Jon Leibowitz
About Jon Leibowitz
Jon Leibowitz (age 67) has served as an independent Class II director of BNAI since 2024 and was appointed Vice Chairman of the Board. He is an Audit Committee member and designated audit committee financial expert, and he chairs both the Nominating & Corporate Governance Committee and the Special Litigation Committee. He holds a J.D. from NYU School of Law and a B.A. from the University of Wisconsin, and previously served as FTC Commissioner (2004–2009) and Chairman (2009–2013). He is Chairman of the National Consumers League and previously was a senior partner at Davis Polk & Wardwell LLP (2013–2021) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Trade Commission (FTC) | Chairman | 2009–2013 | Led antitrust, consumer privacy, unfair competition policy; focus on pharma and technology industries |
| Federal Trade Commission (FTC) | Commissioner | 2004–2009 | Policy leadership on antitrust and consumer protection |
| Davis Polk & Wardwell LLP | Senior Partner (Antitrust) | 2013–2021 | Advised on complex antitrust aspects of M&A and investigations |
| U.S. Senate Subcommittees (Antitrust; Terrorism & Technology; Juvenile Justice) | Senior Staff | 1991–2000 | Legislative experience in antitrust and technology policy |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| National Consumers League | Chairman of the Board | Current | No (non-profit); Other public company directorships: 0 |
Board Governance
- Roles: Vice Chairman; Audit Committee member (financial expert), Chair of Nominating & Corporate Governance Committee, and Chair of Special Litigation Committee .
- Independence: Board determined Leibowitz is independent under Nasdaq rules; Other public boards: 0 .
- Committee structure and attendance: In 2024 the Board met 8 times; Audit 4; Compensation 1; Nominating 0. All incumbent directors attended >75% of aggregate Board and committee meetings during their service period in 2024 .
- Audit Committee status: The Audit Committee currently does not meet Nasdaq/SEC composition requirements (only two members). The Board states it is in process of appointing a third independent director (Ruy Carrasco) to maintain compliance .
- Special Litigation Committee (SLC): Formed August 15, 2025; composed of independent directors Jon Leibowitz (Chair) and Richard Isaacs with full delegated authority to investigate and manage litigation, including ongoing AFG-related matters; empowered to engage independent counsel and approve settlements .
Fixed Compensation
| Item | 2024 Actual Cash ($) | Current Policy / Structure |
|---|---|---|
| Annual cash retainer (standard director) | $0 (Fees earned or paid in cash shown as “-”) | Directors stock ownership guidelines reference an annual cash retainer “currently $45,000” used to set 3x ownership target |
Note: The proxy discloses zero cash fees for 2024 and a policy reference to a $45,000 cash retainer used for ownership guidelines, but does not show cash paid in 2024. No separate meeting or committee cash fees are disclosed for 2024 .
Performance Compensation
| Component | Detail | Value/Mechanics |
|---|---|---|
| 2024 non-employee director stock awards (Jon Leibowitz) | Total stock awards reported for 2024 | $116,278; no cash fees; total compensation $116,278 |
| Business Combination initial grant | 10,000 restricted shares to each director at closing | Valued at $7.70 per share (ASC 718), per table footnote |
| 12/30/2024 award (service for FY2024) | RSUs to each non-employee director under 2023 LTIP | Aggregate award value $35,000 per director; number determined by 20‑day average ending first trading day of Aug 2024; shares granted 1/2/2025 at $1.07 reference price (per footnote) |
| Ongoing quarterly director equity | Restricted stock, granted in four quarterly installments | Aggregate annual value $45,000; each quarterly grant sized by 20‑day average price before grant date |
| Annual meeting equity | RSUs granted after each annual meeting | Aggregate value $75,000; vests at next annual meeting or 1 year, whichever earlier |
| Committee chair and special committee equity | Additional equity for leadership/service | Non-Exec Board Chair: $50,000; Audit Chair: $20,000; Compensation Chair: $15,000; Nominating Chair: $10,000; Special Committee members: $20,000 (all annual values, delivered quarterly; shares sized by 20‑day average) |
Performance metrics: None disclosed for director equity; awards are time-based restricted stock/RSUs with vesting per policy (no TSR/EBITDA/ESG metrics for directors) .
Other Directorships & Interlocks
| Category | Current Count / Detail |
|---|---|
| Public company boards | 0 |
| Potential interlocks with competitors/suppliers/customers | None disclosed |
| Notable external governance roles | Chairman, National Consumers League |
Expertise & Qualifications
- Audit Committee Financial Expert and financially sophisticated under SEC/Nasdaq rules .
- Deep antitrust, consumer privacy, and competition policy expertise from FTC leadership and private practice; technology and pharma sector exposure .
- Legal credentials: J.D. (NYU), B.A. (University of Wisconsin) .
Equity Ownership
| Metric | Amount |
|---|---|
| Shares beneficially owned (Leibowitz) | 76,708 |
| Ownership % of outstanding | <1% (asterisk denotes <1%) |
| Shares outstanding (as of 9/30/2025) | 44,880,795 |
| Hedging/Pledging | Prohibited for directors (no hedging, no margin, no pledging) |
| Stock ownership guidelines | 3x annual cash retainer within 5 years; directors must retain 50% of net shares until compliant |
| Compliance status | As of Oct 1, 2025, all non-employee directors are on track to meet guidelines within required timeframe |
Governance Assessment
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Strengths and investor-alignment signals
- Independent director designated as audit committee financial expert; Vice Chairman role provides experienced governance leadership .
- Chairs two key committees (Nominating & Corporate Governance; Special Litigation), positioning him to influence board composition, governance standards, and objective litigation decisions .
- Equity-heavy director pay (no 2024 cash fees disclosed) increases alignment; robust anti-hedging/pledging policy and 3x ownership guidelines with progress tracking reinforce skin-in-the-game .
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Risks and red flags
- Audit Committee non-compliance: Currently only two members; board “in process” of appointing a third independent director. Prolonged non-compliance is a governance risk for financial reporting oversight .
- Independence inconsistency regarding proposed Audit Committee composition: the proxy states the Board is appointing Dr. Ruy Carrasco as a third “independent” director to maintain compliance, yet an earlier 8‑K disclosed he was not independent under Nasdaq due to employment status—this discrepancy bears monitoring before final committee reconstitution (process and rationale disclosure) .
- Board vacancies and turnover: Board size set at nine with multiple open seats; recent leadership changes (Chair transition in Aug 2025; director resignation in Sep 2025) may signal governance flux and execution risk during strategic initiatives .
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Compensation committee process and consultant independence
- Compensation Advisory Partners engaged for 2024 with no conflict found; company in process of engaging Payscale for 2025; Compensation Committee met independence requirements (1 meeting in 2024) .
-
Litigation risk oversight
- SLC formed (Aug 15, 2025) with independent directors (Leibowitz Chair) granted full authority to pursue/settle/dismiss litigation, including AFG-related matters; independent counsel authorized—this structure is designed to mitigate conflict risk in litigation decisions .
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Attendance and engagement
- All incumbent directors exceeded 75% attendance in 2024 across Board/committee meetings during their service period; Board met 8 times (Audit 4; Comp 1; Nominating 0) .
Overall: Leibowitz brings material regulatory and antitrust expertise, chairs two governance-critical committees, and is designated as an audit committee financial expert—positive for investor confidence. The outstanding Audit Committee compliance gap and conflicting disclosures around the “independence” of a prospective third member should be resolved promptly to avoid ongoing governance risk. Equity-centric director pay and strict trading policies align interests, while SLC independence reduces litigation-related conflict risk .