Carmen Volkart
TACTILE SYSTEMS TECHNOLOGYAbout Carmen Volkart
Independent director of Tactile Systems Technology (TCMD) since 2023; age 64. Volkart serves as Audit Committee Chair and member of the Compensation and Organization Committee, and has been designated the Board’s “audit committee financial expert.” Her background includes CFO roles across medical devices and advanced materials, with notable capital markets and financing execution (e.g., Tornier IPO; $600M NatureWorks financing). Independence per Nasdaq rules is affirmed by the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NatureWorks LLC | Chief Financial Officer | Oct 2018–Sep 2023 | Led successful financing for a $600M capital project; oversight of accounting, finance, IT. |
| NxThera, Inc. | Chief Financial Officer; Senior VP, Commercialization (part of tenure) | Oct 2012–Jul 2018 | CFO responsibilities with commercialization leadership in medical devices. |
| Tornier N.V. | Global Chief Financial Officer | Jun 2010–Jul 2012 | Led Tornier through a successful IPO in 2011. |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Modular Medical, Inc. (NASDAQ: MODD) | Director | Current | Medical device board service. |
| Antares Pharma, Inc. | Director | Prior | Prior public board role. |
| Sonosite, Inc. | Director | Prior | Prior public board role. |
| Memry Corporation | Director | Prior | Prior public board role. |
Board Governance
- Committee assignments: Audit Committee (Chair); Compensation and Organization Committee (member). Audit Committee met 7 times in 2024; Compensation Committee met 6 times.
- Audit Committee responsibilities: oversees financial reporting, internal controls, legal/regulatory compliance, cybersecurity/IT/data security risks, auditor oversight, complaint procedures. Volkart is the Board’s designated Audit Committee financial expert.
- Independence: All directors except the CEO (Dodd) and former CEO (Reuvers) are independent under Nasdaq rules; the Board has an independent Chair.
- Attendance/engagement: Board held 6 meetings in 2024; each director then in office attended at least 75% of aggregate Board and committee meetings; independent directors hold regular executive sessions; all continuing directors attended the 2024 annual meeting.
- Risk oversight: Board and committees oversee enterprise risks; Audit Committee meets privately with CFO and auditors; Compensation Committee reviews compensation-related risk.
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer (member) | $50,000 | Standard cash retainer for non-employee directors. |
| Audit Committee Chair fee | $20,000 | Annual committee chair retainer. |
| Compensation Committee member fee | $7,500 | Annual committee member retainer. |
| 2024 Director Compensation (Carmen Volkart) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Amount | 77,500 | 144,996 | 222,496 |
| Citation |
- Equity retainer policy: On May 8, 2024, each non-employee director received ~10,469 RSUs valued at ~$145,000; RSUs vest on the earlier of one year from grant or the 2025 annual meeting.
- Directors could elect to receive 10–100% of cash retainers as RSUs (none elected in 2024).
Performance Compensation
| Award Type | Grant Date | # of Shares | Grant-Date Fair Value ($) | Vesting/Performance Terms |
|---|---|---|---|---|
| Annual Director RSUs | May 8, 2024 | 10,469 | 144,996 | Time-based vest: earlier of one year from grant or date of 2025 annual meeting. |
- No performance metrics apply to director RSUs (time-based only).
- Company-wide compensation practices include clawback policies (required and supplemental), prohibition on hedging/pledging, and use of an independent compensation consultant (for executive pay; relevant to Compensation Committee governance).
Other Directorships & Interlocks
- Current public company board: Modular Medical, Inc. (NASDAQ: MODD); prior public boards include Antares Pharma, Sonosite, Memry.
- Compensation Committee interlocks/insider participation: None disclosed for 2024 (includes Volkart).
- Related-party transactions: None >$120,000 involving directors/executives since Jan 1, 2024; policy requires Audit Committee approval for any such transactions.
Expertise & Qualifications
- Financial expertise: Former CFO across multiple companies; designated Audit Committee financial expert by the Board.
- Capital markets/financing execution: Led Tornier IPO (2011) and NatureWorks $600M project financing.
- Industry experience: Medical device and advanced materials; senior leadership in commercialization and finance.
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (Mar 13, 2025) | 21,620 shares; less than 1% of outstanding. |
| RSUs held at 12/31/2024 | 10,469 |
| Stock options held | None |
| Stock ownership guidelines (directors) | Own ≥5× annual Board cash retainer; time-based RSUs count; options/performance awards do not. Compliance required by later of Dec 9, 2026 or 5 years from becoming subject; retain ≥50% of net profit shares until compliant. |
| Hedging/pledging | Prohibited for directors and officers. |
Governance Assessment
- Strengths: Independent director and Audit Committee Chair with deep CFO experience; designated financial expert; robust committee oversight including cybersecurity; independent Board leadership; strong governance policies (clawbacks; no hedging/pledging).
- Alignment: Director compensation skewed toward equity (RSUs ~$145k vs cash fees $77.5k), plus ownership guidelines (≥5× retainer) reinforce alignment; company states directors comply or are progressing toward compliance.
- Shareholder signals: Prior say‑on‑pay support was strong (≈96% approval in 2023), indicating positive investor sentiment toward pay practices overseen in part by the Compensation Committee (of which Volkart is a member).
- Conflicts/Red Flags: No related‑party transactions disclosed; no compensation committee interlocks; prohibition on hedging/pledging mitigates alignment risks. No individual attendance issues disclosed; all directors met ≥75% attendance in 2024.
Overall, Volkart’s profile—independent status, audit chairmanship, financial expert designation, and equity‑heavy director pay under strict ownership/anti‑hedging policies—supports board effectiveness and investor confidence, with no disclosed conflicts or attendance concerns.