Journey Medical (DERM) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 24, 2025, to be held virtually, allowing broader participation and reduced costs.

• Stockholders will vote on electing six directors, ratifying KPMG LLP as auditor, and approving amendments to the Certificate of Incorporation for officer exculpation.

• Proxy materials are available online, and voting can be done via internet, mobile device, or mail.

Voting matters and shareholder proposals

• Proposals include: (1) election of six directors for a one-year term, (2) ratification of KPMG LLP as independent auditor for 2025, (3) approval of the Fourth Amended and Restated Certificate of Incorporation including officer exculpation, and (4) other business as may arise.

• Board recommends voting FOR all proposals.

• Stockholders of record as of April 25, 2025, are entitled to vote.

Board of directors and corporate governance

• Board set at six members: Lindsay A. Rosenwald, Claude Maraoui, Neil Herskowitz, Justin Smith, Miranda Toledano, and Michael Pearce.

• Four directors are independent under Nasdaq rules; company qualifies as a "controlled company" due to Fortress Biotech's ownership.

• Board committees include Audit and Compensation; no standing nominating committee, but independent directors recommend nominees.

• Directors are expected to attend all meetings, and all attended the 2024 annual meeting.