Sector: Health Care
KRYSTAL BIOTECH INC · Meeting: May 15, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class III Directors
KRYS has delivered a 3-year price return of +229.9%, outperforming the peer group median by +150.9 percentage points, far exceeding the 65-point threshold required to trigger a vote against, so no TSR concern applies; no overboarding, attendance, or independence issues were identified.
Dr. Mason has served since January 2021 and KRYS's strong outperformance versus both the peer group and the XBI — SPDR S&P Biotech ETF benchmark clears all TSR thresholds by a wide margin; no overboarding, attendance, or independence issues were identified.
Both Class III nominees clear all policy screens: KRYS's 3-year total return of +229.9% outperforms the company-disclosed peer group median by +150.9 percentage points, well above the 65-point trigger threshold for strong-positive TSR, and similarly trounces the XBI — SPDR S&P Biotech ETF benchmark by +159.9 percentage points; neither director is overboarded, attendance was satisfactory, and both have relevant industry qualifications.
CEO
Krish S. Krishnan
Total Comp
$10,442,485
Prior Support
96%%
CEO total compensation of approximately $10.4 million is broadly reasonable for a commercial-stage biotech with $7.7 billion market cap and $389 million in 2025 product revenue, and the company reports that approximately 85% of the CEO's total pay is variable and at-risk, well above the 50-60% policy threshold for performance-linked pay. Pay-for-performance alignment is strong: KRYS's 3-year stock return of +229.9% dramatically outperforms both the XBI — SPDR S&P Biotech ETF benchmark (+159.9 percentage points above XBI) and the company's own peer group median, meaning above-benchmark incentive pay is fully justified by shareholder outcomes. The prior year say-on-pay vote received over 96% support, a clawback policy is in place, and no problematic pay practices such as guaranteed bonuses or excessive perquisites were identified.
Auditor
KPMG LLP
Tenure
N/A
Audit Fees
$955,000
Non-Audit Fees
$23,625
Non-audit fees (tax consulting of $23,625) represent only about 2.5% of audit fees ($955,000), well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy; KPMG is a Big 4 firm appropriate for a $7.7 billion market-cap company; no material restatements were identified.
1 proposal submitted by shareholders
Proposal 4
This proposal asks shareholders to approve a formal non-employee director compensation policy that was developed as part of a settlement of a Delaware court case alleging past director pay was excessive; approving it puts guardrails in place — annual cash retainers and equity awards are benchmarked to the 50th percentile of a defined peer group for 2026, with a cap of the 75th percentile for 2027-2030 without needing another shareholder vote. The policy requires an independent compensation consultant to review director pay every year against a defined peer group, which is a meaningful governance improvement over the prior unconstrained approach. On balance, adopting a structured, court-overseen, peer-benchmarked policy with annual transparency requirements is clearly better for shareholders than the status quo of no formal policy, and the compensation levels set for 2026 appear reasonable relative to peers.
The 2026 KRYS annual meeting presents four proposals, all of which warrant support: the two Class III director nominees preside over a company whose stock has dramatically outperformed both its disclosed peer group and the XBI — SPDR S&P Biotech ETF benchmark over three years; KPMG's audit fees are clean with minimal non-audit work; executive pay is heavily performance-linked and validated by exceptional stock returns; and the new non-employee director compensation policy formalizes peer-benchmarked pay with annual independent review as part of a court-approved governance settlement. No significant red flags were identified across any of the four proposals.
17 companies disclosed in 2026 proxy filing
