Kathryn A. Romano
Krystal BiotechAbout Kathryn A. Romano
Kathryn A. “Kate” Romano (age 44) is Chief Accounting Officer of Krystal Biotech (since January 2020) and a Certified Public Accountant with a B.S. in Accounting from Penn State University . During her tenure, KRYS transitioned to commercial stage with first product approval (VYJUVEK) and delivered 2024 net product revenue of $290.5 million with 93% gross margin, while cumulative 5‑year TSR vastly outperformed the Nasdaq Biotech Index (Company cumulative TSR 183% vs peer 13.6%) . Company TSR “value of $100” rose to $282.95 in 2024 (from $224.07 in 2023), and product revenue net increased from $50.7 million in 2023 to $290.5 million in 2024; EBITDA turned positive in 2024 from negative in 2023 (see Performance & Track Record) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CNX Resources Corporation | Corporate Controller | Apr 2018 – Dec 2019 | Senior controllership role at public E&P; prepared for transition to KRYS CAO |
| Rice Energy (acquired by EQT) | Corporate Controller (assisted post-merger through Mar 2018) | Jan 2013 – Nov 2017 (to Mar 2018 transition) | Led corporate accounting through acquisition and integration phase |
| Black Box Corporation | Accounting roles | — | Public company accounting experience |
| Deloitte | Auditing roles | — | Public accounting foundation; CPA credential |
External Roles
No public company directorships or external board roles disclosed in the proxy documents reviewed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary Paid ($) | 341,667 | 391,667 | 416,667 |
| Target Bonus % of Salary | — | — | 50% |
| Target Bonus ($) | — | — | 210,000 |
| Actual Annual Bonus Paid ($) | 175,000 | 210,000 | 231,000 |
- Effective March 1, 2025, base salary increased to $441,000; target bonus set at 50% of salary .
Performance Compensation
Annual Cash Bonus Plan (2024)
| Component | Weighting | Target | Actual Result | Payout vs Target |
|---|---|---|---|---|
| Corporate performance | 75% | 100% | 110% achieved | 110% |
| Individual performance | 25% | 100% | 110% achieved | 110% |
| Overall payout | — | 100% | — | 110% (Paid $231,000 on $210,000 target) |
- Corporate goals covered commercialization, EU/JP regulatory milestones, and pipeline progress; specific targets not disclosed due to competitive sensitivity .
Equity Awards (PSUs/RSUs/Options)
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2024 Grants and Vesting
- PSUs: 15,000 granted on 2/29/2024; performance criteria (three commercial/financial, operational, and clinical targets) fully achieved; vest 50% on 2/28/2025 and 50% on 2/28/2026, subject to continued service; grant-date fair value $2,392,050 .
- No 2024 RSU grant for Romano (CEO received RSUs) .
-
2023 Grants and Vesting
- PSUs: 10,000 granted 2/28/2023; vest in two equal annual installments beginning 2/28/2024, subject to prior-year performance and service (5,000 vested on 2/28/2024; 5,000 scheduled for 2/28/2025) .
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Option Awards (Outstanding as of 12/31/2024)
- 2/26/2021: 29,400 options @ $78.89; vest in 4 annual installments from 2/26/2022; remaining 22,050 exercisable / 7,350 unexercisable; expire 2/25/2031 .
- 2/28/2022: 50,000 options @ $63.55; vest in 4 annual installments from 2/28/2023; 25,000 exercised (12,500 in 2023; 12,500 in 2024), 25,000 unexercisable remaining as of 12/31/2024; expire 2/27/2032 .
- 2/28/2023: 20,000 options @ $81.91; vest in 4 annual installments from 2/28/2024 (5,000 vested in 2024; 15,000 unvested); expire 2/27/2033 .
Upcoming Vesting/Supply Overhang (key dates)
- 2/28/2025: 12,500 PSUs scheduled to vest (5,000 from 2023 grant; 7,500 from 2024 grant), subject to continued employment .
- 2/28/2026: 7,500 PSUs scheduled to vest (remainder of 2024 grant), subject to continued employment .
Equity Ownership & Alignment
| Item (as of 12/31/2024 or 3/25/2025 where noted) | Amount |
|---|---|
| Beneficial ownership (shares) | 71,218 (includes 51,900 options exercisable within 60 days) |
| Ownership as % of outstanding | <1% (Company had 28,898,408 shares outstanding on 3/25/2025) |
| Options exercisable (12/31/2024) | 22,050 (2021 grant) + 5,000 (2023 grant) = 27,050 |
| Options unexercisable (12/31/2024) | 7,350 (2021) + 25,000 (2022) + 15,000 (2023) = 47,350 |
| Unvested stock awards (RSA) | 4,900 units; market value $767,634 at $156.66 close (12/31/2024) |
| Unvested PSUs (2023) | 5,000 units; market value $783,300 at $156.66 (12/31/2024) |
| Unvested PSUs (2024) | 15,000 units; market value $2,349,900 at $156.66 (12/31/2024) |
| 2024 option exercises | 25,000 shares exercised; value realized $2,365,433 |
| 2024 share vesting (RSA+PSU) | 9,900 shares; value realized $1,584,700 |
| Hedging/Pledging | Company policy prohibits hedging and pledging of company stock |
| Ownership guidelines | Not disclosed in proxy; clawback policy adopted Aug 4, 2023 |
Employment Terms
| Term | Detail |
|---|---|
| Start date and role | Appointed Chief Accounting Officer on Feb 25, 2020; at-will employment |
| Current cash comp (effective 3/1/2025) | Base salary $441,000; target bonus 50% of salary |
| Severance (non‑CoC) | If terminated without cause, severance equal to four weeks of then-current base salary (subject to release) |
| Change‑in‑Control (adopted 8/2/2024) | Double-trigger (termination without cause or resignation for good reason within 24 months post-CoC) |
| CoC cash multiple | 1.5x (salary + target bonus) for Romano; plus pro‑rata target bonus |
| CoC benefits | Company-paid/reimbursed COBRA for up to 18 months; accelerated vesting of equity (PSUs at greater of target or actual to date) |
| Restrictive covenants for CoC benefits | Non‑competition and non‑disparagement for 18 months; confidentiality/IP assignment; non‑solicitation |
| Estimated CoC payout (as of 12/31/2024) | Cash severance $945,000; pro‑rata bonus $210,000; healthcare $47,433; accelerated equity $10,010,022; total $11,212,455 |
| Clawback | Executive Incentive Compensation Recoupment Policy (Rule 10D‑1 compliant) adopted Aug 4, 2023 |
Performance & Track Record (Company context during tenure)
| Metric | 2023 | 2024 |
|---|---|---|
| Net Product Revenue ($, millions) | 50.7 | 290.5 |
| EBITDA ($, millions) | -93.3* | 105.7* |
| Gross Margin (%) | — | 93% |
| TSR – Value of $100 (year-end) | $224.07 | $282.95 |
| 5‑Year Cumulative TSR vs Peer | Company 183.0% vs Nasdaq Biotech Index 13.6% | — |
*Values retrieved from S&P Global.
Notes:
- EMA/CHMP positive opinion for VYJUVEK (EU decision expected 2Q25) and Japan JNDA under priority review support forward revenue visibility .
Compensation Structure Analysis and Governance Signals
- High at‑risk pay: In 2024, ~86% of Romano’s total direct compensation was variable, driven by PSUs and performance bonus, aligning pay with operational/commercial milestones .
- No hedging/pledging, no option repricing, no excise tax gross‑ups; formal clawback in place—shareholder‑friendly posture .
- Independent comp committee, outside consultant (Compensia), and updated peer group with commercial-stage biotechs; annual say‑on‑pay support >96% in 2024 .
Investment Implications
- Alignment: Romano’s compensation is heavily equity‑based (PSUs tied to commercial/operational/clinical objectives) with recent full achievement; this aligns incentives with continued revenue scale‑up and pipeline execution .
- Near‑term supply/overhang: 12,500 PSUs vesting on 2/28/2025 and a further 7,500 PSUs on 2/28/2026, alongside ongoing option vesting, may create episodic selling pressure; note 25,000 options exercised in 2024 with $2.37 million value realized .
- Retention/CoC risk: Double‑trigger CoC plan with 1.5x cash multiple and full equity acceleration (PSUs at target or actual) provides meaningful protection but also increases deal‑related dilution; restrictive covenants (18 months) partially mitigate post‑deal flight risk .
- Execution context: Strong 2024 commercial performance (net product revenue $290.5m; 93% gross margin) and outperformance in TSR vs biotech index indicate favorable pay‑for‑performance alignment through the commercial transition; governance features (anti‑pledging, clawback) reduce red‑flag risk .