ROCKWELL MEDICAL, INC., PRE 14A filed on 4/20/2026
Proxy Statement - Notice of Shareholders Meeting (preliminary)
v3.26.1
Cover
 12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type PRE 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Rockwell Medical, Inc.
Entity Central Index Key 0001041024
v3.26.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table
Year
Summary Compensation Table Total for Strobeck (1)
Compensation Actually Paid to Strobeck (2)
Average Summary Compensation Table Total for Non-PEO NEOs (3)
Average Compensation Actually Paid to Non-PEO NEOs (4)
Value of Initial Fixed $100 Investment Based On Total Shareholder Return(5)
Net Loss(6)
(a)(b)(c)(d)(e)(f)(g) (in 000’s)
2025$1,895,472 $1,062,533 $903,484 $620,563 $82.12 $(5,314)
2024$1,310,878 $1,435,714 $644,673 $732,064 $201.98 $(480)
2023$1,054,169 $1,760,113 $426,596 $464,365 $187.13 $(8,439)
    
Named Executive Officers, Footnote The dollar amounts reported in column (b) are the amounts reported for Dr. Strobeck (the Company’s Chief Executive Officer) for each of the corresponding years in the “Total” column in our Summary Compensation Table. Refer to the “Summary Compensation Table”. The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Dr. Strobeck, as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718 and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Dr. Strobeck) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for these purposes in each applicable year are as follows: (i) for 2025, Megan Timmins, and Jesse Neri; (ii) for 2024, Megan Timmins and Jesse Neri; and (iii) for 2023, Megan Timmins, Jesse Neri (3 months), Marc Hoffman (8 months) and Paul McGarry (9 months). Unless otherwise indicated, the average amounts for each fiscal year are based on a full year of service for each NEO. The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Dr. Strobeck), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, these amounts reflect average “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718 and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.    
PEO Total Compensation Amount $ 1,895,472 $ 1,310,878 $ 1,054,169
PEO Actually Paid Compensation Amount $ 1,062,533 1,435,714 1,760,113
Adjustment To PEO Compensation, Footnote
Compensation Actually Paid to PEO2025
Summary Compensation Table Total$1,895,472 
Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table(861,772)
Plus, year-end fair value of outstanding and unvested equity awards granted in the year517,917 
Plus, fair value as of vesting date of equity awards granted and vested in the year— 
Plus, year over year change in fair value of outstanding and unvested equity awards granted in prior years(329,011)
Plus, year over year change in fair value of equity awards granted in prior years that vested in the year(160,073)
Less, prior year-end fair value for any equity awards forfeited in the year— 
Compensation Actually Paid to PEO$1,062,533 
    
Non-PEO NEO Average Total Compensation Amount $ 903,484 644,673 426,596
Non-PEO NEO Average Compensation Actually Paid Amount $ 620,563 732,064 464,365
Adjustment to Non-PEO NEO Compensation Footnote
Average Compensation Actually Paid to Non-PEO NEOs2025
Summary Compensation Table Total$903,484 
Less, average value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table(366,759)
Plus, average year-end fair value of outstanding and unvested equity awards granted in the year233,048 
Plus, average fair value as of vesting date of equity awards granted and vested in the year— 
Plus, average year over year change in fair value of outstanding and unvested equity awards granted in prior years(117,734)
Plus, average year over year change in fair value of equity awards granted in prior years that vested in the year(31,476)
Less, prior year-end fair value for any equity awards forfeited in the year— 
Compensation Actually Paid to Non-PEO NEOs$620,563 
    
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid and Cumulative TSR
Compensation Actually Paid and Cumulative TSR.jpg
    
Compensation Actually Paid vs. Net Income
Compensation Actually Paid and Net Loss
Compensation Actually Paid and Net Loss.jpg
    
Total Shareholder Return Amount $ 82.12 201.98 187.13
Net Income (Loss) $ (5,314,000) $ (480,000) $ (8,439,000)
Additional 402(v) Disclosure Total Shareholder Return (“TSR”) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period, by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2022. The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.    
Measure:: 1      
Pay vs Performance Disclosure      
Name Total Shareholder Return    
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (861,772)    
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 517,917    
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (329,011)    
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (160,073)    
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (366,759)    
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 233,048    
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (117,734)    
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (31,476)    
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 0    
v3.26.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
The Board does not have a formal policy related to equity award grant practices. The Compensation Committee and Board do not grant equity awards in anticipation of the release of material nonpublic information, nor is the timing of filings of material nonpublic information based on equity award grant dates.
Equity grants to certain newly hired employees are made at the next meeting of the Compensation Committee following the month they commence employment with the Company. Equity grants to newly hired officers or newly appointed directors are typically made upon commencement of employment or service, as the case may be. Where applicable, the exercise/grant price for an award will be equal to the closing market price of our common stock on the grant date. Our equity incentive plan prohibits the repricing or exchange/cash out of equity awards without shareholder approval.
During 2025, we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2025, the Compensation Committee granted stock option awards to the NEOs within the period beginning four business days before our filing or furnishing of a current report on Form 8-K that disclosed material nonpublic information (other than a current report on Form 8-K disclosing a material new stock option award under Item 5.02(e) of such Form 8-K), and ending one business day after the filing or furnishing of such report. Specifically, these option grants to the NEOs were part of the annual equity grants to executive officers and the broader 2025 executive compensation program that the Compensation Committee approved after receipt of stockholder approval of an increase in the number of shares authorized under our equity plan at the Company’s 2025 Annual Meeting of Stockholders, and were made on the same day the Company filed its current report on Form 8-K disclosing the results of the 2025 Annual Meeting.
Award Timing Method The Compensation Committee and Board do not grant equity awards in anticipation of the release of material nonpublic information, nor is the timing of filings of material nonpublic information based on equity award grant dates.
Equity grants to certain newly hired employees are made at the next meeting of the Compensation Committee following the month they commence employment with the Company. Equity grants to newly hired officers or newly appointed directors are typically made upon commencement of employment or service, as the case may be. Where applicable, the exercise/grant price for an award will be equal to the closing market price of our common stock on the grant date. Our equity incentive plan prohibits the repricing or exchange/cash out of equity awards without shareholder approval.
During 2025, we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2025, the Compensation Committee granted stock option awards to the NEOs within the period beginning four business days before our filing or furnishing of a current report on Form 8-K that disclosed material nonpublic information (other than a current report on Form 8-K disclosing a material new stock option award under Item 5.02(e) of such Form 8-K), and ending one business day after the filing or furnishing of such report. Specifically, these option grants to the NEOs were part of the annual equity grants to executive officers and the broader 2025 executive compensation program that the Compensation Committee approved after receipt of stockholder approval of an increase in the number of shares authorized under our equity plan at the Company’s 2025 Annual Meeting of Stockholders, and were made on the same day the Company filed its current report on Form 8-K disclosing the results of the 2025 Annual Meeting
Award Timing Predetermined false
Award Timing MNPI Considered true
Award Timing, How MNPI Considered The Compensation Committee and Board do not grant equity awards in anticipation of the release of material nonpublic information, nor is the timing of filings of material nonpublic information based on equity award grant dates. During 2025, we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2025, the Compensation Committee granted stock option awards to the NEOs within the period beginning four business days before our filing or furnishing of a current report on Form 8-K that disclosed material nonpublic information (other than a current report on Form 8-K disclosing a material new stock option award under Item 5.02(e) of such Form 8-K), and ending one business day after the filing or furnishing of such report. Specifically, these option grants to the NEOs were part of the annual equity grants to executive officers and the broader 2025 executive compensation program that the Compensation Committee approved after receipt of stockholder approval of an increase in the number of shares authorized under our equity plan at the Company’s 2025 Annual Meeting of Stockholders, and were made on the same day the Company filed its current report on Form 8-K disclosing the results of the 2025 Annual Meeting.
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true