Suma M. Krishnan
Krystal BiotechAbout Suma M. Krishnan
Founder and President, R&D at Krystal Biotech; director since inception. Age 60 as of April 3, 2025; education includes M.S. in Organic Chemistry (Villanova), MBA (Institute of Management and Research, India), and undergraduate degree in Organic Chemistry (Ferguson University, India) . Key performance context: VYJUVEK net product revenue was $290.5M in 2024 with 93% gross margin; EU CHMP issued a positive opinion recommending approval in Q1’25, and Japan JNDA is under priority review—underscoring commercial execution and pipeline validation . Over five years, KRYS cumulative TSR was 183.0% vs 13.6% for the Nasdaq Biotech Index, reflecting significant value creation during her tenure and leadership in R&D and science strategy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Intrexon Corporation | SVP & Head, Human Therapeutics; SVP Regulatory Affairs | 2012–2016 | Led therapeutic division and regulatory affairs, foundational experience in gene therapy development |
| Pinnacle Pharmaceuticals | SVP, Product Development | 2009–2011 | Advanced product development capabilities in specialty pharma |
| New River Pharmaceuticals | VP, Product Development | 2002–2007 | Built development programs; company acquired by Shire in 2007 |
| Pfizer; The Weinberg Group; Janssen | Various roles of increasing responsibility | Pre‑2002 | Early-career pharma, consulting, and regulatory experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external public company directorships disclosed |
Board Governance
- Director since inception; currently a Class I director with term expiring at the 2027 annual meeting .
- Committee roles: Member, Science & Technology Committee; the committee advises on R&D strategy and pipeline evaluation .
- Independence: Board deems seven directors independent; Ms. Krishnan is not listed as independent (she and the CEO/Chair are spouses), implying dual‑role independence considerations .
- Board leadership: Combined Chair/CEO (Krish S. Krishnan) with a Lead Independent Director (Daniel Janney) to mitigate governance concentration .
- Attendance: Each director except one attended at least 75% of meetings in 2024 (indicative of ≥75% attendance for Ms. Krishnan) .
- Executive sessions: Non‑management directors meet after each board meeting; led by the Lead Independent Director .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 514,833 | 575,000 | 639,167 |
| Target Bonus % | — | — | 58% |
| Target Bonus ($) | — | — | 377,000 |
| Actual Annual Bonus Paid ($) | 262,500 | 307,125 | 414,700 |
| Stock Awards (Grant‑date Fair Value, $) | — | 1,228,650 | 7,176,150 |
| Option Awards (Grant‑date Fair Value, $) | 2,189,636 | 1,711,506 | — |
| All Other Compensation ($) | 12,590 | 13,200 | 13,800 |
| Total ($) | 2,979,559 | 3,835,481 | 8,243,817 |
Current contract terms (effective March 1, 2025): Base salary $683,000; target bonus 60% of base salary; at‑will employment .
Performance Compensation
Annual Bonus Plan (2024)
| Component | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Corporate performance multiplier | 75% | Not disclosed | 110% achieved | Applied to corporate portion |
| Individual performance multiplier | 25% | Not disclosed | 110% achieved | Applied to individual portion |
| Resulting payout | — | — | — | 110% of target, $414,700 |
- Corporate performance goals included U.S. commercialization of VYJUVEK, EU/Japan regulatory milestones, and pipeline advancement; specific targets undisclosed for competitive reasons .
Equity Awards and Vesting (Incentives)
| Award Type | Grant Date | Quantity | Vesting | Performance Link | Grant‑date FV ($) |
|---|---|---|---|---|---|
| PSUs | 2/29/2024 | 45,000 | 50% vests 2/28/2025; 50% vests 2/28/2026, subject to 2024 criteria and continued service | 3 criteria: commercial/financial, operational, clinical; all met for max earnout | 7,176,150 |
| PSUs | 2/28/2023 | 15,000 | 50% vests 2/28/2024; 50% vests 2/28/2025, subject to 2023 criteria | Performance‑based; criteria undisclosed | 1,228,650 |
| Restricted Stock Awards | 2/26/2021 | 28,400 | 25% annually starting 2/26/2022 (4‑year schedule) | Time‑based | Market value disclosed as of 12/31/24 (see ownership table) |
| Stock Options | 2/26/2021 | 42,600 @ $78.89; exp. 2/25/2031 | 25% annually starting 2/26/2022 | Time‑based | — |
| Stock Options | 2/28/2022 | 25,000 @ $63.55; exp. 2/27/2032 | 25% annually starting 2/28/2023 | Time‑based | — |
| Stock Options | 2/28/2023 | 30,000 @ $81.91; exp. 2/27/2033 | 25% annually starting 2/28/2024 | Time‑based | — |
- 2024 PSUs earned at maximum; half vested 2/28/2025, remainder vest 2/28/2026, subject to continued employment .
Exercises and Vesting Activity (2024)
| Activity | Shares | Value |
|---|---|---|
| Options exercised | 0 | $0 |
| Shares acquired on vesting (RSA + PSU) | 14,600 | $2,337,800 (RSA at $157.00 and PSU at $163.08) |
Equity Ownership & Alignment
| Ownership Component | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 1,698,810 | Includes Family Trust holdings and options exercisable within 60 days |
| Ownership (% of outstanding) | 5.9% | Based on 28,898,408 shares outstanding |
| Options exercisable within 60 days | 95,100 | Included in beneficial ownership per SEC rules |
| Trust holdings | 140,000 | 50,000 Krishnan Family Trust (joint); 90,000 SMK Trust |
| Unvested RSAs (12/31/24) | 7,100; $1,112,286 market value | Market value at $156.66 |
| Unvested PSUs (2023) | 7,500; $1,174,950 market value | Market value at $156.66 |
| Unvested PSUs (2024) | 45,000; $7,049,700 market value | Market value at $156.66 |
| Hedging/pledging | Prohibited (shorts, derivatives, hedges, margin/pledging) | Insider Trading Policy |
| Ownership guidelines | Not disclosed | — |
Employment Terms
- At‑will employment agreement (dated May 1, 2017); current role: President, R&D; most recent update set base salary at $683,000 and target bonus at 60% effective March 1, 2025 .
- Executive Change in Control Severance Plan (adopted Aug 2, 2024): Double‑trigger; cash severance equals 2.0x (base + target bonus or 3‑year average, if greater); pro‑rated current‑year bonus; prior‑year unpaid bonus; COBRA coverage up to 24 months; accelerated vesting of equity (performance awards settle at greater of target or actual performance measured at change‑in‑control) .
- Restricted covenants: Non‑compete and non‑disparagement during restricted period (24 months for Ms. Krishnan) tied to severance eligibility; confidentiality and IP assignment obligations .
- 280G modified cutback (no tax gross‑ups); excise tax mitigation by reducing payments if beneficial on an after‑tax basis .
- Clawback policy adopted Aug 4, 2023, compliant with Nasdaq Rule 10D‑1; recoupment of erroneously awarded incentive compensation upon accounting restatement .
- Perquisites limited; no hedging/pledging; no option repricing; no supplemental retirement plans .
Illustrative CIC Economics (as of 12/31/24)
| Component | Estimated Value |
|---|---|
| Cash severance | $2,054,000 |
| Pro‑rata current‑year bonus | $377,000 |
| Healthcare benefits | $28,271 |
| Accelerated equity awards | $19,547,938 |
| Total | $22,007,209 |
Compensation Peer Group (Benchmarking)
Peer group guiding 2024 pay decisions includes ACADIA, Agios, Amicus, Apellis, BioCryst, Blueprint, BridgeBio, Corcept, Halozyme, Harmony, ImmunityBio, Insmed, Intra‑Cellular, Iovance, PTC, SpringWorks, TG Therapeutics, Ultragenyx, Vericel—selected for biotech/pharma focus, market cap proximity, and approved product status (<$1B revenue), refined for gene/cell therapy/rare disease relevance .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay received over 96% approval; committee maintained general approach to executive compensation in light of support .
- Annual say‑on‑pay cadence per 2022 “say‑when‑on‑pay” recommendation .
Performance & Track Record
- 2024 VYJUVEK net product revenue $290.5M; gross margins 93%; strong U.S. access (97% of covered lives by Feb 2025), >510 reimbursements; high patient compliance (85%, 97% home dosing) .
- EU CHMP positive opinion (Feb 28, 2025); EC decision expected Q2’25; Japan JNDA under priority review (decision 2H’25) .
- Platform expansion: KB407 (CF) Phase 1 safety/tolerability; KB408 (AATD) Phase 1 with evidence of SERPINA1 delivery and AAT expression; oncology KB707 with early monotherapy activity (NSCLC ORR 27%, DCR 73%) .
- 2024 year‑end cash $749.6M supports continued investment .
- Five‑year cumulative TSR of 183.0% vs peer index 13.6% .
Equity Supply and Insider Selling Pressure
- No option exercises by Ms. Krishnan in 2024; vesting delivered 14,600 shares (RSAs and PSUs), indicating limited near‑term selling pressure from exercises; future vesting of 22,500 PSUs (2023 remaining 7,500 and 2024 45,000 over 2025–2026) represents potential supply events if shares are sold upon settlement .
Risk Indicators & Red Flags
- Governance: Spousal relationship with CEO/Chair and combined Chair/CEO structure can raise independence optics; mitigants include a Lead Independent Director and fully independent Audit/Comp/Nominating committees .
- Alignment safeguards: No hedging/pledging; no option repricing; clawback policy in place .
- Severance: Double‑trigger CIC plan without excise tax gross‑ups; modified cutback reduces potential shareholder‑unfriendly tax exposure .
Director Compensation
- Ms. Krishnan receives no separate compensation for Board or committee service; director cash fees and option grants apply to independent non‑employee directors only .
Investment Implications
- Strong pay‑for‑performance alignment: 2024 cash bonus tied to corporate and individual multipliers achieved at 110%; equity heavily in PSUs with rigorous criteria; high at‑risk pay component (92% variable for Ms. Krishnan) supports long‑term value focus .
- Retention risk appears moderated by significant unvested equity and CIC protections (2.0x multiple; 24‑month restrictive period); absence of hedging/pledging and robust clawback bolster alignment .
- Governance optics: Dual roles and spousal relationship warrant continued monitoring; independent committees and Lead Independent Director mitigate but do not eliminate independence concerns—particularly relevant for compensation and R&D oversight .
- Trading signals: Upcoming PSU vestings (2025–2026) are potential supply catalysts; lack of 2024 option exercises suggests limited immediate selling pressure, but monitor Form 4s around vest dates for actual dispositions .
- Execution track record (commercial and regulatory) plus 5‑year TSR outperformance support confidence in continued value creation; watch EU/Japan approvals, KB407/KB408 clinical readouts, and KB707 expansion as performance drivers that can impact incentive payouts and equity settlement values .