Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On January 9, 2020, the board of directors (the "Board") of Rockwell
Medical, Inc. (the "Company") appointed Russell H. Ellison, MD, MSc to the Board
as a Class III Director to serve until the Company's 2021 Annual Meeting of
Stockholders and until his successor is duly elected and qualified, effective
immediately.
Dr. Ellison, age 72, has served as a consultant to the Company since August
2019. Previously, he served as Chief Executive Officer of Promedior, Inc., a
biotechnology company, from May 2018 to December 2018. From February 2015 to May
2018, Dr. Ellison was a Managing Partner at Alameda Consulting LLC, an Executive
Director of Torreya Partners LLC and served as the Chief Executive Officer and
President of Bond Biosciences, Inc., a biotechnology company. Previously, he
served as Chairman of the board of directors and Chief Executive Officer of
Assembly Biosciences, Inc., a publicly-traded biotechnology company formed
following the merger of Ventrus Biosciences, Inc. and Assembly Pharmaceuticals,
from July 2014 to February 2015, and as Chairman of the board of directors and
Chief Executive Officer of Ventrus Biosciences, Inc., a publicly-traded
biotechnology company, from December 2010 to July 2014. He also has served as a
director of several privately held development-stage biotechnology companies.
Dr. Ellison received an M.Sc. from The London School of Tropical Medicine and
Hygiene, and an M.D. from the University of British Columbia.
In accordance with the Company's non-employee director compensation policy,
which is described in the Company's Proxy Statement on Schedule 14A (No.
000-23661), Dr. Ellison will receive an annual cash retainer of $60,000 for his
service as a director, which will be pro-rated through the Company's 2020 annual
meeting of stockholders. In addition, Dr. Ellison was granted an option to
purchase 16,895 shares of the Company's common stock at an exercise price equal
to the closing price of the Company's common stock on The Nasdaq Global Market
on January 9, 2020 and 10,050 restricted stock units for his service as a
director. The equity awards were made under the Company's 2018 Long Term
Incentive Plan. The restricted stock units and the shares underlying the option
will vest and become exercisable on January 9, 2021, subject to Dr. Ellison's
continued service to the Company. Dr. Ellison will enter into the Company's
standard form of indemnification agreement, which was previously filed by the
Company as Exhibit 10.1 to the Company's Current Report on Form 8-K (No.
000-23661) filed on August 30, 2019.
There are no arrangements or understandings between Dr. Ellison and any other
persons pursuant to which he was elected as a director of the Company. There are
no family relationships between Dr. Ellison and any director or executive
officer of the Company, and he has no direct or indirect material interest in
any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
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