Hermann Luebbert
About Hermann Luebbert
Prof. Hermann Luebbert, Ph.D. (age 69) is Biofrontera Inc.’s Chief Executive Officer and Chairman since May 2023; he previously served as Executive Chairman (Nov 2021–May 2023) and as CEO from March 2015–Jan 2020 and Mar 2021–Nov 2021. He has been Chairman of the Board since March 2015 and a director since November 2021 . He earned his Ph.D. in Biology at the University of Cologne (1984), led Genome Research at Sandoz and served on Novartis’ global Neuroscience Research Management Team; he founded Biofrontera AG in 1997, led it until Dec 2021, and held a professorship at Ruhr-University Bochum (retired Feb 2022) . In 2024 the Board held 39 meetings with all directors attending at least 90% of meetings; the Board currently combines the CEO and Chair roles and has no Lead Independent Director .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Biofrontera AG | Founder, CEO; Chairman of Management Board; Managing Director of subsidiaries | 1997–Dec 2021 | Built and led the parent licensor of Ameluz and RhodoLED; established U.S. commercialization platform later spun to Biofrontera Inc. |
| Sandoz | Head of Genome Research | ~10 years prior to Novartis role | Led global research; contributed to neuroscience portfolio groundwork |
| Novartis Pharma AG | Member, Global Neuroscience Research Management Team | ~10 years prior to Biofrontera AG | Senior R&D management; global program oversight |
| Ruhr-University Bochum | Professor of Animal Physiology | Retired Feb 2022 | Academic leadership; scientific credentials underpin FDA-facing credibility |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Biofrontera AG | CEO/Management Board Chair | 1997–Dec 2021 | Strategic licensor relationship; manufacturing, regulatory alignment for Ameluz and RhodoLED |
Fixed Compensation
Multi-year NEO compensation for 2023–2024:
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 470,500 | 482,007 |
| Target Bonus % of Base | up to 65% | up to 65% |
| Actual Bonus Paid ($) | 258,846 | 296,607 |
| Stock Awards ($) | – | 291,500 |
| Option Awards ($) | – | 226,628 |
| All Other Compensation ($) | 3,879 | 6,175 |
| Total ($) | 733,225 | 1,302,917 |
Key contract terms:
- Employment agreement base salary $468,500; eligible for cash bonus up to 65% of base tied to pre-set goals; no bonus paid for <70% target achievement .
- Clawback policy (Nasdaq 10D-1 compliant) effective Oct 2, 2023, covering recovery of erroneously awarded incentive compensation for 3 completed fiscal years preceding any required restatement .
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Pre-set performance goals (specific metrics not disclosed) | Not disclosed | Up to 65% of base; no payout <70% achievement | $296,607 | Cash | Annual |
| RSUs (2024 grant) | Time-based (no performance metric) | N/A | 275,000 units | N/A | Equity | Vest in 2 equal installments beginning Jul 12, 2025 |
| Stock Options (2024 grant) | Time-based (no performance metric) | N/A | 275,000 options @ $1.38 | N/A | Equity | Vest in 3 equal annual installments beginning Jul 15, 2025; acceleration on death/disability/good reason |
Notes:
- 2021 options: 5,669 @ $95.40, 3 equal annual tranches starting Dec 9, 2022 .
- 2022 options: 9,542 @ $52.20, 3 equal annual tranches starting May 18, 2023 .
- Acceleration: unvested portion becomes fully vested on death, disability, or termination for good reason; forfeiture for cause; standard post-termination exercise limits apply .
Equity Ownership & Alignment
As of July 18, 2025 (latest disclosed):
- Beneficial ownership: 152,711 shares, 2.6% of common stock; options exercisable and RSUs vesting within 60 days: 105,961 .
- No director fees paid to Luebbert (as employee-director) in 2024 .
- Insider Trading Policy prohibits hedging transactions and requires pre-clearance for trades; pledging or margin accounts require prior approval; short sales and derivatives trading need approval; quarterly blackout periods apply .
Outstanding equity awards at FY 2024 year-end:
| Award | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration | Unvested RSUs (#) | RSU Market/Payout Value ($) |
|---|---|---|---|---|---|---|
| 2021 Options | 5,669 | – | $95.40 | 12/9/2031 | – | – |
| 2022 Options | 6,298 | 3,244 | $52.20 | 05/18/2032 | – | – |
| 2024 Options | – | 275,000 | $1.38 | 07/12/2034 | – | – |
| 2024 RSUs | – | – | – | – | 275,000 | $299,750 (at $1.09 close on 12/31/2024) |
Stock ownership guidelines: not disclosed. Pledging/hedging activity: none disclosed beyond policy restrictions .
Employment Terms
- Severance: If terminated by the Company other than for cause, severance equals one-twelfth of then-current annual base salary for each full year of employment (including service at Biofrontera AG), capped at two years of base salary .
- Change-in-control: If terminated without cause within 3 months prior to or 12 months after a change-in-control, enhanced severance equals two years of current base salary plus target annual bonus, with continued health coverage .
- Benefits: participation in Company benefit programs .
- Equity acceleration: death, disability, or termination for good reason accelerates vesting of certain options .
- Clawback: compliant with SEC/Nasdaq standards (erroneous incentive-based compensation recovery) .
Board Governance
- Board service history: Director since Nov 2021; Chair of the Board since March 2015; CEO & Chairman since May 2023 .
- Committee roles: Luebbert is not listed as a member of Audit, Compensation, or Nominating & Corporate Governance committees (those committees comprise independent directors, chaired by Borer, Weber, and Hoffman respectively) .
- Independence: Independent directors (Borer, Hoffman, Weber) satisfy Nasdaq and SEC standards; the Board has not designated a Lead Independent Director; roles of Chair and CEO are combined based on current Board assessment .
- Meeting attendance: 39 Board meetings in 2024; all directors attended ≥90% of Board and committee meetings; four directors attended the 2024 annual meeting .
- Director compensation: Non-employee director cash retainers—Board $40,250; committee member retainers Audit $8,000, Compensation $6,000, Nominating $5,000; committee chair adders Audit $8,000, Compensation $9,000, Nominating $5,000. Luebbert received no director fees as an employee-director .
Risk Indicators & Red Flags
- Combined CEO/Chair with no Lead Independent Director (elevated governance risk; reduced independent counterbalance) .
- Going concern: 2024 and 2023 audit reports included an explanatory paragraph on substantial doubt regarding ability to continue as a going concern .
- Capital structure and dilution: Convertible Notes Offering ($4.2M, 10% PIK; convertible at $0.78; maturing Nov 22, 2027) and Series B preferred financings imply potential dilution; share increase proposal to 70,000,000 authorized shares approved to support capital needs and conversions .
- Litigation: Sun/DUSA actions alleging breach/Lanham Act/unfair trade practices and patent infringement; outcomes uncertain and potentially material .
Compensation Structure Analysis
- Mix shift: 2024 pay includes meaningful equity grants (RSUs $291.5k; options $226.6k) augmenting cash salary/bonus—aligns retention with multi-year vesting starting mid-2025 .
- Performance rigor: Bonus governed by pre-set goals; no payout below 70% target achievement—structure suggests some performance discipline, but specific metrics and weighting not disclosed, limiting external assessment of pay-for-performance .
- Equity design: Significant time-based RSUs and options; options at $1.38 (2024 grant) can create upside alignment; earlier options ($52.20/$95.40) are far out-of-the-money based on 12/31/2024 price, emphasizing retention over realizable value near term .
- Clawback in place; insider policy restricts hedging/pledging and mandates pre-clearance, mitigating misalignment risk .
Vesting Schedules and Insider Selling Pressure
- RSUs: 275,000 units vest 50% on Jul 12, 2025 and 50% on subsequent installment (two equal tranches) .
- Options: 275,000 options vest in three equal annual installments beginning Jul 15, 2025; accelerated vesting upon death/disability/good reason could increase exercisable shares unexpectedly .
- Policy controls: Quarterly blackout periods and trade pre-clearance can constrain sale timing; hedging restricted; pledging requires approval .
Director Compensation
| Component | Annual Amount ($) |
|---|---|
| Board retainer (non-employee) | 40,250 |
| Non-executive Chair add’l retainer | 30,000 |
| Audit Committee member | 8,000 |
| Audit Committee chair add’l | 8,000 |
| Compensation Committee member | 6,000 |
| Compensation Committee chair add’l | 9,000 |
| Nominating & Governance member | 5,000 |
| Nominating & Governance chair add’l | 5,000 |
Luebbert receives no director cash comp due to executive status .
Investment Implications
- Alignment and retention: Substantial unvested RSUs and options starting vest dates in mid-2025 support retention but may create episodic supply from insider sales around vesting windows; blackout/pre-clearance policies moderate timing risk .
- Governance risk: Combined CEO/Chair with no Lead Independent Director may elevate oversight risk and discount; investors may seek enhanced independent leadership to mitigate concentration of power .
- Liquidity/dilution overhang: Preferred stock structures and convertible notes at $0.78, together with authorized share increase, point to ongoing financing needs and potential dilution; monitoring approvals for Series C/D conversions and reverse split discretion is prudent .
- Operational/legal risk: Auditor going-concern language and active IP/contract litigation (Sun/DUSA) elevate execution risk; compensation clawback and insider policy strengthen controls but do not mitigate business fundamentals .