Jesse Neri
ROCKWELL MEDICALAbout Jesse Neri
Jesse Neri, age 47, is Senior Vice President and Chief Financial Officer (Principal Financial Officer) of Rockwell Medical since December 10, 2024, after serving as SVP, Finance since October 2023; he holds a B.S. in Finance from Villanova University and an MBA from Drexel University LeBow School of Business . Company pay-versus-performance disclosures show cumulative TSR value of a fixed $100 investment rising from $8.91 (2022) to $17.01 (2023) and $45.23 (2024), alongside net losses of ($18.679M), ($8.439M), and ($0.480M), respectively . In Q3 2025, the company reported net sales of $15.927M, adjusted EBITDA of $0.050M, and reiterated 2025 guidance of $65–$70M net sales, 16–18% gross margin, and adjusted EBITDA of ($0.5M) to $0.5M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hemavant Sciences & Aruvant Sciences (Roivant portfolio) | Executive Director of Finance | Aug 2021–Oct 2023 | Not disclosed |
| Self-employed | Consultant | May 2020–Aug 2021 | Not disclosed |
| Zyla Life Sciences | SVP Finance (Jan 2020–May 2020); VP Finance (Mar 2019–Jan 2020); prior FP&A roles | 2019–2020 | Not disclosed |
| Symphony Health Solutions | VP FP&A | Prior to Zyla | Not disclosed |
| Ellucian | Various finance roles | Early career | Not disclosed |
External Roles
- No public company directorships or external board roles disclosed for Mr. Neri .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $57,652 | $300,000 |
| Target Bonus % of Base | 45% | 45% |
| Actual Bonus Paid ($) | $84,000 (guaranteed per Employment Agreement) | $135,000 |
| 401(k) Company Match ($) | — | $12,000 |
Notes:
- 2025 base salary set at $309,000 per Employment Agreement .
Performance Compensation
Annual Incentive (2024)
| Component | Performance Focus | Weighting/Structure | Target | Actual Payout | Notes |
|---|---|---|---|---|---|
| Corporate Financial Objectives | GAAP revenue, gross margin, adjusted EBITDA | Leverage curve pays 75%–125% of target | 45% of base | 100% of target (after negative discretion) | Board determined scaled attainment totaled 110% before discretion |
| Quality & Operational Objectives | Automation/digital in manufacturing & delivery; IT improvements | Included in corporate goals | Included | Part of 110% scaled attainment | 17.5% contribution to scaled attainment |
| Stretch Business Development Objectives | BD initiatives | Included | Included | 0% attainment | — |
Attainment breakdown: 92.5% financial + 17.5% quality/operational + 0% stretch = 110% scaled; Board used negative discretion to pay 100% of target .
Long-Term Equity (Grants in 2024)
| Award Type | Grant Date | Quantity | Strike/Value | Vesting | Expiration |
|---|---|---|---|---|---|
| RSUs | Mar 14, 2024 | 33,330 | Market value $67,993 at $2.04 close | 3 equal tranches on the first three anniversaries of Mar 14, 2024 | N/A |
| Stock Options | Mar 14, 2024 | 47,190 | $1.39 exercise price | 25% on first anniversary, remainder in equal monthly installments through 4th anniversary | Mar 14, 2034 |
| Stock Options (Initial) | Oct 16, 2023 | 75,000 | $1.88 exercise price | 25% per year on each of first four anniversaries | Oct 16, 2033 |
Equity Ownership & Alignment
Beneficial Ownership (as of March 24, 2025)
| Item | Amount |
|---|---|
| Shares Beneficially Owned | 41,658 |
| Percent of Class | <1% |
| RSUs Counted Within 60 Days | 0 |
| Option Shares Counted Within 60 Days | 30,548 |
| Shares Outstanding (reference) | 34,174,687 |
Outstanding Equity Awards (as of December 31, 2024)
| Award | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | RSU Market Value ($) |
|---|---|---|---|---|---|---|
| Options (3/14/2024) | — | 47,190 | 1.39 | 3/14/2034 | 33,330 | 67,993 |
| Options (10/16/2023) | 18,750 | 56,250 | 1.88 | 10/16/2033 | — | — |
Alignment Policies:
- Anti-hedging and anti-pledging policy prohibits pledging, hedging, and standing/limit orders >1 day except compliant 10b5‑1 plans .
- Executive stock ownership guidelines exist; CEO must hold 3x base salary; guidelines detail what counts toward ownership. CFO-specific thresholds not disclosed .
Employment Terms
| Scenario | Cash Severance | COBRA Reimbursement | Equity Vesting | Option Exercisability | Notes |
|---|---|---|---|---|---|
| Death/Disability | Accrued amounts only | N/A | Time-based awards accelerate and become fully vested | Exercisable until earlier of 1 year or stated expiration | Applies to time-based awards only |
| Termination Without Cause or Resignation for Good Reason | 12 months base salary, paid in installments | Up to 12 months | Time-based awards continue vesting for 1 year | Exercisable for 1 year from termination for awards exercisable as of termination and those that vest in the 1-year period | Subject to separation agreement and covenants |
| Change of Control + Termination Without Cause or Good Reason (during Effective Period) | 1.5x base salary + 100% of annual target bonus | Up to 12 months | Time-based awards accelerate and become fully vested | Exercisable until stated expiration | Double-trigger protection; restrictive covenants apply |
Additional terms:
- At-will employment; initial option grant of 75,000 shares at hire (outside the 2018 LTIP under Nasdaq Rule 5635(c)(4)) .
- Confidentiality, Assignment of Inventions, Non-Interference and Non-Competition Agreement executed; Delaware law; cooperation and clawback acknowledgements included .
Performance & Track Record
| Period | Company Highlights (select) |
|---|---|
| Q3 2025 | Net sales $15.927M; adjusted EBITDA $0.050M; signed multi-year purchasing agreements; expanded agreement with largest skilled nursing dialysis provider; 2025 guidance reaffirmed: net sales $65–$70M, gross margin 16–18%, adj. EBITDA ($0.5M) to $0.5M . |
| Pay vs Performance (FY 2022–2024) | Cumulative TSR value of fixed $100 investment: $8.91 (2022), $17.01 (2023), $45.23 (2024); Net loss: ($18.679M), ($8.439M), ($0.480M) . |
Compensation Structure Analysis
- 2024 cash vs equity mix: Salary $300,000; non-equity incentive $135,000; RSUs grant-date value $46,329; options grant-date value $46,129 .
- Shift in incentives: Introduction of RSUs and options in 2024 with multi-year vesting; annual incentive tied to GAAP revenue, gross margin, and adjusted EBITDA, plus operational goals; Board exercised negative discretion to cap payout at 100% despite 110% scaled attainment .
- Anti-hedging/pledging and clawback policies reinforce alignment and recovery on restatements (Nasdaq-compliant 2023 revision) .
Risk Indicators & Red Flags
- Hedging/pledging prohibited for executive officers per policy; no pledging disclosures for Neri in beneficial ownership table .
- Change-of-control economics provide meaningful protection (1.5x base + 100% bonus and full time-based acceleration), which can increase cost upon a transaction; double-trigger mitigates windfall risk .
- Equity overhang and share pool constraints noted for directors in 2024; Company intends to file Form S‑8 for additional shares (August 2025) .
Equity Vesting Calendar (Forward-Looking Structure)
- RSUs (33,330 granted 3/14/2024): vest in three equal tranches on Mar 14, 2025; Mar 14, 2026; Mar 14, 2027 .
- Options (47,190 granted 3/14/2024 at $1.39): 25% on Mar 14, 2025, with remaining vesting monthly through Mar 14, 2028 .
- Options (75,000 granted 10/16/2023 at $1.88): 25% per year on Oct 16, 2024; 2025; 2026; 2027 .
Investment Implications
- Compensation alignment: Annual cash incentive explicitly tied to GAAP revenue, gross margin, adj. EBITDA with leverage curves; Board’s negative discretion in 2024 indicates governance discipline and mitigates payout inflation .
- Retention risk: Significant unvested RSUs and options vesting through 2027/2028 plus continuation/acceleration protections under termination scenarios should support retention; double-trigger CoC terms balance executive protection with shareholder interests .
- Insider selling pressure: RSU vest dates (each March 14 from 2025–2027) and ongoing monthly option vesting create predictable supply windows; anti-hedging/pledging policy reduces leverage-related selling risk .
- Ownership alignment: Beneficial ownership is <1% with 30,548 options countable within 60 days; while modest, policy framework (clawback, anti-pledging) and multi-year vesting maintain alignment .
- Execution watchpoints: 2025 guidance corridors for net sales and adjusted EBITDA are tight; monitoring quarterly attainment vs incentive targets (GAAP revenue/gross margin/adj. EBITDA) and RSU vesting windows may inform trading signals around prints and vest dates .