Denise Carter
About Denise Carter
Denise Carter, age 56, is co‑founder of Quoin Inc. and has served as Chief Operating Officer (COO) and director since inception in 2018; she has also been a director and COO of Quoin Pharmaceuticals Ltd. since October 28, 2021. She holds an MBA from Wharton and a B.S. in Chemistry from the College of William & Mary, with 30+ years in drug delivery and specialty pharma . Company pay‑versus‑performance shows cumulative TSR deterioration and persistent net losses across 2022–2024, relevant to incentive alignment: TSR value of a fixed $100 investment fell from $6.24 (2022) to $0.26 (2024) while net losses were $(9.4)M, $(8.7)M, and $(9.0)M respectively .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Innocoll AG (n/k/a Innocoll Biotherapeutics N.A. Inc.) | President of Innocoll Pharmaceuticals; EVP Business Development & Corporate Affairs | 2003–2015 | Built BD/corporate functions; extensive life sciences fundraising and commercial exposure |
| West Pharmaceuticals, Inc. (drug delivery division) | Vice President, Business Development | 2001–2003 | BD leadership in publicly traded drug delivery segment |
| Eurand (specialty pharma) | Senior Director, Business Development | 2000–2001 | Specialty pharma BD experience |
| Fuisz Technologies (Biovail) | Director, Business Development & Alliance Management | 1996–1999 | Alliances and BD in delivery technologies |
| Cardinal Health, Inc. | Director, Business Development | 1999–2000 | Multinational healthcare BD exposure |
External Roles
- No current external directorships or committee roles disclosed for Ms. Carter .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 481,800 | 529,980 |
| Office Allowance ($) | 30,000 | 30,000 |
| Automobile Allowance ($) | 18,000 | 18,000 |
| 401(k) Contributions ($) | 8,000 | 15,625 |
| All Other Compensation ($) | 56,000 | 63,625 |
Notes:
- 2024 base salary was ratified retroactive to Jan 1, 2024 under the COO Compensation Program approved by shareholders in 2024 .
Performance Compensation
| Component | Metric | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus (discretionary) | Discretionary under employment agreement | ≥45% of base salary | 240,900 (2023) | 240,900 (2023) | Cash (immediate) |
| 264,640 (2024) | 264,640 (2024) | Cash (immediate) | |||
| Option awards (grant date fair value) | Equity incentive | Up to 500% of fixed comp under policy/program | 292,266 (2023) | 292,266 (2023) | 20/20/20/40 annually starting 10/26/2024 |
| 353,017 (2024) | 353,017 (2024) | 20/20/20/40 annually starting 12/09/2025 |
Option grant specifics:
| Grant Date | # of ADS Options (Exercisable) | # of ADS Options (Unexercisable) | Exercise Price ($/ADS) | Vesting commencement | Vesting schedule |
|---|---|---|---|---|---|
| 04/12/2022 | 102 | 102 | 7,350.00 | 04/12/2023 | 4 equal annual installments |
| 10/26/2023 | 463 | 1,850 | 201.25 | 10/26/2024 | 20%, 20%, 20%, 40% annually |
| 12/09/2024 | — | 15,332 | 27.30 | 12/09/2025 | 20%, 20%, 20%, 40% annually |
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (ordinary shares) | 1,049,510 | 4.99% of shares outstanding |
| Direct ordinary shares held | 602,630 (17,218 ADSs) | Held directly |
| Options exercisable within 60 days | 21,560 ordinary (616 ADSs) | Within 60 days of 07/16/2025 |
| December 2024 warrants exercisable within 60 days | 425,320 ordinary (12,152 ADSs) | Subject to 4.99% blocker for remainder |
| Outstanding options (ADSs) exercisable | 463 (2023) + 102 (2022) = 565 | See vesting table |
| Outstanding options (ADSs) unexercisable | 1,850 (2023) + 15,332 (2024) + 102 (2022) = 17,284 | See vesting table |
| Hedging policy | Hedging prohibited | Applies to all directors/officers |
| Pledging | Not disclosed | No pledging policy disclosed in proxy |
Employment Terms
| Term | Detail |
|---|---|
| Agreement dates | Executive Employment Agreement dated March 9, 2018; amended November 9, 2021 |
| Base salary progression | $440,000 initial; increased by 9.5% to $481,800 (retro to 1/1/2023); set at $529,980 for 2024 (retro to 1/1/2024) |
| Target bonus | Discretionary bonus of not less than 45% of base salary |
| Allowances | Office $2,500/month; automobile $1,500/month |
| Severance (without cause/for good reason) | 2 years of base salary + 2× current year’s bonus; 2 years medical benefits (unless comparable benefits at new employer) |
| Death/Disability | Pro‑rata bonus for year of termination; 24 months COBRA premium for disability |
| Change‑of‑control policy | Potential vesting acceleration; option exercise extension; up to 6 additional months of pay/benefits; cash bonus up to 250% of annual base salary for CEO/COO |
| Clawback | SEC‑aligned clawback policy for 3 prior fiscal years of incentive comp, no fault required |
| Hedging/10b5‑1 | Hedging prohibited; pre‑clearance and blackout trading controls under Insider Trading Policy |
| Non‑compete/Confidentiality | Customary non‑compete and confidentiality provisions included |
Board Governance
- Board service: Director since 2018 (Quoin Inc.), Director of Quoin Ltd. since October 28, 2021 .
- Independence: Ms. Carter is an executive officer and not independent; independent directors are identified separately (Cooper, Culverwell, Langer, Leong, Sember) .
- Committees: Not listed as a member of Audit, Compensation, or Nominating/Governance; those committees are composed of independent directors .
- Attendance: Each director attended 75%+ of Board and committee meetings in the last fiscal year .
- Dual‑role context: CEO Michael Myers also serves as Chairman with shareholder approvals for a three‑year dual‑role, indicating concentrated leadership; interim chair was appointed during reapproval window .
Director Compensation
- Non‑employee director program does not apply to executive directors; Ms. Carter does not receive Board retainers or director option grants under the NED program .
Pay‑Versus‑Performance Context
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of initial fixed $100 investment (TSR) ($) | 6.24 | 1.80 | 0.26 |
| Net Income (Loss) ($ Millions) | (9.4) | (8.7) | (9.0) |
Compensation Structure Analysis
- Cash vs equity mix: 2024 equity grant date fair value ($353,017) exceeded 2023 ($292,266), while cash bonus increased to $264,640 from $240,900; base rose to $529,980 under shareholder‑approved COO program .
- Discretionary bonuses: 2023–2024 bonuses were discretionary under the employment agreement and policy, rather than formulaic performance‑metric payouts .
- Policy latitude: New Compensation Policy allows annual equity up to 500% of fixed comp and cash bonuses up to 200% of salary for executives (CEO/COO constraints via specific programs), increasing potential variability and dilution risk if heavily utilized .
- Option vesting structures: Multi‑year vesting (20/20/20/40) provides retention hooks; 2022 legacy options vest in four equal annual installments, extending retention horizon .
Related Party Transactions and Insider Participation
- Pre‑merger accrual repayment: Company repaid $300,000 to Ms. Carter in each of 2023 and 2024; $1,265,000 remained outstanding as of 12/31/2024 .
- December 2024 financing: Insiders, including Ms. Carter, participated in the $6.8M offering (aggregate insider purchases: 38,095 ADSs plus paired warrants), aligning capital support with investors .
Compensation Peer Group & Shareholder Approvals
- Peer benchmarking: Compensation Committee engaged Aon (Radford) and considered peer survey data when increasing Ms. Carter’s base salary in 2023 .
- Shareholder approvals: COO Compensation Program (base increases up to 15%, cash bonus up to 50% of base, annual equity up to 500% of fixed comp) was approved at the October 24, 2024 Annual Meeting and carried forward; a new compensation policy was proposed in 2025 .
Investment Implications
- Alignment: Meaningful beneficial ownership (4.99%) and insider participation in the Dec‑2024 offering suggest skin‑in‑the‑game; hedging is prohibited, reducing misalignment risk .
- Overhang/pressure: Large unvested option overhang (17,284 ADSs) and multi‑year vesting can create periodic selling pressure as tranches vest, especially given prior TSR declines .
- Downside protections: Robust severance (2× bonus plus 2 years salary/benefits) and generous change‑of‑control cash bonus and acceleration policies strengthen retention but raise payout risk in adverse scenarios .
- Governance: Executive director status and a CEO‑Chair dual‑role concentrate authority; committee independence mitigates some concerns, but continued monitoring of pay practices versus outcomes (given negative TSR/net income trends) is prudent .