Wendy Betts
About Wendy Betts
Wendy J. Betts (age 53) is an independent director of Cardio Diagnostics Holdings, Inc. (CDIO), serving on the Board since November 15, 2024. She is a cybersecurity executive: Information Security Officer at Rotary International since June 2024; previously Director of Cybersecurity Strategy at United Airlines (Oct 2022–Sep 2023), Senior Risk Manager at Bank of America (Jul 2019–Oct 2022), and Vulnerability Manager at Northern Trust (Mar 2010–Jul 2019). She holds a BA in Operations Management Information Systems (Northern Illinois University) and an MBA with a finance emphasis (Keller Graduate School of Management); she is CISSP and CCSP certified. She is active in ISSA, WiCyS, and Chief, and serves as a Director at the Luminarts Culture Foundation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Trust | Vulnerability Manager | Mar 2010–Jul 2019 | Developed Secure SDLC program; rolled out DevSecOps across application development |
| Bank of America | Senior Risk Manager | Jul 2019–Oct 2022 | Oversaw 2nd line cybersecurity defense: SOC, Malware, DDoS, Cloud |
| United Airlines | Director of Cybersecurity Strategy | Oct 2022–Sep 2023 | Managed strategic cybersecurity program initiatives |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rotary International | Information Security Officer | Jun 2024–present | Manages cybersecurity department: cyber defense, operations, strategic tech deployment |
| Luminarts Culture Foundation | Director | Not disclosed | Non-profit board supporting young artists; mentoring and awards |
| ISSA; WiCyS; Chief | Member | Ongoing | Professional networks and industry engagement |
Board Governance
| Governance Element | Detail |
|---|---|
| Independence | Board determined Ms. Betts is independent under Nasdaq and SEC rules |
| Committee Assignments | Audit Committee member; Nominating & Corporate Governance Committee Chair |
| Committee Chairs | Nominating & Corporate Governance Committee chaired by Ms. Betts; Audit Committee chaired by Paul F. Burton |
| Lead Independent Director | None; Board has Non-Executive Chairman (Warren Hosseinion, M.D.) and no separate lead independent director |
| Board/Annual Meeting Attendance Policy | No formal policy; directors encouraged to attend Annual Meeting |
| Board Committees (current composition) | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Wendy J. Betts | X | Chair | |
| Paul F. Burton | Chair | X | |
| Peter K. Fung | X | X | |
| James Intrater | X | Chair | X |
- Audit Committee scope includes related-party transaction approval, pre-approval of audit/non-audit services, and oversight of financial reporting and controls .
- Audit Committee recommended including audited financials in the FY2024 10-K and operates via charter; all members deemed independent .
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 4,167 | 2,083 | 6,250 |
- Non-employee director program in 2024 combined RSUs ($12,500), Options ($12,500), and Cash ($25,000), paid quarterly; directors joining or leaving mid-year were paid pro rata . Ms. Betts joined Nov 15, 2024 and received pro rata cash and equity consistent with the program .
Performance Compensation
| Award Type | Grant/Exercisable Date | Shares/Units | Strike Price | Expiration | Notes |
|---|---|---|---|---|---|
| Stock Options (Right to Buy) | 12/31/2024 | 2,272 | $0.92 | 12/31/2034 | Form 3 initial statement of beneficial ownership filed 02/05/2025 |
- 2024 director program paid quarterly option awards of $4,167 fair value on Jun 30, Sep 30, and Dec 31; RSUs were awarded Jan 23, 2024 and vested Mar 31, 2024 (Ms. Betts’ pro rata participation began after her Nov 15, 2024 appointment) .
Other Directorships & Interlocks
| Company | Role | Public Company? | Interlocks/Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in proxy biographies |
- Compensation committee interlocks: company states no executive officer serves on another entity’s compensation committee where a reciprocal interlock exists .
Expertise & Qualifications
- Cybersecurity leadership: SOC, malware, DDoS, cloud, Secure SDLC, DevSecOps deployment .
- Education: BA (Northern Illinois University), MBA (Keller), professional certifications: CISSP, CCSP .
- Governance: Chair of Nominating & Corporate Governance Committee; independent Audit Committee member .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding | Notes |
|---|---|---|---|
| Wendy J. Betts | 2,443 | <1% | As of Aug 25, 2025; % based on 1,763,129 shares outstanding (post 1-for-30 reverse split) |
| Derivatives | Amount | Terms |
|---|---|---|
| Options (exercisable) | 2,272 | Exercisable 12/31/2024; strike $0.92; expires 12/31/2034 |
- Hedging/pledging policy: Company prohibits hedging, short sales, margin accounts, and pledging of company stock by directors and employees .
Governance Assessment
-
Strengths:
- Independence and committee leadership: Independent director; Chair of Nominating & Corporate Governance and member of Audit Committee, signaling active governance engagement .
- Cybersecurity expertise: Deep domain experience likely additive to oversight of technology and risk—aligned with board needs .
- Related-party controls: Audit Committee reviews/approves related-party transactions; no director/officer related-party transactions above thresholds disclosed for 2024–2025; inventor royalty benefits pertain to CEO/CMO, not Ms. Betts .
- Anti-hedging/pledging policy supports ownership alignment and discourages misaligned risk practices .
-
Watch items / RED FLAGS:
- Section 16 filing timeliness: Ms. Betts filed a late Form 3 (company disclosure of late filings) . This is a procedural lapse rather than a financial or conflict issue, but worth monitoring for compliance discipline.
- No Lead Independent Director: Board has no separate lead independent director; oversight relies on Non-Executive Chairman role, which may limit independent agenda control in some governance frameworks .
-
Compensation alignment:
- Director compensation mix includes cash and equity (options; RSUs in earlier 2024 periods). Ms. Betts’ pro rata 2024 pay was modest ($6,250 total), with options providing potential alignment to shareholder value .
Insider Filings Summary
| Form | Filing Date | Event Date | Security | Quantity | Terms |
|---|---|---|---|---|---|
| Form 3 | 02/05/2025 | 12/31/2024 | Options (Right to Buy) | 2,272 | Strike $0.92; exp 12/31/2034; Direct ownership |
Related Party & Conflicts
- Policy: Audit Committee must approve/ratify related-party transactions; directors cannot participate in decisions where they are the related party .
- Disclosures: No such transactions meeting thresholds since Jan 1, 2024; separate inventor royalty benefits to CEO and CMO via University of Iowa Research Foundation policy (not involving Ms. Betts) .
Director Compensation Program Details (Context)
| Quarter/Action | Cash ($) | Equity ($) | Instrument | Notes |
|---|---|---|---|---|
| Jan 23, 2024 RSU grant (company program) | — | 12,500 | RSUs | Vested/settled Mar 31, 2024 |
| Jun 30, 2024 | 8,333 | 4,167 | Options | Number of shares based on closing price |
| Sep 30, 2024 | 8,333 | 4,167 | Options | As above |
| Dec 31, 2024 | 8,333 | 4,167 | Options | As above; Ms. Betts compensated pro rata |
Ms. Betts’ 2024 director compensation was pro rata for her service starting Nov 15, 2024 (cash $4,167; stock awards $2,083; total $6,250) .
Notes on Board Structure and Engagement
- The Board separates Non-Executive Chairman and CEO roles; no lead independent director; Chairman helps set agendas, facilitates communications, and leads CEO evaluation/succession—N&CG committee also oversees succession planning and annual board/committee effectiveness assessments (chaired by Ms. Betts) .