Megan Timmins
ROCKWELL MEDICALAbout Megan Timmins
Executive Vice President, Chief Legal Officer and Secretary at Rockwell Medical since September 2022; previously SVP, General Counsel and Secretary from August 2021–September 2022. Age 52 (as of March 1, 2025). Education: B.A. in Government & Economics, University of Notre Dame; J.D., William & Mary Law School. Annual incentive metrics tie to GAAP revenue, gross margin, adjusted EBITDA, plus operational/quality and stretch goals; 2024 payout set at 100% of target after Board applied negative discretion to an earned 110% score . She is employed at-will under a July 21, 2021 agreement effective August 16, 2021 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rockwell Medical | EVP, Chief Legal Officer & Secretary | Sep 2022–present | Executive leadership, legal, governance for turnaround and commercial operations . |
| Rockwell Medical | SVP, General Counsel & Secretary | Aug 2021–Sep 2022 | Established legal framework, supported reacquisition of concentrates distribution rights (corporate goals amended in 2022) . |
| Assertio Holdings (successor to Zyla Life Sciences) | SVP, General Counsel & Secretary | May 2020–Jan 2021 | Led legal during transition; commercial pharma operations . |
| Zyla Life Sciences | SVP & General Counsel; Secretary | Mar 2018–Jan 2021 (Secretary Jun 2018–Jan 2021) | Advanced parenteral iron pipeline initiatives and corporate transactions . |
| Zyla Life Sciences | VP & Acting General Counsel | Sep 2017–Mar 2018 | Interim legal leadership . |
| Zyla Life Sciences | Deputy General Counsel | Oct 2016–Aug 2018 | Built legal processes and compliance . |
| Aramark | VP, Associate General Counsel & Assistant Secretary | Jan 2011–Mar 2015 | Corporate legal, governance at Fortune 500 operator . |
| Independent Consultant | Consultant | Feb 2021–Aug 2021; Apr 2015–Mar 2016 | Strategic legal advisory for healthcare clients . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No public-company directorships or committee roles disclosed in RMTI proxies . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Annual Bonus Paid ($) | All Other Comp ($) |
|---|---|---|---|---|
| 2022 | 400,000 | 40% | 106,400 (66.5% of target per Committee) | 11,692 |
| 2023 | 412,000 | 40% | 164,800 | 8,944 |
| 2024 | 412,000 (no increase requested) | 45% (raised by Board for 2024) | 185,400 | 13,800 |
Performance Compensation
| Year | Metric Category | Key Measures | Target | Actual Attainment | Payout Outcome | Vesting/Timing |
|---|---|---|---|---|---|---|
| 2022 | Corporate + Individual | Dialysis financials; Triferic maintenance; FPC R&D/clinical (home infusion/acute HF); capital plan; amended to add concentrates business reacquisition | 40% of base | Committee concluded achievements led to 66.5% of target | $106,400 | Cash bonus for FY2022 |
| 2023 | Corporate + Individual | GAAP revenue, gross margin, operating loss, ending cash; extend largest customer agreement; infrastructure improvements; stretch (geography/product expansion, profitability) | 40% of base | Financial 90%; extend agreement 100%; operational 85%; stretch 50%; individual 100% → total 100% of target | $164,800 | Cash bonus for FY2023 |
| 2024 | Corporate + Individual | GAAP revenue, gross margin, adjusted EBITDA; automation/digital manufacturing; IT improvements; stretch BD initiatives; leverage curve 75–125% | 45% of base | Financial 92.5%; quality/operational 17.5%; stretch 0%; individual 100% → earned 110%, reduced to 100% by negative discretion | $185,400 | Cash bonus; CEO deferral/COC contingency disclosed (Timmins paid in full) |
Equity Ownership & Alignment
| Date | Shares Beneficially Owned | % of Class | RSUs Counted (≤60 days) | Options Counted (≤60 days) |
|---|---|---|---|---|
| Mar 25, 2024 | 57,882 | <1% | — | 46,761 |
| Mar 24, 2025 | 137,391 | <1% | — | 92,209 |
- Anti-hedging/anti-pledging: Executives are prohibited from pledging Company shares, hedging transactions, and standing/limit orders >1 day except compliant 10b5-1 plans .
- Stock ownership guidelines: Amended in February 2023 to apply only to CEO (3x salary). No ownership guideline for other NEOs, including Timmins .
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration | RSUs Unvested (#) | RSUs MV ($) |
|---|---|---|---|---|---|---|
| 3/14/2024 | — | 70,780 | 1.39 | 3/14/2034 | 50,000 (vest 1/3 annually from 3/14/2024) | 102,000 (at $2.04) |
| 3/17/2023 | 16,279 | 20,931 | 1.37 | 3/17/2033 | 14,257 (vest 1/2 annually from 3/17/2023) | 29,084 |
| 9/09/2022 | 40,000 | 40,000 | 1.66 | 9/09/2032 | — | — |
| 8/16/2021 | 15,909 | 15,909 | 6.71 | 8/16/2031 | — | — |
- Vesting schedules:
- 2024 options: 25% at first anniversary, remainder monthly through year 4 .
- 2022 options: 25% per year over 4 years .
- 2021 options: vest 50% at second anniversary and 50% at fourth anniversary of 8/16/2021 .
Employment Terms
- Employment agreement: Effective July 21, 2021; role SVP GC & Secretary; Commencement August 16, 2021; at-will; Confidentiality/Assignment/Non-Interference & Non-Competition Agreement executed; home office in Newtown Square, PA .
- Base salary & bonus targets: Initially $400,000 salary; target bonus 40% (2023); increased to 45% for 2024; current salary $412,000 .
- Severance (non-COC): If terminated without Cause or resign for Good Reason, one year base salary in installments; up to one year COBRA reimbursement; time-based equity continues to vest for one year; vested and newly vested options exercisable up to one year post-termination (or option expiration) .
- Death/Disability: Time-based awards accelerate to fully vested; exercisable options remain exercisable up to the earlier of one year post-termination or option expiration .
- Change-of-Control (double-trigger): If terminated without Cause or for Good Reason during the Effective Period post-COC, cash severance equals 1.5× base salary + 100% of annual target bonus; up to one year COBRA reimbursement; time-based awards accelerate; options remain exercisable through their expiration date .
- Long-Term Incentive Plan change-of-control mechanics: No automatic acceleration; acceleration occurs upon qualifying termination or if awards are not assumed; performance awards vest based on actual or target performance prorated for elapsed period .
Compensation Structure Details
Equity Grants (LTI)
| Year | RSUs Granted (#) | RSUs Grant-Date FV ($) | Options Granted (#) | Options Grant-Date FV ($) | Fair Value Assumptions |
|---|---|---|---|---|---|
| 2024 | 50,000 | 69,500 | 70,780 | 69,189 | Dividend 0%; Risk-free 4.31%; Volatility 81.79%; Term 5.6y |
| 2023 | — (RSUs outstanding from 3/17/2023: 14,257 unvested) | 39,065 | 37,210 (16,279 ex., 20,931 unex.) | 35,479 | Dividend 0%; Risk-free 3.46%; Volatility 81.83%; Term 6y |
| 2022 | — | — | 80,000 | 89,199 | Dividend 0%; Risk-free 3.44%; Volatility 78.45%; Term 6y |
Summary Compensation (NEO Table extract)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 400,000 | — | 89,199 | 106,400 | 11,692 | 607,291 |
| 2023 | 412,000 | 39,065 | 35,479 | 164,800 | 8,944 | 660,288 |
| 2024 | 412,000 | 69,500 | 69,189 | 185,400 | 13,800 | 749,889 |
Clawback and Policies
- Incentive compensation clawback policy revised in 2023 to comply with Nasdaq: Company will recover excess incentive-based compensation received by executive officers during the recovery period after any required accounting restatement (financial measures include GAAP-derived metrics and stock-price/TSR-based measures) .
- Anti-hedging and anti-pledging policy prohibits pledging and hedging for directors/executives; standing/limit orders >1 day only via Rule 10b5-1(c) .
Investment Implications
- Pay-for-performance alignment: Annual bonuses tied to revenue, margin, and adjusted EBITDA plus operational/quality goals; 2024 awards calibrated with a leverage curve and subject to Board discretion—negative discretion to 100% underscores disciplined oversight and mitigates bonus inflation risk .
- Retention risk moderate: At-will status but severance and continued vesting for one year on time-based awards in non-COC separations support retention; COC double-trigger at 1.5× salary + 100% target bonus is shareholder-standard, not excessive .
- Equity alignment: Growing but still sub-1% ownership (137,391 shares beneficially owned as of Mar 24, 2025); significant options and unvested RSUs create ongoing vesting windows, but strict anti-hedging/anti-pledging policy reduces selling pressure risks tied to collateralized loans .
- Execution track record: Legal leadership across key corporate milestones (e.g., concentrates business reacquisition in 2022; customer contract extension in 2023); consistent bonus attainment (66.5% in 2022, 100% in 2023–2024) suggests objectives met without overpayment .