Andrew Balo
About Andrew K. Balo
Andrew K. Balo (age 77) is an independent director of Glucotrack, Inc. (GCTK) since June 2024, following a 20+ year executive career at Dexcom where he led global clinical, regulatory, and medical affairs and earlier leadership roles at St. Jude Medical, Baxter, Pacesetter, and Endocardial Solutions. He brings deep clinical/regulatory expertise in glucose monitoring, retiring from Dexcom on March 24, 2024 after serving as EVP, Clinical, Global Access, and Medical Affairs from February 2022 . He has no current other public company boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dexcom International, Ltd. | Founding executive; EVP Clinical, Global Access & Medical Affairs | 2002–Mar 24, 2024; EVP Feb 2022–Mar 24, 2024 | Led global regulatory submissions and clinical trials; coordinated quality across multiple manufacturing sites |
| St. Jude Medical | Corporate VP of Regulatory, Clinical & Quality | Not disclosed | Led regulatory/clinical/quality functions |
| Baxter | Executive roles | Not disclosed | Not disclosed |
| Pacesetter | Executive roles | Not disclosed | Not disclosed |
| Endocardial Solutions | Executive roles | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | — | — | No current public company directorships (0) |
Board Governance
- Independence: The Board determined Andrew Balo is independent under Nasdaq and SEC rules .
- Committee assignments: As of the 2025 proxy’s current committee roster, Balo was not listed on Audit, Compensation, or Nominating & Corporate Governance; the Board will appoint committee members for the 2025 term following director elections .
- Attendance: The Board held 8 meetings in 2024; each incumbent director except Dr. Fischell attended ≥75% of Board and committee meetings (Balo met the threshold) .
- Executive sessions: Independent directors hold executive sessions at least twice a year, with an independent director presiding .
- Lead Independent Director: Not disclosed.
- Board size: Set at five directors effective at the 2025 Annual Meeting .
Fixed Compensation
| Year | Annual Cash Retainer ($) | Committee Fees ($) | Meeting Fees ($) | Total Cash ($) |
|---|---|---|---|---|
| 2024 | $0 | Not disclosed | Not disclosed | $0 |
- Non-employee directors are compensated with a combination of cash and shares; reimbursement for reasonable expenses is provided .
Performance Compensation
| Year | Stock Awards ($ FV) | Option Awards ($) | Vesting Schedule | Clawback Policy | Repricing Authority |
|---|---|---|---|---|---|
| 2024 | $53,022 | — | Default 3-year vest (1/3 at year 1, remainder monthly), unless award agreement states otherwise | All awards under the 2024 Plan subject to clawback per law and Company policy | Plan permits repricing, modification of exercise price, or cash/cancel without shareholder approval |
| Policy Limits | — | — | Non-employee director total comp cap: $750,000 in initial calendar year; $500,000 thereafter | — | — |
- Directors may receive equity awards (options, RSUs, restricted stock); exact grant dates and share counts for Balo’s 2024 stock award were not disclosed .
Other Directorships & Interlocks
| Company | Role | Committees | Interlocks/Conflicts |
|---|---|---|---|
| None | — | — | None disclosed |
Expertise & Qualifications
- Core expertise: Clinical trial leadership, regulatory submissions worldwide, quality systems across multi-site manufacturing; extensive MedTech experience in glucose monitoring .
- Financial expert designation: Not applicable to Balo; Erin Carter designated as Audit Committee financial expert .
Equity Ownership
| Record Date | Shares Beneficially Owned | Components | % of Common Stock |
|---|---|---|---|
| Apr 21, 2025 | 4,490 | Unissued shares earned in connection with Board service, issuable within 60 days | <1% (indicated by “*”) |
| Sep 23, 2025 | 1,360 | Unissued shares earned in connection with Board service, issuable within 60 days | <1% (indicated by “*”) |
- Shares pledged: Not disclosed.
- Ownership guidelines: No formal stock ownership guidelines for executive officers; director guidelines not disclosed .
- Hedging: Company does not currently prohibit hedging for directors/executives/employees (anti-hedging policies not in place) .
Insider Trades and Reporting
| Item | Detail |
|---|---|
| Section 16 reporting | Form 3 for Andrew Balo was due June 14, 2024 and filed March 28, 2025 (late) |
| 10b5-1 plans | As of the record date, one director had a 10b5-1 trading plan in effect (identity not disclosed) |
Related Party Transactions (Conflict Review)
- No related-party transactions disclosed involving Andrew Balo. Related financings involved other directors/executives (e.g., Ballantyne Trust, CEO Goode) and were reviewed/approved by the Audit Committee/Board per policy .
Compensation Committee Analysis
- Committee composition (2024): Luis Malavé (Chair), Allen Danzig, Dr. Robert Fischell; all independent .
- Meetings: Compensation Committee held no meetings in 2024 .
- Consultants: Neither the Company nor the Compensation Committee nor Board retained compensation consultants for executive/director pay decisions .
- Plan administration: Compensation Committee administers the 2024 Equity Incentive Plan .
Governance Assessment
-
Strengths:
- Independent director with deep clinical/regulatory background aligned to GCTK’s diabetes technology focus .
- Board confirms independence; executive sessions of independent directors at least twice per year .
- Equity awards subject to a clawback framework under the 2024 Plan .
- Balo’s 2024 director pay is equity-heavy ($53,022 stock; $0 cash), signaling alignment via equity rather than cash .
-
Concerns/RED FLAGS:
- Compensation Committee and Nominating/Governance Committee did not meet in 2024, suggesting limited committee engagement; Audit Committee met four times .
- Company does not prohibit hedging, which can undermine alignment; 10b5-1 usage by an undisclosed director adds complexity for monitoring .
- Late Section 16 filing for Balo (Form 3) indicates a lapse in reporting timeliness .
- The 2024 Plan permits repricing of equity awards without shareholder approval—shareholder-unfriendly practice increasing pay-risk .
- Board committee rosters in the proxy did not yet include Balo and were to be reconstituted post-Annual Meeting, limiting visibility into his committee-level influence .
-
Ownership/Alignment:
- Small beneficial ownership (<1%) and “unissued shares earned” structure limit immediate skin-in-the-game optics; however, equity-heavy director compensation supports alignment over time .
Overall, Balo’s clinical and regulatory pedigree strengthens board domain expertise, but governance signals around committee activity, hedging, repricing authority, and late insider reporting warrant continued monitoring for investor confidence.