Joseph Cooper
About Joseph Cooper
Joseph Cooper, age 67, has served as a director of Quoin Inc. since May 2021 and of Quoin Pharmaceuticals Ltd. since October 28, 2021, and is considered independent under Nasdaq rules . He brings extensive finance, operations, and corporate development experience across pharmaceutical and healthcare, and currently serves as CFO of Hydrinity Skin Sciences (since July 2023); he holds an MBA from Arizona State University (WP Carey) and a BA from Northeastern Illinois University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hydrinity Skin Sciences | Chief Financial Officer | Jul 2023–Present | Finance leadership in medical aesthetics |
| Boulder Cove LC | President | 2012–2023 | Pharma/healthcare consulting; strategy and BD |
| Resonea, Inc. | Chief of Strategy & Corporate Development | Sep 2019–Dec 2022 | Digital health strategy |
| NuvOx Pharmaceuticals | Chief Business Officer | Aug 2018–Dec 2019 | Clinical-stage pharma BD |
| First Place AZ | Chief Financial & Operating Officer | Jan 2015–Aug 2018 | Non-profit healthcare services operations |
| Medicis Pharmaceutical Corp. | EVP Corporate & Product Development | 1996–2010 | Public company medical aesthetics; corporate and product development |
External Roles
| Organization | Role | Tenure | Notes / Interlocks |
|---|---|---|---|
| Sonoran Biosciences | Director | Jan 2018–Present | Private specialty pharma; also a board where CEO Dr. Michael Myers is a director, creating an interlock |
| Bioenvision (public) | Director | 2006–2007 | Public pharma; prior public board experience |
Board Governance
- Independence: Board determined Cooper qualifies as independent under Nasdaq listing rules .
- Committees: Audit Committee member; Nominating & Governance Committee member .
- Committee chairs: Audit chaired by James Culverwell; Compensation chaired by Dr. Dennis Langer; Nominating & Governance chaired by Natalie Leong .
- Meeting cadence and attendance: In FY2024, Board met 4 times; Audit 4; Compensation 4; Nominating 2; each director attended at least 75% of Board/committee meetings; only two directors attended the prior annual general meeting (names not disclosed) .
| Governance Metric | FY2024 | Notes |
|---|---|---|
| Board meetings | 4 | ≥75% attendance by each director |
| Audit Committee meetings | 4 | Cooper member; all members deemed audit committee financial experts |
| Compensation Committee meetings | 4 | Cooper not a member |
| Nominating & Governance meetings | 2 | Cooper member; Leong chair |
| AGM attendance policy | Expect directors to attend | Two directors attended last year’s AGM |
Engagement signal: Cooper signed the Audit Committee report recommending inclusion of audited FY2024 financials in the 10-K .
Fixed Compensation
- Program structure (2024): Annual base retainer $82,500; committee chair fee $15,000; standing committee member fee $5,000; annual option award value $20,000–$60,000; initial director option award $165,000 .
- FY2024 actual for Cooper: Cash fees $92,500; option award grant-date fair value $33,363; total $125,863 .
- 2025 changes proposed: Annual retainer increased up to $125,000 (Board intends $100,000 for 2025, retroactive to Jan 1, 2025). Directors may elect to receive a portion of cash retainer in options; three directors (Culverwell, Langer, Leong) requested such grants—Cooper not listed among requestors .
| Component | FY2024 Amount ($) | Program Detail |
|---|---|---|
| Board annual cash retainer | 92,500 | Program baseline $82,500 |
| Committee membership fees | Included in cash retainer | $5,000 per standing committee |
| Committee chair fees | N/A for Cooper | $15,000 per chair |
| Annual equity (options) | 33,363 grant-date FV | Annual option value $20,000–$60,000 |
| 2025 planned annual retainer | 100,000 (Board intent) | Cap up to $125,000; option-in-lieu allowed |
Performance Compensation
- Equity award terms (Dec 9, 2024 grant to all non-employee directors): Options with exercise price $27.30 per ADS; vest 20% on each of Dec 9, 2025, 2026, 2027 and 40% on Dec 9, 2028; Black-Scholes valuation; aggregate outstanding options per non-employee director as of Dec 31, 2024 were 1,699 ADSs .
| Grant Date | Instrument | Exercise Price | Vesting Schedule | Grant-date FV ($) |
|---|---|---|---|---|
| Dec 9, 2024 | Stock options (ADS) | $27.30 per ADS | 20%: 2025, 2026, 2027; 40%: 2028 | 33,363 (Cooper) |
No director-specific performance metrics (e.g., TSR, EBITDA) are tied to director compensation; vesting is time-based per program .
Other Directorships & Interlocks
| Company | Role | Interlock / Potential Conflict |
|---|---|---|
| Sonoran Biosciences | Director | Interlock with Quoin CEO Dr. Michael Myers, who is also a director of Sonoran Bioscience, potentially facilitating information flow outside Quoin |
| Bioenvision | Director (2006–2007) | Prior public board; no current link to Quoin operations disclosed |
Expertise & Qualifications
- Financial literacy and audit expertise: Board determined all Audit Committee members, including Cooper, have requisite financial sophistication and qualify as audit committee financial experts under SEC rules .
- Core skills: Finance, corporate development, operations across pharma/healthcare; MBA; BA .
Equity Ownership
- Beneficial ownership (Record Date July 16, 2025): Cooper beneficially owns 2,625 ordinary shares represented by 75 ADSs issuable upon exercise of options exercisable within 60 days; percentage of class: less than 1% .
- Aggregate outstanding options per non-employee director as of Dec 31, 2024: 1,699 ADSs (time-based vesting schedule) .
- Hedging policy: Company prohibits hedging transactions for directors/officers/employees .
- Clawback policy: Board-adopted clawback of erroneously awarded incentive compensation for executive officers (directors covered by policy for insurance/exculpation; clawback itself is executive-focused) .
| Ownership Item | Amount / Status |
|---|---|
| Beneficial ownership (ADSs exercisable ≤60 days) | 75 ADSs |
| % of class | <1% |
| Aggregate outstanding options per non-employee director (ADSs) | 1,699 ADSs (as of 12/31/2024) |
| Hedging allowed? | No; hedging prohibited by policy |
Governance Assessment
- Board effectiveness: Cooper’s dual committee roles (Audit; Nominating & Governance) and Audit Committee report signature signal active engagement in financial oversight and board composition processes . Meeting cadence was regular; directors met attendance thresholds (≥75%) .
- Independence & conflicts: Cooper is independent under Nasdaq rules, with no related-party transactions disclosed for him in 2024–2025; December 2024 offering participants included Myers, Carter, Dunn, and Culverwell—not Cooper .
- Compensation alignment: 2024 total director pay for Cooper ($125,863) is primarily cash plus time-vested options; 2025 planned increase to $100,000 retainer (up to $125,000 cap) introduces higher guaranteed cash, modestly reducing at-risk mix unless offset by elected equity in lieu of cash (Cooper not among those electing options for 2025 retainer per current disclosures) .
- Policies: Robust governance policies include anti-hedging, code of ethics, clawback for executive incentive pay, and clear processes for related-party approvals under Israeli Companies Law .
RED FLAGS and Watch Items
- Interlock: External board interlock at Sonoran Biosciences between Cooper and Quoin’s CEO could pose perception risk of information flow or influence; no transactions disclosed, but monitor for potential related-party exposure .
- Director cash retainer uplift: Proposed retainer increase (intent $100,000 for 2025, cap $125,000) raises fixed cash; governance investors often scrutinize shifts toward guaranteed pay without enhanced performance linkage .
- AGM attendance: Only two directors attended the prior AGM (names not specified); while policy expects attendance, low AGM participation broadly can be perceived negatively—monitor whether Cooper attends in 2025 .