Mr. Cooper served in the following roles:as president, chief executive officer and member of the board of directors (2013 - (2013—2016), president and chief financial officer (2010 - (2010—2013), executive vice president and chief financial officer (2002 - (2002—2010) and senior vice president and chief financial officer (2001 - (2001—2002). Prior to Discovery Labs,Previously, Mr. Cooper served as senior vice president and chief financial officer at Chrysalis International Corporation (formerly DNX Corporation, a public biotechnology company), a publicly tradedpublic drug development services company, where he managed its initial public offering and negotiated and integrated a number of strategic acquisitions, including the sale of the company to Phoenix International Life Sciences, Inc.company. Previously, Mr. Cooper served in a senior financial management role at ENI Diagnostics, Inc., a public life sciences company that developed and commercialized the second FDA-approved blood diagnostic test for HIV, and that was acquired by Pharmacia AB. Mr. Cooper earned a certified public accountant credential in 1985 and a Bachelor of Science degree in Commerce from Rider University in 1980. We believe that Mr. Cooper's extensive experienceexperiences as a senior executive and director of emerging companies in the life sciences industry, including executive management of companies engaged inmanaging development and commercialization of biopharmaceutical products, significant public companymatters , strategic alliances, capital raising, strategic planning, and specific expertise in finance, accounting, governance, and financial expertise, and experience in raising capital, investor relations and strategic alliances,for public life science companies , qualify him for service as a director of our Company. Mr. Cooper's term as a director will expire at the 2020 Annual Meeting and upon the election and qualification of his successor. Approval of the Declassification Amendments at the Annual Meeting cannot legally shorten Mr. Cooper's term; however, he has expressed his intention to voluntarily submit his resignation from the Board after the Annual Meeting with the understanding that the Board would then immediately re-appoint him to the Board for a term to expire at the 2019 Annual Meeting and upon the election and qualification of his successor.

        Mark H. Ravich, age 65,66, has been a director since June 2017. Mr. Ravich currently serves as president of Tri-Star Management, Inc., a commercial real estate management and syndication company that he co-founded in 1998. Mr. Ravich has also served as a director of Orchids Paper Products Company, a national supplier of high quality consumer tissue products, since February 2013, where he also serves as chairman of its governance committee and a member of its audit committee. Mr. Ravich has also served as a director of each of MR Instruments, Inc., an independent designer and manufacturer of advanced MRI Radiofrequency coils, since June 2004, and Dilon Technologies Inc., a designer and manufacturer of medical imaging solutions, since October 2010. Previously, from 1990 until its sale in 1998, Mr. Ravich served as the chief executive officer and a director of Universal International, Inc., a wholesale retail company, where he also led its IPO. From 1978 to 1990, Mr. Ravich was a developer of commercial real estate where he was involved with all aspects of development, finance, construction, marketing, leasing and management of various commercial, industrial, office and multi-family real estate projects. Mr. Ravich began his career in 1975 as an account officer at Citibank N.A., where he made real estate construction loans to national real estate developers. Mr. Ravich also currently serves as a board advisor to Scidera Inc., a provider of clinical laboratory testing services, and is the chief manager of various real estate entities. Mr. Ravich graduated Magna Cum Laude from the Wharton School of the University of Pennsylvania with a BSE and an MBA degree with a major in finance. We believe that Mr. Ravich's experience as a member of a board of directors of a public company and his experience as a senior leader of his own company qualify him for service as a director of our Company. Mr. Ravich's term as a director will expire at the 2020 Annual Meeting and upon the election and qualification of his successor. Approval of the Declassification Amendments at the Annual Meeting cannot legally shorten Mr. Ravich's term; however, he has expressed his intention to voluntarily submit his resignation from the Board after the Annual Meeting with the understanding that the Board would then immediately re-appoint him to the Board for a term to expire at the 2019 Annual Meeting and upon the election and qualification of his successor.

Retiring Director

        Mr. Bagley, a Class III director, has informed the Board that he will not stand for re-election to the Board at the Annual Meeting. In connection with Mr. Bagley's agreement not to stand for reelection to the Board, the Board authorized an extension of the exercise period for Mr. Bagley's current outstanding stock options for two years from the date of the expiration of his term. We would like to formally extend our gratitude to Mr. Bagley for his years of service and wish Mr. Bagley the best in his future endeavors. Effective immediately after the Annual Meeting, the Board approved the reduction of the size of the Board from eight directors to seven directors. Your proxies cannot be voted for a greater number of persons than the nominee named in this proxy statement.

CORPORATE GOVERNANCE

Independence

        Based on the absence of any material relationship between each such director and the Company, other than in their capacities as directors and shareholders, the Board has determined that each of Messrs. Boyd, Cooper, Ravich, and Wolin, Ms. Colleran and Dr. Smith (representing all current directors other than Stuart Paul, who also serves as the Company's President and Chief Executive Officer) are independent, as independence is defined in the applicable Nasdaq Stock Market and Securities and Exchange Commission ("SEC") rules. On

Board Leadership Structure and 2018 Transitional Changes

        In 2018, the Company underwent significant changes in its leadership and governance structure. In March 7, 2018, our Board determined that it was in the best interests of the Company and our shareholders to separate the role of Chairman of the Board from the role of Chief Executive Officer. Our Board believes that this separate leadership structure enhances the accountability of our Chief Executive Officer to our Board, strengthens our Board's independence from management and ensures a greater role for the independent directors in the oversight of the Company. In addition, our Board believes that separating these roles allows the Chief Executive Officer to focus his efforts on operating our business and managing our Company in the best interests of our shareholders, while the Chairman provides guidance to the Chief Executive Officer and, in consultation with management, helps to set the agenda for Board meetings and establishes priorities and procedures for the work of the full Board. The Chairman presides over meetings of the full Board. Mr. Wolin was chosen byappointed as Chairman of the Board in March 2018 and in, September 2018, the Board appointed Stuart Paul as the Company's new President and CEO, as well as a Class I Director.

        Our Principles of Corporate Governance provide that our independent directors will select a lead director when the Chairperson does not qualify as an independent director (which is not the situation currently, since our Chairperson qualifies as an independent director). In the event that the independent directors make such a determination, a majority of the independent directors will appoint

a lead director. In the event that a lead director is designated, his or her duties would include: assisting the Chairperson of the Board and the Board in assuring compliance with and implementation of the Company's Principles of Corporate Governance, coordinating the agendas for, and moderating executive sessions of, the Board's non-management directors and facilitating communications between the non-management directors and the other members of the Board and the management of the Company.

        Our Board believes that the current Board leadership structure is in the best interests of the Company and its shareholders at this time. Our Board recognizes that no single leadership model is right for all companies and at all times and that, depending on the circumstances, other leadership models, such as combining the Chairperson and Chief Executive Officer roles, might be appropriate. Accordingly, our Board periodically reviews its leadership structure. Our Principles of Corporate Governance provide the flexibility for our Board to servemodify or continue its leadership structure in the future, as our independent Chairman of the Board.it deems appropriate.

Meetings and Committees of the Board of Directors

        During 2017,2018, the Board held thirteen32 meetings. Each current director attended 100%at least 75% of the total number of meetings of the Board and committees of which he or she wasthey were a member in 2017, except for Mr. Ravich who did not attend one of the Board's thirteen meetings.2018. We encourage all of our directors to attend the annual meetings of shareholders, if possible, but have no formal policy on such attendance. Three directors attended the 2017Our 2018 Annual Meeting of shareholders.Shareholders was conducted virtually, with a majority of the then-sitting directors attending the meeting. In addition to formal Board meetings, the Board members have frequent informal discussions and conferences with management throughout the year.

Audit Committee

        We have an Audit Committee which is currently comprised of Messrs. Cooper (Chairman), Boyd, Wolin and Dr. Smith. Prior to March 12, 2018, the Audit Committee was comprised of Messrs. Cooper (Chairman), Bagley, Boyd, Ravich and Dr. Smith. The Board has determined that Mr. Cooper, who is the Chairman of the Audit Committee, is an "audit committee financial expert," as defined by applicable SEC rules. In addition, the Board has determined that each member of the Audit Committee is independent as independence for audit committee members is defined in applicable Nasdaq Stock Market and SEC rules. During 2017,2018, the Audit Committee held four10 meetings. The Board has adopted a written charter for the Audit Committee, a copy of which is posted on our website at www.rockwellmed.com. Pursuant to its charter, the purpose of the Audit Committee is to assist the Board in its oversight of the quality and integrity of the accounting, auditing and financial reporting practices of the Company. The functions of the Audit Committee include, among other things, (1) monitoring the adequacy of the Company's internal controls; (2) engaging and overseeing the work of the registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for us, including the conduct of the annual audit and overseeing the independence of such firm; (3) overseeing our independent accountants' relationship with the Company; (4) reviewing the audited financial statements and the matters required to be discussed by Auditing Standard No. 1301 with management and the independent accountants, including their judgments about the quality of our accounting principles, applications and practices; (5) recommending to the Board whether our current audited financial statements should be

included in our Annual Report on Form 10-K; (6) reviewing with management and our independent accountants our quarterly financial information before we file our Forms 10-Q; (7) reviewing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; (8) reviewing related party transactions required to be disclosed in our proxy statement for potential conflict of interest situations and, where appropriate, approving such transactions; and (9) monitoring with management the status of pending litigation.litigation and investigations.

Audit Committee Report

        Our Audit Committee has:

•

Reviewed and discussed with management our audited financial statements for the year ended December 31, 2017;2018;



•

Discussed with our independent accountants the matters required to be discussed by Auditing Standard No. 1301, "Communications with Audit Committees" issued by the Public Company Accounting Oversight Board;



•

Received the written disclosures and the letter from our independent accountants required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the Audit Committee concerning independence; and



•

Discussed with our independent accountants the independent accountants' independence.

        Based on its review and discussions described above, our Audit Committee recommended to our Board that our audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 20172018 as filed with the SEC.

        Management is responsible for our financial reporting process, including its system of internal control, and for the preparation of consolidated financial statements in accordance with generally accepted accounting principles. Our independent accountants are responsible for auditing those financial statements. Our Audit Committee's responsibility is to monitor and review these processes. Our Audit Committee has relied, without independent verification, on management's representation that our financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States of America and on the representations of our independent accountants included in their report on our financial statements.

By the Audit Committee:
John G. Cooper (Chairman)
Ronald D. BoydMark Ravich
Robin L. Smith
Benjamin Wolin

Compensation Committee

        We have a Compensation Committee which is currently comprised of Ms. Colleran (Chairwoman) and Messrs. Ravich (Chairman) and Wolin and Ms. Colleran. Prior to March 12, 2018, the Compensation Committee was comprised of Messrs. Boyd (Chairman) and Bagley and Dr. Smith.Wolin. The Compensation Committee has a written charter setting forth the responsibilities of the Committee, a copy of which is posted on our website at www.rockwellmed.com. The charter provides that the Compensation Committee will oversee, review and approve all compensation and benefits for executive officers and make recommendations to the Board for director compensation.

        The Compensation Committee is also responsible for administering

the stock compensation program, overseeing the development of our compensation and employee benefit plans and discharging its responsibilities under such plans, reporting to the Board on our compensation policies, programs and plans, and approving other employee compensation and benefit programs where Board action is necessary or appropriate. The Compensation Committee held two8 meetings in 2017.2018. Except to the extent prohibited by Nasdaq Stock Market rules and state law, our Compensation Committee may delegate its authority to subcommittees when it deems appropriate and in the best interests of the Company.

Governance and Nominating Committee

        We have a Governance and Nominating Committee which is currently comprised of Dr. Smith (Chairwoman), Ms. Colleran and Messrs. Cooper and Ravich. Prior to March 12, 2018, the Governance and Nominating Committee was comprised of Dr. Smith (Chairwoman) and Messrs. Bagley and Ravich.Mr. Cooper. Our Governance and Nominating Committee did not hold anyheld 8 meetings in 2017.2018. Our Governance and Nominating Committee has a written charter setting forth the responsibilities of the Committee, a copy of which is posted on our website at www.rockwellmed.com. ThePursuant to the charter, provides that the Governance and Nominating Committee is generally responsible for (1) oversight of the corporate governance of the Company; (2) recommending appropriate corporate governance practices; (3) identifying individuals qualified to become directors and selecting, or recommending that the Board select, the candidates for all directorships to be filled by the Board or by the shareholders; and (4) oversight of the evaluation of the Board and review of potential risks and risk mitigation strategies related to overall corporate risks, including but not limited to, litigation, legal strategies and insurance risk; and (5) recommending appropriate risk mitigation strategies, including but not limited to, litigation, legal strategies and insurance risk, as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions.its committees. In identifying candidates for director, our Governance and Nominating Committee will consider suggestions from incumbent directors, management or others, including shareholders. Our Governance and Nominating Committee may retain the services of a consultant from time to time to identify qualified candidates for director. Our Governance and Nominating Committee reviews all candidates in the same manner without regard to who suggested the candidate.

In selecting candidates, our Governance and Nominating Committee will consider all factors it believes appropriate, which may include (1) ensuring that the Board, as a whole, is diverse and consists of individuals with various and relevant career experience, technical skill, industry knowledge and experience, financial expertise, local or community ties, and (2) individual qualifications, including strength of character, mature judgment, familiarity with our business and industry, especially the life sciences industry, independence of thought and an ability to work collegially. Although it has no formal policy with regard to diversity, the charter states that our Governance and Nominating Committee should, with respect to diversity, consider such factors as differences of viewpoint, education, skill and other individual qualities and attributes that contribute to board heterogeneity, including characteristics such as race, gender and national origin. Our Governance and Nominating Committee is committed to seeking highly qualified candidates inclusive of all national origins, races and genders to include in the pool from which director nominees are chosen.

Nominations of Directors

        Nominees for director that are proposed by shareholders must be proposed pursuant to timely notice in writing to our Secretary, at Rockwell Medical, Inc., 30142 Wixom Road, Wixom, Michigan 48393, as provided in our bylaws. The requirements for proposing director candidates, set forth in Section 2.5 of our bylaws, are described below.below and are substantively equivalent to those that will govern the Company if shareholders' approve, and the Company consummates, Proposal 3 (Reincorporation of the Company from Michigan to Delaware).

        Shareholders proposing director nominees for election at the 20192020 Annual Meeting must provide written notice of such intention, along with the other information required by Section 2.5 of our bylaws, to our Secretary at our principal executive offices no earlier than the close of business on February 22, 20197, 2020 and no later than the close of business on March 24, 2019.8, 2020. If the 20192020 Annual Meeting date is significantly advanced or delayed from the first anniversary of the date of the Annual Meeting, then the

notice and information must be given not later than the 90th day before the meeting or, if later, the 10th day after the first public disclosure of the date of the 2019 Annual Meeting. With respect to an election to be held at a special meeting of shareholders, such notice must be given in accordance with the procedures set forth in our bylaws no earlier than the close of business on the 120th day before and not later than the close of business on the 90th day before the date of such special meeting or, if later, the 10th day after the first public disclosure of the date of such special meeting. Notwithstanding the foregoing, if the number of directors to be elected is increased and there is no public disclosure regarding such increase or naming all of the nominees for director at least 100 days prior to the first anniversary of the prior year's annual meeting, then shareholder notice with regard to nomination of directors shall be considered timely if received by our Corporate Secretary no later than the tenth day

following public disclosure of the increase in the number of directors to be elected. A proponent must also update the information provided in or with the notice at the times specified by our bylaws. Nominees for director pursuant to a notice which is not timely given or does not contain the information required by our bylaws or which is not delivered in compliance with the procedure set forth in our bylaws will not be considered at the shareholders meeting.

        Only persons who are shareholders both as of the giving of notice and the date of the shareholders meeting and who are eligible to vote at the shareholders meeting are eligible to nominate directors. The nominating shareholder (or his qualified representative) must attend the shareholders meeting in person and present the proposed nominee in order for the proposed nominee to be considered.

        The Board has not established specific, minimum qualifications for recommended nominees or specific qualities or skills for one or more of our directors to possess. The Board uses a subjective process for identifying and evaluating candidates for nomination as a director, based on the information available to, and the subjective judgments of, the members of the Board and our then current needs. The Board does not believe there would be any difference in the manner in which it evaluates candidates based on whether the candidate is recommended by a shareholder.

Board Leadership Structure

        On March 12, 2018, our Board determined that it was in the best interests of the Company and our shareholders to separate the role of Chairman of the Board from the role of Chief Executive Officer. Our Board believed that this separate leadership structure enhances the accountability of our Chief Executive Officer to our Board, strengthens our Board's independence from management and ensures a greater role for the independent directors in the oversight of the Company. In addition, our Board believed that separating these roles will allow our Chief Executive Officer to focus his efforts on operating our business and managing our Company in the best interests of our shareholders, while the Chairman provides guidance to the Chief Executive Officer and, in consultation with management, helps to set the agenda for Board meetings and establishes priorities and procedures for the work of the full Board. The Chairman presides over meetings of the full Board. Mr. Wolin was appointed as Chairman of the Board and Robert L. Chioini, our Chief Executive Officer, will continue to serve as a director (if he is reelected at the Annual Meeting) and in his position as CEO of the Company.

        Our Principles of Corporate Governance also provide that our independent directors will select a lead director when the Chairperson does not qualify as an independent director (which is not the situation currently, since our Chairperson qualifies as an independent director). In the event that the independent directors make such a determination, a majority of the independent directors will appoint a lead director. In the event that a lead director is designated, his or her duties would include: assisting the Chairperson of the Board and the Board in assuring compliance with and implementation of the Company's Principles of Corporate Governance, coordinating the agendas for, and moderating executive sessions of, the Board's non-management directors and facilitating communications between the non-management directors and the other members of the Board and the management of the Company.

        Our Board believes that the current Board leadership structure is in the best interests of the Company and its shareholders at this time. Our Board recognizes that no single leadership model is right for all companies and at all times and that, depending on the circumstances, other leadership models, such as combining the Chairperson and Chief Executive Officer roles, might be appropriate. Accordingly, our Board periodically reviews its leadership structure. Our Principles of Corporate Governance provide the flexibility for our Board to modify or continue its leadership structure in the future, as it deems appropriate.

Board Role in Risk Oversight

        Our Board has an active role, as a whole and also at the committee level, in overseeing management of the Company's enterprise risks. While our Board oversees the Company's enterprise risk management and establishes policies, Company management is responsible for day-to-day enterprise risk management processes. The Board and its committees administer their enterprise risk oversight function through regular, periodic reporting from and discussions with management appropriate to the nature and magnitude of the particular enterprise risk. Our Audit Committee oversees management of financial risks and risks associated with conflicts of interest. Our Compensation Committee oversees management of risks relating to executive compensation plans and arrangements. While each committee is responsible for evaluating certain risks and overseeing management of those risks, the entire Board is regularly informed about those risks. In addition, management's role is to evaluate and assess business risks and to inform the Board of its evaluation of such business risks periodically.

Code of Business Conduct and Ethics

        Our Board has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including our principal executive officer, principal financial officer and principal accounting officer or controller. Our Code of Business Conduct and Ethics contains written standards that we believe are reasonably designed to deter wrongdoing and to promote:

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Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;



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Full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other public communications we make;



•

Compliance with applicable governmental laws, rules and regulations;



•

The prompt internal reporting of violations of the Code of Business Conduct and Ethics to the appropriate person or persons; and



•

Accountability for adherence to the Code of Business Conduct and Ethics.

Principles of Corporate Governance

        Our Board has adopted and annually reviews our Principles of Corporate Governance. In December 2018, the Board further revised these principles to clarify the responsibilities of the Board and its accountability to shareholders. These governance principles,Principles of Corporate Governance, along with the charters of our Board's committees and our Articles of Incorporation and Bylaws, form the framework for the governance of our Company. These principles include principal board responsibilities, our Majority Voting Policy, Clawback Policy, Lead Independent Director Charter (when our Chief Executive Officer is also the Chairman of the Board), the Board's policy against hedging and pledging our common shares, and stock ownership guidelines. Our Principles of Corporate Governance, as currently in effect, are available on our website at www.rockwellmed.com through the "Investors" page.

Shareholder Communications with the Board

        Our Board has a process for our shareholders to send communications to our Board or Audit Committee, including complaints regarding accounting, internal accounting controls or auditing matters. Communications may be sent to our Board, our Audit Committee or specific directors by regular mail to the attention of our Board, our Audit Committee or specific directors, at our principal executive offices at 30142 Wixom Road, Wixom, Michigan 48393. All of these communications will be initially reviewed by our Secretary (1) to filter out communications that the Secretary deems are not appropriate for the directors, such as communications offering to buy or sell products or services, and (2) to sort and relay the remainder (unedited) to the appropriate directors.

Related Party Transactions

        Pursuant to its charter, our Audit Committee is charged with monitoring and reviewing transactions and relationships involving independence and potential conflicts of interest with respect to our directors and executive officers. To the extent any such transactions are proposed, they would be subject to approval by our Audit Committee in accordance with applicable law and the Nasdaq Stock Market rules, which require that any such transactions required to be disclosed in our proxy statement be approved by a committee of independent directors of our Board. In addition, our Code of Business Conduct and Ethics generally requires directors and employees to avoid conflicts of interest. There were no transactions since January 1, 2017,2018, and there is no currently proposed transaction, in which the Company was or is to be a participant, the amount involved exceeded or will exceed $120,000, and in which any director, executive officer of the Company or any immediate family member of any of such persons had or will have a direct or indirect material interest, except as described below.below under "Settlement Agreement" and "Triferic® License Agreements".

Settlement Agreement

        On August 7, 2018, we entered into a confidential settlement and mutual release agreement (the "Settlement Agreement") with the Company's former CEO and director, Robert Chioini, former CFO Thomas Klema, and former directors Patrick Bagley and Ronald Boyd (the "Settling Parties"). The Settlement Agreement resolved ongoing litigation regarding the Company's termination of Mr. Chioini and Mr. Klema in May 2018. Pursuant to the Settlement Agreement, the Company agreed to: (i) pay the Settling Parties a total of $1,500,000, one-half of which was paid at execution of the Settlement Agreement and the remainder in nine equal monthly installments of $83,333, with the last installment being paid in May 2019; (ii) pay $30,000 to Mr. Boyd; (iii) accelerate the vesting of options held by the Mr. Chioini and Mr. Klema as of the date of their terminations; and (iv) grant an extended option exercise period for vested options. As part of the Settlement agreement, the Settling Parties also agreed to certain standstill covenants for a period of approximately five years and agreed to forfeit a total of 333,200 unvested shares of restricted common stock.

Triferic® License Agreements

        We are party to a license agreement, dated January 7, 2002, with Charak LLC ("Charak") and its owner, Dr. Ajay Gupta, for our Triferic® product that covers issued patents in the United States, the European Union and Japan, as well as patent and pending patent applications in other foreign jurisdictions. Dr. Gupta joined us as our Chief Scientific Officer in 2009. The license agreement, which was negotiated on an arm's length basis before Dr. Gupta had any employment relationship with us, continues for the duration of the underlying patents in each country. We are obligated under the license agreement to make certain milestone payments and to pay ongoing royalties upon successful introduction of the product. No royalties were accrued and payable pursuant to the license agreements for 2018.

        In October 2018, we entered into a Master Services and IP Agreement (the "MSA") with Charak and Dr. Gupta. Pursuant to the MSA, we entered into three additional agreements related to the license of certain soluble ferric pyrophosphate intellectual property owned by Charak. The MSA provides for a payment of $1,000,000 to Dr. Gupta, of which $250,000 was paid in 2018 and the remainder will be paid in installments over 2019, as well as the reimbursement for certain legal fees incurred in connection with the MSA. Pursuant to the MSA, we entered into an amendment to the 2002 license agreement and entered into new license agreements providing for additional rights relating to Triferic. No royalties were accrued and payable pursuant to these agreement for 2017. There are no further milestone payments to be made under the license agreement.2018.

EXECUTIVE OFFICERS

        The executive officers of the Company are elected or appointed annually and serve as executive officers of the Company at the pleasure of our Board. The Company's current executive officers are described below.

        Robert L. Chioini'sStuart Paul, age 59, has been a director since August 2018 and the Company's CEO and President since September 2018. Mr. Paul's business experience is described above under "Nominee"Nominees For Reelection to Our Board."

        Thomas E. KlemaAngus Smith, CPA/MBA, age 64, has served36, joined the Company as the Company's Vice President,its Chief Financial Officer Treasurer and Secretary since January 1999.in November 2018. Prior to joining the Company, Mr. Klema was employed as vice presidentSmith served in variety of finance roles in the health care industry including most recently as Senior Vice President, Chief Business Officer and administrationPrincipal Financial Officer at Pernix Therapeutics Holdings, Inc. ("Pernix"), a specialty products divisionpharmaceutical company, from February 2018 until November 2018, where Mr. Smith was responsible for the oversight of Whistler CorporationPernix's financial operations and management of Pernix's business development activities, as well as relationships with investors and other key constituents in the financial community. Previously at Pernix, Mr. Smith served as Vice President, Business Development & Strategic Planning from 1997July 2016 to 1998February 2018 and as Vice President, M&A and Corporate Finance from 1980September 2014 to 1996,July 2016. Pernix filed for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code in February 2019 following the entry of a generic version of the Pernix migraine drug Treximet. From October 2011 to September 2014, Mr. Smith served as a Director in the Healthcare Investment Banking Group at Cantor Fitzgerald, a financial services firm. Mr. Smith previously held several management positions of increasing responsibility in the areas of finance, accounting, human resources, business planning, customer serviceHealthcare Investment Banking group at Gleacher & Company, a financial advisory firm, and operations, includingvarious predecessor firms from 1993July 2005 to 1996 asAugust 2011. Mr. Smith earned a vice president, at Diversey Corporation, a subsidiary of the Molson Companies, Ltd., until it was acquired by Unilever. Prior to 1980, Mr. Klema was employed as a

certified public accountant. Mr. Klema holds both an MBAB.A. in finance and a BAMathematical Economics from Colgate University in accounting from Michigan State University.2005.

        Ajay Gupta M.D., age 60,61, joined the Company as Chief Scientific Officer in June 2009. Before joining the Company, Dr. Gupta spent the prior seven years as an associate professor of medicine at UCLA and Charles Drew University Schools of Medicine, Los Angeles, CA, where he had an active nephrology practice. Prior to that, Dr. Gupta served on the faculties of Henry Ford Hospital, Detroit, MI, University of Alabama, Birmingham, State University of New York, Syracuse and Washington University, St. Louis. Dr. Gupta also completed a clinical fellowship in Nephrology from Wayne State University, Detroit, Michigan and a research fellowship in Nephrology from Washington University, St. Louis, Missouri. Dr. Gupta, who is the founder and chairman of the Indian Society for Bone and Mineral Research, earned his MBBS degree and completed his residency in Internal Medicine from All India Institute of Medical Sciences, New Delhi.

        Raymond D. Pratt M.D., age 67,68, joined the Company in April 2012 as its Chief Medical Officer. Prior to joining the Company, Dr. Pratt worked at Shire PLLC from 2003 to 2010 as vice president research and development and as the scientific leader in its Emerging Business Unit and Renal Business Unit. Previous roles at Shire included vice president global clinical medicine and global clinical affairs and head of US Clinical Development. Dr. Pratt served in a consulting role at Quintiles, a global biopharmaceutical services company, as a vice president of strategic drug development innovation from August 2011 until joining the Company, and as an industry consultant during 2011 after leaving Shire. Prior to working at Shire, he was senior director, clinical research and development at Eisai Medical Research from 1994 to 2003, where he was head of central nervous system and internal medicine clinical development. Dr. Pratt is a graduate of the University of Illinois College of Medicine and completed his nephrology fellowship at the Walter Reed Army Medical Center where he practiced nephrology and served as the assistant chief of nephrology services and director of dialysis services from 1983 to 1985. Dr. Pratt was the recipient of a physician scientist training grant at Johns Hopkins School of Medicine and the recipient of a James Shannon New Investigator award from the NIH. He served as an assistant professor in the John Hopkins Department of Medicine and Nephrology from 1989 to 1993.

COMPENSATION OF EXECUTIVE OFFICERS

Compensation Discussion and AnalysisOverview

        This Compensation DiscussionDuring 2018, the Company underwent significant change in terms of leadership and Analysis describes ourresulting executive compensation philosophyactions. In May 2018, the Board of Directors terminated the employment of Robert Chioini and Thomas Klema, who had previously served as the pay programs provided to our named executive officers, or NEOs for 2017. Our NEOs for 2017 were:

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Robert L. Chioini, our Founder, President andCompany's Chief Executive Officer;



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Thomas E. Klema, our Vice President, Corporate Secretary, TreasurerOfficer and Chief Financial Officer;



•

Dr. AjayOfficer, respectively. Following the termination of Messrs. Chioini and Klema, the Company operated for a time with a smaller management team, comprised of Drs. Gupta ourand Pratt, the Company's Chief Scientific Officer;Officer and



•

Dr. Raymond D. Pratt, our Chief Medical Officer.

Executive Summary

        During 2017, our Compensation Committee, which we also refer to in this section as our Committee, reviewed our executive compensation strategyOfficer, and determined that, in general, the elements of our compensation program continue to align our executives' incentives withDavid J. Kull, the Company's overall strategycontroller and shareholders' interests in light of the Company's unique opportunitiesprincipal accounting officer, coupled with board-level support and challenges as a developing specialty pharmaceutical company.

Changes To Our Compensation Program For 2017

        As part of our commitment to monitor and update our pay practices, our Committee adopted several new executive compensation governance practices for 2017, including:

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Management share ownership guidelines, helping to further align management economic incentives and with the long-term interests of our shareholders



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An anti-pledging policy with respect to our common shares to help ensure that our executives are not forced to sell their pledged shares at an inopportune or inappropriate time



•

An anti-hedging policy with respect to our common shares, ensuring that management's economic alignment will be maintained through their full risk of loss on the common shares they own



•

An incentive compensation clawback policy to apply in the event of a material restatement of our financial statements, reducing incentives for excessive risk-taking by our executive officers



•

A cap on potential annual bonus payouts to encourage long-term performance



•

Engagement of an independent compensation consultant to provide outside guidance to our Committee concerning our compensation levels and our compensation program design.

oversight. In addition to the changes described above, our Committee intends to modify the structure of our future annual bonus program to base it more on achieving objective performance criteria, including key milestones and financial metrics that have the potential to create shareholder value, as well as being less discretionary and more transparent. More details regarding our planned changes to our annual bonus program are below under the heading "—Key Elements of Compensation for 2018—Bonuses."

Our Leading Pay Practices

Executive Compensation Oversight and Objectives

        Our Committee is responsible for establishing and administering our policies governing compensation for our executive officers. Our Committee's evaluation of executive compensation is

multi-dimensional. In setting compensation for our NEOs, our Committee weighs a myriad of factors, including the contribution of the executive, the executives training, experience and knowledge, the opportunity for shareholder value creation, the stage of development of the Company, the business challenges faced by the Company and peer-based compensation comparisons. The Committee also considers the balance among salary and both short- and long-term incentive compensation, the opportunities and progress toward building long-term shareholder value, alignment of shareholder and management interests, competitive considerations, performance, retention and progress toward achieving our product development objectives. Because of these many factors, a high level of judgment is required by the Committee in establishing our executives' compensation packages.

        The key objectives established by our Committee for our executive compensation program are to:

•

Attract and retain superior caliber key executive personnel;



•

Motivate and reward executives who are critical to our success;



•

Provide a competitive compensation package that aligns the economic interests of our management with the interests of our shareholders and encourages the creation of shareholder value; and



•

Instill a "pay-for-performance" philosophy, meaning that we will pay higher compensation to our NEOs if our financial performance delivers incremental value to the shareholders.

        To position the Company for its development as a specialty pharmaceutical company and to meet the foregoing objectives, our Committee provides our executive officers with competitive short term cash compensation in the form of salary and bonus opportunities to attract and retain key personnel. As we move toward commercialization of our drug products, our Committee recommended, and our Board adopted, the concept of granting performance-based long-term equity incentive awards. As a result, we made performance based equity awards to our executive team in 2017 that we believe will further motivate management to optimize shareholder value. We intend to do so in the future if our shareholders approve our proposed new 2018 long-term incentive plan as described below under the heading "PROPOSAL 3—APPROVAL OF THE ROCKWELL MEDICAL, INC. 2018 LONG TERM INCENTIVE PLAN."

        In setting our compensation amounts and opportunities for our NEOs, our Committee relies on input from our Chief Executive Officer regarding the individual performance of our other NEOs and its own assessment of our Chief Executive Officer's performance in determining his compensation package. Our Chief Executive Officer was not present for the deliberations or voting by the Committee on the determination of his own compensation.

        In addition to considering individual performance, our Committee also takes into account our progress towards achieving Company goals and, beginning in 2017, the advice of our independent compensation consultant. We also considered the practices of our peers and market pay practice when setting compensation for our NEOs.

        Our Board of Directors and the Committee adopted and implemented improvements to our compensation design and practices in 2017 that we believe are considered best practices and are again seeking advisory shareholder approval of our executive compensation practices at the Annual Meeting. Please see "PROPOSAL 4—ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS." Our Committee intends to consider the results of that vote in its future decisions concerning compensation for our executive officers.

2017 Peer Group Analysis

        In 2017, our Committee used peer group analysis and analytics provided by Equilar to provide our Committee with information regarding market trends and guidance on our executive pay practices and

to help our Committee in making recommendations to the Board on the structure of our compensation plans and practices for 2017. The criteria for selecting our peer group was that the peer group should consist of publicly-traded life science companies similarly situated to the Company. The Committee selected 35 companies for the Company's peer group. For the Committee's 2017 compensation review, the 35 companies in our peer group for purposes of NEO benchmarking were:

Key Elements of Executive Compensation for 2017

        Our executive compensation package for our NEOs during 2017 consisted of four key elements. These four elements, and our objectives for paying each, are described in the chart below.

        Our 2007 Long Term Incentive Plan expired on April 11, 2017. As a result, we no longer have a Long Term Incentive Plan in place. We have generally provided appropriate long term compensation through equity-based compensation awards intended to align shareholder and management economic interests and to motivate management to increase shareholder value.

        Salaries.    Our Committee froze the base salaries for our NEOs in 2016 at their 2015 levels in recognition of the challenges facing our business. However, in view of our business development progress, 2017 NEO salaries were increased between 4%-6% in 2017 over their 2015 and 2016 levels. Salaries paid to our NEOs for 2017 are shown below in the "Salary" column of the Summary Compensation Table.

        Bonuses.    Our Committee believes that annual bonuses are an important tool to encourage our executive team to meet near-term strategic and financial performance objectives, which thereby should also create value for our shareholders.

        For 2017, as in past years, we set a target cash bonus level for each of our NEOs at 100% of their respective base salary. The payment of bonuses for 2017 was primarily based upon the Company's achievement of key milestones: achieving Triferic® reimbursement and obtaining FDA approval to commercialize Calcitriol. The payment of bonuses for 2017 was also based upon each executive's achievement of their relevant functional performance goals, including but not limited to, adding to our customer base through our Triferic® sample program, educating our customers about Triferic®, entering into distributor licenses outside of the United States, and advancing our other clinical development programs.

        In April 2018, our Committee chose not to issue a bonus to Mr. Chioini for 2017, as a result of the Company's inability to achieve certain key milestones for Triferic® and Calcitriol and challenges the business faced during 2017. Our Committee did approve bonuses for Dr. Pratt, Dr. Gupta and Mr. Klema for 2017 equal to $115,100, $88,620, and $88,400, or 25%, 17.5% and 20% of their base salary, respectively, reflecting their contributions during 2017 to progressing our product development efforts in preparing for the commercialization and regulatory approvals of our drug products both domestically and internationally. The bonuses paid to our NEOs with respect to 2017 are shown in the "Bonus" column of the Summary Compensation Table.

        Equity Compensation.    No equity grants were made to our NEOs during 2016. On March 15, 2017, our Committee recommended the grant of performance-based equity awards, and the Board approved such awards, the only remaining awards that could be issued under the 2007 Long Term Incentive Plan. The performance-based restricted stock grants issued the following grants to our NEOs and directors, which constituted all of the then-remaining shares reserved for issuance under the 2007 Long Term Incentive Plan:

        The Committee granted the foregoing performance-based restricted stock awards with full vesting subject to the Company's achievement of any one of the following three vesting criteria ("2017 Grant Performance Vesting Criteria"):

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aggregate reported net sales of the Company in any four consecutive calendar quarters equals or exceeds $100,000,000.



•

the market capitalization of the Company is greater than $600,000,000 for ten consecutive trading days.



•

one year following the date the Centers for Medicare & Medicaid Services assigns the Company transitional add-on reimbursement payment status for our drug product, Triferic®.

        If the vesting date occurs during a trading blackout period, vesting will be delayed until the second day after the blackout trading period is no longer in effect (and irrespective of the market price subsequent to the criteria having been met, if applicable).

        Until shareholders approve our proposed new 2018 Long Term Incentive Plan, our Committee and the Board will only be able to make equity awards to employees, directors or the named executive officers that are contingent upon such plan being approved. In February 2018, the Committee and the Board approved 225,000 contingent awards to approximately 30 of our key employees, excluding our NEOs. No contingent awards were granted to our NEOs. Please see "PROPOSAL 3—APPROVAL OF THE ROCKWELL MEDICAL, INC. 2018 LONG TERM INCENTIVE PLAN—Contingent Grants Made to Non-Executives and Independent Directors Under 2018 Plan" for more detail. If the proposed new 2018 Long Term Incentive Plan is not approved by our shareholders at the Annual Meeting, all contingent awards otherwise issuable under such plan will be cancelled and forfeited.

        Other Compensation.    The Company offers a 401(k) plan for individual retirement savings opportunities available to all of our salaried employees on a non-discriminatory basis. The plan is non-contributory by the Company and we have no other pension or retirement plan or deferred compensation arrangement for our NEOs.

        We believe that the perquisites we offer our NEOs are modest, as we believe our NEOs are otherwise fairly compensated through the other parts of their compensation package. We provide long term disability insurance for our NEOs at a nominal cost. In addition, Mr. Chioini receives a vehicle allowance consistent with our historical practice since the Company's inception. However, during 2017, he only used a portion of such an allowance (although he may do so more fully in the future). The aggregate incremental costs of these benefits, to the extent they exceed $10,000 in the aggregate for each NEO, are included in the "All Other Compensation" column of the Summary Compensation Table. Other than Mr. Chioini, no NEO received perquisites in excess of $10,000 during any of the last three years.

Executive Share Ownership Guidelines

        In early 2017, to further align our management's and shareholder's economic interests and discourage inappropriate or excessive risk-taking, our Board established formal share ownership guidelines that apply to our management team, including our NEOs. Under these guidelines, our Chief Executive Officer, other NEOs and any Vice Presidents will be required to maintain the following ownership levels:

        Each covered executive has the goal of meeting the guidelines by the later of the fifth anniversary of the date the guidelines became effective or the fifth anniversary of the executive's first designation as an executive subject to the guidelines. A covered executive will be deemed to be in compliance with the guidelines if the value of shares held by the executive on any date during the calendar year equals or exceeds the applicable multiple of his or her base salary. After meeting the ownership guidelines, any subsequent decreases in the market value of shares will not be considered, as long as the executive remains at the same salary and/or title level and holds at least the same number of shares as they did when they met or exceeded the guidelines.

        For purposes of these guidelines, the following securities will be counted in determining whether an executive owns the requisite number of shares: common shares purchased by the executive, shares owned jointly with or separately by a member of the executive's immediate family, shares held indirectly by entities formed for the benefit of the executive or his or her immediate family members or over which the executive has the ability to influence or direct investment decisions, outstanding shares held through the Company's equity plans (other than performance shares which have not yet vested), shares issuable upon vesting of time-vested restricted share units settleable in common shares, whether vested or unvested, and shares issuable upon exercise of vested stock options assuming a net exercise of such options.

        Each of our NEOs was in compliance with the share ownership requirements as of the record date for our Annual Meeting, due to either owning the required number of shares or having more time to do so before the target date.

Anti-Hedging and Anti-Pledging Policy

        In 2017, our Board established an anti-hedging and anti-pledging policy as part of our Principles of Corporate Governance. This policy prohibits any of our executive officers from pledging as security common shares that he or she directly or indirectly owns or from engaging in any short sale or hedging transaction. This policy does not apply to pledge arrangements entered into prior to the effective date of the policy by a current director or executive officer and in effect on the effective date. The Board is able to grant an exception to allow a stock pledge if (a) the arrangement is not a margin loan and the borrower clearly demonstrates the financial capacity to repay the loan without resort to having to sell the pledged shares, or (b) withholding taxes have become due in connection with the exercise of a stock option within 90 days of its expiration or in connection with the vesting of an equity award and the Board determines that sales by executive officers at such time would not be in the Company's or the shareholders' best interests and use of a cashless methodology involving the use of the Company's cash resources would not be in the Company's best interests.

Incentive Compensation Clawback Policy

        In 2017, our Board adopted an incentive compensation recoupment, or "clawback", policy applicable to our executive officers. Under this policy, in the event of a material restatement of our consolidated financial statements due to material noncompliance with any financial reporting requirement, our Board or our Committee shall, to the extent permitted by law and not impracticable, recoup compensation that is "erroneously awarded" during the three completed years prior to the date on which the Company determines that its financial statements contain a material error or the date on which the Company is ordered by a court or regulatory body to restate its financial statements. Erroneously awarded compensation is the amount of incentive-based compensation received by the executives that exceeds the amount of such compensation that would have been received had it been determined based on the accounting restatement, without regard to taxes paid. The amount of erroneously awarded incentive compensation based on stock price or total shareholder return will be based on a reasonable estimate of the effect of the restatement on the stock price.

Employment Agreements and Change In Control Arrangements

        On March 7,September 2018, the Company upon approval byappointed Stuart Paul as the Board and as part of the Letter Agreement entered into with Richmond Brothers, Inc. and David S. Richmond on March 7, 2018 (the "Letter Agreement"), entered into an employment agreement with Robert L. Chioini, the Company's founder, President and Chief Executive Officer, (the "Chioini Agreement") and Thomas E. Klema,filling the Company's Vice President,role left vacant with Mr. Chioini's removal. In November 2018, the Company appointed Angus Smith as Chief Financial Officer, Treasurer and Secretary (the "Klema Agreement", togetheroccupying the role left vacant with the Chioini Agreement, the "Employment Agreements"). Mr. Chioini and Mr. Klema negotiated their Employment Agreements with the Company as part of the Letter Agreement. Under the Chioini Agreement, Mr. Chioini's initial base salary is $898,439 (same as was in effect at the time of his Agreement). Under the Klema Agreement, Mr. Klema's initial base salary is $442,007 (same as was in effect at the time of his Agreement). The following are the key terms of the Employment Agreements (the defined terms in the description below have the meaning ascribed in the Employment Agreements):

        Compensation.    In addition to initial base salary, eachremoval of Mr. Chioini and Mr. Klema also will be eligible for year-end bonuses, paid in either cash or equity, or both (each an "Annual Bonus"), with a target of up to 100% of base salary (the "Target Bonus"), as may be awarded, if at all, pursuant to any annual executive bonus plan and related corporate goals approved solely at the discretion of the Board. In addition, each of Mr. Chioini and Mr. Klema will be eligible for annual long-term incentive grants, which may be paid in cash or equity, or both, as may be awarded, if at all, at the sole discretion of the Board. Any long-term incentive grants will be governed by our Company's then-applicable long-term incentive plan and any long-term incentive grant agreements under the then applicable long-term incentive plan by which they are issued. Each Employment Agreement is effective for an initial term of 24 months (which may be renewed for successive 12-month periods) or until terminated and includes a 12-month post-employment non-competition agreement, and a separate agreement providing for non-competition and non-solicitation, as well as obligations of confidentiality and the assignment to the Company of all intellectual property.

        Termination of Employment.    Upon termination of such executive's employment by the Company without Cause or by executive for Good Reason (in each case as defined in the Employment Agreements), in addition to any benefits that may become due under any of the Company's vested plans or other policy, such executive will be entitled to the following benefits, on the condition that he enters into a separation agreement containing a plenary release of claims in a form acceptable to the Company, and the release has become final: (i) a severance amount equal to the sum of such executive's base salary then in effect (determined without regard to any reduction constituting Good Reason), payable in equal installments from the date of termination to the date that is 12 months after the date of termination; (ii) immediate and full vesting of currently existing stock options which will otherwise fully vest on October 2, 2018 and the right to continue to exercise all vested stock options to acquire Company stock and all other vested equity awards held by executive as of the date of termination for two years after the date of termination, subject to their ultimate expiration; and (iii) continued eligibility for performance-based vesting of their 2017 Performance-Based Restricted Stock Award (as defined in the Employment Agreements) for two years after the date of termination. In addition, for up to 18 months after termination, if such executive elects to continue medical benefits through the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Company will continue to pay the Company's costs of such benefits as in effect on the date of termination and as such benefits are provided to active employees. If COBRA coverage is unavailable at any time, the Company will reimburse such executive an amount which, after taxes, is sufficient to purchase medical and dental coverage substantially equivalent to that which executive and his dependents were receiving immediately prior to the date of termination and that is available to comparable active employees, reduced by the amount that would be paid by comparable active employees for such coverage under

the Company's plans, and provided further, that the Company's obligation to provide benefits will cease or be reduced to the extent that a subsequent employer provides substantially similar coverages.

        Termination of Employment Following Change of Control.    Upon termination in connection with a Change of Control, in addition to any benefits that are due to such executive under any Company plans or other policies, he will be entitled to: (i) a prorated bonus equal to a percentage of his Target Bonus (as defined in the Employment Agreements) based upon the number of days executive was employed in the year of termination, payable in a lump sum within 10 days after the date of termination; (ii) a severance amount equal to 1.5 times the sum of executive's base salary then in effect (determined without regard to any reduction constituting Good Reason) plus 50% of his Target Bonus amount, payable in a lump sum within 10 days after the date of termination except in certain circumstances; (iii) acceleration and full vesting of all of his outstanding shares of restricted stock and all options to acquire Company stock, with any restrictions under restricted stock agreements being lifted and all stock options continuing to be exercisable for the remainder of their stated terms; and (iv) COBRA continuation of benefits, as described above under termination without Cause or by executive for Good Reason, for a period of 18 months after termination of employment. If any payments to the executive in connection with a Change of Control are subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax, the foregoing payment will be automatically reduced to the extent and in the manner provided in the Employment Agreements.

        Continued Employment Following Change of Control.    Upon a Change of Control and assuming that such executive remains employed as the titles given to the respective executives in each of their Employment Agreements, (i) the term of the Employment Agreements will be automatically extended for 18 months from the date of the Change of Control; and (ii) during the remaining term of the Employment Agreements (as extended), and provided that the executive is employed on the last day of a fiscal year ending in that term, the executive will be entitled to an Annual Bonus (as defined in the Employment Agreements) at least equal to his Target Bonus, payable no later than March 15 in the next succeeding fiscal year. Notwithstanding any provision to the contrary in any of the Company's long-term incentive plans or in any stock option or restricted stock agreement between the Company and such executive, all vested and unvested shares of restricted stock and all vested and unvested options to acquire Company stock and/or restricted stock will be assumed by the successor entity; and, if the Company is not the successor entity, such executive will be entitled to receive in exchange therefor the economic equivalent, as provided in the Employment Agreements.

Deductibility of Executive Compensation

        Section 162(m) of the Code generally limits our corporate tax deduction to $1 million per year for compensation paid to certain covered employees, including certain of our NEOs. For 2017 and prior years, however, compensation that met certain requirements to qualify as performance-based compensation under Section 162(m) was fully deductible. As such, we structured a significant portion of our NEOs' compensation in 2017 to meet such performance-based exemption to reduce the impact of the $1 million deduction limit. Nevertheless, because we believe that many factors other than tax deductibility influence a well-rounded compensation program, our Committee reserved the right to award compensation to our NEOs in excess of $1 million that did not qualify as performance-based compensation if it believed such compensation was necessary to continue to provide competitive arrangements intended to attract and retain, and provide appropriate incentives to our NEOs.Klema.

        As a result of these changes, to Section 162(m) made by the Tax Cuts and Jobs Act, starting with our 2018 year, only performance-based compensation that is paid pursuant to a binding contract in effect on November 2, 2017, will be exempt from the $1 million deduction limit. Accordingly, any compensation that we pay in the future to our NEOs due to new compensation arrangements entered into after November 2, 2017, even if performance-based, will count towards the $1 million deduction limit. Because our Committee considers many different factors other than tax deductibility when setting

pay levels for our NEOs (such as the competitiveness of our compensation programs) and as a resultactions of the changes madeCompensation Committee in 2018 were focused on providing appropriate incentives and market-based compensation adjustments for existing employees, as well as setting competitive, market-based compensation packages for Messrs. Paul and Smith as an inducement for them to Section 162(m)join the Company and oversee the transition of a new leadership team. The following table sets forth the total compensation paid to or earned by the Tax CutsMessrs. Paul, Smith and Jobs Act, a portionChioini and Dr. Gupta (the "NEOs") during each of the compensation that we pay to our NEOs in the future may not be deductible.

Compensation Committee Interlocks and Insider Participation

        During 2017, the members of our Committee were Mr. Boyd (Chairman), Mr. Bagley, Mr. Holt and Dr. Smith. Effective June 1, 2017, Mr. Holt's term as a director of our Company expired. Effective March 12, 2018, our Committee is comprised of Mr. Ravich (Chairman), Ms. Colleran and Mr. Wolin. During 2017, no member of the Committee had a relationship with us that required disclosure under Item 404 of Regulation S-K. During 2017, none of our executive officerslast two years, or such shorter period during which they served as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or morenamed executive officers who served as members of our Board or Committee. None of the members of our Committee is an officer or employee of our Company, nor have they ever been an officer or employee of our Company.officer.

Compensation Committee Report

        Our Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this proxy statement with management. Based on our Committee's review of, and the discussions with management with respect to, the Compensation Discussion and Analysis, our Committee has recommended to our Board that the Compensation Discussion and Analysis be included in this proxy statement, and in the Company's Annual Report on Form 10-K for the year ended December 31, 2017.

        By the Compensation Committee:

Mark Ravich (Chairman)
Lisa N. Colleran
Benjamin Wolin

Summary Compensation Table

        The following table sets forth the total compensation paid to or earned by our NEOs during each of the last three years:

Summary Compensation Table

Employment Agreements

Employment Agreement with Stuart Paul

        On July 31, 2018, the Company under its lease car programentered into an employment agreement with Mr. Paul (the "Paul Agreement"). The Paul Agreement provides that he will serve as an at-will employee and he is entitled to an annualized base salary of $0, $19,976$600,000, a year-end performance bonus with a target bonus of 60% of his base salary (commencing 2019 and $18,439to be paid in cash or stock), and premiums foran annual long-term disability insuranceincentive grants in cash or equity. In addition, the Paul Agreement provided Mr. Paul a sign-on bonus of $3,439, $3,783 and $4,127 in 2017, 2016 and 2015, respectively. The incremental cost$100,000 (Mr. Paul is required to repay a pro-rated portion of his sign-on bonus if the Company terminates his employment for Cause or if he resigns without Good Reason within 12 months of perquisites providedthe Commencement Date), eligibility to receive a 2018 performance bonus in a target amount of $200,000 (the 2018 performance bonus could be no less than $100,000) and the other NEOs did not exceed $10,000right to acquire a total of up to 2,070,000 shares of Company common stock, compromised of time-based and therefore, has been excluded pursuant to applicable SEC rules.

Grants of Plan-Based Awards In 2017

        Our NEOs received equity-based awards during 2017. In aggregate, our NEOs received 382,000performance-based options and time-based and performance-based restricted stock units (the "Inducement Awards"). The Inducement Awards were issued outside of the Company's shareholder-approved 2018 Long-Term Incentive Plan, in accordance with Nasdaq Listing Rule 5635(c)(4). For discussion regarding certain payment triggered upon a termination of employment, see "Payments Upon Termination or Change in Control."

Employment Agreement with Angus Smith

        On October 26, 2018, the Company entered into an employment agreement with Angus Smith, pursuant to which he will serve as the Company's Chief Financial Officer (the "Smith Agreement"). The Smith Agreement provides that he will serve as an at-will employee and he is entitled to an annualized base salary of $400,000, a year-end performance bonus with a target bonus of 50% of his base salary (commencing 2019 and to be paid in cash or stock), and an annual long-term incentive grants allin cash or equity. In addition, the Smith Agreement provided Mr. Smith with a sign-on bonus of $125,000 (Mr. Smith is required to repay a pro-rated portion of his sign-on bonus if the Company terminates his employment for Cause or if Mr. Smith resigns without Good Reason within 12 months of the Commencement Date) and an initial equity grant on his commencement of employment representing the right to acquire a total of up to 500,000 shares of Company common stock, compromised of time-based and performance-based options and time-based and performance-based restricted stock units. For discussion regarding certain payment triggered upon a termination of employment, see "Payments Upon Termination or Change in Control."

Employment Agreement with Dr. Ajay Gupta

        On October 7, 2018, the Company entered into an employment agreement with Dr. Gupta, pursuant to which he will continue to serve as the Company's Senior Vice President and Chief Scientific Officer (the "Gupta Agreement"). The Gupta Agreement provides for a term of 36 months, ending on October 8, 2021 (subject to certain termination provisions), after which Dr. Gupta shall continue to be employed as an at-will employee.

        Dr. Gupta will receive an annualized base salary of $510,000 and will be eligible to earn year-end performance bonuses (to be paid in either cash or equity or both) with a target bonus of 50% of his base salary. Dr. Gupta shall be eligible for annual long-term incentive grants in cash or equity or both and received a grant of 100,000 restricted stock units in connection with the Gupta Agreement, which shall vest in full on the first anniversary of the date of the Gupta Agreement, subject to Dr. Gupta's continued employment through that time (and subject to the 2017 Grant Performance Vesting Criteria.acceleration terms set forth therein). For discussion regarding certain payment triggered upon a termination of employment, see "Payments Upon Termination or Change in Control."

Outstanding Equity Awards At 20172018 Year-End

        The following table shows certain information regarding outstanding equity awards at December 31, 20172018 for our NEOs:

Outstanding Equity Awards at 20172018 Year-End

Option Exercises        Other Compensation.    The Company offers a 401(k) plan for individual retirement savings opportunities available to all of our salaried employees on a non-discriminatory basis. The plan is non-contributory by the Company and Stock Vested During 2017we have no other pension or retirement plan or deferred compensation arrangement for our NEOs.

Executive Share Ownership Guidelines

        TheIn early 2017, to further align our management's and shareholder's economic interests and discourage inappropriate or excessive risk-taking, our Board established formal share ownership guidelines that apply to our management team, including our NEOs. Under these guidelines, our Chief Executive Officer, other NEOs and any Vice Presidents will be required to maintain the following options were exercised and restricted stock awards held by our NEOs vested during 2017:

Option Exercises and Stock Vested for 2017
ownership levels:

        Each covered executive has the stock price ongoal of meeting the NASDAQ Stock Market on the exercise or transfer date minus the option exercise price multipliedguidelines by the later of the fifth anniversary of the date the guidelines became effective or the fifth anniversary of the executive's first designation as an executive subject to the guidelines. A covered executive will be deemed to be in compliance with the guidelines if the value of shares held by the executive on any date during the calendar year equals or exceeds the applicable multiple of his or her base salary. After meeting the ownership guidelines, any subsequent decreases in the market value of shares will not be considered, as long as the executive remains at the same salary and/or title level and holds at least the same number of shares acquiredas they did when they met or exceeded the guidelines.

        For purposes of these guidelines, the following securities will be counted in determining whether an executive owns the requisite number of shares: common shares purchased by the executive, shares owned jointly with or separately by a member of the executive's immediate family, shares held indirectly by entities formed for the benefit of the executive or his or her immediate family members or over which the executive has the ability to influence or direct investment decisions, outstanding shares held through the Company's equity plans (other than performance shares which have not yet vested), shares issuable upon vesting of time-vested restricted share units settleable in common shares, whether vested or unvested, and shares issuable upon exercise of vested stock options assuming a net exercise of such options.

        Each of our NEOs was in compliance with the share ownership requirements as of the record date for our Annual Meeting, due to having more time to do so before the target date.

Anti-Hedging and Anti-Pledging Policy

        In 2017, our Board established an anti-hedging and anti-pledging policy as part of our Principles of Corporate Governance. This policy prohibits any of our executive officers from pledging as security common shares that he or she directly or indirectly owns or from engaging in any short sale or hedging transaction. This policy does not apply to pledge arrangements entered into prior to the effective date of the policy by a current director or executive officer and in effect on the effective date. The Board is able to grant an exception to allow a stock pledge if (a) the arrangement is not a margin loan and the borrower clearly demonstrates the financial capacity to repay the loan without resort to having to sell the pledged shares, or (b) withholding taxes have become due in connection with the exercise of a stock option within 90 days of its expiration or in connection with the casevesting of an equity award and the Board determines that sales by executive officers at such time would not be in the Company's or the shareholders' best interests and use of a transfer,cashless methodology involving the use of the Company's cash resources would not be in the Company's best interests.

Incentive Compensation Clawback Policy

        In 2017, our Board adopted an incentive compensation recoupment, or "clawback," policy applicable to our executive officers. Under this policy, in the event of a material restatement of our consolidated financial statements due to material noncompliance with any financial reporting

requirement, our Board or our Committee shall, to the extent permitted by law and not impracticable, recoup compensation that couldis "erroneously awarded" during the three completed years prior to the date on which the Company determines that its financial statements contain a material error or the date on which the Company is ordered by a court or regulatory body to restate its financial statements. Erroneously awarded compensation is the amount of incentive-based compensation received by the executives that exceeds the amount of such compensation that would have been received had it been determined based on the accounting restatement, without regard to taxes paid. The amount of erroneously awarded incentive compensation based on stock price or total shareholder return will be acquiredbased on exercise.

Payments Upon Termination or Change in Control

        Under the Paul Agreement, upon a termination of Mr. Paul's employment by the Company for Cause or by Mr. Paul without Good Reason (each as defined therein), Mr. Paul will be entitled to receive (i) his base salary then in effect plus 100% of the target bonus payable for such one-year period, (ii) a pro-rated annual bonus for the year in which Mr. Paul was terminated, (iii) COBRA coverage for one year, and (iv) the continued vesting for one year of that portion of the Inducement Awards that has time-based vesting conditions (but not those awards with performance-based vesting conditions). Additionally, all vested stock options shall continue to be exercisable for one year following the date of termination or until such options expire, in each case subject to Mr. Paul's execution of a separation agreement and compliance with the Paul Agreement. Mr. Paul will also be eligible to receive certain benefits following a Change of Control and following termination by the Company other than for Cause or by Mr. Paul for Good Reason or upon death in connection with a Change of Control discussed below.

        During his employment and for one year following his termination, Mr. Paul is subject to certain non-competition and non-solicitation provisions set forth in the Paul Agreement. In connection with the Employment Agreement, Mr. Paul also entered into the Company's form of Employee Confidentiality, Assignment of Inventions, Non-Interference and Non-Competition Agreement.

        Under the Smith Agreement, upon a termination of Mr. Smith's employment by the Company for Cause or by Mr. Smith without Good Reason (each as defined therein), Mr. Smith will be entitled to receive: (i) his base salary then in effect plus 100% of the target bonus payable for such one-year period, and (ii) COBRA coverage for one year. Mr. Smith will also be eligible to receive certain benefits following a Change of Control discussed below.

        In connection with the Employment Agreement, Mr. Smith also entered into the Company's form of Employee Confidentiality, Assignment of Inventions, Non-Interference and Non-Competition Agreement.

        Under the Gupta Agreement, upon a termination of Dr. Gupta's employment by the Company for Cause or by Dr. Gupta without Good Reason (each as defined therein), Dr. Gupta will be entitled to receive: (i) his Base Salary then in effect from the Date of Termination through September 7, 2021, and (ii) COBRA coverage for eighteen months.

        Additionally, all stock options held by Dr. Gupta shall immediately vest upon the date of termination, all vested stock options shall continue to be exercisable for two years following the date of termination (or until such options expire, if sooner), and the performance-based restricted stock award granted in 2017 shall continue to be eligible to vest for two years following the date of termination or until such award expires, in each case subject to Dr. Gupta's execution of a separation agreement and compliance with the Gupta Agreement. Dr. Gupta will also be eligible to receive certain benefits following a Change of Control discussed below.

        In connection with the Employment Agreement, Dr. Gupta also entered into the Company's form of Employee Confidentiality, Assignment of Inventions, Non-Interference and Non-Competition Agreement.

Payments to our Chief Executive Officer and our Chief Financial OfficerMr. Chioini in the context of theirhis termination or a change in control of ourand his claims asserted against the Company are governed by their respective Employment Agreement. For information regarding our obligations for paymentsnot reported as compensation in the Summary Compensation Table (see "Related Party Transactions—Settlement Agreement" above).

        In addition to our Chief Executive Officer and our Chief Financial Officer, please see "Employment Agreements and Change In Control Arrangements" above.

        None of our other NEOs has an employment contract orthe severance agreement in place that provides for special benefits upon retirement, resignation, or any other termination of employment. The only benefits that such otherdiscussed above, the NEOs would receive certain benefits upon termination of employment that are those provided to all salaried employees on a nondiscriminatory basis—accrued salary, unused vacation and 401(k) plan distributions—and accelerated vesting of options granted pursuant to our 2007 Long Term Incentive Plan, or 2007 LTIP, if the NEO's termination is due to death or permanent disability.

        In the event of a change in control, all unvested options granted pursuant to the 2007 LTIP become fully exercisable and all restricted stock awards will be deemed fully vested. We do not provide any additional benefits to our executives inIn the event of a change in control. A "change in control" is generally defined inof control, all unvested awards under the 20072018 Long Term Incentive Plan, or the 2018 LTIP, as any of the following events:

•

If the Company consolidates with or merges into any other corporation or other entity and isdo not the continuing or surviving entity of such consolidation or merger;



•

If the Company permits any other corporation or other entity to consolidate with or merge into the Company and the Company is the continuing or surviving entity but, in connection with such consolidation or merger, the common shares are changed into or exchanged for stock or other securities of any other corporation or other entity or cash or any other assets;



•

If the Company dissolves or liquidates;

•

If the Company effectsaccelerate automatically. However, if a share exchange, capital reorganization or reclassification in such a way that holders of common shares shall be entitled to receive stock, securities, cash or other assets with respect to or in exchange for the common shares;



•

If any one person, or more than one person acting as a group, acquires ownership of common shares possessing 35% or more of the total voting power of the common shares;



•

If a majority of members on the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or



•

If there is a change in the ownership of a substantial portion of the Company's assets, which shall occur on the date that any one person, or more than one person acting as a group acquires assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.

        The table below shows the value of the unvested equity awards that would have become vested for each NEO uponparticipant's employment terminates after a change in control or if the options that would become exercisable uponsurviving corporation does not assume our unvested awards, then the NEO's death or disability, assuming the relevant event took place on December 31, 2016. Such values are based on the closing price of our stock on December 29, 2017, the last trading day of the year ($5.82 per share). Specifically, the value of restricted stock is calculated by multiplying such closing price by the numbervesting of unvested shares held by the NEO at year end,awards will accelerate and the value of options is calculated by multiplying the spread between the closing market price on December 29, 2017 and the exercise price times the number of shares with respect to which the options would have become exercisable.

Potential Benefits and Payments Upon Death, Disability or Change-of-Control as of 2017 Year-End

CEO Pay Ratio Disclosure

        Following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all of our employees (except for the CEO). We identified the median employee by first determining the 2017 total wages for each employee (except for our CEO), who were employed by us on December 31, 2017. Based on this compensation measure, we then identified the median employee from among our entire employee population. After identifying the median employee, we calculated annual total

compensation for such employee using the same methodology we use for our NEOs as set forth in the Summary Compensation Table in this proxy statement.

        Mr. Chioni had 2017 annual total compensation of $2,302,139, as reflected in the Summary Compensation Table included in this proxy statement. The 2017 annual total compensation of our median employee (other than the CEO) was $29,120. The median employee's total compensation includes base wages, overtime earnings and annual incentive compensation. Based on the foregoing, our estimate of the 2017 ratio of the annual total compensation of our CEO to the median annual total compensation of all our employees (other than the CEO) was 79 to 1.

        Because the SEC rules for identifying the median of the annual total compensation of our employees and calculating the pay ratio based onbe considered fully vested, provided that employee's annual total compensation allow companies to adopt a variety of methodologies, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio for our Company, as other companies have different employee populations and compensation practices and may utilize different methodologies, estimates and assumptions in calculating their pay ratio.

Changes To Our Compensation Program For 2018

Key Elements of Executive Compensation for 2018

        Our Committee considered the 2017 advisory shareholder vote on the compensation of our executive officers and engaged our independent compensation consultant, Cannae HR Solutions, to provide a compensation analysis using a peer group of 24 specialty pharmaceutical companies similar to Rockwell. As part of the peer analysis, Cannae HR Solutions also reviewed Rockwell's previous equity grants to our NEOs. As the Committee consists of newly appointed independent directors, the Committeeperformance awards will be continuing its review of changes to executive compensation practices so as to encompass best practices and align with shareholder interests. Below are the changes the Committee and the Board approved regarding executive compensation for 2018.

        In March 2018, the Committee requested its independent compensation consultant to re-evaluate the Company's appropriate peer group. As a result, Cannae HR Solutions provided the Committee with its review of peer-based executive compensation, including a comparison of salary, bonus and other forms of compensation as well as stock-based compensation compared to a peer group consisting of 24 publicly-traded companies. The peer group companies were identified as being comparable to our Company in size, stage of development, and operation and that are in the life science industry and specifically the specialty pharmaceutical business with a market capitalization between $174 million and $887 million. With guidance from the Committee's consultant, the Committee evaluated our equity compensation practices in relation to our similarly situated 24 companies in our peer group. For the Committee's 2018 compensation review, the 24 companies in our peer group for purposes of NEO benchmarking are:

        Based on this updated data and analysis, our Committee established new parameters around our annual NEO equity compensation awards that we intend to apply to future grants in 2018 and beyond.

        Salaries.    Mr. Chioini's and Mr. Klema's salaries in 2018 are frozen at their 2017 levels in accordance with their applicable Employment Agreements. Mr. Chioini and Mr. Klema negotiated their Employment Agreements with the Company as part of the Letter Agreement approved by the Board. Please see "Compensation Discussion and Analysis—Employment Agreements and Change In Control Arrangements" above. Our remaining NEOs' base salaries in 2018 are frozen at their 2017 levels in recognition of the challenges facing our business. Our NEOs' base salary levels have generally been designed to provide fixed annual cash compensation that is competitive with base salary levels provided to executives of similar position, responsibility, experience, qualifications, and performance,only vest either to the extent such comparable positions exist. Additionally, the Committee believes that our NEOs' base salary levels allow usperformance is met or assuming target performance, but pro-rated to recruit and retainreflect only the best qualified executives in a very competitive market for talent in the biotechnology and pharmaceutical industries. Our NEOs' base salaries are reviewed annually as part of our annual review process in lightportion of the NEOs individual performance and our Company's performance during the prior year, as well as the then current competitive conditions. The Committee believesperiod that ithas lapsed, whichever is appropriate during most years to provide an upward adjustment to NEO salaries if the NEO's performance warrants such adjustment, our financial condition permits, and/or in order to adhere to our executive compensation philosophy of maintaining base salary levels near the 50th percentile as compared to our peers.

        Bonuses.    Our Committee intends to implement a number of changes to our annual short term incentive or bonus program beginning in 2018. Under our new annual program, our annual incentive cash bonus program, management will be asked to provide proposed 2018 corporate performance goals to be reviewed and approved by the Committee and the Board. We expect, through discussions with management, the Committee and the Board will establish performance-based short term incentive targets that are consistent with our peer group analysis and best practices in compensation design. In reviewing and approving the goals to be met for 2018, the Committee and the Board will apply a weighting system using corporate financial targets, as well as operating and performance goals for each NEO to be applied to each goal. The weights given to each corporate goal will be determined based upon our Company's relative strategic, financial and operating priorities for 2018. Wherever possible, the Committee will develop objective, quantitative measures of performance for evaluation of the Company's achievement of the aforementioned performance goals.

        Equity Compensation.    We have generally provided appropriate long term compensation through equity-based compensation awards intended to align shareholder and management economic interests and to motivate management to increase shareholder value. We intend to do so again in 2018 and future years if our shareholders approve a new 2018 Long Term Incentive Plan as described below under the heading "PROPOSAL 3—APPROVAL OF THE ROCKWELL MEDICAL, INC. 2018 LONG TERM INCENTIVE PLAN." Grants of equity awards for our NEOs in 2018 will be based upon the recently developed peer group of 24 companies while taking into account the existing equity holdings of our NEOs. The Committee intends to recommend long term incentive compensation that is aligned with shareholder interests and that is consistent with the peer group analysis performed by the Committee's independent compensation consultant. Under the terms of the new 2018 Long Term Incentive Plan, our Chief Executive Officer as of April 13, 2018, will not be eligible to receive awards until immediately after our 2019 Annual Meeting as our Committee believes he has received grants on average which are in excess of his peer group over the past five years.

Compensation Consultant Independence

        In connection with its engagement of Cannae HR Solutions, our Committee considered Cannae HR Solutions' independence from management under the standards required by the Nasdaq listing rules. Cannae HR Solutions was directly accountable to our Committee, and had no business or personal relationship with the Company or any of our executive officers or directors. We paid Cannae HR Solutions $25,750 for their services in 2017. Accordingly, our Committee concluded that the engagement of Cannae HR Solutions did not raise any conflict of interest.greater.

RISK ASSESSMENT OF OUR COMPENSATION POLICIES AND PRACTICES

        Each year, our Committee conducts a review of our executive compensation policies and practices to assess whether any risks arising from such policies and practices are reasonably likely to materially adversely affect our Company. We believe that we have designed a balanced approach to our executive compensation programs that rewards both our NEOs and our other key employees for achieving our annual and longer-term strategic objectives and financial and business performance goals that we believe will help us achieve sustained growth and success over the long-term. We believe that our Committee has structured our total executive compensation to ensure that there is a focus on incentivizing and rewarding both near-term financial performance and sustained long-term shareholder appreciation. While it is possible that the pursuit of our strategic objectives and our annual financial performance targets that determine our incentive compensation may lead to employee behavior that may increase certain risks to our Company, we believe that we have designed our executive compensation program to help mitigate against such concerns and to help ensure that our executive compensation practices and decisions are consistent with our strategic business plan and our enterprise risk profile.

        During its review, our Committee took the following actions:

•

Identified our material compensation arrangements and categorized them according to the levels of potential risk-taking behaviors that our Committee believed they may encourage.



•

Met with our Chief Executive Officer and Chief Financial Officer to develop a better understanding of our enterprise risk profile and our material enterprise risks, including reputational risk and those described under Part I, Item 1A, "Risk Factors," in our 2017 Annual Report on Form 10-K, that we face and the relationship of our executive compensation policies and practices to those identified enterprise-related risks.



•

Evaluated the levels of potential risk-taking that may be encouraged by each material compensation arrangement to determine whether was is appropriate in the context of our overall compensation arrangements, our objectives for our compensation arrangements, our strategic goals and objectives and our enterprise risk profile.



•

Identified and evaluated the likely effectiveness of the risk-mitigation attributes contained in our executive compensation policies and practices, as set forth below.

        As part of its review of our executive compensation policies and practices, our Committee identified the following attributes that it believes help to mitigate against the potential for excessive or unnecessary risks to be realized by our Company as a result of our executive compensation policies and practices:

•

We believe that we have set base salaries at a sufficient level to discourage excessive or unnecessary risk taking. We believe that base salary, as a non-variable element of compensation, helps to moderate the incentives to incur risk in the pursuit of increased financial performance metrics that are directly tied to the payment of variable elements of compensation.



•

Our 2017 - 2018 incentive executive compensation programs capped the amount of cash bonus opportunity.



•

We have implemented stock ownership guidelines for all of our executive officers, which we believe help to focus them on long-term stock price appreciation and sustainability.



•

We have adopted an incentive compensation "clawback" policy as an additional risk mitigation provision. Under this policy, in the event of a material restatement of our consolidated financial statements due to material noncompliance with any financial reporting requirement, our Board or our Committee shall, to the extent permitted by law and not impracticable, recoup

compensation that is "erroneously awarded" during the three completed years prior to the date on which our Company determines that its financial statements contain a material error or the date on which our Company is ordered by a court or regulatory body to restate its financial statements. Erroneously awarded compensation is the amount of incentive-based compensation received that exceeds the amount of such compensation that would have been received had it been determined based on the accounting restatement, without regard to taxes paid. The amount of erroneously awarded incentive compensation based on stock price or total shareholder return will be based on a reasonable estimate of the effect of the restatement on the stock price.

        As a result of our Committee's review, our Committee did not believe that our executive compensation policies and practices encourage excessive or unnecessary risk-taking in light of our strategic plan, business objectives and our enterprise risk profile. Accordingly, our Committee did not implement any material changes in response to this review.

DIRECTOR COMPENSATION

2017 Director Compensation

        In 2017, the Committee continued with the Company's established 2016 policy for director compensation, which included cash and equity compensation. For 2017, director compensation included a cash component of $60,000 per year and an equity component of $90,000 in value. For the equity component, an equivalent value in equity grants were intended to be granted under the 2007 Long Term Incentive Plan, and under the then proposed 2017 Long Term Incentive Plan, conditioned upon shareholder approval at the Company's 2017 annual meeting of shareholders. Because there were insufficient shares available to be granted under the 2007 Long Term Incentive Plan and the then proposed 2017 Long Term Incentive Plan was not approved by our shareholders at our 2017 annual meeting of shareholders, there was an insufficient number of shares available to compensate directors under the equity component of their annual retainer. As a result, on March 21, 2017, Dr. Smith, Mr. Patrick J. Bagley and Mr. Ronald D. Boyd were each granted 9,800 performance based restricted shares based on a closing market price of $5.70 per share (with a valuation of $55,860), all subject to the 2017 Grant Performance Vesting Criteria. In lieu of additional equity, Dr. Smith. Mr. Bagley and Mr. Boyd received a cash payment of $34,140 and Mr. Ravich received a pro-rated cash retainer fee of $35,000 having been elected in June, 2017 and also received a pro-rated cash payment of $52,500 in lieu of an equity award. Mr. John G. Cooper was appointed to the Board in September, 2017 and received a pro-rated retainer of $20,000 for his service during 2017. Mr. Cooper also received performance based stock appreciation rights totaling 23,000 shares with an exercise price of $6.45 as an inducement grant, which was equal to the annualized targeted equity compensation for directors of $90,000.

        The following table sets forth certain information relating to the compensation for our directors for the last year:

2017 Director Compensation

2018 Director Compensation

        In 2018, the Committee decided that it needed to perform a review of its non-employee director compensation program in order to ensure the compensation was competitive in order to attract pharmaceutical industry experienced directors to our Board. The Committee engaged Cannae HR Solutions to review our existing compensation program for directors. Cannae HR Solutions recommended certain modifications to our non-employee compensation structure and amounts following a review of standard practices for director compensation and benchmarking analysis of the following 17 peer group companies. The following 17 companies listed below in our peer group are the same as the peer group used for the NEOs, except that the peer group used for director compensation did not include NEO peer group companies with market capitalizations in excess of $500 million and

AcelRx Pharmaceuticals Inc., Cempra, Inc. and Savara Inc. were not included in the NEO peer group of companies:

        As a result, the Committee modified our non-employee director compensation program in order2018 to attract and retain pharmaceutical industry experienced directors. Also, the Committee recommended changes to compensation in view of the fact the Board had decided to separate the Chairman of the Board and Chief Executive Officer roles and functions. Based upon the recommendation of Cannae HR Solutions, the Committee recommended, and the Board approved, effective in 2018 the following director compensation changes: (1) increase in the director annual retainer from $150,000 to $175,000 per year, consisting of $60,000 in cash and $115,000 payable in stock options; (2) the Chairman of the Board would be paid an annual retainer of $50,000 payable in stock options; (3) directors serving as Chairpersons of a committee would be paid an annual retainer of $20,000, $15,000 and $10,000 for service on the Audit Committee, Compensation Committee and Governance and Nominating Committee, respectively, payable in stock options; and (4) each director serving on a committee (who is not the chair) would be paid an annual retainer of $12,000, $7,500 and $5,000 for service on the Audit Committee, Compensation Committee and Governance and Nominating Committee, respectively, payable in stock options. No fees are to be paid for attendance at any Board or committee meetings, but the independent directors will be reimbursed for their expenses incurred in attending such meetings. Directors who are employed by the Company do not receive separate compensation for their service as a director.

        As Although the Board constituted a resultScience Committee in 2018, members of the new non-employee directorScience Committee did not receive additional compensation program, no independent director received an increase in the cash component of their compensation. Underpast year for service on this committee.

        Following the new program, only the equity-based portionremoval of the Company's then Chief Executive Officer and Chief Financial Officer in May 2018, independent directors Lisa Colleran, John Cooper and Benjamin Wolin were appointed to a special committee of the Board, which committee was delegated the responsibility to provide Board-level oversight of management on a more frequent basis until the appointment of a new Chief Executive Officer and Chief Financial Officer in the third and fourth quarters of 2018, as well as to provide Board-level oversight over the Company's legal matters during this time. This oversight through the committee (and subsequently on an individual basis) occurred from May 2018 through December 2018. Subsequent to the appointment of this committee, the Compensation Committee of the Board recommended, and the Board approved, additional aggregate cash compensation of each independent director was increased so as$330,000 payable to more fully align the economic interestsdirectors who served on this committee in light of the substantial investment of additional oversight time required in this role during the Company's 7-month transition in 2018.

        The following table sets forth certain information relating to the compensation for our directors with thosefor the last year:

2018 Director Compensation

the right to exercise each option would extend for the 10-year life of the option. Under the terms of the new 2018 Long Term Incentive Plan, all directors, as of April 13, 2018, will not be eligible to receive any awards (except for the contingent option awards granted under the plan to directors on March 19, 2018) until immediately after our 2019 Annual Meeting.

Director Share Ownership Guidelines

        We have stock ownership guidelines that apply to our directors. Under these stock ownership guidelines, non-employee directors must satisfy the applicable guidelines by the later of the fifth anniversary of when they joined the Board, or the fifth anniversary of when the guidelines were adopted. These stock ownership guidelines require each non-employee director to acquire and own common shares valued at 1x times their annual director compensation. Shares are counted toward the guideline in the same manner as described under "COMPENSATION OF EXECUTIVE OFFICERS—Compensation Discussion and Analysis—Executive Share Ownership Guidelines."

PROPOSAL 32
APPROVALAMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF THE ROCKWELL MEDICAL, INC. 2018 LONG TERM INCENTIVE PLANCOMPANY'S COMMON STOCK BY 50 MILLION SHARES TO 170 MILLION SHARES

IntroductionBackground

        We are asking our shareholders atOn April 11, 2019, the Annual Meeting to approve the Rockwell Medical, Inc. 2018 Long Term Incentive Plan (the "2018 Plan"). The Board approved, and recommended that shareholders approve, an amendment to the 2018 Plan on April 13, 2018, uponCompany's articles of incorporation to increase its authorized common stock from 120,000,000 shares to 170,000,000 shares.

        To increase the recommendationnumber of shares of authorized common stock, the Board proposes to amend Paragraph 1 of Article III of the Compensation CommitteeCompany's Restated Articles of our BoardIncorporation (the "Committee""Articles"). The adoption of the 2018 Plan is subject to shareholder approval at the Annual Meeting, and the 2018 Plan will not become effective if shareholder approval is not received at the Annual Meeting.read in its entirety as follows:

        Currently, we have no ability to grant equity and equity-linked incentive compensation awards and performance-based cash incentive awards under the Rockwell Medical, Inc. 2007 Long Term Incentive Plan (the "Prior Plan"), which expired on April 11, 2017."The total authorized shares:

        The 2018 Plan will enable us to grant equity and equity-linked long-term incentive compensation awards and performance-based cash incentive awards to new employees and directors as well as to our current employees and directors. Our Board believes that the effective use of equity and equity-linked long-term incentive compensation awards and performance-based cash incentive awards is vital to our ability to attract, reward, and motivate our new employees and directors. Our Board believes that this, in turn, will help us achieve our growth objectives and enhance shareholder value.

1.

Common Shares: 170,000,000
Preferred Shares: 2,000,000"

        The Board believes the current level of authorized common stock constrains the Company's ability to conduct business in a manner intended to support growth and to enhance shareholder value. The Board considers the proposed increase in the number of authorized shares of common stock desirable because it would give the Company the necessary flexibility to issue common stock for capital raising purposes, and to issue common stock upon the exercise of warrants outstanding and upon the exercise of warrants that may be granted in the future in connection with capital raising transactions or otherwise. Furthermore, an increase in the number of shares of authorized common stock gives the Company the ability to acquire other businesses in exchange for shares of common stock. The Company has no current plans or understandings with respect to the issuance of any additional shares that would be authorized by this proposal, if approved.

        The proposed amendment to the Company's Articles will ensure that the Company will continue to have an adequate number of authorized and unissued shares of common stock available for future use. As of December 31, 2018, there were 57,034,154 shares of the common stock outstanding and 14,512,749 shares of common stock reserved for issuance upon the exercise of outstanding options and warrants, as well as for future issuance under our shareholder-approved equity incentive plan. None of the Company's preferred shares are currently outstanding.

        As is the case with the shares of common stock which are currently authorized but unissued, if this proposal to amend the Company's Articles to increase the authorized number of shares of common stock is approved by the shareholders, the Board will have authority to issue additional shares of common stock from time to time without further action on the part of shareholders, except as may be required by applicable law or by the rules of any stock exchange or market on which the Company's securities may then be listed or authorized for quotation.

        Our Articles do not include any preemptive or other rights of shareholders to subscribe for any shares of common stock which may in the future be issued by the Company, which means that current shareholders do not have a prior right to purchase any new issue of common stock in order to maintain their proportionate ownership of common stock.

        Although we do not have any specific plans, arrangements or understandings for the newly authorized but unissued shares of common stock that would be available following the increase in authorized shares, we view the issuance of common stock and warrants to purchase common stock as our principal source of operating capital until such time as we may begin to generate positive cash flow from operations.

        The additional shares of common stock that we are at a critical stage. Until now,seeking authorization for may be used for such corporate purposes as the Board may determine from time to time to be necessary or desirable. These purposes may include, without limitation: issuing shares under our employee baseincentive plans, raising capital through the sale of common stock and/or warrants to purchase common stock and managerial ranksacquiring other businesses in exchange for shares of common stock.

        The authorization of the additional shares of common stock by this proposal would not have been fairly small. As we focusany immediate dilutive effect on becoming a leaderthe proportionate voting power or other rights of existing shareholders, but, to the extent that the additional authorized shares are issued in the dialysis industryfuture, it will decrease the existing shareholders' percentage equity ownership and, preparedepending on the price at which they are issued, could be dilutive to scale up our commercial efforts as well as our drug pipeline development, we need to attract, recruitexisting shareholders and expand our employee base. Management andhave a negative effect on the Board believe that adding employees is critical to ensure the successful executiontrading price of our business plan at this time.common stock.

Implementation

        Our efforts to recruit new employees, however, have been hamperedIf the amendment is approved by our lackshareholders, we must file an amendment with the Michigan Department of an activeLicensing and ongoing equity incentive plan. Equity grants are a common feature ofRegulatory Affairs in order for the compensation plans of companies with whomamendment to become effective. If we compete for human resources. Like many biopharmaceutical companies, the people we desire to hire want and value equity and equity-linked awards to reward their efforts at creating value for shareholders. The Board believes it is also important for us to use equity-based compensation to align the incentives of these new employees with those of shareholders.

        Without an active equity plan, we are also at risk of being unable to retain and motivate our existing key employees and directors. Historically, our compensation plan has been weighted towards at-risk, equity-based awards, rather than cash-based compensation. We have used equity-based compensation as a means of conserving our cash resources and as a means of aligning the interests of our management team. As our business and employee base grows, we anticipate that less of our equity grants will be directed to the existing executive officers, but such grants are nevertheless important to continue rewarding performance and aligning incentives.

        In short, the Board believes that having the ability to provide equity compensation is fundamental to our success and that adoption and implementation of the 2018 Plan is critical. Shareholderobtain shareholder approval of the 2018 Planamendment, we intend to file the amendment as soon as practicable.

        If shareholders approve this Proposal 2 together with Proposal 3 (to reincorporate the Company from the State of Michigan to the State of Delaware), the Company will allow us(A) implement this Proposal 2 first and (2) amend, prior to once again provide these critically important incentives.implementation of Proposal 3, Section 4.1 of the Delaware Certificate (as defined in Proposal 3) to reflect the shareholder-approved increase in authorized shares .

        As the Prior Plan expired on April 11, 2017, we currently have no abilityEffect of Failure to issue equity-based compensation (other than awards contingent upon shareholder approval of our 2018 Plan).Obtain Shareholder Approval

        If we do not obtain shareholder approval offor this proposal to amend our Articles to increase the 2018 Plan at the Annual Meeting, then we will lose access to an important compensation tool that is crucial to our ability to attract, motivate, reward and retain our key employees and directors. As a result, we will be forced to use significantly more of our cash resources to compensate our employees and Board and to attract new talent, diminishing the cash we have available for strategic purposes, reducing our ability to use available cash to expand our product

offerings and increasing the possibility that we will need to raise additional equity capital to replenish our cash reserves.

Background to the 2018 Plan

        Last year, our proposed 2017 Long Term Incentive Plan (the "2017 Plan") was not approved by our shareholders at our 2017 Annual Meeting. Following our 2017 Annual Meeting, our management and the Board assessed the results of the 2017 Annual Meeting, along with the reasons why our proposed 2017 Plan was not approved by shareholders. Management and the Board consulted with shareholders, executive compensation advisors and the Company's financial and legal advisors to determine how to adjust the provisions of the 2017 Plan to better align the plan with shareholders' expressed interests. In fact, since the 2017 Annual Meeting, we reached an agreement with our largest shareholder group in regards to certain parameters to be included in our 2018 Plan and, as a result, they have agreed to vote FOR the approval of the 2018 Plan.

        Through these discussions, the Board concluded that certain changes to the 2017 Plan were warranted. In particular, the 2018 Plan has the following improvements compared to the 2017 Plan:

•

Theauthorized number of shares reserved for issuance has been substantially reduced;



•

Full value awards deplete the reserved share pool more thanof our common stock options or other awards with a strike price;



•

There is a minimum vesting period of one year on all awards;



•

Dividends and dividend equivalents are prohibited on unvested awards;



•

The Committee willfrom 120,000,000 to 170,000,000, we may not have broad discretionthe ability to accelerate the vesting of any awards;



•

The acceleration of unvested awards will not be automatic upon a change in control; and



•

The Committee will use a mixture of performance-based and time-based vesting criteria for future equity awards.

        The Board believes that the 2018 Plan addresses many of the concerns expressed byraise sufficient capital to continue to operate our shareholders and incorporates the input of our independent consultants and advisors that specializebusiness or have sufficient shares authorized to effect strategic transactions in the development of equity plans. Importantly,future where the 2018 Plan provides an opportunity to award critically important equity-based incentives to new key employees and our existing employees, directors and consultants; encourage strong performance by our key employees and directors; and help us continue to align the interests of our management and directors with the interests of our shareholders.

        A copy of the 2018 Plan has been filed electronically with the SEC as Appendix C to this proxy statement. We suggest that you read the 2018 Plan in its entirety for a more complete understanding of its terms.

Key Reasons Why You Should Vote to Approve the 2018 Plan

        Our Board recommends that you approve the 2018 Plan for the following reasons:

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Recruitment.  Equity and equity-linked awards are a crucial component of our compensation program, that enable us to remain competitive within our industry and attract new talent to our Company. As such, the 2018 Plan will enable us to offer competitive compensation to attract and recruit new key employees and directors.



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Retention and Competitive Advantage.  As with recruitment, equity and equity-linked awards are a crucial component of our compensation program, that enable us to remain competitive within our industry and retain our existing employees and directors. The 2018 Plan will also enable us

to offer competitive compensation to retain, motivate and reward our existing employees and directors.

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Alignment with Shareholder Interests and Pay-for-Performance.  Equity and equity-linked awards, especially those with performance-based criteria (like the 2017 grants under the Prior Plan), serve to align the interests of our key employees with those of our shareholders, focus our key employees on driving both short- and long-term shareholder value accretion, and further link pay with performance.



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Reasonable Share Reserve.  We are seeking to reserve a number of shares for issuance pursuant to the 2018 Plan that we believe is reasonable and that we estimateconsideration would otherwise be sufficient to accommodate approximately two to three award grant cycles.



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Recruitment of Qualified Directors.  Our director compensation includes a mixture of both annual cash retainers and certain equity grants. We believe that the 2018 Plan will allow us to attract and retain talented, independent directors to help guide and lead us.

Key Features of the 2018 Plancapital stock.

New Provisions of 2018 Plan:

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Limited Share Reserve and No Evergreen Provision.  Compared to the 5 million shares requested in our 2017 Plan, the number of shares reserved for issuance under the 2018 Plan is 3.3 million. Further, future increases to the 2018 Plan reserve can only be approved by a vote of the majority of our shareholders. Therefore, the 2018 Plan does not include an automatic share replenishment provision (also known as an "evergreen" provision). Based on our 51,768,424 shares outstanding as of January 1, 2018, this share reserve is less than six percent (6%) of our outstanding shares after taking into account the issuance of the reserved shares.



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Fungability Ratio.  Each grant of an award other than a stock option or a stock appreciation right (i.e., shares of restricted stock or performance shares), will deplete the 2018 Plan's share reserve by 1.32 shares. Restricted shares, restricted share units and performance based share awards will reduce the 2018 Plan share reserve at a rate of 1.32 shares. For example, if 100,000 restricted shares were awarded, such grant would reduce the 2018 Plan share reserve for future issuances by 132,000 shares.



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No Broad Discretion to Accelerate Awards.  The Committee no longer has broad discretion to accelerate awards.



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One-Year Minimum Vesting Period.  Generally, all awards are subject to a one-year minimum vesting period.



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No Dividend or Dividend Equivalent Payments on Unvested Awards.  No dividends or dividend equivalents may be paid on any unvested awards.



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No Automatic Change in Control Acceleration.  No awards will become automatically fully-vested upon a change in control of our Company. However, if a participant's employment terminates after a change in control or if the surviving corporation does not assume our unvested awards, then the vesting of unvested awards will accelerate and be considered fully vested, provided that performance awards will only vest either to the extent the performance is met or assuming target performance, but pro-rated to reflect only the portion of the performance period that has lapsed, whichever is greater.



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No Backdating.  The Committee may not grant a stock option or stock appreciation right with a grant date that is effective prior to the date the Committee takes action to approve such award.

2018 Plan Provisions We Believe Remain Best Practices:

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No Repricing or Cash Buyout.  Stock options and stock appreciation rights that are "underwater" may not be repriced or bought out with cash without shareholder approval.



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No Gross Ups.  The Company will not gross up a participant's excise taxes associated with awards under the 2018 Plan.



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No Liberal Recycling.  The 2018 Plan prohibits liberal recycling of both full-value and appreciation awards meaning that, among other things, the common shares used to pay the exercise price or for settlement of any award, and common shares used to satisfy withholding taxes related to the vesting, exercise or settlement of any award, do not again become available for grant.



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No In-the-Money Option or SAR Grants.  Stock options and stock appreciation rights may not be granted with an exercise price below fair market value at the date of grant.



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No Reload of Options.  The Committee may not grant stock options that provide for the grant of the same number of stock options as the number of shares used to pay for the exercise price of stock options or shares used to pay withholding taxes.



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Limited Transferability.  Only the participant may exercise rights under a grant during the participant's lifetime. A participant may not transfer those rights except by will or the laws of descent and distribution. A participant may transfer their rights to an award that is not an incentive stock option with the consent of the Committee.



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Administration.  The Committee will administer the 2018 Plan, determine who will receive awards and determine the terms of awards subject to the restrictions in the 2018 Plan, subject to the approval of the Board.



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Participants.  All directors and employees, as well as certain consultants, are eligible to receive awards as determined from time to time by the Committee; provided, however, that our Chief Executive Officer and our directors, all as of April 13, 2018, shall not be considered a participant under the 2018 Plan and shall not be eligible to receive any awards under the 2018 Plan (except for the contingent option awards granted under the 2018 Plan to directors on March 19, 2018) until immediately after our 2019 Annual Meeting.



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Types of Awards.  Awards may be in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and incentive awards, and may be paid in cash, stock or, in some cases, other property.

Vote Required

        We are seeking shareholder approval of the 2018 Plan at the Annual Meeting to comply with applicable rules of the Nasdaq Stock Market and to qualify certain potential awards as incentive stock options under Internal Revenue Code ("Code") Section 422.

Approval of the 2018 Planproposal to amend the Articles to increase the number of authorized shares of the Company's common stock requires thean affirmative vote of a majority of the votes cast by the holders of common shares entitled to votebe cast on the proposal at the Annual Meeting.matter. Abstentions and broker non-votes will not be deemedhave the same effect on the result of this vote as votes cast AGAINST this proposal.

        If you do not hold your shares in determining approval of this proposalstreet name and respond but do not indicate how you want to vote on the amendment, your proxy will not have the effect ofbe counted as a vote for or against thein favor of such proposal.

THE BOARD RECOMMENDS A VOTE "FOR"
AN AMENDMENT TO THE 2018 LONG TERM INCENTIVE PLAN.COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY'S COMMON STOCK

Description
PROPOSAL 3
REINCORPORATION OF THE COMPANY FROM MICHIGAN TO DELAWARE

Introduction

        Our Board of Directors has approved and recommends that our shareholders approve a proposal to change the Company's state of incorporation from Michigan to Delaware (the "Reincorporation"). If our shareholders approve this proposal, the Company intends to consummate the Reincorporation as soon as practicable thereafter by implementing the Plan of Conversion (as described below). In this proxy statement, we sometimes refer to the Company as a Michigan corporation before the Reincorporation as "Rockwell-Michigan" and the Company as a Delaware corporation after the Reincorporation as "Rockwell-Delaware."

        Assuming the shareholders approve this proposal and the Reincorporation becomes effective, the principal effects immediately following the Reincorporation will be that:

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the name of the 2018 Plan

Shares Subject toCompany following the 2018 PlanReincorporation will remain "Rockwell Medical, Inc."

        We have reserved an aggregate of 3,300,000 common shares to be awarded under



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the 2018 Plan. Up to 1,000,000 of these common shares may be granted as incentive stock options under Code Section 422. The number of common shares reserved under the 2018 Plan is depleted by one share for each option or stock appreciation right, and by 1.32 shares for every share that isCompany will become subject to an award other than an option or stock appreciation right (i.e., restricted stock or performance shares).

        The 2018 Plan includes a provision that noneDelaware corporation laws, and the Company's existing Articles of the following may be added back to the share reserve under the 2018 Plan: (i) the full number of shares not issued or delivered as a result of the net settlement of an outstanding option, stock appreciation right or restricted stock unit, regardless of the number of shares actually used to make such settlement; (ii) shares used to pay the exercise price or for settlement of any award; (iii) shares used to satisfy withholding taxes related to the vesting, exercise or settlement of any award;Incorporation (the "Michigan Articles") and (iv) shares repurchased on the open market by the CompanyBylaws (the "Michigan Bylaws," and together with the proceeds ofMichigan Articles, the option exercise price. If any shares awarded under the 2018 Plan are forfeited, cancelled, expire or otherwise terminate without issuance of such shares, then the underlying common shares"Michigan Organizational Documents") will be recredited toreplaced by a new Delaware certificate of incorporation (the "Delaware Certificate") and bylaws (the "Delaware Bylaws," and together with the share reserve and become available again for grant underDelaware Certificate, the 2018 Plan. To prevent dilution or enlargement of the rights of participants under the 2018 Plan, appropriate adjustments will be made by the Committee if any change is made to our outstanding common shares by reason of any merger, statutory share exchange, reorganization, consolidation, recapitalization, dividend or distribution, stock split, reverse stock split, spin-off or similar transaction or other change in corporate structure affecting our common shares or its value.

Participants

        All employees, directors and certain consultants who are selected by the Committee in its discretion from time to time are eligible to participate in the 2018 Plan; provided, however, that our Chief Executive Officer and our directors, all"Delaware Organizational Documents"), as of April 13, 2018, shall not be considered a participant under the 2018 Plan and shall not be eligible to receive any awards under the 2018 Plan (except for the contingent option awards granted under the 2018 Plan to directors on March 19, 2018) until immediately after our 2019 Annual Meeting. Approximately 300 employees, 7 independent directors and 3 consultants would be eligible to participate in the 2018 Plan if it were currently in place. The Committee may condition the grant of an award to an individual under the 2018 Plan by requiring that the individual become an employee, director or consultant; provided, that the date of the grant of the award willmore fully described below;



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Rockwell-Delaware will: (a) be deemed to be the datesame entity as Rockwell-Michigan for all purposes under Michigan and Delaware law, and (b) continue to have and succeed to all of the rights, privileges and powers of Rockwell-Michigan, except for the changes that result from being governed by Delaware law, the individual legally becomesDelaware Certificate and the Delaware Bylaws;



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The Company's capitalization will remain the same with each outstanding share of Rockwell-Michigan common stock automatically converting to represent an employee, directoroutstanding share of Rockwell-Delaware common stock, and each outstanding option, warrant or consultant.other right to acquire shares of Rockwell-Michigan common stock automatically converting to represent an outstanding option, warrant or other right to acquire shares of Rockwell-Delaware common stock; and



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other than the change in corporate domicile, the Reincorporation itself will not result in any change in the business, physical location, management, assets or liabilities of the Company, nor will it result in any change in the location of our current employees, including management.

        Shareholders are urged to read this proposal carefully, including the attached exhibits, before voting on the Reincorporation Proposal. The relevant appendices that should be reviewed along with this proposal are:

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TypesAppendix A: Form of Plan Awardsof Conversion



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Appendix B: Delaware Certificate



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Appendix C: Delaware Bylaws

        The following discussion summarizes material provisions of the proposed Reincorporation. This summary is subject to and Limitsqualified in its entirety by the full texts of the Delaware Certificate and Delaware Bylaws in substantially the forms attached as appendices to this Proxy Statement. Copies of the Michigan Organizational Documents are publicly available as exhibits to reports we have previously filed with the SEC.

Mechanics of Reincorporation

        The Committee may grant stock options, stock appreciation rights, restricted stock, restricted stock unitsReincorporation will be effected pursuant to the Plan of Conversion to be adopted by Rockwell-Michigan in accordance with Section 745 of the Michigan Business Corporation Act (the "MBCA") and performance-based cash or stock awards underSection 265 of the 2018Delaware General Corporation Law (the "DGCL").

        Among other things, the Plan of Conversion provides that the Company will convert into a Delaware corporation and become subject to Delaware law. By virtue of the conversion, all of the rights, privileges and powers of Rockwell-Michigan, as well as all assets and liabilities belonging Rockwell-Michigan immediately prior to the Reincorporation will remain the rights, privileges, powers, assets and liabilities of Rockwell-Delaware following the consummation of the Reincorporation. The consolidated financial condition and results of operations of Rockwell-Delaware immediately after consummation of the Reincorporation will be the same as those of Rockwell-Michigan immediately prior to consummation of the Reincorporation.

        The Plan of Conversion requires that filings be made with the Bureau of Commercial Services of the Michigan Department of Labor & Economic Growth and the Secretary of State of the State of Delaware, including: (1) filing a certificate of conversion in Michigan, and (2) filing in Delaware: (i) a certificate of conversion and (ii) the Delaware Certificate. Approval of the Reincorporation will also constitute approval of the Board. The termsforms of each award will be set forth in a written agreement with the recipient, but all such awards will be generally subject to a one-year minimum vesting requirement.

        Stock Options.    The Committee may grant incentive stock options and nonqualified stock options. No option may be exercised after the tenth anniversary of the datePlan of Conversion, the option was granted. The exercise priceMichigan certificate of any option granted underconversion, the 2018 Plan may not be less thanDelaware certificate of conversion, the fair market value of our common shares onDelaware Certificate and the grant date. Payment upon exercise may be made (1) by cash or check, (2) by tendering common sharesDelaware Bylaws, in each case, substantially in the forms appended to this proxy statement as exhibits. Pursuant to the Plan of Conversion, the Company which are withheld fromwill also take all other actions and make all other filings necessary to complete the shares that would otherwise be issued upon exerciseReincorporation, including updating local, state and Federal regulatory and licensing bodies.

        The Plan of the option being exercised or are freely owned and held by the participant, (3) pursuant to a broker assisted cashless exercise, (4) by delivery of other considerationConversion has been unanimously approved by the CommitteeBoard and may be amended or modified prior to consummation of the Reincorporation, provided that the amendment or modification does not materially alter or change the terms and conditions of the Plan of Conversion in a manner that adversely affects the Company's shareholders. The Reincorporation may also be delayed by the Board, and the Plan of Conversion may be terminated or abandoned at any time prior to consummation of the Reincorporation, depending on the facts and circumstances at the time and the best interests of the Company and its shareholders. However, at present, if the Company's shareholders approve this Proposal 3 at the Annual Meeting, the Company intends to consummate the Reincorporation as soon as practicable thereafter.

Automatic Conversion of Securities

        Concurrent with a fair market valuethe consummation of the Reincorporation, each outstanding share of common stock of Rockwell-Michigan will automatically convert into one share of common stock of Rockwell-Delaware and each outstanding option, warrant or other right to acquire shares of Rockwell-Michigan common stock will constitute an option, warrant or other right to acquire an equal number of shares of Rockwell-Delaware common stock. Rockwell-Michigan share certificates and book-entry positions will automatically represent shares and book-entry positions of Rockwell-Delaware upon the effectiveness of the Reincorporation. Shareholders who hold Rockwell-Michigan share certificates will not be required to surrender or exchange those share certificates in connection with the Reincorporation.

        Following the consummation of the Reincorporation, the Company's common stock will remain listed on the Nasdaq Global Market under the symbol "RMTI" and American Stock Transfer & Trust Company will continue to be the transfer agent and registrar for the Company's common stock. Additionally, all registration statements of Rockwell-Michigan on file with the Commission and immediately prior to the exercise priceReincorporation will continue to relate to Rockwell-Delaware.