Carmen Volkart
About Carmen Volkart
Independent director at Modular Medical, Inc. (MODD) since December 2019; age 64 as of the 2025 proxy record. Background as multi-time CFO and operating executive across medical devices and advanced materials; education includes a B.S. in Accounting (University of North Dakota) and an MBA in Strategic Management (University of Minnesota). Tenure on MODD’s board ~6 years; deemed independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NatureWorks LLC | Chief Financial Officer | Oct 2018 – Sep 2023 | Led finance at advanced materials company |
| NxThera, Inc. | Chief Financial Officer; SVP Commercialization (portion) | Oct 2012 – Jul 2018 | Commercialization leadership in endourology device; CFO |
| Tornier N.V. | Global Chief Financial Officer | 2010 – 2012 | Global finance leadership in orthopedics |
| Spine Wave, Inc. | Chief Operating & Financial Officer; Corporate Secretary; Compliance Officer; Treasurer | 2006 – 2010 | Broad operating, finance, and governance remit |
| American Medical Systems; Medtronic; Honeywell | Executive & financial roles | Pre-2006 | Various finance/executive positions |
External Roles
| Company | Role | Tenure | Governance Notes |
|---|---|---|---|
| Tactile Systems Technology, Inc. (NASDAQ) | Director | Since Jan 2023 | Public company board service in medical technology |
| Antares Pharma, Inc. (NASDAQ; acquired May 2022) | Director; Audit Committee member | Oct 2021 – May 2022 | Audit committee experience; company acquired in 2022 |
Board Governance
- Committees: Audit Committee member; Compensation Committee member. Not a chair (Audit Chair: Steven Felsher; Compensation Chair: Duane DeSisto; Nominating & Governance Chair: Philip Sheibley) .
- Independence: Board determined Volkart is independent; MODD’s three standing committees comprised solely of independent directors .
- Attendance: Fiscal 2024 Board met twice; each director attended at least 75% of Board and committee meetings; Audit met four times; Compensation held no meetings; Nominating & Governance met once .
- Board leadership/risk oversight: Chairman role held by Paul DiPerna (separate from CEO since Aug 2021); independent directors coordinate governance and agendas; committees oversee audit, compensation, and governance/risk processes .
Fixed Compensation
- MODD Outside Director Compensation Plan: Annual Board retainer $25,000; $5,000 for each committee chair (paid quarterly; directors elect cash, options, or shares); annual service equity award of $100,000 paid quarterly via options or shares; initial appointment equity awards vest over three years. All awards issued from the 2017 Plan; a minimum price of $10.00 per share is used to calculate counts for options/share awards, though fair value is measured at market close .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | — | — |
| Stock awards ($) | 11,119 | 3,658 |
| Option awards ($) | 84,135 | 36,312 |
| Total ($) | 95,254 | 39,970 |
Notes:
- No meeting fees disclosed; committee chair fees not applicable to Volkart (not a chair) .
- Director Plan mechanics (retainer and equity) per policy, not necessarily equal to reported grant-date fair values under ASC 718 .
Performance Compensation
- Director equity awards are service-based (time vesting) under the Director Plan; no director-specific performance metrics disclosed. The 2017 Plan permits performance units/shares but such measures are not reported for directors .
| Equity Award Mechanics (Director Plan) | Terms |
|---|---|
| Annual service equity award value | $100,000, paid quarterly in options or shares (director election) |
| Payment instrument | Cash, options, or shares for retainers; options or shares for service equity |
| Minimum price for award share count | $10.00 per share used to calculate number of shares/options |
| Initial appointment award | Equity award under 2017 Plan; vests over three years |
| Award source | Amended & Restated 2017 Equity Incentive Plan |
Other Directorships & Interlocks
- Public boards: Tactile Systems Technology (current), Antares Pharma (prior). No disclosed interlocks with MODD’s competitors/suppliers/customers beyond prior audit committee at Antares; no related-party exposure for Volkart noted .
Expertise & Qualifications
- Finance leadership (CFO) across medtech and materials; commercialization expertise (NxThera); audit committee experience; accounting and strategic management academic credentials .
Equity Ownership
| As of Record Date | Shares Beneficially Owned (excl. awards/warrants) | Shares Issuable on Exercise of Awards/Warrants within 60 days | Percent of Class |
|---|---|---|---|
| Jan 17, 2025 (40,665,220 shares outstanding) | 11,460 | 173,058 | <1% |
Additional data:
- Outstanding options held (directors as of Mar 31, 2024): Volkart 150,558 options .
- Hedging/short sales: Officers and directors prohibited from short sales; pledging not disclosed .
- Ownership guidelines: Not disclosed in proxy .
Governance Assessment
- Strengths: Independent status; dual committee membership; audit committee experience at external public companies; consistent attendance; alignment via equity awards .
- Watch items:
- Section 16(a) compliance: Volkart failed to timely file a Form 4 for a director option award in fiscal 2023; fiscal 2024 filings were compliant (improved) .
- Compensation Committee activity: No meetings held in fiscal 2024, which may signal limited formal oversight during a period of going concern and dilution risk .
- Board leadership: No lead independent director disclosed; chairman is a senior executive (President/CFO), requiring robust independent committee oversight to mitigate potential influence .
- Capital/dilution context: Company disclosed substantial doubt about going concern and sought increases to equity plan share pool; ongoing dilution risk may affect alignment optics of director equity grants .
RED FLAGS
- Section 16(a) delinquency in fiscal 2023 (Form 4 timing) .
- Compensation Committee held no meetings in fiscal 2024, despite equity plan amendments and going concern disclosures .
- No lead independent director; chairman is an executive (potential concentration of influence) .
Related-Party Exposure
- No Volkart-specific related-party transactions disclosed; broader related-party items include Manchester Explorer participation in offerings and DiPerna family employment/royalty agreements (not attributable to Volkart) .
Compensation Committee Analysis (context)
- Committee comprised of independent directors (Chair: DeSisto; Member: Volkart). Independent consultant (SDHRC) engaged in fiscal 2024 for executive cash compensation benchmarking; recommended salary increases for executives. Committee held no meetings in fiscal 2024 .
Attendance & Engagement
- Fiscal 2024: Board met twice; at least 75% attendance by each director and committees of membership. Committee meetings: Audit (4), N&G (1), Compensation (0) .
Say-on-pay & Shareholder Feedback
- Not disclosed in proxy materials reviewed.
Employment & Contracts
- Volkart serves as independent director; no employment contract with MODD disclosed .
Performance & Track Record
- Notable CFO/operating roles and audit committee work at public companies; no controversies or legal proceedings disclosed for Volkart .