E. Rand Sutherland
Krystal BiotechAbout E. Rand Sutherland
Independent director of Krystal Biotech since January 2022; age 55. M.D. (University of Chicago), M.P.H. (Harvard School of Public Health), B.A. (Oberlin). Former Professor of Medicine and Chief of Pulmonary & Critical Care at National Jewish Health; senior medical leadership at Sanofi; President of Translate Bio. Currently CEO and director of Upstream Bio (Nasdaq: UPB). Committee memberships: Audit Committee member and Commercial Advisory Committee member; independence affirmed by the Board under Nasdaq standards. Attendance met at least 75% of Board and applicable committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sanofi / Sanofi Genzyme | SVP & Global Head of Medical Affairs (Sanofi Genzyme) | Jul 2018–Mar 2021; broader R&D/medical roles Feb 2014–Mar 2021 | Led global medical affairs function for specialty care |
| Translate Bio (Nasdaq: TBIO) | President | Mar 2021–Sep 2021 (through acquisition) | Executive leadership through acquisition |
| National Jewish Health; University of Colorado | Chief of Pulmonary & Critical Care; Professor of Medicine | Prior to 2014 | Led NIH-funded translational research in severe asthma |
| Seeker Biologics (private) | Chief Executive Officer | May 2022–Jun 2023 | CEO of private biotech |
| University of California, San Francisco | Internal Medicine; Chief Medical Resident (training) | Post-doctoral training | Leadership in residency program |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Upstream Bio (Nasdaq: UPB) | Chief Executive Officer & Director | Since Apr 2024–present | Clinical-stage biotech in inflammatory diseases |
| Allakos (Nasdaq: ALLK) | Director | Aug 2023–May 2024 | Prior public company directorship |
Board Governance
- Board classification: Class II director; nominee for term expiring at 2028 annual meeting. Committee memberships: Audit Committee (financially literate; not designated financial expert) and Commercial Advisory Committee; Commercial Advisory chaired by CEO (not independent chair). Audit Committee met 4 times in 2024; Compensation and Nominating met 4 times each.
- Independence: Board affirmatively determined Sutherland is independent under Nasdaq standards; no relationships impairing independent judgment.
- Attendance: Board met 4 times; all directors other than Ganorkar attended ≥75% of Board and committee meetings; Sutherland met the threshold. Executive sessions of non‑management directors held after each Board meeting.
- Lead Independent Director: Oversight functions held by lead independent director (Janney), not Sutherland.
- Risk oversight: Audit Committee reviews financial risk, compliance, related-party transactions; Board oversees cybersecurity; Compensation Committee monitors incentive risk.
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $50,000 | Standard independent director retainer |
| Audit Committee member fee | $10,000 | Non-chair member rate |
| Commercial Advisory Committee member fee | $5,000 | Non-chair member rate |
| Total cash fees paid (FY2024) | $65,000 | Disclosed in director compensation table |
- Program changes (effective Mar 1, 2025): Audit Chair fee increased to $21,000; Audit member fee to $10,500; Lead Independent Director retainer to $30,000 (not directly applicable to Sutherland unless role changes).
Performance Compensation
| Equity Component (FY2024 grants) | Structure | Vesting | Amount |
|---|---|---|---|
| Annual stock options | Equity grant to independent directors | Vest monthly over 12 months | Disclosed as fair value for director grants in aggregate; Sutherland’s 2024 option award fair value: $590,194 |
| Initial stock options (upon election) | One-time grant at board entry | Vest monthly over 36 months | Policy level; Sutherland’s outstanding options reflect cumulative grants |
No performance metrics (e.g., revenue/TSR) apply to director equity; options vest on time-based schedules only, aligning with service and equity ownership.
Other Directorships & Interlocks
| Company | Sector Overlap with KRYS | Potential Interlock/Conflict Indicator |
|---|---|---|
| Upstream Bio (UPB) | Inflammatory diseases; clinical-stage biotech | CEO role may increase external time commitments; no related-party transactions disclosed with KRYS |
| Allakos (ALLK) | Immunology | Prior board tenure ended May 2024; no KRYS transactions disclosed |
Expertise & Qualifications
- Medical/scientific expertise in pulmonology, severe asthma, translational research; senior pharma/biotech leadership (Sanofi Genzyme, Translate Bio). Qualifications support Commercial Advisory Committee contributions and scientific oversight.
- Financial literacy for Audit Committee service; Audit Committee financial expert designation resides with Dino Rossi (chair), not Sutherland.
Equity Ownership
| Measure (as of Mar 25, 2025 or Dec 31, 2024 where noted) | Amount | Detail |
|---|---|---|
| Beneficial ownership (shares) | 31,368 | Represents shares issuable upon exercise of options exercisable within 60 days; <1% of shares outstanding |
| Outstanding option awards (non-employee director table, 12/31/2024) | 32,200 | Cumulative options held at year-end |
Anti-hedging/pledging policy: directors prohibited from hedging and pledging company securities.
Governance Assessment
- Board effectiveness: Sutherland brings deep clinical and medical affairs expertise beneficial to KRYS’s rare disease gene therapy strategy; active roles on Audit and Commercial Advisory align with skillset. Independence affirmed; attendance at/above 75% supports engagement.
- Alignment: Director pay skewed to equity (options fair value $590,194 vs $65,000 cash), promoting long-term alignment despite relatively modest personal ownership (<1%). Anti-hedging policy strengthens alignment.
- Conflicts/related parties: No related-party transactions disclosed involving Sutherland; indemnification agreements standard. Dual role as CEO at UPB merits monitoring for time commitment and competitive overlaps, though no transactions/interlocks with KRYS are disclosed.
- Compensation governance signals: Independent Compensation Committee, independent consultant (Compensia), annual say‑on‑pay with strong shareholder support (96% in 2024)—supports overall governance culture; while NEO-focused, it reflects board’s responsiveness.
- RED FLAGS: None disclosed specific to Sutherland (no pledging/hedging, no related-party transactions, attendance threshold met). Ongoing monitoring suggested for external CEO role workload and any future transactions between KRYS and UPB.
Director Compensation (FY2024 Detail)
| Name | Fees Paid in Cash | Option Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| E. Rand Sutherland | $65,000 | $590,194 | $655,194 |
Committee Assignments
| Committee | Role | Chair? | 2024 Meetings |
|---|---|---|---|
| Audit Committee | Member | No | 4 |
| Commercial Advisory Committee | Member | No | Not disclosed |
Insider Trades
- Not disclosed in proxy; consult Form 4 filings for any transactions. No insider trading policy exceptions; hedging/pledging prohibited.
Attendance & Engagement
| Metric | 2024 Value |
|---|---|
| Board meetings held | 4 |
| Sutherland attendance | ≥75% of Board and committee meetings (aggregate) |
| Executive sessions | Held after each Board meeting (non-management directors) |
Policies & Safeguards
- Related-party transaction policy: Audit Committee review and approval required for transactions >$120,000 involving directors/executives or immediate family; no such transactions involving Sutherland disclosed.
- Code of Business Conduct & Corporate Governance Guidelines available; independence and risk oversight structures described.
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Support |
|---|---|
| 2024 | 96% approval of votes cast (NEO compensation) |
Compensation Structure Analysis (Director)
- Cash vs equity mix: Significant equity component via options; time-based vesting (no performance measures), indicating alignment without pay-for-performance metrics typical for executives.
- Policy changes (2025): Minor fee increases for Audit committee and Lead Independent Director; no structural changes to director equity program disclosed.
- No repricing of options; prohibition on hedging/pledging; no tax gross-ups on perquisites/change-in-control—shareholder‑friendly posture.
Conclusion
Sutherland’s medical and biotech leadership background strengthens KRYS’s board effectiveness, particularly across commercial and clinical oversight. Independence, attendance, and equity‑heavy compensation support alignment, with no disclosed related-party conflicts. Monitor external CEO commitments and any future intercompany interactions for potential conflicts; current disclosures indicate low governance risk.