Michael Lebowitz
About Michael Lebowitz
Independent director of XWELL since April 2020; age 52 as of the 2025 proxy filing. He is the founder and Chief Executive Officer of Big Spaceship, a creative consultancy he established in 2000, with expertise in customer experience strategy and brand innovation. He holds a Bachelor’s degree in Film from Vassar College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Big Spaceship (creative consultancy) | Founder & CEO | 2000–present | Leads brand strategy and customer experience engagements |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Big Spaceship | CEO | Private | No other public company directorships disclosed in the past five years for Mr. Lebowitz |
Board Governance
- Independence: The Board determined Mr. Lebowitz is independent under Nasdaq standards; the Board has a majority of independent directors .
- Committee assignments (current):
- Nominating & Corporate Governance Committee (member; elected January 30, 2024)
- Strategic Affairs Committee (member)
- Committee chair roles: None disclosed for Mr. Lebowitz .
- Attendance:
- Board: “Other than Michael Lebowitz, all other directors attended more than 75 percent” of Board meetings in FY 2024, indicating Mr. Lebowitz was below the 75% attendance threshold for Board meetings (RED FLAG) .
- Committees: Each director serving on a committee attended more than 75% of applicable committee meetings in FY 2024 .
- Annual meeting: All five directors attended the 2024 annual meeting .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $45,000 | Director cash retainer and any applicable committee/other fees embedded in figure |
| Director compensation program (effective 12/11/2023) | Policy (not individual payout) | Cash: $75,000 for Chair of Board; $35,000 for other non‑employee directors; plus $15,000 Audit Chair; $10,000 Compensation Chair; $10,000 to each Investment Committee member |
Performance Compensation
| Equity Component | FY2024 Grant-Date Fair Value | Structure | Outstanding/Other |
|---|---|---|---|
| Option Awards | $33,249 | Director equity delivered as options; no performance metrics disclosed for directors | Unexercised options held as of 12/31/2024: 21,996 |
| RSU Awards | $0 | No RSUs disclosed for Mr. Lebowitz in 2024 | — |
No director performance metrics (revenue, EBITDA, TSR, ESG) tied to director compensation were disclosed for Mr. Lebowitz; awards appear time-based without performance conditions .
Other Directorships & Interlocks
| Company | Role | Period | Interlock/Related Party Note |
|---|---|---|---|
| None disclosed | — | — | The 2025 proxy lists other boards for each director; no other public company boards are disclosed for Mr. Lebowitz |
Expertise & Qualifications
- Brand strategy and customer experience innovation; 25-year track record defining creative strategy for major brands .
- Founder/CEO operating experience (Big Spaceship) .
- Education: BA in Film, Vassar College .
- Board qualification cited by XWELL: “creative brand strategy” expertise supporting the company’s growth .
Equity Ownership
| Measure | Amount | Detail |
|---|---|---|
| Beneficial ownership (Common) | 160,049 shares (2.76% of class) | Total voting power: 1.84% |
| Breakdown (as of Record Date in proxy) | 111,122 shares of Common; 48,927 vested options exercisable within 60 days | Footnote (12) applies to Mr. Lebowitz |
| Unexercised options (12/31/2024) | 21,996 options | From director compensation table |
| Pledging/Hedging | Not disclosed | No pledging noted in Security Ownership table; no related‑party loans or transactions above thresholds |
Recent Insider Transactions (Form 4)
| Transaction Date | Security | Quantity | Price/Strike | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2025-06-02 | Common Stock (award) | 98,148 | $0.00 | 111,122 shares | https://www.sec.gov/Archives/edgar/data/1410428/000110465925055731/0001104659-25-055731-index.htm |
| 2025-06-02 | Stock Options (grant) | 107,724 | $0.968 | — | https://www.sec.gov/Archives/edgar/data/1410428/000110465925055731/0001104659-25-055731-index.htm |
| 2024-11-15 | Stock Options (grant) | 22,019 | $1.6548 | — | https://www.sec.gov/Archives/edgar/data/1410428/000110465924120236/0001104659-24-120236-index.htm |
| 2023-01-05 | Stock Options (grant) | 300,000 | Not shown in feed | — | https://www.sec.gov/Archives/edgar/data/1410428/000095013823000004/0000950138-23-000004-index.htm |
Governance Assessment
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Strengths
- Independent director with relevant brand and customer experience expertise; serves on strategy-oriented committees (Nominating & Corporate Governance; Strategic Affairs) .
- Meaningful equity alignment: 2.76% beneficial ownership, including 111,122 shares and 48,927 vested options within 60 days as of the Record Date .
- No related-party transactions above materiality thresholds disclosed; no adverse legal proceedings disclosed for directors; all directors attended the 2024 annual meeting .
-
Watch items / RED FLAGS
- Board attendance: Mr. Lebowitz was the only director below the 75% Board attendance threshold in FY 2024. While committee attendance was above 75% for all directors, sub‑75% Board attendance can weigh on perceived engagement and effectiveness (RED FLAG) .
- Option-heavy director equity in 2024 (no RSUs disclosed; $33,249 in option fair value vs. $45,000 cash) may provide alignment but can introduce risk‑seeking incentives; however, no performance conditions were disclosed for director awards .
-
Compensation structure and process
- Board updated director compensation program effective December 11, 2023; external consultant StreeterWyatt engaged to evaluate director pay (supports governance process credibility) .
-
Overall view
- Mr. Lebowitz brings brand strategy and customer experience skills aligned to XWELL’s consumer-facing wellness footprint, with solid equity ownership. The principal governance concern is sub‑threshold Board meeting attendance in 2024; we would watch for improved attendance and continued active participation on Nominating & Governance and Strategic Affairs as signals of strengthened engagement .