David Lamond
About David A. Lamond
Independent director and current Chairperson of the Board at Quince Therapeutics (QNCX); age 50; director since December 2015. He chairs the Compensation Committee and the Nominating & Corporate Governance Committee and is deemed independent under Nasdaq rules (all non-management directors are independent). Education and background: B.A. in History (Duke) and J.D. (Duke Law); president of En Pointe LLC; previously President/CEO/CIO of Lamond Capital Partners LLC. Current external boards include EG 427 (biotech), Inquis Medical (medical device), and Windfall Data (analytics). Previously on Applied Molecular Transport (biotech) and Arrinex (sold to Stryker in 2019).
Past Roles
| Organization | Role | Tenure / Notes | Committees/Impact |
|---|---|---|---|
| En Pointe LLC | President | Since 2016 | Investment and governance experience informs board oversight |
| Lamond Capital Partners LLC | President, CEO & CIO | 2011–2016 | Capital allocation and risk oversight experience |
| Applied Molecular Transport | Director (prior) | Prior public-company board service | Governance and industry perspective |
| Arrinex | Director (prior) | Served until acquisition by Stryker (Feb 2019) | Exit/M&A experience |
External Roles
| Organization | Role | Status |
|---|---|---|
| EG 427 (biotech) | Director | Current |
| Inquis Medical (medical device) | Director | Current |
| Windfall Data (analytics) | Director | Current |
Board Governance
- Structure and leadership: Classified board (three classes, three-year terms). Lamond serves as independent Chair; CEO is separate. Una Ryan, OBE, Ph.D., is Lead Independent Director presiding over executive sessions of independent directors.
- Committee assignments (all members independent): Lamond chairs Compensation (members: Lamond, McLoughlin, Patni) and Nominating & Corporate Governance (members: Lamond, McLoughlin, Ryan). Audit is chaired by Christopher Senner (members: Senner, Bray, Ryan).
- Risk oversight: Full board plus committees oversee economic, operational, financial, legal/regulatory, cybersecurity/privacy, and reputational risks; Audit reviews major financial risk exposures; Compensation monitors risk in pay programs; Nominating oversees governance practices/board independence.
- Independence and attendance: Board determined all non-management directors (including Lamond) are independent. In 2024, each director attended at least 75% of board and applicable committee meetings; 2024 meeting counts: Board 4, Audit 4, Compensation 3, Nominating 2.
- Policies: Hedging/pledging of company securities is prohibited for directors, officers, employees, and consultants; the company maintains a Dodd-Frank–compliant clawback policy.
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Board Chair retainer (cash) | $52,500 | Per Outside Director Compensation Policy |
| Compensation Committee Chair retainer (cash) | $11,000 | Inclusive of member retainer |
| Nominating & Corporate Governance Committee Chair retainer (cash) | $8,000 | Inclusive of member retainer |
| Total Fees Earned or Paid in Cash (reported) | $71,500 | Equals sum of chair retainers |
| Stock Option Awards (grant-date fair value) | $22,140 | Annual director equity grant (time-based) |
| Total FY2024 Director Compensation | $93,640 | Cash + option grant value |
- Program terms: Member and chair retainers as shown above; beginning Jan 1, 2025, directors may elect to receive all cash retainers in the form of stock options vesting quarterly.
Performance Compensation
| Equity Element | Grant Size | Vesting | Change-in-Control (CIC) |
|---|---|---|---|
| Initial option grant (on board appointment) | 54,000 options | 1/3 annually over 3 years (time-based) | Vests in full immediately prior to and contingent on CIC |
| Annual option grant (if on board >6 months) | 27,000 options (13,500 if 3–6 months; none if <3 months) | 100% on first anniversary (time-based) | Vests in full immediately prior to and contingent on CIC |
| FY2024 option grant value (Lamond) | $22,140 | Time-based vesting per policy | Standard CIC acceleration for directors |
| Outstanding director options (Lamond) as of 12/31/2024 | 103,058 options | Time-based schedules as granted | As above |
- Performance metrics: None for director compensation; equity awards are time-based and not tied to financial/ESG metrics.
Other Directorships & Interlocks
| Company | Relationship to QNCX | Role |
|---|---|---|
| EG 427 | No disclosed related-party relationship | Director |
| Inquis Medical | No disclosed related-party relationship | Director |
| Windfall Data | No disclosed related-party relationship | Director |
No shared directorships disclosed with QNCX’s current significant customers, suppliers, or competitors in the proxy.
Expertise & Qualifications
- Legal and investment background (Duke Law; En Pointe; Lamond Capital) with multi-sector board experience (biotech, medtech, data/analytics); brings operations, finance, and corporate governance perspective.
- Independent Chair with deep capital markets and M&A exposure (e.g., Arrinex sale), supporting oversight of strategy, financing, and risk.
Equity Ownership
| Holder | Shares Owned | Options Exercisable within 60 Days | Aggregate Beneficial Ownership | % of Outstanding | Notes/Breakdown |
|---|---|---|---|---|---|
| David A. Lamond | 4,384,096 | 87,954 | 4,472,050 | 10.1% | Includes 301,829 shares held directly; 2,347,545 in Blue Devil Trust (trustee: Lamond); 1,734,722 in David A. Lamond Trust (trustee: Lamond) |
- Pledging/hedging: Company policy prohibits hedging and pledging of company securities, a positive alignment measure.
Related-Party Transactions (Conflicts)
- Novosteo acquisition (May 2022): Lamond was a director and equity holder in Novosteo prior to its acquisition by QNCX. His Novosteo shares were cancelled and converted into the right to receive 200,002 shares of QNCX common stock (value $660,006.60) per the merger agreement terms disclosed—approved and disclosed as a related-party transaction.
Audit Committee reviews/approves related-party transactions per policy; no other Lamond-related transactions were disclosed for 2023–2024.
Compensation Committee Analysis
- Composition: All independent; chaired by Lamond (members: Lamond, McLoughlin, Patni).
- Consultant: Compensia retained as independent compensation consultant; independence factors considered per Nasdaq rules.
- Scope: Oversees executive and director compensation, plan administration, and human capital policies.
Director Compensation: Year-over-Year Mix
| Year | Cash Fees | Option Awards (FV) | Total |
|---|---|---|---|
| 2023 (Lamond) | $71,500 | $34,560 | $106,060 |
| 2024 (Lamond) | $71,500 | $22,140 | $93,640 |
- Observation: Cash unchanged; lower option grant value reduced total compensation. Policy change effective 2025 allows electing retainers in options, potentially increasing equity mix and alignment.
Board and Committee Meetings & Attendance (FY2024)
| Body | Meetings Held | Attendance |
|---|---|---|
| Board of Directors | 4 | Each director attended ≥75% of aggregate board/committee meetings while serving |
| Audit Committee | 4 | As above |
| Compensation Committee | 3 | As above |
| Nominating & Corporate Governance Committee | 2 | As above |
- Annual meeting attendance: 5 of 8 directors attended the 2024 Annual Meeting (encouraged by policy).
Governance Assessment
-
Positives:
- Independent Chair with strong ownership (10.1%), plus prohibition on hedging/pledging; director equity grants and 2025 elective option-for-retainer feature support alignment.
- Fully independent key committees; clear risk-oversight framework; use of independent compensation consultant.
- Attendance thresholds met; executive sessions led by a seasoned Lead Independent Director.
-
Watch items / potential red flags:
- Classified board (entrenchment risk) and 2025 proposals to increase authorized shares and approve a reverse split note potential anti-takeover implications; board acknowledges such implications in disclosures.
- Concentration of influence: Lamond serves as Board Chair and chairs two key committees while holding >10% of shares—acceptable under independence rules but investors often scrutinize role concentration.
- Historical related-party transaction (Novosteo share conversion to QNCX stock) was disclosed; no ongoing arrangement indicated.
Overall: Strong independence framework and alignment features, with role concentration and classified board structure as the primary governance risk factors to monitor.
