Deborah Weinswig
About Deborah Weinswig
Independent director of Xcel Brands since 2018; age 54 as of the 2025 proxy. Managing Director of Fung Group’s Fung Global Retail & Technology (FGRT) since April 2014, with prior roles as Chief Customer Officer at Profitect and Managing Director/Head of Global Staples & Consumer Discretionary at Citi Research (2002–2013). She is a CPA and holds an MBA from the University of Chicago, and is cited by Xcel for thought leadership in retail and licensing, sourcing, and logistics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citi Research (Citigroup, Inc.) | Managing Director; Head of Global Staples & Consumer Discretionary | 2002–2013 | Led coverage in consumer sectors; senior sell-side leadership |
| Profitect Inc. | Chief Customer Officer | Prior to 2014 | Predictive analytics/big data focus in retail operations |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| FGRT (Fung Group) | Managing Director | Since Apr 2014 (current) | Retail/tech think tank leadership |
| Kiabi (affiliated with Auchan Group) | Director | Current (as disclosed) | Board member of apparel retailer |
| Guess?, Inc. (Nasdaq) | Director | Disclosed in 2019–2021 Xcel proxies; not listed in 2025 proxy | Prior public company board role |
| International Council of Shopping Centers (ICSC) | E‑commerce expert, Research Task Force | Ongoing (as disclosed) | Advisory/expert role |
| Oracle Retail Industry Strategy Council | Founding member | Ongoing (as disclosed) | Advisory council member |
Board Governance
- Independence: The Board determined Ms. Weinswig is independent under Nasdaq rules .
- Board size and structure: 5 directors; CEO serves as Chair; no Lead Independent Director; independent directors meet in executive session without management .
- Committees and 2024 activity: Ms. Weinswig serves on the Audit Committee (4 meetings in 2024). Compensation Committee (0 meetings in 2024) and Nominating Committee (1 meeting in 2024) do not include her as a member .
- Attendance: In 2024, each director attended at least 75% of aggregate Board and applicable committee meetings; directors are strongly encouraged to attend meetings and the annual meeting .
- Audit oversight: Audit Committee members are independent; Howard Liebman is designated the Audit Committee Financial Expert .
| Committee | Member (Weinswig) | Role | 2024 Meetings |
|---|---|---|---|
| Audit | Yes | Member | 4 |
| Compensation | No | — | 0 |
| Nominating | No | — | 1 |
Fixed Compensation
Policy framework and FY2024 compensation for non‑employee directors.
- Policy: $3,000 per Board/committee meeting; annual caps of $12,000 for Board meetings and $12,000 for committee meetings; committee chairs receive $4,000 per committee meeting with a $16,000 cap .
- FY2024 director compensation (Deborah Weinswig):
| Metric | 2024 Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $24,000 |
| Stock Awards | $8,500 |
| Option Awards | $11,788 |
| Total | $44,288 |
Performance Compensation
Director equity awards and vesting terms for FY2024.
| Award Type | Grant Date | Quantity | Exercise/Strike | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|---|
| Restricted Stock | Apr 3, 2024 | 1,000 shares | N/A | 50% on Apr 3, 2025; 50% on Apr 3, 2026; grantee may extend vest dates by 6 months, repeatedly, to next Oct 3/Apr 3 | $8.50/share; $8,500 total |
| Stock Options | Apr 3, 2024 | 2,500 options | $8.50 | 50% on Apr 3, 2025; 50% on Apr 3, 2026 | $11,788 |
- Plan governance: The 2021 Equity Incentive Plan was proposed to be amended to increase shares available from 400,000 to 1,150,000; awards are subject to any clawback policy or applicable recoupment requirements .
Other Directorships & Interlocks
| Company | Type | Role | Potential XELB Conflict/Transaction Disclosure |
|---|---|---|---|
| Kiabi (Auchan Group affiliate) | Private | Director | No related-party transactions with Kiabi disclosed in XELB proxy’s related transactions section |
| Guess?, Inc. (Nasdaq) | Public | Director (prior, per earlier proxies) | Not referenced in 2025 proxy; no XELB related-party item tied to this role disclosed |
The proxy’s “Certain Relationships and Related Transactions” section details dealings involving the CEO, an affiliated entity (IPX), UTG financing/nomination rights, and IM Topco/Isaac Mizrahi arrangements; Ms. Weinswig is not identified in any related-party transaction .
Expertise & Qualifications
- CPA; MBA, University of Chicago Booth School of Business .
- Retail and licensing thought leader with focus on sourcing/logistics; technology and e‑commerce advisory roles (ICSC; Oracle Retail Council) .
- MD of FGRT (Fung Group) since 2014; prior leadership at Citi Research and Profitect .
- Age 54; board service at Xcel since 2018 .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership | 15,550 shares | “Less than 1%” of 4,806,776 shares outstanding as of Oct 8, 2025 record date |
| Restricted Shares | 6,800 | Included in beneficial ownership |
| Options – Exercisable | 8,750 | Included in beneficial ownership |
| Options – Unexercisable | 3,750 | Not included in beneficial ownership |
| Section 16(a) Compliance | Timely; no late filings reported for Ms. Weinswig | Only D’Loren and Burroughs were late reporting four transactions each |
Governance Assessment
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Strengths
- Independent director with deep retail, sourcing/logistics, and tech insight; aligned with XELB’s licensing and omnichannel strategy .
- Active Audit Committee member; Audit met four times in 2024; Board reports at least 75% attendance for all directors .
- Ownership alignment via restricted stock and options; beneficial ownership totals 15,550 shares (<1%); additional unexercisable options outstanding .
- Equity awards and the plan are subject to clawback/recoupment provisions, supporting pay governance .
-
Watch items / potential red flags
- Company governance structure: CEO is Chair; no Lead Independent Director, though committees are independent and hold executive sessions without management .
- Compensation Committee held no meetings in 2024, which may warrant scrutiny of compensation oversight cadence (not specific to Ms. Weinswig, who is not on this committee) .
- Board environment includes significant financing arrangements and nomination rights for UTG (Board Nomination Agreement) and multiple auditor changes in 2025; these increase governance complexity and audit workload, areas where Audit Committee members must be vigilant .
- Related-party transactions involve other insiders/affiliates; Ms. Weinswig is not named in these, reducing direct conflict exposure for her specifically .
-
Bottom line: Ms. Weinswig appears to be an independent, engaged Audit Committee member with relevant retail/tech expertise and some equity alignment. Investors should monitor Audit Committee oversight amid auditor transitions and financing/nominator dynamics, and the Board’s lack of a Lead Independent Director, while noting no related‑party ties or filing issues disclosed for Ms. Weinswig personally .