Dennis Langer
About Dennis H. Langer
Dennis H. Langer, M.D., J.D., is an independent director of Quoin Pharmaceuticals Ltd. (QNRX), serving on the board since 2019 (Quoin Inc.) and since October 28, 2021 at Quoin Ltd.; he is age 73 and currently chairs the Compensation Committee . He briefly served as Interim Chairman from October 28, 2024 until shareholders reapproved the CEO as Chairman on December 4, 2024, demonstrating board leadership continuity . Dr. Langer holds an M.D. (Georgetown), J.D. (Harvard Law School), and B.A. in Biology (Columbia), with deep operating and R&D leadership experience in global pharmaceuticals and biotech .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Phoenix IP Ventures, LLC | Managing Partner | 2005–2010 | Private equity/VC life sciences focus |
| Dr. Reddy’s Laboratories, Inc. | President, North America | 2004–2005 | Regional leadership of multinational pharma |
| GlaxoSmithKline | SVP Project/Portfolio & Alliance Mgmt; SVP Product Development Strategy; SVP Healthcare Services R&D | 1994–2004 | Senior R&D, portfolio and alliance management |
| Neose Technologies, Inc. | President & CEO | 1991–1994 | Clinical-stage biopharma leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Law School | Dean’s Advisory Board Member | Since 2010 | Advisory governance |
| Whitehead Institute for Biomedical Research | Director | Since 2020 | Non-profit scientific governance |
Board Governance
- Independence: The Board determined that Dr. Langer qualifies as an independent director under Nasdaq listing rules .
- Committee assignments: Compensation Committee member and Chair (with James Culverwell and Michael Sember) .
- Board and committee activity: FY2024—Board met 4 times; Audit Committee 4; Compensation Committee 4; Nominating & Governance 2. Each director attended at least 75% of the aggregate meetings of the Board and their committees, indicating engagement .
- Leadership continuity: Served as Interim Chairman from Oct 28, 2024 until Dec 4, 2024 when shareholders reapproved CEO as Chairman for a new 3-year period .
- Policies: Anti-hedging under Insider Trading Policy; clawback for erroneously awarded incentive-based comp over prior 3 fiscal years (no-fault trigger) .
Fixed Compensation
| Component | Detail | Amount / Terms |
|---|---|---|
| Annual Board cash retainer (2024) | Non-employee director program | $82,500 |
| Committee chair fee (2024) | Compensation Committee Chair | $15,000 |
| Standing committee member fee (2024) | Per standing committee membership | $5,000 |
| Langer—Cash fees earned (2024) | Fees earned or paid in cash | $97,500 |
| NED Program change (2025 proposed) | Annual retainer ceiling and form | Retainer up to $125,000; right to receive all/portion in options; Board intends to set $100,000 for 2025, retroactive to Jan 1, 2025 |
Performance Compensation
| Award | Grant Date | Instrument | Shares/ADS | Exercise Price | Vesting |
|---|---|---|---|---|---|
| Annual director equity (2024) | Dec 9, 2024 | Stock options | Included in annual award; aggregate grant-date fair value $33,363 for Langer | $27.30 per ADS | 20% on Dec 9, 2025, 2026, 2027; 40% on Dec 9, 2028 |
| Additional Option Grant (2025) | May 29, 2025 | Stock options in lieu of portion of 2025 retainer (subject to shareholder approval) | 13,682 ADSs for Langer | $9.07 per share | 20% on May 29, 2026, 2027, 2028; 40% on May 29, 2029 |
Notes:
- Annual director equity guidelines: options valued no less than $20,000 and no more than $60,000; inaugural option award valued at $165,000 when joining Board .
- The 2025 NED Program change adds flexibility to elect options in lieu of cash retainer—three directors (including Langer) requested partial retainer be paid in option grants .
Other Directorships & Interlocks
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Myriad Genetics, Inc. | Director | 2004–June 2022 | Public company; genetic testing/precision medicine |
| Brooklyn ImmunoTherapeutics (n/k/a Eterna Therapeutics Inc.) | Director | 2021–June 2022 | Public biotech |
| Dicerna Pharmaceuticals Inc. | Director | 2007–2019 | Public biopharma |
- Current public company directorships: None disclosed as current; roles above ended by June 2022 .
- Interlocks: No disclosed shared directorships with QNRX customers/suppliers; December 2024 offering included insider participation (CEO, COO, CFO, Culverwell), not Langer .
Expertise & Qualifications
- Dual medical and legal training (M.D., J.D.), plus Columbia Biology B.A., aligning with oversight of complex biopharma R&D and regulatory/compliance matters .
- Senior R&D, portfolio management, and alliance experience at GSK; North America commercial leadership at Dr. Reddy’s; prior CEO experience in biotech—supports Compensation Committee leadership and strategic oversight .
Equity Ownership
| Holder | Beneficial Ownership (Ordinary Shares) | % of Class | Notes |
|---|---|---|---|
| Dennis H. Langer | 2,660 | * (less than 1%) | Based on 20,585,830 ordinary shares outstanding; each ADS = 35 ordinary shares |
| Outstanding options (as of 12/31/2024) | 1,699 ADSs (each non-employee director) | N/A | Dec 9, 2024 grant; exercise price $27.30; 20/20/20/40 vesting schedule through 2028 |
- Pledging/hedging: Hedging prohibited for directors; restricted shares may not be pledged prior to vesting; no pledging disclosures for Langer’s holdings .
- Ownership guidelines: No director stock ownership guidelines disclosed .
Governance Assessment
- Board effectiveness and independence: Langer is Nasdaq-independent and chairs Compensation Committee, a central governance role given Israeli Companies Law requirements on executive/director pay—positive for oversight rigor .
- Engagement: FY2024 attendance at/above 75% threshold across Board/committees; Board/Compensation Committee each met four times—acceptable cadence and participation .
- Compensation alignment: Director pay mix balances cash retainer and equity options; 2025 change enabling options in lieu of retainer (taken by Langer) increases equity alignment with shareholders .
- Policies and protections: Anti-hedging and clawback policies in place; D&O insurance with defined limits and approval standards—strengthens governance posture .
- Potential conflicts/related-party exposure (RED FLAG): Langer was a 2020 Noteholder in company-issued convertible notes; residual estimated liability to three 2020 Noteholders (including Langer and Culverwell) of $1,146,000 as of Dec 31, 2024—monitor for resolution and any preferential treatment .
- Leadership structure nuance: Langer’s interim chair service during the CEO’s Chairman reapproval window underscores flexibility; however, CEO serving as Chairman (reapproved) may compress independent oversight—mitigated by independent directors and committee structure .
Overall: Langer brings seasoned biopharma leadership and governance experience, with solid attendance and independent status. Equity-in-lieu retainer choice is a positive alignment signal. The legacy 2020 noteholder relationship is a notable related-party exposure to watch for fair treatment and timely resolution .