Biofrontera (BFRI) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 12, 2025, with voting on key proposals including director election, share increase, adjournment, and auditor ratification.

• Record date for voting is April 22, 2025; proxy materials are available online to promote environmental responsibility.

• Outstanding shares as of the record date include 9,205,987 common and 9,894 preferred, voting as a single class.

Voting matters and shareholder proposals

• Proposals include: election of one Class I director (Heikki Lanckriet), amendment to increase authorized common shares from 35M to 70M, adjournment if needed, and ratification of CBIZ CPAs P.C. as auditor.

• Board recommends voting FOR all proposals.

• Share increase is tied to obligations under a $4.2M convertible notes offering and future business needs.

• Adjournment proposal allows for additional proxy solicitation if necessary.

Board of directors and corporate governance

• Board consists of five members in three staggered classes; no family relationships among directors or officers.

• Board committees: audit, nominating and corporate governance, and compensation, each with defined charters and independent members.

• Board leadership combines CEO and Chairman roles; no lead independent director designated.

• Board and committee attendance exceeded 90% in 2024.