Fortress Biotech (FBIO) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 17, 2025, will be held virtually to enhance shareholder access and participation.

• Shareholders will vote on director elections, auditor ratification, executive compensation, frequency of say-on-pay, and amendments to the Certificate of Incorporation including officer exculpation.

• Proxy materials are available online, with options for paper copies upon request; voting can be done online, by phone, mail, or during the meeting.

Voting matters and shareholder proposals

• Election of seven directors for a one-year term.

• Ratification of KPMG LLP as independent registered public accounting firm for 2025.

• Advisory vote on executive compensation and on the frequency of such votes, with a recommendation for a three-year interval.

• Approval of the Second Amended and Restated Certificate of Incorporation to provide for officer exculpation and other updates.

• Other business may be transacted as appropriate.

Board of directors and corporate governance

• Board consists of seven members, including the CEO and Executive Vice Chairman; five are independent under Nasdaq rules.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all with independent members.

• Directors are expected to attend all meetings; in 2024, all attended at least 88% of meetings.

• Stockholders can communicate with the Board via the General Counsel and Corporate Secretary.