Fortress Biotech (FBIO) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 17, 2025, to be held virtually, with access and voting instructions provided to all shareholders.

• Shareholders will vote on the election of seven directors, ratification of KPMG LLP as auditor, executive compensation, frequency of say-on-pay votes, and amendments to the Certificate of Incorporation for officer exculpation.

• Proxy materials and annual report are available online, with options for paper copies upon request.

• Shareholders of record as of April 21, 2025, are entitled to vote; 29,569,553 shares outstanding.

Voting matters and shareholder proposals

• Proposal 1: Elect seven directors for a one-year term.

• Proposal 2: Ratify KPMG LLP as independent auditor for 2025.

• Proposal 3: Advisory vote on executive compensation (say-on-pay).

• Proposal 4: Advisory vote on frequency of say-on-pay (Board recommends every 3 years).

• Proposal 5: Approve Second Amended and Restated Certificate of Incorporation, including officer exculpation.

• Shareholder proposals for the 2026 meeting must be received by December 29, 2025.

Board of directors and corporate governance

• Board consists of seven members; all are nominees for re-election.

• Four directors are independent under Nasdaq rules.

• Board committees: Audit, Compensation, and Nominating and Corporate Governance.

• Board and management oversee risk management, with regular reviews of credit, liquidity, operations, and compliance.

• Code of Business Conduct and Ethics and Insider Trading Policy in place.