Krystal Biotech, Inc.
For the period ended Apr 4, 2024. Filed Apr 4, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 4, 2024 · Filed Apr 4, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
| Filed by the Registrant ☒ | |
|---|---|
| Filed by a Party other than the Registrant ☐ | |
| Check the appropriate box: | |
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | |
|---|---|
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Dear Fellow Stockholders:
You are cordially invited to attend the 2024 annual meeting of stockholders (the “Annual Meeting”) of Krystal Biotech, Inc., which will be held virtually at www.virtualshareholdermeeting.com/KRYS2024, on May 17, 2024, at 4:00 p.m. Eastern Time.
The matters expected to be acted upon at the Annual Meeting are described in detail in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.
In accordance with U.S. Securities and Exchange Commission “notice and access” rules, we are using the Internet as our primary means of furnishing proxy materials to our stockholders. Because we are using the Internet, most stockholders will not receive paper copies of our proxy materials. We will instead send our stockholders a notice with instructions for accessing the proxy materials and voting via the Internet. This notice also provides information on how our stockholders may obtain paper copies of our proxy materials if they so choose. We believe the use of the Internet makes the proxy distribution process more efficient and less costly and helps in conserving natural resources.
The Proxy Statement, the accompanying form of proxy card, the Notice of Annual Meeting of Stockholders and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available at www.proxyvote.com and may also be accessed through our website at www.krystalbio.com under the “SEC Filings” section of the “Investors” page. If you would like to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy.
Your vote is important. Please cast your vote as soon as possible over the Internet, by telephone, or by completing and returning the proxy card to ensure that your shares are represented. Your vote by proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend the Annual Meeting. Casting your vote by proxy does not deprive you of your right to attend the Annual Meeting and vote your shares.
On behalf of our Board of Directors and our employees, we thank you for your continued interest in and support of our company. We look forward to your attendance at the Annual Meeting on May 17, 2024.
Sincerely,
/s/ Krish S. Krishnan
Krish S. Krishnan
Chairman and Chief Executive Officer
2100 Wharton Street, Suite 701
Pittsburgh, Pennsylvania 15203
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 17, 2024
NOTICE IS HEREBY GIVEN that the 2024 annual meeting of stockholders (the “Annual Meeting”) of Krystal Biotech, Inc. will be held virtually at www.virtualshareholdermeeting.com/KRYS2024, on May 17, 2024, at 4:00 p.m. Eastern Time, for the following purposes:
(1) to elect the three Class I director nominees named in the Proxy Statement;
(2) to ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024;
(3) to consider and act upon a non-binding, advisory vote on the compensation of our named executive officers; and
(4) to transact such other business as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) of the Annual Meeting.
The Proxy Statement accompanying this notice describes each of these items of business in detail. The Board of Directors has fixed the close of business on March 25, 2024, as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting (the “Record Date”). Accordingly, only stockholders of record at the close of business on March 25, 2024, are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements of the Annual Meeting.
On or about April 4, 2024, we expect to mail to our stockholders entitled to notice of and to vote at the Annual Meeting a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our Proxy Statement and Annual Report. The Notice provides instructions on how to vote via the Internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail.
Your vote is important. Whether or not you expect to attend the virtual Annual Meeting, please vote via the Internet, by telephone, or complete, date, sign and promptly return the proxy card so that your shares may be represented at the Annual Meeting.
By Order of the Board of Directors,
/s/ John Thomas
John Thomas
General Counsel and Corporate Secretary
Pittsburgh, Pennsylvania
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 17, 2024.
This Notice of Annual Meeting of Stockholders, the Proxy Statement, accompanying form of proxy card and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available at www.proxyvote.com.
TABLE OF CONTENTS
| Page | |
|---|---|
| ABOUT THE MEETING | 1 |
| PROPOSALS TO BE VOTED ON | 6 |
| Proposal 1: Election of Class I Directors | 6 |
| Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm | 9 |
| Proposal 3: Non-Binding, Advisory Vote on Named Executive Officer Compensation | 11 |
| CORPORATE GOVERNANCE AND BOARD MATTERS | 12 |
| Board Structure and Leadership | 12 |
| Director Independence | 13 |
| Role of the Board in Risk Oversight | 13 |
| Board Committees | 13 |
| Director Selection Process | 16 |
| Commitment to Corporate Responsibility | 16 |
| Board Diversity | 19 |
| Code of Business Conduct and Ethics | 19 |
| Corporate Governance Guidelines | 20 |
| Availability of Corporate Governance Materials | 20 |
| Anti-Hedging Policies | 20 |
| Board Meetings | 20 |
| Annual Meeting Attendance | 20 |
| Executive Sessions of Non-Management Directors | 20 |
| Communications with the Board | 20 |
| Director Compensation | 21 |
| EXECUTIVE OFFICERS | 23 |
| COMPENSATION OF NAMED EXECUTIVE OFFICERS | 24 |
| Compensation Discussion and Analysis | 24 |
| Compensation Committee Report | 41 |
| Compensation Committee Interlocks and Insider Participation | 41 |
| Summary Compensation Table | 42 |
| Grants of Plan-Based Awards | 43 |
| Outstanding Equity Awards at Fiscal Year-End December 31, 2023 | 44 |
| Option Exercises and Stock Vested | 45 |
| CEO Pay Ratio | 45 |
| Pay Versus Performance | 46 |
| Equity Compensation Plan Information | 50 |
| Employment Agreements | 50 |
| REPORT OF THE AUDIT COMMITTEE | 52 |
| PRINCIPAL STOCKHOLDERS | 53 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 56 |
| OTHER MATTERS | 57 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.