Catherine Mazzacco
Krystal BiotechAbout Catherine Mazzacco
Independent director since March 2023; age 60. Former CEO & President of LEO Pharma (2019–2021), senior commercial leader at GE HealthCare (2018–2019) and Abbott Laboratories (25+ years, most recently VP Global Commercial Operations, Abbott Vision, 2011–2017). Holds a BSE in Engineering (Biotechnology option) from the University of Compiègne, France. Currently serves on KRYS’s Nominating & Corporate Governance Committee and Commercial Advisory Committee; the Board has affirmatively determined she is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LEO Pharma (private) | CEO & President; Board Director | Aug 2019–Nov 2021 | Led global pharmaceutical transformation initiatives |
| GE HealthCare | SVP, Global Commercial Operations, Life Sciences Division | Feb 2018–May 2019 | Commercial leadership in medtech/diagnostics |
| Abbott Laboratories | VP, Global Commercial Operations, Abbott Vision Division | 2011–2017 | International commercial strategy; 25+ years at Abbott in senior roles |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Servier SAS (private) | Supervisory Board Member | Current | Remuneration & Nomination Committee |
| Sight Sciences, Inc. (Nasdaq: SGHT) | Board Director | Current | Audit Committee; Chair, Commercial Strategy Committee |
Board Governance
- KRYS board committees: Nominating & Corporate Governance (member); Commercial Advisory Committee (member). The Commercial Advisory Committee supports strategy, market development, and medical affairs; chaired by CEO Krish S. Krishnan .
- Independence: The Board affirmatively determined Mazzacco is independent under Nasdaq rules .
- Attendance: The Board met four times in FY2024; each director other than Kirti Ganorkar attended at least 75% of meetings (Mazzacco met the ≥75% threshold) .
- Structure: Combined Chair/CEO with a Lead Independent Director to strengthen oversight; KRYS uses a classified board with staggered three-year terms. Mazzacco is a Class I director with a term expiring at the 2027 meeting .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Board retainer (cash) | $50,000 | Annual fee for independent directors |
| Nominating & Corporate Governance (member) | $5,000 | Non-chair membership fee |
| Commercial Advisory (member) | $5,000 | Non-chair membership fee |
| Total Cash Fees Paid (2024) | $60,000 | As reported in the director compensation table |
Performance Compensation
| Equity Award | Grant Size | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|
| Annual director stock option grant | 5,000 options | Included in $590,194 total option FV | 12 equal monthly installments | 2024 annual grant follows meeting; options valued via Black-Scholes |
| Initial director stock option grant | 10,000 options | Included in $590,194 total option FV | 36 equal monthly installments | Granted upon initial election to board |
| 2024 Option Awards (aggregate) | — | $590,194 | Monthly vesting per program | Fair value per FASB ASC 718; options only for independent directors |
No RSUs/PSUs are disclosed for directors in 2024. Option strike prices/expirations are not disclosed; vesting schedules and fair values are provided .
Other Directorships & Interlocks
| Company | Overlap/Interlock with KRYS | Compensation Committee Interlock |
|---|---|---|
| Sight Sciences (SGHT) | None disclosed; distinct eyecare focus | None; KRYS discloses no compensation committee interlocks in 2024 |
| Servier SAS | Private company; no KRYS RPTs disclosed | N/A |
Expertise & Qualifications
- Deep healthcare, international commercial, operational and transformation expertise from LEO Pharma, GE HealthCare, and Abbott Laboratories .
- Engineering/biotech academic background (University of Compiègne, France) .
- Current external committee leadership (Chair of Commercial Strategy at Sight Sciences) complements KRYS’s Commercial Advisory Committee remit .
Equity Ownership
| Metric | Value | Context/Date |
|---|---|---|
| Beneficial ownership (shares) | 15,036 | Represents shares issuable upon exercise of options exercisable within 60 days of Mar 25, 2025; <1% of outstanding |
| % of shares outstanding | <1% | Based on 28,898,408 shares outstanding |
| Outstanding director options | 20,780 | As of Dec 31, 2024 (all director options) |
| Anti-hedging/pledging | Prohibited | Insider Trading Policy bans hedging and pledging for directors |
Note: KRYS does not disclose director stock ownership guidelines; no pledging is permitted under policy .
Governance Assessment
- Strengths: Independent status; relevant commercial expertise aligned with KRYS’s Commercial Advisory Committee; ≥75% meeting attendance; meaningful equity-based pay supports alignment; anti-hedging/pledging policy reduces misalignment risk .
- Compensation mix: 2024 director compensation comprised cash fees and stock options; cash totaled $60,000; option grant fair value $590,194. Equity component incentivizes long-term value creation; monthly vesting increases cadence of ownership accumulation .
- Conflicts/related party: No related-party transactions involving Mazzacco disclosed; KRYS maintains an Audit Committee RPT review policy .
- Board environment signals: KRYS maintains combined Chair/CEO with Lead Independent Director structure; classified board. High say-on-pay support (96%) indicates broad investor approval of compensation governance, though that pertains to executives, not directors .
- RED FLAGS: None disclosed specific to Mazzacco. Broader governance considerations include combined Chair/CEO and spouse on board (CEO and President, R&D), which heightens reliance on independent directors (including Mazzacco) and LID for oversight .