Allen Nissenson
ROCKWELL MEDICALAbout Allen Nissenson
Allen Nissenson, MD, age 78, is an independent Class I director of Rockwell Medical, serving since June 2020. He is Emeritus Chief Medical Officer of DaVita Kidney Care (Jan 2020–Jan 2022; previously CMO Aug 2008–Dec 2019) and Emeritus Professor of Medicine at the David Geffen School of Medicine at UCLA, where he previously served as Director of the Dialysis Program and Associate Dean. He holds a B.S. and M.D. from Northwestern University. The Board has determined he is independent under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DaVita Kidney Care | Chief Medical Officer | Aug 2008–Dec 2019 | Led clinical strategy and quality in renal care |
| DaVita Kidney Care | Emeritus Chief Medical Officer | Jan 2020–Jan 2022 | Ongoing clinical leadership support |
| UCLA – David Geffen School of Medicine | Emeritus Professor of Medicine | Ongoing | Former Director, Dialysis Program; Associate Dean |
| Renal Physicians Association | President (former); Government Affairs Committee member | Not disclosed | National nephrology policy engagement |
| Kidney Care Partners | Immediate past Chair | Not disclosed | Industry coalition leadership |
| Kidney Care Quality Alliance | Immediate past Co-Chair | Not disclosed | Quality initiatives leadership |
| U.S. Senate (Robert Wood Johnson Fellow) | Health Policy Fellow | Not disclosed | Legislative health policy experience (Sen. Paul Wellstone) |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| Angion Biomedica Corp., now Elicio Therapeutics | Director | Since Jan 2020 | Not disclosed | Late-stage biopharma board service |
| Dilaity Inc. | Director | Not disclosed | Private (implied) | Medical device company |
| Innocura Nephrology | Director | Not disclosed | Private (implied) | National nephrology practice organization |
Board Governance
- Committee assignments and roles:
- Nominating & Governance Committee: Chair in 2024; 1 meeting held
- Compensation Committee: Member; 7 meetings held; independent consultant (Compensia) engaged with no conflicts
- Independence and attendance:
- The Board determined Dr. Nissenson is independent; the Board met 10 times in 2024 and each director attended at least 75% of Board and committee meetings; all directors attended the 2024 virtual annual meeting
- Board leadership and policies:
- Separate Chair and CEO; Chairman is Robert S. Radie; policies include anti-hedging/anti-pledging, director time-commitment limits, stock ownership guidelines, and majority voting/clawback
Fixed Compensation
| Component | Amount | Basis | Notes |
|---|---|---|---|
| Annual Board Retainer (cash) | $45,000 | Program rate | Applies to non-employee directors |
| Compensation Committee Member (cash) | $7,500 | Program rate | Non-chair member |
| Nominating & Governance Committee Chair (cash) | $10,000 | Program rate | Committee chair fee |
| Fees Earned – Dr. Nissenson (2024) | $62,500 | Actual | Total cash fees reported |
Program components shown reflect his roles; his reported cash fees of $62,500 align with the sum of board retainer + Compensation Committee member + N&G Chair fees .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs | May 21, 2024 | 36,111 | $65,000 | 100% vest one year from grant | None disclosed for director awards |
| Stock Options (2024) | — | — | — | — | No option grant reported in 2024 |
- Director equity program target: $100,000 split 50% options / 50% RSUs; due to share pool constraints and low stock price, 2024 grants were RSUs only (36,111 units; $65,000 grant value) vesting in one year .
Other Directorships & Interlocks
| Company/Entity | Relationship to RMTI | Potential Interlock/Conflict |
|---|---|---|
| Elicio Therapeutics; Dilaity Inc.; Innocura Nephrology | No disclosed commercial transactions with RMTI | No related-party transactions disclosed involving directors (including Dr. Nissenson) since Jan 1, 2023 |
Expertise & Qualifications
- Renal care leadership: Former CMO at DaVita Kidney Care; extensive nephrology clinical and policy experience
- Academic credentials: Emeritus Professor at UCLA; leadership in dialysis program and medical school administration
- Education: B.S. and M.D. from Northwestern University
- Policy and governance: Prior national association leadership and U.S. Senate health policy fellowship
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 99,056 |
| Ownership % of shares outstanding | <1% |
| RSUs held (unvested at 12/31/24) | 36,111 |
| Options held (total) | 9,772 |
| Options exercisable within 60 days (as of 3/24/25) | 6,460 |
- Director stock ownership guidelines: 3x annual Board retainer; compliance due by the later of 5 years from Board join or 5 years from Feb 2023 amendment; anti-hedging and anti-pledging apply to directors .
Governance Assessment
- Board effectiveness and independence: As N&G Chair and Comp Committee member, Dr. Nissenson contributes to director nominations/evaluations and pay oversight; committees are fully independent, and Comp Committee uses an independent consultant (Compensia) with documented conflict safeguards .
- Engagement: The Board met 10 times in 2024; all directors attended the annual meeting; each director met the minimum 75% attendance threshold for Board/committee meetings .
- Pay alignment and structure: 2024 director compensation mixed cash ($62,500) and equity ($65,000 RSUs vesting in one year), consistent with program design; equity awards align director interests with shareholders .
- Risk controls and policies: Anti-hedging/pledging policy in place; majority voting policy; clawback policy (executive-focused) and explicit related-party transaction approval procedures; no related-party transactions disclosed involving directors .
- Signals for investors:
- Positive: Independent leadership roles; transparent director pay program; use of independent compensation consultant; strong anti-hedging/pledging and ownership guidelines .
- Monitoring: Equity pool constraints led to RSU-only grants in 2024; the company noted many underwater options and explicitly avoided repricing, which is shareholder-friendly but indicates dilution and share pool pressures that the Board seeks to address via plan amendment .