Richmond Brothers and Mark H. Ravich Urge Rockwell Medical Shareholders to Support Much-Needed Change

Truly Independent Agent of Change Desperately Needed in Rockwell Boardroom – Not Another Board Member Seemingly Hand-Picked by CEO – to Halt Long-Standing Underperformance and Governance Failures

Call on Shareholders to Express Frustration with Multi-Year Delays in Launch of Triferic and Calcitriol and Lawsuit with Baxter Over Rockwell’s Core Dialysate Business

Urge Shareholders to Show the Company that $8 Million in CEO Pay for No Performance Will not Be Tolerated

Mark H. Ravich Possesses the Board Experience, Shareholder Mentality, Strong Will and Independent Voice that is Sorely Needed in the Rockwell Boardroom

Do not be Misled by Rockwell, Vote the BLUE Proxy Card Today for Highly Qualified Nominee Mark H. Ravich

JACKSON, Mich. & ST. LOUIS PARK, Minn.--()--Richmond Brothers, Inc., a Michigan-based SEC registered investment advisor and wealth management firm that is the largest beneficial owner of Rockwell Medical, Inc. (NASDAQ: RMTI) (“Rockwell” or the “Company”), and Mark H. Ravich, who together with their affiliates beneficially own over 6.1 million shares, or 11.8% of the Company’s outstanding common stock, today sent a letter to Rockwell shareholders urging them to vote for Mark H. Ravich for election to the Board at the upcoming annual meeting of shareholders. The full text of the letter follows:

“We continue to see the lack of complete transparency and failure to execute on key value drivers as a significant concern keeping us [underweight] RMTI shares.”

May 12, 2017

Dear Fellow Shareholders,

As you know, we are currently fighting to put a stop to the chronic underperformance, poor communication, and egregious corporate governance that have characterized Rockwell Medical, Inc. (“Rockwell” or the “Company”) for years. We believe that Mark H. Ravich, our highly-qualified nominee, is well-equipped to deliver the change that Rockwell sorely needs.

Mark has the experience and ability that will make him an effective director at Rockwell – including experience as a CEO of a NASDAQ-traded company, experience serving on the Boards of several companies, and nearly three decades of successful investing in medical device companies. We urge you to vote for Mark to install a true representative of ALL shareholders in the Boardroom so that your best interests are protected.

As you consider your vote at the upcoming 2017 Annual Meeting of Shareholders, we ask you to keep in mind the following points. We believe that these points lead to only one conclusion – shareholders should vote on the BLUE proxy card for the election of Mark H. Ravich to the Board.

 

Rockwell’s Board Desperately Needs a Change Agent

     

Rockwell Has Stagnated

 
  • Rockwell’s recent Q1 earnings report was once again devoid of substantive updates and showed poor results, with a loss of $4.7 million, or $0.09 per share.
  • Reacting to Rockwell’s earnings report, Morgan Stanley analyst Andrew S. Berens noted that “We continue to see the lack of complete transparency and failure to execute on key value drivers as a significant concern keeping us [underweight] RMTI shares.”
  • Rockwell’s promising iron replacement and Vitamin D drugs are still not close to being monetized – with no meaningful sales – after years of delays.

Shareholders Have Suffered

 
  • Rockwell’s share price is down 52.5% over the past three years and the Company has underperformed the NASDAQ Biotechnology Index (NBI) by a staggering 315% over the past 10 years.1
  • Rockwell’s failed execution and inability to successfully communicate with investors has kept its stock price low.

Management is Opaque and Tone-Deaf

 

 

  • While Rockwell’s management has repeatedly expressed optimism, all we’ve seen is failure and constantly-shifting timelines for important initiatives.
  • It’s great that Rob Chioini thinks that “Calcitriol manufacture is progressing nicely,” but we certainly don’t think over three years of delays warrant that sort of chipper optimism.
 

____________________________

1 Calculated as of February 20, 2017, the day prior to Richmond Brothers’ public involvement at Rockwell.

 
 

Mark H. Ravich Is the Right Choice for the Board

     

Ravich Has what it Takes and Will Bring the Outsider Perspective that Is Sorely Needed

 

 

  • Mark has decades of real Board experience.
  • Mark was CEO of a NASDAQ-listed company for seven years.
  • Mark serves on the Governance (Chairman) and Audit Committees of the Orchids Paper Products Company (NYSEMKT:TIS) Board.
  • Mark is also a Director Dilon Technologies Inc. and MR Instruments, Inc. two medical device companies.
  • Mark was not hand-picked by Rob and therefore will not be bullied by management.

 

 
  • Mark will ask the right questions and hold management accountable.
  • Mark will push for key governance improvements, including:

Ravich will Push for True Oversight of Management

  • Split the Chairman and CEO roles; conduct frequent reviews of CEO.
  • Create meaningful goals for a performance-based compensation plan.
  • End entrenchment by eliminating three-year staggered board terms.
   
  • Mark will push management to develop a detailed multiyear business plan and clearly communicate it to shareholders.

Ravich Is Personally Invested in Rockwell and Is Aligned with Shareholders

 

 

  • Mark has a personal stake in Rockwell that was not given to him.
  • No incumbent independent director has purchased a single Rockwell share.
  • Mark has consistently pushed for management to be more transparent with shareholders.
 
 

Tell Rockwell It’s Time to Rein in Excessive Executive Compensation

     

Rockwell’s Executives – Especially Robert Chioini – Have Gained While Shareholders Have Lost

 
  • If this proxy contest boils down to one thing, it’s this: non-performance should not be rewarded.
  • Chairman and CEO Robert Chioini’s pay of $8MM+ and $7MM+ equaled 5.49 and 4.61 times the median of Rockwell’s peers in 2014 and 2015, respectively.2
  • Rob got a more than $800k bonus in 2016 (95% out of 100% of pay potential) for accomplishing basically nothing.

Tell Rockwell You Are Outraged at the Continued Lack of Regard for Shareholders’ Concerns

 
  • It’s time that shareholders make their voices heard and put an end to this gravy train.
  • Recall that the Company had the gall to propose an extremely generous 2017 equity compensation plan that would have significantly diluted shareholders – and only pared it back after we called them out publicly.
  • Electing Mark H. Ravich to the Rockwell Board will ensure that you have a voice pushing the Board to rein in excessive executive compensation.

Show Rockwell that You Will not Accept Meaningless Performance Standards

 
  • Rockwell’s performance tests for 2017 equity grants all but ensure that awards vest over time.
  • These tests require the meeting of only one of the following during any time frame:
   
  • Reported net sales in any four consecutive quarters of $100 million or greater.
  • Market capitalization greater than $600 million for 10 consecutive days.
  • One year following the date CMS assigns transitional add on reimbursement pricing for Triferic.

_____________________________

2 According to ISS reports from Rockwell’s past two annual meetings.

 

SHAREHOLDERS HAVE WAITED MORE THAN THREE YEARS FOR THE LAUNCH OF CALCITRIOL AND MORE THAN TWO YEARS FOR THE LAUNCH OF TRIFERIC, PLUS ROCKWELL IS INVOLVED IN A LAWSUIT WITH BAXTER OVER ITS CORE DIALYSATE BUSINESS.

TELL ROCKWELL THAT ENOUGH IS ENOUGH

VOTE THE BLUE PROXY CARD TO ELECT MARK H. RAVICH TODAY

If you have any questions, or require assistance with your vote, please contact Saratoga Proxy Consulting LLC, toll- free at (888) 368-0379, call direct at (212) 257-1311 or email: info@saratogaproxy.com

For more information – including a presentation we recently issued detailing the case for change at Rockwell – and to see other communications and filings from Richmond Brothers and Mark H. Ravich, visit this link: http://www.richmondbrothers.com/time-for-action-at-rmti.

About Richmond Brothers, Inc.

Richmond Brothers, Inc. is an SEC registered investment advisor and wealth management firm founded in 1994.

About Mark H. Ravich

Mark H. Ravich is a private investor and currently serves as President of Tri-Star Management, Inc., a commercial real estate management and syndication company that he co-founded in 1998.

Contacts

Shareholders
Saratoga Proxy Consulting LLC
John Ferguson / Joe Mills, 212-257-1311
info@saratogaproxy.com
or
Media
Sloane & Company
Joe Germani / Jaimee Pavia, 212-486-9500
jgermani@sloanepr.com / jpavia@sloanepr.com

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