GlucoTrack Inc
For the period ended Dec 31, 2023. Filed Mar 28, 2024.
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FY2023 · Filed Mar 28, 2024
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Item 11. Executive Compensation
The following table sets forth the compensation paid to our officers for the years ended December 31, 2023 and 2022. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to named executive officers.
| Name and Principal Position · Year · Salary · Equity Awards(1) · All Other Compensation(2) · Total | |||||||
|---|---|---|---|---|---|---|---|
| Paul V Goode | 2023 | $225,000 | $258,243 | $ | - | $356,237 | |
| Chief Executive Officer | 2022 | $200,641 | $318,348 | $21,267 | $485,685 | ||
| James Thrower | 2023 | $230,000 | $34,112 | $ | $264,112 | ||
| Vice President of Engineering | 2022 | $230,000 | $92,892 | $38,470 | $361,362 | ||
| Mark Tapsak, PhD | 2023 | $165,000 | $11,214 | $ | - | $176,214 | |
| Vice President of Technology | 2022 | $41,250 | $5,411 | - | $46,661 | ||
| Jolie Kahn | 2023 | $135,000 | $ | - | $98,500 | $233,500 | |
| Chief Financial Officer | 2022 | $180,000 | $ | - | $ | - | $120,000 |
| (1) | In accordance with SEC rules, the amounts in this column reflect the dollar amounts to be recognized for financial statement reporting purposes with respect to the years ended December 31, 2023 and 2022 in accordance with ASC Topic 718. Fair value is based on the Black-Scholes option pricing model using the market price of the underlying shares at the grant date. The Company recognized $131,237 of stock compensation expense related to Common Stock due to Paul Goode after satisfying the first performance milestone of the Intellectual Property Purchase Agreement signed in October 2022. This milestone was the successful completion of the Feasibility Phase for the Glucotrack CBGM project. |
| (2) | Jolie Kahn received $62,500 as compensation for services during the April 2023 financing and $36,000 severance as part of her separation agreement with the Company. |
Employment and Consulting Agreements
James S Cardwell
On October 11, 2023, in connection with Mr. Cardwell’s appointment as the Company’s Chief Financial Officer, Mr. Cardwell entered into a consulting agreement (the “Cardwell Consulting Agreement”) with the Company. Pursuant to the terms of the Cardwell Consulting Agreement, Mr. Cardwell will perform all duties typically required of a Chief Financial Officer. As compensation for his services, the Company shall pay Mr. Cardwell One Thousand Five Hundred Dollars ($1,500) per month. The Cardwell Consulting Agreement is for a term of one year. Either party may terminate the agreement upon thirty (30) day written notice.
Drinda Benjamin
On July 21, 2023, entered into an employment agreement with Drinda Benjamin as its Vice President of Marketing. Under the terms of the agreement, the Company agrees to pay base salary of $215,000 per annum and subject to annual increases or 3%. The Company also granted 222,016 options to purchase Common Stock at $1.36 per share which vests monthly over three years. Drinda Benjamin is eligible to receive an annual bonus of up to 15% of the base salary, to be paid in cash, as reasonably determined by the Compensation Committee. There was no accrued bonus for 2023.
Outstanding Equity Awards at Fiscal Year-End Table
| Option Awards | ||||
|---|---|---|---|---|
| Name | Number of securities underlying outstanding options (#) exercisable | Number of securities underlying outstanding options (#) unexercisable | Option exercise price ($) | Option expiration date |
| Paul Goode | 227,550 | 100,105 | 5.20 | 10/30/2031 |
| James P. Thrower | 174,864 | 87,414 | 5.20 | 12/01/2031 |
| Mark Tapsak, PhD | 68,895 | 96,434 | 5.20 | 10/10/2032 |
| Drinda Benjamin | 104,856 | 117,160 | 1.36 | 8/21/2033 |
Compensation of Directors
| Name | Fees earned and paid in cash ($) | Fees earned and paid Stock awards ($) | Total ($) |
|---|---|---|---|
| Dr. Robert Fischell | 70,000 | 70,000 | |
| Luis Malave | 54,238 | 15,762 | 70,000 |
| Andrew Sycoff | 52,500 | 17,500 | 70,000 |
| Shimon Rapps | 70,000 | 70,000 | |
| Allen Danzig | 70,000 | 70,000 | |
| Erin Carter | - | 23,333 | 23,333 |
We pay each of our non-employee directors an annual retainer either in cash or stock, at the director’s election, for service on the Board. All retainers are payable in arrears in four equal quarterly installments. The retainers paid to non-employee directors for service on the Board is $70,000 per year in 2023 and there is no additional fee for committee service. Beginning in 2024, compensation to Board members increased to $100,000 and the Chairman increased to $120,000.
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