Rockwell Medical Inc. announced on Aug. 7 it had entered into a settlement agreement with former company CEO Robert Chioini, chief financial officer Thomas Klema, and former Board members Patrick Bagley and Ronald Boyd after members of the company’s Board of Directors clashed with the executives over running the company and forced Chioini to resign in May.
Five members of the Rockwell Medical Board of Directors – Benjamin Wolin, Mark Ravich, John Cooper, Robin Smith and Lisa Colleran – were named in the settlement, according to a company press release. The company said specific terms of the agreement, which is effective immediately, are confidential, but includes the following:
Chioini and Boyd resigned from the company's Board of Directors.
The parties to the agreement mutually released one another from all claims through the date of the settlement agreement.
A pending federal lawsuit filed by the Board against Chioini, Klema, Boyd and Bagley will be dismissed.
For approximately five years, the parties will not directly or indirectly attempt to participate in the management or operations of Rockwell or its affiliates or subsidiaries.
Rockwell will pay Chioini and the other executives $1.5 million, $750,000 of which was paid upon the execution of the agreement and nine monthly installments of $83,333 each, with the last installment being paid in May 2019. Rockwell will also pay Boyd an additional $30,000.
Chioini and Klema agreed to forfeit 313,600 unvested shares of common stock that had been issued in March 2017 as a performance-based award.
Rockwell Medical Board chair Wolin said in a prepared statement that "We are pleased to have entered into this Agreement, which we view as in the best interest of all our stakeholders. With these matters now firmly behind us, the Board and management team will focus on executing on the Company's near- and long-term objectives to realize the potential of our innovative renal drug therapies and drive value for our shareholders."
Rockwell will hold a conference call on Aug. 14 at 5:00 pm EST to discuss the company’s current financial performance.