John Cooper
ROCKWELL MEDICALAbout John G. Cooper
John G. Cooper, age 66, is an independent director of Rockwell Medical (RMTI) and has served as Chair of the Audit Committee since September 2017. He is a CPA (1985) and holds a B.S. in Commerce from Rider University. Cooper is principal of JGC Advisors and serves on the strategic advisory board of IC Surgical, Inc. His prior operating experience includes senior executive roles at Windtree Therapeutics (formerly Discovery Labs) where he was CEO and director (2013–2016) and CFO in earlier years; he previously held finance roles at Chrysalis International, DNX Corporation, ENI Diagnostics (acquired by Pharmacia), and CR Bard. The Board has affirmatively determined he is independent under Nasdaq/SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Windtree Therapeutics (Discovery Labs) | President, CEO & Director | 2013–2016 | Led turnaround/capital markets; first FDA approval for synthetic peptide surfactant noted at company level |
| Windtree Therapeutics (Discovery Labs) | President & CFO | 2010–2013 | Finance leadership, capital raising, alliances |
| Windtree Therapeutics (Discovery Labs) | EVP & CFO | 2002–2010 | Finance and governance |
| Windtree Therapeutics (Discovery Labs) | SVP & CFO | 2001–2002 | Finance leadership |
| Chrysalis International Corporation | SVP & CFO | Not disclosed | Public CRO finance leadership |
| DNX Corporation | SVP & CFO | Not disclosed | Public life sciences finance leadership |
| ENI Diagnostics (acquired by Pharmacia AB) | Financial executive | Not disclosed | Commercialized early FDA-approved HIV blood diagnostic |
| CR Bard | Financial analyst | Not disclosed | Medical device finance |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| JGC Advisors | Principal | Current | Corporate development and financial advisory for emerging life sciences companies |
| IC Surgical, Inc. | Strategic Advisory Board | Current | Advisory role (private medical technology) |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member. The Board designates him as an “audit committee financial expert.”
- Independence and attendance: Board determined Cooper is independent; the Board met 10 times in 2024 and each current director attended ≥75% of Board/committee meetings.
- Meeting cadence: Audit Committee met 7 times in 2024; Compensation Committee met 7 times.
- Board leadership: Chair of the Board is separate from the CEO; lead independent director appointed only if needed.
Fixed Compensation
2024 Director Compensation Program (structure)
| Component | Amount |
|---|---|
| Annual Board service cash retainer | $45,000 |
| Additional cash retainer – Chairman of the Board | $40,000 |
| Committee Chair retainers | Audit $20,000; Compensation $15,000; Nominating & Governance $10,000 |
| Committee member retainers (excl. Chairs) | Audit $10,000; Compensation $7,500; Nominating & Governance $5,000 |
| Target annual equity grant | $100,000 (50% options / 50% RSUs; subject to share pool constraints) |
2024 Actual – Cooper
| Year | Cash Fees ($) | Equity ($) | Total ($) |
|---|---|---|---|
| 2024 | 72,500 | 65,000 (RSUs) | 137,500 |
Notes
- In 2024, due to limited plan share availability and stock price, non-employee directors received 36,111 RSUs (grant-date value $65,000 on May 21, 2024) in lieu of the $100,000 50/50 options/RSU mix; the RSUs vest in full one year from grant.
Performance Compensation
- Directors receive time-based equity; no performance metrics apply to director equity awards. In 2024 Cooper received RSUs vesting one year from grant; no option award was granted to directors in 2024.
2024 Equity Grant Detail (Director)
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| May 21, 2024 | RSUs | 36,111 | $65,000 | 100% on first anniversary of grant |
Other Directorships & Interlocks
| Company | Exchange/Type | Role | Status | Interlock/Notes |
|---|---|---|---|---|
| Public company boards | — | — | None disclosed for Cooper in past five years | Proxy lists none; prior directorship at Windtree occurred during his executive tenure (2013–2016) |
| Windtree Therapeutics | Nasdaq (WT) | CEO & Director (prior) | Historical | Network link: RMTI CEO Mark Strobeck has served on Windtree’s board since June 2023 (not a current shared directorship with Cooper) |
| IC Surgical, Inc. | Private | Strategic Advisory Board | Current | Advisory, not a public company directorship |
Expertise & Qualifications
- Audit committee financial expert; deep finance, accounting, capital markets and governance experience across public life sciences companies.
- CPA credential (1985); B.S. in Commerce (Rider University).
- Long-tenured audit chair at RMTI (since Sept 2017), with prior CFO/CEO experience in biopharma.
Equity Ownership
Beneficial ownership and awards
| Metric | Amount |
|---|---|
| Beneficial ownership (shares) | 107,516 (less than 1% of class) |
| Included within 60 days: RSUs | 36,111 |
| Included within 60 days: Option shares | 12,066 |
| Options held (total outstanding, 12/31/2024) | 15,378 |
| RSUs held (12/31/2024) | 36,111 |
| Stock Appreciation Rights held (12/31/2024) | 2,090 |
Alignment policies
- Director stock ownership guideline: 3x annual Board cash retainer; compliance required by the later of five years from board entry or five years from the Feb 2023 amendment; counting includes time-based RSUs. Compliance status for individual directors is not disclosed.
- Anti-hedging and anti-pledging: Directors are prohibited from hedging or pledging company stock.
Governance Assessment
- Audit oversight and financial rigor: Cooper chairs a busy Audit Committee (7 meetings in 2024), is designated an audit committee financial expert, and signed the committee’s report recommending inclusion of audited financials in the 10-K—positive for audit quality and investor confidence.
- Independence and engagement: Board deems him independent; the Board met 10 times and all current directors met the ≥75% attendance threshold—supports board effectiveness.
- Pay structure and alignment: 2024 director pay emphasized cash plus time-based RSUs due to share pool constraints; while this maintains alignment, the reduced equity value versus target ($65k vs. $100k) could modestly diminish equity-based alignment if prolonged.
- Ownership safeguards and conflicts: Robust anti-hedge/pledge policy and related-party oversight; no related party transactions involving directors/officers since Jan 1, 2023—low conflict risk.
- Network considerations: Historical Windtree ties (Cooper prior CEO/director; current RMTI CEO serves on Windtree’s board) suggest useful industry network, not a current interlock or conflict.
RED FLAGS
- None identified: No related-party transactions; anti-hedging/pledging policy in place; attendance thresholds met; compensation consultant (Compensia) engaged independently with no conflicts.