Employment Agreements
We entered into written employment agreements with our Covered Office Holders that contain customary provisions, including non-compete and confidentiality provisions.
Dr. Myers. Pursuant to his Executive Employment Agreement with Quoin Inc., dated March 9, 2018, which was amended as of November 9, 2021 (as amended, the “Myers Agreement”), Dr. Myers is entitled to an annual base salary of $550,000, which accrued monthly until paid by Quoin Inc. Dr. Myers may also receive, subject to employment by us on the applicable date of bonus payout, an annual target discretionary bonus of not less than 45% of his annual base salary, payable at the discretion of the board of directors after approval of our compensation committee, subject to shareholder approval by a Special Majority for Compensation Matters. Pursuant to the Myers Agreement, Dr. Myers is also eligible to receive healthcare benefits as may be provided from time to time by us to our employees generally, and to receive paid time off annually in accordance with our policies in effect from time to time. Additionally, the Myers Agreement provides Dr. Myers with a monthly office allowance of $2,500 and a monthly automobile allowance of $1,500. At the annual general meeting of shareholders held on October 26, 2023, shareholders approved an amendment to Dr. Myers’ employment agreement to increase Dr. Myers’ annual base salary by 9.5%, retroactive to January 1, 2023, to $602,250. Assuming the CEO Compensation Package is approved at the Annual Meeting, the Compensation Committee and the Board intend to (i) set Dr. Myers’ 2024 annual base salary at $662,475 (retroactive to January 1, 2024), (ii) approve a discretionary cash bonus for Dr. Myers for fiscal 2023 services of $301,125; and (iii) grant Dr. Myers 536,603 options with an exercise price equal to the fair market value on the date of grant.
Ms. Carter. Pursuant to her Executive Employment Agreement with Quoin Inc., dated March 9, 2018, which was amended as of November 9, 2021 (as amended, the “Carter Agreement”), Ms. Carter is entitled to an annual base salary of $440,000, which accrued monthly until paid by Quoin Inc. Ms. Carter may also receive, subject to employment by us on the applicable date of bonus payout, an annual target discretionary bonus of not less than 45% of her annual base salary, payable at the discretion of the board of directors after approval of our compensation committee, subject to shareholder approval by a Special Majority for Compensation Matters. Pursuant to the Carter Agreement, Ms. Carter is also eligible to receive healthcare benefits as may be provided from time to time by us to our employees generally, and to receive paid time off annually in accordance with Quoin’s policies in effect from time to time. Additionally, the Carter Agreement provides Ms. Carter with a monthly office allowance of $2,500 and a monthly automobile allowance of $1,500. At the annual general meeting of shareholders held on October 26, 2023, shareholders approved an amendment to Ms. Carter’s employment agreement to increase Ms. Carter’s annual base salary by 9.5%, retroactive to January 1, 2023, to $481,800. Assuming this COO Compensation Package is approved at the Annual Meeting, the Compensation Committee and the Board intend to (i) set Ms. Carter’s 2024 annual base salary at $529,980 (retroactive to January 1, 2024), (ii) approve a discretionary cash bonus for Ms. Carter for fiscal 2023 services of $240,900; and (iii) grant Ms. Carter 536,609 options, with an exercise price equal to the fair market value on the date of grant.
Mr. Dunn. Pursuant to his Service Agreement with Quoin Inc., dated November 1, 2021 (as amended, the “Dunn Agreement”), Mr. Dunn is entitled to an annual base salary of $360,000. In addition, Mr. Dunn is entitled to receive, subject to employment by us on the applicable date of bonus payout, an annual target discretionary bonus of not less than 45% of his annual base salary, payable at the discretion of the Board. Under the Dunn Agreement, upon our adoption of an option plan, we were obligated to grant an option to Mr. Dunn to purchase our ordinary shares, with $1.25 million grant date value, subject to the terms of such plan. Mr. Dunn is also eligible to receive healthcare benefits as may be provided from time to time by us to our employees generally and paid time off annually in accordance with our policies in effect from time to time. Effective October 26, 2023, Mr. Dunn’s annual base salary was amended to provide for an increase to his annual base salary by 9.5%, retroactive to January 1, 2023, to $394,200. After the Annual Meeting, the Compensation Committee and the Board intend to (i) set Mr. Dunn’s 2024 annual base salary at $433,620 (retroactive to January 1, 2024), (ii) approve a discretionary cash bonus for Mr. Dunn for fiscal 2023 services of $197,100; and (iii) grant Mr. Dunn 338,994 options, with an exercise price equal to the fair market value on the date of grant.