Quoin Pharmaceuticals Ltd

This management-sponsored say-on-pay proposal asks shareholders to cast a non-binding advisory vote approving the total executive compensation disclosure for the named executive officers as presented in the 2026 proxy statement. Management seeks this advisory approval to obtain shareholder feedback on its compensation philosophy and to provide legitimacy to the Compensation Committee’s program and decisions, while noting the vote is non-binding. The company states that the outcome will be considered by the Board and Compensation Committee when setting future compensation, and that the Board adopted a triennial say-on-pay schedule consistent with prior shareholder preference. Key contextual elements include the Company’s adoption of a 2025 Compensation Policy, use of performance-based cash bonuses tied to clinical, regulatory, CMC, IP and financial metrics, and substantial equity awards designed to align executives with long-term shareholder value. The Board’s recommendation to vote FOR emphasizes that compensation decisions were made with oversight by the Compensation Committee, in line with the Company’s policy and within previously approved compensation programs for the CEO and COO. From a governance perspective, investors will weigh the non-binding nature of the vote, the disclosed performance targets (which the company keeps confidential citing competitive harm), and the size and structure of equity awards and cash incentives. Given the company’s practice of seeking shareholder approval for certain compensation frameworks (e.g., CEO/COO programs) and the board’s stated responsiveness to shareholder feedback, a FOR vote signals support for existing governance and pay alignment, while an AGAINST vote would be read as investor dissatisfaction prompting potential changes to incentive design or disclosure. Institutional investors will likely focus on pay-for-performance metrics and disclosure sufficiency, particularly because some performance goals are not publicly disclosed. Overall, the proposal is a standard advisory governance item that serves as a barometer of shareholder support for the company’s executive pay practices, rather than changing compensation directly.

This management proposal seeks shareholder approval for material increases to the non-employee director compensation framework: a potential Annual Retainer increase to up to $250,000 (from up to $125,000) and increasing the ceiling on the annual equity award value to as much as $200,000 (from a prior cap of $60,000). Management and the Compensation Committee frame these changes as necessary to remain competitive in the market for experienced independent directors and consistent with the Company’s 2025 Compensation Policy. The proposal is not accompanied by detailed benchmarking data in the proxy, so investors will infer rationale from the company’s statements about retention and competitiveness; large increases in director pay can raise governance scrutiny around potential impacts on independence and pay-for-attendance concerns. Because director compensation is subject to Companies Law approvals and shareholder oversight, this vote also functions as a check on board governance practices and on whether pay levels remain proportionate to company size and performance. From a shareholder perspective, key evaluation factors include the proposed maximums relative to peer group norms, the mix of cash versus equity (the proxy states directors may elect to receive retainers in options), and whether higher equity awards meaningfully align directors with long-term shareholder interests without undermining independence. If approved, the change gives the Compensation Committee discretion to set actual amounts annually up to the new caps, which concentrates future discretion with the board; thus investors may push for clear disclosure of benchmarking and pay-setting criteria. Overall, the board recommends FOR on grounds of recruitment and retention; however, activist or governance-focused investors may view the magnitude of the increase as significant and may seek additional disclosure or guardrails (e.g., limits on option grants, vesting schedules, or shareholder consultation) to ensure alignment with shareholder interests.

This management proposal requests shareholder approval to increase the Company’s 401(k) matching formula so that the Company would match 100% of the first 1% of eligible contributions and 50% of the next 10% (previously 50% of the next 5%), with the enhanced match applied to all plan participants, including U.S.-based executive officers. Management frames the change as a retention and competitiveness tool, designed to provide employees and executives greater retirement savings and to align compensation practices with industry norms. From a governance and shareholder-cost perspective, the change modestly increases ongoing compensation expense and will be of interest to investors evaluating overall compensation trends and related-party impacts when executive officers benefit. Under Israeli Companies Law, approval of Proposal 4 is subject to a special majority requirement tied to Interested Shareholders; alternatively, the Board may override a shareholder rejection under narrowly prescribed circumstances following detailed deliberation by the Compensation Committee and the Board, which adds complexity to the governance calculus. Investors will consider whether the enhanced match is applied uniformly and whether the magnitude of increased cost is material relative to company size and cash runway; the proxy indicates the change applies broadly to all participants, mitigating concerns about selective enrichment of executives. The Board recommends FOR, citing alignment with the 2025 Compensation Policy and employee retention, but some shareholders may request quantified cost estimates, sensitivity analysis, or further assurance that the change will not be used to circumvent other compensation approval processes. Overall, the proposal is a typical employee-benefit enhancement with potential modest cash flow impact and requires specific shareholder-majority mechanics under applicable Israeli law, making investor understanding of the voting mechanics and Interested Shareholder confirmations important.