Paul Goode
About Paul Goode
Paul V. Goode, PhD, age 57, is Chief Executive Officer (since November 2021) and a director (since 2024) of Glucotrack (GCTK). He holds BS, MS, and PhD degrees from North Carolina State University . During his tenure, GCTK executed first‑in‑human acute study with positive safety/performance, advanced a long‑term implantable CBGM toward chronic human studies, and obtained ISO 13485 certification; the company also pursued FDA/IDE and ex‑US regulatory paths . Company performance context: cumulative TSR on a $100 base was $141 (2022), $26.20 (2023), and $37.30 (2024), while net losses were $(4,412)k, $(7,096)k, and $(22,579)k respectively .
Board service and governance: Goode is an inside director (not independent). The Board has audit, compensation, and nominating/governance committees composed of independent directors, holds executive sessions led by a designated independent director, and has no fixed policy to separate Chair/CEO; Luis J. Malavé is Board Chair . As an employee‑director, Goode receives no additional director pay .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Orchestra BioMed | Vice President, Product Development | — | Oversaw development of an implantable cardiac stimulator system for hypertension . |
| EndoStim | SVP R&D; CTO; Interim CEO | 2010–Jul 2019 | Led R&D and executive functions for implantable neuromodulation in GI indications . |
| Metacure | Vice President, R&D | 2006–2010 | Led R&D for diabetes‑related devices . |
| Impulse Dynamics | Director of Engineering | 2004–2006 | Engineering leadership for cardiac device development . |
| Dexcom; MiniMed (now Medtronic Diabetes) | Engineering roles | — | Early career roles in CGM/diabetes device engineering . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Unspecified public company | Director | Current | Proxy indicates Goode serves on one other public company board; name not specified . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 356,237 (incl. $225,000 salary and $258,243 options; see SCT total) | 350,000 |
| Target Bonus (% of Base) | Up to 20% (per employment agreement) | Up to 20% |
| Actual Bonus Paid ($) | — | — |
| Perquisites/Deferred Comp/Pension | Not disclosed | Not disclosed |
Notes:
- Employment agreement (effective Nov 1, 2021) initially set base salary at $175,000 with up to 20% bonus and an option grant equal to 1.5% of fully diluted common stock as of the effective date, vesting monthly over 3 years .
Performance Compensation
Option Awards
| Grant/Instrument | Strike | Vesting | Expiration | Status/Outstanding |
|---|---|---|---|---|
| Stock options (1.5% FD at grant) | $49.00 | Monthly over 36 months from 11/1/2021 | 10/31/2031 | 3,277 options exercisable, 0 unexercisable as of 12/31/2024 |
IP Purchase Agreement (Equity for IP transfer)
| Milestone/Trigger | Shares | Dates/Status |
|---|---|---|
| Initial issuance under IP Purchase Agreement | 1,000 | Earned 12/29/2023; issued 2/6/2024 |
| Milestones 1 and 3 achieved | 1,500 | Earned 5/1/2024 |
| Milestone 3 (board determination) | 2,500 | Determined 3/25/2025; issued 4/4/2025 |
| True‑Up feature | Up to 1.5% of outstanding at final issuance | If 10,000 shares <1.5% of outstanding, additional “True‑Up Shares” to reach 1.5% |
Warrant Holdings and Public Offering Warrants (company‑wide terms)
| Instrument | Key Terms | Notes |
|---|---|---|
| Series A Common Warrants | Exercise price $5.60; expire 1/3/2030; beneficial ownership cap 4.99%/9.99%; customary anti‑dilution within floor; exercisable; cashless if no registration | |
| Series B Common Warrants | Exercise price $5.60; expire 7/3/2027; “alternative cashless exercise” allows 3.0x gross‑up of shares in cashless mode; similar caps/adjustments | |
| Goode Form 4 compliance note | Missed filings later remedied; included July 1, 2024 warrant purchase and Nov 14, 2024 acquisition of Series A/B warrants |
Equity Ownership & Alignment
| Ownership Breakdown | Apr 21, 2025 | Sep 23, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 27,662; “<1%” | 394; “<1%” |
| Directly Held | 18,989 | 297 |
| Options (exercisable) | 3,277 | 55 |
| Warrants (exercisable) | 2,896 | — |
| IP Shares earned but unissued (within 60 days) | 2,500 | 42 |
| Source |
Additional alignment policies and practices:
- No formal stock ownership guidelines for executives; the Compensation Committee views existing holdings as sufficient for alignment .
- Insider Trading Policy in place; 10b5‑1 trading plans permitted; as of the record date, one director had a plan in effect (identity not specified) .
- No anti‑hedging policy; hedging transactions are not prohibited (red flag for alignment) .
Employment Terms
| Term | Detail |
|---|---|
| Start date and role | Appointed President/COO effective Nov 1, 2021; currently CEO |
| Base salary and bonus | Initial base $175,000; up to 20% annual bonus; Board subsequently paid $350,000 in 2024 |
| Equity at hire | Options to purchase 1.5% of fully diluted shares as of 11/1/2021; $49.00 strike; 36‑month monthly vesting |
| Severance | Upon any termination: earned base salary through termination, pro‑rated bonus (if any), accrued vacation, expense reimbursement; no stated cash severance multiple |
| Clawback | Bonus/equity subject to clawback upon financial misstatement affecting metrics (pro‑rata) |
| Change‑of‑Control (plan‑level) | 2024 Equity Plan allows, at administrator’s discretion, accelerated vesting (performance deemed at target) and limited exercise window; if successor refuses to assume/substitute, full vesting and lapse of restrictions applies |
| Repricing risk | 2024 Equity Plan permits option/warrant repricing or cash exchange without shareholder approval (red flag) |
| Non‑compete / Non‑solicit / Garden leave | Not disclosed |
| 10b5‑1 and pledging | 10b5‑1 plans permitted; pledging not addressed; hedging allowed |
Board Service, Committees, and Dual‑Role Implications
- Board service: Director since 2024; employee‑director; not independent .
- Committees: Audit (Carter–chair; Malavé; Fischell), Compensation (Malavé–chair; Danzig; Fischell), Nominating/Governance (Danzig–chair; Fischell; Malavé). Goode is not listed on committees .
- Governance structure: No fixed policy on separating Chair/CEO; independent director presides over executive sessions; Board Chair is independent (Malavé). Dual‑role concerns are mitigated by majority independent board and committee structures, but CEO presence on the Board reduces independence of one seat .
Performance Compensation – Detail Table
| Instrument | Metric/Trigger | Target/Terms | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Cash Bonus | Discretionary | Up to 20% of base salary | No bonus paid in 2024 disclosed | N/A |
| Stock Options | Service/retention | 1.5% FD at grant; $49 strike | 3,277 options exercisable by 12/31/2024 | Monthly over 36 months from 11/1/2021 |
| IP Equity Milestones | Milestone‑based | Up to 10,000 shares; True‑Up to 1.5% of outstanding | 1,000 (issued 2/6/2024), 1,500 (earned 5/1/2024), 2,500 (issued 4/4/2025) | As milestones met; shares restricted/lock‑up per agreement |
| Public Offering Warrants | Market conditions | Series A/B at $5.60 exercise; alternative cashless (B) 3.0x | Goode acquired warrants in 2024 events; filings later remedied | Standard warrant exercisability/caps |
Additional Disclosures and Risk Indicators
- Nasdaq compliance and capital structure: Company underwent reverse splits and financings to address bid price and stockholders’ equity deficiencies; under a one‑year Discretionary Panel Monitor from November 19, 2024 . Reverse split authority up to 1:100 was sought/approved in 2025 .
- Internal controls: Material weaknesses identified as of 12/31/2024 (insufficient accounting personnel, segregation of duties, and IT general controls) .
- Going concern: Auditor’s report expresses substantial doubt about the company’s ability to continue as a going concern .
- Section 16 compliance: Multiple late Form 3/4 filings in 2021–2025 across officers/directors, including several for Goode; subsequently filed in March 2025 .
- Hedging policy: Hedging not prohibited; potential misalignment with shareholder interests .
Investment Implications
- Pay‑for‑performance alignment: 2024 compensation is largely fixed cash with no disclosed annual bonus payout and previously granted options (now substantially vested). The equity plan allows for option repricing without shareholder approval and there are no executive stock ownership guidelines, while hedging is allowed—factors that may weaken alignment with long‑term TSR (which declined from 2022 to 2023 before partially recovering in 2024) .
- Retention and turnover risk: No contractual cash severance multiple; change‑of‑control acceleration relies on plan‑level discretion/successor assumption. Given the limited severance economics, retention depends on future equity grants and company outlook .
- Trading/flow‑through dynamics: Goode’s 2024–2025 involvement in warrants and convertible note transactions (with late but cured Section 16 reporting) and the company’s broader use of exchangeable instruments imply potential episodic supply/volatility around exercises or exchanges; Series B warrants include an “alternative cashless exercise” at 3.0x that can amplify share issuance (subject to caps/floors) .
- Execution risk vs. milestones: Operationally, first‑in‑human acute results and ISO 13485 certification are positives, but material weaknesses in internal controls, going‑concern language, and ongoing Nasdaq compliance pressures heighten execution and financing risks as the CBGM advances into longer‑term trials .