John Borer
About John J. Borer III
Independent director since November 2021; age 67. Senior Managing Director and Co-Head of Investment Banking at The Benchmark Company (since 2012); previously CEO and Head of Investment Banking at Rodman & Renshaw, with senior roles at Security Pacific Business Credit and Barclays American Business Credit. Holds a J.D. from Loyola Law School and a B.S. in Agricultural Economics from UC Davis; served on the Supervisory Board of Biofrontera AG until December 2021 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Benchmark Company, LLC | Senior Managing Director & Co-Head of Investment Banking | 2012–present | Capital markets experience; finance expertise |
| Rodman & Renshaw | Chief Executive Officer & Head of Investment Banking | Prior to 2012 | Investment banking leadership |
| Security Pacific Business Credit | Senior positions | Prior | Credit/finance roles |
| Barclays American Business Credit | Senior positions | Prior | Credit/finance roles |
| Biofrontera AG (Germany) | Supervisory Board Member | May 2016–Dec 2021 | Prior interlock with supplier/licensor; ended 2021 |
External Roles
| Organization | Role | Status |
|---|---|---|
| The Benchmark Company, LLC | Senior Managing Director & Co-Head of Investment Banking | Current |
Board Governance
- Independence: Board determined Borer is independent under Nasdaq rules; also independent for audit and compensation committee service .
- Committee assignments: Audit Committee Chair; Compensation Committee member; Nominating & Corporate Governance Committee member .
- Financial Expert: Board designated Borer an SEC “audit committee financial expert” and financially sophisticated under Nasdaq .
- Attendance: In 2024, Board met 39 times; all directors attended at least 90% of Board and committee meetings on which they served .
- Board leadership: No Lead Independent Director; CEO serves as Chairman .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Director Cash Fees (USD) | $68,640 | $76,250 |
| Director Option Awards (USD FV) | $0 | $15,720 |
| Total Director Compensation (USD) | $68,640 | $91,970 |
Context – standard non-employee director fee schedule:
- Board annual retainer $40,250; Audit Committee: member $8,000 + chair $8,000; Compensation Committee: member $6,000 + chair $9,000; Nominating & Corporate Governance: member $5,000 + chair $5,000; non-executive chair retainer $30,000 .
Performance Compensation
- No performance-based director compensation metrics or targets disclosed for directors (compensation comprised of cash retainers and equity grants) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Dates | Notes |
|---|---|---|---|---|
| Biofrontera AG | Public | Supervisory Board Member | 2016–2021 | Prior interlock with BFRI’s historic supplier/licensor; ended 2021 |
No other current public company directorships disclosed .
Expertise & Qualifications
- Legal and finance: J.D. (Loyola Law), extensive investment banking leadership; SEC-designated audit committee financial expert .
- Industry experience: Decades in capital markets, credit and corporate finance; advisory/current IB role at Benchmark Company .
- Governance credentials: Independent director; serves on audit, compensation, and nominating committees .
Equity Ownership
| Metric | As of Apr 22, 2025 | As of Jul 18, 2025 |
|---|---|---|
| Common Shares Beneficially Owned | “–” (less than 1%) | “–” (less than 1%) |
| Options/RSUs Vesting within 60 Days (shares) | 19,433 | 21,100 |
Company policies:
- Insider trading/hedging: Directors/officers subject to pre-clearance; hedging transactions restricted under insider trading policy .
Governance Assessment
- Strengths: Independent audit chair with SEC “financial expert” designation; broad finance background supports oversight of complex financings and related-party matters; strong attendance (≥90%) in 2024 .
- Ownership alignment: Beneficial ownership <1%; some equity exposure via option/RSU grants (19.4k–21.1k vesting window in 2025), but minimal direct common shareholdings reduce “skin-in-the-game” alignment .
- Conflicts/related-party exposure: Prior interlock with Biofrontera AG ended 2021; the company maintains material transactions with Biofrontera AG and affiliates (LSA, services), heightening the importance of rigorous audit committee oversight; board affirms independence for Borer .
- Auditor oversight: As audit chair during 2025, oversaw transition from Marcum to CBIZ CPAs; recent auditor reports included going concern explanatory paragraph—raises scrutiny on financial reporting and risk oversight .
- Compensation governance: Compensation Committee did not engage external consultants in 2024; board maintains clawback policy for executives per Nasdaq rules (not director-specific) .
RED FLAGS
- Minimal direct share ownership may signal weaker ownership alignment for an independent director, despite equity awards via options/RSUs .
- Company’s significant and ongoing related-party transactions with Biofrontera AG require robust audit committee vigilance to mitigate perceived conflicts (though Borer’s direct interlock ended in 2021) .
- Auditor going concern language in 2024 and 2025 context underscores elevated financial risk oversight needs .
Compensation Committee Analysis
- Composition: Chair Kevin Weber; members John Borer and Beth Hoffman .
- Consultant usage: No compensation consultants engaged in 2024; committee authorized to retain advisors subject to independence checks .
- Policy: Clawback policy adopted per Nasdaq/SEC for executive incentive compensation restatements (three-year look-back) .
Director Compensation Details
| Component | Structure |
|---|---|
| Cash | Board retainer ($40,250); committee retainers per role (audit member $8,000; audit chair $8,000; compensation member $6,000; nom/gov member $5,000; chairs receive additional retainers) |
| Equity | Annual option awards (e.g., 2024 FV $15,720 for directors) |
| Meeting fees | Not disclosed separately; retainers paid quarterly; expenses reimbursed |
Board Meeting Attendance
| Year | Board Meetings | Attendance |
|---|---|---|
| 2024 | 39 | All directors ≥90% of Board/committee meetings; 4 directors attended 2024 annual meeting |
Related-Party Transactions (Company Context)
- Ameluz License & Supply Agreements with Biofrontera Pharma/Bioscience; transfer pricing/royalty changes; services agreements; lamp lease; various balances and settlements (oversight by audit committee) .
- Financing with principal stockholders (Series B preferred; convertible notes), implying capital structure complexity .