Bruce T. Bernstein
About Bruce T. Bernstein
Bruce T. Bernstein, 61, has served on XWELL’s Board since February 2016 and as non-executive Chairman since February 5, 2018 . He is independent under Nasdaq rules and designated an “audit committee financial expert,” with over 30 years in securities, portfolio management, arbitrage, and structured products; he holds a B.B.A. from CUNY Baruch .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rockmore Capital, LLC | President; manager of direct investment/lending fund (peak AUM ~$140mm) | Since 2006 | Direct investing/lending; small-cap public company exposure |
| Omicron Capital, LP | Co-President | Joined 2001 | Direct investing/lending to small-caps; peak AUM ~$260mm |
| Fortis Investments, Inc. | SVP, Global Securities Arbitrage; later President (US proprietary investments) | Prior to Nomura | Equity structured products, equity arbitrage, proprietary investments |
| Nomura Securities International | Director, Equity Derivatives Group | Prior to Fortis | Cross-border tax arbitrage, domestic equity arbitrage, structured equity swaps |
| Kidder Peabody | Assistant Treasurer | Early career | Capital markets and treasury experience |
External Roles
| Organization | Role | Nature | Notes |
|---|---|---|---|
| Synaptogenix, Inc. | Director | Public company | Shared affiliation with XWEL director Robert Weinstein (Synaptogenix CFO) |
| Summit Digital Health | Director | Private company | Laser-based blood glucose monitor distributor (NJ) |
Board Governance
- Chairman of the Board; independent; Board leadership separated from CEO; committees chaired by independent directors .
- Committee memberships: Compensation (Chair), Audit (member), Nominating & Corporate Governance (member), Strategic Affairs (Chair), Finance Subcommittee for Financial Planning (Chair) .
- Audit committee financial expert designation; independence affirmed for all committee roles .
- Attendance: more than 75% of Board meetings; more than 75% of applicable committee meetings in FY2024 (exception noted for another director, not Bernstein) .
- Board classification proposal (anti-takeover feature) would place Bernstein in Class II with initial term to 2027 if approved .
Fixed Compensation
| Component | Amount/Terms | Period | Notes |
|---|---|---|---|
| Chairman cash retainer | $75,000 | Program effective Dec 11, 2023 | Approved by Board |
| Compensation Committee Chair fee | $10,000 | Program effective Dec 11, 2023 | Additional cash for chair role |
| Investment Committee member fee | $10,000 | Program effective Dec 11, 2023 | Additional cash for membership |
| Fees earned/pd in cash (Director) | $95,000 | FY2024 | Reported in Director Compensation table |
| XpresTest, Inc. Board services (cash) | $120,000 | FY2024 | Reported as “All Other Compensation” |
Performance Compensation
| Component | Grant Date | Number/Shares | Fair Value | Vesting/Notes |
|---|---|---|---|---|
| Option awards (Director) | Not specified (FY2024) | N/A | $66,496 | Value per FASB ASC 718; no director RSUs in 2024 |
- No performance metrics (e.g., revenue/EBITDA/TSR goals) disclosed for director compensation; director equity awards are service-based, not performance-tied .
Other Directorships & Interlocks
| Company | Role | Interlock/Shared Affiliations | Potential Conflict Notes |
|---|---|---|---|
| Synaptogenix, Inc. | Director | Robert Weinstein (XWEL director) is Synaptogenix CFO | No XWEL related-party transactions disclosed; monitoring advisable |
| Summit Digital Health | Director | None disclosed | Private company; no XWEL transactions disclosed |
Expertise & Qualifications
- Securities and alternative finance: senior portfolio management (Rockmore, Omicron), arbitrage/derivatives (Fortis, Nomura) .
- Governance: audit committee financial expert; multi-committee leadership (Compensation, Strategic Affairs, Finance Subcommittee) .
- Education: B.B.A., Baruch College (CUNY) .
Equity Ownership
| Metric | Value | Date/Reference | Notes |
|---|---|---|---|
| Total beneficial ownership (Common) | 298,569 shares | Record Date: Nov 6, 2025 | 5.10% of class |
| Vested options exercisable within 60 days | 97,643 shares | Record Date: Nov 6, 2025 | Included in beneficial ownership |
| Direct common shares | 200,926 shares | Record Date: Nov 6, 2025 | Footnote breakdown |
| Unexercised options (as of FY2024 year-end) | 42,511 | Dec 31, 2024 | Snapshot at year-end |
| Total voting power (all classes) | 3.32% | Record Date: Nov 6, 2025 | Reflects Series G voting mechanics |
| Shares pledged/hedged | Not disclosed | — | No pledging/hedging disclosure in proxy |
| Ownership guidelines | Not disclosed | — | No board ownership guideline disclosure |
Governance Assessment
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Strengths:
- Independent Chairman; robust committee leadership (Compensation Chair; Strategic Affairs Chair; Finance Subcommittee Chair) with audit financial expert credentials—supports oversight of financial reporting and pay practices .
- Attendance above 75% across Board and committee obligations in FY2024—positive engagement signal .
- Meaningful equity alignment (5.10% beneficial ownership; substantial vested options), which can align director incentives with shareholder outcomes .
-
Risks and monitoring items:
- Classified board proposal (two classes with staggered two-year terms) introduces entrenchment and anti-takeover effects; Bernstein expected in Class II (initial term through 2027) if adopted—investors should weigh continuity versus reduced accountability .
- Additional $120,000 cash for XpresTest, Inc. board services increases cash component concentration relative to peers; while disclosed and approved, higher fixed cash may modestly dilute equity-driven alignment for a director; ensure clear remit and performance linkage for subsidiary board work .
- Network interlock at Synaptogenix (Bernstein as director; Weinstein as CFO and XWEL director) warrants periodic review for information flow or potential conflicts, although proxy reports no related-party transactions exceeding thresholds .
-
Process quality:
- Compensation Committee engaged an independent consultant (StreeterWyatt Analytics) to benchmark board compensation in March 2025—positive governance practice .
- No legal proceedings involving Bernstein in the last 10 years disclosed—reduces litigation risk overhang .
Overall, governance signals are mixed: strong committee leadership and engagement, but watch the move to a classified board and the expanded cash compensation for subsidiary board services for potential misalignment or entrenchment concerns .