DEF 14A of Krystal Biotech, Inc., Apr 3, 2026

DEF 14A of Krystal Biotech, Inc.

Filed Apr 3, 2026 · FY20250001711279-26-000036

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF CLASS III DIRECTORS

    PROPOSAL 1: ELECTION OF CLASS III DIRECTORS Our Board of Directors is divided into three classes of directors, each serving staggered three-year terms. The Board is currently comprised of eight directors, two of whom have terms expiring at the Annual Meeting. The nominees, each of whom is currently serving as a Class III director, have been recommended by the Board for re-election to serve as directors for three-year terms until the 2029 Annual Meeting and until their successors are duly elected and qualified. The Board knows of no reason why the nominees would be unable to serve as a director. If the nominees are unavailable for election or service, the Board may designate a substitute nominee and the persons designated as proxy holders will vote for the substitute nominee recommended by the Board. Under these circumstances, the Board may also, as permitted by our bylaws, decrease the size of the Board.

  2. Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting

    Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting The following table sets forth the name and age of each nominee for Class III director, indicating all positions and offices with us currently held by the director.

  3. Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting

    | Name | Age(1) | Title | Director Since | | Krish S. Krishnan | 61 | Chairman, President, and Chief Executive Officer | 2016 | | Christopher Mason | 68 | Director | 2021 |

  4. Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting

    (1) Age as of April 3, 2026. Set forth below are descriptions of the backgrounds and principal occupations of each of Mr. Krishnan and Dr. Mason. Krish S. Krishnan has served as our President and Chief Executive Officer and Chairman of our Board since our inception. Mr. Krishnan previously served as Chief Operating Officer of Intrexon Corporation (NYSE: XON) from 2011 to 2016, and as Chief Executive Officer and President of Pinnacle Pharmaceuticals, Inc. from 2009 to 2011. He also served as Chief Financial Officer and Chief Operating Officer of New River Pharmaceuticals, Inc. from 2004 to 2007 (previously listed on Nasdaq prior to its acquisition by Shire plc in 2007) and was a member of its Board of Directors from 2003 until 2007. He served as a Senior Managing Director of Third Security, LLC between 2001 and 2008 and as a board member of Biotie Therapies Oyj (BTH1V: Helsinki) between 2008 and 2009. He served as Managing Principal at Ariba before joining Third Security and served with the management consulting firm A.T. Kearney, where he advised Fortune 50 companies on business strategy. Mr. Krishnan started his career as an engineer with E.I. Dupont de Nemours in Wilmington, Delaware. He received a B.S. in Mechanical Engineering from the Indian Institute of Technology, an M.S. in Engineering from the University of Toledo, and an M.B.A. in Finance from The Wharton School at the University of Pennsylvania. Mr. Krishnan is the spouse of Suma Krishnan, our Founder and President, R&D. We believe that Mr. Krishnan’s role as our principal executive officer and his extensive business experience, including significant pharmaceutical industry experience, qualifies him to serve as a member of our Board. Christopher Mason, MD, PhD, FRCS, FRSB, FMedSci, has served as a member of our Board since January 2021 and is Chair of the Science and Technology Committee. Dr. Mason is the Founder of Sun Vectors, Inc. and has served as a director and its Chief Executive Officer since August 2022. Dr. Mason is the Founder of AVROBIO, Inc. and served as its Chief Scientific Officer from July 2015 to June 2022. Dr. Mason has been on the faculty of the Advanced Centre for Biochemical Engineering, University College London since 1999, including Full Professor of Regenerative Medicine Bioprocessing (2008-2017), and Full Professor of Cell and Gene Therapy since 2017. Dr. Mason is the founder of London Regenerative Medicine Network Ltd. and has served as a director since February 2008. He co-founded OriBiotech Ltd. and has served as a nonexecutive director from September 2015 to December 2025. Dr. Mason has also served as a director of the Alliance for Regenerative Medicine (ARM) from October 2021 to October 2024, and of Papillon Therapeutics Inc. and the Foundation for mRNA Medicines since July 2024 and September 2024, respectively. He previously served as founder and a director of Stem Cell Translation Ltd. from October 2006 to March 2018 and served as a trustee of the British Neurological Research Trust from May 2012 to May 2016 and the UK Stem Cell Foundation from September 2010 to May 2016. Dr. Mason earned an MBBS (MD) from the United Medical and Dental Schools of Guy’s and St. Thomas’s Hospitals (now King’s College London), a BSc (Hons) in Clinical Sciences from the Imperial College London (St. Mary’s Hospital Medical School / Royal Postgraduate Medical School), and a PhD from Advanced Center for Biochemical Engineering, University College London. He is an elected Fellow of the Academy of Medical Sciences, Royal College of Surgeons of England, Royal College of Surgeons in Ireland, and Royal Society of Biology. We believe that Dr. Mason’s scientific and professional background, especially his extensive experience in gene therapy, qualifies him to serve as a member of our Board. Directors are elected by a plurality of the votes cast by the Company’s stockholders present in person or represented by proxy and entitled to vote on the election of directors once a quorum has been established. For purposes of the vote on this proposal, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote. THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES SET FORTH ABOVE.

  5. Continuing Directors

    Continuing Directors Class I Directors with Terms Expiring at the 2027 Annual Meeting of Stockholders Suma M. Krishnan (61) is our Founder and President, R&D and has served as a director since our inception. Prior to being named as our President, R&D in February 2022, Ms. Krishnan served as our Chief Operating Officer. Ms. Krishnan has over two decades of experience in drug development. She previously served as Senior Vice President and head of the Human Therapeutics Division, as well as Senior Vice President of Regulatory Affairs at Intrexon Corporation from 2012 to 2016. She previously served as Senior Vice President, Product Development at Pinnacle Pharmaceuticals, Inc. from 2009 to 2011. Prior to joining Pinnacle, Ms. Krishnan was Vice President, Product Development at New River Pharmaceuticals, Inc. from 2002 until its acquisition by Shire plc in 2007. Prior to New River, Ms. Krishnan held roles of increasing responsibility at Pfizer, Inc.; the Weinberg Group, a pharmaceutical and environmental consulting firm; and Janssen Pharmaceuticals, Inc. Ms. Krishnan received an M.S. in Organic Chemistry from Villanova University, an M.B.A. from Institute of Management and Research (India) and an undergraduate degree in Organic Chemistry from Ferguson University (India). Ms. Krishnan is the spouse of Krish S. Krishnan, our Chairman and Chief Executive Officer. We believe that Ms. Krishnan’s extensive knowledge of our gene therapy products and proprietary platform and her significant drug development experience stretching over two decades qualifies her to serve as a member of our Board. Julian S. Gangolli (68) has served as a member of our Board since March 2019 and is Chair of the Nominating and Corporate Governance Committee and a member of the Compensation Committee and the Audit Committee. He was President, North America of Greenwich Biosciences, a GW Pharmaceuticals PLC company, from May 2015 to May 2019. Prior to joining GW Pharmaceuticals, Mr. Gangolli spent 17 years at Allergan, Inc., including serving as President of the North American Pharmaceutical division from January 2004 to May 2015. Prior to Allergan, Mr. Gangolli served in sales and marketing positions at VIVUS, Inc., Syntex Pharmaceuticals, Inc., and Ortho-Cilag Pharmaceuticals Ltd. Mr. Gangolli is a director of Outlook Therapeutics, Inc. (Nasdaq: OTLK). Mr. Gangolli received a BSc (Honors) degree in Applied Chemistry and Business Studies from Kingston University in England. We believe that Mr. Gangolli’s extensive experience in the pharmaceutical industry, including the commercialization of numerous products, qualifies him to serve as a member of our Board. Catherine Mazzacco (61) has served as a member of our Board since March 2023 and is a member of the Nominating and Corporate Governance Committee and Commercial Advisory Committee. Ms. Mazzacco was CEO & President of LEO Pharma, a privately owned global pharmaceutical company, and a member of the Board of Directors from August 2019 to November 2021. Prior to this role, Ms. Mazzacco was Senior Vice President, Global Commercial Operations, Life Sciences Division at GE HealthCare, a leading global medical technology, pharmaceutical diagnostics and life sciences company, from February 2018 to May 2019. Before joining GE HealthCare, Ms. Mazzacco spent over 25 years at Abbott Laboratories, a major multinational publicly traded healthcare company where she held several global senior operational and strategic leadership roles, including, most recently, Vice President, Global Commercial Operations, Abbott Vision Division from 2011 to 2017. Ms. Mazzacco is a Member of the Supervisory Board and Remuneration & Nomination Committee of Servier SAS, a privately owned global pharmaceutical company. Ms. Mazzacco is also a member of the Board of Directors, Audit Committee and Chair of the Commercial Strategy Committee of Sight Sciences, Inc. (Nasdaq: SGHT), an eyecare technology company. Ms. Mazzacco holds a BSE, Engineering, Option Biotechnology from the University of Compiègne in France. We believe that Ms. Mazzacco’s deep healthcare knowledge as well as her extensive international, commercial, operational and transformation expertise qualifies her to serve as a member of our Board. Class II Directors with Terms Expiring at the 2028 Annual Meeting of Stockholders Daniel S. Janney (60) has served as a member of our Board since November 2016 and is our Lead Independent Director, chairman of the Compensation Committee, and a member of the Audit Committee and the Nominating and Corporate Governance Committee. Mr. Janney is a Managing Director at Alta Partners, a life sciences venture capital firm, which he joined in 1996. Prior to joining Alta, from 1993 to 1996, he was a Vice President in Montgomery Securities’ healthcare and biotechnology investment banking group, focusing on life sciences companies. Mr. Janney is a director of several companies, including, Be Biopharma, DEM BioPharma, Edgewood Oncology, Lassen Therapeutics, and Progentos Therapeutics. He holds a Bachelor of Arts in History from Georgetown University and an M.B.A. from the Anderson School of Management at the University of California, Los Angeles. We believe Mr. Janney’s experience working with and serving on the boards of directors of life sciences companies and his experience working in the venture capital industry with a focus on the life sciences industry qualifies him to serve as a member of our Board. Dino A. Rossi (71) has served as a member of our Board since June 2017 and is Chair of the Audit Committee and a member of the Compensation Committee. Mr. Rossi was previously employed by Balchem Corporation, where he served as Executive Chairman from September 2015 to December 2016, Chief Executive Officer and President from October 1997 to April 2015, Chief Financial Officer from April 1996 to January 2004, Treasurer from June 1996 to June 2003, and was a member of the board of directors from October 1998 to December 2015. Prior to Balchem, Mr. Rossi held senior finance and administration positions with Norit Americas Inc. and Oakite Products Inc. Mr. Rossi is also a director of Polytek Development Corporation. Previously, Mr. Rossi served on the boards of directors of Chroma Color Concentrates, Fenzi Holdings SPV S.p.A., Elite Comfort Solutions and Scientific Learning Corporation. Mr. Rossi holds a BS in Accounting from West Virginia University. We believe that Mr. Rossi’s extensive leadership experience as an executive officer of a publicly traded company, as well as his financial expertise, qualifies him to serve as a member of our Board.

  6. Continuing Directors

    E. Rand Sutherland, MD (56) has served as a member of our Board since January 2022 and is a member of the Audit Committee and the Commercial Advisory Committee. Since April 2024, Dr. Sutherland has served as Chief Executive Officer and a member of the Board of Directors of Upstream Bio, Inc. (Nasdaq: UPB), a biotechnology company focused on developing therapies for respiratory and inflammatory diseases. From May 2022 until June 2023, Dr. Sutherland served as Chief Executive Officer of Seeker Biologics, Inc., a privately held biotechnology company. Dr. Sutherland served as President of Translate Bio, Inc., a publicly traded biotechnology company, from March 2021 until the company’s acquisition by Sanofi in September 2021. From February 2014 to March 2021, Dr. Sutherland served in various research and development and medical affairs roles at Sanofi, most recently as Senior Vice President and Global Head of Medical Affairs for Sanofi Genzyme from July 2018 to March 2021. Previously, 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 treated patients and led an NIH-funded translational research program in severe asthma. Dr. Sutherland previously served on the board of directors of Allakos Inc. (Nasdaq: ALLK) from August 2023 until May 2024. Dr. Sutherland holds a B.A. from Oberlin College, an M.P.H. from the Harvard School of Public Health, and an M.D. from the University of Chicago. Dr. Sutherland completed his post-doctoral training in Internal Medicine at the University of California, San Francisco, where he also served as Chief Medical Resident, followed by a fellowship in Pulmonary and Critical Care Medicine at the University of Colorado. We believe that Dr. Sutherland’s scientific and professional background qualifies him to serve as a member of our Board.

  7. PROPOSAL 4: APPROVAL OF THE NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    PROPOSAL 4: APPROVAL OF THE NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

  8. Background Regarding the Non-Employee Director Compensation Policy

    Background Regarding the Non-Employee Director Compensation Policy On February 13, 2026, our Board, at the recommendation of the Compensation Committee, approved the Non-Employee Director Compensation Policy, a copy of which is attached as Appendix A (the “Compensation Policy”), which includes the 2026 Non-Employee Director Compensation Program (the “2026 Program”). We are asking our stockholders to approve the Compensation Policy, pursuant to which our non-employee directors will receive equity awards and annual cash retainers as compensation for their service on our Board and, if applicable, a committee of the Board. We believe that the specialized skills, talent, judgment and dedication of our directors are critical factors affecting the long-term value of our Company. The goal of the Compensation Policy is to attract and retain talented directors for service on our Board and to provide appropriate compensation for our non-employee directors’ leadership and expertise, which is competitive with the compensation of non-employee directors at our peer group companies.

  9. Background Regarding Non-Employee Director Compensation Litigation

    Background Regarding Non-Employee Director Compensation Litigation On September 18, 2025, a stockholder filed a derivative complaint in the Court of Chancery of the State of Delaware naming the Company’s then directors as defendants and the Company as a nominal defendant. The complaint alleges claims for breach of fiduciary duty, unjust enrichment, and waste of corporate assets based on allegedly excessive non-employee director compensation in each of 2021 through 2024. The parties have reached an agreement in principle on settlement terms but must still negotiate and execute a definitive settlement agreement, which will be filed with the Delaware Court of Chancery and is subject to court approval upon the conclusion of a settlement hearing concerning the fairness of the terms of the proposed settlement. The director defendants have denied, and continue to deny, all allegations of wrongdoing, fault, liability, or damage to the Company, and have asserted, and continue to assert, that at all relevant times, they acted in good faith and in a manner that they reasonably believed to be in the best interests of Krystal and its stockholders. The director defendants agreed to the proposed settlement solely because they deemed it desirable that the claims be settled and dismissed with prejudice in order to avoid the substantial expense, inconvenience, and distraction of continued litigation. Pursuant to the proposed settlement, we agreed that for a five (5) year period commencing on the effective date of the settlement (the “Settlement Governance Period”) we would enhance our disclosure of our annual compensation policy for our non-employee directors, including disclosure of our decision-making process with respect to non-employee director compensation. In addition, we agreed that we would submit our proposed compensation policy for non-employee directors to a stockholder vote. In accordance with the terms of the proposed settlement, the Company is submitting the Compensation Policy, including the 2026 Program, for stockholder vote at the Annual Meeting.

  10. Annual Peer Companies Review and Non-Employee Director Compensation Assessment

    Annual Peer Companies Review and Non-Employee Director Compensation Assessment On an annual basis, the Compensation Committee will retain an independent compensation consultant (the “Consultant”) to advise the Compensation Committee in connection with the Company’s non-employee director compensation program for each such year, including with respect to (i) the amount and type of non-employee director compensation, and (ii) any comparative or market data deemed appropriate by such Consultant. As part of such review, the Consultant will recommend a group of peer companies (the “Peer Companies”) to be used as a reference in evaluating the competitiveness of the Company’s non-employee director compensation program. In addition to recommending the Peer Companies, the Consultant will annually conduct a review and prepare a written report evaluating the Company’s non-employee director compensation program in comparison to the current Peer Companies. The Consultant’s report shall include, at a minimum: (i) a description of the structure of non-employee director compensation program at the Company and the Peer Companies, (ii) a summary of the amounts of each component of non-employee director compensation at the Peer Companies, together with percentile rankings, (iii) an assessment of the overall competitiveness of the Company’s current non-employee director compensation program relative to the current Peer Companies, including the Company’s percentile rankings for each element of cash and equity-based compensation versus the Peer Companies, and (iv) considerations and potential changes to the non-employee director compensation program for the applicable year considering the Company’s market positioning compared to the Peer Companies.

  11. Non-Employee Director Compensation Limits

    Non-Employee Director Compensation Limits 2026 Non-Employee Director Compensation Program For 2026, the Compensation Committee engaged Compensia, Inc. (“Compensia”), a national compensation consulting firm, to serve as its independent compensation consultant in connection with the review and design of the 2026 Program, and the Board approved the 2026 Program described below that is designed to compensate non-employee directors around the 50th percentile of the Peer Companies for each element of compensation. Cash Compensation Each non-employee director shall be eligible to receive an annual cash retainer of $50,000 for service on the Board. The Lead Independent Director shall be eligible to receive an additional annual cash retainer of $40,000. Non-employee directors serving as chairpersons or members of Board committees shall be eligible to receive the following additional annual cash retainers:

  12. Non-Employee Director Compensation Limits

    | Name of Committee | Chairperson* | Member | | Audit Committee | $25,000 | $12,500 | | Compensation Committee | $20,000 | $10,000 | | Nominating & Corporate Governance Committee | $10,400 | $5,000 | | Commercial Advisory Committee | $8,000 | $5,000 | | Science & Technology Committee | $8,000 | $5,000 |

  13. Non-Employee Director Compensation Limits

    * A chairperson of a committee shall not receive an additional retainer for service as a member of that same committee. Equity Compensation Each current non-employee director will receive annual equity-based compensation awards with a grant date dollar value of $400,000, which is the 50th percentile of the 2026 Peer Companies annual equity-based awards. The equity-based awards shall be made in the form of 60% stock options and 40% restricted stock units. If an individual becomes a non-employee director during 2026, they will receive an initial equity-based compensation award with a grant date value of $640,000, representing a 1.6x multiple of the annual equity-based awards for 2026. The 1.6x multiple corresponds to the 50th percentile of the Peer Companies. Remaining Years of the Settlement Governance Period The annual non-employee director compensation programs for each remaining year of the Settlement Governance Period (2027 through (and including) 2030 if the conditions below are met in 2026) shall be the same as the 2026 Program; provided, however, that the Board in its discretion, after reviewing the recommendation of the Compensation Committee, may approve cash compensation and equity-based awards for such years, in the aggregate and/or by individual element of compensation, up to, but not exceeding, the 75th percentile of the 2026 Peer Companies without the need to seek or obtain additional stockholder approval. Years Following the Settlement Governance Period The annual non-employee director compensation programs for each year after the Settlement Governance Period shall follow the same process as set forth above, including retaining a Consultant to advise the Compensation Committee in connection with the Company’s non-employee director compensation program. The Board in its discretion, after reviewing the recommendation of the Compensation Committee, will approve the non-employee director compensation program structure and amounts of compensation for each year. The Board may approve cash compensation and equity-based awards for such year, in the aggregate and/or by individual element of compensation, up to, but not exceeding, the 75th percentile of the Peer Companies for the applicable year without the need to seek or obtain additional stockholder approval.

  14. Director Compensation for 2025

    Director Compensation for 2025 The Compensation Committee is responsible for reviewing and making recommendations to the Board regarding compensation paid to our independent, non-employee directors for their Board and Board committee service. For the fiscal year ended December 31, 2025, as compensation for serving on the Board, each of our non-employee directors was eligible to receive: (1) an annual cash fee of $50,000 for serving as a member of our Board; (2) an annual cash fee of $21,000 for the Audit Committee Chair, an annual cash fee of $20,000 for the Compensation Committee Chair, and an annual cash fee of $10,000 for the Nominating and Corporate Governance Committee Chair; and (3) annual cash fees for service as a non-Chair member of the Audit Committee of $10,500, the Compensation Committee of $10,000, and the Nominating and Corporate Governance Committee of $5,000. Mr. Janney, our lead independent director, received an additional cash retainer of $30,000. Non-employee directors serving on the Science and Technology Committee and the Commercial Advisory Committee receive an annual cash fee $8,000 for the Chair and $5,000 for non-chair members. These cash fees are payable in quarterly installments on a prorated basis. We also reimburse our directors for reasonable travel and related fees and expenses incurred in connection with their participation in Board or Board committee meetings and other related activities, such as site visits in which they engage as directors. For the fiscal year ended December 31, 2025, our non-employee director compensation program included an initial grant of options for 10,000 shares of our Common Stock for each director upon their initial election to the Board. Such initial option grant vests in 36 equal monthly installments starting on the first monthly anniversary of the grant. Our 2025 non-employee director compensation program also included eligibility for an annual grant of options to each non-employee director for 5,000 shares of our Common Stock. Such annual option grant vests in 12 equal monthly installments starting on the first monthly anniversary of the grant. Mr. Krishnan and Ms. Krishnan do not receive any additional compensation for their service on the Board, the Science and Technology Committee, or the Commercial Advisory Committee.

  15. Director Compensation Tables

    Director Compensation Tables The following table provides information on the compensation of our non-employee directors for the fiscal year ended December 31, 2025, other than Mr. Krishnan and Ms. Krishnan, each of whom received no separate compensation for their service as directors. For information related to the compensation of Mr. Krishnan and Ms. Krishnan, please refer to “Compensation of Named Executive Officers—Summary Compensation Table.”

  16. Director Compensation Tables

    | Name | Fees Paid in Cash | Option Awards (1) | Total | | Daniel S. Janney | $115,500 | $410,972 | $526,472 | | Dino A. Rossi | $81,000 | $410,972 | $491,972 | | Kirti Ganorkar(2) | $— | $— | $— | | Julian S. Gangolli | $80,500 | $410,972 | $491,472 | | Christopher Mason | $58,000 | $410,972 | $468,972 | | E. Rand Sutherland | $65,500 | $410,972 | $476,472 | | Catherine Mazzacco | $60,000 | $410,972 | $470,972 |

  17. Director Compensation Tables

    (1)Represents the grant date fair value of the option awards, calculated in accordance with FASB ASC 718. The grant date fair value of our stock options is calculated using a Black-Scholes valuation model. The options vest monthly over one year. (2)Mr. Ganorkar, who resigned from the Board effective as January 1, 2026, declined to receive any compensation for his service as a director. The following table sets forth the outstanding equity awards held by our non-employee directors as of December 31, 2025, which consisted entirely of stock options.

  18. Director Compensation Tables

    | Name | Option Awards | | Daniel S. Janney | 82,595 | | Dino A. Rossi | 63,650 | | Kirti Ganorkar(1) | — | | Julian S. Gangolli | 37,200 | | Christopher Mason | 44,000 | | E. Rand Sutherland | 37,200 | | Catherine Mazzacco | 25,780 |

  19. Director Compensation Tables

    (1)Mr. Ganorkar, who resigned from the Board effective as January 1, 2026, declined to receive any compensation for his service as a director.

  20. Executive Summary — Performance Highlights

    • Compensation At-Risk. Our executive compensation program is designed so that a significant portion of our Named Executive Officers’ compensation is “at risk” based primarily on corporate performance, as well as equity-based, to align the interests of our Named Executive Officers and stockholders. •Executive Compensation Clawback Policy. The Company adopted an executive compensation Clawback Policy in 2023. Under the Clawback Policy, we are required to recoup the amount of any erroneously awarded incentive-based compensation within a specified look back period in the event of any accounting restatement, subject to limited impracticability exceptions. • Multi-Year Vesting Requirements. The annual equity awards granted to our Named Executive Officers vest over multi-year periods, consistent with current market practice and our retention objectives. • Health and Welfare Benefits. Our Named Executive Officers participate in broad-based Company-sponsored health and welfare benefit programs on the same basis as our other full-time, salaried employees. What We Don’t Do: • No Executive Pension Plans or Supplemental Retirement Plans. We do not currently offer, nor do we have plans to offer, defined benefit pension plans or any non-qualified deferred compensation plans or arrangements to our Named Executive Officers other than the plans and arrangements that are available to all employees. Our Named Executive Officers are eligible to participate in our Section 401(k) retirement plan on the same basis as our other employees. We do not provide any supplemental retirement plans. • No Guaranteed Cash Payments. We do not provide our Named Executive Officers with guaranteed base salary increases or performance-based annual bonus increases. • Limited Perquisites. We provide minimal perquisites and other personal benefits to our Named Executive Officers. • No Tax Payments on Perquisites. We do not provide any tax reimbursement payments (including “gross-ups”) on any perquisites or other personal benefits, other than on standard relocation benefits. • No Tax Payments on Change-in-Control Arrangements. We do not provide any excise tax reimbursement payments (including “gross-ups”) on payments or benefits contingent upon a change in control of the Company. • No Hedging or Pledging of our Equity Securities. We maintain a policy that prohibits our employees, including our Named Executive Officers, and the non-employee members of our Board of Directors from hedging or pledging our equity securities. •No Re-pricing of Stock Options. We do not re-price stock options without stockholder approval, and we do not grant discounted stock options. Stockholder Advisory Vote on Named Executive Officer Compensation We value the opinions of our stockholders. At our 2024 annual meeting of stockholders, we conducted a non-binding advisory vote on the compensation of our Named Executive Officers, commonly referred to as a “say-on-pay” vote, in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Over 96% of the votes cast by stockholders on this proposal, excluding broker non-votes and abstentions, were cast in support of the compensation paid to our Named Executive Officers. While this vote is a non-binding advisory vote, our Compensation Committee and Board take the voting results into account in determining the compensation of our Named Executive Officers. In light of the level of support evidenced by the say-on-pay vote, among other factors, our Compensation Committee decided to maintain our general approach to executive compensation and made no significant changes to our executive compensation program for 2025. In addition, at our 2022 annual meeting of stockholders, we asked that our stockholders recommend, on an advisory basis, whether we hold future say-on-pay votes annually, every two years, or every three years. Of the votes cast, there was a large preference for an annual say-on-pay vote. After consideration of these results, it was decided, in accordance with stockholders’ recommendation, that we will hold future say-on-pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of say-on-pay votes. Our Compensation Committee and Board will continue to consider stockholder input and monitor our executive compensation program to ensure it aligns the interests of our Named Executive Officers with the interests of our stockholders and adequately addresses input from our stockholders. Accordingly, at the Annual Meeting to which this Proxy Statement relates, we will be conducting a non-binding vote on the compensation of our Named Executive Officers disclosed in this Proxy Statement. See Proposal 3 in this Proxy Statement.

  21. Executive Compensation Design

    Executive Compensation Design We structure the annual compensation of our Named Executive Officers using three principal elements: base salary, performance-based annual cash bonus opportunities, and long-term incentive compensation opportunities in the form of equity awards. The design of our executive compensation program is influenced by a variety of factors, with the primary goals being to align the interests of our Named Executive Officers and stockholders and to link pay with performance. We emphasize the use of equity awards to provide incentives for our Named Executive Officers to focus on the growth of our overall enterprise value and, correspondingly, to create value for our stockholders. The longer-term nature of these equity awards mirror our long-term investment in bringing new therapies to market and incentivize continuity of leadership over the long-term. For 2025, our long-term incentive compensation awards granted to our Named Executive Officers consisted of stock options and RSUs. We believe use of equity awards facilitates retention and aligns the interests of our Named Executive Officers with those of our stockholders by allowing them to participate in our longer-term success and the intended appreciation of our stock price. Stock options are inherently performance based, and link executive pay to stockholder return. With stock options, our Named Executive Officers will receive value from their awards only if the market price of our Common Stock increases above the exercise price and remains above the exercise price as the stock options vest, which focuses our Named Executive Officers on long-term stockholder value creation. Stock options do not offer downside protection, and, thus, will not provide value to our Named Executive Officers if the market price of our Common Stock is below the exercise price. RSUs provide our Named Executive Officers with an economic benefit equal to the portion of the RSUs that vests annually. This provides incentives for our Named Executive Officers to continue to create stockholder value over time and with the downside protection that the RSUs will retain some value. RSUs also provide an incentive for our Named Executive Officers to continue providing services to us through the vesting period. We have not adopted formal policies or guidelines for allocating compensation between current and long-term compensation, between cash and non-cash compensation or among different forms of non-cash compensation. As described below, the Compensation Committee considers a variety of factors in determining the appropriate yearly mix among such compensatory elements.

  22. Compensation-Setting Process

    Compensation-Setting Process Role of Compensation Committee The Compensation Committee discharges the responsibilities of our Board relating to the compensation of our Named Executive Officers. The Compensation Committee has the overall responsibility for overseeing our compensation and benefits policies and overseeing and evaluating the compensation plans, policies, and practices applicable to our Named Executive Officers. In carrying out its responsibilities, the Compensation Committee evaluates our compensation policies and practices with a focus on the degree to which these policies and practices reflect our executive compensation philosophy, develops strategies and makes decisions that it believes further our philosophy or align with developments in best compensation practices, and reviews the performance of our Named Executive Officers when making decisions with respect to their compensation. The Compensation Committee’s authority, duties, and responsibilities are further described in its charter, which is available on our website at www.krystalbio.com under “Corporate Governance” on the “Investors” page. The Compensation Committee retains an independent compensation consultant (as described below) to provide support in its review and assessment of our executive compensation program; however, the Compensation Committee exercises its own judgment in making final decisions with respect to the compensation of our Named Executive Officers. The Compensation Committee reviews our executive compensation program annually. As part of this review process, the Compensation Committee applies the objectives described above within the context of our overall compensation philosophy while simultaneously considering the compensation levels needed to ensure our executive compensation program remains competitive based on input from and market data provided by the Compensation Committee’s compensation consultant. The Compensation Committee also evaluates whether we are meeting our retention objectives and the potential cost of replacing key Named Executive Officers. Setting Target Total Direct Compensation Each year, typically during the first quarter of the fiscal year, the Compensation Committee conducts a review of our Named Executive Officers’ compensation arrangements. As part of this review, the Compensation Committee evaluates the base salary levels, performance-based annual cash bonus opportunities, and long-term incentive compensation opportunities of our Named Executive Officers and related performance criteria. The Compensation Committee does not establish a specific target for formulating the target total direct compensation opportunities of our Named Executive Officers. Instead, it evaluates both performance and compensation to ensure that the compensation provided to our Named Executive Officers is competitive relative to the compensation paid by similar companies in the biotechnology and pharmaceuticals sectors, with particular emphasis on our peer companies, as described below. In making decisions about the compensation of our Named Executive Officers, the members of the Compensation Committee rely primarily on their general experience and subjective considerations of various factors, including the following: • our executive compensation program objectives; • our performance against the financial, operational, and strategic objectives established by the Compensation Committee; • each individual Named Executive Officer’s knowledge, skills, experience, qualifications, and tenure relative to other similarly situated executives at the companies in our compensation peer group and/or the proprietary database of the Compensation Committee’s independent compensation consultant; • the scope of each Named Executive Officer’s role and responsibilities compared to other similarly situated executives at the companies in our compensation peer group and/or the proprietary database of the Compensation Committee’s independent compensation consultant; • the prior performance of each individual Named Executive Officer, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her business unit or functions and work as part of a team, all of which reflect our core values; • the potential of each individual Named Executive Officer to contribute to our long-term financial, operational, and strategic objectives; • our CEO’s compensation relative to that of our other Named Executive Officers, and compensation parity among our executive officers; • the compensation practices of our compensation peer group and the companies in selected broad-based compensation surveys and the positioning of each Named Executive Officer’s compensation in a ranking of peer company compensation levels based on an analysis of competitive market data; and • the recommendations of our CEO with respect to the compensation of our other Named Executive Officers. These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunities for each Named Executive Officer. No single factor is determinative in setting compensation levels, nor is the impact of any individual factor on the determination of pay levels quantifiable. The Compensation Committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in developing its compensation decisions. In making compensation decisions, the members of the Compensation Committee consider these factors in light of the members’ individual experience, knowledge of the Company, knowledge of the competitive market, knowledge of each Named Executive Officer, and business judgment. The Compensation Committee does not engage in formal benchmarking against other companies’ compensation programs or practices to establish our compensation levels or to make specific compensation decisions with respect to our Named Executive Officers. Instead, in making its determinations, the Compensation Committee reviews information summarizing the compensation paid at a representative group of peer companies, the extent to which the executive positions at these companies are considered comparable to our positions and informative of the competitive environment and more broad-based compensation surveys. Broad-based compensation surveys allow the Compensation Committee to gain a general understanding of market compensation levels. Role of Management In discharging its responsibilities, the Compensation Committee works with members of our management, primarily our CEO. Our management assists the Compensation Committee by providing information on corporate and individual performance, market compensation data, and management’s perspective on compensation matters. The Compensation Committee solicits and reviews our CEO’s proposals with respect to program structures, as well as his recommendations for adjustments to annual cash compensation, long-term incentive compensation opportunities, and other compensation-related matters for our other Named Executive Officers based on his evaluation of their performance for the prior year. At the beginning of each year, our CEO reviews the performance of our other Named Executive Officers, including each such individual’s level of success in accomplishing the business objectives established for him or her for the prior year and his or her overall performance during that year, and then shares these reviews with, and makes recommendations to, the Compensation Committee. The CEO’s recommendations include a recommendation for each element of compensation, as described above. The annual business objectives for each Named Executive Officer are developed through mutual discussion and agreement between our CEO and the Named Executive Officers and take into account our business objectives, which are reviewed with the Compensation Committee.

  23. Compensation-Setting Process

    The Compensation Committee reviews and discusses the CEO’s proposals and recommendations with our CEO and considers them as one factor in determining and approving the compensation of our other Named Executive Officers. Our CEO also attends meetings of our Board and the Compensation Committee at which executive compensation matters are addressed, except with respect to discussions involving his own compensation. Role of Compensation Consultant The Compensation Committee has the sole authority to retain an external compensation consultant to assist it by providing information, analysis, and other advice relating to our executive compensation program. The Compensation Committee also has the authority to approve the consultant’s reasonable fees and other retention terms. The compensation consultant reports directly to the Compensation Committee and its chair, and serves at the discretion of the Compensation Committee, which reviews the engagement annually. In 2025, the Compensation Committee engaged Compensia, Inc. (“Compensia”), a national compensation consulting firm, to serve as its compensation consultant to advise on executive and Board compensation matters, including competitive market pay practices for our Named Executive Officers, and with the selection of our compensation peer group. During 2025, Compensia provided various services including the following: • the review, analysis, and recommended updating of our compensation peer group; • the review and analysis of the base salary levels, performance-based annual cash bonus opportunities, and long-term incentive compensation opportunities of our Named Executive Officers against competitive market data based on the companies in our compensation peer group and Compensia's proprietary database; •the review and analysis of the cash and equity awards of our non-employee directors against competitive market data; • consultation with the Compensation Committee chair; and • support on other ad hoc matters throughout the year. Compensia also coordinated with our management for data collection and informal market comparisons for our Named Executive Officers. In 2025, Compensia did not provide any other services to us. The Compensation Committee has evaluated its relationship with Compensia to ensure that it believes that such firm is independent from management. This review process included a review of the services that such compensation consultant provided, the quality of those services and the fees associated with the services provided during 2025. Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4), Rule 5605(d)(3)(D) of the Nasdaq Marketplace Rules, and such other factors as were deemed relevant under the circumstances, the Compensation Committee has determined that no conflict of interest was raised as a result of the work performed by Compensia. Competitive Positioning The Compensation Committee believes that peer group comparisons are useful guides to evaluate the competitiveness of our executive compensation program and related policies and practices. For purposes of assessing our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a select group of peer companies. This compensation peer group consists of biotechnology and pharmaceutical companies that are similar to us in terms of market capitalization and stage of development. The competitive data drawn from this compensation peer group is one of several factors that the Compensation Committee considers in making its decisions with respect to the compensation of our Named Executive Officers. The compensation peer group for 2025, which was updated in December 2024 with the assistance of Compensia, to analyze the compensation of our Named Executive Officers was comprised of publicly traded biotechnology and pharmaceutical companies against which we compete for executive talent. In identifying and selecting the companies to comprise the compensation peer group, Compensia considered the following primary criteria: • ownership/location – publicly traded and headquartered in the U.S.; •similar industry – companies with a primary focus in the biotechnology and pharmaceutical sectors; • similar market capitalization – within a range of ~0.33x to ~3.0x of our then-market capitalization of approximately $5.2 billion; • FDA Phase – companies with FDA approval and marketing product(s); •revenue – $100 million to $1 billion; and •refinement criteria – gene/cell therapy or orphan designation/rare disease – to help identify those companies most similar to us. After evaluating the 2024 peer companies against these criteria, the Compensation Committee replaced seven of the companies in our peer group, as being below our market capitalization range or below our revenue range, and added five new peer companies. The compensation peer group for purposes of 2025 compensation decisions for our Named Executive Officers consisted of the following companies:

  24. Compensation-Setting Process

    *New for 2025 The Compensation Committee used data drawn from the companies in our compensation peer group, as well as data drawn from Compensia’s proprietary database, to evaluate the competitive market when determining the total direct compensation packages for our Named Executive Officers, including base salary, target performance-based annual cash bonus opportunities, and long-term incentive compensation opportunities. The Compensation Committee reviews our compensation peer group at least annually and makes adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group.

  25. Compensation Elements

    Compensation Elements Generally, our executive compensation program consists of three principal elements – base salary, performance-based annual cash bonus opportunity, and long-term incentive compensation in the form of equity awards. It also includes participation in our broad-based health and welfare benefit programs.

  26. Compensation Elements

    | Element | Type of Element | Compensation Element | Objective | | Base Salary | Fixed | Cash | Designed to attract and retain executives by providing fixed compensation amounts that are competitive in the market | | Performance-Based Annual Cash Bonuses | Variable | Cash | Designed to motivate our executives to achieve annual business, financial, strategic and individual objectives and provide financial incentives when we meet or exceed these annual objectives | | Long Term Incentive Compensation | Variable | Equity Awards | Designed to align the interests of our executives and our stockholders by motivating them to create sustainable long-term stockholder value |

  27. Compensation Elements

    The base salaries paid to our Named Executive Officers during 2025 are set forth in the “Summary Compensation Table” below. Performance-Based Annual Cash Bonuses We provide our Named Executive Officers with the opportunity to earn annual cash bonuses that are intended to encourage the achievement of performance goals, which could include goals related to commercializing our products, advancing our clinical pipeline, building our research and development and manufacturing infrastructure, strategic initiatives, financial performance, and growing and sustaining the Company. Cash bonuses for our Named Executive Officers other than our CEO for 2025 were based 75% on our corporate performance and 25% on individual performance. The cash bonus for our CEO was based 100% on our corporate performance. The corporate performance multiplier is based on the degree to which the Company’s objectives have been achieved during the relevant year; this multiplier is determined by the Compensation Committee and for 2025 could have ranged from 0 to 130% of target. The individual performance multiplier is based on the degree to which each employee’s individual objectives have been achieved during the relevant year; this multiplier is approved by the Compensation Committee for each of our Named Executive Officers (other than our CEO whose cash bonus is based 100% on our corporate performance) and for 2025 could have ranged from 0 to 120% of target. To be eligible to receive an annual cash bonus payment, a Named Executive Officer must be employed by us through the time of the bonus payment. Target Annual Cash Bonus Opportunities In February 2025, the Compensation Committee reviewed the target annual cash bonus opportunities of our Named Executive Officers as part of its annual review of our executive compensation program. For purposes of this review, the Compensation Committee took into consideration a competitive market analysis prepared by Compensia and the recommendations of our CEO (except with respect to his own target annual cash bonus opportunity), as well as the other factors described in “Compensation-Setting Process – Setting Target Total Direct Compensation” above. The target annual cash bonus opportunities of our Named Executive Officers for 2025, both as a percentage of annual base salary and in dollars are set forth below.

  28. Compensation Elements

    | Named Executive Officer | 2025 Target Annual Cash Bonus Opportunity (as a percentage of base salary) | 2025 Target Annual Cash Bonus Opportunity | | Mr. Krishnan | 80% | $682,400 | | Ms. Krishnan | 60% | $409,800 | | Ms. Romano | 50% | $220,500 |

  29. Compensation Elements

    Corporate Performance Goals Corporate performance goals for our annual cash bonus opportunity were approved by the Compensation Committee in February 2025 and related to operational, financial, manufacturing, and strategic objectives that were important to us, including commercialization of VYJUVEK in the United States, regulatory milestones, and advancing our clinical pipeline. These corporate performance goals include highly-sensitive competitive data, and we do not disclose the specific goals or targets because we believe that such disclosure would result in competitive harm to us. The Compensation Committee purposely set these goals at challenging levels. Annual Cash Bonus Payments In January 2026, the Compensation Committee evaluated our actual performance against the corporate performance goals and determined that we had achieved such goals at 100% of their target level, resulting in a corporate performance multiplier of 100%. In addition, our CEO assessed the individual performance of each of our other Named Executive Officers and provided these assessments to the Compensation Committee. The Compensation Committee reviewed our CEO's assessments and determined that, each of Suma Krishnan and Kathryn Romano had achieved 105% of their target individual performance goals. In view of such achievement, the Compensation Committee determined to make annual cash bonus payments to our Named Executive Officers as follows:

  30. Compensation Elements

    | Named Executive Officer | 2025 Target Annual Cash Bonus Opportunity (as a percentage of base salary) | 2025 Target Annual Cash Bonus Opportunity | Corporate Performance Multiplier (75% of Annual Cash Bonus) | Individual Performance Multiplier (25% of Annual Cash Bonus) | 2025 Actual Annual Cash Bonus Payment | Payment Percentage | | Mr. Krishnan(1) | 80% | $682,400 | 100% | N/A | $682,400 | 100.00% | | Ms. Krishnan | 60% | $409,800 | 100% | 105% | $414,923 | 101.25% | | Ms. Romano | 50% | $220,500 | 100% | 105% | $223,256 | 101.25% |

  31. Compensation Elements

    (1) Mr. Krishnan’s annual cash bonus payment was based 100% on our corporate performance. Long-Term Equity Incentive Compensation As a biotechnology company that encounters significant competition for qualified personnel, long-term incentive compensation plays a critical role in our ability to attract, hire, motivate, and reward qualified and experienced executives. The use of long-term incentive compensation in the form of equity awards is necessary for us to compete for qualified executives without significantly increasing cash compensation and is the most important element of our executive compensation program. We use equity awards to incentivize and reward our Named Executive Officers for long-term corporate performance based on the value of our Common Stock and, thereby, to align their interests with the interests of our stockholders. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our Named Executive Officers to create value for our stockholders. Equity awards that vest over time also help us retain our Named Executive Officers in a highly competitive market. In 2025, we used options to purchase shares of our Common Stock and RSUs that are settled in shares of our Common Stock to motivate and reward our Named Executive Officers for long-term increases in the value of our Common Stock. The Compensation Committee believes that because stock options provide an economic benefit only in the event that our stock price increases over the exercise price of the option, these awards align the interests of our Named Executive Officers with those of our stockholders. Options also provide an incentive for our Named Executive Officers to continue providing services to us through the vesting period. RSUs provide our Named Executive Officers with an economic benefit that increases in the event that our stock price increases over time. Accordingly, the Compensation Committee believes that RSU awards provide meaningful incentives to our Named Executive Officers to increase the value of our stock over time, while also providing downside protection that the RSUs will retain some value. RSUs also provide an incentive for our Named Executive Officers to continue providing services to us through the vesting period. In prior years, the Compensation Committee used PSU awards that vest only after the achievement of specified performance objectives approved by the Compensation Committee. The Compensation Committee believes PSU awards provide meaningful incentives for our Named Executive Officers to achieve performance objectives tied to important corporate goals, which in turn may increase stockholder value over time. In addition, the vesting feature of PSUs contributes to retention of our Named Executive Officers. The Compensation Committee determined that the equity mix for our Named Executive Officers’ 2025 equity awards (through options and RSUs) was appropriate to ensure that the compensation of our Named Executive Officers remains tied to stock performance and that it also promotes retention. In 2025, the Compensation Committee did not apply a rigid formula in determining the size of the equity awards to be granted to our Named Executive Officers. Instead, in making these decisions, the Compensation Committee exercised its judgment as to the amount of the awards after considering a competitive market analysis prepared by Compensia, the outstanding equity holdings of each Named Executive Officer (including the current economic value of his or her unvested equity holdings and the ability of these unvested holdings to satisfy our retention objectives), the proportion of our total shares of our Common Stock outstanding used for annual employee long-term incentive compensation awards (our “burn rate”) in relation to the annual burn rate ranges of the companies in our peer group, the potential voting power dilution to our stockholders in relation to the median practice of the companies in our peer group, and the other factors described in “Compensation-Setting Process — Setting Target Total Direct Compensation” above. Based upon these factors, the Compensation Committee determined the size of each award at levels it considered appropriate to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value. In February 2025, as part of its annual review of our executive compensation program, and after taking into consideration a competitive market analysis prepared by Compensia and the recommendations of our CEO (except with respect to his own equity award), as well as the factors described in the preceding paragraph, the Compensation Committee granted our Named Executive Officers RSUs and stock options, as follows.

  32. Compensation Elements

    | Named Executive Officer | Restricted Stock Units | Stock Options (number of shares) | Aggregate Grant Date Fair Value of Equity Awards (1) | | Mr. Krishnan | 22,900 | 39,300 | $8,779,918 | | Ms. Krishnan | 16,000 | 25,000 | $5,841,978 | | Ms. Romano | 2,200 | 10,000 | $1,583,941 |

  33. Compensation Elements

    (1) Amounts represent the grant date fair value of RSUs and fair market value of stock options as determined by the Black-Scholes model calculated in accordance with FASB ASC 718. The RSUs granted to our Named Executive Officers in 2025 vest over a four-year period, with 25% vesting each year on the anniversary of the grant date, with the first annual vesting date occurring on February 28, 2026. The vesting of the RSUs is contingent on the named executive officer’s continued employment with or service to us through each applicable vesting date and are settled in shares of our Common Stock on each vesting date. The options granted to our Named Executive Officers in 2025 to purchase shares of our Common Stock vest (and become exercisable) over a four-year period, with 25% vesting each year on the anniversary of the grant date, with the first annual vesting date occurring on February 28, 2026. The vesting of the options is contingent on the Named Executive Officer’s continued employment with or service to us through each applicable vesting date. The PSUs granted to our Named Executive Officers in 2024 could be earned in full or in part upon the achievement during the year ending December 31, 2024, of some or all of the performance criteria that were weighted and approved the Compensation Committee. The performance criteria included three specific commercial/financial, operational, and clinical targets. We do not disclose the specific 2024 PSU performance criteria due to commercial sensitivity and competitive concerns. The Compensation Committee purposely set the performance criteria at challenging levels. To the extent that some or all of the performance criteria were not achieved during the year ending December 31, 2024, the corresponding amount of PSUs would have been forfeited. The 2024 PSU performance criteria were achieved and, accordingly, one-half of the PSUs granted in 2024 vested on February 28, 2025, the first anniversary of the grant date, and the other one-half of the PSUs granted in 2024 vested on February 28, 2026, the second anniversary of the grant date. The equity awards granted to our Named Executive Officers during 2025 are set forth in the “Summary Compensation Table” and the “Grants of Plan-Based Awards Table” below.

  34. Summary Compensation Table

    Summary Compensation Table The following table sets forth a summary of all compensation earned, awarded or paid, as applicable, to our Named Executive Officers in the fiscal years ended December 31, 2025, 2024 and 2023.

  35. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | All Other Compensation ($) | Total ($) | | Krish S. Krishnan | 2025 | 846,167 | 682,400 | 4,104,825 | 4,675,093 | 134,000(3) | 10,442,485 | | Chair and Chief Executive Officer | 2024 | 801,667 | 714,560 | 13,953,625 | — | 133,800 | 15,603,652 | | | 2023 | 733,333 | 487,500 | 2,047,750 | 2,852,511 | 102,800 | 6,223,894 | | Kathryn A. Romano | 2025 | 437,500 | 223,256 | 394,350 | 1,189,591 | 14,000(4) | 2,258,697 | | Chief Accounting Officer | 2024 | 416,667 | 231,000 | 2,392,050 | — | 13,800 | 3,053,517 | | | 2023 | 391,667 | 210,000 | 819,100 | 1,141,004 | 13,200 | 2,574,971 | | Suma M. Krishnan | 2025 | 677,500 | 414,923 | 2,868,000 | 2,973,978 | 14,000(4) | 6,948,401 | | President, R&D | 2024 | 639,167 | 414,700 | 7,176,150 | — | 13,800 | 8,243,817 | | | 2023 | 575,000 | 307,125 | 1,228,650 | 1,711,506 | 13,200 | 3,835,481 |

  36. Summary Compensation Table

    (1)Amounts reflect the grant date fair value of awards of time-based RSUs and PSUs made to the Named Executive Officer in the year indicated, computed in accordance with FASB ASC Topic 718. For purposes of this calculation, we have disregarded forfeiture assumptions related to service-based vesting conditions. For a discussion of the assumptions used in calculating these values, see Note 10 to our Consolidated Financial Statements for the year ended December 31, 2025. (2)Represents the grant-date fair value of the option award. The options vest in four equal annual installments. For information regarding assumptions underlying the valuation of equity awards, see Note 10 to our Consolidated Financial Statements for the year ended December 31, 2025. The amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic value that may be received by the Named Executive Officers upon the exercise of the stock options or any sale of the underlying shares of our Common Stock. (3)$120,000 represents reimbursement for living expenses and $14,000 represents the employer matching contribution to the executive’s Section 401(k) Plan contributions for the year ended December 31, 2025. (4)Represents the employer matching contribution to the executive’s Section 401(k) Plan contributions.

  37. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table shows information regarding grants of plan-based awards during the fiscal year ended December 31, 2025 to the Company’s Named Executive Officers.

  38. Grants of Plan-Based Awards

    | | Grant Date | Compensation Committee Action Date | Stock Awards: Number of Shares of Stock or Units (#)(1) | Option Awards: Number of Securities Underlying Options (#) (2) | Exercise or Base Price of Option Awards (3) | Grant Date Fair Value of Stock and Option Awards (4) | | Krish S. Krishnan | 2/28/2025 | 2/11/2025 | 22,900 | — | $— | $4,104,825 | | | 2/28/2025 | 2/11/2025 | — | 39,300 | $179.25 | $4,675,093 | | Kathryn A. Romano | 2/28/2025 | 2/11/2025 | 2,200 | | $— | $394,350 | | | 2/28/2025 | 2/11/2025 | — | 10,000 | $179.25 | $1,189,591 | | Suma M. Krishnan | 2/28/2025 | 2/11/2025 | 16,000 | — | $— | $2,868,000 | | | 2/28/2025 | 2/11/2025 | — | 25,000 | $179.25 | $2,973,978 |

  39. Grants of Plan-Based Awards

    (1)RSUs vesting in four equal installments over four years beginning February 28, 2026. (2)Options subject to time-based vesting criteria described in the footnotes to the Outstanding Equity Awards at Fiscal Year End December 31, 2025 table below. (3)The exercise price of these stock options is equal to the closing price of our common stock on the grant date as reported on the Nasdaq Global Select Market. (4)Amounts represent the grant date fair value of RSUs and stock options calculated in accordance with FASB ASC 718. The grant date fair value of our stock options is calculated using a Black-Scholes valuation model.

  40. Outstanding Equity Awards at Fiscal Year-End December 31, 2025

    Outstanding Equity Awards at Fiscal Year-End December 31, 2025 The following table presents information about our Named Executive Officers’ outstanding equity awards as of December 31, 2025.

  41. Outstanding Equity Awards at Fiscal Year-End December 31, 2025

    | | Option Awards(1) | | | | Stock Awards(1) | | | Name | Number of securities underlying unexercised options (#) (exercisable) | Number of securities underlying unexercised options (#) (unexercisable) | Option exercise price | Option expiration date | Number of shares or units of stock that have not vested | Market value of shares or units of stock that have not vested | | Krish S. Krishnan | 61,200 | —(2) | $78.89 | 2/25/2031 | | | | | 37,500 | 12,500(3) | $63.55 | 2/27/2032 | | | | | 25,000 | 25,000(4) | $81.91 | 2/27/2033 | | | | | — | 39,300(5) | $179.25 | 2/27/2035 | | | | | | | | | 26,250(6) | $6,471,675 | | | | | | | 26,250(7) | $6,471,675 | | | | | | | 22,900(8) | $5,645,766 | | Kathryn A. Romano | 29,400 | —(9) | $78.89 | 2/25/2031 | | | | | 12,500 | 12,500(10) | $63.55 | 2/27/2032 | | | | | 10,000 | 10,000(11) | $81.91 | 2/27/2033 | | | | | — | 10,000(12) | $179.25 | 2/27/2035 | | | | | | | | | 7,500(13) | $1,849,050 | | | | | | | 2,200(14) | $542,388 | | Suma M. Krishnan | 42,600 | —(15) | $78.89 | 2/25/2031 | | | | | 37,500 | 12,500(3) | $63.55 | 2/27/2032 | | | | | 15,000 | 15,000(16) | $81.91 | 2/27/2033 | | | | | — | 25,000(17) | $179.25 | 2/27/2035 | | | | | | | | | 22,500(18) | $5,547,150 | | | | | | | 16,000(19) | $3,944,640 |

  42. Outstanding Equity Awards at Fiscal Year-End December 31, 2025

    (1)All stock options, RSUs, and PSUs were granted under our 2017 IPO Stock Incentive Plan. The market value of the RSUs and PSUs are based on the closing price of $246.54 per share for our Common Stock on December 31, 2025, as reported on the Nasdaq Global Select Market. (2)On February 26, 2021, 61,200 options to purchase shares of our Common Stock were granted that vested in four equal annual installments beginning on February 26, 2022, subject to continued service with us through each applicable vesting date. (3)On February 28, 2022, 50,000 options to purchase shares of our Common Stock were granted that vest in four equal annual installments beginning on February 28, 2023, subject to continued service with us through each applicable vesting date. (4)On February 28, 2023, 50,000 options to purchase shares of our Common Stock were granted that vest in four equal annual installments beginning on February 28, 2024, subject to continued service with us through each applicable vesting date. (5)On February 28, 2025, 39,300 options to purchase shares of our Common Stock were granted that vest in four equal annual installments beginning on February 28, 2026, subject to continued service with us through each applicable vesting date. (6)On February 29, 2024, 52,500 PSUs that settle in shares of our Common Stock were granted and vest in two equal annual installments beginning on February 28, 2025, subject to the achievement of performance criteria for the year ended December 31, 2024, as described above in Compensation Elements — Long-Term Equity Incentive Compensation and continued service with us through each applicable vesting date. (7)On February 29, 2024, 35,000 RSUs that settle in shares of our Common Stock were granted and vest in four equal annual installments beginning on February 28, 2025, subject to continued service with us through each applicable vesting date. (8)On February 28, 2025, 22,900 RSUs that settle in shares of our Common Stock were granted and vest in four equal annual installments beginning on February 28, 2026, subject to continued service with us through each applicable vesting date. (9)On February 26, 2021, 29,400 options to purchase shares of our Common Stock were granted that vested in four equal annual installments beginning on February 26, 2022, subject to continued service with us through each applicable vesting date. (10)On February 28, 2022, 50,000 options to purchase shares of our Common Stock were granted that vest in four equal annual installments beginning on February 28, 2023, subject to continued service with us through each applicable vesting date. Ms. Romano exercised 12,500 options during each of 2023 and 2024. (11)On February 28, 2023, 20,000 options to purchase shares of our Common Stock were granted that vest in four equal annual installments beginning on February 28, 2024, subject to continued service with us through each applicable vesting date. (12)On February 28, 2025, 10,000 options to purchase shares of our Common Stock were granted that vest in four equal annual installments beginning on February 28, 2026, subject to continued service with us through each applicable vesting date. (13)On February 29, 2024, 15,000 PSUs that settle in shares of our Common Stock were granted and vest in two equal annual installments beginning on February 28, 2025, subject to the achievement of performance criteria for the year ended December 31, 2024, as described above in Compensation Elements — Long-Term Equity Incentive Compensation and continued service with us through each applicable vesting date. (14)On February 28, 2025, 2,200 RSUs that settle in shares of our Common Stock were granted and vest in four equal annual installments beginning on February 28, 2026, subject to continued service with us through each applicable vesting date. (15)On February 26, 2021, 42,600 options to purchase shares of our Common Stock were granted that vested in four equal annual installments beginning on February 26, 2022, subject to continued service with us through each applicable vesting date. (16)On February 28, 2023, 30,000 options to purchase shares of our Common Stock were granted that vest in four equal annual installments beginning on February 28, 2024, subject to continued service with us through each applicable vesting date. (17)On February 28, 2025, 25,000 options to purchase shares of our Common Stock were granted that vest in four equal annual installments beginning on February 28, 2026, subject to continued service with us through each applicable vesting date. (18)On February 29, 2024, 45,000 PSUs that settle in shares of our Common Stock were granted and vest in two equal annual installments beginning on February 28, 2025, subject to the achievement of performance criteria for the year ended December 31, 2024, as described above in Compensation Elements — Long-Term Equity Incentive Compensation and continued service with us through each applicable vesting date. (19)On February 28, 2025, 16,000 RSUs that settle in shares of our Common Stock were granted and vest in four equal annual installments beginning on February 28, 2026, subject to continued service with us through each applicable vesting date.

  43. Option Exercises and Stock Vested

    Option Exercises and Stock Vested Our Named Executive Officers acquired the following shares of our Common Stock during the year ended December 31, 2025, upon the vesting of restricted stock awards, RSUs, and PSUs. There were no options exercised by our Named Executive Officers during the year ended December 31, 2025.

  44. Option Exercises and Stock Vested

    | | Stock awards | | | Name | Number of shares acquired on vesting | Value realized on vesting(1)(2) | | Krish S. Krishnan | 57,700(3) | $10,313,553 | | Kathryn A. Romano | 17,400(4) | $3,104,936 | | Suma M. Krishnan | 37,100(5) | $6,629,869 |

  45. Option Exercises and Stock Vested

    (1)The value realized on vesting of restricted stock awards on February 26, 2025 is based on the closing price of $176.39 per share for our Common Stock on February 26, 2025, as reported on the Nasdaq Global Select Market. (2)The value realized on vesting of PSUs and RSUs on February 28, 2025 is based on the closing price of $179.25 per share for our Common Stock on February 28, 2025, as reported on the Nasdaq Global Select Market. (3)Represents 10,200 restricted stock awards that vested and settled in shares of our Common Stock on February 26, 2025 (40,800 restricted stock awards that settled in shares of our Common Stock were granted on February 26, 2021, which vested in four equal annual installments with the last tranche of 10,200 vesting on February 26, 2025), 38,750 PSUs, and 8,750 RSUs that vested and settled in shares of our Common Stock on February 28, 2025. (4)Represents 4,900 restricted stock awards that vested and settled in shares of our Common Stock on February 26, 2025 (19,600 restricted stock awards that settled in shares of our Common Stock were granted on February 26, 2021, which vested in four equal annual installments with the last tranche of 4,900 vesting on February 26, 2025), and 12,500 PSUs that vested and settled in shares of our Common Stock on February 28, 2025. (5)Represents 7,100 restricted stock awards that vested and settled in shares of our Common Stock on February 26, 2025 (28,400 restricted stock awards that settled in shares of our Common Stock were granted on February 26, 2021, which vested in four equal annual installments with the last tranche of 7,100 vesting on February 26, 2025), and 30,000 PSUs that vested and settled in shares of our Common Stock on February 28, 2025.

  46. CEO Pay Ratio

    CEO Pay Ratio Our compensation and benefits philosophy and the overall structure of our compensation and benefit programs are broadly similar across the organization to encourage and reward all employees who contribute to our success. We strive to ensure the pay of each of our employees reflects the level of their job impact and responsibilities and is competitive within our peer group. Compensation rates are benchmarked and are generally set to be market-competitive. Our ongoing commitment to pay equity is critical to our success in supporting a diverse workforce with opportunities for all employees to grow, develop and contribute. Under rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our Chief Executive Officer (the “CEO Pay Ratio”). The paragraphs that follow describe our methodology and the resulting CEO Pay Ratio. We identified the median employee using our employee population on December 31, 2025 (including all employees (except our CEO), whether employed on a full-time, part-time, or temporary basis). We identified the median employee using the employee’s annual total compensation in accordance with the requirements of the Summary Compensation Table as of December 31, 2025 for all active employees as of that date. We did not perform adjustments to the compensation paid to part-time employees to calculate what they would have been paid on a full-time basis. In identifying the median employee, we did not exclude workers in non-U.S. countries and did not make any cost-of-living adjustments. Our median employee compensation for 2025 as calculated using Summary Compensation Table requirements was $168,440. Our Chief Executive Officer’s 2025 compensation as reported in the Summary Compensation Table was $10,442,485.00. Therefore, our CEO Pay Ratio is approximately 62.0 to 1. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Compensation Committee nor management of the Company used the CEO Pay Ratio measure in making compensation decisions.

  47. Potential Payments upon a Qualifying Termination within Twenty-Four (24) Months Following a Change in Control

    Potential Payments upon a Qualifying Termination within Twenty-Four (24) Months Following a Change in Control The amount of compensation and benefits payable to each Named Executive Officer under the Change in Control Plan has been estimated in the table below, assuming the Named Executive Officers’ employment had been terminated without “cause” or the Named Executive Officers resigned with “good reason” (each a “Qualifying Termination”) on December 31, 2025, and further assuming that such Qualifying Termination occurred within twenty-four (24) months following a Change in Control.

  48. Potential Payments upon a Qualifying Termination within Twenty-Four (24) Months Following a Change in Control

    | Name | Cash Severance (1) | Pro Rata Bonus (2) | Healthcare Benefits (3) | Accelerated Equity Awards (4) | Total | | Krish S. Krishnan | $3,070,800 | $682,400 | $32,323 | $27,636,738 | $31,422,261 | | Suma M. Krishnan | $2,185,600 | $409,800 | $26,446 | $15,930,865 | $18,552,711 | | Kathryn A. Romano | $992,250 | $220,500 | $43,935 | $6,998,013 | $8,254,698 |

  49. Potential Payments upon a Qualifying Termination within Twenty-Four (24) Months Following a Change in Control

    (1) The cash severance figure for Mr. Krishnan and Ms. Krishnan includes the sum of the applicable 2025 base salary and the target annual cash bonus multiplied by two (the multiple applicable for Mr. Krishnan and Ms. Krishnan under the Change in Control Plan). The cash severance figures for Ms. Romano includes the sum of her 2025 base salary and her target annual cash bonus multiplied by 1.5 (the multiple applicable for Ms. Romano under the Change in Control Plan). (2) The value used in the table assumes the full target bonus for the year. (3) Reflects the current cost to the Company of Company-paid (or reimbursed) healthcare coverage under COBRA or other applicable law for twenty-four (24) months following the date of termination of the employment of Mr. Krishnan or Ms. Krishnan, and eighteen (18) months for Ms. Romano. (4) The value represents the acceleration of vesting of all applicable equity awards outstanding as of December 31, 2025. The value realized upon the accelerated vesting of (i) stock options is calculated by multiplying the number of stock options subject to accelerated vesting by the difference between $246.54, the closing price of our Common Stock on December 31, 2025, as reported on the Nasdaq Global Select Market, and the applicable exercise price of the options, (ii) PSUs is calculated by multiplying the number of PSUs subject to accelerated vesting by $246.54, the closing price of our Common Stock on December 31, 2025, as reported on the Nasdaq Global Select Market, and (iii) RSUs is calculated by multiplying the number of RSUs subject to accelerated vesting by $246.54, the closing price of our Common Stock on December 31, 2025, as reported on the Nasdaq Global Select Market.

  50. Pay Versus Performance

    Pay Versus Performance We are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation of Named Executive Officers – Compensation Discussion and Analysis.”

  51. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Losses) (in thousands)(7) | Company Selected Measure Product Revenue, Net(8) | | | | | | | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $10,442,485 | $22,802,687 | $4,603,549 | $10,038,186 | $410.90 | $119.92 | $204,831 | $389,130 | | 2024 | $15,603,652 | $19,828,992 | $5,648,667 | $8,452,068 | $282.95 | $113.59 | $89,159 | $290,515 | | 2023 | $6,223,894 | $11,691,488 | $2,891,594 | $1,369,806 | $224.07 | $115.17 | $10,932 | $50,699 | | 2022 | $3,256,467 | $4,302,713 | $2,849,410 | $3,909,078 | $143.08 | $111.02 | $(139,975) | $— | | 2021 | $7,350,978 | $6,803,554 | $5,875,094 | $6,229,932 | $126.28 | $124.74 | $(69,570) | $— |

  52. Pay Versus Performance

    (1)The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Krishnan (our CEO) for each corresponding year in the “Total” column of the Summary Compensation Table. For 2023, 2024, and 2025, refer to “Compensation of Named Executive Officers – Summary Compensation Table” in this Proxy Statement and for 2022 and 2021, refer to the Summary Compensation Table in our definitive proxy statement filed on Form DEF 14A with the SEC on April 4, 2024. (2)The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Krishnan, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Krishnan during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Krishnan’s total compensation for each year to determine the “compensation actually paid’:

  53. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO | | 2025 | $10,442,485 | $(8,779,918) | $21,140,120 | $22,802,687 | | 2024 | $15,603,652 | $(13,953,625) | $18,178,965 | $19,828,992 | | 2023 | $6,223,894 | $(4,900,261) | $10,367,855 | $11,691,488 | | 2022 | $3,256,467 | $(2,189,636) | $3,235,882 | $4,302,713 | | 2021 | $7,350,978 | $(6,342,047) | $5,794,623 | $6,803,554 |

  54. Pay Versus Performance

    (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  55. Pay Versus Performance

    | Year | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2025 | $11,997,530 | $7,247,450 | $— | $1,895,140 | $— | $— | $21,140,120 | | 2024 | $13,707,750 | $2,337,064 | $— | $2,134,151 | $— | $— | $18,178,965 | | 2023 | $7,517,625 | $2,993,526 | $— | $(143,296) | $— | $— | $10,367,855 | | 2022 | $2,762,886 | $614,495 | $— | $(141,499) | $— | $— | $3,235,882 | | 2021 | $5,794,623 | $— | $— | $— | $— | $— | $5,794,623 |

  56. Pay Versus Performance

    (3)The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s Named Executive Officers (“NEOs”) as a group (excluding Mr. Krishnan, who has served as our CEO since the Company’s inception) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Krishnan) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025 and 2024, Suma M. Krishnan and Kathryn A. Romano; and (ii) for 2023, 2022, and 2021, Suma M. Krishnan, Kathryn A. Romano, and Andrew C. Orth. (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Krishnan), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Krishnan) during the applicable year. Average Compensation Actually Paid to Non-PEO NEOs for 2023 is less than the reported Average Summary Compensation for Non-PEO NEOs due to Mr. Orth’s resignation in August 2023. His resignation resulted in forfeiture and cancellation of all of his unvested equity awards which resulted in a negative equity award value and decrease in Average Compensation Actually Paid. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Krishnan) for each year to determine the “compensation actually paid”, using the same methodology described above in Note 2:

  57. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments | Average Compensation Actually Paid to Non-PEO NEOs | | 2025 | $4,603,549 | $(3,712,959) | $9,147,596 | $10,038,186 | | 2024 | $5,648,667 | $(4,784,100) | $7,587,501 | $8,452,068 | | 2023 | $2,891,594 | $(2,286,788) | $765,000 | $1,369,806 | | 2022 | $2,849,410 | $(2,189,636) | $3,249,304 | $3,909,078 | | 2021 | $5,875,094 | $(5,346,844) | $5,701,682 | $6,229,932 |

  58. Pay Versus Performance

    The amounts deducted or added in calculating the total average equity award adjustments for Non-PEO NEOs are as follows:

  59. Pay Versus Performance

    | Year | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2025 | $5,071,908 | $3,067,700 | $— | $1,007,988 | $— | $— | $9,147,596 | | 2024 | $4,699,800 | $1,507,108 | $— | $1,380,593 | $— | $— | $7,587,501 | | 2023 | $2,505,875 | $1,660,270 | $— | $(822,345) | $(2,578,800) | $— | $765,000 | | 2022 | $2,762,886 | $670,436 | $— | $(184,019) | $— | $— | $3,249,304 | | 2021 | $5,555,821 | $119,739 | $— | $26,121 | $— | $— | $5,701,682 |

  60. Pay Versus Performance

    (5) Cumulative Total Shareholder Return (“TSR”) is calculated using a $100 initial investment on January 1, 2021 and dividing the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Nasdaq Biotechnology Index. (7) In 2022 and 2021, the Company reported net losses for the applicable years as it was a clinical stage biotechnology company without any commercialized products. (8) In 2022 and 2021, the Company reported no Product Revenue, Net as it was a clinical stage biotechnology company without any commercialized products. Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail above in the section “Compensation of Named Executive Officers – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several financial and non-financial performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Compensation Actually Paid and Cumulative TSR The following graph demonstrates the amount of compensation actually paid (“CAP”) to Mr. Krishnan and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Krishnan) and the Company’s cumulative TSR over the five years presented in the Pay Versus Performance Table. Cumulative TSR is calculated using a $100 initial investment on January 1, 2021. Compensation Actually Paid and Net Income (Loss) The following table presents the relationship between the CAP to Mr. Krishnan and the other NEOs as a group (excluding Mr. Krishnan) and our Net Income (Loss) over the five years presented in the Pay Versus Performance Table. Compensation Actually Paid and Product Revenue, Net The following table presents the relationship between the CAP to Mr. Krishnan and the other NEOs as a group (excluding Mr. Krishnan) and our Product Revenue, Net over the five years presented in the Pay Versus Performance Table. Cumulative TSR of the Company and Cumulative TSR of the Peer Group As demonstrated by the following graph, the Company’s cumulative TSR over the five-year period presented in the Pay Versus Performance Table was 310.9%, while the cumulative TSR of the peer group presented for this purpose, the Nasdaq Biotechnology Index, was 19.9%. TSR is calculated using a $100 initial investment on January 1, 2021. For more information regarding the Company’s performance and the companies that the Compensation Committee considers when determining executive compensation, refer to “Compensation of Named Executive Officers – Compensation Discussion and Analysis.” The following tabular list identifies four financial and non-financial performance measures that, in our assessment, represent the most important performance measures we used to link the CAP for our NEOs for 2025 (our most recently completed fiscal year), to Company performance. Of these measures, we have identified Product Revenue, Net as the only financial performance measures used to link CAP for our NEOs for 2025 to Company performance. •Product Revenue, Net •Advancement of Pipeline Candidates •Regulatory Approvals •Operational Effectiveness Objectives

  61. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The Board of Directors (the “Board”) of Krystal Biotech, Inc. (the “Company”) has adopted this Non-Employee Director Compensation Policy (the “Policy”) for purposes of compensating those directors of the Company who meet the eligibility requirements described herein (the “Eligible Directors”) for their time, commitment, and contributions to the Board. This Policy has been developed to attract and retain experienced directors by providing them with compensation for their services in the form of cash and equity-based awards in such amounts that further the best interests of the Company and its stockholders. Except as otherwise noted in this Policy, the cash and equity-based compensation described in this Policy shall be paid or be made, as applicable, to each Eligible Director automatically and without any further action by the Board or the stockholders. In order to qualify as an Eligible Director for purposes of receiving compensation under this Policy, the director cannot concurrently be employed in any capacity by the Company or any of its subsidiaries.

  62. ANNUAL PEER COMPANIES REVIEW AND NON-EMPLOYEE DIRECTOR COMPENSATION ASSESSMENT

    ANNUAL PEER COMPANIES REVIEW AND NON-EMPLOYEE DIRECTOR COMPENSATION ASSESSMENT

  63. Annual Non-Employee Director Compensation Review

    Annual Non-Employee Director Compensation Review In addition to recommending the Peer Companies, the Consultant shall annually conduct a review and prepare a written report evaluating the Company’s non-employee director compensation program in comparison to the current Peer Companies. The Consultant’s report shall include, at a minimum:

  64. 2026 Non-Employee Director Compensation Program

    2026 Non-Employee Director Compensation Program The Board approved the 2026 Non-Employee Director Compensation Program described below. The program is designed to compensate all Eligible Directors around the 50th percentile of the Peer Companies for each element of compensation.

  65. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAMS FOR EACH OF 2027 THROUGH (AND INCLUDING) 2030

    NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAMS FOR EACH OF 2027 THROUGH (AND INCLUDING) 2030 If the conditions set forth in the “Effectiveness and Conditions” section above are satisfied in 2026, the Non-Employee Director Compensation Programs for each of 2027 through (and including) 2030 shall follow the same process and be structured as described above for the 2026 Non-Employee Director Compensation Program; provided, however, that the Board in its discretion, after reviewing the recommendation of the Compensation Committee as to the annual Non-Employee Director Compensation Program, may approve cash compensation and equity-based awards for such years, in the aggregate and/or by individual element of compensation, up to, but not exceeding, the 75th percentile of the 2026 Peer Companies for each such element of compensation, without the need to seek or obtain additional stockholder approval. The 75th percentile compensation levels of the 2026 Peer Companies for cash and equity-based compensation, together with the corresponding 50th percentile levels shown for comparison, are set forth below:

  66. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAMS AFTER 2030

    NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAMS AFTER 2030 If the conditions set forth in the “Effectiveness and Conditions” section above are satisfied in 2026, the annual non-employee director compensation programs for each year after 2030 shall follow the same process as set forth in the “Annual Peer Companies Review and Non-Employee Director Compensation Assessment” section above. The Board in its discretion, after reviewing the recommendation of the Compensation Committee, will approve the non-employee director compensation program structure and amounts of compensation for each year. The Board may approve cash compensation and equity-based awards for such year, in the aggregate and/or by individual element of compensation, up to, but not exceeding, the 75th percentile of the Peer Companies for the applicable year without the need to seek or obtain additional stockholder approval.