Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Election of New Director
On March 2, 2022, the board of directors ("Board") of Biofrontera Inc. (the
"Company") voted to increase the size of the Board from four directors to five
directors and appointed Kevin D. Weber to fill the vacancy resulting from such
increase. Mr. Weber will serve as a Class II Director to hold office for a term
expiring at the annual meeting of the Company's stockholders for fiscal year
2023. Mr. Weber's term as director began upon his appointment at the March 2,
2022 meeting. Mr. Weber does not currently serve on any committees of the Board.
Mr. Weber has not been involved in any related party transaction within the
meaning of Item 404(a) of Regulation S-K promulgated under the Securities
Exchange Act of 1934, as amended and required to be disclosed herein.
Mr. Weber's compensation will be as provided under the Company's non-employee
director compensation policy. Mr. Weber will receive a $35,000 annual retainer
for his service as a director, which will be pro-rated for the remainder of the
calendar year 2022. If he is appointed to one or more Board committees, he would
receive an additional annual retainer.
Amendment to Lübbert Employment Agreement
On March 2, 2022, Hermann Lübbert and the Company entered into an amendment (the
"Amendment") to his employee agreement. The amendment is effective as of
December 15, 2021 and the key terms of the Amendment are summarized below:
Effective Date. Prof. Dr. Lübbert's employment agreement was amended to remove
the conditions for its effectiveness and replaced them with an effective date of
December 15, 2021.
Performance. The employment agreement was amended such that Prof. Dr. Lübbert
agrees to devote 100% of his working capacity to his duties as the Company's
Executive Chairman.
Compensation. Under the Amendment, Prof. Dr. Lübbert's base salary will be
$468,500 and he will be eligible to receivea cash bonus of up to 65% of his base
salary upon the attainment of performance goals set in advance by the Board. The
actual amount of any bonus shall depend upon the level of achievement of set
targets, however no bonus shall be paid if the level of target achievement is
below 70%.
To the extent that it is not modified by the Amendment, Prof. Dr. Lübbert's
Amended Employment Agreement, which was previously filed with the Securities and
Exchange Commission, remains in full force and effect.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the copy of the Agreement filed as
Exhibit 10.1 to this report.
Item 9.01 Financial Statements and Exhibits.
10.1 Amendment to Amended Employment Agreement effective as December 15, 2021
and dated March 2, 2022 - Herman Lübbert
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the inline XBRL document)
© Edgar Online, source Glimpses