ROCKWELL MEDICAL, INC.

NOTICE OF 20182019 ANNUAL MEETING OF SHAREHOLDERS

To Be Held June 21, 2018
6, 2019

To the Shareholders of Rockwell Medical, Inc.:

Notice is hereby given that the 20182019 Annual Meeting of shareholders (the "Annual Meeting"“Annual Meeting”) of Rockwell Medical, Inc. (the "Company"“Company”) will be held as a virtual shareholder meeting at 10:00 a.m. Eastern Time, on June 21, 2018, at the Wixom Community Center, 49015 Pontiac Trail, Wixom, Michigan 48393,6, 2019 to consider and take action upon the following matters:

(1)

         To reelect three of the Company’s directors (“Proposal 1”);

(2)To approve amendmentsa proposal to ouramend the Company’s Restated Articles of Incorporation and Amended and Restated Bylaws to declassify our Boardincrease the number of Directors;



(2)

To elect one directorauthorized shares of the Company’s common stock by 50 million shares to hold office for a term of one year and until the Company's 2019 Annual Meeting of Shareholders; in the event 170 million shares (“Proposal 1 above is not adopted by the Company's shareholders at the Annual Meeting, to elect one Class III director to hold office for a term of three years and until the Company's 2021 Annual Meeting of Shareholders;



2”);

(3)

To approve a proposal to reincorporate the Rockwell Medical, Inc. 2018 Long Term Incentive Plan;



Company from the State of Michigan to the State of Delaware (“Proposal 3”);

(4)

To approve, on an advisory basis, the compensation of the Company’s named executive officers;



officers (“Proposal 4”);

(5)

To ratify the selection of Plante & Moran, PLLCMarcum LLP as the Company'sCompany’s independent registered public accounting firm for 2018;2019 (“Proposal 5”); and



(6)

To transact any other business which may properly come before the Annual Meeting or any adjournment thereof.

Only shareholders of record at the close of business on April 25, 201822, 2019 will be entitled to notice of, and to vote at, the meetingAnnual Meeting or any adjournment or postponement of the meeting.Annual Meeting. You may attend the Annual Meeting, vote and submit a question during the meeting by visiting www.virtualshareholdermeeting.com/RMTI 2019.

All shareholders as of the record date are cordially invited to attend the Annual Meeting. WHETHER OR NOT YOU INTEND TO BE PRESENT, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE STAMPED AND ADDRESSED ENVELOPE ENCLOSED FOR YOUR CONVENIENCE. Shareholders can help the Company avoid unnecessary expense and delay by promptly returning the enclosed proxy card. The business of the Annual Meeting to be acted upon by the shareholders cannot be transacted unless a majority of the outstanding common shares of the Company is represented at the Annual Meeting.

Wixom, Michigan

May [·], 2019

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders
to Be Held on June 21, 2018
6, 2019

This notice of meeting, the proxy statement, the proxy card and the Company's 2017Company’s 2018 Annual Report to Shareholders, which includes the Annual Report on Form 10-K, are available on the internet at http://www.rockwellmed.com/invest.htm. Directions to attend the meeting in person may be obtained by contacting Thomas E. Klema, Secretary, at (248) 960-9009. Shareholders may request a copy of the notice of meeting, the proxy statement, proxy card and 20172018 Annual Report to Shareholders by sending an e-mail to invest@rockwellmed.com, calling (800) 449-3353 or by internet at http://www.rockwellmed.com.

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PRELIMINARY COPY — SUBJECT TO COMPLETION

ROCKWELL MEDICAL, INC.
30142 Wixom Road Wixom, Michigan 48393

PROXY STATEMENT
20182019 ANNUAL MEETING OF SHAREHOLDERS

June 6, 2019JUNE 21, 2018
INTRODUCTION

INTRODUCTION

This proxy statement is being furnished to shareholders by the Board of Directors (the "Board"“Board”) of Rockwell Medical, Inc. (the "Company"“Company”) in connection with the solicitation of proxies by the Board for use at the 20182019 annual meeting of shareholders of the Company to be held at the Wixom Community Center, 49015 Pontiac Trail, Wixom, Michigan 48393 on Thursday, June 21, 20186, 2019 at 10:00 a.m. Eastern Time, and all adjournments or postponements thereof (the "Annual Meeting"“Annual Meeting”) for the purposes set forth in the attached Notice of 20182019 Annual Meeting of Shareholders. The Annual Meeting will be held as a virtual (online) meeting. You may attend the Annual Meeting, vote and submit a question during the meeting by visiting www.virtualshareholdermeeting.com/RMTI 2019.

A proxy, in the enclosed form, which is properly executed, duly returned to the Company and not revoked, will be voted in accordance with the instructions contained therein. The shares represented by executed but unmarked proxies will be voted as follows:

•

(1)FOR the reelection of three of the Company’s directors (“Proposal 1”);

(2)FOR the approval of a proposal to amend the amendments to ourCompany’s Restated Articles of Incorporation and Amended and Restated Bylaws to declassifyincrease the Boardnumber of Directors ("Declassification Amendments"authorized shares of the Company’s common stock by 50 million shares to 170 million shares (“Proposal 2”);

(3)



•

FOR the election of one director to hold office until the Company's 2019 Annual Meeting of Shareholders; in the event Proposal 1 to declassify our Board of Directors is not approved by the Company's shareholders at the Annual Meeting, FOR the election of one Class III director to hold office for a term of three years and until the Company's 2021 Annual Meeting of Shareholders;



•

FOR the approval of a proposal to reincorporate the Rockwell Medical, Inc. 2018 Long Term Incentive Plan;Company from the State of Michigan to the State of Delaware (“Proposal 3”);

(4)



•

FOR, on an advisory basis, the approval of the compensation of ourthe Company’s named executive officers;officers (“Proposal 4”); and

(5)



•

FOR the ratification of the selection of Plante & Moran, PLLCMarcum LLP as the Company'sCompany’s independent registered public accounting firm for 2018; and



•

On transacting any2019 (“Proposal 5”).

With respect to such other business which may properly come before the Annual Meeting or any adjournment thereof.

and the express understanding thatDelaware judiciary to their needs and to the needs of the corporation they own.

Why is the Company asking for two different votes on Proposal 3?

As noted above, Proposal 3 relates to the proposed change in corporate domicile from Michigan to Delaware. In presenting this proposal, the Board will immediately re-appoint themof Directors is asking shareholders to vote on: (a) a term that expires at the 2019 Annual Meeting. As a result, all seven directors will thereafter stand for election for one-year terms beginning at the 2019 Annual Meeting and to serve until his or her successorreincorporation in which Rockwell Delaware is duly elected and qualified,not subject to prior death, resignation, retirement, disqualification or removal.

        IfSection 203 of the proposed Declassification Amendments are not adopted by our shareholders, the Board will remain classifiedDelaware General Corporation Law (“Section 203”); and the current Class III director standing for election at the Annual Meeting will(b) a reincorporation in which Rockwell Delaware would be subject to electionSection 203. The default status in Delaware is for a three-year term expiring at our 2021 annual meetingall corporations to be subject to Section 203, which prohibits certain related-party transactions with any holder of shareholders (the "2021 Annual Meeting"more than 15% (but less than 85%).

PROPOSAL 21
ELECTION OF DIRECTOR
DIRECTORS

Background

        Currently, our

Our Board is divided into three classes, designated Class I, Class II and Class III.  The current composition of the Board is as follows:

Each year, on a rotating basis and until their successor has been elected and qualified, the terms of office of the directors in one of the three classes expire.  Successors to the class of directors whose terms have expired will be elected for a three-year term. The term of the current Class III directorsI Director expires at the Annual Meeting. The term of the Class I directors expires at the 2019 Annual Meeting and the term of the Class II directors expires at our 2020 Annual Meeting. If our shareholders approve the Declassification Amendments, each member of our Board whose term does not expire at the 2019 Annual Meeting (i.e., the Class II directors), have expressed their intention to resign from the Board, under the express understanding that the Board will immediately re-appoint them to a term that expires at the 2019 Annual Meeting. As a result, all seven directors will thereafter stand for election for one-year terms beginning at the 2019 Annual Meeting and to serve until his or her successor is duly elected and qualified, subject to prior death, resignation, retirement, disqualification or removal.

        If the proposed Declassification Amendments are not adopted by our shareholders, the Board will remain classified and the current Class III director standing for election at the Annual Meeting will be subject to election for a three-year term expiring at our 2021 Annual Meeting.

Nominee For Reelection to Our Board

Robert L. Chioini, age 53, is the founder, President and Chief Executive Officer of the Company. Mr. Chioini has been one of our directors since 1996 and has served as our Chairman of the Board from March 2000 until March 2018. Mr. Chioini has over 30 years of operational and sales experience in the medical industry and over 25 years of experience in the dialysis industry. Mr. Chioini, as our current Chief Executive Officer, brings to the Board extensive knowledge regarding the Company, the dialysis industry, manufacturing, medical device and drug development, sales, marketing, customer relationships, operations, reimbursement and government affairs as well as the current environment in which we operate, enabling him to provide critical insight into overall strategic planning, sales and marketing strategy and operational requirements. Mr. Chioini also has extensive experience in capital raising and institutional transactions in the bio-pharma industry. As Chief Executive Officer, he is also able to promote the flow of vital information between the Board and management and provide management's perspective on issues facing the Board. Mr. Chioini leads and directs our government affairs efforts, including meeting with members of Congress and other high-ranking government officials to advance our policy initiatives. We believe that Mr. Chioini's experiences as Chief Executive Officer of our Company, his public affairs experience and his life sciences background qualify him for service as a director of our Company.

Recommendation of the Board

        Upon the recommendation of the Governance and Nominating Committee of the Board, the Board has nominated Mr. Robert L. Chioini to serve as a director for a term to be determined based on the vote of our shareholders on the proposed Declassification Amendments. Mr. Chioini's term will expire (a) if the proposed Declassification Amendments described in Proposal 1 above are approved, at the 2019 Annual Meeting and until his successor is duly elected and qualified, subject to prior death, resignation, retirement, disqualification or removal or (b) if the proposed Declassification Amendments described in Proposal 1 above are not approved, at the 2021 Annual Meeting as a Class III director and until his successor is duly elected and qualified, subject to prior death, resignation, retirement, disqualification or removal. Mr. Chioini currently serves as a Class III director and he has indicated a willingness to continue to serve as a director.

Health Services Management and his BA in Chemistry from Duke University. We believe that Mr. Paul’s experience as Chief Executive Officer and President of our Company, his extensive prior experience as an executive in the industry, and his educational background qualify him for service as a director of our Company. If reelected, Mr. Paul’s term as a director will not affect Mr. Boyd's current term.expire at the 2022 Annual Meeting and upon the election and qualification of his successor.

Class III (Term Expiring 2021):

Dr. Robin L. Smith, age 53,54, has been a director since June 2016. Dr. Smith currently serves as chairmanis a global thought leader in regenerative medicine — one of the boardfastest growing segments of directorsmodern-day medicine. She received her M.D. from the Yale School of MYnd Analytics, Inc.Medicine and asan MBA from the president and chairmanWharton School of the board of The Stem for Life Foundation. From June 2006 to December 2014, Dr. Smith, served as chief executive officer of Caladrius Biosciences, Inc. (formerly NeoStem, Inc.). She also served as chairman of the board of Caladrius Biosciences, Inc. during that tenure and until December 2015.Business. During her tenure at Caladrius,as CEO of the NeoStem family of companies (NASDAQ: NBS, now CLBS), which she led from 2006 to 2015, she pioneered the company'scompany’s innovative business model, combining proprietary cell therapy development with a successful contract development and manufacturing organization, while leading the company's successful capital raising and acquisition efforts. Dr. Smith's previous work experience includes serving as president and chief executive officer of IP2M, a multi-platform media company specializing in healthcare, from 2000 to 2003. She also previously held the position of executive vice president and chief medical officer for HealthHelp, Inc., a national radiology management company, from 1998 to 2000.organization. Dr. Smith earnedraised over $200 million, completing six acquisitions and one divestiture while the company won an array of industry awards and business recognition including a first-place ranking in the tri-state area (two years in a row), and eleventh place nationally, on Deloitte’s Technology Fast 500, and Frost & Sullivan’s North American Cell Therapeutics Technology Innovation Leadership Award.

Dr. Smith coauthored two books: Cells Are the New Cure (2017) and The Healing Cell: How the Greatest Revolution in Medical History Is Changing Your Life (2013). She maintained a regular column for the Huffington Post for six years. Dr. Smith has been widely recognized for her M.D. from Yale Universityleadership in health care and has received the Regenerative Medicine Foundation (RMF) 2019 Stem Cell and Regenerative Medicine Action Award for International Diplomacy in 2019 and the 2018 HEALinc Future Health Humanitarian Award.  She has been widely recognized for her M.B.A. fromwork as a female entrepreneur and received the Wharton SchoolBusiness Intelligence Group’s Woman of Business.the Year Award in 2018 and the 2018 Gold Stevie® Award for Woman of the Year — Government of Non-Profit. She currently serves onis also a winner of the 2014 Brava! Award, which recognizes top women business leaders in the Greater New York area. Dr. Smith was elected to the 2018 NACD Directorship 100: Directors list by the NACD Directorship magazine for her work and expertise in corporate governance. She was also a finalist for the 2014 EY Entrepreneur of the Year Award for the New York area, recognizing entrepreneurs who demonstrate excellence and success in the areas of innovation, financial performance, and personal commitment to their businesses and communities. In April 2016, Pope Francis awarded Dr. Smith Dame Commander with Star Pontifical Equestrian Order of Saint Sylvester Pope and Martyr. Dr. Smith was awarded the Lifetime Achievement in Healthcare and Science Award by The National Museum of Catholic Art and Library in May 2017.

Dr. Smith has extensive experience serving in executive and board level capacities for various medical enterprises and health care-based entities. On August 20, 2015, Dr. Smith joined the board of directors of other privately owned biotech companies, hospitalsMynd Analytics (NASDAQ: MYND) as chairman. She recently joined the board of directors of Seelos Therapeutics (NASDAQ: SEEL) and foundations.also serves as president and chairman of Stem for Life, Cognitive Warriors, and Cura Foundation, and is vice president and a member of the board of directors of the STOQ Foundation in Rome, Italy. Dr. Smith is co-chairman of the Life Sci advisory board on gender diversity and advisor to Dthera Sciences. She also serves on Sanford Health’s International Board, Alliance for Regenerative Medicine (ARM) Foundation board and the board of overseers at the NYU Langone Medical Center in New York. She previously served on the board of trustees of the NYU Langone Medical Center and is the past chairman of the board of directors of Miragen Therapeutics, Inc. (formerlyfor the New York University Hospital for Joint Diseases, BioXcel Corporation and Signal Genetics Inc.)(NASDAQ: SGNL). She was appointed as clinical associate professor, Department of Medicine at the Rutgers, New Jersey Medical School in 2017.  We believe that Dr. Smith'sSmith’s entrepreneurial skills and her extensive experience serving in executive and board level capacities for various medical enterprises and healthcare-based entities qualify her for service as a director of our Company.  If reelected, Dr. Smith'sSmith’s term as a director will expire at the 20192021 Annual Meeting and upon the election and qualification of her successor. Approval of the Declassification Amendments at the Annual Meeting will not affect Dr. Smith's current term.

Benjamin Wolin, age 43,44, has been a director and our Chairman of the Board since March 2018.  Mr. Wolin serves on the Board of Dance Biopharm Holdings Inc., a privately-held biotechnology company focused on the development of Dance 501, a proprietary ‘soft-mist’ inhaled insulin product to treat diabetes.  He is also as an advisor to each of 3L Capital LLC, a growth-stage private equity firm, and Refinery 29 Inc., a leading global media company.  Prior to his experience as an advisor, Mr. Wolin was the co-founder, chief executive officer and a member of the board of directors of Everyday Health, Inc., a leading provider of digital health and wellness solutions, from January 2002 until its sale

specialty pharmacy services in the United States. Mr. Wolin has been a director of Diplomat Pharmacy since October 2015 and was formerly Diplomat Pharmacy's independent lead director.Pharmacy’s Chairman of the Board. Mr. Wolin is a member of the audit committee, compensation committee and the nominating and corporate governance committee of Diplomat Pharmacy'sPharmacy’s board of directors. Mr. Wolin has extensive technology, executive management, entrepreneurial, financial and operating expertise from his former role as a founder, director and principal executive of Everyday Health. We believe that Mr. Wolin's experienceWolin’s extensive executive management, financial (including initial public offering) and operating experiences from his former role as a chairmanfounder, director and principal executive of theEveryday Health, along with his board of directors of a public companydirector experiences with Diplomat Pharmacy, Inc. and as the principal executive officer and a director of a company that completed an initial public offeringDance Biopharm Holdings Inc., provides him with unique insights into the dynamics and issues of a growing companypublic life science companies, and the financial, accounting, governance and operational issues specific to public companies qualifyqualifies him for service as a director of our Company.  If reelected, Mr. Wolin'sWolin’s term as a director will expire at the 20192021 Annual Meeting and upon the election and qualification of his successor. Approval

Recommendation of the Declassification AmendmentsBoard

Upon the recommendation of the Governance and Nominating Committee of the Board, the Board has nominated each of Mr. Stuart Paul (Class I), Dr. Robin L. Smith (Class III) and Mr. Benjamin Wolin (Class III) for election as directors.

Mr. Paul’s term as a director will expire at the 2022 Annual Meeting as a Class I Director and upon the election and qualification of his successor subject to prior death, resignation, retirement, disqualification or removal.  Mr. Paul currently serves as a Class I director and he has indicated a willingness to continue to serve as a director.

Dr. Smith’s term as a director will expire at the 2021 Annual Meeting as a Class III Director and upon the election and qualification of her successor subject to prior death, resignation, retirement, disqualification or removal.  Dr. Smith currently serves as a Class III director and she has indicated a willingness to continue to serve as a director.

Mr. Wolin’s term as a director will expire at the 2022 Annual Meeting as a Class III Director and upon the election and qualification of his successor subject to prior death, resignation, retirement, disqualification or removal.  Mr. Paul currently serves as a Class III director and he has indicated a willingness to continue to serve as a director.

Unless contrary instructions are given, the shares represented by a properly executed proxy will be voted FOR the election of each nominee. Should any of the nominees become unavailable to accept election as a director, the persons named in the enclosed proxy will vote the shares as they represent for the election of such other person as the Board may recommend. Management has no reason to believe that any nominee is unavailable or will not affect Mr. Wolin's current term.serve if elected.

Information regarding the remainder of our Board, along with corporate governance information, can be found starting on Page [12] of this proxy statement.

Vote Required

The election of a director-nominee requires a plurality of the votes cast in the election pursuant to the Company’s Bylaws, as amended.  However, under our Principles of Corporate Governance, the election of our director-nominee in an uncontested election requires a majority vote, which is a more demanding standard.

As a result, although nominees would be technically elected to our Board if they receive a plurality of the vote, any who receive a greater number of votes WITHHELD from their election than votes FOR their election must tender their resignation to the Chairman of the Board promptly following certification of the shareholder vote.  Any resignation so submitted would be effective upon acceptance by the Board.  In that event, within 90 days following certification of the voting results on the election, the Governance and Nominating Committee will determine whether to recommend acceptance of a resignation and will submit such recommendation for prompt consideration by the Board, and the Board will act on the Governance and Nominating Committee’s recommendation not later than its next regularly scheduled meeting following receipt of such recommendation. The Governance and Nominating Committee and the Board may consider any factors they deem relevant in deciding whether to accept a resignation. The Company will promptly disclose the Board’s decision-making process and decision regarding whether to accept a resignation offer in a Current Report on Form 8-K furnished to the SEC.  Nominees generally will not participate in the Governance and Nominating Committee’s or the Board’s considerations of the appropriateness of their continued service, but may otherwise remain active and engaged in all other Board-related activities, deliberations and decisions while consideration of such director’s resignation is ongoing.

Withheld votes and broker non-votes will not be considered votes cast and will have no effect on the election, except

10

as set forth above.

THE BOARD RECOMMENDS A VOTE “FOR”
EACH OF THE NOMINEES FOR DIRECTOR

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DIRECTORS CONTINUING IN OFFICE

Information Relating to Our Continuing Directors

Class II Directors (Terms Expiring 2020)

Lisa N. Colleran, age 60,61, has been a director since March 2018. Ms. Colleran ishas been the principal of LNC Advisors, LLC, a strategic consulting firm that specializes in assisting biotech, pharmaceutical and medical device companies.companies, since February 2014. Prior to founding LNC Advisors, Ms. Colleran served as chief executive officer of LifeCell Corporation, a private regenerative medicine company, and a board member for Centaur Guerney L.P. (a holding company of LifeCell Corporation) from January 2012 to April 2013. Ms. Colleran also served as the global president of LifeCell Corporation from August 2008 to April 12, 2013. Prior to assuming the role of global president, Ms. Colleran served as LifeCell'sLifeCell’s vice president of marketing and business development from December 2002 until July 2004 and as senior vice president of commercial operations from July 2004 until August 2008. Prior to joining LifeCell, Ms. Colleran served as vice president and general manager of Renal Pharmaceuticals for Baxter Healthcare Corporation from 2000 to December 2002 and served in various other sales and marketing positions at Baxter, from 1983 to 2000. Ms. Colleran currently serves on the board of directors for Establishment Labs, an innovative breast implant company, and Ariste Medical, a company developing a new class of drug eluting medical devices. Ms. Colleran haswas a member of the board of directors of Axogen, Inc., a company focused on the science, development and commercialization of technologies for peripheral nerve regeneration and repair.  Ms. Colleran was also beena former officer and director of Vivex Biomedical, Inc., a company that develops creative treatment options and solutions to progress clinical, surgical and therapeutic patient care, and a member of the board of directors of Novadaq Technologies Inc., a leading developer of fluorescence imaging solutions for use in surgical and diagnostic procedures, from January 2017 until the company was sold to Stryker Corporation in August 2017. We believe that Ms. Colleran'sColleran’s more than 30 years of experience leading medical device companies, growing markets and creating shareholder value qualify her for service as a director of our Company. Ms. Colleran'sColleran’s term as a director will expire at the 2020 Annual Meeting and upon the election and qualification of her successor. Approval of the Declassification Amendments at the Annual Meeting cannot legally shorten Ms. Colleran's term; however, she has expressed her intention to voluntarily submit her resignation from the Board after the Annual Meeting with the understanding that the Board would then immediately re-appoint her to the Board for a term to expire at the 2019 Annual Meeting and upon the election and qualification of her successor.

John G. Cooper, age 59,60, has been a director since September 2017. Mr. Cooper is currently founder and principal of JGC Advisors, providing corporate development and financial advisory services to emerging life science companies. From 2001 to 2016, Mr. Cooper was a senior executive for Windtree Therapeutics Inc. (formerly Discovery Laboratories, Inc.), a publicly traded specialty pharmaceutical company and the first to receive FDA approval for a synthetic peptide-containing surfactant to address premature infants with respiratory distress syndrome. At Discovery Labs,

degree with a major in finance. We believe that Mr. Ravich'sRavich’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'sRavich’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.

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'sCompany’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'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

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

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'sCompany’s enterprise risks. While our Board oversees the Company'sCompany’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'smanagement’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:

•

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

·



•

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'sBoard’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'sBoard’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"“Investors” page.

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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'sarm’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.

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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'sCompany’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

COMPENSATION OF EXECUTIVE OFFICERS

Compensation Discussion and Analysis

 This Compensation Discussion

Overview

During 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 NEOsCompany’s Chief Executive Officer and Chief Financial Officer, respectively. Following the termination of Messrs. Chioini and Klema, the Company operated for 2017. Our NEOs for 2017 were:

•

Robert L. Chioini, our Founder,a time with a smaller management team, comprised of Drs. Gupta and Pratt, the Company’s Chief Scientific Officer and Chief Medical Officer, and David J. Kull, the Company’s controller and principal accounting officer, coupled with board-level support and oversight. In September 2018, the Company appointed Stuart Paul as the President and Chief Executive Officer;Officer, filling the role left vacant with Mr. Chioini’s removal. In November 2018, the Company appointed Angus Smith as Chief Financial Officer, occupying the role left vacant with the removal of Mr. Klema.

As a result of these changes, actions of the Compensation 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 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 Messrs. Paul, Smith and Chioini and Dr. Gupta (the “NEOs”) during each of the last two years, or such shorter period during which they served as a named executive officer.

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Summary Compensation Table

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 right to acquire a total of up to 2,070,000 shares of Company common stock, compromised of time-based and performance-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 in 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 Corporate Secretary, Treasurer and Chief Financial Officer;

Executive Summary

        During 2017, our Compensation Committee, which we also refer to in this section as our Committee, reviewed our executive compensation strategy and determined that, in general, the elements of our compensation programshall continue to align our executives' incentivesbe 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 Company's overall strategy and shareholders' interestsGupta Agreement, which shall vest in lightfull on the first anniversary of the Company's unique opportunities and challenges asdate of the Gupta Agreement, subject to Dr. Gupta’s continued employment through that time (and subject to the acceleration terms set forth therein). For discussion regarding certain payment triggered upon a developing specialty pharmaceutical company.

Outstanding Equity Awards At 2018 Year-End

The following table shows certain information regarding outstanding equity awards at December 31, 2018 for our NEOs:

Outstanding Equity Awards at 2018 Year-End

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'sCompany’s or the shareholders'shareholders’ best interests and use of a cashless methodology involving the use of the Company'sCompany’s cash resources would not be in the Company'sCompany’s best interests.

Incentive Compensation Clawback Policy

In 2017, our Board adopted an incentive compensation recoupment, or "clawback",“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"“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.

from the Date of his Target Bonus amount, payable in a lump sum within 10 days afterTermination 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, 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 allvested stock options continuingshall continue to be exercisable for two years following the remainderdate of their stated terms;termination (or until such options expire, if sooner), and (iv) COBRA continuationthe 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 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 withfollowing a Change of Control are subject to the excise tax imposed by Section 4999 of the Code, or any interest or penaltiesdiscussed below.

In connection 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.

        As a result of 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 arrangementsAgreement, Dr. Gupta also 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