Mark DiSanto

About Mark DiSanto

Mark DiSanto (age 63) is an independent director of Xcel Brands and has served on the Board since October 2011, bringing over three decades of operating experience as CEO of Triple Crown Corporation, a regional real estate development and investment company with >1.5 million square feet of projects . He holds a B.S. in Business Administration (Villanova), a J.D. (University of Toledo), and an M.S. in Real Estate Development (Columbia) . The Board has affirmed his independence under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Board tenure: Director since 2011; years of service ≈14 as of 2025 .
• Independence: Board determined DiSanto is independent under Nasdaq standards; all Board committees are comprised of independent directors .
• Committee assignments (2024 activity in parentheses): Audit Committee member (4 meetings); Nominating Committee member (1 meeting); Compensation Committee member (0 meetings) .
• Attendance: Each director attended at least 75% of aggregate Board and committee meetings in 2024; Board held 3 meetings .
• Leadership structure: Combined CEO/Chair; no Lead Independent Director; independent directors hold executive sessions .

Fixed Compensation

• Cash retainers: Non-employee directors are paid $3,000 per Board/committee meeting; capped at $12,000/year for Board meetings and $12,000/year for committee meetings; committee chairs receive $4,000 per committee meeting, capped at $16,000/year .
• 2024 cash fees: DiSanto received $27,000 in cash fees .

Performance Compensation

• Standard 2024 director equity grants (April 3, 2024):
  • 1,000 restricted shares (grant-date fair value $8.50 per share; vests 50% on April 3, 2025 and 50% on April 3, 2026; optional deferral provisions) .
  • Options to purchase 2,500 shares at $8.50 exercise price; vests 50% on April 3, 2025 and 50% on April 3, 2026 .
• Additional 2024 awards under the 2021 Plan: DiSanto is listed with 7,250 RSUs and 8,750 options granted during 2024 (larger than the standard director grant), indicating additional equity beyond April grants .

Performance metric design: No performance-conditioned metrics disclosed for director awards; vesting is time-based for restricted stock and options .

Other plan features: Awards are subject to clawback policies required by law/stock exchange standards; plan prohibits pledging/assignment of awards; securities law transfer restrictions apply to unregistered shares .

Other Directorships & Interlocks

Expertise & Qualifications

• Background: Long-tenured operating executive with experience “building and running businesses”; Board cites his business acumen as a key qualification .
• Education: Villanova (Business Administration), University of Toledo (J.D.), Columbia University (M.S. Real Estate Development) .

Equity Ownership

• Beneficial ownership: 351,174 shares; 7.28% of outstanding (based on 4,806,776 shares outstanding as of Record Date) .
• Composition and alignment: Mix of direct holdings, restricted shares, options, and trustee-controlled trust holdings (including trust shares tied to CEO family trust), indicating meaningful skin-in-the-game but also interlocked voting control via trust roles .

Pledging/hedging: No pledging or hedging by DiSanto disclosed in the proxy; plan agreements restrict pledging/transfer of award shares prior to vesting/exemption .

Insider Participation in Company Securities (Signals)

| Date/Context | Party | Security | Shares | Price | Notes | |---|---|---:|---:|---| | Mar 19, 2024 Public Offering | Affiliate of Mark DiSanto | Common stock | 14,625 | $6.50 | Purchased at public offering price | | Mar 14, 2024 Private Placement (concurrent) | Mark DiSanto | Common stock | 13,258 | $9.80 | Subscription agreement; closed concurrently with offering | | Apr 21, 2025 Support Agreement | Mark D. Santo (director) | N/A | N/A | N/A | Agreed to vote in favor of proposal to approve warrant-share issuance to lenders tied to refinancing |

Director Compensation (Full 2024 Summary)

Vesting schedules and strike price for 2024 April grants: RSUs vest 50% on 4/3/2025 and 50% on 4/3/2026; options vest 50% on 4/3/2025 and 50% on 4/3/2026; option exercise price $8.50 .

Governance Assessment

• Strengths and alignment

  • Independence and multi-committee service (Audit/Nominating/Compensation) provide broad oversight coverage .
  • Meaningful ownership (7.28%) aligns incentives with shareholders .
  • Insider participation in capital raises (public offering and concurrent private placement) suggests confidence/support for financing strategy .

• Risk indicators and potential conflicts

  • No Lead Independent Director while CEO is also Chair—reduced counterbalance to management influence .
  • Compensation Committee held no meetings in 2024, indicating weak formal oversight cadence of executive pay despite active business environment (RED FLAG) .
  • Trustee roles over shares connected to CEO family trust (and other trusts) create interlocks that could influence voting/alignment dynamics (RED FLAG) .
  • Support Agreement commits voting in favor of warrant-related share issuance to lenders (financing-driven governance outcome) (RED FLAG) .
  • Board nomination right granted to a lender (UTG) introduces external influence on Board composition; ongoing while debt/warrant thresholds are met (RED FLAG) .

• Director engagement

  • Met ≥75% attendance threshold; serves across key committees; Audit (4 meetings) and Nominating (1 meeting) met; Compensation did not convene (focus area for improvement) .

• Compensation structure

  • Director pay emphasizes meeting-based cash with modest equity; 2024 disclosures also show DiSanto received additional RSU/option awards beyond the standard April grant, which should be monitored for rationale and consistency (e.g., committee leadership or special service) given others received standard grants (governance disclosure clarity opportunity) .

Overall: DiSanto brings deep operating experience and substantial ownership, but the combination of trust interlocks with the CEO, absence of a Lead Independent Director, and a non-meeting Compensation Committee present governance risks that investors should monitor, particularly around independence optics in compensation and financing matters .