Mark Strobeck
ROCKWELL MEDICALAbout Mark Strobeck
Mark Strobeck, Ph.D., has served as President, Chief Executive Officer, and a director of Rockwell Medical since July 2022; his employment agreement was executed June 21, 2022 . He holds a B.S. in Biology from St. Lawrence University, a Ph.D. in Pharmacology and Biophysics from the University of Cincinnati, and completed a post‑doctoral fellowship at the University of Pennsylvania . Under his tenure, Rockwell delivered FY 2024 net sales of $101.5M (+21.4% YoY), gross profit of $17.5M, and turned to positive operating income ($0.6M) from a prior-year loss; cumulative TSR (Company-defined) measured as value of an initial $100 investment was $45.23 at FY 2024 vs $17.01 in FY 2023 and $8.91 in FY 2022 . He is a Class III director with a term expiring in 2027; the Board separates the Chairman and CEO roles (Chairman: Robert Radie), supporting governance independence .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aquilo Partners, LP | Managing Director | May 2021 – Jun 2022 | Life sciences investment banking leadership before joining RMTI |
| Assertio Holdings, Inc. | EVP & COO | May 2020 – Dec 2020 | Operational leadership post-merger; integration experience |
| Zyla Life Sciences | EVP & COO; previously Chief Business Officer | Sep 2015 – May 2020; Jan 2014 – Sep 2015 | Helped lead through merger into Assertio; commercial ops |
| Corridor Pharmaceuticals, Inc. | President & CEO; Director | Jan 2012 – Dec 2013 | Led company through to acquisition by AstraZeneca in 2014 |
| Topaz Pharmaceuticals Inc. | Chief Business Officer | Dec 2010 – Oct 2011 | Company acquired by Sanofi Pasteur in Q4 2011 |
| Trevena, Inc. | Chief Business Officer | Jan 2008 – May 2010 | Business development leadership in pharma |
| GlaxoSmithKline; SR One; EuclidSR Partners | Various management/VC roles | Prior to 2008 | Biopharma operating and venture investing background |
External Roles
| Organization | Role | Years |
|---|---|---|
| Windtree Therapeutics, Inc. | Director | Since Jun 2023 |
| Horse Power For Life (non-profit) | Director | 2012 – 2024 |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $565,865 | $566,500 |
| Target Bonus (% of Base) | 80% | 80% |
| Actual Annual Bonus (Non-Equity Incentive) ($) | $330,000 | $453,200 (80% paid upon approval; 20% payable on July 29, 2026 or CoC if earlier, contingent on continued employment) |
| All Other Compensation ($) | $8,799 (401k match) | $13,800 (401k match) |
| Total Compensation ($) | $1,054,169 | $1,310,878 |
Performance Compensation
Annual Incentive Plan design (2024): Corporate goals targeting GAAP revenue, gross margin, and adjusted EBITDA, plus quality/operational objectives and stretch BD targets. The leverage curve scaled payouts 75–125% of target; Board assessed 110% and applied negative discretion to 100% of target .
| Component | Metric(s) | Target Payout | Actual Attainment | Final Payout | Vesting/Deferral |
|---|---|---|---|---|---|
| Corporate Financial | GAAP revenue, gross margin, adjusted EBITDA | 100% | 92.5% contribution to scaled payout | 100% of target (post negative discretion) | Paid 80% upon approval; remaining 20% payable 7/29/2026 or upon CoC, subject to continued employment |
| Quality/Operational | Automation/digital improvements; IT enhancements | Included in target | 17.5% contribution to scaled payout | Included in 100% of target | Same as above |
| Stretch BD | Business development initiatives | Included in target | 0% | Included in 100% of target | Same as above |
Long-term equity awards (granted annually; RSUs and stock options) are approved by the Compensation Committee; grants typically in March; plan prohibits repricing or cash-out exchanges without shareholder approval .
Equity Awards Detail
| Grant Type | Grant Date | Shares/Units | Strike | Expiration | Vesting Schedule | Notes |
|---|---|---|---|---|---|---|
| RSU | 3/14/2024 | 100,000 | — | — | 3 equal annual installments on anniversaries of 3/14/2024 | Market value at 12/31/2024: $204,000 at $2.04 close |
| Options | 3/14/2024 | 141,560 (unexercisable at year-end) | $1.39 | 3/14/2034 | 25% on 1st anniversary; remainder monthly through 4th anniversary | |
| RSU | 3/17/2023 | 27,732 (unvested at year-end) | — | — | 2 equal installments on 1st and 2nd anniversaries of 3/17/2023 | |
| Options | 3/17/2023 | 33,733 (exercisable); 43,372 (unexercisable) | $1.37 | 3/17/2033 | 25% on 1st anniversary; remainder monthly through 4th anniversary | |
| Options (Initial) | 7/01/2022 | 200,000 (exercisable); 200,000 (unexercisable) | $1.28 | 7/01/2032 | 25% per year over four anniversaries of 7/1/2022 | Initial grant up to 400,000 shares |
Equity Ownership & Alignment
| Ownership Measure | Value |
|---|---|
| Total Beneficial Ownership (as of 3/24/2025) | 358,415 shares; 1.0% of outstanding (34,174,687 shares outstanding) |
| Counted within 60 days (for SEC beneficial ownership) | Options exercisable within 60 days: 273,943; RSUs counted: none for CEO |
| Outstanding Awards (12/31/2024) | Unvested RSUs: 100,000 (3/14/2024); 27,732 (3/17/2023). Unexercisable options: 141,560 (3/14/2024); 43,372 (3/17/2023); 200,000 (7/1/2022) |
| Stock Ownership Guidelines | CEO must hold shares ≥3x base salary by the later of 5 years from guidelines or from first designation; Company states CEO intends to be in compliance by deadline |
| Anti-Hedging/Pledging | Company policy prohibits hedging and pledging for executives/directors |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Status | At-will; agreement dated June 21, 2022 |
| Base Salary & Target Bonus Eligibility | Base salary $566,500; target bonus 80% of base; eligible for annual long-term incentives |
| Severance (without Cause / Good Reason) | 1× base salary (paid over 1 year); pro‑rated annual bonus based on actual results; up to 1 year COBRA reimbursement; continued vesting of initial time-based options for 1 year; options exercisable until earlier of 1 year post-termination or option expiry |
| Death/Disability | Time‑based equity vesting accelerates fully; options exercisable until earlier of 1 year post-termination or option expiry |
| Change of Control (Double Trigger) | If terminated without Cause or for Good Reason during the effective CoC period: 1.5× base salary + 100% of annual target bonus; up to 2 yrs COBRA; time‑based equity vests fully; options remain exercisable until expiration |
| Restrictive Covenants | Employee Confidentiality, Assignment of Inventions, Non-Interference, and Non‑Competition Agreement executed |
| Clawback | Company’s Principles of Corporate Governance include a Claw-back Policy |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Sales ($000) | — | 83,612 | 101,489 |
| Gross Profit ($000) | — | 8,704 | 17,484 |
| Operating Income (Loss) ($000) | — | (6,670) | 608 |
| Net Loss ($000) | (18,679) | (8,439) | (480) |
| Value of $100 Investment (TSR) | $8.91 | $17.01 | $45.23 |
Key operational drivers in 2024: revenue gains from Evoqua asset acquisition customers (+$6.2M), a large premium‑priced DaVita order (+$6.4M), and price/mix improvements (+$9.1M); gross profit expansion driven primarily by pricing to existing customers . R&D was paused for Triferic in 2023; adjusted EBITDA was part of bonus metrics though not disclosed numerically .
Board Governance
- Board independence: all current directors except Dr. Strobeck (CEO) are independent under Nasdaq/SEC rules .
- Leadership structure: Chairman role separate from CEO; Chairman is Robert Radie; Lead Independent Director charter exists for use if appointed .
- Board/committee activity: Board held 10 meetings in 2024; each director attended at least 75% of Board and committee meetings .
- Committees:
- Audit Committee: John Cooper (Chair), Mark Ravich, Joan Lau; 7 meetings; Cooper designated “financial expert” .
- Compensation Committee: Andrea Heslin Smiley (Chair), John Cooper, Joan Lau, Allen Nissenson; 7 meetings; independent consultant Compensia engaged; no interlocks .
- Nominating & Governance: Allen Nissenson (Chair), Mark Ravich, Andrea Heslin Smiley; 1 meeting; director time commitment limits adopted .
Director Compensation (Program Overview for Non-Employee Directors)
| Component | Amount |
|---|---|
| Annual Board Cash Retainer | $45,000 |
| Chairman Additional Cash Retainer | $40,000 |
| Committee Chair Retainers | Audit $20,000; Compensation $15,000; Governance $10,000 |
| Committee Member Retainers (non-Chair) | Audit $10,000; Compensation $7,500; Governance $5,000 |
| Annual Equity Grant | Target $100,000 (50% options/50% RSUs; adjusted for share pool); in 2024: 36,111 RSUs (grant-date value $65,000) vesting in 1 year |
Note: This program applies to non‑employee directors; CEO compensation is covered under executive compensation disclosures .
Compensation Structure Analysis
- Mix shift and alignment: 2024 total compensation rose vs 2023, with higher non‑equity incentive ($453.2k vs $330k) and larger equity grant values ($139k RSUs; $138.4k options) aligned to revenue/gross margin/adjusted EBITDA objectives; Board applied negative discretion to payout, indicating oversight discipline .
- Long-term incentives: Regular use of RSUs and options with multi‑year vesting; plan prohibits repricing/exchanges without shareholder approval, mitigating red‑flag risk common in small caps .
- Ownership alignment: CEO subject to 3× salary ownership guideline and anti‑hedging/pledging policy; beneficial ownership at ~1.0% with substantial options potentially in‑the‑money at 12/31/2024 prices ($2.04 vs strikes $1.28–$1.39) .
Related Party Transactions and Red Flags
- Related party transactions: Company reports none above disclosure thresholds since Jan 1, 2023; Audit Committee oversees any such matters .
- Anti‑hedging/pledging: Policy in place covering executives/directors .
- Clawback: Included in governance principles .
- Equity plan burn and dilution: 2024 net burn rate 3.48% (3‑year average 3.65%); shares outstanding 34,174,687 at 3/24/2025; options outstanding 1,886,247; RSUs unvested 584,309; limited share pool prompted adjustments in director grants .
- Auditor: EisnerAmper LLP engaged for 2025 .
Employment Terms (Detailed Economics)
| Scenario | Cash | Benefits | Equity |
|---|---|---|---|
| Termination without Cause / Good Reason | 1× base salary paid over 1 year; pro‑rated annual bonus for year of termination (based on actual performance, paid after full period) | COBRA reimbursement up to 1 year | Initial time‑based options continue to vest 1 year; options exercisable up to earlier of 1 year post‑termination or contractual expiry |
| Change of Control + termination (Double Trigger within effective period) | 1.5× base salary + 100% of annual target bonus | COBRA reimbursement up to 2 years | Time‑based equity fully vests; options exercisable until contractual expiration |
| Death/Disability | — | — | Time‑based equity fully vests; options exercisable up to earlier of 1 year or contractual expiration |
Investment Implications
- Alignment and retention: Strong pay-for-performance linkage with financial and operational metrics, presence of clawback and anti‑hedging/pledging policies, and a 3× salary ownership guideline point to equity alignment; deferred bonus tranche (20% payable in 2026 or upon CoC) adds retention ballast .
- Execution track record: FY 2024 delivered double-digit revenue growth, gross profit expansion, and a swing to operating profit, aided by integration of Evoqua customer relationships and improved pricing; TSR remains depressed on a 2022–2024 cumulative basis, but improved into 2024 by Company’s measure .
- Trading signals: Multi‑year vesting schedules for 2024 RSUs (annual anniversaries) and options (first‑anniversary cliff, then monthly) create predictable potential supply over 2025–2027; as of 12/31/2024, strike prices were below the $2.04 close, increasing the likelihood of option exercises when windows permit .
- Change-of-control economics: A 1.5× salary plus 100% target bonus double‑trigger with full time‑based equity vesting is moderate for a small-cap; combined with positive operating momentum, this could support strategic optionality without excessive golden parachute risk .