Erin Carter
About Erin Carter
Erin Carter, 55, is an independent director at Glucotrack, Inc. (GCTK) since August 25, 2023, and serves as Chair of the Audit Committee; the Board has designated her an “audit committee financial expert.” She brings ~30 years of executive finance experience in medical devices and currently serves as CFO for Mayo Collaborative Services at Mayo Clinic (since July 2024). She previously held senior finance roles at Medtronic (CFO/Vice President, Neuroscience division), Boston Scientific, UnitedHealth Group, and Arterial Vascular Engineering; she holds a B.S. in Business Administration from Cal Poly and is a CPA (inactive) in California .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medtronic | CFO & VP Finance, Neuroscience division (~$9B revenue) | 2012–Mar 2023 | Grew GI Solutions from $36M to $450M in 5 years via organic growth and acquisitions |
| Boston Scientific | Director of Finance | Not disclosed | Finance leadership (dates not disclosed) |
| UnitedHealth Group | VP, Accounting & Reporting | Not disclosed | Corporate reporting leadership (dates not disclosed) |
| Arterial Vascular Engineering | Assistant Controller | Not disclosed | Scaled company from 200 to >4,000 employees, integrated two acquisitions, sale to Medtronic |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mayo Collaborative Services (Mayo Clinic) | Chief Financial Officer | Jul 2024–present | Facilitates access to Mayo diagnostic services; >$1B revenue |
| Public company boards | — | — | Carter currently serves on 0 other public boards |
Board Governance
- Independence: The Board determined Carter is independent under Nasdaq and SEC rules .
- Committee roles: Audit Committee Chair; committee members alongside Carter were Dr. Robert Fischell and Luis Malavé .
- Audit committee meetings: The audit committee held four meetings in 2024 .
- Board attendance: The Board held eight meetings in 2024; each incumbent director except Dr. Fischell attended ≥75% of Board and committee meetings during their service period (implies Carter met or exceeded 75%) .
- Executive sessions: Independent directors hold separate executive sessions at least twice per year, with a designated independent director presiding .
Fixed Compensation
| Year | Cash Retainer ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 45,000 | 55,000 | — | 100,000 |
- Director compensation program: non-employee directors receive cash and stock; meeting fees and committee chair fees are not broken out in the proxy; directors who are employees do not receive additional compensation for Board service .
Performance Compensation
| Component | Terms | Metric Linkage |
|---|---|---|
| Equity awards to directors | Stock grants awarded; vesting terms not itemized for directors in 2024 table | No performance-based metrics disclosed for director equity (awards presented as fixed-value grants) |
| Equity plan framework | 2024 Equity Incentive Plan allows stock options, RSUs, other stock-based awards; default vesting over three years (1/3 at year 1, then monthly) | Plan authorizes repricing and exchange of awards without shareholder approval (governance risk) |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| — | — | — | Carter currently serves on no other public company boards; no disclosed interlocks with competitors/customers |
Expertise & Qualifications
- Audit and finance expertise; designated “audit committee financial expert” under Item 407(d)(5)(ii) of Regulation S-K .
- Deep medtech operating finance background; scaled divisional P&L and drove acquisitive growth (GI Solutions $36M → $450M over five years at Medtronic) .
- Current healthcare diagnostics CFO role (Mayo Collaborative Services) aligning with GCTK’s health device domain .
- Education and credentials: B.S. Business Administration (Cal Poly); CPA (inactive, CA) .
Equity Ownership
| Snapshot Date | Total Beneficial Ownership (shares) | % of Common Stock | Breakdown |
|---|---|---|---|
| Apr 21, 2025 | 47,710 | * (less than 1%) | 43,736 shares held directly; 2,078 warrants currently exercisable; 1,896 unissued shares earned from Board service (issuable within 60 days) |
| Sep 23, 2025 | 1,148 | * (less than 1%) | 730 shares held directly; 418 unissued shares earned from Board service (issuable within 60 days) |
Notes: The large change in share count reflects corporate actions and capital changes between the two proxy dates; outstanding shares fell from 25,585,853 (Apr 21, 2025) to 899,410 (Sep 23, 2025), materially altering reported beneficial amounts and percentages .
Insider Trades and Section 16 Compliance
| Event | Transaction Date | Description | Filing Status |
|---|---|---|---|
| Acquisition of Common Stock | Dec 31, 2023 | Director stock acquisition | Form 4 not filed timely; subsequently reported Mar 28, 2025 |
| Acquisition of Common Stock | Apr 8, 2024 | Director stock acquisition | Form 4 not filed timely; subsequently reported Mar 28, 2025 |
| Purchase of Convertible Note | Jul 18, 2024 | Participation in director/officer convertible notes | Form 4 not filed timely; subsequently reported Mar 28, 2025 |
| Note Conversion | Nov 14, 2024 | Convertible note converted in connection with November 2024 offering | Form 4 not filed timely; subsequently reported Mar 28, 2025 |
| Acquisition of Series A & Series B Warrants | Nov 14, 2024 | Warrants received with offering | Form 4 not filed timely; subsequently reported Mar 28, 2025 |
Context: July 18, 2024 notes automatically converted at $31.20 in the November 2024 offering, issuing 9,760 shares plus accompanying warrants across three notes; these were notes held by certain officers and directors (aggregate disclosure) .
Related-Party Transactions and Policies
- The July 18, 2024 director/officer convertible notes automatically converted in the November 2024 offering at the floor price ($31.20), issuing equity and warrants on the offering’s terms (aggregate disclosure across three notes) .
- The audit committee is responsible for reviewing and approving related-party transactions; material transactions with related persons must be reviewed and approved in writing by the Board; all related-party transactions in the last fiscal year were approved per policy .
Governance Assessment
- Positive signals:
- Independence and audit chair role with “audit committee financial expert” designation support board effectiveness in financial oversight .
- Strong domain finance experience across medtech and current healthcare diagnostics CFO role enhances audit and risk oversight capabilities .
- Audit committee met four times in 2024; Board held eight meetings; Carter met ≥75% attendance threshold, indicating engagement .
- Alignment:
- 2024 director compensation mix balanced cash ($45k) and stock ($55k), creating some equity exposure; beneficial ownership includes directly held shares and earned shares for Board service .
- RED FLAGS / risk indicators:
- Multiple late Section 16 filings (Form 4s) for Carter across 2023–2024 transactions (stock acquisitions, note purchase/convert, warrant receipts); subsequently corrected on Mar 28, 2025 (compliance lapse) .
- Company’s 2024 Equity Plan permits repricing/exchange of equity awards without shareholder approval (shareholder-unfriendly provision) .
- Hedging transactions are not prohibited under the Company’s insider trading policy (potential misalignment risk if used), and one director had a 10b5-1 plan in effect as of the record date (not identified by name) .
- Ongoing capital structure volatility (reverse split authority up to 1:100; subsequent share count changes) complicates ownership alignment optics for directors and investors .
- Overall view:
- Carter’s audit leadership and healthcare finance pedigree are positives for GCTK’s board oversight; however, late Section 16 reporting and permissive equity plan repricing weaken governance optics. Investors should monitor ongoing related-party financings for fairness, ensure timely insider reporting, and advocate for adoption of anti-hedging policies and tighter equity plan governance .