Luis Malavé
About Luis Malavé
Luis Malavé is an independent director of GlucoTrack, Inc. (GCTK) serving since June 22, 2021; he brings 30+ years of MedTech leadership with a focus on diabetes devices and has held senior roles spanning product development, operations, marketing, and FDA regulatory strategy . He earned a BS in Mathematics & Computer Science (University of Minnesota), an MS in Software Engineering (University of St. Thomas), and an MBA (University of Maryland) . As of March 2024, his age was disclosed as 61; in 2023 it was 60 . He previously served as Chairman of the Board (disclosed in the 2024 proxy) and is currently deemed independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Insulet Corp. | SVP of R&D & Engineering; COO | Nearly a decade (prior to Palyon; years not specified) | Senior leadership in diabetes insulin pump devices |
| Palyon Medical | President & CEO | Prior to Mikroscan tenure; dates not specified | Led implantable drug‑delivery system spun out of Fresenius SE |
| Mikroscan Technologies | COO | Oct 2014–Jun 2016 | Operational leadership |
| Medtronic / MiniMed | Various senior product development roles | Dates not specified | Device product development across diabetes portfolio |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| EOFLOW Co., Ltd. (Korea Exchange listed) | President | Since Oct 2017 | Developer of wearable disposable insulin pump; public company executive role |
Board Governance
- Independence: The Board determined Malavé qualifies as an independent director under Nasdaq and SEC rules .
- Committees: Chair, Compensation Committee; Member, Audit Committee; Member, Nominating & Corporate Governance Committee .
- Committee activity: Audit Committee met four times in 2024; Compensation Committee held no meetings in 2024; Nominating & Corporate Governance Committee did not meet in 2024 .
- Attendance: In 2024, the Board held eight meetings; each incumbent director except Dr. Fischell attended 75% or more of Board and applicable committee meetings (indicates Malavé met ≥75%) . In 2023, the Board met four times; all directors attended Board meetings for the period served .
- Leadership: The 2024 proxy disclosed Malavé as Chairman of the Board; independent directors hold executive sessions at least twice yearly .
Fixed Compensation
Director compensation mix for Malavé (fees + equity), annually:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees earned or paid in cash ($) | 39,375 | 54,238 | 64,750 |
| Stock awards ($) | 30,625 | 15,762 | 55,250 |
| Options awards ($) | — | — | — |
| Total ($) | 70,000 | 70,000 | 120,000 |
Director compensation policy: non‑employee directors are compensated in cash and shares; reasonable expenses reimbursed; may receive equity awards; employee‑directors receive no additional pay for board service .
Performance Compensation
| Metric (2024 Equity Incentive Plan) | Value/Terms |
|---|---|
| Non‑employee director award cap (first year) | $750,000 max (cash + equity grant‑date fair value) |
| Non‑employee director award cap (subsequent years) | $500,000 max per calendar year |
| Default vesting for awards | 3 years: 1/3 on first anniversary, remainder vests monthly thereafter unless otherwise specified |
| Annual plan share increase | On Jan 1 each year through 2034: lesser of 1% of prior year outstanding shares or Board‑determined amount |
Compensation committee has authority to retain compensation consultants, legal counsel, and other advisors; independence factors must be considered . In 2023, the company disclosed it had not retained compensation consultants for executive or director pay determinations .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Overlap |
|---|---|---|---|
| None disclosed (public company boards) | — | — | — |
No other current public company directorships for Malavé are disclosed in GCTK proxies; his external role is as President of EOFLOW (KRX) .
Expertise & Qualifications
- 30+ years in diabetes device development and operations, including senior roles at Insulet, Medtronic, and MiniMed .
- Executive leadership in implantable and wearable drug‑delivery systems; strategic partnerships and FDA regulatory expertise .
- Technical education and MBA, aligning with device engineering and corporate governance demands .
Equity Ownership
Beneficial ownership snapshots for Malavé:
| As-of Date | Shares Beneficially Owned | Percent of Common Stock | Notable components |
|---|---|---|---|
| Feb 17, 2023 | 15,023 | * (<1%) | — |
| Aug 19, 2024 | 22,437 | * (<1%) | — |
| Dec 4, 2024 | 22,437 | * (<1%) | — |
| Apr 21, 2025 | 150,502 | * (<1%) | Includes 6,886 warrants currently exercisable; 2,076 unissued shares earned from Board service issuable within 60 days; 141,540 shares held directly |
“*” indicates less than 1% ownership .
Insider Trades and Section 16 Compliance
Late/omitted SEC beneficial ownership filings involving Malavé (subsequently reported on Mar 28, 2025):
| Transaction Date | Type | Timely Filed? | Reported on |
|---|---|---|---|
| Aug 31, 2021 | Acquisition of Common Stock | No | Mar 28, 2025 |
| Dec 31, 2021 | Acquisition of Common Stock | No | Mar 28, 2025 |
| Mar 31, 2022 | Acquisition of Common Stock | No | Mar 28, 2025 |
| Jun 30, 2022 | Acquisition of Common Stock | No | Mar 28, 2025 |
| Oct 4, 2022 | Acquisition of Common Stock | No | Mar 28, 2025 |
| Jan 9, 2023 | Acquisition of Common Stock | No | Mar 28, 2025 |
| Aug 20, 2023 | Acquisition of Common Stock | No | Mar 28, 2025 |
| Dec 31, 2024 | Acquisition of Common Stock | No | Mar 28, 2025 |
| Apr 8, 2024 | Acquisition of Common Stock | No | Mar 28, 2025 |
| Jul 18, 2024 | Purchase of Convertible Promissory Note | No | Mar 28, 2025 |
| Nov 14, 2024 | Conversion of Promissory Note | No | Mar 28, 2025 |
| Nov 14, 2024 | Acquisition of Series A & B Common Warrants | No | Mar 28, 2025 |
A Form 3 for Malavé (due June 22, 2021) was filed late on March 28, 2025 .
Governance Assessment
- Committee chairmanship and breadth: Malavé chairs Compensation and serves on Audit and Nominating, indicating central involvement in pay policies, financial oversight, and director selection .
- Independence and engagement: Board and committee independence affirmed; attendance met ≥75% in 2024, but committee activity was low (no meetings for Compensation or Nominating in 2024), which can signal limited formal oversight cadence despite active Audit oversight .
- Pay structure and alignment: Director compensation increased materially in 2024 ($120k vs. $70k in 2022–2023), with a higher equity component, aligning incentives but raising questions on pay escalation relative to small-cap context; plan caps ($500k ongoing) set a high ceiling for non‑employee directors .
- RED FLAGS: Multiple late Section 16 filings (Form 3 and Form 4s) for Malavé covering stock acquisitions, notes, conversions, and warrants, only corrected in March 2025; this is a compliance and governance risk for timely insider reporting .
- Potential conflicts/time commitments: Active presidency at EOFLOW (KRX) in diabetes devices may present time‑commitment considerations; however, the Board expressly concluded independence under Nasdaq standards .
Related‑party transactions: Company has a formal policy requiring Audit Committee/Board pre‑approval for material related‑party transactions; no Malavé‑specific related‑party dealings are disclosed .
Notes on Say‑on‑Pay and Compensation Committee Practices
- The company recommended triennial say‑on‑pay frequency to align with long‑term incentives (2024 proxy) .
- Compensation committee has authority to engage independent advisors (2025 proxy); the 2023 proxy disclosed no compensation consultant engagements at that time .