Christopher Mason
Krystal BiotechAbout Christopher Mason
Christopher Mason, MD, PhD, FRCS, FRSB, FMedSci (age 67) has served on Krystal Biotech’s Board since January 2021 and is Chair of the Science and Technology Committee. He is affirmatively classified as an independent director under Nasdaq standards. Mason is a gene therapy pioneer and professor at University College London with MBBS (MD), BSc, and PhD degrees and elected fellowships in leading medical and scientific societies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AVROBIO, Inc. | Founder; Chief Scientific Officer | Jul 2015 – Jun 2022 | Built gene therapy pipeline; translational leadership |
| University College London (Advanced Centre for Biochemical Engineering) | Full Professor (Regenerative Medicine Bioprocessing; later Cell & Gene Therapy) | 1999 – present (Full Professor since 2008; Cell & Gene Therapy since 2017) | Academic leadership in cell/gene therapy bioprocessing |
| London Regenerative Medicine Network Ltd. | Founder; Director | Since Feb 2008 | Ecosystem building in regenerative medicine |
| Stem Cell Translation Ltd. | Founder; Director | Oct 2006 – Mar 2018 | Translational stem cell initiatives |
| British Neurological Research Trust | Trustee | May 2012 – May 2016 | Non-profit governance in neurological research |
| UK Stem Cell Foundation | Trustee | Sep 2010 – May 2016 | Non-profit governance for stem cell science |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Sun Vectors, Inc. | Founder; CEO; Director | Aug 2022 – present | Private company |
| OriBiotech Ltd. | Co-founder; Non-executive Director | Since Sep 2015 | Private manufacturing tech for cell therapy |
| Papillon Therapeutics Inc. | Director | Since Jul 2024 | Private; therapeutics focus |
| Foundation for mRNA Medicines | Director | Since Sep 2024 | Non-profit; mRNA ecosystem |
No other public company directorships are disclosed for Mason .
Board Governance
- Classification: Class III director; term expires at the 2026 annual meeting .
- Committee assignments: Chair, Science and Technology Committee; not listed on Audit/Compensation/Nominating .
- Independence: Board determined Mason is independent under Nasdaq rules .
- Attendance: The Board met 4 times in 2024; each director other than Kirti Ganorkar attended at least 75% of Board and relevant committee meetings (Mason met this threshold) .
- Executive sessions: Independent directors meet after each Board meeting; led by Lead Independent Director .
Fixed Compensation
| Component | Program Detail (2024) | Mason 2024 Actual |
|---|---|---|
| Board annual cash retainer | $50,000 | Included in cash fees |
| Committee chair fee – Science & Technology | $8,000 | Included in cash fees |
| Meeting fees | Not disclosed | — |
| Reimbursements | Reasonable travel expenses | Policy disclosed |
| Cash fees total | — | $58,000 |
Performance Compensation
| Equity Element | Grant Size / Terms | Mason 2024 Amount | Vesting |
|---|---|---|---|
| Annual option grant (independent directors) | 5,000 options after annual meeting | Included in option award value | 12 equal monthly installments |
| Initial option grant (upon joining Board) | 10,000 options | Historical program term | 36 equal monthly installments |
| 2024 option awards (fair value) | Black-Scholes ASC 718 | $590,194 | Monthly over one year |
No RSUs/PSUs are disclosed for directors; director equity is via stock options with one-year monthly vesting for annual grants .
Other Directorships & Interlocks
| Entity | Potential Interlock/Conflict Consideration |
|---|---|
| Sun Vectors, OriBiotech, Papillon Therapeutics, Foundation for mRNA Medicines | No related-party transactions with Krystal were disclosed; Audit Committee oversees and pre-approves any related-party transactions >$120,000 under formal policy. Monitor for future collaborations or transactions that could introduce conflicts . |
Expertise & Qualifications
- Deep gene therapy expertise; academic leadership at UCL; fellowships: Academy of Medical Sciences, Royal College of Surgeons of England/Ireland, Royal Society of Biology .
- Founder/operator experience across multiple therapeutics and enabling technology companies, aligning with Krystal’s R&D and platform strategy .
- Chair of Science & Technology Committee; responsibilities include oversight of R&D strategy, pipeline review, and scientific diligence of transactions .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (shares) | 38,168 (all issuable upon exercise of options exercisable within 60 days of Mar 25, 2025) |
| % of shares outstanding | <1% (Company disclosure; 28,898,408 shares outstanding) |
| Outstanding director option grants (as of Dec 31, 2024) | 39,000 options |
| Exercisable vs unexercisable | 38,168 exercisable within 60 days; remainder per vest schedules |
| Hedging / pledging | Prohibited by Insider Trading Policy (hedging, derivatives, short sales, pledging not allowed) |
| Ownership guidelines | Not disclosed for directors . |
Governance Assessment
-
Strengths
- Independent director with domain expertise in gene therapy; chairs Science & Technology Committee, strengthening board oversight of pipeline and scientific risk .
- Equity-based compensation aligns interests with shareholders; options vest over one year and provide performance leverage without guaranteed value .
- Attendance threshold met; board maintained regular executive sessions and independent oversight structure .
- Robust anti-hedging/pledging policy and related-party transaction policy reduce misalignment/conflict risk .
-
Watch items
- Multiple external scientific and company affiliations (Sun Vectors, OriBiotech, Papillon Therapeutics, Foundation for mRNA Medicines) require ongoing monitoring for potential related-party transactions; none disclosed to date .
- Concentration of committee leadership in Sci/Tech; ensure adequate cross-committee visibility to commercial and audit risks (Mason is not on Audit/Compensation/Nominating) .
-
Red flags
- None disclosed specific to Mason: no related-party transactions, pledging/hedging, legal proceedings, or attendance shortfalls were reported .
Insider Trades
| Date | Type | Shares | Price | Notes |
|---|---|---|---|---|
| Not disclosed in proxy | — | — | — | The DEF 14A reports beneficial ownership and option status but does not list Form 4 transactions. Refer to SEC Form 4 filings for transaction details . |
Director Compensation Mix (2024)
| Component | Amount |
|---|---|
| Cash fees | $58,000 |
| Option awards (grant-date fair value) | $590,194 |
| Total | $648,194 |
Program fee schedule: Board retainer $50,000; Science & Technology Committee chair $8,000; annual director options 5,000 (12-month vest); initial 10,000 (36-month vest). Lead Independent Director and Audit Chair adjustments do not apply to Mason .
Committee Assignments
| Committee | Role |
|---|---|
| Science & Technology | Chair |
| Audit | Not a member |
| Compensation | Not a member |
| Nominating & Corporate Governance | Not a member |
| Commercial Advisory | Not a member |
Independence & Engagement
- Independence: Affirmatively determined independent (no impairing relationships) .
- Board meetings in 2024: 4; Mason met ≥75% attendance threshold (company-wide disclosure) .
- Executive sessions: Conducted post-meeting; strengthen independent oversight .
Related-Party Exposure & Policies
- Related-party transaction policy: Audit Committee review and approval required for transactions >$120,000 involving directors/officers/5% holders; no Mason-related transactions disclosed .
- Indemnification: Standard Delaware-law indemnification agreements with directors .
Compensation Structure Analysis (Signal)
- Equity-heavy director pay via options suggests alignment and at-risk structure; no guaranteed meeting fees or RSUs disclosed for directors, and vesting is short (12 months) for annual grants—balancing retention with alignment .
- No tax gross-ups, no hedging/pledging, no option repricing without shareholder approval—shareholder-friendly features reduce governance risk .
Summary Signal for Investors
- Mason provides high-quality scientific oversight and is independent, with good attendance and equity alignment. Monitor external affiliations for potential future related-party interactions; current disclosures show no conflicts. Option-based director pay, anti-hedging, and robust approval policies support investor confidence .