Barbara Gutierrez
LogicMarkAbout Barbara Gutierrez
Barbara Gutierrez (age 63) has served as an independent director of LogicMark, Inc. since May 17, 2022. She is a career finance executive who began in public accounting and has led finance operations across public, private equity, and privately held companies, with extensive capital markets transaction experience (IPOs, capital raises, M&A). She is currently the Chief Financial Officer of Modivcare, Inc. (Nasdaq: MODV); previously CFO of InnovAge Holding Corp. (Nasdaq: INNV) from 2017–2023; she is a CPA and Chartered Global Management Accountant, and a magna cum laude graduate of the University of Denver .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Modivcare, Inc. (MODV) | Chief Financial Officer | Current | Senior finance leadership; capital transactions experience |
| InnovAge Holding Corp. (INNV) | Chief Financial Officer | 2017–2023 | Led public company finance; IPO/capital markets exposure |
| Hero Practice Services, LLC | CFO & Chief People Services Officer | Not disclosed | Executive leadership across finance and HR |
| Strad Energy Services (TSX) | Senior leadership; Corporate Secretary | Not disclosed | Corporate secretary responsibilities; TSX governance exposure |
| Jones Knowledge Group; PhyCor; HCA HealthOne | Senior leadership roles | Not disclosed | Operations/finance roles in healthcare and education sectors |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jones International University | Board Member | Not disclosed | Governance role in higher education |
| Camp Fire Girls of Colorado | Board Member; Treasurer | Not disclosed | Non-profit board finance oversight |
| Strad Energy Services (TSX) | Corporate Secretary | Not disclosed | Listed company governance role |
Board Governance
- Independence: The Board affirmatively determined Barbara Gutierrez is an independent director under Nasdaq Rule 5605(a)(2) and Rule 10A-3 (Audit Committee) .
- Committee roles: Audit Committee Chair and “audit committee financial expert”; Member, Corporate Governance & Nomination Committee; Not a member of Compensation Committee .
- Attendance: Board met 6 times in 2024; all incumbent directors other than John Pettitt attended 100%—implies Gutierrez attended 100% of Board meetings . Audit Committee held 4 meetings in 2024 with all members present (100% attendance) . Corporate Governance & Nomination Committee held no meetings in 2024 . Compensation Committee held 1 meeting in 2024 with all members present .
- Lead Independent Director: Chair of the Board and lead independent director is Carine Schneider (role noted at Board leadership section) .
| Committee | Membership | Chair | Meetings in 2024 | Attendance |
|---|---|---|---|---|
| Audit Committee | Barbara Gutierrez; Robert Curtis; John Pettitt | Gutierrez | 4 | 100% (all members present) |
| Compensation Committee | Curtis; Schneider; Pettitt | Curtis | 1 | 100% (all members present) |
| Corporate Governance & Nomination | Pettitt; Curtis; Gutierrez; Schneider | Pettitt | 0 | N/A (no meetings) |
Fixed Compensation
| Year | Cash Fees (USD) | Stock Awards (USD) | All Other Comp (USD) | Total (USD) |
|---|---|---|---|---|
| 2024 | 65,000 | — | 3,206 (travel reimbursement) | 117,932 |
Notes:
- Director fees paid quarterly in cash and stock options; no meeting-fee breakdown disclosed .
Performance Compensation
| Year | Stock Option Awards (USD) | Exercise Price | Grant/Vesting | Performance Metrics |
|---|---|---|---|---|
| 2024 | 49,726 | ≈$11.66 per share (average) | Not disclosed for directors | None disclosed; director comp structure does not specify performance metrics (proxy section lists cash and options only) |
Performance Metrics Table (Director Compensation)
| Metric Category | Metric | Target | Actual | Source/Disclosure |
|---|---|---|---|---|
| Financial | Revenue growth | Not disclosed | Not disclosed | Director compensation section does not specify performance metrics |
| Profitability | EBITDA/Net Income | Not disclosed | Not disclosed | Not disclosed for directors |
| Market | TSR percentile | Not disclosed | Not disclosed | Not disclosed for directors |
| ESG/Other | ESG goals | Not disclosed | Not disclosed | Not disclosed for directors |
Other Directorships & Interlocks
| Company | Role | Public Company Board? | Potential Interlock/Conflict |
|---|---|---|---|
| Modivcare, Inc. (MODV) | CFO | No (executive, not director) | None disclosed with LGMK; no related party transactions reported |
| InnovAge (INNV) | Former CFO | No (executive, not director) | None disclosed |
| Jones International University | Board Member | No | None disclosed |
| Camp Fire Girls of Colorado | Board/Treasurer | No | None disclosed |
- Proxy explicitly notes: other than specified transactions with warrant holders, there were no transactions with directors/officers over SEC thresholds in the past two fiscal years .
Expertise & Qualifications
- Audit committee financial expert designation (Item 407(d)(5) of Regulation S-K) .
- CPA and CGMA credentials; magna cum laude University of Denver graduate .
- 30+ years in executive financial leadership, with IPOs, capital raises, and M&A execution experience across healthcare and other sectors .
Equity Ownership
| Holder | Security | Shares Beneficially Owned | % of Class |
|---|---|---|---|
| Barbara Gutierrez | Common Stock | 3,102,570 | <1% |
Notes:
- Beneficial ownership as of July 9, 2025, includes securities exercisable within 60 days; presentation reflects November 18, 2024 reverse splits .
- Company prohibits hedging transactions by insiders; pledging status not disclosed .
Governance Assessment
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Strengths
- Independent director; chairs Audit Committee; designated financial expert, indicating deep financial oversight capability .
- Strong attendance (100% Board and Audit Committee in 2024), supporting engagement and diligence .
- Audit Committee responsibilities include approving related party transactions and cybersecurity risk oversight; her leadership is central to controls and risk management .
- No legal proceedings or sanctions reported for directors/officers in past 10 years .
- No related-party transactions involving directors/officers above SEC thresholds, reducing conflict risk .
- Company-wide prohibition on hedging aligns incentives with shareholders .
-
Watch items / RED FLAGS
- Corporate Governance & Nomination Committee (where she is a member) did not meet in 2024—potential governance process gap (evaluation, succession, principles) .
- She did not attend the 2024 Annual Meeting of Stockholders (attendance is encouraged; absence may signal limited investor-facing engagement) .
- Director compensation relies on options (no disclosed performance metrics), which can dilute while not directly linking pay to explicit targets; limited transparency on vesting schedules .
-
Compensation Mix Observations
- 2024: Cash fees $65k; option awards $49.7k; other $3.2k—structure emphasizes fixed cash plus equity options; no RSUs/PSUs for directors disclosed .
-
Overall Implication
- As Audit Chair and financial expert with consistent meeting attendance, Gutierrez enhances board effectiveness in financial reporting, auditor independence, and risk oversight. The absence of governance committee activity and non-attendance at the annual meeting are minor flags to monitor; lack of performance-linked director equity and vesting transparency limits pay-for-performance assessment .