Daniel S. Janney
Krystal BiotechAbout Daniel S. Janney
Daniel S. Janney (age 59 as of April 3, 2025) has served on Krystal Biotech’s Board since November 2016; he is Lead Independent Director, Chair of the Compensation Committee, and a member of the Audit and the Nominating & Corporate Governance Committees. He is a Managing Director at Alta Partners (since 1996), previously Vice President in Montgomery Securities’ healthcare/biotech investment banking group (1993–1996). He holds a B.A. in History from Georgetown University and an M.B.A. from UCLA Anderson. Krystal cites his venture capital and life sciences board experience as qualifications for service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Krystal Biotech (KRYS) | Lead Independent Director; Director | Director since 2016 | Lead independent responsibilities include presiding at meetings without the Chair/CEO, setting agendas for independent sessions, coordinating with committee chairs . |
| Krystal Biotech | Compensation Committee Chair; Audit Committee Member; Nominating & Corporate Governance Committee Member | Current | Compensation Committee met 4x in 2024; Audit Committee met 4x; Nominating Committee met 4x . |
| Alta Partners | Managing Director | Since 1996 | Life sciences venture investor . |
| Montgomery Securities | VP, Healthcare & Biotech Investment Banking | 1993–1996 | Focused on life sciences companies . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Be Biopharma | Director | Not disclosed | External directorship listed in KRYS proxy . |
| DEM BioPharma | Director | Not disclosed | |
| Edgewood Oncology | Director | Not disclosed | |
| Prolacta Bioscience | Director | Not disclosed | |
| Progentos Therapeutics | Director | Not disclosed | |
| Lassen Therapeutics | Director | Not disclosed | |
| Alta Partners | Managing Director | Since 1996 | External employment . |
Board Governance
- Independence: The Board determined Mr. Janney is independent under Nasdaq standards; he also serves as Lead Independent Director .
- Committee assignments: Chair, Compensation; Member, Audit; Member, Nominating & Corporate Governance .
- Lead Independent responsibilities: preside at Board meetings without the Chair, lead executive sessions of independent directors, help set agendas/materials, coordinate committee self-evaluations .
- Attendance/Engagement: The Board met 4 times in 2024; each director other than Mr. Ganorkar attended at least 75% of Board/committee meetings (i.e., Mr. Janney met the ≥75% threshold). Executive sessions of non‑management directors occur after each Board meeting and are presided over by the Lead Independent Director .
- 2025 Director election result (signal): Votes For 19,838,511; Withheld 4,134,755; Broker non‑votes 3,770,846. This was a notably higher withhold count than his fellow Class II nominees (e.g., Rossi withheld 636,387) and merits monitoring in future engagement cycles .
- Say‑on‑Pay (oversight signal as Comp Chair): 2025 advisory vote on NEO pay passed (For 22,543,683; Against 1,423,437; Abstain 6,146; Broker non‑votes 3,770,846), and 2024 support exceeded 96% of votes cast, indicating strong investor backing of pay programs overseen by his committee .
- Compliance/Risk oversight: As an Audit Committee member, Mr. Janney is part of the body that reviews legal/regulatory risks; in Q1 2025, the DOJ subpoenaed documents regarding the company’s sponsored genetic testing program and commercial practices—company is cooperating. Audit also reviews related‑party transactions .
Fixed Compensation
| Component (Independent Directors) | Amount | Notes |
|---|---|---|
| Annual Board retainer | $50,000 | 2024 program . |
| Lead Independent Director retainer | $27,500 (2024); $30,000 effective 3/1/2025 | Increase approved in Feb 2025 . |
| Committee Chair fees | Audit Chair $20,000 (→$21,000 eff. 3/1/2025); Compensation Chair $20,000; Nominating Chair $10,000 | 2024 program and 2025 changes noted . |
| Committee member fees | Audit $10,000 (→$10,500 eff. 3/1/2025); Compensation $10,000; Nominating $5,000 | 2024 program and 2025 changes noted . |
| Reimbursement | Reasonable travel/related expenses | . |
| Janney 2024 cash actually paid | $112,500 | Fees Paid in Cash (director comp table) . |
Performance Compensation
| Equity Element | Grant/Value | Vesting/Terms | Notes |
|---|---|---|---|
| Initial stock options (on joining Board) | 10,000 options | 36 equal monthly installments starting 1 month after grant | Standard for new independent directors . |
| Annual stock options (each year) | 5,000 options | 12 equal monthly installments starting 1 month after grant | 2024 program uses option grants (not RSUs/PSUs for directors) . |
| Janney 2024 option award (grant date fair value) | $590,194 | Options vest monthly over one year | Black‑Scholes valuation under ASC 718 . |
No performance metrics are tied to director equity awards; the program uses time‑vested stock options, emphasizing long‑term alignment via share price appreciation rather than formulaic KPIs .
Other Directorships & Interlocks
- External directorships: Be Biopharma; DEM BioPharma; Edgewood Oncology; Prolacta Bioscience; Progentos Therapeutics; Lassen Therapeutics .
- Investment affiliation: Beneficial ownership footnote states remaining KRYS shares attributed to Alta Bioequities, L.P.; Alta Bioequities Management, LLC (general partner) may be deemed to have voting/investment power; Mr. Janney is Managing Director of the GP and disclaims beneficial ownership except to extent of pecuniary interest. This indicates an investment‑firm relationship with a KRYS shareholder; the Board still affirmed his independence after reviewing relationships per Nasdaq standards .
Expertise & Qualifications
- Venture capital leadership (Alta Partners, since 1996) with focus on life sciences; prior healthcare/biotech investment banking experience at Montgomery Securities .
- Board leadership: Lead Independent Director at KRYS; Chair of Compensation Committee; member of Audit and Nominating & Corporate Governance Committees .
- Education: B.A. (Georgetown), M.B.A. (UCLA Anderson) .
- Independence affirmed; not designated as the Audit Committee financial expert (that designation is held by Mr. Rossi) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 184,125 shares | Less than 1% of outstanding shares . |
| Includes options exercisable within 60 days | 76,763 shares | Included in beneficial ownership . |
| Options outstanding at 12/31/2024 | 77,595 options | Director outstanding awards . |
| Pledging/Hedging | Prohibited for directors under Insider Trading Policy (no hedging or pledging) | Alignment safeguard . |
Footnote: The remainder of Mr. Janney’s beneficial holdings are directly beneficially owned by Alta Bioequities, L.P.; Alta Bioequities Management, LLC is the GP; Mr. Janney is Managing Director of the GP and disclaims beneficial ownership except to the extent of his pecuniary interest .
Governance Assessment
- Strengths:
- Independent status and Lead Independent Director role strengthen board oversight and independent sessions; clear responsibilities for agenda setting and executive sessions .
- Deep life sciences capital markets and boardroom experience; active leadership as Compensation Chair; multi‑committee service (compensation, audit, nominating) with regular meetings (4 each in 2024) supports engaged governance .
- Shareholder support for executive pay has been strong (2025 say‑on‑pay For 22,543,683 vs Against 1,423,437; 2024 support >96%), reflecting positive views of compensation practices overseen by his committee .
- Anti‑hedging and anti‑pledging policies reduce misalignment risk; Audit Committee monitors related‑party transactions .
- Watch items / Red flags:
- Elevated withhold vote in 2025 director election (4,134,755 withheld vs 636,387 for Rossi; 636,162 for Sutherland) suggests a subset of holders expressed concerns; targeted investor engagement advisable to understand issues (e.g., equity award levels, board structure, or perceived conflicts) .
- Investment affiliation: Alta Bioequities beneficial holding with Mr. Janney at GP level; while independence is affirmed and no related‑party transactions are disclosed, this interlock warrants continued Audit Committee oversight for any potential conflicts in future transactions .
- Regulatory scrutiny: DOJ subpoenas regarding the sponsored genetic testing program/commercial practices introduce compliance risk; as an Audit Committee member and Lead Independent Director, ongoing oversight of remedial actions and disclosures is key to investor confidence .
Notes on Related Parties and Say‑on‑Pay
- Related‑party transactions policy requires Audit Committee review/approval for related‑person transactions over $120,000; proxy does not disclose any specific related‑party transactions involving Mr. Janney .
- 2025 annual meeting results (for context): KPMG ratification passed (27,723,997 For); Class II directors elected, with Mr. Janney receiving 19,838,511 For; say‑on‑pay approved (22,543,683 For) .
Director Compensation Summary (2024)
| Name | Fees Paid in Cash | Option Awards (Grant Date FV) | Total |
|---|---|---|---|
| Daniel S. Janney | $112,500 | $590,194 | $702,694 |
Program specifics: time‑based option grants (initial 10,000 vesting over 36 months; annual 5,000 vesting over 12 months); lead independent retainer $27,500 in 2024, increased to $30,000 effective March 1, 2025 .
Committee Assignments (Current)
| Committee | Role |
|---|---|
| Compensation | Chair |
| Audit | Member |
| Nominating & Corporate Governance | Member |
Election Outcome (2025)
| Nominee | Votes For | Votes Withheld | Broker Non‑Votes |
|---|---|---|---|
| Daniel S. Janney | 19,838,511 | 4,134,755 | 3,770,846 |
Attendance
- Board met 4 times in 2024; each director other than Mr. Ganorkar attended at least 75% of Board/committee meetings. Executive sessions of non‑management directors occur after each Board meeting, led by the Lead Independent Director .
Compensation Consultant and Interlocks
- The Compensation Committee retained Compensia, Inc. as its independent compensation consultant in 2024; the committee determined no conflict of interest existed. Compensation committee interlocks: none .