Dino A. Rossi
Krystal BiotechAbout Dino A. Rossi
Independent director at Krystal Biotech (KRYS) since June 2017; age 70 as of April 3, 2025. Chair of the Audit Committee, member of the Compensation Committee, and designated Audit Committee financial expert, with prior C-suite finance and operating roles at Balchem Corporation (CEO/President, CFO, Treasurer). Holds a BS in Accounting from West Virginia University. Board has affirmatively determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Balchem Corporation | Executive Chairman | Sep 2015 – Dec 2016 | Oversight of finance and operations at a public company |
| Balchem Corporation | Chief Executive Officer & President | Oct 1997 – Apr 2015 | Led strategic and operational execution |
| Balchem Corporation | Chief Financial Officer | Apr 1996 – Jan 2004 | Financial leadership at a public company |
| Balchem Corporation | Treasurer | Jun 1996 – Jun 2003 | Treasury and capital management |
| Norit Americas Inc. | Senior finance/administration roles | Prior to Balchem | Finance and administration experience |
| Oakite Products Inc. | Senior finance/administration roles | Prior to Balchem | Finance and administration experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Polytek Development Corporation | Director | Current | Active directorship |
| Chroma Color Concentrates | Director | Prior | Former directorship |
| Fenzi Holdings SPV S.p.A. | Director | Prior | Former directorship |
| Elite Comfort Solutions | Director | Prior | Former directorship |
| Scientific Learning Corporation | Director | Prior | Former directorship |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member; Audit Committee members are Rossi (Chair), Janney, Gangolli, Sutherland; Compensation Committee members are Janney (Chair), Gangolli, Rossi .
- Audit Committee financial expert: Board determined Rossi is the Audit Committee financial expert under SEC rules; Audit Committee met four times in FY2024; Compensation Committee met four times .
- Independence and attendance: Board deemed Rossi independent; Board met four times in FY2024 and each director other than Ganorkar attended at least 75% of aggregate Board and committee meetings, indicating Rossi met the ≥75% threshold .
- Executive sessions: Non-management directors meet in executive session after each Board meeting; lead independent director presides .
- Audit Committee report: Rossi signed the Audit Committee Report recommending inclusion of audited financials in the 2024 Form 10-K .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer | $50,000 | Independent director cash fee |
| Audit Committee Chair fee | $20,000 | Chair retainer (raised to $21,000 effective Mar 1, 2025) |
| Compensation Committee member fee | $10,000 | Member retainer |
| Total cash fees received (Rossi) | $80,000 | FY2024 cash compensation |
| Option awards (grant-date fair value) | $590,194 | FY2024 annual director option grant; vests monthly over 12 months |
| Total director compensation (Rossi) | $670,194 | Cash + equity |
- Program updates approved Feb 2025: Audit Chair fee to $21,000; Audit member fee to $10,500; Lead independent director retainer to $30,000, effective March 1, 2025 .
Performance Compensation
| Equity Element | Grant Size | Vesting | Terms/Notes |
|---|---|---|---|
| Initial option grant upon board entry | 10,000 options | 36 equal monthly installments | Standard for new independent directors |
| Annual option grant (FY2024) | 5,000 options | 12 equal monthly installments | Annual award structure for independent directors |
| FY2024 equity fair value (Rossi) | $590,194 | N/A (valuation) | FASB ASC 718 Black-Scholes; options vest monthly over one year |
- No director-level performance metrics (e.g., revenue/TSR hurdles) are disclosed for director equity; vesting schedules are time-based for options .
- Anti-hedging/derivatives: Directors prohibited from hedging, short sales, and derivative transactions under Insider Trading Policy .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public/private boards | Polytek Development Corporation (Director) |
| Prior boards | Chroma Color Concentrates; Fenzi Holdings SPV S.p.A.; Elite Comfort Solutions; Scientific Learning Corporation |
| Compensation Committee interlocks | None; no member of the Compensation Committee has served as an officer/employee or had relationships requiring disclosure; no executive officer served on another entity’s board/comp committee with reciprocal overlap |
Expertise & Qualifications
- Financial expertise: Former CFO and CEO/President of Balchem; designated Audit Committee financial expert .
- Education: BS in Accounting, West Virginia University .
- Industry and operational experience: Decades of leadership in public-company finance, treasury, and general management; senior finance roles at Norit Americas and Oakite Products .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Shares Outstanding | Breakdown / Notes |
|---|---|---|---|
| Dino A. Rossi | 136,509 | <1% (*) | Includes 57,818 options exercisable within 60 days as of March 25, 2025 |
- Anti-pledging: Policy prohibits pledging of company securities by directors, which mitigates alignment risks; no pledging by Rossi disclosed .
- Stock ownership guidelines: No director stock ownership guideline disclosure identified in proxy; not stated in Corporate Governance materials section of the proxy .
Governance Assessment
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Strengths:
- Independent director with deep financial leadership and audit expertise; chairs Audit Committee and is SEC-defined financial expert, bolstering oversight of reporting, internal controls, and related-party reviews .
- Active committee service (Audit Chair; Compensation member) with committees meeting regularly (four times each in FY2024), and ≥75% attendance threshold met, indicating engagement .
- Compensation Committee utilizes an independent consultant (Compensia) and maintains clawback policy for executives; strong governance practices reduce conflicts and pay risk .
- Anti-hedging/pledging policy for directors enhances alignment and reduces reputational risk .
- High say-on-pay support (over 96% in 2024), signaling broader shareholder confidence in KRYS’s compensation governance framework .
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Watchpoints/Red flags:
- Combined Chair/CEO structure at KRYS can be a governance risk; mitigated by a lead independent director and robust independent committee leadership (Rossi among them) .
- Director equity is delivered via options with time-based vesting (no disclosed performance conditions), which can dilute without explicit performance gating; however, board uses market benchmarking and modest cash retainers; Rossi’s FY2024 mix was ~12% cash ($80k) and ~88% equity ($590k) based on disclosed amounts .
- No director-specific ownership guideline disclosure; continued monitoring of ownership alignment is warranted using beneficial ownership updates .
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Related-party exposure: No related-party transactions disclosed involving Rossi; Audit Committee reviews and pre-approves audit/non-audit services and related-party dealings under policy, reducing conflict risk .
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Overall view: Rossi’s seasoned CFO/CEO background and audit chair role are positives for investor confidence and financial oversight; independence, committee workload, and anti-hedging policies further support board effectiveness. The combined Chair/CEO model warrants continued reliance on independent leadership and committee rigor—areas where Rossi is central .