benchmark equity grants and cash bonuses during this period, meaning shareholders lost enormous value while executive incentive pay was not meaningfully curtailed. Although the prior Say on Pay vote received 98% support, that high approval pre-dates full visibility into the depth of the underperformance and does not override the objective pay-for-performance misalignment identified here.
Auditor Ratification
✗ AGAINSTAuditor
EisnerAmper LLP
Tenure
8 yrs
Audit Fees
$550,935
Non-Audit Fees
$201,353
EisnerAmper LLP has served as the company's auditor since 2016 (approximately 8 years), well below the 25-year tenure trigger; the non-audit fee ratio is approximately 36.5% (tax fees of $201,353 against audit fees of $550,935), which is below the 50% threshold that would raise independence concerns; with RCKT currently a sub-$1 billion market cap company, EisnerAmper is an appropriate auditor, and no material restatements are disclosed, so all policy screens pass and the vote is FOR.
Overall Assessment
The 2026 Rocket Pharmaceuticals annual meeting presents a ballot where the dominant issue is catastrophic stock underperformance — RCKT has lost nearly 79% over three years while the biotech benchmark (XBI — SPDR S&P Biotech ETF) gained 70% — driving AGAINST votes on six of seven director nominees and on the executive pay program; the auditor ratification passes all policy screens and receives a FOR vote, while the stock option exchange program falls outside the current policy scope and is not evaluated.