Business Context and Reporting Period
This Form 8-K was filed by XWELL, Inc. on June 28, 2023. The report discloses the appointment of a new Chief Financial Officer and the transition of the interim CFO back to a previous role.
Key Financial Metrics
This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation and personnel changes.
Material Changes
The primary material change is the appointment of Suzanne A. Scrabis as Chief Financial Officer, effective July 10, 2023. Concurrently, Omar Haynes will cease serving as Interim CFO and resume his role as Vice President of Treasury & Finance.
Compensation and Management Commentary
Ms. Scrabis's compensation package includes the following terms:
- Base Salary: $300,000 annually.
- Cash Bonus: Target of 50% of base salary ($150,000), with half guaranteed and not pro-rated for 2023.
- Long-Term Incentives: Eligibility for stock options valued up to 1.75 times annual base salary (pro-rated for 2023).
- Equity Grants:
- 75,000 non-qualified stock options at the closing price on the grant date.
- 100,000 restricted stock units vesting in four quarterly installments.
- Severance: In the event of termination for "Good Reason" or without "Cause," Ms. Scrabis is entitled to 50% of her base salary paid over six months, subject to a release of claims.
Ms. Scrabis brings experience as a former CFO of MAVERICK Technologies Holdings, LLC, and a Program Manager at Rockwell Automation.
Investor Verification Checklist
- Verify the effective date of the CFO transition (July 10, 2023).
- Review the full text of the Offer Letter (Exhibit 10.1) for complete definitions of "Good Reason" and "Cause."
- Confirm the vesting schedule details for the 100,000 restricted stock units.
- Monitor future filings for the impact of this leadership change on financial reporting and strategy.