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, approving an amended certificate of incorporation, and other business.

• Record date for voting is April 25, 2025; detailed instructions for virtual attendance and voting are provided.

Voting matters and shareholder proposals

• Proposals include: election of six directors for a one-year term, ratification of KPMG LLP as auditor for 2025, and approval of the Fourth Amended and Restated Certificate of Incorporation to provide for officer exculpation.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2026 meeting by December 30, 2025, and must follow advance notice requirements.

Board of directors and corporate governance

• Board set at six members; four are independent under Nasdaq rules.

• Company qualifies as a "controlled company" due to Fortress Biotech's ownership, allowing certain governance exemptions.

• No standing nominating committee; independent directors recommend nominees.

• Code of Business Conduct and Ethics and Insider Trading Policy in place, prohibiting speculative trading.