Heather Hunter
ROCKWELL MEDICALAbout Heather Hunter
Heather Hunter, age 46, is Senior Vice President and Chief Operating Officer of Rockwell Medical (RMTI), appointed effective September 23, 2025; she joined the Company in August 2022 as SVP, Chief Corporate Affairs Officer and holds a B.A. in History from Yale University . Company performance context during her tenure includes 2025 guidance for net sales of $65–$70M, gross margin of 16–18%, and adjusted EBITDA of ($0.5)M to $0.5M ; Q3 2025 results showed net sales of $15.9M and adjusted EBITDA of $0.05M . Over 2022–2024, RMTI’s total shareholder return (TSR) translated a hypothetical $100 investment to $8.91, $17.01, and $45.23 respectively, alongside net losses of $18.7M, $8.4M, and $0.48M .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Venatorx Pharmaceuticals | Vice President, Communications and Corporate Affairs | 2018–2022 | Led corporate communications for a pre-commercial antibacterial/antiviral R&D company . |
| Safeguard Scientifics (NYSE:SFE) | Vice President, Marketing and Communications | 2006–2018 | Built brand and investor-facing communications across healthcare/tech portfolio companies . |
| W.P. Carey (NYSE:WPC) | Vice President, Corporate Communications | 2000–2006 | Directed corporate communications at a public REIT . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Journal My Health | Advisory Board Member | Current | Digital health platform for chronic conditions . |
| Golden Seeds | Managing Director | Current | Angel investment firm focused on women-led companies . |
Fixed Compensation
| Component | Current Terms | Historical Terms |
|---|---|---|
| Base Salary (annualized) | $323,574 | $305,000 at hire (Aug 31, 2022) |
| Target Bonus % of Base | 45% | 35% at hire |
| Bonus Eligibility | Year-end performance bonus; eligible under Company executive plans . | Year-end performance bonus; plan-based with corporate goals . |
| Long-Term Incentives | Eligible for annual LTIs at Compensation Committee discretion . | Same . |
Performance Compensation
- Annual bonus framework (Company-wide example): 2024 corporate goals for NEOs were tied to GAAP revenue, gross margin, and adjusted EBITDA (financial objectives), plus quality/operational objectives; awards scaled 75–125% of target based on leverage curve and were ultimately paid at 100% of target after negative discretion by the Board .
| Metric Category | Weighting/Payout (2024 NEOs) | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Financial objectives (GAAP revenue, gross margin, adjusted EBITDA) | Achieved 92.5% of category | Not disclosed | See weighting | Scaled then paid at 100% after negative discretion | Cash bonus; timing per annual approval |
| Quality & operational objectives | Achieved 17.5% of category | Not disclosed | See weighting | Included in final payout at 100% after discretion | Cash bonus; timing per annual approval |
| Stretch objectives (BD initiatives) | 0% achieved | Not disclosed | 0% | N/A | N/A |
Equity awards outstanding for Heather Hunter:
| Award Type | Grant Date | Shares/Units | Strike/Grant | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| Non-Qualified Stock Options | 09/09/2022 | 60,000 | $1.66 | 09/09/2032 | 25% annually over 4 years from 9/9/2022 |
| Non-Qualified Stock Options | 03/17/2023 | 32,990 | $1.37 | 03/17/2033 | 25% at 1-year, then equal monthly to 3/17/2027 |
| Non-Qualified Stock Options | 03/14/2024 | 47,190 | $1.39 | 03/14/2034 | 25% at 1-year, then equal monthly to 3/14/2028 |
| Non-Qualified Stock Options | 05/20/2025 | 170,000 | $1.07 | 05/20/2035 | 1/3 at 1-year, then equal monthly to 5/20/2028 |
| RSUs | 03/14/2024 | 22,220 | Grant date RSUs | N/A | 50% on 3/14/2026; 50% on 3/14/2027 |
| RSUs | 05/20/2025 | 85,000 | Grant date RSUs | N/A | Vests in full on 05/20/2027 |
Equity Ownership & Alignment
| Security | Amount | Ownership Form | Notes |
|---|---|---|---|
| Common Stock | 138,259 | Direct | Includes 22,220 RSUs (3/14/2024 grant) and 85,000 RSUs (5/20/2025 grant) per footnotes . |
| Stock Options (aggregate outstanding) | 310,180 | Direct | See award-level vesting detail above . |
- Anti-hedging and anti-pledging: Company policy prohibits directors and executive officers (including Hunter) from pledging RMTI shares, engaging in hedging transactions, and placing standing orders longer than one trading day (except under Rule 10b5-1) .
Employment Terms
| Provision | Without Cause / Good Reason | Change-of-Control (COC) Termination | Notes |
|---|---|---|---|
| Cash Severance | 1x base salary, paid over 12 months | 1x base salary, lump sum (timing mechanics if pre-COC) | Double-trigger COC (requires termination in Effective Period) . |
| Bonus | Pro-rated bonus for year of termination (non-COC); lump-sum timing described | Prorated portion of target bonus (lump sum within 10 days) | COC Effective Period defined (18 months post-COC) . |
| COBRA Reimbursement | Up to 12 months | Up to 12 months | Ends upon similar coverage elsewhere . |
| Equity – Time-Based Awards | Continue vesting for 12 months post-separation; vested options exercisable for 12 months (or earlier expiry) | Accelerates fully; exercisable for remainder of stated option terms | Applies to time-based awards; performance awards terms per plan . |
| Death/Disability | Full acceleration of time-based awards; options exercisable up to 1 year (or expiry) | N/A | Standard terms . |
| Non-Compete | 12-month Restricted Period; no service to competitors (defined) | Same | Passive holdings up to 3% permitted . |
| Non-Solicit (Employees/Customers) | 12-month Restricted Period | Same | Includes suppliers, agents, etc. . |
| Confidentiality/IP | Confidentiality, assignment of inventions, and IP ownership/cooperation obligations | Same | Includes return of materials and proprietary info scope . |
| Clawback | Acknowledges Dodd-Frank Section 954 recoupment if restatement; prompt return of recoverable comp | Same | Company policy aligned with Nasdaq rules . |
| Arbitration | AAA employment arbitration; New York venue; fee/cost allocation detailed | Same | Equitable relief carve-out . |
| Indemnification | D&O insurance maintained; indemnification and advancement per Company policies | Same | Survives termination . |
Investment Implications
- Alignment and retention: Significant unvested equity with vesting through 2027–2028 (RSUs and options) plus 12-month non-compete/non-solicit create retention hooks and align incentives to execution over a multi-year horizon .
- Governance risk mitigants: Anti-hedging/pledging policy, clawback acknowledgement, arbitration framework, and indemnification reduce misalignment and legal uncertainty; COC economics are modest (1x salary + prorated bonus) and double-trigger, limiting excessive golden parachutes while accelerating time-based equity on qualifying COC separations .
- Potential selling pressure: Future RSU vesting dates (March 2026/2027; May 2027) and monthly option vesting through 2028 could add incremental supply as awards vest; monitoring Form 4 activity around these dates is prudent .
- Performance linkage: Company’s annual incentive framework uses revenue, gross margin, and adjusted EBITDA targets with Board discretion—tying cash bonuses to operating performance; bonus plan design indicates pay-for-performance intent during Hunter’s tenure as COO .