James Culverwell
About James Culverwell
Independent director at Quoin Pharmaceuticals (QNRX) since April 2021 (Quoin Inc.) and October 28, 2021 (Quoin Ltd.); age 68. He is Chair of the Audit Committee and a member of the Compensation Committee, and is deemed independent under Nasdaq rules and an “audit committee financial expert.” Prior background includes senior healthcare equity research roles at Merrill Lynch and ABN AMRO; he holds an MSc (Hons), University of Aberdeen. He is CEO and Chairman of HOX Therapeutics (since May 2013) and serves as Audit Committee Chair at TC BioPharm (Holdings) plc; he has chaired audit committees at multiple life sciences companies.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merrill Lynch | SVP & Global Coordinator, Healthcare Research | 1992–2004 | Led global healthcare equity research coverage |
| ABN Amro Bank N.V. | Director, Healthcare Equity Research | 1982–1992 | Led healthcare equity research |
| Amryt Pharma PLC | Director; Audit Committee Chairman | Apr 2016–Sep 2019 | Chaired audit committee at a commercial-stage biopharma |
| Innocoll AG | Director; Audit Committee Chairman | Feb 2013–Jul 2017 | Chaired audit committee |
| Sudbrook Associates | Founder (strategic advisory) | Since 2005 | Strategic advice and fundraising for life sciences |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HOX Therapeutics | CEO; Chairman of the Board | Since May 2013 | Leads prostate cancer research company |
| TC BioPharm (Holdings) plc | Director; Audit Committee Chairman | Since Feb 2022 | Public company; audit chair |
| SafeGuard Biosystems (private) | Director; Audit Committee Chairman; Compensation Committee member | Since Jan 2005 | Governance and compensation oversight (private diagnostics company) |
Board Governance
- Independence and financial expertise: The Board determined Culverwell is independent under Nasdaq rules; as Audit Committee Chair, he and all audit committee members are financially sophisticated and designated “audit committee financial experts.”
- Committee assignments: Audit Committee Chair; Compensation Committee member (2023–2025 slates).
- Attendance and engagement: In the last reported year (2022 data in 2023 proxy), the Board met 4x; Audit 4x; Compensation 1x; Nominating 0x; each director attended at least 75% of applicable meetings. Policy expects director attendance at AGMs; two directors attended the prior AGM.
- Codes/policies: Code of Ethics in place; Insider Trading Policy includes pre-clearance and prohibits trading on MNPI; 10b5-1 plans permitted. Hedging is prohibited.
Fixed Compensation
Director program terms (cash retainer and committee fees):
| Program Year | Annual Board Retainer ($) | Committee Chair Fee ($) | Committee Member Fee ($) |
|---|---|---|---|
| 2022 | 60,000 | 15,000 | 5,000 |
| 2023 | 75,000 | — | — |
| 2024 | 82,500 | 15,000 | 5,000 |
Director-level compensation actually paid to Culverwell:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cash fees ($) | 75,000 | 95,000 | 102,500 |
| Option awards (grant-date fair value, $) | 163,570 | 27,622 | 33,363 |
| Total ($) | 238,570 | 122,622 | 135,863 |
Notes:
- 2023 director program: shareholders approved changes—annual cash retainer $75,000; annual option award value $44,000.
- 2024 program: annual cash retainer increased to $82,500; chair fee $15,000; committee member fee $5,000.
Performance Compensation
Equity awards and vesting (director equity is time-based; no performance metrics disclosed for directors):
| Grant Date | Instrument | Value or Qty | Exercise Price | Vesting | Notes |
|---|---|---|---|---|---|
| Apr 12, 2022 (Initial) | Stock options | Inaugural grant valued $165,000; 786 ADSs | $210/ADS | 3-year vesting starting Apr 12, 2023 | Shareholders approved; plan-based grant |
| 2022 (Annual) | Stock options | Annual grant valued $60,000; 286 ADSs | $210/ADS | 3-year vesting starting Apr 12, 2023 | |
| Oct 26, 2023 (Annual) | Stock options | $27,622 (Black-Scholes) | $5.75/ADS | 4 equal annual installments starting Oct 26, 2024 | Approved at 2023 AGM |
| Dec 9, 2024 (Annual) | Stock options | $33,363 (Black-Scholes) | $27.30/ADS | 20% on each of Dec 9, 2025, 2026, 2027; 40% on Dec 9, 2028 | Outstanding options per non-employee director: 1,699 ADSs at 12/31/2024 |
Performance metrics tied to director compensation: None disclosed; director equity is time-based options (no EPS/revenue/TSR metrics).
Other Directorships & Interlocks
| Company | Listing/Type | Role | Potential Interlock/Conflict Noted |
|---|---|---|---|
| TC BioPharm (Holdings) plc | Public | Director; Audit Chair | No Quoin-related interlock disclosed |
| HOX Therapeutics | Private | CEO; Chairman | No Quoin-related interlock disclosed |
| SafeGuard Biosystems | Private | Director; Audit Chair; Comp Committee | No Quoin-related interlock disclosed |
Expertise & Qualifications
- Audit Chair and SEC-designated audit committee financial expert; extensive public company audit and compensation committee experience.
- Capital markets and healthcare equity research background (Merrill Lynch; ABN AMRO).
- MSc (Hons), University of Aberdeen.
Equity Ownership
Beneficial ownership as of the 2025 proxy Record Date (each ADS represents 35 ordinary shares):
| Holder | Total Beneficial Ownership (Ordinary Shares) | % of Class | Composition |
|---|---|---|---|
| James Culverwell | 302,925 | 1.46% | 100,310 ordinary shares (2,866 ADSs) held directly ; 2,625 ordinary shares (75 ADSs) via options exercisable within 60 days of July 16, 2025 ; 199,990 ordinary shares (5,714 ADSs) via December 2024 Warrants exercisable within 60 days |
Policies:
- Hedging of company securities by directors is prohibited under the Insider Trading Policy.
Insider Transactions
| Date | Transaction | Instruments/Qty | Consideration/Terms | Source |
|---|---|---|---|---|
| Dec 23, 2024 | Participation in public offering alongside management | Series F and G Warrants acquired; 5,714 ADSs underlying warrants within 60 days counted for Culverwell | Offering raised ~$6.8M gross; combined management purchase 1,333,333 ADSs and accompanying warrants for ~$600,000 at public terms (individual ADS purchase allocation not separately disclosed) |
Related-Party Exposure and Potential Conflicts
- 2020 Notes: Culverwell was among five 2020 noteholders (with directors Langer and others). While principal converted into ADSs at the 2021 business combination, the company estimated a remaining liability to three noteholders (including Culverwell and Langer) of $1,146,000 as of December 31, 2024 related to accrued interest settlement methodology. Warrants issued to noteholders were repriced to $0.00 in July 2022 and subsequently exercised (deemed dividend of ~$65,000 across noteholders). Governance risk: continued related-party liability outstanding.
- December 2024 Offering: Insiders, including Culverwell, participated at public terms; alignment signal but raises typical related-party optics; warrants included in beneficial ownership.
Governance Assessment
-
Positives
- Independent director; Audit Committee Chair with “audit committee financial expert” designation—supports financial reporting oversight.
- Multi-decade capital markets and audit committee experience across life sciences companies; current public company audit chair (TC BioPharm).
- Director compensation structure primarily cash plus modest, time-based options; no discretionary performance metrics for directors—reduces pay-for-performance controversy at board level; option vesting multi-year.
-
Watch items / RED FLAGS
- Related-party legacy financing (2020 Notes) with an estimated $1.146M liability outstanding to three noteholders including Culverwell and Langer; noteholder warrants were repriced to $0 in 2022 (deemed dividend) before being fully exercised—may draw investor scrutiny on process and fairness, though disclosed.
- Director AGM attendance not specified individually; board-wide data show minimum 75% attendance; only two directors attended the prior AGM. Monitoring individual attendance disclosures in future proxies recommended.
-
Alignment signals
- Insider participation in Dec 2024 offering on public terms; Culverwell holds direct shares, options, and warrants (1.46% beneficial ownership)—demonstrates skin-in-the-game.
- Hedging prohibited under policy; no pledging disclosed.