SEC Form DEF 14A filed by ADMA Biologics Inc

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Filed by a Party other than the Registrant  ☐

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Dear Stockholder:

You are cordially invited to the annual meeting of stockholders (the “Annual Meeting”) of ADMA Biologics, Inc. (the “Company”), which will be held virtually at 10:00 a.m. Eastern Time on June 4, 2025. We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all stockholders regardless of location. You will be able to attend the Annual Meeting and vote during the Annual Meeting via live webcast through the link www.virtualshareholdermeeting.com/ADMA2025.

In connection with the Annual Meeting, you will be asked to consider and vote on certain proposals that are more fully described in the accompanying proxy statement. Whether or not you plan to attend the Annual Meeting, we urge you to read the proxy statement and consider such information carefully before voting.

The Board of Directors unanimously recommends that our stockholders vote “FOR” all of the proposals presented in the proxy statement.

Your vote is very important. Even if you plan to attend the Annual Meeting, if you are a stockholder of record of common stock, please submit your proxy by Internet, mail or telephone as soon as possible to make sure that your shares are represented at the Annual Meeting, or you may submit your proxy at the Annual Meeting. If you hold your shares of common stock in “street name” through a bank, broker or other nominee, you must vote in accordance with the voting instructions provided to you by such bank, broker or other nominee, which include instructions for voting by Internet or telephone.

On behalf of the Board of Directors, I thank you for your continued support of ADMA Biologics, Inc.

Yours sincerely,

 

Adam S. Grossman

This proxy statement is dated April 15, 2025. Holders of record of the Company’s common stock at the close of business on April 8, 2025 are entitled to receive notice of, and to vote at, the Annual Meeting. Instructions on how to vote your shares are contained on the “Important Notice Regarding the Availability of Proxy Materials,” which is expected to be mailed on or about April 15, 2025.

To the Stockholders of ADMA Biologics, Inc. (“we,” “our” or the “Company”):

NOTICE IS HEREBY GIVEN that the 2025 annual meeting of stockholders of the Company (the “Annual Meeting”) will be held virtually at 10:00 a.m. Eastern Time on June 4, 2025.

The Company’s Board of Directors (the “Board”) has determined to hold a virtual annual meeting in order to facilitate stockholder attendance and participation by enabling stockholders to participate from any location and at no cost. We believe this is the right choice for the Company at this time, as it enables engagement with our stockholders, regardless of size, resources, or physical location. We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the Annual Meeting online and vote your shares electronically during the Annual Meeting by visiting www.virtualshareholdermeeting.com/ADMA2025. To participate in the virtual Annual Meeting, you will need the 16-digit control number included on your “Important Notice Regarding the Availability of Proxy Materials” proxy card or voting instruction form. The Annual Meeting webcast will begin promptly at 10:00 a.m. Eastern Time. We encourage you to access the Annual Meeting prior to the start time and you should allow ample time for the check-in procedures. We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting. A phone number where you can obtain technical assistance will be made available on the day of the Annual Meeting.

At the Annual Meeting, you will be asked to consider and vote upon the following proposals:

The foregoing items of business are more fully described in the accompanying proxy statement, which you should read in its entirety and carefully consider prior to casting any votes in connection with such proposals. The Board has set the close of business on April 8, 2025 as the record date (the “Record Date”) for determining stockholders entitled to notice of, and to vote at, the Annual Meeting. A list of the stockholders as of the Record Date will be available for inspection by stockholders, for any purpose germane to the Annual Meeting, at the Company’s offices and at the offices of Continental Stock Transfer & Trust Company, the Company’s independent stock transfer agent, during normal business hours for a period of 10 days prior to the Annual Meeting. The list will also be made available electronically upon request for inspection by stockholders in attendance at the virtual Annual Meeting.

All stockholders are cordially invited to attend the Annual Meeting virtually. Regardless of whether you plan to attend the Annual Meeting, we hope you will vote as soon as possible. Instructions on how to vote your shares via the Internet are contained on the “Important Notice Regarding the Availability of Proxy Materials,” which is expected to be mailed on or about April 15, 2025. Instructions on how to obtain a paper copy of our proxy statement and annual report to stockholders for the fiscal year ended December 31, 2024 are listed on the “Important Notice Regarding the Availability of Proxy Materials.” These materials can also be viewed online by following the instructions listed on our proxy card. If you choose to receive a paper copy of our proxy statement and annual report, you may vote your shares by completing and returning the proxy card that will be enclosed.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD

ON JUNE 4, 2025.

OUR PROXY STATEMENT AND ANNUAL REPORT FOR THE FISCAL YEAR

ENDED DECEMBER 31, 2024 ARE AVAILABLE AT WWW.PROXYVOTE.COM.

By Order of the Board of Directors

 

Adam S. Grossman

April 15, 2025

Ramsey, New Jersey

 

This proxy statement is being made available, beginning on or about April 15, 2025, to the owners of shares of common stock of ADMA Biologics, Inc. (the “Company,” “our,” “we,” or “ADMA”) as of April 8, 2025 in connection with the solicitation of proxies by our Board of Directors for our 2025 annual meeting of stockholders (the “Annual Meeting”). On or about April 15, 2025, we expect to send an “Important Notice Regarding the Availability of Proxy Materials” to our stockholders (the “Notice”). You will not automatically receive by mail our proxy statement and annual report to stockholders for the fiscal year ended December 31, 2024 (the “Annual Report”). If you would like to receive a printed copy of our proxy statement, Annual Report and proxy card, please follow the instructions for requesting such materials in the Notice. Upon request, we will promptly mail to you paper copies of such materials free of charge.

The following section addresses certain questions about this proxy statement and the proposals described herein, which are to be presented at the Annual Meeting.

The Annual Meeting will be held virtually at 10:00 a.m. Eastern Time on June 4, 2025. You will be able to attend and vote at the Annual Meeting via live webcast through the link www.virtualshareholdermeeting.com/ADMA2025.

The following questions and answers may not include all of the information that is important to you as a stockholder of the Company. We urge our stockholders to read this entire proxy statement and carefully consider such information before casting any votes with respect to the proposals presented herein.

In accordance with Securities and Exchange Commission (“SEC”) rules, instead of mailing a printed copy of our proxy materials, we may send an “Important Notice Regarding the Availability of Proxy Materials” to stockholders. All stockholders will have the ability to access the proxy materials on a website referred to in the notice or to request a printed set of these materials at no charge. You will not receive a printed copy of the proxy materials unless you specifically request one from us. Instead, the notice instructs you as to how you may access and review all of the important information contained in the proxy materials via the Internet and submit your vote via the Internet.

We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all stockholders regardless of location. We have designed the virtual Annual Meeting to provide substantially the same opportunities to participate as you would have at an in-person meeting. Detailed instructions on how to participate at the Annual Meeting may be found online at www.virtualshareholdermeeting.com/ADMA2025.

We are soliciting stockholder votes with respect to the following proposals:

For more information about these proposals, please see the sections entitled “The Director Election Proposal,” “The Auditor Ratification Proposal,” “The Say-on-Pay Proposal” and “The Say-on-Frequency Proposal.”

Only stockholders of record and beneficial owners of the Company’s common stock at the close of business on April 8, 2025 (the “Record Date”) are entitled to receive notice of, vote at and attend the Annual Meeting. At the close of business on the Record Date, there were 238,563,612 shares of our common stock issued and outstanding and entitled to vote at the Annual Meeting, held by five holders of record. Each outstanding share of the Company’s common stock as of the Record Date entitles its holder to cast one vote on each matter to be voted upon.

Certain of our stockholders hold or may in the future hold their shares of common stock beneficially through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares owned beneficially and those held of record.

Beneficial Owner: If your shares of common stock are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you together with a voting instruction card by your bank, broker or other nominee, as the case may be. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote. The voting instruction card from your bank, broker or other nominee contains voting instructions for you to use in directing the bank, broker or other nominee how to vote your shares, which include instructions for voting by Internet or telephone.

Because a beneficial owner is not the stockholder of record, you may not vote your shares of common stock at the Annual Meeting unless you obtain a “legal proxy” from the bank, broker or other nominee that holds your shares giving you the right to vote the shares at the Annual Meeting.

Stockholder of Record: If your shares of common stock are registered directly in your name with us or our stock transfer agent, Continental Stock Transfer & Trust Company (“Continental”), you are considered the stockholder of record with respect to those shares and these proxy materials are being sent directly to you by the Company. As the stockholder of record, you have the right to direct a proxy holder how to vote your shares at the Annual Meeting by following the instructions located at www.virtualshareholdermeeting.com/ADMA2025. You can authorize your proxy or, if you have requested that the proxy materials be sent to you by mail, timely return the proxy card enclosed.

Stockholders of record and beneficial owners as of the Record Date can attend the Annual Meeting online by logging onto our virtual forum at www.virtualshareholdermeeting.com/ADMA2025 and following the instructions provided on your proxy card, vote instruction card or “Important Notice Regarding the Availability of Proxy Materials.” To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card, voter instruction card or “Important Notice Regarding the Availability of Proxy Materials.” If you do not have this control number at the time of the Annual Meeting, you will still be able to attend virtually, but you will not be able to vote.

The virtual Annual Meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Attendees should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the virtual Annual Meeting. Attendees should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the virtual Annual Meeting.

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting. A phone number where you can obtain technical assistance will be made available on the day of the Annual Meeting.

The presence of a quorum is required for business to be conducted at the Annual Meeting. In accordance with Delaware law and our Amended and Restated Bylaws (“Bylaws”), the presence at the Annual Meeting, through virtual attendance or by proxy, of the holders of a majority of the shares of common stock outstanding as of the Record Date and entitled to vote shall constitute a quorum. As of the Record Date, 238,563,612 shares of our common stock were outstanding and entitled to vote. If you submit a properly executed proxy card, regardless of whether you abstain from voting, your shares represented by such proxy card will be considered in determining the presence of a quorum.

You may vote at the Annual Meeting by following the instructions posted at www.virtualshareholdermeeting.com/ADMA2025 or by mail, Internet, or telephone. If you hold your shares of common stock in “street name” through a bank, broker, or other nominee, you must vote in accordance with the voting instructions provided to you by such bank, broker, or other nominee, which include instructions for voting by Internet or telephone.

Voting by Mail: If you are a holder of record of common stock and choose to vote by mail, simply complete, sign and date your proxy card and mail it in the accompanying pre-addressed envelope to Broadridge Financial Solutions, Inc. (“Broadridge”). If you hold common stock beneficially in “street name” and choose to vote by mail, you must complete, sign and date the voting instruction card provided by your bank, broker, or other nominee and mail it in the accompanying pre-addressed envelope within the specified time period.

Voting by Internet: If you are a holder of record of common stock and choose to vote by Internet, go to www.proxyvote.com and follow the instructions to obtain your records and to create an electronic voting instruction form to transmit your voting instructions. You must have your proxy card or Notice in hand when you access the website and you must transmit your voting instructions by 11:59 p.m. Eastern Time on June 3, 2025, the day before the Annual Meeting.

Voting by Telephone: If you are a holder of record of common stock and choose to vote by telephone, simply use any touch-tone telephone to transmit your voting instructions by calling the following number: 1-800-690-6903 and following the instructions. You must have your proxy card or Notice in hand when you call and you must transmit your voting instructions by 11:59 p.m. Eastern Time on June 3, 2025, the day before the Annual Meeting.

Voting at the Annual Meeting: If you attend the virtual Annual Meeting, you will be able to vote online at www.virtualshareholdermeeting.com/ADMA2025.

Even if you plan to attend the Annual Meeting, we recommend that you submit your proxy or voting instructions in advance as described above, so that your vote will be counted if you later decide not to attend the Annual Meeting. Any vote properly cast at the Annual Meeting will supersede any previously submitted proxy or voting instructions. For additional information, please see “Can I change my vote or revoke my proxy after I return my proxy card?” below.

If you give instructions as to your proxy appointment to the Annual Meeting by telephone or through the Internet, such instructions must be received by 11:59 p.m. Eastern Time on June 3, 2025, the day before the Annual Meeting. If you mail your executed proxy card for the Annual Meeting, such proxy card must be received by June 3, 2025. If you give instructions as to your proxy appointment to the Annual Meeting, such instructions must be received on June 4, 2025 at the Annual Meeting before the voting commences.

The recommendations of the Board are set forth after the description of each proposal in this proxy statement. In summary, the Board recommends a vote:

Your shares will be voted as you indicate on the proxy card or voting instruction form, as applicable. If you return your signed proxy card but do not mark the boxes indicating how you wish to vote, your shares will be voted as recommended by the Board on those items. See the question above entitled “How does the Board of Directors recommend I vote on the proposals?” Your shares will be voted in accordance with the discretion of the proxyholders as to any other matter that is properly presented at the Annual Meeting.

For stockholders of record: If you are the stockholder of record and you do not vote by proxy card or virtually at the Annual Meeting, your shares will not be voted at the Annual Meeting.

For holders in street name: If your shares are held in street name, your shares may be voted even if you do not provide the brokerage firm with voting instructions. Subject to applicable Nasdaq Stock Market LLC (“Nasdaq”), New York Stock Exchange and SEC rules, brokers or other nominees who hold shares for a beneficial owner have the discretion to vote on “routine” proposals (such as the Auditor Ratification Proposal) when they have not received voting instructions.

When a proposal is not a routine matter and you have not provided voting instructions to the brokerage firm with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. The missing votes for these non-routine matters are called “broker non-votes.” Broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting, but will not be counted for purposes of determining the number of votes present or represented by proxy and entitled to vote with respect to the proposals presented in this proxy statement. The Director Election Proposal, the Say-on-Pay Proposal, and the Say-on-Frequency Proposal are considered non-routine matters and the Auditor Ratification Proposal is considered a routine matter. Accordingly, a broker non-vote will have “NO EFFECT” on the outcome of voting on the Director Election Proposal, the Say-on-Pay Proposal, or the Say-on-Frequency Proposal, and broker non-votes are “NOT APPLICABLE” to the Auditor Ratification Proposal.

Yes. Even after you have submitted your proxy, you may change your vote at any time before the proxy is exercised at the Annual Meeting. If you are a stockholder of record as of the Record Date, regardless of the way in which you submitted your original proxy, you may change it by:

If your shares of common stock are held through a bank, broker, or other nominee, you will need to contact that nominee if you wish to change your voting instructions. You may also vote virtually at the Annual Meeting if you obtain a “legal proxy” as described in the answer to the question above entitled “How do I vote? – Voting at the Annual Meeting.” Mere attendance at the Annual Meeting will not cause your previously granted proxy to be revoked.

Directors will be elected by a plurality of the votes of the shares of ADMA’s common stock present in person, by remote communication, if applicable, or represented by proxy at the Annual Meeting and entitled to vote generally on the election of directors, assuming the presence of a quorum at the Annual Meeting. This means that the two nominees receiving the highest number of shares voted “FOR” their election will be elected as directors. You may vote for all the director nominees, withhold authority to vote your shares for all the director nominees or withhold authority to vote your shares with respect to any one or more of the director nominees. Withholding authority to vote your shares with respect to one or more director nominees will have NO EFFECT on the election of those nominees. Broker non-votes will have NO EFFECT on the election of the nominees.

Approval of the Auditor Ratification Proposal requires the affirmative vote of the holders of a majority of the shares of ADMA’s common stock present in person, by remote communication, or represented by proxy at the Annual Meeting and entitled to vote generally on the subject matter, assuming the presence of a quorum at the Annual Meeting. Abstentions for this proposal will be counted as a vote AGAINST such proposal. This means that the number of votes cast “FOR” must exceed the number of votes cast “AGAINST” plus any abstentions for such proposal to be approved. The Auditor Ratification Proposal is considered a “routine” matter, so brokers will have the discretion to vote uninstructed shares on behalf of beneficial owners with respect to this proposal. As such, we do not expect any broker non-votes for this proposal.

Approval of the Say-on-Pay Proposal requires the affirmative vote of the holders of a majority of the shares of ADMA’s common stock present in person, by remote communication, or represented by proxy at the meeting and entitled to vote generally on the subject matter, assuming the presence of a quorum at the Annual Meeting. Abstentions for this proposal will be counted as a vote AGAINST such proposal. This means that the number of votes cast “FOR” must exceed the number of votes cast “AGAINST” plus any abstentions for such proposal to be approved. The Say-on-Pay Proposal is considered a “non-routine” matter, and therefore broker non-votes will have NO EFFECT on the outcome of this proposal.

With respect to the Say-on-Frequency Proposal, the frequency options of every “1 YEAR, “2 YEARS” and “3 YEARS” that receives the highest number of votes cast by stockholders present in person, by remote communication, or represented by proxy at

the Annual Meeting and entitled to vote thereon will be the frequency for the advisory vote on the compensation for our named executive officers that has been selected by stockholders, assuming the presence of a quorum at the Annual Meeting. Broker non-votes and abstentions will not be included in the total votes cast and will not affect the results of the vote on this proposal.

Notwithstanding the vote standards described herein, please be advised that the Auditor Ratification Proposal, Say-on-Pay Proposal, and Say-on-Frequency Proposal are advisory only and will not be binding on the Company or the Board and will not create or imply any change in the fiduciary duties of, nor impose any additional fiduciary duty on, the Company or the Board. However, the Board, Compensation Committee and/or Audit Committee, as the case may be, will take into account the outcome of the votes when considering what action, if any, should be taken in response to the advisory vote by stockholders.

Other than the items of business described in this proxy statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxyholders will have the discretion to vote your shares of common stock on any additional matters properly presented for a vote at the Annual Meeting or any adjournment, adjournments or postponement of the Annual Meeting.

Our Board is asking you to give your proxy to Adam S. Grossman, President and Chief Executive Officer, and Brad L. Tade, Chief Financial Officer and Treasurer. Giving your proxy to Messrs. Grossman and Tade means that you authorize Messrs. Grossman and Tade, either of them or their duly appointed substitutes, to vote your shares at the Annual Meeting in accordance with your instructions. All valid proxies received prior to the Annual Meeting will be voted. All shares represented by a proxy will be voted, and where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, then the shares will be voted in accordance with the Board’s recommendations.

Proxies may be solicited on behalf of the Board, without additional compensation, by the Company’s directors and certain executive officers or employees of the Company.

We will pay the cost of soliciting proxies. Our directors, officers and other employees, without additional compensation, may solicit proxies personally or in writing, by telephone, e-mail, or otherwise. We are required to request that any brokers, trustees and other nominees who hold shares in their names furnish our proxy materials to the beneficial owners of the shares, and we must reimburse these brokers, trustees and other nominees for the expenses of doing so in accordance with statutory fee schedules.

The Company’s Bylaws provide that the authorized number of directors of the Company shall not be less than one nor more than nine. The Board is authorized to increase or decrease the total number of directors within the limitations prescribed by the Company’s Bylaws. The Company’s Bylaws and the Second Amended and Restated Certificate of Incorporation of ADMA Biologics, Inc., as amended to date (the “Charter”), divide the Board into three classes with staggered three-year terms. Seven directors are currently serving on the Board.

At the Annual Meeting, stockholders will be asked to elect two Class III directors for a three-year term expiring at the annual meeting of stockholders in 2028. The Class III nominees, whose term of office will expire at the annual meeting in 2028 if reelected, are Jerrold B. Grossman, D.P.S. and Lawrence P. Guiheen. If Dr. Grossman and Mr. Guiheen are reelected as Class III directors at the Annual Meeting pursuant to this proposal, then the Board will continue to consist of seven directors.

The Board has nominated Dr. Grossman and Mr. Guiheen upon the recommendation of our Governance and Nominations Committee. Proxies solicited by or on behalf of the Board will, unless otherwise directed, be voted to elect Dr. Grossman and Mr. Guiheen. Dr. Grossman and Mr. Guiheen have each indicated a willingness to continue to serve for the term to which they have been nominated, if elected. In case any nominee is not a candidate at the Annual Meeting, the proxies named in the enclosed form of proxy intend to vote in favor of the remaining nominees and to vote for a substitute nominee in their discretion in such class, as they shall determine. Set forth below is certain information about each of Dr. Grossman and Mr. Guiheen, including their age, principal occupation and business experience for at least the past five years and the names of other publicly held companies on whose boards they serve or have served during the past five years. Other than with respect to Dr. Jerrold B. Grossman, who is the father of Mr. Adam S. Grossman, our President, Chief Executive Officer and a Class II Director, there are no family relationships among any of our directors, the nominees for director or our executive officers.

Assuming the presence of a quorum at the Annual Meeting, directors will be elected by a plurality of the shares present in person, by remote communication, if applicable, or represented by proxy and entitled to vote generally on the election of directors. Thus, the two nominees with the greatest number of “FOR” votes will be elected.

After careful consideration, the Board determined that election of each of the nominees for director named above is advisable and in the best interests of ADMA and its stockholders. On the basis of the foregoing, the Board has approved and declared advisable the election of each of the nominees for director named above and unanimously recommends that you vote “FOR” the election of each of the nominees for director named above.

Our Board has determined that each of Steven A. Elms, Alison C. Finger, Lawrence P. Guiheen, Young T. Kwon, PhD and Eduardo Rene Salas is independent as that term is defined under the applicable independence listing standards of Nasdaq.

Our Board includes members who are designated nominees of certain of our stockholders. Mr. Elms is currently the designated nominee of Aisling Capital and Dr. Jerrold B. Grossman is currently the designated nominee of Hariden, LLC (“Hariden”), an entity controlled by Adam S. Grossman. In February 2012, we completed a private placement (the “2012 Financing”). As lead investors in the 2012 Financing, each of Aisling Capital and Hariden are entitled to designate one nominee to our Board for as long as each such entity owns 50% of the shares of common stock that it owned immediately following the closing of the 2012 Financing.

Our Board evaluates its leadership structure and role in risk oversight on an ongoing basis.

Our Board is currently composed of seven directors, five of whom are independent, in accordance with the Nasdaq independence listing standards. If the director nominees are each reelected, the Company’s Board will consist of seven directors. Presently, the Board has the following standing committees: Audit Committee, Compensation Committee, and Governance and Nominations Committee. Each of the standing committees is comprised solely of independent directors. In accordance with Nasdaq rules, our Audit Committee is responsible for overseeing risk management and updates the full Board periodically.

To assure effective and independent oversight of management, our Board currently operates with the roles of President and Chief Executive Officer on the one hand and Chairman of the Board on the other separated in recognition of the differences between these roles in the management of the Company. Although our Board does not have a policy as to whether the same individual may serve as both Chairman and President and Chief Executive Officer, or if the roles must be separate, our Board believes that its current leadership structure provides the most effective leadership model for our Company, as it promotes balance between the Board’s independent authority to oversee our business and the President and Chief Executive Officer and his management team, which manages the business on a day-to-day basis. The President and Chief Executive Officer has overall responsibility for all aspects of our operation, while the Chairman has a greater focus on governance of the Company, including oversight of the Board. We believe this balance of shared leadership between the two positions is a strength for the Company. As our Chairman, Mr. Elms calls and chairs regular and special meetings of the Board, chairs and presides at annual or special meetings of stockholders, provides meaningful input into the agenda of Board meetings, authorizes the retention of outside advisors, consultants and legal counsel who report directly to the Board and consults frequently with committee chairs. Additionally, by permitting more effective monitoring and objective evaluation of the President and Chief Executive Officer’s performance, this structure increases the accountability of the President and Chief Executive Officer. A separation of the President and Chief Executive Officer and Chairman roles also prevents the former from controlling the Board’s agenda and information flow, thereby reducing the likelihood that the President and Chief Executive Officer would abuse his power.

The Board, acting primarily through the Audit Committee, is also responsible for oversight of our risk management practices, while management is responsible for the day-to-day risk management processes. This division of responsibilities is the most effective approach for addressing the risks facing the Company, and the Company’s board leadership structure supports this approach. Through our President and Chief Executive Officer, and other members of management, the Board receives periodic reports regarding the risks facing the Company. In addition, the Audit Committee assists the Board in its oversight role by receiving periodic reports regarding our risk and control environment.

The Compensation Committee reviews the Company’s compensation practices to confirm that they do not create risks likely to have a material adverse effect on the Company. This review includes comparing the compensation practices of the Company with peer companies in the life sciences sector as well as ensuring that the compensation packages of key executives are tied to the long-term success of the Company and therefore correlated to increases in stockholder value.

The Board held a total of five meetings during the fiscal year ended December 31, 2024. During the fiscal year ended December 31, 2024, no incumbent director attended fewer than 75% of the aggregate of all meetings of the Board held during the period in which he or she served as a director and the total number of meetings held by the committee on which he or she served during the period. Members of our Board are invited and encouraged to attend each annual meeting of stockholders, and each director then serving on the Board, with the exception of former director Bryant Fong, attended the prior annual meeting of stockholders held on June 4, 2024 in person or by teleconference.

Our Board currently has three standing committees: an Audit Committee, a Compensation Committee and a Governance and Nominations Committee. These committees, their principal functions and their respective memberships are described below.

The current members of our Audit Committee are Dr. Kwon (Chairman), and Messrs. Guiheen and Salas. The composition and responsibilities of the Audit Committee, as reflected in its charter, are intended to be in accordance with applicable rules of the SEC for corporate audit committees and listing requirements of Nasdaq. Our Board has determined that each Audit Committee member meets the definition of an independent director as defined by the applicable Nasdaq listing standards and the additional independence criteria for members of audit committees specified in the Nasdaq listing standards and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Board has determined that Dr. Kwon qualifies as an “audit committee financial expert,” as such term is defined by SEC rules.

The Audit Committee was established in accordance with section 3(a)(58)(A) of the Exchange Act. The primary functions of the Audit Committee are to: (i) review the financial reports and other financial information prepared by the Company for submission to any governmental or regulatory body or the public and monitor the integrity of such financial reports; (ii) review the Company’s systems of internal controls established for finance, accounting, legal compliance and ethics; (iii) review the Company’s accounting and financial reporting processes generally and the audits of the financial statements of the Company; (iv) monitor compliance with legal regulatory requirements; (v) monitor the independence and performance of the Company’s independent registered public accounting firm; and (vi) provide effective communication between the Board, senior and financial management and the Company’s independent registered public accounting firm. The Audit Committee meets regularly with our independent registered public accounting firm without management present, and from time to time with management in separate private sessions, to discuss any matters that the Audit Committee or these individuals believe should be discussed privately with the Audit Committee, including any significant issues or disagreements that may arise concerning our accounting practices or financial statements. In addition, the Audit Committee assists the Board in its oversight role by receiving periodic reports regarding our risk and control environment.

The Audit Committee is also responsible for addressing matters of accounting policy with our independent registered public accounting firm. In discharging its role, the Audit Committee is empowered to investigate any matter within the scope of its responsibilities with full access to all of our books, records, facilities and personnel. The Audit Committee also has the power to retain special legal, accounting and other advisors as it deems necessary to carry out its duties. In 2024, the Audit Committee retained the services of BDO USA, LLP, as a Sarbanes-Oxley advisor, to assist with the Company’s internal controls related to the Company’s compliance with Sarbanes-Oxley Section 404A.

The Audit Committee held six meetings during the year ended December 31, 2024. A copy of the Audit Committee’s charter is posted on our website at www.admabiologics.com.

The members of our Board’s Compensation Committee are Dr. Kwon (Chairman), Mr. Guiheen and Ms. Finger. Our Board has determined that all members of the Compensation Committee are independent directors.

The Compensation Committee is responsible for ensuring that the Company’s compensation programs are: (i) effective in attracting and retaining the Company’s President and Chief Executive Officer, the Company’s other executive officers, the Company’s other officers and the Company’s non-management directors; (ii) administered fairly and in our stockholders’ interests; and (iii) in compliance with the applicable compensation rules, regulations and guidelines promulgated by Nasdaq, the SEC, the Internal Revenue Service and other laws, as amended from time to time. The Compensation Committee reviews and recommends to the Board appropriate executive compensation policies, compensation of the directors and officers and executive and employee benefit plans and programs, and is responsible for overseeing such policies, compensation programs and plans approved by the Board and, where appropriate, by our stockholders.

The Board determines, based on the recommendations of the Compensation Committee, the compensation of our President and Chief Executive Officer, including salary, bonus, equity awards, retention awards and certain other arrangements. The President and Chief Executive Officer, or any other executive officer for whom compensation is being discussed or determined, is not permitted to be present at meetings at which their respective compensation or performance is discussed or determined.

Under the Compensation Committee Charter, our President and Chief Executive Officer and our Chairman of the Board may recommend to the Compensation Committee individual compensation awards for our officers. The Compensation Committee would then have to review the recommendation and make its own recommendation to the Board.

The Compensation Committee may also form, and delegate such power and authority to, subcommittees when deemed appropriate; provided that the Compensation Committee may not delegate any power or authority required by any law, regulation or listing standard to be exercised by the Compensation Committee as a whole; provided further that no such subcommittee shall consist of fewer than two members. In addition, the Compensation Committee may retain special legal counsel, compensation or other consultants to advise it on compensation matters or as it deems appropriate.

The Compensation Committee held seven meetings during the year ended December 31, 2024. A copy of the Compensation Committee’s charter is posted on our website at www.admabiologics.com.

The members of our Board’s Governance and Nominations Committee are Messrs. Guiheen (Chairman) and Elms, and Ms. Finger. Our Board has determined that all members of the Governance and Nominations Committee are independent directors as defined by the applicable Nasdaq listing standards.

The Governance and Nominations Committee’s role and responsibilities are set forth in the Governance and Nominations Committee’s written charter and include: (i) evaluating and making recommendations to the full Board the persons to be nominated for election as directors at any meeting of stockholders and the persons to be elected by the Board to fill any vacancies on the Board; (ii) developing and recommending to the Board a set of corporate governance principles and a code of conduct applicable to the Company; and (iii) overseeing the evaluation of the Board through annual assessment by the Governance and Nominations Committee of the performance of each member of the Board. In evaluating the independence of directors, the Governance and Nominations Committee considers many factors and has taken the position that a director may be considered independent despite being affiliated with a significant stockholder.

In identifying candidates for membership on the Board, the Governance and Nominations Committee takes into account all factors it considers appropriate, which may include (a) ensuring that the Board, as a whole, is diverse and consists of individuals of varying gender, origin and backgrounds with various and relevant career experience, relevant technical skills, education, industry knowledge and experience, financial expertise (including expertise that could qualify a director as an “audit committee financial expert,” as that term is defined by the rules of the SEC), local or community ties; and (b) minimum individual qualifications, including strength of character, mature judgment, familiarity with the Company’s business and industry, independence of thought and an ability to work collegially. The Governance and Nominations Committee has instituted a policy whereby diversity, including diversity of gender, origin and background, became a key consideration when identifying candidates for membership on the Board. The Governance and Nominations Committee also may consider the extent to which the candidate would fill a present need on the Board.

The Company believes that the continuing service of qualified incumbents promotes stability and continuity in the boardroom, contributing to the ability of the Board to work as a collective body, while giving the Company the benefit of the familiarity and insight into the Company’s affairs that its directors have accumulated during their tenure. Accordingly, the process of the Governance and Nominations Committee for identifying nominees reflects the Company’s practice of re-nominating incumbent directors who continue to satisfy the Governance and Nominations Committee’s criteria for membership on the Board, whom the Governance and Nominations Committee believes continue to make important contributions to the Board and who consent to continue their service on the Board. The Governance and Nominations Committee will identify or solicit recommendations for new candidates when there is no qualified and available incumbent.

The Governance and Nominations Committee will consider nominees recommended by stockholders. There are no differences in the manner in which the committee evaluates nominees for director based on whether the nominee is recommended by a stockholder or by the Governance and Nominations Committee. Stockholders who would like to have our Governance and Nominations Committee consider their recommendations for nominees for the position of director should submit their recommendations, in a timely manner and in accordance with the procedures set forth below, in writing to: Corporate Secretary, ADMA Biologics, Inc., 465 State Route 17, Ramsey, New Jersey 07446.

For nominations, a stockholder’s notice must include: (i) as to each person whom the stockholder proposes to nominate for election as a director, (A) the name, age, business address and residential address of such person, (B) the principal occupation or employment of such person, (C) the class and number of shares of stock of the Company that are owned of record and beneficially owned by such person, (D) the date or dates on which such shares were acquired and the investment intent of such acquisition, (E) such other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors or is otherwise required by the rules and regulations of the SEC promulgated under the Exchange Act, and (F) the written consent of the nominee to be named in the proxy statement as a nominee and to serve as a director if elected; and (ii) as to the stockholder giving the notice, (A) the name, business address, and residential address, as they appear on our stock transfer books, of the nominating stockholder, (B) a representation that the nominating stockholder is a stockholder of record or beneficial owner, as the case may be, and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, (C) the class and number of shares of stock of the Company beneficially owned and of record by the nominating stockholder, (D) a description of all arrangements or understandings between the nominating stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the nominating stockholder, (E) the name and address of any other stockholder, to the extent known by the nominating stockholder, supporting the proposal on the date of the stockholder’s notice, (F) a representation as to whether the nominating stockholder intends to deliver a proxy statement and form of proxy to holders of a sufficient number of holders of the Company’s voting shares to elect such nominee or nominees and (G) a description of all Derivative Transactions (as such term is defined in the Bylaws) made by each nominating stockholder during the prior twelve months.

The Governance and Nominations Committee held one meeting during the year ended December 31, 2024. A copy of the Governance and Nominations Committee’s charter is posted on our website at www.admabiologics.com.

We are committed to quality, innovation and above all, ethical professional conduct. Our Code of Ethics and Business Conduct Standards, as amended and restated in October 2021 (the “Code”), applies to all directors, officers and employees of the Company, including our principal executive officer, principal financial officer, principal accounting officer and controller or persons performing similar functions, and contains the general guidelines for conducting the business of the Company and its subsidiaries and affiliates.

It is the policy of the Company to conduct its business in a matter that meets the highest ethical and moral standards and to strictly comply with all laws and regulations governing its operations. The overall purpose of the Code is to promote compliance with general guidelines for conducting the business of the Company consistent with the understanding of Company personnel of the Company’s standards of ethical business practices, laws, rules and regulations. The Code includes provisions related to compliance with all laws and regulations governing its operations, compliance with Regulation FD promulgated under the Exchange Act, conduct regarding business activity (including conflicts of interest, corporate opportunities, loans to directors, officers and employees, entertainment and gifts, political contributions, insider trading and tipping, communications, acting in the best interest of the Company and non-disparagement, confidentiality, fair dealing, antitrust, accuracy of Company records and representations, record retention, environment, health and general safety matters, including the Company’s commitment to providing a safe, orderly, diverse and tolerant work environment that is free of any discrimination or harassment), conduct regarding outside activity (including responsible citizenship and political activity), conduct regarding the use and protection of the Company’s assets (including professional and personal use of the Company’s information systems and assets), waivers of the Code, administration of the Code, and encourages contact with the Company’s Corporate Compliance Officer.

All of our directors, officers and employees are expected to be familiar with the Code and to adhere to those principles and procedures set forth in the Code that apply to them. The Company has posted the Code, and will post any amendments to the Code, as well as any waivers that are required to be disclosed by the rules of the SEC, on the Company’s website at www.admabiologics.com.

The Company’s Insider Trading Policy, effective September 2024, applies to all employees, directors, and officers of the Company and its subsidiaries, among others. Under the Insider Trading Policy, transactions in puts, calls, or other derivative securities involving the Company’s equity securities, as well as hedging transactions involving the Company’s equity securities, such as collars and forward sale contracts, are prohibited. The Company believes that the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. A copy of our Insider Trading Policy is filed with the Company’s Annual Report filed with the SEC on March 18, 2025, as Exhibit 19.1. In addition, with respect to the Company transacting in its own securities, it is the Company’s policy to comply with federal securities laws.

The Company has no standalone policy regarding hedging the economic risks designed to hedge or offset any decrease in the market value of the Company’s common stock of equity ownership for its employees, including the executive team, or directors of the Company.

The Company’s Insider Trading Policy prohibits employees, including executive officers, and directors from engaging in transactions where such insider is aware of material non-public information. The policy also prohibits directors and executive officers from engaging in short sale transactions in the Company’s common stock.

Any stockholder or other interested party who wishes to communicate directly with the Board as a group or any individual member of the Board, including any of our independent directors, should write to: The Board of Directors, c/o ADMA Biologics, Inc., 465 State Route 17, Ramsey, New Jersey 07446, Attention: Corporate Secretary.

Relevant communications will be distributed to any or all directors as appropriate depending on the facts and circumstances outlined in the individual communication. In accordance with instructions from the Board, the Corporate Secretary reviews all correspondence, organizes the communications for review by the Board and distributes such communications to the full Board, to the independent directors or to one or more individual members, as appropriate. The Corporate Secretary may also forward certain correspondence elsewhere within our Company for review and possible response. In addition, at the request of the Board, communications that do not directly relate to our Board’s duties and responsibilities as directors will be excluded from distribution. Such excluded items include, among others, “spam,” advertisements, mass mailings, form letters, and email campaigns that involve unduly large numbers of similar communications; solicitations for goods, services, employment or contributions; and surveys. Additionally, communications that appear to be unduly hostile, intimidating, threatening, illegal or similarly inappropriate will also be screened for omission. Any excluded communication will be made available to any director upon his or her request.

The following table sets forth information regarding the beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act) of our stock as of March 31, 2025, except as noted below, by:

Shares of our common stock subject to options, warrants, restricted stock units (“RSUs”) or other rights currently exercisable or exercisable or expected to vest within 60 days of March 31, 2025, are deemed to be beneficially owned and outstanding for purposes of computing the share ownership and percentage of the person holding such options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other person. Except as indicated in the footnotes below, each holder listed below possesses sole voting and/or investment power with respect to their shares of stock and such holder’s address is c/o ADMA Biologics, Inc., 465 State Route 17, Ramsey, New Jersey 07446. An asterisk (*) denotes less than 1% of ownership of stock. The information is not necessarily indicative of beneficial ownership for any other purpose. Percentage ownership calculations for beneficial ownership are based on an aggregate of 238,532,252 shares of common stock outstanding as of March 31, 2025. This table does not give effect to any transactions by any of the persons below that have occurred after March 31, 2025, or the ownership.

Our Audit Committee has appointed KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025. In connection with this appointment, KPMG LLP will examine and report to stockholders on the consolidated financial statements of the Company and its subsidiaries for 2025.

Although stockholder ratification of the appointment of our independent registered public accounting firm is not required by our Bylaws or otherwise, the Board has put this proposal before the stockholders because it believes that seeking stockholders’ ratification of the Audit Committee’s appointment of our independent registered public accounting firm is good corporate practice. This vote is only advisory, however, because the Audit Committee has the sole authority to retain and dismiss our independent registered public accounting firm. If the appointment of KPMG LLP is not ratified, the Audit Committee will evaluate the basis for the stockholders’ vote when determining whether to continue the firm’s engagement. Even if the appointment is ratified, the Audit Committee in its sole discretion may direct the appointment of a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company and its stockholders.

Representatives of KPMG LLP are expected to be present at the Annual Meeting and are expected to be available to respond to appropriate questions from stockholders. They also will have the opportunity to make a statement if they desire to do so.

The Auditor Ratification Proposal requires the affirmative vote of the holders of a majority of the shares of common stock present in person, by remote communication, or represented by proxy at the Annual Meeting and entitled to vote generally on the subject matter to be approved. This means that the number of votes cast “FOR” must exceed the number of votes cast “AGAINST” plus any abstentions for this Auditor Ratification Proposal to be approved.

After careful consideration, the Board determined that ratification of the Audit Committee’s appointment of KPMG LLP as our independent registered public accounting firm for 2025 is advisable and in the best interests of ADMA and its stockholders. On the basis of the foregoing, the Board has approved and declared advisable the ratification of the Audit Committee’s appointment of KPMG LLP as our independent registered public accounting firm for 2025 and recommends that you vote “FOR” the ratification of the Audit Committee’s appointment of KPMG LLP as our independent registered public accounting firm for 2025.

As previously reported on the Company’s Current Report on Form 8-K, filed with the SEC on October 9, 2024 (the “Change of Auditor Current Report”), CohnReznick LLP (“CohnReznick”), resigned as the Company’s independent registered public accounting firm effective as of November 7, 2024 (the “Resignation Date”), the date the Company completed the filing of its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024.

CohnReznick is not required to obtain, and did not seek, the Company’s consent to its decision to resign as the Company’s independent registered public accounting firm. As a result, neither the Board nor the Audit Committee took part in CohnReznick’s decision to provide its notice of resignation.

CohnReznick’s reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2023 and 2022 and on the Company’s internal control over financial reporting as December 31, 2023, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. Furthermore, during the Company’s two most recent fiscal years and through the Resignation Date, there have been no disagreements with CohnReznick as that term is defined in Item 304(a)(1)(iv) of Regulation S-K on any matter of accounting principles or practices,

financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to CohnReznick’s satisfaction, would have caused CohnReznick to make reference to the subject matter of the disagreement in connection with its reports on the Company’s financial statements or internal control over financial reporting.

For the fiscal years ended December 31, 2023 and 2022 and through the Resignation Date, there were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.

The Company provided to CohnReznick the disclosure contained in the Change of Auditor Current Report and requested CohnReznick furnish a letter addressed to the SEC stating whether it agrees with the statements made by the Company (the “CohnReznick Letter”), and, if not, stating the respects in which it does not agree. The CohnReznick Letter has been filed as Exhibit 16.1 to the Change of Auditor Current Report.

On October 31, 2024, the Company and KPMG LLP executed an agreement pursuant to which KPMG LLP was engaged to serve as the Company’s new independent registered public accounting firm effective upon the filing of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024. KPMG’s engagement included an audit of the Company’s consolidated financial statements for the fiscal year ending December 31, 2024, which were filed as part of the Company’s Annual Report.

The following table summarizes the aggregate fees billed by our independent registered public accounting firm to us for each of the years ended December 31, 2024 and 2023. Since November 7, 2024, KPMG LLP has served as our independent registered public accounting firm. A description of these fees and services follows the table.

Our Audit Committee requires pre-approval of all audit and non-audit services in one of two methods. Under the first method, the engagement to render the services would be entered into pursuant to pre-approval policies and procedures established by the Audit Committee, provided (i) the policies and procedures are detailed as to the services to be performed, (ii) the Audit Committee is informed of each service, and (iii) such policies and procedures do not include delegation of the Audit Committee’s responsibilities under the Exchange Act to the Company’s management. Under the second method, the engagement to render the services would be presented to and pre-approved by the Audit Committee (subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act that are approved by the Audit Committee prior to the completion of the audit). The Chairperson of the Audit Committee has the authority to grant pre-approvals of audit and permissible non-audit services by the independent registered public accounting firm, provided that all pre-approvals by the Chairperson must be presented to the full Audit Committee at its next scheduled meeting. The Audit Committee considers, among other things, whether the provision of such audit or non-audit services is consistent with applicable regulations regarding maintaining auditor

independence, whether the provision of such services would impair the independent registered public accounting firm’s independence and whether the independent registered public accounting firm is best positioned to provide the most effective and efficient service.

The following Report of the Audit Committee shall not be deemed incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent we specifically incorporate it by reference therein.

The Audit Committee reviews our financial reporting process on behalf of our Board. Management has the primary responsibility for the financial statements, the reporting process and maintaining our system of internal control over financial reporting. Our independent registered public accounting firm was engaged to audit and express opinions on the conformity of our financial statements to accounting principles generally accepted in the United States of America and on the effectiveness of our internal control over financial reporting.

The Audit Committee of the Board has:

Based on the Audit Committee’s review of the audited financial statements and discussions with management and KPMG LLP, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report for the fiscal year ended December 31, 2024 for filing with the SEC.

Submitted by the members of the Audit Committee:

Young T. Kwon, PhD (Chairman)

Lawrence P. Guiheen

Eduardo Rene Salas

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Section 14A of the Exchange Act requires all public companies to hold a separate non-binding advisory stockholder vote to approve the compensation of named executive officers as reported in this proxy statement (commonly known as the “Say-on-Pay” vote).

The advisory vote on executive compensation is a non-binding vote on the compensation of our named executive officers, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure, set forth in this proxy statement. The advisory vote on executive compensation is not a vote on our general compensation policies, the compensation of our Board, or our compensation policies as they relate to risk management.

The Compensation Committee of our Board oversees and administers our executive compensation program, including the evaluation and approval of compensation plans, policies and programs offered to our named executive officers. The Compensation Committee has designed the executive compensation program for our named executive officers to meet the following objectives:

We believe our approach to goal setting and setting of targets with payouts based upon performance results assists in mitigating excessive risk-taking that could harm our value or reward poor judgment by our executives. Several features of our programs reflect sound risk management practices. We believe we have allocated our compensation among base salary and short and long-term compensation target opportunities in such a way as to not encourage excessive risk-taking.

The vote solicited by this Say-on-Pay Proposal is advisory, and therefore is not binding on the Company, our Board or our Compensation Committee. The outcome of the vote will not require the Company, our Board or our Compensation Committee to take any action, and will not be construed as overruling any decision by the Company or the Board.

Furthermore, because this non-binding, advisory resolution primarily relates to the compensation of our named executive officers that has already been paid or contractually committed, there is generally no opportunity for us to revisit these decisions. However, our Board, including our Compensation Committee, values the opinions of our stockholders and, to the extent there is any significant vote against the executive officer compensation as disclosed in this proxy statement, we consider our stockholders’ concerns and evaluate what actions, if any, may be appropriate to address those concerns.

Stockholders will be asked at the Annual Meeting to approve the following resolution pursuant to this Say-on-Pay Proposal:

RESOLVED, that the stockholders of the Company approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, disclosed pursuant to Item 402 of Regulation S-K in the Company’s definitive proxy statement for the 2025 Annual Meeting.

The Say-on-Pay Proposal requires the affirmative vote of the holders of a majority of the shares of common stock present in person, by remote communication, or represented by proxy at the Annual Meeting and entitled to vote generally on the subject matter to be approved. This means that the number of votes cast “FOR” must exceed the number of votes cast “AGAINST” plus any abstentions for this Say-on-Pay Proposal to be approved.

After careful consideration, the Board unanimously recommends a vote “FOR” the approval of the non-binding, advisory vote on named executive officer compensation.

The following discussion provides an overview and analysis of the philosophy and objectives of the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of ADMA Biologics, Inc. (“we”, “us”, or the “Company”) in designing compensation programs as well as the compensation determinations and the rationale for those determinations relating to our President and Chief Executive Officer, Chief Financial Officer and the other individuals who served as executive officers during the year, to whom we refer to collectively as our “named executive officers.” Our named executive officers for 2024 were Adam S. Grossman, President and CEO, Brad Tade, Kaitlin Kestenberg, and Brian Lenz. On April 1, 2024, Ms. Kestenberg commenced employment as Chief Operating Officer and Senior Vice President, Compliance, and Mr. Lenz transitioned from his role as Executive Vice President and Chief Financial Officer to a non-employee consulting role. Mr. Tade was appointed as Chief Financial Officer and Treasurer of the Company on July 24, 2024.

We made significant progress toward achieving our strategic goals and objectives in 2024. Most notably, we achieved the following:

This CD&A provides an overview of our executive compensation philosophy, the overall objectives of our executive compensation program and each element of compensation provided. In addition, it explains how and why our Compensation Committee arrived at the specific compensation policies and decisions involving our named executive officers. The primary objectives of our executive compensation program are to motivate and retain key executives, attract new talent, and link compensation achievement in a pay for performance model tied to business objectives, ultimately linking executive compensation with stockholder interests. To determine named executive officer compensation for 2024, consistent with this philosophy, the Compensation Committee considered the impact of our corporate performance during 2023, each named executive officer’s individual performance, each named executive officer’s anticipated future contributions, market conditions generally, and compensation data from peer group companies.

Our executive compensation decisions are based on the following fundamental philosophies and objectives of our Compensation Committee:

Our Compensation Committee uses its judgment to evaluate the compensation of our named executive officers based on market data and individual performance (as described further below in the section entitled “Executive Compensation Components”). This judgment is reflected in the compensation decisions for 2024 and signifies our Compensation Committee’s commitment to align executive compensation with the business objectives and performance of the Company. We reward our named executive officers in a manner that supports a philosophy of pay-for-performance while maintaining an overall level of compensation that is competitive with the compensation paid to similarly situated named executive officers in our peer group and the life sciences industry.

For most of 2024, the Compensation Committee engaged Radford Aon, plc (“Radford Aon”), a nationally known executive compensation and benefits consulting firm, to serve as the independent compensation consultant, working directly with the Compensation Committee to assist in a review of our overall director and executive compensation programs, including with respect to benchmarking executive compensation. Radford Aon reviewed our compensation peer group to ensure it was relevant for competitive analysis of executive pay and reviewed our compensation practices with respect to our named executive officers relative to the pay levels and practices of our peer group.

In October 2024, the Compensation Committee switched from Radford Aon to Pay Governance LLC (“Pay Governance”), another nationally known executive compensation and benefits consulting firm, to assist it in evaluating the peer group and conducting an

executive compensation analysis for 2025. Pay Governance provided additional analyses to ensure that the Company was using the appropriate comparator group for our executive compensation benchmarking, to provide an understanding of how our executive compensation program compared to market practice and to serve as the basis for our Compensation Committee’s assessment regarding current pay competitiveness and potential actions for 2025.

In engaging Radford Aon and Pay Governance in fiscal year 2024, the Compensation Committee determined that both consultants were independent in accordance with SEC Rule 10C-1 and that their work did not raise any conflict of interest.

To achieve our compensation objectives, we provide each named executive officer with a compensation package consisting primarily of the following fixed and variable elements:

Together, these fixed and variable components establish a balanced compensation program that is designed to attract, retain, and motivate key executive level talent while paying for performance, aligning the interests of our executive officers with those of our stockholders, and mitigating risk. Each of these elements is discussed in greater detail below under the section titled “Executive Compensation Components”.

The Compensation Committee approved a new peer group for 2024, based on the analysis conducted by Radford Aon. In selecting the new peer group, the Compensation Committee considered the increase in the Company’s valuation as compared to prior years, market capitalization, revenue, and headcount (among other things). The following comparator companies comprise the peer group for 2024:

The primary elements of our executive compensation program include base salary, annual cash bonus, and equity incentives that are reflected in grants of stock options and restricted stock units. Annually, the Compensation Committee reviews the Company’s mix of short-term incentives versus long-term incentives. In this review, the Compensation Committee aims to provide a reasonable balance between these components. The Compensation Committee administers these components with the goal of providing total compensation that is competitive in the marketplace, while also acknowledging and motivating the achievement of individual and Company performance to align named executive officer compensation with stockholders.

The Compensation Committee took the following actions with respect to 2024 compensation for our named executive officers:

Based on the data provided by our compensation consultant, our Chief Executive Officer makes recommendations to the Compensation Committee regarding the compensation of the named executive officers (except with respect to his own compensation).

Base salary is intended to compensate our named executive officers for the performance of their core job responsibilities and duties. The Company’s compensation philosophy aims to maintain reasonable “fixed” compensation costs by targeting base salaries at a competitive market levels, taking into account both Company performance and individual executive performance. Base salaries are generally reviewed annually by the Compensation Committee. In determining 2024 base salaries, the Compensation Committee also considered total compensation levels versus comparable positions within the peer group. The base salary for each named executive officer for 2024 and 2023 was as follows:

We pay annual performance-based cash bonuses to reward the performance achievements of our named executive officers. The corporate performance goals vary year by year, as approved by the Compensation Committee. We set target award levels for our executives based on a percentage of their base salary. Although the Compensation Committee examines pre-established performance goals in determining whether to pay an annual bonus to any named executive officer and the amount of such bonus, the Compensation Committee has determined it is in the Company’s best interest to retain discretion with respect to the annual bonuses as opposed to requiring set payments for various levels of satisfying these requirements. In addition, as discussed below, the Board also retains discretion to adjust the ultimate payout percentage based on individual performance. As such, actual payouts to the named executive officers can vary from the target opportunities based on actual performance.

At an early January 2025 meeting, the Compensation Committee assessed whether and to what extent the applicable corporate goals were achieved for 2024. The tables below set forth the Compensation Committee determinations with respect to the annual bonus awards for 2024 for each named executive officer:

The following table provides information regarding each of the corporate performance goals for the annual bonuses, the weighting used to determine such goals, and the ultimate achievement of such goals, as determined by the Compensation Committee:

The Board reserves the right to adjust the aggregate percentage of the bonus payout up or down by up to 15% based upon the individual performance of our named executive officers relative to the performance goals described above. Accordingly, actual payouts may be lower or higher than target bonus opportunities based on individual performance. For 2024, the Board adjusted the performance achievement for each named executive officer as follows: Mr. Grossman – increased achievement by 15% based on individual performance, Ms. Kestenberg – increased achievement by 15% based on individual performance, and Mr. Tade – decreased achievement by 5% based on individual performance.

We maintain the 2022 Plan, which is a broad-based omnibus equity compensation program that permits the Compensation Committee to award various types of equity-based awards, including stock options, restricted stock units, and performance-based equity.

As a general matter, equity grants to executive officers are intended to incentivize such officers to contribute materially to the growth of the Company, thereby benefitting the Company’s stockholders and aligning the economic interests of the participants with those of the stockholders. We consider stock options to be performance-based because they provide a strong incentive to increase stockholder value and only provide value to the named executive officers if the market price of our common stock increases following the date of grant. We believe the restricted stock unit awards provide an appropriate level of balance to the performance-oriented equity components of our long-term program.

The Compensation Committee approves equity grants to the named executive officers. In February 2024, Messrs. Grossman and Tade received long-term equity incentive awards, consisting of restricted stock units that vest in substantially equal installments on the first four anniversaries of the date of grant and stock options that vest with respect to 25% of the shares underlying the option on the one-year anniversary of the date of grant, and the remaining 75% of the shares vesting monthly in substantially equal installments over the next three years. In connection with Ms. Kestenberg’s promotion to Chief Operating Officer and Senior Vice President, Compliance in April 2024, and Mr. Tade’s promotion to Chief Financial Officer and Treasurer in July 2024, each such executive was granted stock options that vest with respect to 25% of the shares underlying the option on the one-year anniversary of the date of grant, and the remaining 75% of the shares vesting monthly in substantially equal installments over the next three years, and restricted stock units which will vest in substantially equal installments on each of the first four anniversaries of the date of grant. Mr. Lenz did not receive a 2024 long-term incentive award because his employment with the Company ended effective April 1, 2024.

The table below summarizes the 2024 restricted stock units and stock options awarded to the executive officers of the Company pursuant to the long-term incentive program:

For additional information regarding stock option and restricted stock unit award terms, see the narrative accompanying the Grants of Plan-Based Awards table.

We do not have programs for providing personal benefit perquisites to named executive officers, other than 401(k) matching contributions made by the Company, and Company payment of medical benefits and life insurance premiums.

Our named executive officers participate in our broad-based group health plan and 401(k) savings plan offered to all full time employees of the Company. We currently provide a safe harbor 4% match on an employee’s contributions to the 401(k) plan, up to the applicable limit set forth in the Internal Revenue Code (the “Code”). In addition, the Company pays the premiums for medical benefits and life insurance coverage for the named executive officers.

Effective December 1, 2023, our Board, upon the recommendation of the Compensation Committee, adopted a new compensation recoupment policy (the “Clawback Policy”). The Clawback Policy is effective for certain incentive-based compensation received by our current or former executive officers on or after October 2, 2023, and is consistent with the requirements of the SEC’s final compensation clawback rules under the Dodd-Frank Act and the Nasdaq listing standards. The Clawback Policy requires recoupment of such incentive-based compensation in the event the Company is required to restate its financial results due to the Company’s material non-compliance with any financial reporting requirement under the federal securities laws as required by the Dodd-Frank Act and corresponding Nasdaq listing standards. The recovery of such compensation applies regardless of whether an executive officer engaged in misconduct or otherwise caused or contributed to the requirement for a restatement. We filed the Clawback Policy as an exhibit to our 2024 Annual Report.

We are currently a party to employment agreements with Adam S. Grossman, Brad Tade, and Kaitlin Kestenberg (collectively, the “Executive Employment Agreements”), which entitle these named executive officers to receive a base salary and an annual performance-based bonus and provide that they are eligible to receive equity grants under our long-term incentive equity incentive program. The Executive Employment Agreements are designed to be part of a competitive compensation package and provide for severance pay and benefits upon an involuntary termination and for increased severance pay and benefits in the event an eligible employee is terminated from employment in connection with a “change of control” of the Company.

The Executive Employment Agreements provide that each of the named executive officers is eligible to receive severance payments upon certain termination events, including termination by the Company without cause and by the executive for good reason, provided that the executive signs and does not revoke a release of claims in favor of the Company. In addition, the Executive Employment Agreements provide for enhanced severance payments for a termination of employment in connection with a change in control.

The table below sets forth the severance payments to which each named executive officer is entitled pursuant to the Executive Employment Agreements in addition to each executive’s earned but unpaid target annual bonus for the prior year:

Additionally, the Executive Employment Agreements provide that in addition to the change in control severance benefits above, if the executives’ employment is terminated without cause or for good reason in connection with a change in control, each of Mr. Grossman, Mr. Tade, and Ms. Kestenberg will be entitled to accelerated vesting of their outstanding stock options and restricted stock units. In the case of Mr. Grossman, his vested options will remain exercisable for a through 24 month anniversary of his termination (or the ten year term of the options, if earlier), and in the case of Mr. Tade and Ms. Kestenberg, their vested options remain exercisable until the 18 month anniversary of their termination of employment (or the ten year term of the options, if earlier). In addition, if Mr. Grossman is terminated without cause or for good reason, not in connection with a change in control, he will be entitled to an additional year of vesting on any outstanding stock options and restricted stock units, and the options will become exercisable through the 24 month anniversary of his date of termination (or the ten year term of the options, if earlier).

If a named executive officer dies or becomes disabled, the Company will pay the executive (or their estate in the event of the executive’s death) their accrued but unpaid base salary, any unreimbursed expenses, and any unpaid annual bonus for any prior performance year, as well as reimbursement for the same portion of the executive’s family COBRA health insurance premium that the Company paid during the executive’s employment for at least 12 months following the executive’s date of termination.

The Executive Employment Agreements contain restrictive covenant obligations, including mutual non-disparagement covenants, non-competition, non-solicitation, confidentiality and intellectual property covenants.

Payments and benefits under the Executive Employment Agreements are reduced to the maximum amount that does not trigger the excise tax under Code Section 280G and 4999, unless the executive would be better off, on an after-tax basis, had the executive received all payments and benefits and paid all applicable excise and income taxes.

Section 162(m) of the Code generally disallows a tax deduction to public companies for compensation in excess of $1 million paid to any of the company’s chief executive officer and certain other executive officers in any taxable year. Although our Compensation Committee considers tax consequences as a factor when it makes compensation decisions, it retains the discretion and flexibility to make compensation decisions resulting in the grant of non-deductible compensation to the extent it deems that it is appropriate.

Bryant E. Fong served as a member of the Compensation Committee until his resignation on November 19, 2024. Dr. Kwon served as chair of the Compensation Committee during all of fiscal 2024. Mr. Guiheen served as a member of the Compensation Committee during all of fiscal year 2024. Alison C. Finger was appointed as a member of the Compensation Committee on November 19, 2024, following Mr. Fong’s resignation. None of such persons is or was formerly an officer of the Company. During 2024, no interlocking relationships existed between any member of the Company’s Board or Compensation Committee and any member of the board of directors or compensation committee of any other company.

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based on such review and discussion, our Compensation Committee recommended to the full Board that the “Compensation Discussion and Analysis” be included in this Proxy Statement.

Young T. Kwon, PhD, Chairman

Lawrence P. Guiheen

Alison C. Finger

The following table provides compensation information for our non-employee directors for 2024.

Pursuant to a Board-approved compensation program, effective January 1, 2023, each non-employee director of the Company is paid an annual cash retainer of $50,000. The Chairman and Vice-Chairman are each paid an additional fee of $40,000. Effective January 1, 2023 through December 31, 2024, the Chairman of the Audit Committee, the Chairman of the Compensation Committee and the Chairman of the Governance and Nominations Committee were each paid $22,250, $16,500 and $11,000, respectively. Effective January 1, 2023 through December 31, 2024, members of the Audit Committee, the Compensation Committee and the Governance and Nominations Committee were each paid a retainer of $11,125, $8,250 and $5,500, respectively.

Since October 2020, 25% of the annual Board and Committee fees are paid to each member of the Board on a quarterly basis, with such payment occurring approximately 5-10 calendar days before the conclusion of the applicable quarter.

For 2024, option grant awards to non-employee directors were determined by the Board in its sole, good faith discretion, other than grants made at the time of appointment, as described below. On February 26, 2024, the Company granted to each of its then non-employee directors an option to purchase 37,541 shares of the Company’s common stock and 24,040 RSUs. Each option granted to such non-employee directors has an exercise price of $5.40, the closing price of the Company’s common stock on Nasdaq on February 26, 2024, and vests in 12 equal monthly installments, becoming fully vested on the first anniversary of the date of grant. Each option shall terminate on the earlier of (i) February 26, 2034 and (ii) the date that is 90 days from the date such director ceases to serve on the Board. The RSUs will vest in two equal installments, on the six- and 12-month anniversaries of the grant date, becoming fully vested on the one-year anniversary of the grant date, subject to the director’s continued service as of the applicable vesting date.

Effective March 6, 2023, upon election to the Board, each new director will be granted stock options to purchase shares of the Company’s common stock with a grant date value equal to $350,000.

Information regarding compensation for those of our directors who are also employees is set forth in the Executive Compensation - Summary Compensation Table below.

Adam S. Grossman, 48 – Founder, President, Chief Executive Officer and Director

For Mr. Grossman’s background, please see the section entitled “The Director Election Proposal”.

Brad L. Tade, 51 – Chief Financial Officer and Treasurer

Effective July 24, 2024, Mr. Tade was promoted to Chief Financial Officer and Treasurer. Mr. Tade joined the Company in June 2023 as its Vice President, Financial Operations. Prior to joining the Company, he held roles of increasing responsibility at PCI Pharma Services. From March 2023 to June 2023, Mr. Tade held the position of Vice President Finance, Commercial Packaging Technology and from August 2022 to March 2023, held the position of Vice President Finance, Development and Manufacturing. Prior to working for PCI Pharma Services, from May 2021 to July 2022 Mr. Tade held the role of Vice President Finance, Operations & Quality for Baxter International Inc. based in Illinois and from November 2016 to May 2021, served as Vice President, Operations Finance for Becton Dickinson based in Switzerland. Mr. Tade holds a B.S. in Finance from California State University, Long Beach and a Master’s in Organizational Leadership from Gonzaga University.

Mr. Tade was not a named executive officer of the Company during 2022 or 2023.

Kaitlin Kestenberg, 38 – Chief Operating Officer and SVP, Compliance

Effective April 1, 2024, Ms. Kestenberg was promoted to Chief Operating Officer and Senior Vice President, Compliance of the Company. Ms. Kestenberg joined the Company as Clinical Research Manager in 2012 and has received multiple promotions and positions of increasing responsibility. Ms. Kestenberg served as the Company’s Senior Vice President, Compliance & Project Operations from April 2023 through March 2024, as Vice President, Compliance & Project Management and Acting Head of Analytical and Process Development from May 2021 through March 2023, as Vice President, Compliance & Project Management from April 2019 until May 2021 and as Senior Director, Compliance, Project Management & Clinical Operations from January 2018 through March 2019. Prior to joining the Company, she held roles of increasing responsibility in clinical operations, quality operations and compliance at Acorda Therapeutics, Inc. and Merck & Co. Inc. Ms. Kestenberg holds a B.A. from the State University of New York at Albany and an M.S.J. from Seton Hall University.

Ms. Kestenberg was not a named executive officer of the Company during 2022 or 2023.

The following table sets forth, for the periods indicated, all of the compensation awarded to, earned by or paid to our named executive officers:

The following table sets forth each grant made to our named executive officers in 2024 under the plans established by the Company in the amounts granted on such dates.

The following table sets forth information regarding unexercised options and equity incentive plan awards which have not yet vested held by each of the named executive officers as of December 31, 2024.