Natalie Leong
About Natalie Leong
Independent director at Quoin Pharmaceuticals (QNRX); age 40; on the board since April 2021 at Quoin Inc. and October 28, 2021 at Quoin Pharmaceuticals Ltd. MBA from The Wharton School (University of Pennsylvania); B.Comm (Finance & Economics) and B.A. (French & Literature) from University of Melbourne (2007). Background spans product management and finance roles in fintech and banking (Lendistry, LoanStreet, RBC Capital Markets, National Australia Bank).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LoanStreet Inc. | Head of Finance & Product Strategy; later Head of Product Management | Oct 2019 – Nov 2022 | Product and finance leadership at financial SaaS company |
| RBC Capital Markets | Lead, US Asset-Liability Committee; Lead, Global Originations FP&A | May 2016 – Oct 2019 (ALCO lead May 2016–Jul 2019; FP&A Aug 2018–Oct 2019) | Balance-sheet/ALM oversight and origination analytics |
| National Australia Bank | Vice President, Capital Insights; Senior Auditor | Oct 2011 – May 2016 (VP); Feb 2008 – Oct 2011 (Audit) | Capital insights and financial audit functions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| B.S.D. Capital, Inc. (d/b/a Lendistry) | Senior Vice President, Product Management | Jan 2023 – present | Minority-led small business lender; product leadership |
Board Governance
- Independence: Board determined Leong is independent under Nasdaq rules.
- Committee roles:
- Audit Committee member; Audit Chair is Culverwell; Audit members (Culverwell, Cooper, Leong) are independent and each has financial sophistication and is an “audit committee financial expert” as defined by SEC rules.
- Nominating & Governance Committee Chair; members: Leong (Chair), Cooper; all independent.
- Attendance: Board met 4x in last fiscal year; Audit 4x; Compensation 4x; Nominating 2x. Each director attended ≥75% of applicable meetings.
- Board leadership structure: CEO also serves as Chair (approved by shareholders; renewed Dec 4, 2024 under Israeli Companies Law), which can raise governance concentration considerations.
Fixed Compensation
| Component | 2024 Program Terms | Leong 2024 Cash Earned |
|---|---|---|
| Board annual cash retainer | $82,500 per non-employee director | $102,500 (reflects Board retainer + $15,000 committee chair fee + $5,000 committee membership fee) |
| Committee chair fee | $15,000 per year | Included above |
| Committee member fee | $5,000 per standing committee | Included above |
| 2025 changes (subject to approval) | Annual retainer up to $125,000; directors may elect to receive all/portion in options; Board intends to set 2025 retainer at $100,000 (retroactive to Jan 1, 2025) | N/A |
Notes
- Hedging is prohibited for directors under the Insider Trading Policy; pre-clearance required for trades.
Performance Compensation
| Award | Grant/Action Date | Amount/Value | Exercise Price | Vesting | Notes |
|---|---|---|---|---|---|
| Annual option award (FY2024) | Dec 9, 2024 | $33,363 grant-date fair value | $27.30 per ADS | 20% on Dec 9, 2025; 20% on Dec 9, 2026; 20% on Dec 9, 2027; 40% on Dec 9, 2028 | Non-employee director annual grant; valuation per ASC 718 |
| Additional option in lieu of 2025 cash retainer (subject to shareholder approval) | May 29, 2025 | 4,105 options | $9.07 per ADS | 20% on May 29, 2026; 20% on May 29, 2027; 20% on May 29, 2028; 40% on May 29, 2029 | Election to receive portion of 2025 retainer in options |
| Outstanding options (as of 12/31/2024) | As of Dec 31, 2024 | 1,699 ADSs outstanding per non-employee director | — | Company-wide disclosure | Aggregate per director, not grant-specific |
- Director compensation mix (2024 actual): Cash $102,500 + Options (ASC 718) $33,363 = Total $135,863.
- Performance metrics: No performance-conditioned director equity metrics disclosed (director awards are time-based options).
Other Directorships & Interlocks
| Company/Organization | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | Quoin biography lists no other public company directorships for Leong. |
Expertise & Qualifications
- Finance, product, and risk/ALM expertise from roles at LoanStreet, RBC Capital Markets (ALCO lead; origination FP&A), and National Australia Bank.
- Education: MBA (Wharton), dual undergrad degrees (University of Melbourne, 2007).
- Audit committee financial expertise designation at the committee level.
Equity Ownership
| Holder | Beneficial Ownership (Ordinary Shares) | ADS Equivalent | % of Class | Breakdown |
|---|---|---|---|---|
| Natalie Leong | 2,625 ordinary shares (via options exercisable within 60 days of 7/16/2025) | 75 ADSs (35 ordinary shares per ADS) | <1% | Options exercisable within 60 days; no direct shareholdings or warrants disclosed for Leong |
- Company-wide ownership table methodology deems options/warrants exercisable within 60 days as outstanding for the individual’s percentage; ADS ratio 1 ADS = 35 ordinary shares.
- No pledging disclosed; hedging prohibited by policy.
Governance Assessment
- Strengths:
- Independent director with finance/product background; serves as Audit Committee member and Chair of Nominating & Governance—key gates for oversight and board refreshment.
- Audit Committee independence and financial expertise designations enhance financial oversight.
- Attendance at or above the 75% threshold supports engagement.
- Willingness to take equity in lieu of cash (2025 retainer portion) signals alignment.
- Watch items / potential red flags:
- CEO dual role as Chair, re-approved under Israeli law, centralizes authority; Leong’s role as Nominating & Governance Chair is important counterweight.
- Board seeks to increase authorized ordinary shares from 100M to 5B, which can have anti-takeover effects and dilution risk if used; requires vigilant independent oversight.
- Director retainer increase (to up to $125,000) and optional equity in lieu of cash alters pay mix; monitor for pay inflation vs. performance/context.
Related-Party Exposure
- No related-party transactions disclosed involving Leong. Related-party items disclosed involved Myers, Carter, Dunn, and Culverwell (participation in Dec 2024 offering); Audit Committee oversees related-party approvals.
Director Compensation (Detail)
| Metric | 2024 | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $102,500 | Board retainer + committee chair and membership fees |
| Option Awards (grant-date fair value) | $33,363 | Dec 9, 2024 grant; $27.30 strike; time-based vesting |
| Total | $135,863 | Sum of cash + option grant (ASC 718) |
Committee Assignments
| Committee | Role | Composition | Notes |
|---|---|---|---|
| Audit Committee | Member | Culverwell (Chair), Cooper, Leong | All independent; financial experts under SEC rules |
| Nominating & Governance | Chair | Leong (Chair), Cooper | Independent; oversees director nominations/governance |
Insider Transactions
- No Form 4 insider trading data disclosed in the proxy; beneficial ownership reflects options exercisable within 60 days for Leong.
Employment & Contracts (Director)
- Director compensation and equity governed by the non-employee directors’ compensation program; 2025 amendments include higher retainer ceiling and option-in-lieu feature (subject to shareholder approval).
- D&O insurance, indemnification, and exculpation at maximum extent permitted under Israeli law; clawback policy applies to executive officer incentive compensation.
Say-on-Pay & Shareholder Votes (Context)
- Under Israeli Companies Law, compensation policy (Proposal 3) requires a special majority; non-employee director compensation program changes (Proposal 5) and specific director option grants (Proposal 6) are binding votes.
Summary Implications for Investors
- Leong’s finance/product profile and committee leadership strengthen board effectiveness, especially in governance refresh and audit oversight.
- Equity-taking behavior (2025 options in lieu of cash) aligns incentives, while the board’s broader capital actions (authorized share increase) warrant close monitoring for dilution/entrenchment; Leong’s committees are pivotal in safeguarding minority shareholder interests.