📋 What This Document Is 📝

This document is a Preliminary Proxy Statement (Schedule 14A), which is a formal report filed with the SEC. Think of it as the comprehensive instruction manual for shareholders, explaining everything that will be decided at the company's annual meeting. 📖

The purpose is to inform shareholders about the 2026 Annual Meeting of Stockholders, detailing the major business items up for a vote, including electing board directors, approving executive compensation, and a proposed change to the company’s stock structure.

👉 Key takeaway: This document does not contain financial results but rather governance and procedural matters—it's all about who runs the company and how its capital structure will change.

🏢 Rockwell Medical's Business Snapshot 💡

Rockwell Medical, Inc. is a company operating in the life sciences and biopharmaceutical space. The core of its business involves providing medical products, with a significant focus on the dialysis business. 🏥

The company is headquartered at 30142 Wixom Road in Wixom, Michigan. It is a publicly-traded company (RMTI) with 39,405,302 shares of common stock outstanding.

👉 Why it matters: Knowing the company operates in the complex life sciences sector helps readers understand why governance (like board oversight and strict compliance) is so critical.

🗓️ The 2026 Annual Meeting Details ⏰

The Annual Meeting of Stockholders is a crucial event where shareholders exercise their voting rights to elect leadership and approve corporate policies. 📅

• Date & Time: The meeting is scheduled for June 12, 2026, at 10:00 a.m. Eastern Time.
• Format: It will be held entirely virtually (online).
• Record Date: To be entitled to vote, stockholders must be on the record date of April 16, 2026.
• Voting Mechanics: Shareholders can participate online at www.virtualshareholdermeeting.com/RMTI2026. For those who own shares in "street name" (through a broker), the filing emphasizes the need to direct the broker on how to vote, or risk having "non-routine" proposals (like the stock split) not counted.

🗳️ The Proposals Before Shareholders 🗳️

The Proxy Statement outlines four main actions that shareholders will vote on. These are critical governance votes that dictate the company's leadership and financial structure for years to come.

• Proposal 1: Director Elections: Electing two Class II directors for three-year terms, until their successors are elected and qualified.
• Proposal 2: NEO Compensation: Approving, on an advisory basis, the compensation of the Named Executive Officers (NEOs).
• Proposal 3: Auditor Ratification: Voting to ratify the selection of EisnerAmper LLP as the independent registered public accounting firm for 2026.
• Proposal 4: Reverse Stock Split: Approving and adopting an amendment to the Company’s Certificate of Incorporation to execute a reverse stock split.

👉 Why it matters: The reverse stock split is a major corporate action. It doesn't change the company's value, but it reduces the number of shares outstanding, which can make the per-share price look higher and more stable.

👥 Leadership & Governance Structure 🏛️

The Board of Directors is the group that oversees management and makes high-level strategic decisions. The structure of the Board is designed to ensure accountability and separation of roles. 🤝

• Leadership Separation: The Board strongly believes that separating the roles of Chairman of the Board and Chief Executive Officer is in the best interest of the company.
• Current Roles: Robert S. Radie serves as the Chairman of the Board, while Dr. Mark Strobeck serves as the President and Chief Executive Officer.
• Director Classes: The Board is divided into three classes (I, II, and III), with terms expiring over multiple years (e.g., Class II terms expire at the 2029 annual meeting).
• Independence: The Board has identified multiple directors (including Cooper, Radie, and Ravich, and Lau and Nissenson) as independent, which is a key requirement for good corporate governance.

🧑‍⚖️ The Committee Oversight Bodies ✅

To prevent conflicts of interest and ensure rigorous oversight, the Board has established three key committees. These groups perform specialized reviews of the company's operations and finances.

• Audit Committee: Chaired by John G. Cooper. This committee focuses on the quality and integrity of accounting and financial reporting, overseeing the independent auditor.
• Compensation Committee: Chaired by Dr. Joan Lau. This committee is responsible for overseeing and recommending all compensation and benefits for executive officers. They utilized an independent advisor named Compensia, Inc.
• Nominating and Governance Committee: Chaired by Dr. Allen Nissenson. This committee handles the process of identifying, evaluating, and recommending candidates for future directors.

🌟 Compensation and Executive Contracts 💰

Executive compensation is highly detailed and forms a large part of this filing. The company uses a mix of salary, bonuses, and equity awards to align executive interests with shareholder success.

📈 Total Compensation Trends

The summary table shows the total compensation for the three Named Executive Officers (NEOs)—Dr. Strobeck (CEO), Mr. Neri (CFO), and Ms. Timmins (CLO/Secretary)—for 2025 and 2024. For instance, Dr. Strobeck's total compensation was $1,895,472 in 2025, up from $1,310,878 in 2024.

🎯 Performance Bonuses (2025)

Annual bonuses are tied to corporate performance. For 2025, the Board determined that the NEOs achieved 100% of their target payout. This was based on two primary areas:

1. Positioning the Dialysis Business: The company achieved above-target performance here, partly due to optimizing operations and securing long-term customer contracts.
2. Strategic Repositioning: The Board found the company achieved 50% of the goals here, which involved strengthening the balance sheet to support future transactions.

🕊️ Long-Term Equity Incentives

The company allocates a larger share of the equity pool to executive officers, emphasizing performance-based awards to drive stock price growth.

• In May 2025, the NEOs received large grants of performance-based restricted stock units (PSUs) and restricted stock units (RSUs).
• PSU Hurdle: The PSUs are complex; they only vest if the average closing price of the common stock over any 60 consecutive trading days equals two times the base price ($2.14).
• Executive Agreements: The employment agreements confirm high, ongoing compensation levels. For example, Dr. Strobeck has an annualized base salary of $566,500 and an annual target bonus opportunity of 80% of his base salary.

🧭 Corporate Governance Guidelines ⚖️

Rockwell Medical has adopted specific rules to govern its operation. These guidelines are designed to maintain transparency and guard against conflicts of interest.

• Code of Conduct: A mandatory Code of Business Conduct and Ethics applies to all employees, officers, and directors, requiring honest and ethical conduct.
• Separation of Roles: The Board emphasizes the separation of the Chairman and the CEO role to enhance management accountability and independence.
• Stock Ownership Guidelines: The Board requires the CEO to hold shares worth at least 3x his base salary by the fifth anniversary of the guidelines' effective date.

🧑‍💼 Key Personnel & Management Team 🧑‍💻

The management team is staffed with highly experienced professionals, particularly those with deep backgrounds in the biopharmaceutical industry.

• Dr. Mark Strobeck (CEO): Has extensive experience in the life sciences industry, having served in senior roles at companies like Assertio Holdings, Inc., and Zyla Life Sciences.
• Mr. Jesse Neri (CFO): Brings a strong financial background, having served at biopharmaceutical companies like Hemavant Sciences and Aruvant Sciences.
• Ms. Megan Timmins (CLO/Secretary): Has a legal background, having served at companies including Zyla Life Sciences and Assertio Holdings, Inc.

📞 Contact & Follow-Up Information 📩

If shareholders have questions regarding the meeting or the proxy materials, they have several options.

• Meeting/Voting Questions: Contact InvestorCom at (203) 972-9300, toll-free at (877) 972-0090, or email [email protected].
• Company Questions: Contact Rockwell Medical, Inc. at (800) 449-3353, or email [email protected].

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🧠 The Analogy

Attending a shareholder meeting and reading a proxy statement is like preparing for a massive, mandatory town hall meeting for a large apartment building. You aren't there to discuss daily life; you are there to vote on the bylaws. Do you agree on the new rules (the Compensation Committee's pay scale)? Do you agree on who should be on the Board (electing new directors)? And crucially, do you agree on the main structure of the building (the reverse stock split)? Every section, from the auditor's report to the CEO's contract details, is a proposal that dictates how the building—and the company—will be run for the next year.

🧩 Final Takeaway

The primary signal from this proxy statement is that Rockwell Medical is focused on corporate restructuring (via the reverse stock split) and rigorous governance, while its executive compensation is heavily tied to the success of its dialysis business and long-term strategic repositioning.