Independent
Tenure on this board
4.6 yrs
2 nominees · 3 ballot items.
Three proposals: (1) election of two Class II directors (Beth J. Hoffman, Ph.D. and Kevin D. Weber); (2) approval of the amendment and restatement of the 2021 Omnibus Incentive Plan to increase authorized shares and make related ministerial changes; and (3) ratification of CBIZ CPAs P.C. as independent registered public accounting firm for 2026.
Elect two Class II directors (Beth J. Hoffman, Ph.D. and Kevin D. Weber) to serve until the 2029 annual meeting and until their successors are elected and qualified.
Approve the amendment and restatement of the Company’s 2021 Omnibus Incentive Plan to increase the aggregate number of shares authorized under the Plan from 3,750,000 to 8,750,000, add limited administrative flexibilities (including a 30-day extension for option/SAR expirations during trading prohibitions) and make conforming or ministerial changes.
This management proposal asks shareholders to approve an amendment and restatement of Biofrontera’s 2021 Omnibus Incentive Plan that would increase the plan share reserve from 3,750,000 to 8,750,000 shares (post-reverse-split adjusted figures) and add limited administrative flexibilities such as a 30-day extension for option/SAR expirations that fall during trading prohibitions, along with other conforming or ministerial changes. Management and the compensation committee present this as necessary to maintain the Company’s ability to attract, retain and motivate employees, consultants and directors through equity-based long-term incentives, asserting the current remaining share availability is insufficient for future grant needs and that approval is required by Nasdaq rules and to preserve certain U.S. tax treatments for incentive stock options. The plan permits a wide array of award types (ISOs, NQSOs, SARs, RSUs, restricted stock, phantom awards and cash bonuses) and contains standard governance features including committee administration, repricing limits without shareholder approval, anti-dilution adjustments, and change-in-control provisions that can accelerate vesting. The Board contends the increased reserve should be sufficient for anticipated grant activity through at least 2028, but shareholders will bear dilution from new awards and should weigh the incremental reserve against potential dilution to existing holders. The proposal also includes per-participant annual limits and forfeiture/recoupment provisions; the amendment retains discretion for the Committee to determine award recipients and terms, which concentrates grant power with insiders and the compensation committee. From a governance perspective, the proposal is typical for a growth-stage company relying on equity incentives; investors will want to consider the size of the increase relative to outstanding shares, existing overhang, historical grant practices and any potential for material dilution to EPS or voting power. Approval is required by a majority of votes cast; the Board recommends a FOR vote arguing incentives align management and shareholder interests and are critical to talent retention and performance objectives.
Ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Rosalind Advisors, Inc. | 9.09% | 1,163,962 | $942K |
| 2 | AIGH Capital Management LLC | 5.44% | 696,568 | $564K |
| 3 | AIGH Capital Management LLC | 1.71% | 218,642 | $177K |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 0.74% | 94,711 | $77K |
| 5 | VANGUARD FIDUCIARY TRUST CO | 0.48% | 61,697 | $50K |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 0.41% | 52,254 | $42K |
| 7 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.30% | 38,574 | $31K |
| 8 | XTX Topco Ltd | 0.18% | 22,493 | $18K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.11% | 14,589 | $12K |
| 10 | CITIGROUP INC | 0.09% | 11,837 | $10K |
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