Michael Myers
About Michael Myers
Dr. Michael Myers (age 63) is Chairman and Chief Executive Officer of Quoin Pharmaceuticals Ltd. He co-founded Quoin Inc. in 2018 and has served as CEO since inception; he became CEO and a director of Quoin Ltd. on October 28, 2021, and was reapproved by shareholders to serve concurrently as CEO and Chairman in December 2024 under Israeli law provisions governing dual roles . He holds a Ph.D. in Chemistry from University College Cork, Ireland, and brings 36+ years in drug delivery and specialty pharma leadership (Elan, Fuisz/Biovail, West Pharmaceutical Services, Flamel/Avadel, Innocoll) . Under his tenure, pay-versus-performance disclosure shows cumulative TSR declining from 6.24 (base $100) in 2022 to 0.26 in 2024, alongside net losses of approximately $9.4m (2022), $8.7m (2023), and $9.0m (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Innocoll AG (now Innocoll Biotherapeutics N.A. Inc.) | Chief Executive Officer | 2003–2015 | Took company public in 2014; led biotherapeutics strategy |
| West Pharmaceutical Services (Drug Delivery Division) | President | 2001–2002 | Led drug delivery division at publicly traded packaging/delivery leader |
| Flamel Technologies (now Avadel Pharmaceuticals PLC) | EVP & Chief Commercial Officer | 2000–2001 | Commercial leadership at specialty pharma company |
| Fuisz Technologies (Biovail) | President, Pharmaceutical Operations | 1996–1999 | Oversaw ops at drug delivery innovator |
| Elan Corporation | Head of Pharmaceutical Development | 1987–1995 | Led pharma development at biotech drug company |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Sonoran Bioscience | Director | Since 2019 | Specialty pharma board service |
| Wellesley Pharmaceuticals | Director | Since 2019 | Specialty pharma board service |
| Cranial Devices | Director | Since 2023 | Medical device board service |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary (USD) | $602,250 | $662,475 (approved Dec 9, 2024, retro to Jan 1, 2024) |
| Office allowance | $30,000 | $30,000 |
| Car allowance | $18,000 | $18,000 |
| 401(k) employer contributions | $11,550 | $12,075 |
| All other compensation (sum) | $59,550 | $60,075 |
Notes:
- Employment agreement provides for a target discretionary bonus of not less than 45% of annual base salary, plus monthly office ($2,500) and car ($1,500) allowances; shareholders approved later program limits (see below) .
Performance Compensation
- Annual bonus structure and outcomes:
- CEO Compensation Program (shareholder-approved, 2024): bonus up to 50% of base salary; annual base salary increases up to 15%; annual equity award value up to 500% of fixed compensation .
- Actual bonuses: $301,125 for 2023 services (approved Dec 9, 2024) and $331,238 for 2024 (approved May 29, 2025); bonuses characterized as discretionary rather than tied to disclosed measurable metrics .
| Bonus Year (paid) | Target framework | Metrics disclosed | Actual bonus (USD) | Payout basis |
|---|---|---|---|---|
| 2023 (paid Dec 2024) | Up to 50% of base per CEO Program | Not disclosed (discretionary) | $301,125 | Discretionary |
| 2024 (approved May 29, 2025) | Up to 50% of base per CEO Program | Not disclosed (discretionary) | $331,238 | Discretionary |
-
Equity awards (options) and vesting schedules: | Grant date | Instrument | ADSs (#) | Exercise price (per ADS) | Vesting schedule | Expiration | |---|---|---:|---:|---|---| | Apr 12, 2022 | Option | 204 ADSs (102 ex / 102 unex as of 12/31/24) | $7,350.00 | 4 equal annual installments beginning Apr 12, 2023 | Apr 12, 2032 | | Oct 26, 2023 | Option | 2,313 ADSs (463 ex / 1,850 unex as of 12/31/24) | $201.25 | 20%/20%/20%/40% annually starting Oct 26, 2024 | Oct 26, 2033 | | Dec 9, 2024 | Option | 15,332 ADSs (0 ex / 15,332 unex as of 12/31/24) | $27.30 | 20%/20%/20%/40% annually starting Dec 9, 2025 | Dec 9, 2034 |
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Equity plan framework (potential capacity and evergreen):
- 2025 Equity Incentive Plan: 3,000,000 shares available at inception; annual automatic increase each Jan 1 from 2026–2035 by up to 15% of fully diluted shares outstanding (or lesser amount set by Board) .
Equity Ownership & Alignment
| Component | Amount (ordinary shares) | Notes |
|---|---|---|
| Directly held ordinary shares | 602,805 | Represented by 17,223 ADSs |
| Options exercisable within 60 days | 21,560 | Represented by 616 ADSs |
| Warrants exercisable within 60 days | 425,145 | December 2024 Warrants; subject to 4.99% beneficial cap |
| Total beneficial ownership | 1,049,510 | 4.99% of class |
| Additional warrants excluded due to cap | 685,965 | Represented by 19,599 ADSs |
Additional alignment/context:
- Dr. Myers (with other insiders) participated in the December 2024 $6.8m public offering (ADSs plus Series F/G warrants) on market terms; aggregate insider purchases totaled ~$600k; his warrant holdings are disclosed in footnotes to beneficial ownership .
- Hedging prohibited by policy; clawback policy adopted consistent with SEC listing standards (recoups erroneously awarded incentive comp upon restatement) .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Executive Employment Agreement (Mar 9, 2018; amended Nov 9, 2021); annual base salary increased to $662,475 effective Jan 1, 2024 (approved Dec 9, 2024) . |
| Target bonus | Not less than 45% of base salary per agreement; shareholder-approved CEO Program allows bonus up to 50% of base . |
| Allowances | Monthly office allowance $2,500; car allowance $1,500 . |
| Severance (death/disability) | Pro rata bonus for year of termination; plus 24 months COBRA premiums if disability . |
| Severance (without Cause / Good Reason) | 2 years’ base salary + 2x current year’s Bonus; medical benefits for 2 years (ceases upon comparable coverage elsewhere) . |
| Equity upon termination | Unvested options expire; vested options generally exercisable 90 days; 12 months if death/disability; for Cause, all options (vested/unvested) terminate . |
| Change of control policy (company-wide) | May provide vesting acceleration, extended exercise (up to 2 years for CEO), up to 6 months additional salary/benefits, and a cash bonus up to 250% of base salary for CEO/COO (subject to overall caps) . |
| Non-compete | Agreements include customary non-compete/confidentiality; policy permits non-compete grants up to 12 months of base salary upon termination (subject to caps) . |
Board Governance
- Roles: Dr. Myers serves as both CEO and Chairman; Israeli law requires shareholder approval for dual roles in 3-year terms. He was initially approved in April 2022; after the term lapsed Oct 28, 2024, an Interim Chairman was appointed until shareholders reapproved his dual role on Dec 4, 2024 .
- Board composition/independence: 7 directors; five are independent under Nasdaq rules (Cooper, Culverwell, Langer, Leong, Sember) .
- Committees (independent membership): Audit (Culverwell—Chair; Cooper; Leong); Compensation (Langer—Chair; Culverwell; Sember); Nominating & Governance (Leong—Chair; Cooper) .
- Meetings/attendance: Board met 4x in last fiscal year; each director attended at least 75% of board/committee meetings; two directors attended last AGM .
- Director compensation (non-employee): Annual retainer $82,500 in 2024; committee chairs $15,000; committee members $5,000; annual option awards $20k–$60k value; inaugural $165k option grant; 2025 proposal to increase retainer up to $125,000 and allow stock-settled retainer .
- Governance policies: Insider Trading Policy with preclearance and blackout; hedging prohibited; clawback policy adopted .
Director Compensation (as applicable to non-employee directors; Myers is an employee-director)
| Director | 2024 Cash Fees | 2024 Option Award Grant-Date Value | Notes |
|---|---|---|---|
| Sample (e.g., Culverwell) | $102,500 | $33,363 | Options vest 20/20/20/40 on Dec 9, 2025/26/27 and 40% on Dec 9, 2028; exercise $27.30 |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cumulative TSR (value of $100 initial investment) | 6.24 | 1.80 | 0.26 |
| Net income (loss), $m | (9.4) | (8.7) | (9.0) |
Notable events:
- CFO separation to occur after successor appointment (8-K signed by Dr. Myers, July 2025) .
Compensation Mix (Year-over-year)
| Component | 2023 (USD) | 2024 (USD) |
|---|---|---|
| Salary | $602,250 | $662,475 |
| Bonus | $301,125 | $331,238 |
| Option awards (grant-date fair value) | $292,263 | $353,013 |
| All other comp | $59,550 | $60,075 |
| Total | $1,255,188 | $1,406,801 |
Related Party Transactions and Alignment Signals
- Pre-merger accrued compensation/expenses owed to Dr. Myers were being repaid at $25,000/mo; repayments of $300,000 were made to him in both 2023 and 2024; approximately $1.659 million remained outstanding at Dec 31, 2024 .
- December 2024 public offering participation: Dr. Myers (with other insiders) purchased ADSs plus Series F/G warrants at market terms; his warrant holdings are included in beneficial ownership .
Equity Vesting Calendar and Potential Selling Pressure Indicators
- 2023 grant: 20%/20%/20%/40% vesting tranches on Oct 26 of 2024, 2025, 2026, and 2027 (ADS 2,313 total) .
- 2024 grant: 20%/20%/20%/40% vesting tranches on Dec 9 of 2025, 2026, 2027, and 2028 (ADS 15,332 total) .
- Standard post-termination option exercise windows: 90 days (12 months death/disability); immediate forfeiture for Cause .
Say-on-Pay and Shareholder Oversight (Israeli Companies Law)
- Compensation policy must be approved by the Compensation Committee, Board, and shareholders (special majority), renewable every three years; the Board may override a failed shareholder vote in limited circumstances following reconsideration .
- Votes on certain director compensation items (e.g., non-employee director program, specific grants) are binding (not advisory) under Israeli law .
Compensation Committee Process and Consultant
- The Compensation Committee engaged Aon’s Human Capital Solutions (Radford) as independent advisor in 2022–2023 and considered prior recommendations for 2024 decisions; assessed consultant independence per SEC/Nasdaq standards .
Investment Implications
- Pay-for-performance alignment risk: Recent bonuses to the CEO were discretionary without disclosed quantitative metrics despite negative TSR and continued losses, potentially weakening direct line-of-sight alignment; the new policy contemplates measurable metrics but the 2023–2024 payouts relied on discretion .
- Retention vs. shareholder cost: Severance terms are sizable (2x base plus 2x current-year bonus + 2 years benefits), and change-of-control policy allows up to a 250% cash bonus for CEO and COO, which could represent a significant cost in transitions but may aid retention during strategic events .
- Dual role governance considerations: The CEO also chairs the Board under a shareholder-approved structure; this can speed decision-making but concentrates authority—mitigated by independent committees and Nasdaq independence majority; investors should monitor independent board oversight quality .
- Ownership and signaling: The CEO’s beneficial ownership is 4.99% including options/warrants exercisable within 60 days; insider participation in the Dec 2024 offering (including Dr. Myers) may indicate confidence and capital alignment but warrants add potential future dilution .
- Equity overhang and future awards: The 2025 Equity Incentive Plan’s 3,000,000-share pool and evergreen up to 15% annually create capacity for substantial equity issuance; combined with vesting schedules through 2028, investors should anticipate ongoing equity-based dilution and periodic vest-driven liquidity .