Howard Liebman
About Howard Liebman
Howard Liebman (age 82) has served as an independent director of Xcel Brands since October 2011. He is a CPA and former Deloitte audit partner with extensive experience as a public-company CFO and president, bringing deep expertise in accounting, capital markets, M&A, financial reporting, and financial strategy to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche (and predecessors) | Audit Partner | 1974–1994 | Led public-company audits; foundation for audit committee financial expert credentials . |
| Shorewood Packaging Corporation | EVP & CFO; President; Director | EVP & CFO starting 1994; President 1999–2000; EVP through retirement in 2005 | Ran multinational packaging operations; public-company finance leadership . |
| Hobart West Group | President, COO, Director | 2007–2008; Consultant 2006–2007 | Led operations of litigation support services provider; guided sale of business . |
Board Governance
- Independence: The Board determined Mr. Liebman meets Nasdaq independence requirements; he serves on fully independent committees .
- Committee assignments and roles:
- Audit Committee member; designated Audit Committee Financial Expert by the Board .
- Nominating Committee member .
- Not on Compensation Committee (members are DiSanto and Fielding) .
- Attendance and activity (FY2024):
- Board meetings: 3; each director attended at least 75% of Board and committee meetings on which they served .
- Audit Committee meetings: 4 .
- Nominating Committee meetings: 1 .
- Compensation Committee meetings: 0 .
- Leadership structure: CEO also serves as Chair; no Lead Independent Director; independent directors hold executive sessions .
Fixed Compensation
| Item (FY2024) | Amount | Notes |
|---|---|---|
| Cash fees earned | $25,000 | Company pays $3,000 per Board and committee meeting (cap $12,000 each); committee chairs receive $4,000 per committee meeting (cap $16,000) . |
Performance Compensation
| Grant | Grant Date | Instrument | Quantity | Grant-Date Fair Value / Terms | Vesting / Exercise |
|---|---|---|---|---|---|
| Annual equity grant | Apr 3, 2024 | Restricted Stock | 1,000 shares | $8,500 total ($8.50 per share) | 50% vests Apr 3, 2025; 50% vests Apr 3, 2026; grantee may elect to extend vesting by six months (and further to next Oct 3/Apr 3) . |
| Annual option grant | Apr 3, 2024 | Stock Options | 2,500 options | Black-Scholes grant-date value $11,788 | Exercise price $8.50; 50% vests Apr 3, 2025; 50% vests Apr 3, 2026 . |
| 2024 awards summary | FY2024 | RSUs/Shares; Options | 1,000; 2,500 | Granted under 2021 Plan | See terms above . |
- Plan-level clawback: Awards are subject to clawback policies and any applicable legal recoupment requirements (e.g., Dodd-Frank, SOX) .
- Performance metrics: Director awards are time-based; no performance-condition metrics were disclosed for director equity in FY2024 .
Equity Ownership
| As of Record Date (FY2025 Proxy) | Amount | Detail |
|---|---|---|
| Total beneficial ownership (shares) | 20,366 | Table lists Mr. Liebman at 20,366 shares; “<1%” of 4,806,776 shares outstanding . |
| Composition | 3,616 common; 8,000 restricted; 8,750 options exercisable; plus 3,750 options not yet exercisable (excluded from beneficial ownership) | Footnote breakdown for Mr. Liebman . |
| Ownership % | <1% | Indicated with “*” less than 1% in proxy table . |
Note: Awards/rights under the 2021 Plan generally may not be sold, assigned, pledged, or otherwise encumbered per plan terms .
Other Directorships & Interlocks
- Committee memberships elsewhere: None disclosed for Mr. Liebman in the 2025 proxy; prior board roles were at Shorewood and Hobart West as part of executive responsibilities .
- Governance context: UTG Capital obtained nomination rights for one board seat contingent on loan participation/warrant exercises (potential influence on board composition and independence dynamics) .
Expertise & Qualifications
- CPA; former Deloitte audit partner; public-company CFO and president. Board summary cites his comprehensive knowledge in accounting, capital markets, M&A, financial reporting, and financial strategies—basis for Audit Committee Financial Expert designation .
Compensation Committee Analysis (Context)
- Committee members: DiSanto and Fielding; no FY2024 meetings were held .
- Authority includes engaging independent compensation consultants; structure is designed to ensure advisor independence .
Say-on-Pay & Shareholder Feedback (Context)
- At the Dec 10, 2024 Annual Meeting, stockholders voted 10,137,051 FOR, 109,373 AGAINST, 10,119 ABSTENTIONS on the advisory vote for executive compensation; frequency vote favored three years (7,019,682 votes) .
Related Party Transactions (Conflicts Review)
- The 2025 proxy’s “Certain Relationships and Related Transactions” section details transactions involving other insiders (e.g., CEO affiliate IPX participation in debt, public offering participation by CEO and DiSanto, IM Topco royalties), but does not list any transactions involving Mr. Liebman .
- Board nomination agreement with UTG tied to financing may impact board independence considerations generally; not linked to Mr. Liebman specifically .
Governance Assessment
- Strengths:
- Independent director with deep financial expertise; designated Audit Committee Financial Expert and active on Audit and Nominating committees—supports financial oversight and nomination rigor .
- Attendance: Met minimum expectations (≥75%); Audit and Nominating committees were active in 2024 .
- Modest director pay with a balanced cash/equity mix; equity grants are time-based and subject to clawback—generally aligned with shareholder interests at XELB’s scale .
- Watch items:
- Board leadership concentration (CEO as Chair) with no Lead Independent Director; reliance on committee executive sessions to provide independent oversight .
- UTG nomination rights tied to financing could introduce influence dynamics; board should ensure continued independence and robust nominating processes .
- Director equity awards allow elective vesting extensions—administratively flexible but could delay alignment if frequently used; disclosure allows extensions by six months, and further to next Oct 3/Apr 3 .
- Conflicts: No related-party transactions identified for Mr. Liebman in the proxy’s related transactions disclosures .