Robert Weinstein
About Robert Weinstein
Robert Weinstein (age 65) is an independent director of XWELL who joined the Board in February 2020. He is a career finance executive with 30+ years’ experience and is designated by the Board as an “audit committee financial expert.” He holds an MBA in finance and international business from the University of Chicago, is a Certified Public Accountant (inactive), and has a B.S. in accounting from SUNY Albany .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Synaptogenix, Inc. (public biotech) | Chief Financial Officer | Oct 2013–present | Senior financial leadership at public company |
| Independent consulting (healthcare) | Consultant | Sep 2011–Sep 2013 | Finance consulting in pharma/biotech |
| Green Energy Management Services Holdings, Inc. (public) | Chief Financial Officer | Mar 2010–Aug 2011 | Public-company CFO |
| Xcorporeal, Inc. (public medical device; sold to Fresenius Medical USA) | Chief Financial Officer | Aug 2007–Feb 2010 | Finance lead through M&A outcome |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| Synaptogenix, Inc. | Chief Financial Officer | Public | Oct 2013–present |
No other current public-company directorships for Mr. Weinstein are disclosed in the proxy .
Board Governance
- Independence and expertise: The Board determined Mr. Weinstein is independent under Nasdaq rules and an “audit committee financial expert.” The Board is majority independent .
- Committee assignments and chairs:
- Audit Committee: Chair; 3 members (Weinstein, Bruce T. Bernstein, Gaëlle Wizenberg); met 4 times in 2024 .
- Nominating & Corporate Governance Committee: Chair; 3 members (Weinstein, Michael Lebowitz, Bruce T. Bernstein); met 1 time in 2024 .
- Compensation Committee: Member; 3 members (Bernstein, Weinstein, Wizenberg); met 2 times in 2024 .
- Strategic Affairs Committee: Member; 3 members (Bernstein, Weinstein, Lebowitz); met 1 time in 2024 .
- Attendance: In 2024, the Board met 15 times and committees met 10 times collectively; all directors other than Michael Lebowitz attended >75% of board meetings, and each director attended >75% of their committee meetings—Mr. Weinstein met attendance expectations .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash fees (2024) | $60,000 | Paid for board and committee service |
| Director cash program (effective Dec 11, 2023) | $35,000 base for non‑employee directors; +$15,000 Audit Committee Chair; +$10,000 Compensation Committee Chair; +$10,000 per Investment Committee member | Framework approved by Board in Dec 2023 |
Performance Compensation
| Component | 2024 Grant Value | Instrument | Vesting/Metrics |
|---|---|---|---|
| Equity award (2024) | $46,546 | Stock options | The proxy does not specify director option vesting schedules or performance metrics; director equity appears time‑based with no disclosed performance-vesting criteria . |
- Options outstanding: As of December 31, 2024, Mr. Weinstein held 22,579 unexercised options .
- Compensation consultant: The Compensation Committee engaged StreeterWyatt Analytics in March 2025 to review and benchmark board compensation .
Other Directorships & Interlocks
| Counterparty | Weinstein Role | XWELL Director With Overlap | Nature of Interlock |
|---|---|---|---|
| Synaptogenix, Inc. | CFO | Bruce T. Bernstein | Bernstein serves on Synaptogenix’s board; Weinstein is CFO—external network tie that may influence information flow, not a related-party transaction at XWELL as disclosed . |
Expertise & Qualifications
- Financial expertise: Designated “audit committee financial expert” by XWELL Board .
- Credentials: MBA (University of Chicago), CPA (inactive), B.S. in Accounting (SUNY Albany) .
- Background: Public accounting, investment banking, healthcare PE, and multiple public-company CFO roles .
Equity Ownership
| Measure | Amount | As‑of Date | Detail |
|---|---|---|---|
| Total beneficial ownership (shares) | 159,457 | Record Date Nov 6, 2025 | Includes common and options exercisable within 60 days |
| Ownership (% of common outstanding) | 2.75% | Record Date Nov 6, 2025 | Based on 5,766,703 shares outstanding |
| Total voting power | 1.78% | Record Date Nov 6, 2025 | Includes voting rights context in table |
| Common shares (included above) | 107,407 | Record Date Nov 6, 2025 | Per footnote (11) |
| Vested options exercisable within 60 days (included above) | 52,050 | Record Date Nov 6, 2025 | Per footnote (11) |
| Unexercised options outstanding | 22,579 | Dec 31, 2024 | Year-end snapshot |
The proxy does not disclose any pledging or hedging by directors, nor stock ownership guidelines for directors or compliance status in the excerpted sections; no pledging is reported in the beneficial ownership disclosures .
Governance Assessment
- Strengths
- Chairs two key committees (Audit; Nominating & Corporate Governance), bringing CPA and CFO experience; designated “audit committee financial expert” .
- Independence affirmed; committee independence requirements satisfied; attendance exceeded 75% thresholds .
- No related‑party transactions reported since the beginning of the last fiscal year, mitigating conflict risk .
- Alignment and incentives
- 2024 pay is a balanced cash/equity mix (cash $60,000; options grant-date fair value $46,546), with ongoing equity exposure via options and 2.75% beneficial ownership, providing alignment despite limited size given company scale .
- Watch items
- External interlock via Synaptogenix where Mr. Weinstein is CFO and XWELL Chair Bruce Bernstein is a director—this may influence perspectives and information networks; while not a related party transaction, it is a network tie to monitor for independence of judgment .
- Board-level proposals (e.g., move to a classified board structure with staggered terms; reverse split; large potential share issuance approvals) represent broader shareholder rights and dilution considerations; though not specific to Mr. Weinstein, they are material governance context for XWELL investors .
No hedging/pledging policy, clawback specifics, or director stock ownership guidelines are disclosed in the cited sections; no say‑on‑pay vote outcomes are provided in the excerpts reviewed. All five 2024 directors attended the 2024 annual meeting of stockholders .
Committee & Meeting Reference Summary
- Board meetings: 15 in 2024; committees collectively 10 .
- Audit (Chair: Weinstein): 4 meetings .
- Compensation (Member: Weinstein): 2 meetings .
- Nominating & Corporate Governance (Chair: Weinstein): 1 meeting .
- Strategic Affairs (Member: Weinstein): 1 meeting .
Director Compensation Detail (2024)
| Name | Cash Fees ($) | RSUs ($) | Options ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| Robert Weinstein | 60,000 | – | 46,546 | – | 106,546 |
As of Dec 31, 2024, Mr. Weinstein held 22,579 unexercised options . The Board approved the director cash program effective Dec 11, 2023 (base $35,000; audit chair +$15,000; compensation chair +$10,000; investment committee member +$10,000) .