Ezra T. Ernst

About Ezra T. Ernst

Ezra T. Ernst, 55, joined XWELL in January 2022; he has served as Chief Executive Officer since September 2024 and as a director since September 21, 2024 . Prior roles include EVP of XWELL and CEO of subsidiary XpresTest following the January 2022 acquisition of GCG Connect LLC (d/b/a HyperPointe); CEO of HyperPointe (since March 2020); CEO of Physicians Weekly (Aug 2015–Mar 2020); Chief Commercial Officer at Treato (Sep 2013–Aug 2015); and General Manager at WebMD (Dec 2008–Jan 2013) . Company pay-versus-performance disclosure shows TSR (value of initial $100) of $30.25 (2022), $7.31 (2023), and $6.34 (2024), with net losses of $32,629k (2022), $28,029k (2023), and $16,490k (2024) .

Past Roles

External Roles

Fixed Compensation

• Current employment terms (Executive Employment Agreement): Base salary $425,000; eligible annual bonus up to 100% of base, with any bonus split 50/50 between cash and RSUs; initial equity awards: options to purchase 30,000 shares at $1.86 and 30,000 restricted shares; three-year term with automatic one-year renewals . Severance: if terminated without cause or resigns for good reason (with release), cash severance equal to 100% of then-current base salary plus 12 months COBRA continuation .

Performance Compensation

• Annual bonus design: Target up to 100% of base salary, based on performance goals established by the Board; any bonus split 50% cash/50% RSUs per agreement . Actual non-equity incentive paid: $27,379 (2023) and $100,000 (2024) .

Equity Ownership & Alignment

• Beneficial ownership (as of record date Nov 6, 2025): 79,463 shares (1.37% of outstanding) . Footnote breakdown: 31,130 shares of common stock plus vested options to purchase 48,333 shares exercisable within 60 days .

• Outstanding equity awards at FY2024 year-end (unexercised/exercisable options and unvested equity):

• Pledging/hedging and ownership guidelines: No pledging/hedging disclosures or executive stock ownership guidelines were identified in the proxy sections reviewed .

Employment Terms

• Effective date and term: Executive Employment Agreement approved September 4, 2024; agreement references “Ernst Effective Date” and a three-year initial term with automatic one-year renewals unless notice of non-renewal 30 days before term end .
• Base salary and bonus: Base salary $425,000; annual bonus opportunity up to 100% of base, with any bonus split 50% cash/50% RSUs .
• Equity on/after effective date: Options to purchase 30,000 shares at $1.86 with staged vesting through September 30, 2025; 30,000 restricted shares vesting over three years .
• Severance and COBRA: If terminated without cause or resigns for good reason (with release), cash severance equal to 100% of then-current base salary plus one year of COBRA continuation .
• Non-compete / non-solicit / change-of-control / clawback: Such terms for Mr. Ernst are not detailed in the cited proxy sections; the filing includes Code of Conduct and Ethics but no specific clawback policy details for executives were observed in the sections reviewed .

Board Governance

• Board service history and roles: Director since September 21, 2024; currently nominated alongside four other directors for election to one-year terms (prior to any board classification change) .
• Committee roles: Standing committees (Audit, Compensation, Nominating & Corporate Governance, Strategic Affairs) are composed of independent directors; Mr. Ernst (CEO) is not listed as a member of these committees .
• Independence and leadership structure: Board has a majority of independent directors; non-executive Chairman (Bruce T. Bernstein) since 2018; all committees chaired by independent directors; structure separates Chair and CEO, mitigating dual-role concerns from CEO-director status .
• Attendance: For FY2024 the Board met 15 times; committees met 10 times collectively; all directors except Michael Lebowitz attended >75% of aggregate meetings; each committee member attended >75% of their committees’ meetings .

Additional Context: Pay vs Performance and Company Performance

Investment Implications

• Pay-performance alignment and mix: Mr. Ernst’s plan provides high at-risk pay via a 100% of salary bonus target and equity grants with multi-year vesting; 2024 actual non-equity incentive of $100,000 indicates some payout despite company-level TSR remaining depressed and continued net losses, consistent with Board discretion on metrics .
• Vesting calendar and potential selling pressure: Options tied to the EEA vest through September 30, 2025; combined with outstanding exercisable options (e.g., 2024 grants and prior inducement grant), this creates a cadence of potential share supply events; however, actual insider sales require monitoring of Form 4 filings beyond the proxy .
• Ownership alignment: Beneficial ownership of 79,463 shares (1.37%) including 48,333 vested options within 60 days supports moderate alignment; no pledging disclosed in reviewed sections .
• Retention and downside protection: Severance at 1x base salary plus 12 months COBRA is modest, balancing retention with shareholder protections (no multi-year or change-of-control multiple disclosed in reviewed sections) .
• Governance mitigants to dual role: CEO also serves as director, but the Board has an independent Chair and fully independent key committees, which mitigates CEO/board independence concerns .
• Capital structure/dilution overhang: Active use of preferred stock, notes, and warrants with anti-dilution features (Series G Preferred, warrants repriced to $1.00, and notes convertible at $1.00) implies ongoing dilution risk and focus on stockholder approvals; this context can influence compensation design and equity realizability .
• Governance and controls: No legal proceedings disclosed for directors/officers; Section 16(a) delinquencies noted for another director but none cited for Mr. Ernst in FY2024 .