Journey Medical Corp
For the period ended Jun 24, 2026. Filed Apr 30, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 24, 2026 · Filed Apr 30, 2026
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Contents
Director Compensation Program
DIRECTOR COMPENSATION
Director Compensation Program
Effective July 1, 2025, we adopted a Second Amended and Restated Non-Employee Directors Compensation Plan for our non-employee directors (the “Amended Director Compensation Plan”). Pursuant to that Plan, our non-employee directors receive the following compensation for service on the Board:
Cash Compensation:
$50,000 annual retainer, paid quarterly in advance; and
$10,000 additional annual retainer for the Audit Committee Chair, paid quarterly in advance.
Equity Compensation:
Initial Equity Award: Upon election or appointment to the Board, each non-employee director will receive 50,000 shares of restricted stock, which shall vest and become non-forfeitable in equal annual installments beginning on the third anniversary of the grant date, subject to the non-employee director’s continued service on the Board on each such date; and
Annual Equity Award: Each non-employee directors will annually receive the greater of (i) a number of shares of restricted stock with a grant date value of $50,000 or (ii) 10,000 shares of restricted stock, which award shall vest and become non-forfeitable in full on the third anniversary of the grant date, subject to the non-employee director’s continued service on the Board on such date.
Five-Year Anniversary Equity Award: Upon the fifth anniversary of their initial election or appointment to the Board, non-employee directors will receive 50,000 shares of restricted stock, which shares shall vest and become non-forfeitable in three equal annual installments beginning on the third anniversary of the grant date, subject to the non-employee director’s continued service on the Board on each such date.
The vesting of these non-employee director awards will accelerate automatically upon the occurrence of a change of control.
The primary changes made by the Amended Director Compensation Plan to the prior plan are: (i) the initial equity award for newly elected or appointed directors was increased by 20,000 shares, (ii) the vesting schedule for the initial equity award was changed to equal installments on the third, fourth and five anniversaries of the grant date (rather than on the first, second and third anniversaries of the grant date), (iii) the size of the annual equity award was changed to the greater of 10,000 shares or a number of shares with a grant date value of $50,000 (rather than simply a number of shares with a grant date value of $50,000), (iv) the vesting date for the annual equity award was changed to the third anniversary of the grant date (rather than the first anniversary of the grant date), and (v) the five-year anniversary equity award was introduced.
In addition, on August 5, 2025 and in connection with the adoption of the Amended Director Compensation Plan, Dr. Rosenwald was granted 50,000 shares of restricted stock and each other non-employee director then in service was granted 20,000 shares of restricted stock (in each case vesting on third, fourth and five anniversaries of the grant date). These “true-up” awards provided these directors with an additional number of restricted stock units equal to the difference between 50,000 (the size of the initial equity award contemplated by the Amended Director Compensation Plan) and the number of restricted stock units actually received by them, respectively, upon their initial elections or appointments to the Board (based on our director compensation plan or practices then in effect).
Reimbursement of Expenses:
In addition, each non-employee director receives reimbursement for reasonable travel expenses incurred in attending meetings of our Board and meetings of committees of our Board.
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