Andrea Heslin Smiley
ROCKWELL MEDICALAbout Andrea Heslin Smiley
Andrea Heslin Smiley, age 57, has served on Rockwell Medical’s Board since December 2020. She is President and Chief Executive Officer of Momentum Life Sciences (formerly VMS BioMarketing) and brings more than 25 years of commercialization and management experience in the biopharmaceutical industry. She holds a B.A. in Economics from DePauw University. The Board has determined she is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Momentum Life Sciences (formerly VMS BioMarketing) | President & CEO; joined as VP, Strategic Marketing | Joined 2008; current CEO | Leads clinical educator solutions; commercialization expertise |
| Eli Lilly and Company | Executive positions running therapeutic business units | Not specified | Extensive commercialization experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Assertio Holdings, Inc. | Director | Joined May 2020 via Zyla merger; served until Dec 2020 | Not disclosed |
| Zyla Life Sciences | Director | Apr 2018–May 2020 | Not disclosed |
| ATAI Life Sciences B.V. | Director | Current | Not disclosed |
| Agent Capital (VC firm) | Advisor | Current | Not disclosed |
Board Governance
- Independence: The Board determined Ms. Smiley is independent; all directors other than the CEO are independent under Nasdaq/SEC rules .
- Committee assignments: Compensation Committee Chair; Nominating and Governance Committee member .
- Meeting activity: Board held 10 meetings in 2024; Compensation Committee held 7; Nominating and Governance Committee held 1; all directors attended at least 75% of total Board and committee meetings of which they were a member .
- Board leadership: Independent Chairman (Robert S. Radie); Lead Independent Director may be appointed if needed .
- Time commitments policy: Directors limited to no more than five public company boards; public company executives limited to one other public board in addition to RMTI; approvals required before accepting new for‑profit boards .
- Compensation Committee practices: Utilizes independent consultant Compensia; no other services; no personal/business relationships; conflict-of-interest safeguards in place .
- Compensation committee interlocks: None disclosed for prior three years .
- Risk oversight: Audit Committee oversees financial/cyber/conflict risks; Compensation Committee oversees compensation-related risks; regular reporting to the Board .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Board annual cash retainer | $45,000 | Standard non-employee director retainer |
| Compensation Committee chair retainer | $15,000 | Chair fee |
| Nominating & Governance Committee member retainer | $5,000 | Member fee (non-chair) |
| Total cash fees (2024) | $65,000 | Matches reported 2024 director compensation cash column |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value (USD) | Vesting Terms |
|---|---|---|---|---|
| RSUs | May 21, 2024 | 36,111 | $65,000 | Vest in full one year from grant date |
| Options | 2024 | — | — | No 2024 option grant due to share pool constraints and low stock price |
- Director equity program baseline: $100,000 annual grant, 50% options / 50% RSUs (subject to share pool constraints). In 2024, Board awarded only RSUs (36,111) because of limited share pool and low stock price .
- Performance metrics tied to director compensation: None disclosed; director equity vests time-based (one-year) .
Other Directorships & Interlocks
| Company | Relationship to RMTI | Potential Interlock/Conflict |
|---|---|---|
| Assertio Holdings, Inc.; Zyla Life Sciences | External directorships (past) | No related-party transactions disclosed with RMTI |
| ATAI Life Sciences B.V. | External directorship (current) | No related-party transactions disclosed with RMTI |
| Agent Capital | Advisory role | No related-party transactions disclosed with RMTI |
Expertise & Qualifications
- More than 25 years in biopharma commercialization and management; leadership roles across public and private companies .
- Current operating CEO (Momentum Life Sciences), bringing commercialization and patient-engagement perspectives .
- Education: B.A. in Economics, DePauw University .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 97,740 | As of March 24, 2025 |
| Ownership as % of outstanding | <1% | Shares outstanding: 34,174,687 |
| RSUs count (within 60 days) | 36,111 | Included in beneficial ownership per SEC rules |
| Option shares (exercisable within 60 days) | 5,678 | Included in beneficial ownership per SEC rules |
| Unexercised options held (12/31/2024) | 8,990 | Year-end inventory of options held |
| Anti-pledging / hedging | Prohibited for directors | Company policy |
| Director stock ownership guidelines | 3x annual Board cash retainer; compliance due by later of fifth anniversary of Board service or Feb 2028 (five years from amendment) | Amended Feb 2023 |
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| May 23, 2023 | May 25, 2023 | A – RSU/Common award | 24,715 | $0.00 | 118,316 | https://www.sec.gov/Archives/edgar/data/1041024/000110465923064642/0001104659-23-064642-index.htm |
| May 21, 2024 | May 23, 2024 | A – RSU/Common award | 36,111 | $0.00 | 92,062 | https://www.sec.gov/Archives/edgar/data/1041024/000110465924064811/0001104659-24-064811-index.htm |
| May 20, 2025 | May 21, 2025 | A – Common stock award | 50,000 | $0.00 | 142,062 | https://www.sec.gov/Archives/edgar/data/1041024/000110465925051710/0001104659-25-051710-index.htm |
Governance Assessment
- Strengths: Independent director, chairs Compensation Committee; active committee cadence (7 Comp meetings in 2024); use of independent compensation consultant (Compensia) with robust conflict controls; Board prohibits hedging/pledging; formal stock ownership guidelines increased to 3x retainer; attendance at least 75% across Board/committee meetings .
- Alignment: Regular annual RSU grants with one-year vesting support near-term alignment; beneficial ownership held directly and via RSUs/options; no related-party transactions reported involving directors/executives since Jan 1, 2023 .
- Watch items: 2024 equity shifted entirely to RSUs due to share pool constraints and low stock price—structural, but reduces performance leverage from options; confirm long-term equity mix normalizes as share pool replenished (share increase proposal) .
- Compensation committee interlocks: None; mitigates pay-setting conflicts .
Overall: Ms. Smiley’s independence, committee leadership, and lack of related-party ties support board effectiveness. Policy architecture (anti-hedging/pledging, clawback for executives, stock ownership guidelines) bolsters investor confidence; continued monitoring of director equity mix and ownership guideline progress through Feb 2028 is prudent .