Biofrontera (BFRI) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 11, 2026, with voting on director elections, an amended incentive plan, and auditor ratification.

• Stockholders as of April 21, 2026, are eligible to vote, with 12,007,558 common shares and 22,286 preferred shares outstanding, voting as a single class.

• Proxy materials are distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposal 1: Election of two Class II directors (Beth J. Hoffman, Ph.D. and Kevin D. Weber) to serve until 2029.

• Proposal 2: Approval to amend and restate the 2021 Omnibus Incentive Plan, increasing authorized shares from 3,750,000 to 8,750,000.

• Proposal 3: Ratification of CBIZ CPAs P.C. as independent auditor for the year ending December 31, 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of five members, divided into three staggered classes, with flexibility to expand per investor agreements.

• Prof. Hermann Luebbert serves as both CEO and Chairman; no lead independent director is designated.

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

• All directors attended at least 90% of meetings in 2025.