Timothy Chole
ROCKWELL MEDICALAbout Timothy Chole
Timothy Chole is Senior Vice President and Chief Commercial Officer (CCO) at Rockwell Medical (RMTI). He was promoted to CCO in May 2024 after serving as SVP, Sales & Marketing (Feb 2021–May 2024) and VP, Marketing (Dec 2019–Feb 2021). He is 51 years old and holds a B.S. in managerial economics from the University of California, Davis . During 2024, RMTI’s commercial execution was marked by Q2 net sales growth to $25.8M vs $18.1M in Q2’23 and adjusted EBITDA improving to $1.5M from a loss of $2.3M, with the company updating guidance upward and projecting mid-to-high single digit sales growth in 2025 and ~20% gross margin in 2025 (25%+ thereafter) . Company cumulative TSR (value of a fixed $100 investment) improved year-over-year, reaching $45.23 in 2024, from $17.01 in 2023 and $8.91 in 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rockwell Medical | SVP, Chief Commercial Officer | May 2024–Present | Leads commercial organization; cited in Q2’24 operating highlights as promotion reflecting focus on enhancing revenue-generating businesses and driving profitability . |
| Rockwell Medical | SVP, Sales & Marketing | Feb 2021–May 2024 | Led U.S. and global commercial activities across dialysis portfolio . |
| Rockwell Medical | VP, Marketing | Dec 2019–Feb 2021 | Guided product marketing; early role in repositioning post strategy shift . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cochlear Americas | Director, Product Marketing & Professional Education (Hearing Implants) | Nov 2016–Jul 2019 | Led product marketing and professional education in implantable hearing solutions . |
| Baxter International, Inc. | Roles of increasing responsibility; Global Marketing Director, Integrated Pharmacy Automation | Not disclosed | Global marketing leadership across pharmacy automation . |
| Watson Pharmaceuticals (now Allergan) | Marketing lead for IV iron portfolio | Not disclosed | Portfolio marketing leadership in IV iron . |
| Gambro AB (now Baxter International Inc.) | Global Marketing Director for AKI Therapy | Not disclosed | Global marketing leadership in AKI therapy . |
Performance Compensation
RMTI’s annual incentive structure (for eligible executives) emphasizes pay-for-performance with corporate and individual goals; the 2024 plan focused on GAAP revenue, gross margin, adjusted EBITDA, quality/operational objectives, and stretch business development, with a leverage curve paying 75%–125% of target. The Board assessed 2024 attainment at 110% of target (92.5% financial, 17.5% quality/operational, 0% stretch) then applied negative discretion to 100% of target. Individual executive targets for NEOs were CEO 80% and CFO/CLO 45% of base salary, but Chole’s bonus terms were not disclosed .
| Metric Category | What It Measures | Target Structure | Actual Attainment / Payout Decision |
|---|---|---|---|
| Financial Objectives | GAAP revenue, gross margin, adjusted EBITDA | Leverage curve 75%–125% of target | 92.5% contribution to payout; Board applied negative discretion to 100% total payout . |
| Quality & Operational Objectives | Automation/digital improvements in manufacturing/delivery; IT enhancements | Included in corporate goals | 17.5% contribution; included within 110% total before discretion . |
| Stretch Business Development | BD stretch objectives | Included in corporate goals | 0% contribution . |
| Total Corporate Attainment | Sum of above via leverage curve | 75%–125% of target | 110% scaled; reduced to 100% by negative discretion . |
Note: Timothy Chole was not a Named Executive Officer in 2024; his personal bonus targets and payouts were not disclosed in the proxy .
Equity Ownership & Alignment
- Anti-hedging and anti-pledging policy prohibits directors and executive officers from pledging company shares and engaging in hedging or derivative transactions; standing/limit orders longer than one day must comply with Rule 10b5-1(c) .
- Incentive compensation clawback policy (updated in 2023 per Nasdaq rules) recovers incentive-based compensation tied to financial reporting measures following restatements; applies to stock price/TSR-linked compensation and awards received on/after Oct 2, 2023 .
- Outstanding shares of common stock were 34,174,687 as of March 24, 2025 (for context on ownership) .
RSU Holdings and Vesting
| Title | Shares | Vesting Schedule | Vest Date / Period |
|---|---|---|---|
| RSU grant (Mar 14, 2024) | 33,330 | Fully vests on Mar 14, 2027; multi-year service-based vesting . | Mar 14, 2027 . |
| RSU grant (Mar 17, 2023) | 25,665 (incl. 12,832 unvested common shares) | Fully vests on Mar 17, 2025; service-based . | Mar 17, 2025 . |
Upcoming vesting events suggest potential insider selling pressure windows around March 17, 2025 and March 14, 2027, subject to blackout windows and 10b5-1 plans; the anti-hedging/pledging policy reduces misalignment risk .
Stock Options Portfolio (Exercisable/Unexercisable and Terms)
| Option Grant | Shares | Strike Price | Expiration | Vesting Schedule |
|---|---|---|---|---|
| 12/16/2019 | 4,545 | $24.20 | 12/16/2029 | Vested in three equal annual installments on 1st–3rd anniversaries . |
| 06/11/2020 | 13,636 | $22.44 | 06/11/2030 | Vested in three equal annual installments on 1st–3rd anniversaries . |
| 05/03/2021 | 13,636 | $10.38 | 05/03/2031 | Vests in two equal installments on 2nd and 4th anniversaries . |
| 09/09/2022 | 60,000 | $1.66 | 09/09/2032 | Vests in four equal annual installments . |
| 03/17/2023 | 32,990 | $1.37 | 03/17/2033 | 25% on 1st anniversary; remainder monthly through 03/17/2027 . |
| 03/14/2024 | 47,190 | $1.39 | 03/14/2034 | 25% on 1st anniversary; remainder monthly through 03/17/2027 . |
Ownership Guidelines and Pledging
- Executive Stock Ownership Guidelines emphasize alignment; the proxy specifically quantifies the CEO requirement (3x base salary by the compliance deadline) and describes counting methods. Guidelines framework applies to executives, but only the CEO’s multiple is specified in the filing; no specific threshold for the CCO is disclosed .
- Anti-pledging applies; pledging company stock is prohibited for directors and executive officers .
Employment Terms
- Appointment and tenure: Promoted to SVP, Chief Commercial Officer in Q2 2024 (May), after leading the commercial organization since the strategy shift announced in Nov 2022 .
- Employment agreement terms (salary, target bonus %, severance, change-of-control): Not disclosed for Chole in the 2025 proxy (NEO agreements for CEO, CFO, CLO are disclosed; Chole is not a 2024 NEO) .
- Company-wide policies and plan mechanics:
- 2018 Long Term Incentive Plan: Unvested awards do not accelerate automatically on change-of-control; if employment terminates under qualifying circumstances after a change-of-control or if surviving corporation does not assume awards, unvested awards accelerate. Performance awards vest to actual performance or pro-rated target for the elapsed performance period, whichever is greater .
- Executive agreements for NEOs include confidentiality, assignment of inventions, non-interference and non-competition covenants; while typical for senior officers, Chole’s specific covenants are not individually disclosed .
Performance & Track Record
- Company operating performance around his promotion: Q2’24 net sales $25.8M vs $18.1M (Q2’23), gross profit $4.6M vs $1.0M, operating income $0.5M vs loss $(3.0)M; adjusted EBITDA $1.5M vs $(2.3)M. Guidance raised for FY’24; outlook indicates mid-to-high single digit sales growth in 2025 and ~20% GM in 2025, above 25% thereafter .
| Metric | Q2 2023 | Q2 2024 |
|---|---|---|
| Net Sales ($M) | 18.1 | 25.8 |
| Gross Profit ($M) | 1.0 | 4.6 |
| Operating Income (Loss) ($M) | (3.0) | 0.5 |
| Adjusted EBITDA ($M) | (2.3) | 1.5 |
- TSR (cumulative value of $100 investment): $8.91 (2022), $17.01 (2023), $45.23 (2024) .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Cumulative TSR Value of $100 | $8.91 | $17.01 | $45.23 |
- Strategic initiatives: International distribution expanded via exclusive dry concentrates supply agreement with Nephro Group, the largest dialysis provider in the Philippines; announcement highlights Chole’s role and quote as CCO, underscoring commercial reach and reliability narrative . He is listed among speakers on earnings calls post-promotion, reflecting leadership visibility .
Investment Implications
- Compensation alignment: Multi-year RSU vesting (2025 and 2027) and layered option grants through 2034 create strong retention hooks and long-term alignment; the anti-hedging/anti-pledging policy further reduces misalignment risk .
- Near-term selling pressure: A 25,665-share RSU fully vests on March 17, 2025; monitor for 10b5-1 plan filings and blackout windows to gauge potential liquidity events .
- Change-of-control risk/reward: Equity awards under the 2018 Plan accelerate under qualifying terminations post-change-of-control (performance awards vest to actual/pro-rated target), implying meaningful event-driven upside and retention dynamics for senior commercial leadership .
- Execution signals: Post-promotion operating metrics improved and guidance was raised; international expansion supports revenue durability. However, absence of disclosed salary/bonus specifics for Chole limits precision in pay-for-performance benchmarking vs NEOs; analysts should triangulate future proxies and 8-Ks for any compensatory arrangements .