Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 31, 2020, the board of directors (the "Board") of Krystal Biotech,
Inc. (the "Company") appointed Drs. Jing Marantz and Christopher Mason to serve
as directors of the Company, effective as of January 4, 2021. Dr. Marantz will
serve as a Class II director whose term will expire at the 2022 annual meeting
of stockholders, and Dr. Mason will serve as a Class III director whose term
will expire at the 2023 annual meeting of stockholders. There is no arrangement
or understanding between either Dr. Marantz or Dr. Mason and any other person
pursuant to which either of them was selected as a director of the Company, and
there is no family relationship between Drs. Marantz and Mason and any of the
Company's other directors or executive officers. The Company is not aware of any
transaction involving Drs. Marantz and Mason requiring disclosure under Item
404(a) of Regulation S-K. Additional information about Drs. Marantz and Mason is
set forth below.
Jing L. Marantz, M.D., PhD, MBA, age 56, has served as Senior Vice President,
Medical Affairs of Acceleron Pharma since October 2020. From June 2018 to
September 2020, Dr. Marantz served as Senior Vice President, Medical Affairs of
Alnylam Pharmaceuticals. She served as Vice President, Global Medical Affairs
for Alexion Pharmaceuticals from August 2016 to June 2018 and as Global Medical
Lead for TECFIDERA® at Biogen from April 2014 to June 2016. Dr. Marantz earned
an MD from Tongji Medical College, a PhD in Biochemistry and Molecular Biology
from Medical University of South Carolina, and an MBA from the University of
California at Berkeley.
Christopher Mason, MD, PhD, FRCS, FRSB, FMedSci, age 62, has served as Founder
and Chief Scientific Officer of AVROBIO, Inc. since July 2015. Dr. Mason has
been on the faculty of the Advanced Centre for Biochemical Engineering,
University College London since 1999, including Full Professor of Regenerative
Medicine Bioprocessing (2008-2017), and Full Professor of Cell and Gene Therapy
since 2017. Dr. Mason also has served as founder and director of London
Regenerative Medicine Network Ltd. and OriBiotech Ltd. since February 2008 and
February 2015, respectively. He previously served as founder and a director of
Stem Cell Translation Ltd. from October 2006 to March 2018 and served as a
trustee of the British Neurological Research Trust from May 2012 to May 2016 and
the UK Stem Cell Foundation from September 2010 to May 2016. Dr. Mason earned an
MBBS (MD) from the United Medical and Dental Schools of Guy's and St. Thomas's
Hospitals (now King's College London), a BSc (Hons) in Clinical Sciences from
the Imperial College London (St. Mary's Hospital Medical School / Royal
Postgraduate Medical School), and a PhD from Advanced Center for Biochemical
Engineering, University College London. He is an elected Fellow of the Academy
of Medical Sciences, Royal College of Surgeons of England, Royal College of
Surgeons in Ireland, and Royal Society of Biology.
In accordance with the Company's compensation policy for non-employee directors,
upon commencement of service as a director, each of Drs. Marantz and Mason will
be granted nonqualified stock options to purchase 13,600 shares of the Company's
common stock. The stock options will have an exercise price per share equal the
closing price of the Company's common stock on the date of grant. The options
will vest and become exercisable in 36 equal monthly installments subject to the
recipient's continuous service through such vesting dates and subject to
acceleration upon a change in control. Additionally, Drs. Marantz and Mason each
will be entitled to receive a $40,000 annual retainer for their service as
director.
At each annual stockholder meeting following which their respective terms as a
director continues, each of Drs. Marantz and Mason will be entitled to receive
additional nonqualified stock options to purchase 6,800 shares of the Company's
common stock, which will vest in full and become exercisable in 12 equal monthly
installments subject to the recipient's continuous service through such vesting
dates and subject to acceleration upon a change in control. Drs. Marantz and
Mason have also entered into the Company's standard form of indemnification
agreement.
Item 7.01 Regulation FD Disclosure.
On January 4, 2021, the Company issued a press release announcing the
appointment of Drs. Marantz and Mason to the Board. A copy of this press release
is furnished herewith as Exhibit 99.1 to this Current Report. The information
contained in the press release furnished as Exhibit 99.1 shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities of that
Section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release, dated January 4, 2021.
104 Cover Page Interactive Data file (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
KRYSTAL BIOTECH, INC. 
