Victoria Carr-Brendel
About Victoria Carr‑Brendel
Victoria E. Carr‑Brendel, Ph.D., age 60, was elected as an independent director of Glucotrack (GCTK) at the May 22, 2025 annual meeting; the Board has determined she meets Nasdaq independence standards . She brings 30+ years in medical devices with operating roles spanning R&D through P&L leadership, holds 40+ patents, and earned a B.A. (Monmouth College), M.S. in Microbiology (Iowa State), and Ph.D. in Microbiology & Immunology (University of Illinois Chicago) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sonova Group (Cochlear Implants) | Group Vice President | Dec 2018 – Jul 2024 | Doubled division revenue in 5 years; gained market share via international expansion and product launches |
| JenaValve Technology, Inc. | Chief Executive Officer | Not disclosed | Led transcatheter aortic valve repair device company |
| Boston Scientific | Various leadership roles | 2004 – 2015 | Oversaw acquisition of Bayer’s interventional radiology division (2014) |
| Dexcom | R&D leader | ~4 years | Developed G1 and G2 continuous glucose sensors |
| Baxter Healthcare | Scientist (R&D) | Not disclosed | Artificial pancreas research |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vicarious Surgical Inc. (NYSE: RBOT) | Director | Since Jan 2023 | Member, Audit and Compensation Committees |
| Glucotrack (GCTK) | Director | Elected May 22, 2025 | Board has determined independence; committee assignments to be set post‑election |
Board Governance
- Independence: The Board determined Dr. Carr‑Brendel is independent under Nasdaq and SEC rules .
- Election and tenure: Elected at the 2025 Annual Meeting (May 22, 2025) .
- Committee assignments at GCTK: The Board indicated committee memberships for the 2025 term would be appointed after the Annual Meeting (no specific assignment for Dr. Carr‑Brendel disclosed as of the proxy) .
- Executive sessions: Independent directors hold separate executive sessions at least twice per year .
- 2024 activity baseline (preceding her election): Board held 8 meetings; all incumbents except Dr. Fischell attended ≥75% of Board/committee meetings during their service periods .
- Pre‑election committee chairs/members (context): Audit—Chair Erin Carter; Compensation—Chair Luis Malavé; Nominating & Corporate Governance—Chair Allen Danzig .
Fixed Compensation
- Director compensation framework: Non‑employee directors receive a mix of cash retainers and share grants; reasonable expenses are reimbursed. Employees receive no additional pay for Board service .
- Note: Dr. Carr‑Brendel was not a director in FY2024; the table below provides FY2024 context for GCTK non‑employee directors.
| Name (FY2024) | Fees Earned or Paid in Cash | Stock Awards ($) | Option Awards ($) | All Other Comp ($) | Total |
|---|---|---|---|---|---|
| Allen Danzig | $70,000 | $30,000 | — | — | $100,000 |
| Luis Malavé | $64,750 | $55,250 | — | — | $120,000 |
| Dr. Robert Fischell | $70,000 | $30,000 | — | — | $100,000 |
| Erin Carter | $45,000 | $55,000 | — | — | $100,000 |
| John Ballantyne | — | $34,783 | — | — | $34,783 |
| Andrew Balo | — | $53,022 | — | — | $53,022 |
| Shimon Rapps (resigned 7/29/2024) | $43,333 | $15,000 | — | — | $58,333 |
| Andrew Sycoff (resigned 7/29/2024) | — | $58,333 | — | — | $58,333 |
Performance Compensation
- Options: No option awards to non‑employee directors were reported for FY2024 .
- Performance‑based metrics for director pay: Not disclosed in the proxy.
| Performance Element | FY2024 Director Disclosure |
|---|---|
| Performance‑vested equity for directors | Not disclosed |
| Option repricing/modification for directors | Not disclosed; no options reported for directors in FY2024 |
| Director bonus/performance cash component | Not disclosed |
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| Vicarious Surgical Inc. (RBOT) | Director | Audit; Compensation | Current public company board; 1 “other public board” for Dr. Carr‑Brendel noted in GCTK proxy |
Expertise & Qualifications
- 30+ years in MedTech spanning R&D, product development, commercialization, BD, and IP portfolio management; 40+ patents .
- Diabetes technology experience (Dexcom sensors G1/G2) and implantable device leadership (Sonova cochlear implants; JenaValve) .
- Academic credentials: B.A. (Monmouth), M.S. Microbiology (Iowa State), Ph.D. Microbiology & Immunology (UIC) .
- External governance experience on Audit and Compensation Committees at RBOT .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition/Notes |
|---|---|---|---|
| Victoria Carr‑Brendel | 167 | <1% | Includes 167 unissued shares earned in connection with Board service and issuable within 60 days of Sept 23, 2025 |
Compensation Committee Analysis (Board context)
- Composition (pre‑election 2025 proxy): Chair Luis Malavé; members Allen Danzig and Dr. Robert Fischell; all independent and non‑employee directors .
- Activity: Compensation Committee held no meetings in 2024 (governance concern) .
- Authority: May retain independent compensation advisors; administers 2024 Equity Incentive Plan .
- Interlocks/Insider Participation: None disclosed; no cross‑board executive interlocks reported .
- Post‑election: Committee memberships for 2025 term to be appointed after Annual Meeting (not yet disclosed for Dr. Carr‑Brendel in the proxy) .
Related‑Party Transactions (Conflict Review)
- Consulting arrangement: On April 14, 2025, Dr. Carr‑Brendel, through VCarrbrendel, LLC, entered a one‑year consulting agreement with GCTK to assist with business development at $3,000 per month .
- Oversight: Audit Committee is responsible for prior review/approval of related‑party transactions; most significant transactions involving directors require written advance Board approval; policy emphasizes arm’s‑length treatment .
Governance Assessment
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Strengths
- Independent director with deep implantable device and diabetes‑adjacent domain expertise; prior scaling success (Sonova CI revenue doubled over 5 years) supports commercialization oversight .
- External committee experience (Audit and Compensation at RBOT) relevant to GCTK board effectiveness .
- Board holds independent executive sessions at least twice annually; Audit Committee met four times in 2024, indicating active financial oversight .
-
Risks and RED FLAGS
- RED FLAG: Active consulting agreement between her LLC and GCTK (business development; $3,000/month) presents a related‑party relationship concurrent with her nomination/election; requires strict adherence to recusal and Audit Committee oversight to preserve independence optics .
- RED FLAG: Compensation Committee held no meetings in 2024; Nominating & Corporate Governance Committee held no meetings in 2024—potential signal of weak committee cadence and oversight; improvements should be monitored post‑2025 refresh .
- Low equity ownership (<1%; 167 shares) limits alignment; consider progress toward any ownership guidelines if adopted (not disclosed) .
- Committee assignments post‑election not disclosed at proxy time; clarity on her committee roles will affect assessment of her direct impact .
Investor take: Dr. Carr‑Brendel adds highly relevant operating expertise and external committee experience. However, the concurrent consulting arrangement is a visible independence risk that will require clear recusals and robust related‑party governance to avoid undermining investor confidence, alongside improved cadence of key Board committees .