Sally Lawlor
About Sally Lawlor
Sally Lawlor, BCL, FCA, is Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer at Quoin Pharmaceuticals (effective August 18, 2025); she is 42 and a Fellow of Chartered Accountants Ireland and member of the Irish Taxation Institute . She certified Quoin’s Q3 2025 10‑Q under SOX 302 and 906 on November 6, 2025, evidencing responsibility for disclosure controls and fair presentation . Prior to Quoin, she held senior tax and finance roles at Sebela Pharmaceuticals, Aptiv Plc, and spent 11 years at KPMG; she is also the niece of CEO Dr. Michael Myers (related-party governance consideration) . Company performance context (pre‑appointment) shows TSR and net income history below .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sebela Pharmaceuticals | Senior Director – Group Tax | Jan 2023–Aug 2025 | Managed financial reporting under U.S. GAAP/IFRS; oversaw global tax planning, compliance, budgeting, forecasting, external audits |
| Sebela Pharmaceuticals | Director – Group Tax | Dec 2021–Jan 2023 | Built tax leadership capabilities; supported multinational compliance |
| Aptiv Plc | Senior tax leadership positions | Dec 2017–Sep 2021 | Led tax for global technology/manufacturing; supported software/hardware mobility strategy |
| KPMG | Advisory (pharma & technology clients) | 11 years (dates not disclosed) | Advised multinationals on tax/finance; cross‑sector expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Chartered Accountants Ireland | Fellow (FCA) | Not disclosed | Professional credential |
| Irish Taxation Institute | Member | Not disclosed | Professional credential |
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Base Salary | €380,000 per annum; paid bi‑weekly in arrears | |
| Pension (PRSA) | 5% employer contribution after 6 months, matched by 5% employee; employer may vary/cease contributions | |
| Health Insurance | €5,000 company contribution | |
| Annual Leave | 28 days per calendar year, plus statutory public holidays | |
| Expenses | Reimbursement of reasonable business expenses (subject to evidence and CEO‑set annual limit) | |
| Place of Work | Initially 73 Derrynane Gardens, Dublin 4; then Quoin Dublin office; travel as required |
Performance Compensation
Cash Bonus Structure (per Service Agreement and Compensation Policy)
| Item | Terms | Source |
|---|---|---|
| Service Agreement bonus (Sally Lawlor) | Discretionary up to 50% of salary; determined by Compensation Committee; non‑pensionable | |
| Policy – Executive Officers (non‑CEO) target | Target annual cash bonus ≤100% of base salary | |
| Policy – Executive Officers (non‑CEO) max | Max annual cash bonus (incl. overachievement) ≤200% of base salary | |
| Performance metrics | Measurable company and individual objectives; weights set; may be modified for special circumstances |
Equity Awards and Vesting (Plan‑Level; no individual grant disclosed)
| Item | Terms | Source |
|---|---|---|
| Annual equity grant cap | FMV at grant ≤500% of fixed comp (base+benefits) | |
| Instrument types | Options/RSUs/other awards under 2025 Plan | |
| Term to exercise | Determined by Committee; ≤10 years from grant | |
| Vesting | Schedule set by Committee; may accelerate under certain transactions | |
| Termination (not for cause) | Vested/exercisable awards generally expire 3 months after termination | |
| Termination (death/disability) | Vested/exercisable awards expire 1 year after termination | |
| Termination (cause) | All outstanding awards terminate immediately |
Change‑of‑Control Economics (Policy)
| Benefit | Executives (non‑CEO/COO) | CEO/COO | Source |
|---|---|---|---|
| Vesting acceleration | Permitted | Permitted | |
| Exercise period extension post‑termination | Up to 1 year | Up to 2 years | |
| Additional salary/benefits | Up to 6 months beyond notice/adjustment periods (subject to Section 18 limits) | Up to 6 months | |
| One‑time cash bonus | ≤200% of base salary | ≤250% of base salary |
Performance Compensation Detail (Targets/Payouts)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus (Sally Lawlor) | Not disclosed | Up to 50% of salary | Not disclosed | Not disclosed | Cash; timing per Company policy |
| Equity awards (if granted) | Not disclosed | ≤500% of fixed comp (FMV) | Not disclosed | Not disclosed | Per award; ≤10‑yr term; plan termination rules |
Equity Ownership & Alignment
- Beneficial ownership for Sally Lawlor is not disclosed in the July 17, 2025 proxy’s management table (table lists Myers, Carter, directors, and prior CFO) .
- Hedging is prohibited for all directors/officers/employees under the Insider Trading Policy; 10b5‑1 plans permitted with pre‑clearance for trades .
- Awards are non‑transferable; Incentive Stock Options cannot be pledged or assigned; transfer restrictions apply to awards/shares under the plan .
- No executive stock ownership guidelines are disclosed in the proxy; compliance status for Sally not disclosed .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Effective date & role | Appointed CFO/PFO/PAO effective August 18, 2025 | |
| Age | 42 | |
| Related‑party | Niece of CEO Dr. Michael Myers | |
| Notice period | 3 months’ written notice by either party; company may pay in lieu; can impose garden leave | |
| Non‑compete | 9 months post‑termination within “Prohibited Area” against “Relevant Business” | |
| Non‑solicit | Restrictions on soliciting customers/personnel post‑termination | |
| Confidentiality | Strict confidentiality; company property return on termination | |
| Garden leave | Company may require no duties during notice with continued pay/benefits; contact restrictions | |
| Place of work | Dublin (initially at Derrynane Gardens; then Dublin office); travel required |
Performance & Track Record
| Area | Notable Points | Source |
|---|---|---|
| Quoin CFO responsibilities | Align finance with commercialization (QRX003 registrational trials; potential NDA next year); brings global tax strategy and compliance expertise | |
| Regulatory/controls | Executed SOX 302 and 906 certifications for Q3 2025 10‑Q |
Company TSR and Net Income (pre‑appointment context)
| Year | Value of $100 Investment (TSR) | Net Income (Loss, $mm) |
|---|---|---|
| 2022 | $6.24 | (9.4) |
| 2023 | $1.80 | (8.7) |
| 2024 | $0.26 | (9.0) |
Say‑on‑Pay & Shareholder Feedback (2025 AGM outcomes)
| Proposal | For | Against | Abstain | Broker Non‑Votes | |---|---|---:|---:|---:|---:| | Compensation Policy (Executives & Directors) | 1,441,860 | 290,115 | 1,351,980 | 6,415,255 | | 2025 Equity Incentive Plan | 2,559,900 | 429,135 | 94,920 | 6,415,255 | | Authorized share increase | 7,558,565 | 1,939,105 | 1,505 | 35 | | NED compensation program changes | 2,515,660 | 422,345 | 145,950 | 6,415,255 | | Option grants to certain NEDs | 2,706,865 | 247,380 | 129,710 | 6,415,255 | | Auditor appointment | 8,772,960 | 409,220 | 317,030 | 0 |
Compensation Structure Analysis
- Equity mix and leverage: Policy allows equity awards up to 500% of fixed compensation, enabling high at‑risk pay tied to performance and retention; plan provides acceleration in change‑of‑control scenarios .
- Cash incentives: Sally’s Service Agreement caps her discretionary bonus at 50% of salary, below policy maxima; metrics determined by CEO/Committee with final approval by Compensation Committee/Board .
- Clawback and hedging: Robust clawback for restatements and prohibition on hedging increase alignment and reduce risk of opportunistic trading .
- Grant timing: Options generally priced at prior business day’s close if grants occur on weekend/holiday; no formal timing policy to avoid MNPI but Board/Committee do not seek to time grants .
Equity Ownership & Alignment Details
- Beneficial ownership percentages for Sally are not in the July 17, 2025 proxy; other executives’ holdings are disclosed, but Sally was appointed after the record date .
- Pledging: Incentive Stock Options cannot be pledged; broader pledging of common shares by executives is not addressed in disclosed policies; no pledging by Sally is disclosed .
- Insider trading: Pre‑clearance required; 10b5‑1 permitted; hedging prohibited .
Employment Terms
- Notice/severance: 3‑month notice or pay in lieu; no severance multiple disclosed in her Service Agreement; policy‑level change‑of‑control benefits may provide additional salary/benefits and a one‑time cash bonus capped by role .
- Restrictive covenants: 9‑month non‑compete and non‑solicitation post‑termination; confidentiality and IP protections; garden leave available .
- Governance flag: Familial relationship to CEO (niece) — potential perceived conflict requiring Compensation Committee oversight and adherence to policy .
Investment Implications
- Alignment signals: Strong governance features (clawback, hedging ban, plan‑level acceleration rules, Committee/Board approvals) support pay‑for‑performance and reduce opportunistic trading risks .
- Retention risk: A 9‑month non‑compete and garden leave provisions mitigate near‑term departure risk; absence of disclosed severance multiples in her contract suggests limited guaranteed cash on termination outside change‑of‑control frameworks .
- Potential red flag: Related‑party dynamic (niece of CEO) heightens scrutiny; reliance on Compensation Committee processes and shareholder‑approved policy is key to maintaining independence and market confidence .
- Equity overhang and dilution: Approval of the 2025 Equity Incentive Plan and authorized share increase facilitates future grants; monitor grant pacing and dilution vs. performance milestones (QRX003 commercialization trajectory) .