Beth Hoffman
About Beth Hoffman
Beth J. Hoffman, Ph.D. (age 68) has served as an independent director of Biofrontera Inc. (BFRI) since November 2021. She is the founder, President, and CEO of Origami Therapeutics, Inc. (since 2015), with over 20 years of drug discovery and development experience and contributions to two first‑in‑class and two best‑in‑class cystic fibrosis drugs. Dr. Hoffman holds a Ph.D. in Biology from The Johns Hopkins University. Her board tenure class is Class II, with term expiring at the 2026 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Origami Therapeutics, Inc. | Founder, President & CEO | 2015–present | Led drug discovery/development; highlighted for significant CF contributions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Origami Therapeutics, Inc. (private) | President & CEO | 2015–present | Private company; no public directorships disclosed for Hoffman |
Board Governance
- Classification and independence: Hoffman is a Class II director (term through 2026) and has been affirmatively determined independent under Nasdaq rules; she also meets heightened independence standards for audit and compensation committees. The Board has five members and is staggered into three classes.
- Board leadership and oversight: CEO also serves as Chair; the Board has not designated a Lead Independent Director. This duality can limit independent oversight, a governance risk for investors.
- Committees and roles:
- Audit Committee: Member; committee held four meetings in 2024; scope includes financial reporting, auditor oversight, pre‑approval of audit/non‑audit services, cybersecurity risk oversight, and related‑party transaction review.
- Nominating & Corporate Governance Committee: Chair; committee held two meetings in 2024; oversees board composition, performance evaluation, and governance matters.
- Compensation Committee: Member; committee held five meetings in 2024; oversees executive pay, equity plans, and director remuneration. No compensation consultants were engaged in 2024.
- Attendance and engagement: In 2024, the Board held 39 meetings; all directors attended at least 90% of Board and relevant committee meetings. Four directors attended the 2024 annual meeting.
Fixed Compensation
| Component | Amount (USD) | Period | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash | $64,250 | FY2024 | Director cash fees |
| Option Awards (Value) | $15,720 | FY2024 | Equity compensation value (options) |
| Total | $79,970 | FY2024 | Sum of cash + option awards |
| Director Compensation Policy (Cash Retainers) | Annual Amount (USD) | Notes |
|---|---|---|
| Board – Non‑employee member | $40,250 | Paid quarterly; pro‑rated if partial service |
| Audit Committee – Member | $8,000 | Additional chair retainer: $8,000 |
| Compensation Committee – Member | $6,000 | Additional chair retainer: $9,000 |
| Nominating & Corporate Governance – Member | $5,000 | Additional chair retainer: $5,000 |
Hoffman’s mix is primarily cash retainer plus annual option awards; no meeting fees are disclosed; reasonable expenses reimbursed.
Performance Compensation
- Director equity awards for 2024 are disclosed only as grant value (options) without performance metrics; non‑employee director compensation is not tied to revenue/EBITDA/TSR targets.
- Clawback: Company adopted an incentive compensation clawback policy effective Oct. 2, 2023, aligned with SEC/Nasdaq requirements (applies to covered executives, not directors).
| Performance-conditioned components | Disclosure |
|---|---|
| Metrics (revenue, EBITDA, TSR, ESG) | Not disclosed for non‑employee directors |
| Vesting schedules (director awards) | Not disclosed beyond option award values |
Other Directorships & Interlocks
| Person | External Public Company Boards | Interlocks/Conflicts |
|---|---|---|
| Beth J. Hoffman, Ph.D. | None disclosed | None disclosed |
Note: A fellow director (Heikki Lanckriet) serves on Biofrontera AG’s board, a related party to BFRI—creating board‑level related‑party exposure; Hoffman herself is not cited with such ties.
Expertise & Qualifications
- Scientific and industry expertise: >20 years in drug discovery/development; led contributions to first‑in‑class and best‑in‑class CF drugs.
- Academic credentials: Ph.D. in Biology from Johns Hopkins.
- Board qualifications: Independent director; serves on audit, compensation, and chairs nom/gov committee—indicative of governance competence.
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Outstanding | Options/RSUs Vesting or Exercisable within 60 Days |
|---|---|---|---|
| April 22, 2025 | – | * (<1%) | 19,433 |
| July 18, 2025 | – | * (<1%) | 21,100 |
- Section 16(a) compliance: Company believes directors were compliant with filing requirements in 2024.
- Insider trading and hedging: Policy prohibits trading on MNPI, imposes blackout periods and pre‑clearance, and restricts hedging transactions (e.g., collars, swaps). Pledging restrictions are not explicitly disclosed.
Governance Assessment
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Strengths
- Independent status; chairs Nominating & Corporate Governance and serves on Audit and Compensation, supporting board effectiveness.
- Active committee oversight (audit 4 meetings; comp 5; nom/gov 2) and strong attendance (≥90%).
- Formal insider trading controls and executive clawback policy (Nasdaq/SEC aligned).
-
Concerns and red flags
- CEO duality and no Lead Independent Director—potentially weak independent oversight. — RED FLAG
- Minimal director share ownership (<1%) with primarily option-based equity; limited “skin‑in‑the‑game” alignment. — Alignment Risk
- Related‑party exposure with Biofrontera AG persists; a fellow director (not Hoffman) sits on Biofrontera AG’s board, creating interlock and potential conflicts at the board level. — Conflict Risk
-
Implications for investors
- Hoffman’s governance roles bolster board process quality, but overall board structure (CEO/Chair, no LID) and low director ownership reduce investor confidence in independent oversight and alignment.
- Continued related‑party dynamics with Biofrontera AG require robust audit committee vigilance; Hoffman’s audit committee role is a mitigating factor.