Michael Sember
About Michael Sember
Independent director of Quoin Pharmaceuticals (QNRX), serving on the Board since May 2021 (Quoin Inc.) and October 28, 2021 (Quoin Ltd.); age 75; B.S., University of Pittsburgh; MBA, Rockhurst University . Background spans executive leadership and business development in biopharma: EVP Corporate Business Development at Élan (responsible for strategic collaborations and M&A), startup CEO roles (RaeSedo 2022–2023; Regulonix 2018–2020), turnaround leadership (Palyon Medical), and long-standing consulting as Principal of Accela Advisors (since 2007) . The Board classifies him as an independent director under Nasdaq listing rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Élan Corporation | EVP, Corporate Business Development (strategic collaborations and M&A) | 1991–2002 | Led strategic collaborations and M&A |
| Marion Laboratories / Marion Merrell Dow | Senior Director, Global Program Management | 1973–1991 | Global program leadership |
| Palyon Medical Corporation | Corporate Turnaround Specialist & CEO; Chairman of the Board | 2013–2015 | Turnaround leadership; board chair |
| University of Arizona | Mentor in Residence (technology commercialization) | Oct 2015–Mar 2019 | Startup mentoring |
| Regulonix Holding, Inc. | Chief Executive Officer | Jan 2018–Oct 2020 | Drug development leadership |
| RaeSedo, Inc. | Chief Executive Officer | 2022–2023 | Startup therapeutics spinout CEO |
| BioIndustry Organization of Southern Arizona | Chairman of the Board (non-profit) | 2012–2013 | Regional industry leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Accela Advisors | Principal | 2007–present | Biopharma consulting (strategy, BD, coaching) |
Board Governance
- Committee assignments: Member, Compensation Committee (Chair: Dr. Dennis Langer). Not on Audit or Nominating & Governance Committees .
- Independence: Board determined Sember is independent under Nasdaq rules .
- Attendance: In the last fiscal year, the Board met 4 times; Compensation Committee met 4 times; Quoin discloses each director attended at least 75% of Board and committee meetings during their service period .
- AGM engagement: Board policy expects director attendance at the AGM; only two directors attended the last AGM (names not specified) .
- Re-election and shareholder support: Re-elected at the August 21, 2025 AGM with 2,887,325 For, 121,380 Against, 75,250 Abstain; broker non-votes 6,415,255 .
Fixed Compensation
| Component (Non-Employee Directors) | 2024 Amount (USD) | Sember 2024 (USD) |
|---|---|---|
| Annual Board retainer | 82,500 | 82,500 |
| Committee chair fee | 15,000 (if chair) | 0 (not a chair) |
| Committee membership fee | 5,000 per standing committee | 5,000 (Compensation Committee member) |
| Total cash fees | — | 87,500 |
Notes: The independent director program is reviewed periodically by the Compensation Committee and Board .
Performance Compensation
| Equity Award | Grant Date | Fair Value (USD) | Instrument | Exercise Price | Vesting |
|---|---|---|---|---|---|
| Annual equity grant | Dec 9, 2024 | 33,363 (grant-date fair value under ASC 718) | Stock options | $27.30 per ADS | 20% on each of Dec 9, 2025, 2026, 2027; 40% on Dec 9, 2028 |
| Outstanding options (as of 12/31/2024) | — | — | Options over 1,699 ADSs per non-employee director | — | Time-based; Dec 2024 grant not yet vested at year-end |
Performance metrics and plan design:
- Annual director equity awards are time-based options; no performance-vesting metrics disclosed for directors .
- The 2025 Equity Incentive Plan and award agreement forms adopted Nov 14, 2025 enable varied terms/vesting as permitted by the plan, including standard termination treatment and multiple exercise methods; these apply to directors and executives for future grants .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Sember in the 2025 Proxy |
| Prior public company boards | Not disclosed in the biography |
| Interlocks / related parties | 2025 Proxy discloses related transactions involving other directors and executives (e.g., 2020 notes; Dec 2024 offering participation by Myers, Carter, Dunn, Culverwell), but none attributed to Sember |
Expertise & Qualifications
- Capital-raising and business development: Broad executive and capital-raising experience in life sciences cited by the Board as qualification for service .
- M&A and strategic collaborations: Led corporate BD at Élan (1991–2002) with responsibility for strategic collaborations and M&A .
- Startup/turnaround leadership: CEO roles at RaeSedo and Regulonix; turnaround CEO and Board Chair at Palyon Medical; mentor in tech commercialization .
- Education: B.S. (University of Pittsburgh), MBA (Rockhurst University) .
Equity Ownership
| Holder | Beneficial Ownership (Ordinary Shares) | % of Class | Notes |
|---|---|---|---|
| Michael Sember | 2,625 | * (less than 1%) | Table based on 20,585,830 ordinary shares outstanding as of record date; each ADS = 35 ordinary shares |
Additional alignment indicators:
- Options outstanding: 1,699 ADSs per non-employee director as of Dec 31, 2024; Dec 2024 grant vests 20/20/20/40 through 2028; exercise price $27.30 per ADS .
- Pledging/hedging: No pledging or hedging by Sember is disclosed in the beneficial ownership section; no related footnotes indicating pledges for Sember .
Governance Assessment
- Independence and committee role: Sember is an independent director and serves on the Compensation Committee, contributing to oversight of executive pay policy and equity grants; committee includes independent members and utilizes an independent consultant (Aon) with no conflicts found for 2022–2023; 2024 decisions considered prior Aon recommendations .
- Attendance: Meets the ≥75% attendance threshold disclosed for all directors; board and committee cadence appears modest (4 Board; 4 Compensation; 2 Nominating) .
- Pay structure: Director pay tilts toward cash retainer plus modest annual option awards with multi-year vesting; 2024 total for Sember was $120,863 (cash $87,500; options $33,363); structure aligns directors with long-term equity but uses time-based options rather than performance-vested equity .
- Shareholder signals: 2025 AGM re-elected Sember with strong support (≈95.9% of votes cast For excluding abstentions), and shareholders approved changes to non-employee director compensation and certain option grants to directors, indicating general investor support for board compensation design that includes Sember’s awards .
- Conflicts/related parties: No related-party transactions disclosed involving Sember; related financings and prior notes involved other directors/executives, not Sember—reducing immediate conflict risk .
- Engagement watch item: Only two directors attended the last AGM (names not provided), a potential engagement concern at the board level, though not specifically attributable to Sember .
RED FLAGS: None specific to Sember disclosed. Board-wide AGM attendance (only two directors attended) is a mild governance engagement flag to monitor .
Positive signals: Independence; compensation committee service; strong re-election support; no related-party transactions tied to Sember; equity alignment via options .