Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) On January 12, 2022, Jing Marantz gave notice of her resignation from the
Board of Directors (the "Board") of Krystal Biotech, Inc. (the "Company").
Dr. Marantz's decision to resign was not the result of any disagreement with the
Company on any matter related to the Company's operations, policies or
practices, or the Company's management or Board of Directors. Dr. Marantz will
continue to serve as a director of the Company until January 18, 2022,
subsequent to which, she has agreed to commence a senior executive position
(Chief Business Officer) at the Company.
On January 13, 2022, the Board appointed E. Rand Sutherland as a member of the
Board, effective January 18, 2022, to fill the vacancy created by Dr. Marantz's
resignation. Dr. Sutherland will serve as a Class II director and stand for
election at the Company's 2022 annual meeting. He will not serve on any Board
committees initially. He has no arrangement or understanding with any person
pursuant to which he was selected as a director of the Company.
Dr. Sutherland was president of Translate Bio prior to its acquisition by
Sanofi. Before joining Translate Bio, Dr. Sutherland spent seven years at
Sanofi, most recently as global head of medical affairs for Sanofi Genzyme, and
prior to that, head of rare diseases development. Dr. Sutherland's strategic
leadership in clinical development and medical affairs has been critical to the
development and launch of medicines for lysosomal storage diseases, rare blood
and other genetic diseases, and pulmonary and immunological diseases. Before
joining industry, Dr. Sutherland was professor of medicine at the University of
Colorado and chief of pulmonary and critical care medicine at National Jewish
Health in Denver, where he cared for patients and led an NIH-funded clinical and
translational research program focused on severe asthma and other complicated
pulmonary diseases. Dr. Sutherland holds a Bachelor of Arts from Oberlin
College, a Doctor of Medicine from the University of Chicago and a Masters of
Public Health from Harvard University.
In connection with his service on the Board, Dr. Sutherland will receive
compensation commensurate with the Company's other non-employee directors.
Dr. Sutherland and the Company have entered into an indemnification agreement on
the same terms as the Company has previously entered into with its directors, a
form of which has been previously filed as Exhibit 10.1 to the Company's Annual
Report on Form 10-K for the year ended December 31, 2020.
Item 7.01 Regulation FD Disclosure.
On January 18, 2022, the Company issued a press release announcing Dr. Marantz'
resignation from the Board and election to the office of Chief Business Officer
and Dr. Sutherland's appointment to the Board. A copy of the press release is
attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Item 7.01 of this Current Report, including Exhibit 99.1
attached hereto, shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press release dated January 18, 2022.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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