Krystal Biotech (KRYS) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 15, 2026, to vote on director elections, auditor ratification, executive compensation, and a new non-employee director compensation policy.

• Proxy materials are primarily distributed online, with paper copies available upon request, supporting cost efficiency and environmental responsibility.

• Only holders of record as of March 23, 2026, may vote; each share entitles the holder to one vote per proposal.

Voting matters and shareholder proposals

• Four main proposals: election of two Class III directors, ratification of KPMG as auditor, advisory vote on executive compensation, and approval of the Non-Employee Director Compensation Policy.

• Board recommends voting FOR all proposals.

• Voting can be done online, by phone, mail, or during the virtual meeting; broker non-votes apply to non-routine matters.

Board of directors and corporate governance

• Board is classified into three staggered terms; current nominees are Krish S. Krishnan and Christopher Mason.

• Majority of directors are independent per Nasdaq standards; lead independent director role established.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, Science and Technology, and Commercial Advisory.

• Corporate governance materials, code of ethics, and anti-hedging policies are available to shareholders.