Glucotrack, Inc.

The following discussion contains forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. The actual amount and form of compensation and the compensation policies and practices that we adopt in the future may differ materially from currently planned programs as summarized in this discussion.

We are currently considered a “smaller reporting company” within the meaning of the Securities Act for purposes of the SEC’s executive compensation disclosure rules. Accordingly, we are required to provide a Summary Compensation Table, as well as limited narrative disclosures regarding executive compensation for our last two completed fiscal years and an Outstanding Equity Awards at Fiscal Year End Table for our last completed fiscal year. These reporting obligations extend only to “named executive officers.” Individuals we refer to as our “named executive officers” include (i) all individuals serving as our Chief Executive Officer during the fiscal year ended December 31, 2025 and (ii) our two most highly compensated executive officers, as defined in Exchange Act Rule 3b-7, other than our Chief Executive Officer, who were serving as executive officers at the end of the fiscal year ended December 31, 2025, whose salary and bonus for services rendered in all capacities exceeded $100,000 during the fiscal year ended December 31, 2025.

This section discusses material components of the executive compensation programs for the Company’s “named executive officers” who are named in the “Summary Compensation Table” below. In 2025, the Company’s “named executive officers” were Paul V. Goode, the Company’s Chief Executive Officer and Peter C. Wulff, the Company’s Chief Financial Officer. Mr. Wulff was appointed Chief Financial Officer of the Company in January 2025. In 2024, the Company’s “named executive officer” was Paul V. Goode, the Company’s Chief Executive Officer. No other executive officer of the Company received total compensation during the fiscal year ended December 31, 2025 and 2024 in excess of $100,000, and thus disclosure is not required for any other person.

Summary Compensation Table

The following table sets forth total compensation paid to our named executive officers for the years ended December 31, 2025, and 2024.

Narrative to the Summary Compensation Table

Annual Base Salary

We pay our named executive officers a base salary to compensate them for services rendered to our Company. The base salary payable to our named executive officers is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities.

Annual Bonus

For 2025, our named executive officers earned a cash bonus under the Company’s annual bonus program based upon achievement of both corporate and individual goals determined by the Board based on a target percentage of annual base salary and certain milestones.

Equity Compensation

We have granted stock options to our employees, including our named executive officers, in order to attract and retain them, as well as to align their interests with the interests of our shareholders. In order to provide a long-term incentive, stock options typically vest over three years subject to continued service.

Executive Compensation Arrangements

Employment Agreements

Set forth below is a summary of the material terms of the employment agreements of our current named executive officers.

Paul V. Goode

On October 19, 2021, Paul V. Goode was appointed as President and Chief Operating Officer of the Company, effective November 1, 2021 (the “Goode Effective Date”) and currently serves as the Chief Executive Officer. In connection with his appointment as Chief Executive Officer, the Company entered into an employment agreement with Dr. Goode (the “Goode Employment Agreement”), on October 19, 2021.

In this role, Dr. Goode leads the Company’s operations, overseeing strategy, design, manufacturing, business and product development and helps to build the U.S. infrastructure in preparation for the U.S. clinical trials of the Company. He devotes such time as necessary to perform his duties but is able to pursue other professional opportunities at the same time. His current annual base salary is $350,000 per year (the “Base Salary”), and he is entitled to a cash bonus of up to 20% of his Base Salary as determined by the Company’s Compensation Committee. Pursuant to the Goode Employment Agreement, Dr. Goode was granted options to purchase up to one-and-a-half percent (1.5%) of the fully diluted Common Stock as of the Goode Effective Date, with a per share exercise price equal to $2,940.00 per share, which vests in equal monthly installments over a three-year period following the Goode Effective Date.

Upon termination of employment for any reason, Dr. Goode is entitled to: (A) all Base Salary earned through the date of termination, (B) any Annual Bonuses (as defined in the Goode Employment Agreement), pro-rated, to be paid in accordance with the terms of the Goode Employment Agreement; (C) all accrued but unused vacation time; and (D) reimbursement of all reasonable expenses.

The bonus and equity incentives are subject to clawback rights if there is a misstatement of financials which changes any metrics upon which a bonus or incentives are based and the clawback will be pro rata based upon the changes in the financials with respect to the effect on any underlying metrics.

Peter C. Wulff

In connection with his appointment as Chief Financial Officer, the Company entered into an employment agreement with Mr. Wulff (the “Employment Agreement”), on January 29, 2025. The Employment Agreement provides for at-will employment that may be terminated by the Company with or without cause or in the event of the executive’s disability, and by the executive with or without good reason, or in the event of the executive’s death.

The Employment Agreement provides for a base salary of $300,000 per annum for 2025, and for fiscal year 2026 and thereafter, a base salary of $450,000 per annum (the “Base Salary”). Mr. Wulff is eligible for bonus payments during the 2025 fiscal year, contingent upon the Company meeting specific financing milestones. These include: (i) a bonus of $75,000 upon the successful closing of one or more transactions totaling $6 million, (ii) an additional $125,000 upon the closing of one or more transactions with a cumulative value of $12 million, and (iii) an additional $62,500 upon the closing of one or more transactions with a cumulative value of $18 million, each payable at the end of the month of achievement or as soon as administratively practical thereafter. Pursuant to the Employment Agreement, during the 2026 fiscal year, and fiscal years thereafter, Mr. Wulff is also eligible for an annual performance bonus in cash of up to 15% of the Base Salary, contingent upon the determination that relevant targets, if any, have been met. The Employment Agreement also provides for initial grants under the Company’s 2024 Equity Incentive Plan of options to purchase a number of shares of Company common stock equal to 1.25% of the Company’s outstanding common stock as of the effective date of the Employment Agreement. Provided that Mr. Wulff is still employed on December 31, 2025, and subject to Board approval and the achievement of financial transaction goals by the Company, Mr. Wulff will be eligible for an additional option grant to offset any dilution of the initial grant resulting from dilutive events, the amount and terms of which are to be determined in the discretion of the Board on or before December 31, 2025.

Upon termination of employment for any reason, Mr. Wulff is entitled to: (A) all Base Salary and accrued but unused vacation time earned through the date of termination, if and only if Mr. Wulff is still employed with the Company six months after the Effective Date (as defined in the Employment Agreement), (B) any Annual Bonuses (as defined in the Employment Agreement), pro-rated, to be paid in accordance with the terms of the Employment Agreement; and (C) reimbursement of all reasonable expenses. Subject to Board approval, for fiscal years 2026 and 2027, Mr. Wulff is entitled to receive no less than 6 months of severance benefits, which are in line with market norms for a similarly situated executive at a similar employer.

On March 27, 2026, the Company entered into a Separation Agreement and Release (the “Separation Agreement”) with Peter C. Wulff. Mr. Wulff tendered his resignation on March 27, 2026, and his employment with the Company will end effective March 31, 2026.

Pursuant to the Separation Agreement, Mr. Wulff is entitled to receive severance payments in an aggregate amount of $112,500, representing three months of his base salary, payable in two equal installments on April 15, 2026 and April 30, 2026, subject to his continued compliance with the terms of the Separation Agreement. Mr. Wulff is also required to assist with the orderly transition of his duties during the severance period.

In connection with the Separation Agreement, Mr. Wulff agreed to a broad release of claims against the Company and its affiliates, subject to customary exceptions, and waived any rights to outstanding equity awards, including both vested and unvested stock options previously granted to him. The Separation Agreement also provides that Mr. Wulff is not eligible for a 2026 annual bonus.

The Separation Agreement includes customary confidentiality, non-disparagement, non-solicitation, cooperation, and return-of-property provisions.

Outstanding Equity Awards as of December 31, 2025

The following table sets forth for the Company’s named executive officer certain information regarding unexercised options as of December 31, 2025:

Director Compensation

Decisions regarding the compensation to be paid to the members of our Board of Directors, if any, are determined and/or ratified by the Board with recommendations given by the Compensation Committee. Non-employee directors are compensated with a combination of cash and shares. Additionally, we provide reimbursement to our non-employee directors for their reasonable expenses incurred in attending meetings of our Board of Directors and its committees. Directors may also receive equity awards from time to time. The directors who also serve as an employee of the Company do not receive additional compensation for their service as a director.

The following table sets forth compensation earned in the fiscal year ended December 31, 2025 by each of our non-employee directors: