Carolina Martinez
About Carolina Martinez
Carolina (Nina) Martinez is Chief Financial Officer, Secretary and Treasurer of Better Choice Company (BTTR), appointed CFO effective August 2, 2023 after serving as Interim CFO, Secretary and Treasurer from April 3, 2023; she was 33 in the 2023 proxy, 34 in the 2024 10-K, and 35 in the 2025 10-K . She is a Florida-licensed CPA with an MS in Accounting (University of Tampa) and BSBA in Accounting (University of Central Florida), and previously held assurance and quality roles at PwC and a director role at ONE10 Advisors focusing on strategic finance and accounting . BTTR’s incentive framework for NEOs ties annual bonuses to gross revenue, gross margin, and Adjusted EBITDA plus individual goals, aligning pay with operational performance; Martinez’s actual 2023 bonus paid was $19,200 under this program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ONE10 Advisors, LLC | Director, CFO Partnership Solutions | 2022–2023 | Strategic finance and accounting advisory for companies; focus on public-company readiness and CFO services . |
| PricewaterhouseCoopers LLP | Manager, National Quality Organization | Mar–Dec 2021 | National quality oversight; enhancement of audit quality controls . |
| PricewaterhouseCoopers LLP | Assurance roles | 2013–Mar 2021 | Led audits for publicly traded companies; SEC reporting rigor and controls . |
External Roles
No public company directorships or external board roles disclosed for Martinez .
Fixed Compensation
| Metric | FY 2023 |
|---|---|
| Base Salary | $240,000 . |
| Target Bonus % | 40% of base salary; payable 50% cash/50% stock . |
| Actual Bonus Paid | $19,200 . |
| Benefits | Eligible for standard medical/dental/vision, disability, life insurance; 401(k) with employer match historically 50% up to 5% of compensation . |
Performance Compensation
Annual cash incentive design for NEOs (including Martinez):
- Metrics and weighting: 50% gross revenue and Adjusted EBITDA; 50% individual performance and goals .
- Eligibility: CEO eligible for 50% of base salary; other NEOs eligible 25–40% of base salary; Martinez’s target was 40% of base .
- Actual payout: Martinez received $19,200 for FY 2023 .
| Component | Metric | Weighting | Target | Actual Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Incentive (Cash/Stock) | Gross revenue & Adjusted EBITDA; individual goals | 50% financial, 50% individual | 40% of base salary | $19,200 (FY 2023) | Annual, subject to plan thresholds . |
Equity awards:
- Initial option grant to purchase 4,546 shares at $15.40 per share (vests in equal installments over 3 years), granted in connection with CFO appointment .
- Outstanding as of Dec 31, 2023: 4,545 unexercisable options at $15.40 (reflects share consolidation/reverse split in 2024) .
| Equity Award Type | Grant Date | Shares/Units | Exercise Price | Vesting |
|---|---|---|---|---|
| Stock Options | Aug 2, 2023 | 4,546 shares | $15.40 per share | Equal installments over 3 years . |
| Outstanding Options (FY 2023 YE) | 8/7/2023 entry | 4,545 unexercisable | $15.40 | Time-based; equal installments over 3 years . |
Equity Ownership & Alignment
| As of | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Oct 21, 2024 | 1,515 | <1% of outstanding shares (1,825,319 outstanding) | Includes exercisable within 60 days as per SEC rules methodology . |
Option holdings and alignment:
- Unvested options: 4,545 shares at $15.40 (Dec 31, 2023), creating potential future selling pressure upon vesting events .
- Company history includes broad option repricing in 2020 to reset option value; although not specific to Martinez, it indicates willingness to modify equity terms to retain and motivate executives .
No stock ownership guidelines, pledging, or hedging disclosures specific to Martinez were identified in the filings reviewed (no explicit statements found in these documents).
Employment Terms
| Term | Detail |
|---|---|
| Employment start dates | Interim CFO, Secretary, Treasurer effective April 3, 2023; CFO effective August 2, 2023 . |
| At-will employment | Yes, per NEO Employment Agreements . |
| Severance | If terminated without Cause, or resigns for Good Reason or Good Reason Upon Change in Control: six months of then-current base salary, payable over 6 months; first payment on first regular pay date on/after the 60th day following termination, subject to release . |
| Change-of-control | Good Reason Upon Change in Control qualifies for severance as above (indicative of double-trigger structure) . |
| Covenants | Standard confidentiality, IP assignment, non-compete, and non-solicitation . |
Transaction-related role and potential transition:
- Martinez was a primary BTTR representative negotiating the SRx Health combination .
- Post-transaction, she signed SRx Health Solutions, Inc. 8-Ks as Chief Financial Officer in October and November 2025, indicating a CFO role at SRx Health following the merger closing (BTTR announced closing April 30, 2025) .
Investment Implications
- Alignment: Martinez’s pay mix combines fixed salary with at-risk annual incentive tied to revenue and Adjusted EBITDA, plus multi-year option vesting, supporting pay-for-performance alignment; however, her direct share ownership is small (<1%), suggesting most alignment comes via unvested options and role-based accountability rather than large personal equity stakes .
- Retention risk: Severance is modest (six months base), which may not be a strong retentive lever amid corporate transitions; subsequent signatures as SRx Health CFO post-merger imply role continuity with the combined entity rather than departure, reducing near-term retention risk but altering issuer exposure for BTTR holders .
- Insider selling pressure: Options vest ratably over three years; without disclosed vesting dates beyond “equal installments,” expect periodic incremental vesting that could introduce modest selling cadence as tranches vest, though actual trading behavior requires Form 4 monitoring .
- Governance and shareholder sentiment: Say-on-pay in December 2024 received strong support (744,227 For vs. 39,588 Against), suggesting investor acceptance of NEO pay design during the transition period .
- Red flags: Company-wide option repricing in 2020 underscores willingness to reprice underwater awards—a potential governance concern if repeated, though not specific to Martinez’s grants .