OSW DEF 14A
ONESPAWORLD HOLDINGS Ltd (OSW)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Office Number 2, Pineapple Business Park, Airport Industrial Park, P.O. Box N-624
Nassau, Island of New Providence, Commonwealth of The Bahamas
April 24, 2025
Dear Fellow Shareholders:
It is my pleasure to invite you to attend the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of OneSpaWorld Holdings Limited, which will be held in the Library Room, located at The Island House, Mahogany Hill, Western Road, Nassau, Bahamas, on Monday, June 9, 2025 at 11:00 a.m., Eastern Daylight Time. The accompanying Notice of Annual Meeting of Shareholders and Proxy Statement describe the items of business that will be discussed and voted upon during the Annual Meeting. On or about April 24, 2025, we will mail the proxy materials to our shareholders of record.
On behalf of our Board of Directors, I want to thank you for your continued support and confidence in 2025.
Sincerely, |
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Leonard Fluxman Executive Chairman and Chief Executive Officer |
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Notice of 2025 Annual Meeting of Shareholders
to be Held on June 9, 2025
The 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of OneSpaWorld Holdings Limited (the “Company”), an international business company incorporated under the laws of the Commonwealth of The Bahamas, will be held in the Library Room, located at The Island House, Mahogany Hill, Western Road, Nassau, Bahamas, on Monday, June 9, 2025 at 11:00 a.m., Eastern Daylight Time.
Prior to the Annual Meeting, you will be able to vote at www.proxyvote.com for the purpose of considering and voting upon the following, which are more fully described in the attached Proxy Statement:
Our Board of Directors has determined that our shareholders of record at the close of business on April 16, 2025 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting.
Most shareholders have a choice of voting on the Internet, by phone or by mail. Please refer to your proxy card, voting instruction card or other voting instructions included with these proxy materials for information on the voting method(s) available to you. If your shares are held in the name of a brokerage firm, bank or other nominee of record, follow the voting instructions you receive from such holder of record to vote your shares. If you are not a shareholder of record but hold shares as a beneficial owner in street name, you may be required to provide proof of beneficial ownership, such as your most recent account statement as of the Record Date, a copy of the voting instruction form provided by your broker, bank, trustee, or nominee, or other similar evidence of ownership in order to attend the Annual Meeting.
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Sincerely, |
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Inga A. Fyodorova Corporate Secretary April 24, 2025 |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 9, 2025. The Proxy Statement and our Annual Report on Form 10-K for fiscal year 2024 (the “2024 Annual Report”) are available at the website appearing on your proxy card. The Proxy Statement, proxy card and the 2024 Annual Report will be mailed on or about April 24, 2025.
TABLE OF CONTENTS
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Proposal 3: Ratification of Independent Registered Public Accounting Firm |
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Review, Approval or Ratification of Transactions with Related Persons |
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PROXY STATEMENT
OneSpaWorld Holdings Limited
2025 Annual Meeting of Shareholders
to be Held on June 9, 2025
PROXY SUMMARY
This Proxy Statement is being furnished to you in connection with the solicitation of proxies by the Board of Directors (our “Board of Directors” or “Board”) of OneSpaWorld Holdings Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (the “Company,” “OneSpaWorld,” “OSW,” “we,” “us,” or “our”). This Proxy Statement addresses the items of business for the 2025 Annual Meeting of Shareholders of OneSpaWorld (the “Annual Meeting”) to be held in the Library Room, located at The Island House, Mahogany Hill, Western Road, Nassau, Bahamas, on Monday, June 9, 2025 at 11:00 a.m., Eastern Daylight Time, or any postponement or adjournment thereof. Prior to the Annual Meeting, you will be able to vote at www.proxyvote.com for the purpose of considering and voting upon the items of business for the Annual Meeting.
The Notice of Annual Meeting of Shareholders, this Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”), the proxy card and any accompanying proxy materials are being made available to shareholders on or about April 24, 2025.
For purposes of this Proxy Statement, “OSW Predecessor” is comprised of the net assets and operations of certain wholly-owned, majority-owned and indirect subsidiaries of Steiner Leisure, the former parent company of OneSpaWorld.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Proxy Statement includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The expectations of the Company may differ from its actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” or the negative or other variations thereof and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations with respect to the development, implementation and continuation of any of our programs, policies or initiatives, and other statements that are not historical facts. These statements are based on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, but are not limited to: the potential impact of outbreaks of illnesses on the industries in which the Company operates and the Company’s business, operations, results of operations and financial condition, including cash flows and liquidity; the demand for the Company’s services together with the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors or changes in the business environment in which the Company operates; changes in consumer preferences or the market for the Company’s services and products; changes in applicable laws or regulations; competition for the Company's services and the availability of competition for opportunities for expansion of the Company’s business; difficulties of managing growth profitably; the loss of one or more members of the Company’s management team; changes in the market for the products we offer for sale and other risks and uncertainties included from time to time in the Company’s reports (including all amendments to those reports) filed with the Securities and Exchange Commission (the “SEC”). The Company cautions that the foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this Proxy Statement.
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QUESTIONS AND ANSWERS
Proxy Materials
The Board is providing these proxy materials in connection with the 2025 Annual Meeting of Shareholders, which will be held in the Library Room, located at The Island House, Mahogany Hill, Western Road, Nassau, Bahamas, on Monday, June 9, 2025 at 11:00 a.m., Eastern Daylight Time. Since you owned OneSpaWorld voting common shares at the close of business on April 16, 2025 (the “Record Date”), you are invited to attend the Annual Meeting and requested to vote on the items of business described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your common shares. Instead, you may follow the instructions below to submit your proxy over the Internet, by telephone, or by mail.
An electronic copy of the proxy materials is available at www.proxyvote.com.
If you want to receive a paper or email copy of the proxy materials, you must request one. There is no charge for requesting a copy. However, please submit your request on or before May 21, 2025 to facilitate timely delivery. You may request a copy by choosing one of the following methods:
We are furnishing proxy materials to our shareholders primarily via the Internet, instead of mailing printed copies of materials to each shareholder. The Notice provides instructions on how to view proxy materials online. If you received a Notice by mail, you will not receive a paper or e-mail copy of proxy materials unless you request one. To request a printed or e-mail copy of proxy materials (free of charge), you should follow the instructions included in the Notice. Some shareholders, including shareholders who previously requested to receive paper copies of proxy materials, will receive paper copies of such materials instead of a Notice. In addition, shareholders who previously elected delivery of such materials electronically will receive a Notice by e-mail. Those shareholders should have received an e-mail containing a link to the website where the proxy materials are available and a link to the proxy voting website.
If you share an address with another shareholder, you may receive only one set of proxy materials unless you have provided contrary instructions. If you wish to receive a separate set of proxy materials, prior to May 21, 2025, please request an additional copy by (1) visiting www.proxyvote.com, (2) calling 1-800-690-6903 or (3) sending an email to [email protected]. A separate set of the proxy materials will be sent promptly following receipt of your request.
If you are a shareholder of record or a beneficial owner of shares and you wish to receive a separate set of proxy materials in the future, or if you have received multiple sets of proxy materials and would like to receive only one set of proxy materials in the future, please call your broker, bank or other agent and our investor relations department.
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Shareholders may also write to us at the address below to request a separate copy of the proxy materials:
OneSpaWorld Holdings Limited
c/o One Spa World LLC
770 South Dixie Highway, Suite 200
Coral Gables, Florida 33146
Attn: Inga A. Fyodorova, Corporate Secretary
OneSpaWorld is making this solicitation and will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and of soliciting any proxies. We do not use a third-party solicitor.
Our Board of Directors, officers and employees may also solicit proxies in person, by telephone or by electronic communication. They will not receive any additional compensation for these activities.
We will reimburse brokers, banks and other nominees, fiduciaries and custodians who nominally hold shares of our common shares as of the Record Date for the reasonable costs they incur furnishing proxy solicitation and other required Annual Meeting materials to street-name holders who beneficially own those shares on the Record Date.
Proposals To Be Voted On
The business items to be voted on at the Annual Meeting are:
Proposal 1. The election of each of Maryam Banikarim, Glenn J. Fusfield, Adam Hasiba, and Stephen W. Powell to serve as directors and to hold office for a one-year term expiring at the 2026 Annual Meeting;
Proposal 2. The approval, by an advisory vote, of the compensation of the Company’s named executive officers (the “Say-on-Pay Proposal”); and
Proposal 3. The ratification of the appointment of Ernst & Young LLP (“Ernst & Young”) to serve as our independent registered public accounting firm for the year ending December 31, 2025.
We are not aware of any other matters that will be brought before the shareholders for a vote at the Annual Meeting. If any other matters are properly presented for a vote, then the individuals named as proxies will have discretionary authority, to the extent permitted by law, to vote on such matters according to their best judgment.
Proposal 1. You may vote “FOR” or “WITHHOLD” in the election of any or all nominees for election as a director. If you vote “withhold” authority to vote with respect to one or more director nominees, your vote will have no effect on the election of such nominees. If your shares are held through a broker and you give the broker instructions, your shares will be voted as you direct. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is called a “broker non-vote.” Because the election of directors is not a “routine” or “discretionary” proposal under the applicable exchange rules, banks, brokers and other custodians will not have the authority to submit proxy cards on behalf of any beneficial owner from which it does not have instructions. Broker non-votes will have no effect on the election of the nominees.
Proposal 2. You may vote “FOR,” “AGAINST” or “ABSTAIN” on our non-binding advisory vote on named executive officer compensation. Abstentions will have the effect of a vote against this proposal. Broker non-votes will have no effect on the vote for this proposal.
Proposal 3. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the ratification of the appointment of our registered independent public accounting firm. Abstentions will have the effect of a vote against this proposal. If you are a beneficial owner and your shares are held by a broker, your broker has discretionary voting authority under
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applicable exchange rules to vote your shares on this proposal even if the broker does not receive voting instructions from you. Therefore, no broker non-votes are expected in connection with this proposal.
Our Board of Directors recommends that you vote your shares:
To conduct business at the Annual Meeting, a quorum must be established. Pursuant to our Third Amended and Restated Memorandum of Association and Second Amended and Restated Articles of Association (our “Articles”), a quorum is established by the presence, in person or by proxy, of holders of not less than fifty (50) percent of the votes of the shares or class or series of shares entitled to vote on resolutions of shareholders to be considered at the meeting. A shareholder shall be deemed to be present at a meeting of shareholders if such shareholder participates by telephone or other electronic means and all shareholders participating in the meeting are able to hear each other. If you submit a properly executed proxy card, even if you abstain from voting, you will be considered part of the quorum. Additionally, broker non-votes will be counted in determining whether there is a quorum. Our common shares have no cumulative voting rights.
Proposal |
Required Vote |
1. Election of the directors |
Plurality of the votes present in person or represented by proxy at the meeting and entitled to vote on the election of directors |
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2. Say-On-Pay |
Majority of the votes present in person or represented by proxy at the meeting and entitled to vote on the subject matter |
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3. Ratification of the appointment of the independent registered public accounting firm |
Majority of the votes present in person or represented by proxy at the meeting and entitled to vote on the subject matter |
In the election of directors, the affirmative vote of a plurality of the votes present in person or represented by proxy and entitled to vote on the election of directors is required. This means the director nominees receiving the greatest number of votes will be elected and withhold votes and broker non-votes will have no effect on the outcome of the vote.
For the non-binding advisory vote on Say-On-Pay the affirmative vote of a majority of the votes present in person or represented by proxy at the meeting and entitled to vote on such matter is required. Abstentions will have the effect of a vote against this proposal. Broker non-votes will have no effect on the outcome of this proposal. Although the results will not be binding on the Board, the Board will consider the results of the shareholder vote when making future decisions regarding executive compensation.
For the ratification of the appointment of the independent registered public accounting firm, the affirmative vote of a majority of the votes present in person or represented by proxy at the meeting and entitled to vote on such matter is required. Abstentions will have the effect of a vote against this proposal. No broker non-votes are expected in connection with this proposal.
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We expect to announce preliminary voting results at the Annual Meeting and to publish final results in a Current Report on Form 8-K that we will file with the SEC within four business days following the Annual Meeting. The report will be available on our website at www.onespaworld.com and on the SEC’s website at www.sec.gov.
How You Can Vote
You are entitled to one vote for each of our voting common shares that you owned at the close of business on the Record Date. You may vote all shares owned by you on the Record Date, including (1) shares held directly in your name as the shareholder of record and (2) shares held for you as the beneficial owner through a bank, broker or other nominee.
Summarized below are distinctions between shares held of record and shares owned beneficially.
Shareholder of Record
If your shares are registered directly in your name with our transfer agent, you are the shareholder of record of the shares. As the shareholder of record, you have the right to grant a proxy to vote your shares to representatives from the Company or to another person, or to vote your shares at the Annual Meeting, or any adjournment or postponement thereof. You have received a proxy card to use in voting your shares, which instructs you how to vote.
Beneficial Owner
If your shares are held through a bank, broker or other nominee, it is likely that they are registered in the name of the nominee and you are the beneficial owner of shares held in street name. As the beneficial owner of shares held for your account, you have the right to direct the registered holder to vote your shares as you instruct, and you also are invited to attend the Annual Meeting. Your bank, broker, plan trustee or other nominee has provided a voting instruction card for you to use in directing how your shares are to be voted.
For directions on how to vote, please refer to the following instructions and those included on your proxy or voting instruction card.
Voting by Mail
Shareholders may submit proxies by completing, signing and dating their proxy or voting instruction card and mailing it in the envelope provided. If you do not timely return your proxy card, your shares will not be voted unless you or your proxy holder attends the Annual Meeting and any adjournment or postponement thereof and votes.
Voting by Phone
Shareholders may vote by proxy by calling the toll-free number found on their proxy or voting instruction card.
Voting Online Prior to the Annual Meeting
Shareholders may vote by proxy by visiting www.proxyvote.com and following the instructions to create an electronic voting instruction form. The availability of online voting may depend on the voting procedures of the organization that holds your shares.
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Your shares will be voted as you specifically instruct on your online ballot or as you specifically instruct on your proxy or voting instruction card. If you sign and return your proxy or voting instruction card, or complete your online ballot, without giving specific instructions, your shares will be voted in accordance with the recommendations of our Board of Directors and in the discretion of the proxy holders on any other matters that properly come before the meeting.
The following shall apply in respect of co-ownership of shares:
If you do not provide timely instructions as to how your brokerage shares are to be voted, your broker will be prohibited from voting your shares on Proposal 1, Election of Directors and Proposal 2, Say-On-Pay. These “broker non-votes” will have no effect on determining the outcome of these proposals.
If you hold shares as the shareholder of record, your vote by proxy must be received before the polls close at the Annual Meeting and any adjournment or postponement thereof. Voting and Internet voting end at 11:59 p.m., Eastern Daylight Time, on June 8, 2025.
If you hold shares as a beneficial owner, please follow the voting instructions provided by your bank, broker or other nominee.
You may change or revoke your vote at any time prior to the vote at the Annual Meeting.
If you are a shareholder of record, you may change your vote by granting a new proxy bearing a later date (which automatically revokes the earlier proxy), by sending a written notice of revocation to the address in Question 23 prior to your shares being voted, or by attending the Annual Meeting. Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request.
For shares you hold as a beneficial owner, you may change your vote by timely submitting new voting instructions to your bank, broker or other nominee (which revokes your earlier instructions), or, if you have obtained a legal proxy from the nominee giving you the right to vote your shares, by attending the Annual Meeting.
Attending the Annual Meeting
Shareholders of record will be able to attend the Annual Meeting. The Annual Meeting will begin promptly at 11:00 a.m., Eastern Daylight Time, on Monday, June 9, 2025 in the Library Room, located at The Island House, Mahogany Hill, Western Road, Nassau, Bahamas.
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You may attend the Annual Meeting and any adjournment or postponement thereof only if you were a shareholder of record or a beneficial owner at the close of business on the Record Date, or you hold a valid proxy to vote at the Annual Meeting.
The Annual Meeting will be held in the Library Room, located at The Island House, Mahogany Hill, Western Road, Nassau, Bahamas, on Monday, June 9, 2025 at 11:00 a.m., Eastern Daylight Time.
Shareholder Proposals and Director Nominations
To be included in our proxy materials for next year’s annual meeting of shareholders, shareholder proposals must be received by our Corporate Secretary no later than December 25, 2025, and must be submitted to our Corporate Secretary at OneSpaWorld Holdings Limited, c/o One Spa World LLC, 770 South Dixie Highway, Suite 200, Coral Gables, Florida 33146.
Proposals that are not timely submitted by December 25, 2025, or are submitted to the incorrect address or other than to the attention of our Corporate Secretary will be considered untimely and may, at our discretion, be excluded from our proxy materials. Shareholder proponents must also meet the requirements of Rule 14a-8 of the Securities and Exchange Act, as amended (the “Exchange Act”), to be included in our proxy materials.
To comply with the requirements set forth in Rule 14a-19 of the Exchange Act, shareholders who intend to solicit proxies in support of director nominees other than the Board’s nominees must also provide written notice to the Corporate Secretary at the Company’s principal executive officers that sets forth all the information required by Rule 14a-19(b) of the Exchange Act.
Shareholders who wish to (1) submit director nominees for inclusion in our proxy materials for next year’s annual meeting of shareholders or (2) present other items of business at next year’s annual meeting of shareholders must give written notice of their intention to do so in accordance with the deadlines described below to our Corporate Secretary at the address set forth in Question 23 and must be present at such annual meeting. Any such notice also must include the information required by our Articles (which may be obtained as provided in Question 26).
Notice of director nominees, or for the presentation of other items of business, submitted must be received not less than 75 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting of shareholders. The period for the receipt from shareholders of any such notice for the 2026 annual meeting of shareholders is currently set to begin on February 4, 2026 and end on March 21, 2026. In the event that next year’s annual meeting of shareholders is called for on a date that is not within 30 days before the first anniversary of the Annual Meeting, or 60 days after the first anniversary of the Annual Meeting, refer to our Articles for further details on submission.
These above-mentioned notice requirements applicable under our advance notice provisions do not apply to shareholder proposals intended for inclusion in our proxy materials under Rule 14a-8 of the Exchange Act. The deadline for receiving such proposals is set forth in Question 23.
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Shareholders may recommend director candidates for consideration by the Nominating and Governance Committee of our Board of Directors by writing to our Corporate Secretary at the address set forth in Question 21. A recommendation must include (1) sufficient biographical and other information concerning the candidate and his or her qualifications to permit the committee to make an informed decision as to whether further consideration of the candidate would be warranted; (2) a representation that such shareholder (or a qualified representative of such shareholder) intends to appear in person or by proxy at the meeting to nominate the persons named in its notice; (3) a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected; and (4) and such other information as required by our Articles.
Obtaining Additional Information
Shareholders may obtain, without charge, a copy of our Articles, Code of Ethics and board committee charters by writing to us at the address indicated below. Our board committee charters are also available on our website at www.onespaworld.com/investor-relations.
OneSpaWorld Holdings Limited
c/o One Spa World LLC
770 South Dixie Highway, Suite 200
Coral Gables, Florida 33146
Attn: Inga A. Fyodorova, Corporate Secretary
If you are a shareholder of record and have questions concerning share certificates, dividend checks, ownership transfer or other matters relating to your share account, please contact Continental Stock Transfer & Trust Company, our transfer agent, at the following address or phone number:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor New York, New York 10004
Attn: Shareholder Services
Phone: 800-509-5586
Email: [email protected]
If you have questions about how to vote or direct a vote in respect of your common shares, you may contact us at (242) 322-2670 or [email protected].
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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial ownership of our voting common shares as of April 21, 2025 (unless otherwise indicated) by:
The beneficial ownership of our voting common shares, subject to the exclusions below, is based on 102,697,235 shares of voting common shares issued and outstanding as of April 21, 2025.
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options, warrants or other derivative securities that are currently exercisable or convertible or are exercisable or convertible within 60 days.
Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all of our common shares beneficially owned by them.
Name of Beneficial Owner(1) |
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Number of |
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% |
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Directors & Named Executive Officers: |
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Leonard Fluxman(2) |
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1,723,408 |
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1.6 |
% |
Maryam Banikarim |
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83,071 |
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* |
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Susan Bonner(3) |
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256,924 |
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* |
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Glenn J. Fusfield(4) |
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240,469 |
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* |
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Adam Hasiba |
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41,960 |
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* |
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Andrew R. Heyer(5) |
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1,023,773 |
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* |
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Stephen B. Lazarus |
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322,286 |
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* |
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Marc Magliacano |
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46,162 |
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* |
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Walter F. McLallen |
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170,917 |
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* |
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Lisa Myers |
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15,710 |
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* |
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Stephen W. Powell |
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120,694 |
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* |
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Jeffrey E. Stiefler(6) |
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183,000 |
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* |
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All current directors and officers as a group (11 persons) |
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3,971,450 |
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3.9 |
% |
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5% Shareholders: |
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Ariel Investments, LLC(7) |
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10,713,305 |
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10.4 |
% |
Blackrock, Inc.(8) |
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6,866,714 |
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6.7 |
% |
Select Equity Group, L.P.(9) |
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5,165,163 |
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5.0 |
% |
* Indicates percentage of less than one percent.
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10
PROPOSALS TO BE VOTED ON
Proposal 1: Election of Directors
Our Board of Directors currently has ten members and is divided into three classes, designated Class A, Class B, and Class C. On April 23, 2025, our Board approved an amendment to our Articles to declassify the Board beginning with the 2025 Annual Meeting of Shareholders and provide for the annual election of all directors phased in over a three-year period. The amendment did not change the unexpired three-year terms of directors elected prior to the effectiveness of the amendment, including the directors elected at the 2024 Annual Meeting of Shareholders. In accordance with this phase-in period, the nominees listed below and at each subsequent annual meeting are being proposed for election to one-year terms. As a result, our Board will be fully declassified following our 2027 Annual Meeting of Shareholders.
Our Board of Directors recognizes the importance of diversity and strives to achieve an effective combination of experience and institutional knowledge and fresh and diverse perspectives to enhance its ability to further shareholder interests. We believe that our Board represents a broad spectrum of professional experience while balancing independence and tenure. We continue to evaluate our board composition on an ongoing basis.
There are four nominees for election to the Board this year. Our Nominating and Governance Committee, consisting solely of independent directors, has recommended, and our Board of Directors has nominated, Maryam Banikarim, Glenn J. Fusfield, Adam Hasiba and Stephen W. Powell for re-election as directors for one-year terms expiring at the 2026 Annual Meeting.
Information regarding our directors and nominees, including information they have furnished as to their principal occupations, certain other directorships they hold, or have held, and their ages as of the date hereof is set forth below. There are currently no family relationships among any directors, director nominees or executive officers. In addition, except as described below, no nominee subject to election has any arrangement or understanding with another person under which he or she was or is to be selected as a director or nominee.
We do not know of any reason why any nominee would be unable to serve as a director. If any nominee is unable to serve, the shares represented by all valid proxies will be voted for the election of such other person as the Board of Directors may nominate.
11
The graphic below provides a snapshot of the skills possessed by our Board of Directors:
12
Our Director Nominees
THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” THE ELECTION
OF EACH OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.
Maryam Banikarim
Age: 56 Title: Director
Director since: May |
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Ms. Banikarim has served on our Board since May 2019. Ms. Banikarim does not currently serve on the board of directors of any other publicly traded companies. Ms. Banikarim is currently working in an advisory capacity with the nonprofit group Partnership for New York City. She previously worked at Nextdoor, Hyatt Hotels Corp. as EVP & Global Chief Marketing Officer from 2015 to 2018, at Gannett Co., Inc. as SVP & Chief Marketing Officer from 2011 to 2015, at NBCUniversal Media, LLC as SVP of Integrated Sales Marketing from 2009 to 2011 and at Univision Communications as Chief Marketing Officer from 2002 to 2009. Ms. Banikarim is the co-founder of NYCNext, and currently serves on the board of Reporters without Borders and the Mobile Marketing Association. She is an advisor to Brand 50, Strawberry Frog, and Cove Hill Partners and a member of Fast Company’s Impact Council, Adweek’s Women Trailblazers, and the TIME100 Advisory board. Ms. Banikarim earned a Bachelor of Arts degree in political science from Barnard College and an MBA and a Master of International Affairs in National Security from Columbia University.
We believe Ms. Banikarim is qualified to serve as a director due to her extensive experience and leadership in marketing. |
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Glenn J. Fusfield
Age: 62 Title: Director
Director since: March |
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Mr. Fusfield previously served as our Chief Executive Officer from 2019 through March 2021. He served as President and Chief Executive Officer of OSW Predecessor beginning in July 2016, as President and Chief Operating Officer from April 2007 until July 2016, and as Chief Operating Officer from October 2002 until April 2007. From January 2001 until April 2007, Mr. Fusfield served as Steiner Leisure’s Chief Operating Officer. Mr. Fusfield joined OSW Predecessor in November 2000 as Senior Vice President, Group Operations. Prior to joining OSW Predecessor, Mr. Fusfield was with Carnival Cruise Lines for 12 years, serving as Director, Hotel Operations, for Carnival from January 1995 until December 1998, and Vice President, Hotel Operations, from January 1999 to October 2000. Mr. Fusfield earned a B.A. from the University of Denver School of Hotel Management.
We believe Mr. Fusfield is qualified to serve as a director due to his extensive operational expertise and management experience in the cruise industry. |
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Adam Hasiba
Age: 41 Title: Director
Director since: June |
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Mr. Hasiba serves on our Board. Mr. Hasiba joined the Board in June 2020. Mr. Hasiba is currently a Managing Director at L Catterton, where he also worked from 2014 to 2022. At L Catterton, Mr. Hasiba invests in consumer-focused brands and provides those investments with operational, financial, and strategic support. Prior to rejoining L Catterton, Mr. Hasiba was the Chief Financial Officer at Ideal Image, the #1 Aesthetics Brand in North America. Prior to his initial employment at L Catterton, Mr. Hasiba was the Director of Strategy at Ferrara Candy Company where he led a business transformation program spanning the marketing, sales, and supply chain functions. Prior to Ferrara, Mr. Hasiba spent several years at McKinsey where he was a member of the consumer-packaged goods & retail practice where he focused on global assignments in supply chain, retail, finance, and business process optimization. Mr. Hasiba graduated cum laude from Northwestern University with a B.S. in Electrical Engineering and graduated cum laude from Loyola University at Chicago with a B.S. in Physics. He also received an M.B.A from the Harvard Business School.
We believe Mr. Hasiba is qualified to serve as a director due to his extensive leadership, supply chain, retail, finance and business optimization experience. |
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Stephen W. Powell
Age: 66 Title: Director
Director since: March |
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Mr. Powell’s experience spans private capital investment, investment banking, corporate operating, corporate governance and public accounting roles. Mr. Powell currently invests in and advises private companies focusing on health and wellness, fitness, nutrition, personal care services and consumer technology sectors. He also serves on the board of directors and as a member of the audit committee of Massage Envy Holdings. Previously, he served as a member of the boards of directors of Haymaker Acquisition Corp. III, Haymaker Acquisition Corp. II, Atkins Nutritionals, and several private equity backed companies. Mr. Powell served as a managing director of Prospect Capital Corporation from 2015 to 2017, and as a senior advisor to private equity firms Roark Capital Group from 2012 to 2015 and Catterton Partners from 2009 to 2011. From 2006 to 2008, Mr. Powell co-led the capitalization, acquisitions, merger, operations and sale of a salon and spa services, specialty retail, franchising and direct marketing business. From 2001 to 2006, Mr. Powell was head of Consumer Investment Banking for RBC Capital Markets, where he advised private and public companies on capital raising, merger, acquisition and sale initiatives. Previously, Mr. Powell held investment banking positions with Prudential Securities, Wheat First Securities, L.F. Rothschild & Co. and Merrill Lynch Capital Markets. Mr. Powell began his career as a certified public accountant in the emerging growth companies group of Arthur Andersen & Co. Mr. Powell earned a B.S. in Commerce with a concentration in Accounting and an M.B.A. degree from the University of Virginia.
We believe Mr. Powell is qualified to serve as a director due to his broad experience analyzing, evaluating and advising corporate clients and investee companies, including companies with elements of comparability to the Company, and his board of directors and audit committee experience. |
THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES NAMED IN THIS PROXY STATEMENT
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Our Class A Directors (serving until our 2026 annual meeting of shareholders)
Andrew R. Heyer
Age: 67 Title: Director Director since: March 2019 |
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Mr. Heyer is a finance professional with over 40 years of experience investing in the consumer and consumer-related products and services industries, as well as a senior banker in leveraged finance, during which time his clients included many large private equity firms. Mr. Heyer has deployed in excess of 1 billion of capital over that time frame and has guided several public and private companies as a member of their board of directors. Currently, Mr. Heyer is the Chief Executive Officer and Founder of Mistral Equity Partners, a private equity fund manager founded in 2007 that invests in the consumer industry. He also serves on the boards of Biote Corp. (NASDAQ: BTMD), a position has held since May 2022; Arko Corp. (NASDAQ: ARKO), a position he has held since December 2020; and The Lovesac Company (NASDAQ: LOVE), a position he has held since 2010. Prior to founding Mistral in 2007, from 2000 to 2007, Mr. Heyer served as a Founding Managing Partner of Trimaran Capital Partners, a 1.3 billion private equity fund. Mr. Heyer was formerly a vice chairman of CIBC World Markets Corp. and a co-head of the CIBC Argosy Merchant Banking Funds from 1995 to 2001. Prior to joining CIBC World Markets Corp. in 1995, Mr. Heyer was a founder and Managing Director of The Argosy Group L.P. from 1990 to 1995. Before Argosy, from 1984 to 1990, Mr. Heyer was a Managing Director at Drexel Burnham Lambert Incorporated, and, prior to that, he worked at Shearson/American Express. Mr. Heyer also serves on the board of several private companies, including Worldwise, a pet accessories business, from 2011 to the present. Mr. Heyer received his B.Sc. and M.B.A. from the Wharton School of the University of Pennsylvania, graduating magna cum laude.
We believe Mr. Heyer is qualified to serve as a director due to his extensive finance, investment and operations experience, particularly in the consumer and consumer-related products and services industries. |
15
Leonard Fluxman
Age: 67 Title: Executive Chairman Director since: March |
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Mr. Fluxman is our Executive Chairman and Chief Executive Officer since March 2021, and previously served as our President from 2021 through March 2025 and our Executive Chairman from 2019 through March 2021. Mr. Fluxman served as the President and Chief Executive Officer of Steiner Leisure from January 2001 through March 2019 and as a director from November 1995 through March 2019. Mr. Fluxman served as President and Chief Operating Officer of Steiner Leisure from January 1999 through December 2000. From November 1995 through December 1998, Mr. Fluxman served as Chief Operating Officer and Chief Financial Officer of Steiner Leisure. Mr. Fluxman joined Steiner Leisure in June 1994 in connection with Steiner Leisure’s acquisition of Coiffeur Transocean (Overseas), Inc. (“CTO”), which operated a business similar to that of OSW Predecessor. Mr. Fluxman served as CTO’s Vice President—Finance from January 1990 until June 1994 and as its Chief Operating Officer from June 1994 until November 1996. Mr. Fluxman, a certified public accountant, was employed by Laventhol and Horwath from 1986 to 1989, during a portion of which period he served as a manager. Mr. Fluxman earned a Bachelor of Commerce from the University of Witwatersrand and a degree of Honors Bachelor of Accounting Science from the University of South Africa.
We believe Mr. Fluxman is qualified to serve as a director due to his prior leadership roles and operations experience, particularly in the consumer and consumer-related products and services industries. |
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Lisa Myers
Age: 57 Title: Director Director since: June |
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Lisa Myers is the co-founder and managing partner of Clerisy, a global private equity fund focused on identifying and investing in businesses which are innovating in evolving categories within the consumer and consumer technology industries. Clerisy is dedicated to helping extraordinary entrepreneurs build sustainable competitive advantages and profitable business models.
Until establishing Clerisy, Ms. Myers was a partner at L Catterton, a consumer-focused private equity firm with approximately $37 billion of equity capital under management across nine fund strategies in 17 offices worldwide. Prior to joining L Catterton, Ms. Myers spent 19 years with Franklin Templeton where she was an Executive Vice-president and lead portfolio manager in Templeton’s Global Equity Group which managed more than $125 billion in assets. Ms. Myers managed some of Templeton’s flagship global equity funds and global asset allocation funds, as well as institutional separate accounts with international and global mandates. She was also the coordinator of Templeton’s global consumer research. During Ms. Myers’ leadership in consumer research, Templeton held notable positions in companies which developed into some of the world’s leading brands and retail/consumer businesses. Ms. Myers’ success partnering with global management teams while at Templeton provided the catalyst for her to transition into private investing by joining BTG Pactual as Co-Head of Global Partnership Investing before joining L Catterton.
In 2021, Ms. Myers served as the president of Aspirational Consumer Lifestyle Corp., a SPAC, which completed a NYSE listing of Wheels UP, one of the leading companies in private aviation.
Ms. Myers holds Board positions on several private companies and has previously held Board roles on public companies. Before entering the investment management industry, Ms. Myers practiced law with Willkie, Farr & Gallagher in New York City. Ms. Myers earned her B.A. from the University of Pennsylvania and was awarded her J.D. from Georgetown University.
Passionate about helping and mentoring women, Ms. Myers formerly served on the Board of Women’s World Banking, a global organization which provides micro-finance to women in emerging markets, and serves on the Board of Wharton Private Equity and Venture Capital Alumni Association. Ms. Myers also co-founded YESI, a sports outreach program for underserved children in The Bahamas, where she currently resides and raised her family. Ms. Myers is a CFA charter holder and a member of the CFA Institute.
We believe Ms. Myers is qualified to serve as a director due to her extensive finance, global business and public company board experience. |
17
Our Class B Directors (serving until our 2027 annual meeting of shareholders)
Marc Magliacano
Age: 50 Title: Director
Director since: March |
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Mr. Magliacano joined the board of Steiner Leisure, the former parent company of OneSpaWorld, in December 2015. Mr. Magliacano currently serves as a Managing Partner for L Catterton’s Flagship Buyout Fund. L Catterton is a consumer-focused private equity firm with approximately $37 billion of equity capital under management across nine fund strategies in 17 offices worldwide. Mr. Magliacano has been a senior investment professional at L Catterton since May 2006. Prior to joining L Catterton, from 1999 to 2006, Mr. Magliacano was a Principal at North Castle Partners, a private equity firm focused on making consumer growth investments that benefit from healthy living and aging trends. While at North Castle, Mr. Magliacano originated and executed investments in the consumer health and wellness sectors. Prior to joining North Castle, Mr. Magliacano worked at NMS Capital, the merchant bank of NationsBanc Montgomery Securities, making growth investments in early-stage consumer and retail businesses. Mr. Magliacano has served on the boards of directors of a variety of private and public companies, including Restoration Hardware and Leslie’s Pool Supplies. Mr. Magliacano received a BS in Economics from the University of Pennsylvania’s Wharton School of Business with dual degrees in Finance and Operations and Information Management and received an MBA from Columbia Business School.
We believe Mr. Magliacano is qualified to serve as a director due to his prior experience on a variety of private and public company boards |
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Walter F. McLallen
Age: 59 Title: Director
Director since: March |
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Mr. McLallen is a finance professional with over 35 years of investment banking, corporate finance advisory, capital markets and financial experience. Mr. McLallen has been the Managing Member of Meritage Capital Advisors, an advisory boutique firm focused on debt and private equity transaction origination, structuring and consulting since 2004. Mr. McLallen has extensive board and organizational experience and has served as a director, Chairman or Vice Chairman on numerous corporate and non-profit boards and committees, with a significant historical focus on consumer products related companies. Mr. McLallen has served as a director of The LoveSac Company (NASDAQ: LOVE), a direct to consumer specialty furniture brand supporting an e-commerce model, since June 2019; as well as a director of private companies, including Timeless Wine Company, the producer of consumer luxury wine brands Silver Oak, Twomey and OVID, since August 2016; Worldwise, a consumer branded pet products company, since April 2016; adMarketplace, a search engine advertiser, since 2012; Classic Brands, an e-commerce marketer of mattresses and related products, since August 2018; Dutchland Plastics, a roto-molding plastics manufacturer, since January 2017; Frontier Dermatology, a physician practice platform since January 2019; and Genus Oncology, an early-stage biotechnology company, since 2015. Mr. McLallen is also a founder and Co-Chairman of Tomahawk Strategic Solutions, a law enforcement and corporate training and risk management company, since 2014. From 2006 to 2015, Mr. McLallen was the Vice Chairman of Remington Outdoor Company, an outdoor consumer platform he co-founded with a major investment firm. Mr. McLallen was formerly with CIBC World Markets from 1995 to 2004, during which time he was a Managing Director, head of Debt Capital Markets and head of High Yield Distribution. Mr. McLallen started his career in the Mergers & Acquisitions Department of Drexel Burnham Lambert and was a founding member of The Argosy Group L.P. in 1990. Mr. McLallen received a B.A. with a double major in Economics and Finance from the University of Illinois at Urbana-Champaign.
We believe Mr. McLallen is qualified to serve as a director due to his extensive consumer, operational and board experience, as well as his background in finance. |
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Jeffrey E. Stiefler
Age: 78 Title: Director
Director since: March |
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Mr. Stiefler has spent a long career leading a wide range of consumer and business services companies across multiple industry sectors, including financial services, financial technology, real estate, advertising, computer software and services, private equity, and internet start-ups. Mr. Stiefler served as a director and non-executive chairperson of the board of directors of Worldpay, Inc. (formerly known as Vantiv Holding, LLC) from August 2010 until its initial public offering in March 2012, served as its chairman from March 2012 to January 2018, and then director until WorldPay was acquired by FIS in June 2019, at which point Mr. Stiefler became Lead Independent Director of the combined firm. Mr. Stiefler previously served on the boards of directors of LPL Financial Corporation and VeriFone Systems, Inc., as Lead Director of Taleo Corporation, Inc. prior to its acquisition by Oracle Corporation in April 2012, and Lead Director of Square Trade prior to its acquisition by Allstate in 2017. Mr. Stiefler was the Chairman, President and CEO of Digital Insight from August 2003 until the company’s acquisition by Intuit in February 2007. Prior to Digital Insight, Mr. Stiefler worked with several private equity firms as an operating advisor and held a variety of positions at American Express, including President and Director of the company, and President and CEO of American Express Financial Advisors. Mr. Stiefler received a B.A. from Williams College and an M.B.A. from Harvard Business School.
We believe Mr. Stiefler is qualified to serve as director due to his extensive strategic, operations, financial and leadership experiences at both the company and board levels. |
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Proposal 2: Say-On-Pay
We are asking shareholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in the “Compensation Discussion and Analysis” section of this Proxy Statement and the related compensation tables and narrative. This item is being presented pursuant to Section 14A of the Exchange Act. Although this advisory vote is not binding, the Compensation Committee will consider the voting results when evaluating our executive compensation program.
Our executive compensation program is designed to support our long-term success and reflect our pay-for-performance culture. We have a strong belief in promoting a pay-for-performance culture, and, accordingly, as described in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Compensation Committee has structured an executive compensation program that is competitive, rewards achievement of our business objectives, and aligns the interests of our executive officers, including our Named Executive Officers, with those of our shareholders. Our executive compensation program is designed to recruit and retain as executive officers individuals with the highest capabilities and capacities to develop, grow, and manage our business, and to align their compensation with our Company’s short-term and long-term goals.
You are being asked to approve the following resolution at the Annual Meeting:
RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the description of our compensation program, compensation tables and narrative discussion, is hereby APPROVED.
THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL, ON AN ADVISORY BASIS, OF
THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS
DESCRIBED IN THIS PROXY STATEMENT.
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Proposal 3: Ratification of Independent Registered Public Accounting Firm
The members of our Audit Committee and our Board of Directors believe the continued retention of Ernst & Young as our independent registered public accounting firm for the year ending December 31, 2025 is in our best interest. We anticipate that representatives of Ernst & Young will be present at the Annual Meeting, and it is expected that they will have an opportunity to make a statement regarding their services and will be available to respond to questions. Our Board of Directors does not know of any direct or indirect financial interest of Ernst & Young in the Company. Ratification requires the receipt of “FOR” votes constituting a majority of the votes cast on the proposal at the Annual Meeting, assuming a quorum is present.
Ernst & Young served as the Company’s independent registered public accounting firm for the fiscal years ended December 31, 2024 and 2023.
Principal Accountant Fees and Services
The following table sets forth the fees paid to Ernst & Young that were incurred by the Company and paid by the Company in fiscal years 2024 and 2023.
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Year Ended December 31, |
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2024 |
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2023 |
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Audit Fees(1) |
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$ |
2,251,337 |
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$ |
2,327,913 |
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Audit-Related Fees(2) |
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— |
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170,000 |
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Tax Fees(3) |
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1,871 |
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1,758 |
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All Other Fees(4) |
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— |
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— |
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Total Fees |
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$ |
2,253,208 |
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$ |
2,499,671 |
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Audit Committee Pre-Approval Policies and Procedures
Our Audit Committee has adopted a policy and related procedures requiring its pre-approval of all audit and non-audit services to be rendered by Ernst & Young. These policies and procedures are intended to ensure that the provision of such services does not impair Ernst & Young’s independence. These services may include audit services, audit-related services, tax services and other services. The policy provides for the annual establishment of fee limits for various types of audit services, audit-related services, tax services and other services, within which the services are deemed to be pre-approved by our Audit Committee. Ernst & Young is required to provide our Audit Committee with back-up information with respect to the performance of such services.
Our Audit Committee has delegated to its chair the authority to pre-approve services, up to a specified fee limit, to be rendered by Ernst & Young and requires that the chair report to our Audit Committee any pre-approval decisions made by the chair at the next scheduled meeting of our Audit Committee.
All services performed by Ernst & Young for the Company were pre-approved by our Audit Committee.
THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” PROPOSAL 3.
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Audit Committee Report
The Audit Committee reports to the Board of Directors by providing oversight of (1) the integrity of our financial statements, (2) the effectiveness of the Company’s internal controls over financial reporting, (3) our compliance with legal and regulatory requirements, (4) the independent registered public accounting firm’s performance, qualifications and independence and (5) the responsibilities, performance, budget and staffing of our internal audit function. The Audit Committee is comprised of five directors, all of whom meet the standards of independence adopted by the SEC and Nasdaq.
In performing our Audit Committee oversight responsibilities, we have reviewed and discussed our audited financial statements for the year ended December 31, 2024, with management and with representatives of Ernst & Young, our independent registered public accounting firm.
The Audit Committee also discussed with Ernst & Young matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has received from Ernst & Young the written disclosures and the letter required by applicable requirements of the PCAOB regarding the Company’s independent registered public accounting firm’s communication with the Audit Committee concerning independence, and the Audit Committee has discussed the independence of Ernst & Young with representatives of such firm. The Audit Committee is satisfied that the non-audit services provided to us by Ernst & Young are compatible with maintaining its independence.
Management is responsible for our system of internal controls and the financial reporting process. Ernst & Young is responsible for performing an audit of the financial statements in accordance with the standards of the PCAOB and issuing a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.
Based on the reviews and discussions referred to in this Audit Committee Report, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
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Walter F. McLallen, Chair Glenn Fusfield Adam Hasiba Andrew R. Heyer Stephen W. Powell |
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CORPORATE GOVERNANCE
Strong corporate governance is an integral part of our core values. The Company’s business and affairs are managed by our Board of Directors, which may exercise all such powers of the Company as are not by our Articles required to be exercised by our shareholders. Our Board of Directors establishes Company policies and oversees our performance, our executive officers and other members of our management team to whom our Board of Directors has delegated authority to manage day-to-day business operations.
On April 23, 2025, our Board approved an amendment to our Articles to declassify the Board beginning at the 2025 Annual Meeting of Shareholders so that, as existing class terms expire, directors are elected for a one-year term. The amendment did not change the unexpired three-year terms of directors elected prior to the effectiveness of the amendment, including the directors elected at the 2024 Annual Meeting of Shareholders. The Board will be fully declassified beginning at the 2027 Annual Meeting of Shareholders, when the term of the last elected class of directors has expired.
The following table sets forth the director class, name, age as of April 24, 2025, and other information for each member of our Board:
Board of Directors (as of the date hereof)
Director/Nominee
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Age
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Class
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Audit
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Compensation
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Nominating and
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Leonard Fluxman* |
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67 |
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A |
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Andrew R. Heyer |
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67 |
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A |
|
✓ |
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Lisa Myers |
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57 |
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A |
|
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✓ |
Marc Magliacano |
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50 |
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B |
|
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✓ |
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Walter F. McLallen† |
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59 |
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B |
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✓* |
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✓ |
Jeffrey E. Stiefler |
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78 |
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B |
|
|
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✓ |
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✓* |
Maryam Banikarim |
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56 |
|
C |
|
|
|
|
|
✓ |
Glenn J. Fusfield |
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62 |
|
C |
|
✓ |
|
|
|
|
Adam Hasiba |
|
41 |
|
C |
|
✓ |
|
|
|
|
Stephen W. Powell |
|
66 |
|
C |
|
✓ |
|
✓* |
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* Indicates chairperson.
† Indicates audit committee financial expert.
Leadership Structure
Our Board of Directors is responsible for establishing and maintaining an effective leadership structure for the Company. Our Board of Directors has not mandated a particular leadership structure and maintains the flexibility to determine on an individual basis whether the positions of Chief Executive Officer and Executive Chairman of the board (the “Chairman of the Board”) should be combined or separated. This flexibility allows our Board of Directors to organize its functions and conduct its business in a manner it deems most effective based on the current circumstances. As of April 24, 2025, Leonard Fluxman serves as Executive Chairman, Chief Executive Officer and Director. Together, Mr. Fluxman and Stephen B. Lazarus (our President, Chief Financial Officer and Chief Operating Officer) lead a senior management team with over 150 years of combined industry experience.
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The Board believes that having Mr. Fluxman serve as both Chairman and Chief Executive Officer is the most effective leadership structure for the Company at this time. Mr. Fluxman has over 30 years of leadership and operations experience, including over 25 years of experience in the consumer and consumer-related products and services industry. Mr. Fluxman served as Chief Executive Officer of Steiner Leisure and OSW Predecessor from January 2001 to March 2019, Executive Chairman of the Company from March 2019 to March 2021, and Chairman and Chief Executive Officer of the Company since March 2021. Based on Mr. Fluxman’s direct and highly relevant experience, the Company’s performance under his leadership and the Board’s engagement with Mr. Fluxman since March 2019, the Board believes that Mr. Fluxman is uniquely well positioned to serve as both Chairman and Chief Executive Officer of the Company and lead the Company's business, operations and strategy in such capacity at this time.
The combination of Chairman and Chief Executive Officer roles at this time enables consistent communication and coordination with our team members throughout the Company and with our Board of Directors, and effective and efficient implementation of our business strategies. The combination of the Chief Executive Officer and Chairman roles is balanced by our Lead Independent Director position, by the independence of all of our other directors, the combination of whom has significant experience in leadership roles at public companies, other large, complex organizations, and companies in industry sectors relevant to the Company, and by the three principal committees of the Board, each of which consists solely of independent directors.
Stephen W. Powell is our designated Lead Independent Director. As Lead Independent Director, Mr. Powell serves as a liaison between the Company’s management and the non-executive directors, and has responsibilities relating to the general operation and processes of the Board, including ensuring that directors receive information necessary for the performance of their duties, ensuring that the Board and its committees have sufficient time for deliberation and decision-making, overseeing the annual Board review and self-evaluation, and ensuring that directors receive sufficient education and training.
Phase-out of Classified Board Structure
We are in the process of declassifying our Board over a three-year phase-in period. Pursuant to the Articles, the phase-in will have the following effects:
Board of Directors Committees
Our Board of Directors has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. Members serve on these committees until their successors are duly elected and qualified or until their earlier resignation, removal or death. Our Board of Directors may establish other committees as it deems necessary or appropriate.
Our standing committee charters and Code of Ethics are posted on our website at www.onespaworld.com/investor-relations. Paper copies may be obtained upon request by writing to us: One Spa World Holdings Limited c/o One Spa World LLC, 770 South Dixie Highway, Suite 200, Coral Gables, Florida, 33146, Attention: Inga A. Fyodorova, Corporate Secretary.
Audit Committee
At least annually, our Audit Committee reviews and assesses its charter and its performance under the charter. In addition, our Audit Committee has, among others, the following authority and responsibilities:
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Our Audit Committee charter requires that each of the members of our Audit Committee is independent, as defined under SEC rules and the Nasdaq Listing Rules, and that each member is able to read and understand fundamental financial statements, including balance sheet, income statement, statement of equity and statement of cash flows. Additionally, at least one member of our Audit Committee will have past employment experience in finance or accounting, professional certification in accounting, or other comparable experience or background resulting in the individual being financially sophisticated, which may include being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities, and at least one member of the Committee must be an audit committee financial expert. The authority and responsibilities of our Audit Committee are described in greater detail in our Audit Committee charter, available on our website at www.onespaworld.com/investor-relations.
Our Audit Committee consists of Mr. McLallen (chairperson), Mr. Fusfield, Mr. Hasiba, Mr. Heyer and Mr. Powell. Mr. McLallen qualifies as an “audit committee financial expert” as that term is defined by the applicable SEC regulations and has employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background as required by the Nasdaq Listing Rules. Each of our Audit Committee members is “financially literate” as that term is defined by the Nasdaq Listing Rules and our Board of Directors has determined that each is independent pursuant to applicable SEC regulations and the Nasdaq Listing Rules. Our Audit Committee held eight meetings during the fiscal year ended December 31, 2024.
Compensation Committee
Our Compensation Committee has the responsibility and authority to supervise and review the affairs of the Company as they relate to the compensation and benefits of our Chief Executive Officer, Chief Financial Officer and Chief Operating Officer and our Board of Directors. In carrying out these responsibilities, our Compensation Committee reviews all components of executive officer and director compensation for consistency with the Company’s compensation philosophy, as in effect from time to time, and with the interests of our shareholders. Notwithstanding the foregoing, our Board of Directors, at the recommendation of our Compensation Committee, is solely responsible for determining the compensation of our Board of Directors. The responsibilities and activities of our Compensation Committee are described in greater detail in the Compensation Committee charter, available on our website at www.onespaworld.com/investor-relations.
In addition, our Compensation Committee has, among others, the following authority and responsibilities:
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Our Compensation Committee meets as often as it deems necessary to fulfill its responsibilities, but not less frequently than four times each year. Our Compensation Committee may request that any employee of the Company attend any of its meetings or meet with any Compensation Committee member or any consultant or advisor to the Compensation Committee. Our Compensation Committee will meet at least annually with the Company’s Chief Executive Officer and such other senior executives of the Company as the Committee deems appropriate; provided, however, that the Chief Executive Officer may not be present during deliberations or voting regarding his or her compensation. They will also meet periodically in executive session without the presence of management.
Our Compensation Committee charter requires that each of the members of our Compensation Committee is independent and satisfies the requirements of Rule 10C-1 under the Exchange Act, and the Nasdaq Listing Rules. A director cannot serve on our Compensation Committee if any executive officer of the Company serves on the Board of Directors of an entity that employs such director as an executive officer.
Our Compensation Committee consists of Mr. Powell (chairperson), Mr. Magliacano and Mr. Stiefler. All members of the Compensation Committee are independent as defined by the applicable standards of the SEC and the Nasdaq Stock Market. Each member of our Compensation Committee is a “non-employee” director as defined under Section 16 of the Exchange Act. Our Compensation Committee held five meetings during the fiscal year ended December 31, 2024.
Nominating and Governance Committee
Our Nominating and Governance Committee is responsible for (i) identifying individuals qualified to become members of our Board of Directors; (ii) selecting, or recommending to our Board of Directors, director nominees for each election of directors; (iii) developing and recommending to our Board of Directors criteria for selecting qualified director candidates; (iv) considering committee member qualifications, appointment and removal; (v) recommending a code of conduct applicable to the Company; and (vi) providing oversight in the evaluation of our Board of Directors and each committee. The responsibilities and activities of our Nominating and Governance Committee are described in greater detail in the Nominating and Governance Committee charter, available on our website at www.onespaworld.com/investor-relations.
Our Nominating and Governance Committee meets as often as it deems necessary or appropriate to fulfill its responsibilities, and at least once during each fiscal year. Our Nominating and Governance Committee may meet with management and individual directors at such time as it deems appropriate to discuss any matters.
Our Nominating and Governance Committee consists of Mr. Stiefler (chairperson), Ms. Banikarim, Mr. McLallen and Ms. Myers. All members of our Nominating and Governance Committee are independent as defined by the applicable standards of the SEC and the Nasdaq Stock Market. Our Nominating and Governance Committee held five meetings during the fiscal year ended December 31, 2024.
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Nominating Functions
To fulfill its responsibilities and duties in connection with its nominating functions, our Nominating and Governance Committee, among other things:
Corporate Governance
To fulfill its responsibilities and duties in connection with its corporate governance functions, our Nominating and Governance Committee, among other things:
Board and Workforce Diversity
We do not have a formal policy on diversity. Our Nominating and Governance Committee is committed to seeking members from various professional backgrounds who combine a broad spectrum of experience and expertise with a reputation for the highest personal and professional integrity. Our Nominating and Governance Committee reviews and monitors the Company’s policies, programs and initiatives for sustainability, including employee diversity and inclusion, and provides guidance to our Board of Directors on such matters.
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Shareholder Nominations
Our Nominating and Governance Committee considers and evaluates any candidate who is properly recommended by shareholders or identified by members of our Board of Directors.
A shareholder’s written nomination notice to the Corporate Secretary of the Company must set forth as to each matter the shareholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting, and the reasons for conducting such business at such annual meeting, (b) the name and address, as they appear on the Company’s books, of the shareholder proposing such business, (c) the class and number of shares of the Company which are beneficially owned by the shareholder, (d) the names of any other beneficial owners of such shares, (e) any material interest of the shareholder in such business and (f) the names and addresses of other shareholders known by the shareholder proposing such business to support such proposal and the class and numbers of shares beneficially owned by such shareholders.
Director Independence
Our Board of Directors determines the independence of our directors by applying the independence principles and standards established by the SEC and the Nasdaq Listing Rules.
The Nasdaq Listing Rules require listed companies to have a board of directors with at least a majority of “Independent Directors” (as such term is defined in the Nasdaq Listing Rules). Under the Nasdaq Listing Rules, in order for a director to be deemed independent, the board of directors must determine that the individual does not have a relationship that would interfere with the director’s exercise of independent judgment in carrying out his or her responsibilities.
In accordance with the Nasdaq Listing Rules, our Board of Directors will annually determine each director’s independence. We will not consider a director independent unless our Board of Directors has determined that he or she has no material relationship with us. We will monitor the relationships of our directors and officers through a questionnaire each director will complete no less frequently than annually and update periodically as information provided in the most recent questionnaire changes.
As part of its analysis, our Board of Directors affirmatively determined that Mses. Banikarim and Myers and Messrs. Fusfield, Hasiba, Heyer, Magliacano, McLallen, Powell and Stiefler are independent. In making these determinations, our Board of Directors reviewed and discussed information provided by the directors and the Company with regard to each director’s business and other outside activities as they may relate to the Company and our management team.
Board of Directors Meetings; Executive Sessions; Annual Shareholders’ Meetings
The Chairman of the Board presides over each Board of Directors meeting. Our Board of Directors meets at least quarterly to discuss matters including Company strategy, enterprise risks, results of operations, and corporate governance. The independent members of our Board of Directors meet on a regularly scheduled basis in executive session without our Chief Executive Officer or other members of management, and any director may call for an executive session at any Board of Directors’ meeting.
Our Board of Directors may convene special meetings of the shareholders of the Company at such times and in such manner and places within or outside The Bahamas, or by means of remote communication, as the directors consider necessary or desirable.
During the fiscal year ended December 31, 2024, our Board of Directors held seven regular meetings, executive sessions with respect to each such regular meeting, and no special meetings. All of our directors attended at least 75% of the meetings of the Board and of the committees on which they served during such fiscal year, except for Mr. Magliacano. We encourage all our directors and nominees to attend our annual meetings. All of our directors attended the 2024 annual meeting of shareholders.
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Evaluation of Board and Committee Performance
The Nominating and Governance Committee assists our Board of Directors in developing criteria for the evaluation, and in evaluating, the performance of our Board of Directors and committee performance.
The Nominating and Governance Committee will evaluate the standing committees, including each member of such committee. The committee will assess and recommend to our Board of Directors committee composition and any necessary changes to committee charters.
The Nominating and Governance Committee will periodically assess and communicate with our Board of Directors concerning the appropriate criteria for nominating and appointing directors, including the size and composition of our board of directors, corporate governance policies, Nasdaq Capital Market listing standards, securities laws, and any other applicable rules and regulations.
Risk Oversight
Our Audit Committee, at least annually, reports and discusses the guidelines and policies with respect to risk assessment and risk management of the Company’s enterprise risk exposure with our Board of Directors. Our Audit Committee reviews with the Chief Executive Officer and Chief Financial Officer of the Company any report on significant deficiencies in the design or operation of the internal controls that could adversely affect the Company’s ability to record, process, summarize or report financial data, any material weaknesses in the internal controls identified to the auditors, and any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls. Additionally, our Audit Committee discusses major financial risk exposures, cybersecurity risks and other identified enterprise risks and the steps management has taken to monitor and control such exposures.
Our Audit Committee also establishes procedures for the receipt, investigation, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. Our Audit Committee also adopts, as necessary, appropriate remedial measures or actions with respect to such complaints or concerns and reviews and investigates conduct alleged by our Board of Directors to be in violation of the Company’s Code of Ethics, and adopts, as necessary or appropriate, remedial, disciplinary, or other measures with respect to such conduct.
Communications with our Board of Directors
Shareholders and interested parties may contact any member (or all members) of our Board of Directors (including, without limitation, the non-management directors as a group), any committee of our Board of Directors or the chair of any such committee by mail. All such correspondence may be sent to our Board of Directors, any committee or any individual director, c/o One Spa World LLC, 770 South Dixie Highway, Suite 200, Coral Gables, Florida, 33146, Attention: Inga A. Fyodorova, Corporate Secretary.
Code of Ethics
Our Board of Directors has adopted our Code of Ethics that applies to our executive officers, directors, employees and agents. A copy of the Code of Ethics will be provided without charge upon request from us and is available on
our corporate website at www.onespaworld.com/investor-relations. The information contained on, or that can be accessed through, the websites referenced throughout this Proxy Statement are not incorporated into this Proxy Statement. Further, references to website addresses throughout this Proxy Statement are intended to be inactive textual references only. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.
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Insider Trading Policy—Prohibition on Hedging and Pledging
Our Board has adopted an insider trading policy (the “Insider Trading Policy”) to promote compliance with applicable securities laws that prohibit certain persons who are aware of material non-public information about a company from (i) trading in securities of that company; or (ii) providing material non-public information to other persons who may trade on the basis of that information. It is also our policy to comply with all applicable securities laws when transacting in OneSpaWorld securities. The
Our Board of Directors and our leadership team oversee our corporate strategy with respect to establishing, implementing and monitoring our environmental, social and governance (“ESG”) policies, practices and procedures embedded across our operations in order to mitigate risks, identify opportunities and maximize the long-term performance and value of the Company. Our Board of Directors fulfills this duty through their oversight functions, with operational management delegated to our executive officers and management team.
The Company has formalized a plan to review, establish, manage, assess and communicate our ESG policies, practices and procedures (the “ESG Plan”). Our ESG Plan was informed by components of industry-leading frameworks, including the Sustainability Accounting Standards Board (“SASB”) (now as part of IFRS Foundation), and the United Nations Sustainable Development Goals, pertinent to the Company’s operations and goals. Pursuant to the ESG Plan and in consultation with external advisors, we created an internal ESG working group, led by our President, Chief Financial Officer and Chief Operating Officer, Senior Vice President of Taxation, and Vice President and General Counsel. This group reports to our Executive Chairman and the Nominating and Governance Committee of our Board on an ongoing basis. We have conducted interviews with internal stakeholders to identify and assess ESG-related risks and opportunities relevant to our business. Among other initial ESG Plan deliverables, we have developed our Sustainability and Social Responsibility website, at www.onespaworld.com/our-world/corporate-social-awareness, which includes our Sustainability and Social Responsibility report, and which outlines our ESG policies, practices and procedures. The information contained on or accessible through our website is not incorporated by reference into this Proxy Statement or any of our other filings with the SEC or considered to be part of this document.
We believe the accountability of our leadership to our employees and our shareholders, how we manage our impact on the environment and the communities where we operate, and our relationships with all constituencies across our business are all important to the success of our business. Our strategic priorities include programs designed to incorporate sustainable business practices into our operations, foster a respectful workplace that is inclusive of different perspectives, enhance employee support and personal and career development, strengthen data privacy and cybersecurity, and invest in our communities by continuing to support local organizations and programs that align with our values.
A Commitment to Environmental Stewardship
We seek to minimize our impact on the environment and we believe that our sustainability policies, practices and procedures mitigate risk and create meaningful long-term value for our shareholders and stakeholders. We work to promote practices that are efficient and effective relative to resource conservation and preservation in collaboration with our partners. We have implemented sustainable practices across our organization, including workplace recycling, paper usage and plastic water bottle reduction, and light sensor installations to reduce electricity consumption. We have collaborated with our third-party product suppliers to introduce improved packaging and product solutions to reduce environmental impacts. Initiatives include changes to our packaging materials from polystyrene to recyclable pillow packs, removal of paper leaflets from our shipments, and elimination of plastic spatulas from certain of our supplier products. Our primary supplier is a certified B Corporation® that prioritizes strong standards of social and environmental performance, accountability, and transparency, including ingredient traceability and utilization of biodegradable rinse-off formulas.
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A Focus on People
As the pre-eminent global operator of health and wellness services onboard cruise ships and in destination resorts, our people are essential to the performance of our operations, the long-term success of our Company, and the value we deliver to our shareholders. Our employees are responsible for upholding our purpose, integrity, and accountability, and representing OneSpaWorld’s mission and values as a global health and wellness company. To attract, retain, motivate, and advance the best talent, we focus on building a culture where employees can safely thrive in an environment supportive of their unique personalities, boundaries, talents, passions, strengths, responsibilities, and personal and career goals.
We prioritize the health and safety of our employees and work alongside our cruise line and destination resort partners to mitigate risks and maintain safe environments for our employees and customers. Our comprehensive safety manual, “Guidelines for Protection and Sanitization,” along with our protocols and trainings, reinforce workplace safety. We also invest in our communities with donations to local organizations and programs and provide educational scholarships and support to our team members facing adversity.
The Human Capital section of our 2024 Annual Report on Form 10-K addresses the programs and practices pertaining to our people, culture and ethics, diversity and inclusion, talent attraction, talent retention, training and development, health and safety, and succession plan.
As evidenced by our ESG priorities and initiatives in support of our people, communities, and planet, we continue to imagine, develop and undertake strategies, policies and procedures across our Company designed to mitigate risks, identify opportunities and maximize the long-term performance and value of the Company.
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Compensation arrangements with our named executive officers and directors are described elsewhere in this Proxy Statement.
Registration Rights Agreement
On June 12, 2020, the Company, Steiner Leisure and certain other investors, including members of our management and Board of Directors and certain existing shareholders of the Company, entered into a Second Amended and Restated Registration Rights Agreement (the “A&R RRA”). The A&R RRA provided for customary registration rights, including demand registration rights previously held by Steiner Leisure and piggyback rights that are currently held by certain of the Company’s directors.
Review, Approval or Ratification of Transactions with Related Persons
Consistent with Bahamian law and our Articles, we have adopted a Code of Ethics that prohibits directors and executive officers from engaging in transactions that may result in a conflict of interest with us. The Code of Ethics includes a policy requiring that our Audit Committee review and approve any transaction a director or executive officer proposes to have with us that could give rise to a conflict of interest or the appearance of a conflict of interest, including any transaction that would require disclosure under Item 404(a) of Regulation S-K. In conducting this review, our Audit Committee is obligated to ensure that all such transactions are fair and reasonable to us and on terms not less favorable to us than those available from unaffiliated third parties.
Our Audit Committee also reviews and approves any transactions between the Company and any related person (as defined in Item 404 of Regulation S-K) on an ongoing basis, in accordance with Company policies and procedures; keeps the Company’s independent auditor informed of the Committee’s understanding of the Company’s relationships and transactions with related persons that are significant to the Company and whether the Audit Committee has concerns regarding relationships or transactions with related persons and, if so, the substance of those concerns; and reviews and discusses with the Company’s independent auditor the independent auditor’s evaluation of the Company’s identification of, accounting for, and disclosure of its relationships and transactions with related persons, including any significant matters arising from the audit regarding the Company’s relationships and transactions with related persons.
Executive Officers
Name |
|
Age |
|
Position |
Leonard Fluxman |
|
67 |
|
Executive Chairman and Chief Executive Officer |
Stephen B. Lazarus |
|
61 |
|
President, Chief Financial Officer and Chief Operating Officer |
Susan Bonner |
|
60 |
|
Former Chief Commercial Officer |
Leonard Fluxman See “Proposal 1: Election of Directors—Our Class A Directors.”
Stephen B. Lazarus is our President, Chief Financial Officer and Chief Operating Officer since March 2025. Mr. Lazarus served as our Chief Financial Officer and Chief Operating Officer since March 2019. Prior to the business combination we entered into in March 2019, Mr. Lazarus served as Chief Operating Officer and Chief Financial Officer of Steiner Leisure since December 2014. From August 2006 to 2014, Mr. Lazarus served as Steiner Leisure’s Executive Vice President and Chief Financial Officer. From July 2003 through August 2006, Mr. Lazarus served as Steiner Leisure’s Senior Vice President and Chief Financial Officer. From October 1999 until joining Steiner Leisure, Mr. Lazarus was Division Vice President and Chief Financial Officer for Rayovac Corporation’s Latin America Division. From September 1998 through September 1999, Mr. Lazarus was Director, Financial Planning and Analysis for Guinness, a division of Diageo. Prior to that, Mr. Lazarus was with Duracell, Inc. (later a subsidiary of The Gillette Company) from February 1990 until April 1998, where he held finance and business positions of increasing responsibility. From February 1988 to January 1990, Mr. Lazarus was employed by Ernst & Young as a senior auditor. Mr. Lazarus earned a Bachelor of Commerce degree from the University of Witwatersrand and a Masters of Science in Management from the University of London.
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Susan Bonner was our Chief Commercial Officer from October 2020 until March 2025. She has over 20 years of experience in the cruise line sector and is a seasoned executive with a proven track record and significant background in strategy, revenue management, operations management, sales, and marketing. Prior to joining the Company, she served as Managing Director and Vice President, APAC Region for Celebrity Cruises, a subsidiary of Royal Caribbean International, since January 2020, in which role Ms. Bonner developed strategic plans, executed operational initiatives, and established critical partnerships, among other responsibilities. Previously, she served in global leadership roles at Royal Caribbean International and its five brands, including Managing Director and Vice President, Australia and New Zealand from June 2018 to October 2020 and Vice President, Revenue Management and Onboard Revenue for Celebrity Cruises from January 2015 to June 2018. Prior to her time with Royal Caribbean, she served with Norwegian Cruise Line, Seabourn Cruise Line and KPMG Consulting.
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COMPENSATION DISCUSSION AND ANALYSIS
Business Outlook
At our core, we are a global services company. We are the market leader in the outsourced maritime health and wellness market with a consistent dominant market share at sea, driven by strong competitive positioning and dedication to extraordinary customer service. Over more than 50 years, we have built our leading market position on our highly complex global personnel sourcing, education and training and operations management platform, and operating protocols that produce our unrivaled depth and consistency of staff expertise to deliver outstanding guest experiences; broad and innovative service and product offerings; expansive global logistics platform; and decades-long partnerships with our cruise line and destination resort partners. Throughout our Company’s history, our mission has been simple: helping our guests look and feel their best during and after their stay. We serve a critical role for our cruise line and destination resort partners, operating a complex and increasingly essential aspect of their guests’ overall experience.
In 2024, OneSpaWorld achieved several key accomplishments, highlighting our strong performance and growth in the global health and wellness services industry:
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Our commitment to innovation and continuous improvement across every aspect of our complex global operations is a key driver of our success. We will continue to invest to develop and deploy innovative high-value services and products offerings toward creating extraordinary guest experiences, enhancing our industry leadership as we execute our business at the forefront of industry trends.
Our focus on sustainability and responsible business practices will also play a crucial role in attracting environmentally conscious travelers and aligning with evolving stakeholder expectations.
Named Executive Officers
The purpose of this Compensation Discussion and Analysis section is to provide information regarding the material elements of compensation that are paid to, awarded to, or earned by, our Chief Executive Officer, Chief Financial Officer, and other most highly compensated executive officer, who we refer to collectively as our “Named Executive Officers.” For fiscal year 2024, our Named Executive Officers and their respective job titles were as follows:
Named Executive Officer(1) |
|
Positions as of December 31, 2024 |
Leonard Fluxman |
|
Chief Executive Officer, President & Executive Chairman |
Stephen B. Lazarus |
|
Chief Financial Officer and Chief Operating Officer |
Susan Bonner |
|
Chief Commercial Officer |
Leadership Transition
Mr. Lazarus was appointed President of the Company effective as of March 17, 2025, and will serve as President, Chief Financial Officer and Chief Operating Officer until a replacement for Chief Financial Officer is appointed. As part of this transition, Mr. Fluxman stepped down from the role of President; he continues to serve as the Company’s Executive Chairman and Chief Executive Officer. Also, effective as of March 17, 2025, Ms. Bonner’s employment with the Company terminated.
Compensation Philosophy and Objectives
Our compensation philosophy is centered around attracting and retaining high-performing talent aligned with our corporate culture, motivating performance, and aligning the interests of our executives with those of our shareholders and stakeholders. We believe that an effectively-designed and competitive compensation program is essential to drive the consistent long-term success of our Company.
Our compensation objectives are as follows:
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By employing these compensation objectives, we aim to create a compensation program that supports the long-term growth and success of our Company while rewarding our executives for their contributions to shareholder value. We seek to provide competitive compensation reflecting individual, team and Company-wide performance. We generally target compensation based on the median of the market and calibrate both annual and long-term incentive opportunities to result in less-than-median total pay levels when goals are not fully achieved and the potential for greater-than-median awards when performance goals are exceeded. With our unique business operating in a complex industry, we retain the ability to target compensation for certain leadership roles at higher market levels as necessary to maintain our ability to recruit and retain the most high-performing specialized talent.
We seek to promote a long-term commitment to the Company by our executives and we believe that there is great value to the Company in having a team of long-tenured, seasoned managers. Our team-focused culture and management processes are designed to foster this commitment.
Compensation Committee Procedures
The Compensation Committee of our Board meets outside the presence of all of our executive officers, including our Named Executive Officers, to consider appropriate compensation for our Chief Executive Officer. For all other Named Executive Officers, the Compensation Committee meets outside the presence of all executive officers except our Chief Executive Officer.
To assist in the decision-making process, our Chief Executive Officer reviews the performance of each Named Executive Officer annually and provides recommendations to the Compensation Committee regarding their base salary, cash performance awards, and grants of long-term equity incentive awards. The Chief Executive Officer’s recommendations are based on a thorough assessment of each Named Executive Officer’s performance and are aligned with our compensation objectives and principles.
The Compensation Committee, taking into consideration the recommendations of our Chief Executive Officer and the objectives outlined above, recommends to the Board for its approval the annual compensation packages for our President, Chief Financial Officer and Chief Operating Officer and our former Chief Commercial Officer. The Compensation Committee also evaluates the performance of our Chief Executive Officer and determines his base salary, annual short-term incentive cash performance awards, and grants of long-term equity incentive awards. The Compensation Committee assesses our Chief Executive Officer’s performance in concert with the committee’s determination of our Chief Executive Officer’s compensation program, supported by the analysis and advice from the committee’s executive compensation consultant reflecting its assessment of current industry best practices and comparative market data on compensation practices and programs across the market as a whole and for our compensation peer group companies.
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The Compensation Committee retains the authority to modify or terminate its relationship with its compensation consultant or engage other outside advisors as needed to fulfill its responsibilities effectively. In 2024, the Compensation Committee engaged Mercer (US) LLC (“Mercer”) as its independent compensation consultant to, among other things:
Mercer is retained by and reports directly to the Compensation Committee. Aside from its work with the Compensation Committee, Mercer does not provide any services to us. The Compensation Committee has assessed and determined that the analysis and advice of Mercer is not subject to and does not create any conflict of interest.
By following the procedures described above and leveraging the expertise of our compensation consultant and our legal advisers, our Compensation Committee strives to ensure that our Named Executive Officers are fairly compensated and that their incentives are aligned with our Company’s performance and long-term goals.
Risk Assessment
The Compensation Committee has assessed the potential risks associated with our compensation programs and policies and has determined that any risks which may arise are not probable to cause a material adverse effect on the Company. Our compensation programs and policies mitigate risk by combining performance-based, long-term compensation elements with payouts that are correlated to the value delivered to shareholders. The combination of performance measures for annual bonuses and the equity compensation programs, and the Compensation Committee’s assessment of share ownership for Named Executive Officers, including with respect to comparison with our compensation peer group share ownership, as well as the multiyear vesting schedules for equity awards, encourage employees to create both short and long-term value for our Company and our shareholders.
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Peer Group
For fiscal year 2024, the Compensation Committee, at the recommendation of our compensation consultant, established a peer group to be used for guiding our executive compensation practices. This peer group represents a modification of the peer group we used in 2023, as we expanded the primary criteria used in selecting peer companies to include the following: companies in the Specialized Consumer Services, Hotels, Restaurants and Cruise Lines, Leisure, or related industries, companies identified by proxy advisory firms as a peer company, and financial size (based on revenue or current market cap). Our Compensation Committee approved the peer group of companies listed below because it is a better representation of the types of companies our investors would focus on our Company for performance purposes and includes companies and industries where we compete for talent. While this peer group was not used for benchmarking purposes, it informed our Compensation Committee’s decisions regarding our executive pay program for fiscal year 2024.
Current Peer Group (2024) |
Choice Hotels International |
e.l.f. Beauty |
European Wax Center |
Frontdoor |
Healthcare Services Group |
Hilton Grand Vacations |
Life Time Group |
Marriott Vacations Worldwide |
National Vision Holdings |
Olaplex |
Planet Fitness |
Playa Hotels & Resorts |
Travel + Leisure |
USANA Health Sciences |
Viad Corp |
Wyndham Hotels & Resorts |
Xponential Fitness |
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Elements of Compensation
Our executive compensation program, overseen by our Compensation Committee, encompasses several key components designed to attract and retain top talent, motivate performance, and align the interests of our executive officers with those of our shareholders. The following elements form the foundation of our compensation packages:
Compensation Element |
|
Description |
Base Salary |
|
We provide competitive base salaries to our executive officers, reflecting their experience, responsibilities, and market benchmarks. Base salaries serve as a fixed component of compensation designed to deliver predictable, consistent, and stable compensation, while recognizing the ongoing contributions and expertise of our executives. |
|
|
|
Annual Performance Incentives |
|
To drive performance and reward the achievement of targeted financial objectives driven by our operational execution, and realization of our strategic objectives, we offer annual cash incentive awards. These incentives are directly funded based on our financial performance, evidencing an ability-to-pay philosophy, and are designed to motivate our executives to deliver exceptional results. |
|
|
|
Long-Term Equity-Based Compensation |
|
We believe in aligning the long-term interests of our executives with those of our shareholders. To achieve this, we grant long-term equity-based compensation, including restricted stock units (“RSUs”) and performance stock units (“PSUs”). RSUs promote ownership and leadership stability by tying pay to continued service, and, together with PSUs, reward financial results and appreciating long-term total shareholder returns. These grants provide our executives with a stake in our success and encourage a focus on sustainable, long-term value creation. |
|
|
|
Executive Benefits and Perquisites |
|
In addition to base salary and performance incentives, we provide our executives with a comprehensive package of benefits and perquisites. These include market competitive health and wellness benefits, retirement savings plans, life insurance, and other valuable perquisites that enhance their overall compensation packages. |
|
|
|
Employment Agreements |
|
To ensure stability and provide clarity, we have entered into employment agreements with our executives. These agreements outline the terms and conditions of employment, including employment severance and change of control benefits. They provide a level of security, protection, and predictability for both the executive and the Company. |
By combining the above compensation elements, we’ve created compensation programs that are competitive, performance-driven, and aligned with the interests of our shareholders. Our goal is to continue to attract and retain top talent, motivate exceptional performance, and drive long-term value for our Company and its shareholders.
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Pay Mix
We believe in utilizing a balanced pay mix that incorporates multiple elements of compensation to achieve a comprehensive approach to executive compensation. Our pay mix is designed to provide for a combination of secure compensation, retention, and incentive-based at-risk compensation through both short-term and long-term performance incentives and rewards. This approach seeks to assure that our executives maintain a level of security in their minimum expected compensation, while also motivating them to drive realization of key business metrics and strong Company competitive positioning and financial performance aligned with long-term wealth creation for themselves, our shareholders and our stakeholders. The specific weightings and proportions of each element of compensation are determined based on our compensation philosophy and market practices.
For our executive officers, our pay mix is weighted toward incentive-based at-risk compensation, which includes annual incentives and long-term incentives. Our Chief Executive Officer has 81% of his compensation at-risk, while our other Named Executive Officers have on average 74% of their respective compensation at-risk. Our emphasis on at-risk compensation aligns with our pay-for-performance orientation and ensures that our compensation programs align individual and Company performance.
Base Salary
The base salary for each of our executive officers reflects their respective responsibilities, experience, prior performance, market demand, succession and other factors deemed relevant by our Compensation Committee. The purpose of the base salary is to provide our executive officers with a competitive component of compensation throughout the fiscal year that aligns with industry standards, a foundation of financial stability and recognition of their core contributions and value.
When determining market-level compensation for base salaries, our Compensation Committee assesses and considers each executive officer’s comparative value and market demand by, among other considerations, referencing the base salaries of similarly situated executives in companies deemed comparable for compensation assessment purposes by the Compensation Committee, on advice of its compensation consultant, including competitors, companies operating similar business models and companies with similar market capitalization, among other factors.
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Please refer to the table below for the base salaries of our Named Executive Officers for fiscal year 2024, which reflects a 4% increase for each Named Executive Officer to align our Named Executive Officer’s base salaries with market competitiveness:
Named Executive Officer |
|
2024 Base Salary |
||||
Leonard Fluxman |
|
|
$ |
946,662 |
|
|
Stephen B. Lazarus |
|
|
$ |
602,422 |
|
|
Susan Bonner |
|
|
$ |
520,520 |
|
|
Annual Incentive Program
Our Compensation Committee recognizes the importance of incenting and rewarding individuals’ contributions to achieve Company performance objectives. As such, we have established an annual cash incentive bonus program (the “AIP”) for our Named Executive Officers that is designed to align the interests of our Named Executive Officers with the overall success of our Company and the interests of our shareholders. The primary performance metric used to determine the amount of annual cash incentive compensation is the realization of fiscal year actual Adjusted EBITDA, the target amount for which is set by the Compensation Committee as of the beginning of each fiscal year (as described further below). This metric reflects our financial performance and serves as a key indicator of our ability to generate sustainable growth and profitability. It is also the metric most often used by financial analysts and investors to assess our performance and value.
Please refer to the table below for our AIP payout percentages at threshold, target and maximum performance levels for fiscal year 2024:
AIP Payout Level |
|
Payout |
|
Adjusted EBITDA |
||||||||
Maximum |
|
|
|
200 |
|
|
|
|
|
118.9 |
|
|
Target |
|
|
|
100 |
|
|
|
|
|
95.1 |
|
|
Threshold |
|
|
|
50 |
|
|
|
|
|
85.6 |
|
|
To ensure transparency and clarity, we provide each of our Named Executive Officers with an individual annual cash incentive bonus target, which is structured as a percentage of their annual base salary. The target AIP bonus amount represents the level of performance that, if achieved, would result in the full payout of the annual cash incentive compensation. Depending on the attainment of Adjusted EBITDA, reflecting Named Executive Officers’ realization of individual performance objectives, Named Executive Officers can earn between 0% (if threshold results are not achieved) and 200% (if maximum results are achieved) of their target cash incentive bonus amount.
Please refer to the table below for the AIP bonus amounts as percentage of base salary for each Named Executive Officer:
Named Executive Officer |
|
Below |
|
Threshold |
|
Target |
|
Maximum |
||||||||||||||||
Leonard Fluxman |
|
|
|
0 |
% |
|
|
|
|
62.5 |
% |
|
|
|
|
125 |
% |
|
|
|
|
250 |
% |
|
Stephen B. Lazarus |
|
|
|
0 |
% |
|
|
|
|
45 |
% |
|
|
|
|
90 |
% |
|
|
|
|
180 |
% |
|
Susan Bonner |
|
|
|
0 |
% |
|
|
|
|
45 |
% |
|
|
|
|
90 |
% |
|
|
|
|
180 |
% |
|
2024 Annual Bonus (AIP) Actual Performance
Our Compensation Committee evaluates the attainment of our Adjusted EBITDA when determining the AIP bonus for each Named Executive Officer. In making annual AIP bonus determinations, the Compensation Committee reserves the discretion to make adjustments to the AIP bonus attributable to the degree of realization of Adjusted EBITDA deemed warranted by the Compensation Committee based on the occurrence of extraordinary or nonrecurring events that may have influenced such realization. For fiscal year 2024, no extraordinary or nonrecurring events impacted determination of the AIP bonuses of the Named Executive Officers under the AIP program.
42
Please refer to the table below for the results for fiscal year 2024 and the applicable payout for each Named Executive Officer based on such results.
Results |
|
|
|
|
FY2024 Actual |
|
$ |
112.2 |
|
Payout as % of Target |
|
|
17.8 |
% |
Named Executive Officer |
|
2024 Base |
|
2024 Target |
|
2024 Actual |
|
2024 Actual AIP Bonus |
||||||||||||||||
Leonard Fluxman |
|
|
$ |
946,662 |
|
|
x |
|
|
125 |
% |
|
x |
|
|
214.2 |
% |
|
= |
|
$ |
2,027,277 |
|
|
Stephen B. Lazarus |
|
|
$ |
602,422 |
|
|
x |
|
|
90 |
% |
|
x |
|
|
154.2 |
% |
|
= |
|
$ |
928,874 |
|
|
Susan Bonner |
|
|
$ |
520,520 |
|
|
x |
|
|
90 |
% |
|
x |
|
|
154.2 |
% |
|
= |
|
$ |
802,590 |
|
|
We believe that our AIP plays a vital role in attracting and retaining highly skilled executives who have a positive impact on our Company results and shareholder value. By providing the opportunity to earn annual cash incentive compensation, we seek to foster a culture of performance excellence and ensure that our executives are rewarded for their contributions to our success.
Long-Term Equity-Based Incentive Compensation
We believe in fostering a culture of long-term value creation and aligning the interests of our leadership personnel with the success of our Company and its shareholders. Our long-term equity-based incentive compensation (“LTI”) program serves to incent and reward our executive officers and other eligible employees for their contributions to our growth and shareholder value. By offering a combination of RSUs and PSUs, we aim to create a balanced and performance-driven compensation structure that drives sustainable results. This compensation program not only rewards designated employees for their ongoing commitment but also for their contributions to achieving key performance metrics and targeted financial results and creating long-term shareholder value.
To align the interests of our executive officers and other designated employees with the performance of our Company aligned with creating shareholder value, we allocate 50% of the total equity grants to RSUs and 50% to PSUs. This structure incents executive officers and other designated employees to strive for strong performance and aligns their interests with achieving the Company’s operational and financial objectives. The RSUs vest ratably over a three-year period during which the executive officer or other designated employee is continuously employed by the Company. The PSUs are subject to both performance-based and time-based conditions. The performance-based condition is satisfied based on achievement against Adjusted EBITDA targets measured on the first anniversary of the award’s grant date. The PSUs earned under the performance-vesting conditions time-vest ratably over a three-year period ending on the third anniversary of the award’s grant date.
We have applied a 1-year performance period for our PSUs based on our historical experience and the positive response of investors to our previously reported compensation philosophy, that recurring annual achievement of our targeted operating and financial results correlates most closely with determination of shareholder value. We selected Adjusted EBITDA as the performance measure for our long-term and short-term compensation programs as the highest correlating metric applied to assess the performance and value of our Company, reflecting our ability to execute our business strategies and convert revenue into operating profits toward achieving our short-term and long-term value objectives.
By linking a significant portion of compensation to performance and share price appreciation we create a strong incentive for our executive officers and other designated employees to focus on achieving key objectives that are critical to our long-term success. We aim to effect a compensation structure that rewards our executive officers and other designated employees for their ongoing commitment and aligns their interests with the creation of long-term shareholder value. By tying a material portion of their compensation to a performance-based determination, we foster a culture of accountability and drive sustainable results that benefit both our executive officers and other designated employees and our shareholders.
43
2024 Target LTI Awards
In fiscal year 2024, the Compensation Committee established target LTI awards for our Named Executive Officers that reflect our commitment to aligning executive compensation with our long-term success. These target awards are designed to motivate and reward our executives for their contributions to the Company’s growth and the enhancement of shareholder value. These target awards are determined based on evaluation of various factors, including individual performance, market conditions, and key strategic objectives.
Please refer to the table below, which reflects the grant date value of the equity grants made to the Named Executive Officers in fiscal year 2024, calculated based on the closing price of the Company’s shares on the date of grant.
Named Executive Officer |
|
Time-Based |
|
Performance-Based |
|
Total LTI |
||||||||||||
Leonard Fluxman |
|
|
$ |
1,500,500 |
|
|
|
|
$ |
1,500,000 |
|
|
|
|
$ |
3,000,000 |
|
|
Stephen B. Lazarus |
|
|
$ |
625,000 |
|
|
|
|
$ |
625,000 |
|
|
|
|
$ |
1,250,000 |
|
|
Susan Bonner |
|
|
$ |
500,000 |
|
|
|
|
$ |
500,000 |
|
|
|
|
$ |
1,000,000 |
|
|
2024 Performance-Based Awards Achievement
The PSUs granted in December 2023 were achieved with a payout of 135.66% based on performance results measured against targets set at the end of the 2023 fiscal year as shown in the table below:
PSU Payout Level |
|
Payout |
|
Adjusted EBITDA |
|||||||
Maximum |
|
|
200 |
|
|
|
|
|
142.7 |
|
|
Target |
|
|
100 |
|
|
|
|
|
95.1 |
|
|
Threshold |
|
|
50 |
|
|
|
|
|
85.6 |
|
|
|
|
|
|
|
|
|
|
|
|
||
Results |
|
|
|
|
|
|
|
|
|
||
FY2024 Actual |
|
|
|
|
|
|
$ |
112.2 |
|
|
|
Payout % |
|
|
|
|
|
|
|
135.66 |
% |
|
|
These achieved PSUs vested one third at the end of the one-year performance period based on achievement of the EBITDA goals set by the Compensation Committee and will continue to vest ratably on the second and third anniversaries of the grant date.
Other Executive Benefits and Perquisites
We provide the following benefits to our executive officers on the same basis as certain other eligible employees:
We believe these benefits are generally consistent with those offered by other comparable companies and specifically by those companies with which we compete for employees.
44
Agreements with Named Executive Officers
We believe that a strong, experienced management team is in the best interests of the Company and our shareholders. We have executed employment agreements with each of Mr. Fluxman and Mr. Lazarus that provide for, among other terms and conditions, specified base salary, incentive compensation, benefits, severance protection and grants of Company equity awards. These benefits are payable if the Name Executive Officer is terminated by the Company under certain circumstances. In addition, the employment agreements with each of our Named Executive Officers in each case include provisions to incent our Named Executive Officers with respect to consummating a significant transaction deemed in the best interest of our shareholders as detailed in the “Employment Agreements” and “Potential Payments Upon Termination or a Change in Control” sections below.
Ms. Bonner was party to an Employment Agreement with the Company until her departure in March 2025, as described in the “Employment Agreements” and “Potential Payments Upon Termination or a Change in Control” sections below.
Stock Ownership Guidelines
The Company has not adopted formal stock ownership guidelines. However, our executive officers hold shares with a value ranging from 10 times to 36 times their respective base salaries. This level of equity ownership demonstrates a significant alignment of their financial interests with those of our shareholders. By maintaining this substantial stake in the Company, our officers are incentivized to drive performance and enhance shareholder value, reflecting our commitment to accountability and shared success.
Clawback Policy
The Compensation Committee has adopted a clawback policy that complies with Nasdaq’s clawback rules promulgated under Section 10D of the Exchange Act and the rules promulgated thereunder. In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any such financial reporting requirement, the clawback policy requires that covered executives must reimburse the Company, or forfeit, any excess incentive-based compensation received by such covered executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare the restatement. Executives covered by the clawback policy are current and former executive officers, as determined by the Compensation Committee in accordance with Section 10D of the Exchange Act and the Nasdaq Listing Rules. Incentive-based compensation subject to the clawback policy includes any cash or equity compensation that is granted, earned or vested based wholly or in part on the attainment of a financial reporting measure. The amount subject to recovery is the excess of the incentive-based compensation received based on the erroneous data over the incentive-based compensation that would have been received had it been based on the restated results. The clawback policy will only apply to incentive-based compensation received on or after October 2, 2023.
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
We do not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly,
Section 280G of the Internal Revenue Code
Section 280G of the Internal Revenue Code (the “Code”) disallows a tax deduction with respect to “excess parachute payments” to certain executive officers of companies that undergo a change in control. In addition, Section 4999 of the Code imposes a 20% excise tax penalty on the individual receiving the “excess parachute payment.” Parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans or programs and other equity-based compensation. “Excess parachute payments” are parachute payments that excess a threshold determined under Section 280G of the Code based on an executive officer’s prior compensation.
45
In the event that any payment or benefit to be made to the Named Executive Officers under their respective employment agreements in connection with a change in control would constitute a parachute payment under Section 280G of the Code, then the applicable Named Executive Officer will have such payments reduced to the largest amount that would result in no portion of such payments being subject to the excise taxes imposed by Section 4999 of the Code, unless such payments, less any excise tax which would be imposed on such payments pursuant to Section 4999 of the Code, would be greater than such reduced payments, in which case no reduction would occur. We do not provide for excise tax gross-ups to our executive officers and do not expect to do so in the future.
Section 162(m) Compliance
Section 162(m) of the Code places a limit of $1,000,000 on the amount that can be deducted in any one year for compensation paid to certain executive officers. While our Compensation Committee considers the deductibility of compensation as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions, as noted above, and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible for tax purposes.
Section 409A Considerations
Section 409A of the Code affects the manner by which deferred compensation opportunities are offered to our employees requiring, among other requirements, that “non-qualified deferred compensation” be structured in a manner that limits employees’ abilities to accelerate or further defer certain deferred compensation. We intend to apply our existing compensation arrangements that are covered by Section 409A in accordance with the applicable rules thereunder, and we will continue to review and amend our compensation arrangements where necessary to comply with Section 409A. To the extent applicable, our compensation arrangements are structured and interpreted to comply with, or be exempt from, Section 409A and the regulations and other interpretive guidance that may be issued under Section 409A.
Accounting for Stock-Based Compensation
We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC 718, for our equity-based compensation awards. ASC 718 requires companies to calculate the grant date “fair value” of their equity-based awards using a variety of assumptions. ASC 718 also requires companies to recognize the compensation cost of their equity-based awards in their income statements over the period that an associate is required to render service in exchange for the award. Future grants of stock options, restricted stock, RSUs and other equity-based awards under our equity incentive award plans will be accounted for under ASC 718. The Compensation Committee regularly considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.
Shareholder Say-on-Frequency and Say-on-Pay Advisory Vote
We held an advisory vote on executive compensation at our 2024 annual meeting of shareholders (referred to as the “say-on-pay” vote), pursuant to which 91% of the advisory votes cast approved the compensation of our Named Executive Officers. The Compensation Committee carefully considered the results of this vote in making decisions about our executive compensation program and given the level of support, we did not make any significant changes to our executive compensation program.
We also held an advisory vote on the frequency of future “say-on-pay” advisory votes (referred to as the “say-on-frequency” vote) at our 2024 annual meeting of shareholders, pursuant to which the majority of the advisory votes cast voted to hold our “say-on-pay” votes every year. The Compensation Committee considered the outcome of this advisory vote and determined that future “say-on-pay” votes will be conducted every year. We will re-evaluate this determination after the next shareholder advisory “say-on-frequency” vote, which vote will occur at the Company’s 2030 annual meeting of shareholders unless presented earlier.
46
Compensation Committee Report:
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on the review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.
Members of the Compensation Committee during fiscal year 2024 consisted of:
47
2024 Summary Compensation Table
The following table sets forth certain information with respect to compensation for the fiscal year ended December 31, 2024 earned by, awarded to or paid to our Named Executive Officers.
Name and Principal Position |
|
Year |
|
Salary(1) |
|
Bonus |
|
Stock |
|
Non-Equity |
|
All Other |
|
Total |
||||||||||||||||||||||||||
Leonard Fluxman(6) |
|
|
2024 |
|
|
|
|
946,662 |
|
|
|
|
|
— |
|
|
|
|
|
2,999,997 |
|
|
|
|
|
2,027,277 |
|
|
|
|
|
92,566 |
|
|
|
|
|
6,066,502 |
|
|
President, Executive Chairman and Chief Executive Officer |
|
|
2023 |
|
|
|
|
910,252 |
|
|
|
|
|
— |
|
|
|
|
|
2,606,729 |
|
|
|
|
|
2,275,631 |
|
|
|
|
|
92,193 |
|
|
|
|
|
5,884,805 |
|
|
|
|
|
2022 |
|
|
|
|
910,252 |
|
|
|
|
|
— |
|
|
|
|
3,668,933(3) |
|
|
|
|
|
1,873,019 |
|
|
|
|
|
90,539 |
|
|
|
|
|
6,542,743 |
|
|
|
Stephen B. Lazarus(7) |
|
|
2024 |
|
|
|
|
602,422 |
|
|
|
|
|
— |
|
|
|
|
|
1,249,989 |
|
|
|
|
|
928,874 |
|
|
|
|
|
74,562 |
|
|
|
|
|
2,855,847 |
|
|
Chief Financial Officer and Chief Opperating Officer |
|
|
2023 |
|
|
|
|
579,251 |
|
|
|
|
|
— |
|
|
|
|
|
1,049,600 |
|
|
|
|
|
1,042,653 |
|
|
|
|
|
73,945 |
|
|
|
|
|
2,745,449 |
|
|
|
|
|
2022 |
|
|
|
|
579,251 |
|
|
|
|
|
— |
|
|
|
|
1,536,261(3) |
|
|
|
|
|
858,183 |
|
|
|
|
|
72,895 |
|
|
|
|
|
3,046,590 |
|
|
|
Susan Bonner(8) |
|
|
2024 |
|
|
|
|
520,520 |
|
|
|
|
|
— |
|
|
|
|
|
999,999 |
|
|
|
|
|
802,590 |
|
|
|
|
|
32,665 |
|
|
|
|
|
2,355,774 |
|
|
Former Chief Commercial Officer |
|
|
2023 |
|
|
|
|
500,500 |
|
|
|
|
|
— |
|
|
|
|
|
749,996 |
|
|
|
|
|
750,750 |
|
|
|
|
|
33,118 |
|
|
|
|
|
2,034,364 |
|
|
|
|
|
2022 |
|
|
|
|
500,500 |
|
|
|
|
|
89,894 |
|
|
|
|
890,314(3) |
|
|
|
|
|
617,925 |
|
|
|
|
|
33,311 |
|
|
|
|
|
2,131,944 |
|
|
|
48
2024 Grants of Plan-Based Awards
The following table sets forth certain information with respect to grants of plan-based awards for the year ended December 31, 2024 with respect to our Named Executive Officers.
|
|
|
|
|
Estimated Future Payouts |
|
Estimated Future Payouts |
|
All Other |
|
Grant |
||||||||||||||||||||||||||||||||
Name |
|
Grant |
|
Threshold |
|
Target |
|
Maximum |
|
Threshold |
|
Target |
|
Maximum |
|
or Units(3) |
|
Awards(4) |
|||||||||||||||||||||||||
Leonard Fluxman |
|
|
|
|
|
591,644 |
|
|
|
|
1,183,328 |
|
|
|
|
2,366,655 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
12/2/2024 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
38,462 |
|
|
|
|
76,923 |
|
|
|
|
153,846 |
|
|
|
|
|
|
|
|
1,499,999 |
|
|
|
|
|
12/2/2024 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
76,923 |
|
|
|
|
1,499,999 |
|
|
Stephen B. Lazarus |
|
|
|
|
|
271,090 |
|
|
|
|
542,180 |
|
|
|
|
1,084,360 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
12/2/2024 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
16,026 |
|
|
|
|
32,051 |
|
|
|
|
64,102 |
|
|
|
|
— |
|
|
|
|
624,995 |
|
|
|
|
12/2/2024 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
32,051 |
|
|
|
|
624,995 |
|
|
Susan Bonner |
|
|
|
|
|
234,234 |
|
|
|
|
468,468 |
|
|
|
|
936,936 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
12/2/2024 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
12,821 |
|
|
|
|
25,641 |
|
|
|
|
51,282 |
|
|
|
|
— |
|
|
|
|
500,000 |
|
|
|
|
12/2/2024 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
25,641 |
|
|
|
|
500,000 |
|
|
49
Narrative Description to the Summary Compensation Table and the Grants of Plan-Based Awards Table for the 2024 Fiscal Year
Executive Employment Agreements
Certain of the compensation paid to Messrs. Fluxman and Lazarus reflected in the Summary Compensation Table above was provided pursuant to employment agreements with the Company (each an “Employment Agreement,” and, collectively, the “Employment Agreements”). The Employment Agreements each provide an initial term ending on December 31, 2020, subject to automatic one-year renewals thereafter unless either party provides 90 days’ prior notice not to renew the term. The Employment Agreements generally provide for base salary, incentive compensation, benefits, severance protection and a grant of Company equity awards. Pursuant to the terms of the Employment Agreements, the Named Executive Officers are subject to non-competition, non-hire and non-solicitation of employees and customers/suppliers restrictions during employment and for a period of two years following their respective terminations of employment, as well as perpetual mutual non-disparagement and confidentiality obligations.
Bonner Employment Agreement
Prior to her departure from the Company in March 2025, Ms. Bonner was also party to an employment agreement with the Company (the “Bonner Employment Agreement”). The Bonner Employment Agreement provided for an initial term ending December 31, 2021, subject to one-year renewals thereafter unless either party provided 90 days’ prior written notice not to renew. The Bonner Employment Agreement generally provided for base salary, incentive compensation, benefits, severance protection and a grant of Company equity awards. Pursuant to the terms of the Bonner Employment Agreement, Ms. Bonner is subject to non-competition, non-hire and non-solicitation of employees and customers/suppliers restrictions during employment and for a period of one year following her termination of employment, as well as perpetual mutual non-disparagement and confidentiality obligations.
Equity Awards
2024 RSUs
On December 2, 2024, we granted RSUs to our Named Executive Officers that vest one-third on each of the first, second and third anniversaries of the grant date. Upon a termination by the Company without “cause” or due to death or “disability” or by the Named Executive Officer for “good reason” (as each such term is defined in the award agreements), the RSUs will accelerate and vest. The RSUs will also accelerate and vest upon a “change in control” (as defined in the OneSpaWorld Holdings Limited 2019 Equity Incentive Plan (the “2019 Plan”)), subject to the Named Executive Officer’s continued employment through the consummation of such change in control. If the Named Executive Officer terminates employment and such Named Executive Officer has at least ten years of full-time employment with the Company, is at least 65 years old, and the Compensation Committee approves the equity treatment (an “Eligible Retirement”), the Named Executive Officer will remain eligible to continue to vest in the RSUs following the termination of employment, subject to compliance with such Named Executive Officer’s restrictive covenants. Upon any other termination event, any unvested RSUs will be forfeited, and upon a termination for “cause,” all RSUs (whether vested or unvested) will be forfeited.
2024 PSUs
On December 2, 2024, we granted PSUs to our Named Executive Officers that performance vest up to a maximum of 200% of the target award amount based on achievement of specified Adjusted EBITDA performance goals during the one-year period following the grant date (the “Earned 2024 PSUs”), as determined by the Compensation Committee no later than March 15th following such performance period (such determination date, the “Determination Date”). Any Earned 2024 PSUs will fully vest one-third on each of the Determination Date and the second and third anniversaries of the grant date.
50
Upon a termination by the Company without “cause” or due to death or “disability” or by the Named Executive Officer for “good reason” (as each such term is defined in the applicable award agreement), 100% of the PSUs will accelerate and vest as of the date of such termination based on (i) target performance, if such termination of employment occurs before the Determination Date or (ii) actual performance, if such termination of employment occurs after the Determination Date. If the Named Executive Officer terminates employment following the performance period and the Determination Date due to an Eligible Retirement, such Named Executive Officer will remain eligible to continue to vest in any Earned 2024 PSUs following termination, subject to compliance with the Named Executive Officer’s restrictive covenants. The PSUs will be subject to the terms of the 2019 Plan upon a change in control, except that if the change in control occurs (a) during the performance period and prior to the Determination Date, the target number of PSUs will be deemed earned and vest upon such change in control, or (b) following the Determination Date, any outstanding Earned 2024 PSUs will vest upon such change in control, subject, in each case, to the Named Executive Officer’s continued employment through the consummation of such change in control. Upon any other termination event, any unvested PSUs (including all Earned 2024 PSUs) will be forfeited.
51
Outstanding Equity Awards at 2024 Fiscal Year End
The following table summarizes the outstanding equity awards held as of December 31, 2024, by each of the Named Executive Officers. The market value of RSUs and PSUs reflected below were calculated based on the $19.90 closing price of the Company’s common shares on December 30, 2024, the last business day of fiscal year 2024.
Name |
|
Grant Date |
|
Number of |
|
Market value |
|
Equity incentive |
|
Equity incentive plan |
|||||||||||
Leonard Fluxman |
|
12/2/2024 |
|
|
76,923(1) |
|
|
|
1,530,768 |
|
|
|
153,846(2) |
|
|
|
|
3,061,536 |
|
|
|
|
|
12/6/2023 |
|
|
69,680(3) |
|
|
|
1,386,632 |
|
|
|
290,040(4) |
|
|
|
|
4,159,896 |
|
|
|
|
|
12/6/2022 |
|
|
112,494(5) |
|
|
|
2,238,632 |
|
|
|
|
— |
|
|
|
|
— |
|
|
Stephen B. Lazarus |
|
12/2/2024 |
|
|
32,051(1) |
|
|
|
637,815 |
|
|
|
64,102(2) |
|
|
|
|
1,275,630 |
|
|
|
|
|
12/6/2023 |
|
|
42,085(3) |
|
|
|
558,334 |
|
|
|
84,170(4) |
|
|
|
|
1,674,983 |
|
|
|
|
|
12/6/2022 |
|
|
62,279(5) |
|
|
|
1,239,359 |
|
|
|
|
— |
|
|
|
|
— |
|
|
Susan Bonner |
|
12/2/2024 |
|
|
25,641(1) |
|
|
|
510,256 |
|
|
|
51,282(2) |
|
|
|
|
1,020,512 |
|
|
|
|
|
12/6/2023 |
|
|
20,048(3) |
|
|
|
398,955 |
|
|
|
60,144(4) |
|
|
|
|
1,196,866 |
|
|
|
|
|
12/6/2022 |
|
|
25,961(5) |
|
|
|
516,616 |
|
|
|
|
— |
|
|
|
|
— |
|
|
Option Exercises and Stock Vested in the 2024 Fiscal Year
The following table sets forth certain information with respect to the vesting of stock awards during the fiscal year ended December 31, 2024 with respect to our Named Executive Officers.
|
|
Stock Awards |
||||||||
Name |
|
Number of |
|
Value Realized |
||||||
Leonard Fluxman |
|
|
319,906 |
|
|
|
|
5,977,540 |
|
|
Stephen B. Lazarus |
|
|
128,805 |
|
|
|
|
2,406,754 |
|
|
Susan Bonner |
|
|
75,807 |
|
|
|
|
1,418,827 |
|
|
52
Potential Payments Upon Termination or a Change in Control
Employment Agreements
Each of Messrs. Fluxman and Lazarus’ Employment Agreement provides that, in the event that the Named Executive Officer’s employment is terminated either by the Company without “cause” (which includes the Company’s delivery of a notice of nonrenewal of the employment term), or by the Named Executive Officer for “good reason” (in each case as such terms are defined in their respective Employment Agreements), in addition to receiving (i) any accrued but unpaid annual bonus, (ii) a pro-rata target annual bonus for the year of the applicable Named Executive Officer’s termination, and (iii) a lump sum payment equal to the premiums that would be paid by the Named Executive Officer for 24 months’ of COBRA continuation coverage, each of Messrs. Fluxman and Lazarus will be entitled to receive, subject to in each case to his execution and non-revocation of a release of claims in favor of the Company and its affiliates, (x) a lump sum cash payment equal to 2.5X for Mr. Lazarus and 3X for Mr. Fluxman of the sum of his base salary and target annual bonus, and (y) the annual bonus for the year of his termination of employment, determined based on actual achievement of the applicable performance criteria during the performance period applicable to such annual bonus.
In the event that any payment or benefit to be made to Messrs. Fluxman or Lazarus under the Employment Agreements in connection with a change in control would constitute a parachute payment under Section 280G of the Code, then the applicable Named Executive Officer will have such payments reduced to the largest amount that would result in no portion of such payments being subject to the excise taxes imposed by Section 4999 of the Code, unless such payments, less any excise tax which would be imposed on such payments pursuant to Section 4999 of the Code, would be greater than such reduced payments, in which case no reduction would occur.
The Employment Agreements also provide that in the event of the Named Executive Officer’s death during the Named Executive Officer’s employment by the Company or the Named Executive Officer’s termination due to the Named Executive Officer’s disability, the Named Executive Officer (or their estate, as applicable) will be entitled to: (i) any unpaid accrued base salary, and any unpaid accrued incentive bonus, (ii) any amount due to the Named Executive Officer as reimbursement of expenses, (iii) any unpaid accrued vacation payment; (iv) a pro-rated target annual bonus for the year of termination and (v) a lump sum amount equal to the maximum monthly premium the Named Executive Officer (if the Named Executive Officer is terminated due to disability), the Named Executive Officer’s spouse and other eligible family members would be required to pay pursuant to COBRA, multiplied by 24.
The Bonner Employment Agreement provided that, in the event that her employment was terminated either by the Company without “cause” (which included the Company’s delivery of a notice of nonrenewal of the employment term), or by Ms. Bonner for “good reason” (in each case as such terms were defined in her Employment Agreement), in addition to receiving (i) any accrued but unpaid annual bonus, (ii) a pro-rata target annual bonus for the year of her termination, and (iii) a lump sum payment equal to the premiums that would be paid by Ms. Bonner for 18 months’ of COBRA continuation coverage, Ms. Bonner would be entitled to receive, subject to her execution and non-revocation of a release of claims in favor of the Company and its affiliates, continued payment of her then-current base salary for 12 months following the date of her termination of employment. The Bonner Employment Agreement also provided for the same parachute and death and disability payments and benefits as set forth above, except that, in the event of her death or disability, she was entitled to a lump sum amount equal to the maximum monthly premium Ms. Bonner and her spouse and other eligible family members would be required to pay pursuant to COBRA, multiplied by 18.
53
Outstanding Equity Awards
Under the terms of the 2019 Plan, in the event of a change in control, the acquiring or successor entity may assume or continue all or any awards outstanding or substitute substantially equivalent awards. Any awards which are not assumed or continued in connection with a change in control or are not exercised or settled prior to the change in control will terminate at the time of the change in control. The 2019 Plan also authorizes the Compensation Committee, in its discretion and without the consent of any participant, to accelerate the exercisability, vesting and/or settlement of an award in connection with a change in control upon such conditions determined by the Compensation Committee (including a termination prior to, upon or following such change in control), or cancel each or any outstanding award denominated in shares upon a change in control in exchange for a payment to the participant with respect to each vested share subject to the cancelled award of an amount equal to the excess of the consideration to be paid per share in the change in control transaction over the exercise price per share, if any, under the award. Pursuant to the Compensation Committee’s discretion, the RSU and PSU award agreements governing RSUs and PSUs outstanding as of December 31, 2024 provide that (i) RSUs will accelerate and vest upon a change in control and (ii) if the change in control occurs (a) during the performance period and prior to the Determination Date, the target number of PSUs will be deemed earned and vest upon such change in control, or (b) following the Determination Date, any outstanding earned PSUs will vest upon such change in control, subject, in each case, to the Named Executive Officer’s continued employment through the consummation of such change in control.
Additionally, upon a termination of a Named Executive Officer by the Company without “cause” or due to death or “disability” or by such Named Executive Officer for “good reason” (as each such term is defined in the applicable award agreement), any outstanding RSUs and PSUs will accelerate and vest.
Mr. Fluxman meets the age and service requirements for an Eligible Retirement under the terms of our RSU and PSU award agreements. See “Narrative Description to the Summary Compensation Table and the Grants of Plan-Based Awards Table for the 2024 Fiscal Year – Equity Awards” above for more information. In order to receive Eligible Retirement treatment of his equity awards upon his termination of employment from the Company as of December 31, 2024, such treatment would have required the Compensation Committee’s approval. Neither Mr. Lazarus nor Ms. Bonner was eligible for retirement treatment under the terms of our equity awards as of December 31, 2024.
54
Benefits and Payments Upon Termination
The following table provides information regarding potential payments to our Named Executive Officers as of December 31, 2024 in connection with certain termination or change in control events.
Named Executive |
|
Base |
|
Target |
|
Accrued |
|
Termination |
|
Pro-Rata |
|
Continued |
|
Disability |
|
Life |
|
Acceleration |
|
Acceleration |
|
Total |
Leonard Fluxman |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination without |
|
2,839,986 |
|
3,549,983 |
|
2,027,277 |
|
2,027,277 |
|
1,183,328 |
|
73,301 |
|
— |
|
— |
|
3,756,782 |
|
3,756,782 |
|
19,214,714 |
Termination for |
|
— |
|
— |
|
2,027,277 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
2,027,277 |
Termination Due to |
|
— |
|
— |
|
2,027,277 |
|
— |
|
1,183,328 |
|
73,301 |
|
— |
|
5,916,638 |
|
3,756,782 |
|
3,756,782 |
|
16,714,106 |
Termination Due to |
|
— |
|
— |
|
2,027,277 |
|
— |
|
1,183,328 |
|
73,301 |
|
129,988 |
|
— |
|
3,756,782 |
|
3,756,782 |
|
10,927,457 |
Change in Control |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
3,756,782 |
|
4,316,649 |
|
10,100,708 |
Eligible |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
Stephen B. Lazarus |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination without |
|
1,506,055 |
|
1,355,450 |
|
928,874 |
|
928,874 |
|
542,180 |
|
73,301 |
|
— |
|
— |
|
1,534,131 |
|
1,534,131 |
|
8,402,995 |
Termination for |
|
— |
|
— |
|
928,874 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
928,874 |
Termination Due to |
|
— |
|
— |
|
928,874 |
|
— |
|
542,180 |
|
73,301 |
|
— |
|
3,554,290 |
|
1,534,131 |
|
1,534,131 |
|
8,166,906 |
Termination Due to |
|
— |
|
— |
|
928,874 |
|
— |
|
542,180 |
|
73,301 |
|
621,000 |
|
— |
|
1,534,131 |
|
1,534,131 |
|
5,233,616 |
Change in Control |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
1,534,131 |
|
1,759,565 |
|
4,222,569 |
Eligible Retirement |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
Susan Bonner |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination without |
|
520,520 |
|
— |
|
— |
|
— |
|
468,468 |
|
17,187 |
|
— |
|
— |
|
1,102,918 |
|
1,102,918 |
|
3,212,010 |
Termination for |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
Termination Due to |
|
— |
|
— |
|
— |
|
— |
|
468,468 |
|
17,187 |
|
— |
|
2,030,028 |
|
1,102,918 |
|
1,102,918 |
|
4,721,518 |
Termination Due to |
|
— |
|
— |
|
— |
|
— |
|
468,468 |
|
17,187 |
|
6,800 |
|
— |
|
1,102,918 |
|
1,102,918 |
|
2,698,290 |
Change in Control |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
1,102,918 |
|
1,232,120 |
|
2,335,038 |
Eligible Retirement |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
55
Susan Bonner’s employment with the Company terminated on March 17, 2025. In connection therewith, Ms. Bonner received the severance benefits and termination treatment in respect of her restricted stock units and performance stock units that are provided under the terms of her Employment Agreement and applicable award agreements in connection with a termination by the Company without cause, except that the Company agreed to provide Ms. Bonner with a total of twenty-four months continued base salary payments, instead of twelve months of continued base salary payments, so long as Ms. Bonner complies with the terms of her restrictive covenant obligations set forth in her Employment Agreement.
56
Equity Compensation Plan Information
The following table provides certain information with respect to our 2019 Plan as of December 31, 2024, the only equity compensation plan in effect as of December 31, 2024.
|
|
Number of |
|
Weighted |
|
|
Number of |
|
|||||
Equity compensation plans approved by security holders |
|
|
2,116,679 |
|
|
|
$ |
— |
|
|
|
185,319 |
|
Equity compensation plans not approved by shareholders |
|
|
— |
|
|
|
$ |
— |
|
|
|
— |
|
Total |
|
|
2,116,679 |
|
|
|
$ |
— |
|
|
|
185,319 |
|
57
PAY VERSUS PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following table reports the compensation of our Principal Executive Officer (“PEO”), and the average compensation of our other Named Executive Officers (“Non-PEO NEOs”) as reported in the Summary Compensation Table for the past three fiscal years, as well as their “compensation actually paid” (“CAP”) as calculated pursuant to the applicable SEC rules and certain performance measures required by such rules.
The following table sets forth certain information with respect to the Company’s financial performance and the compensation paid to each of our Named Executive Officers for each of the fiscal years ended December 31, 2021, 2022, 2023 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of Initial Fixed |
|
|
|
|
|
|
|
|||||||||||||
Year |
|
Summary |
|
|
Compensation |
|
|
Summary |
|
|
Compensation |
|
|
Average |
|
|
Average |
|
|
Total |
|
|
Peer Group |
|
|
Net |
|
|
Adjusted |
|
||||||||||
2024 |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2023 |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||||
2022 |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2021 |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||||
Year |
|
Current PEO |
|
Former PEO |
|
Non-PEO NEOs |
2024 |
|
|
— |
|
Stephen B. Lazarus, Susan Bonner |
|
2023 |
|
|
— |
|
Stephen B. Lazarus, Susan Bonner |
|
2022 |
|
|
— |
|
Stephen B. Lazarus, Susan Bonner |
|
2021 |
|
|
|
Stephen B. Lazarus, Susan Bonner |
58
|
|
2021 |
|
|
2022 |
|
|
2023 |
|
|||||||||||||||||||
Adjustments |
|
Former |
|
|
Current |
|
|
Average |
|
|
Current |
|
|
Average |
|
|
PEO |
|
|
Average |
|
|||||||
Deduction for Amounts Reported under the |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Increase Based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Increase Based on Incremental Fair Value of Options/SARs Modified during Applicable FY |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Deduction for Change in the Actuarial |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Increase for Service Cost and, if applicable, |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
TOTAL ADJUSTMENTS |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
59
Current Peer Group (2024) |
Choice Hotels International |
e.l.f. Beauty |
European Wax Center |
Frontdoor |
Healthcare Services Group |
Hilton Grand Vacations |
Life Time Group |
Marriott Vacations Worldwide |
National Vision Holdings |
Olaplex |
Planet Fitness |
Playa Hotels & Resorts |
Travel + Leisure |
USANA Health Sciences |
Viad Corp |
Wyndham Hotels & Resorts |
Xponential Fitness |
60
Pay versus Performance Comparative Disclosure
The graphs below compare the CAP to our PEO and the average of the CAP to Non-PEO NEOs, with (i) our cumulative Total Shareholder Return against our Peer Group Total Shareholder Return, (ii) our Net Income, and (iii) our Adjusted EBITDA, in each case, for the fiscal years ended December 31, 2021, 2022, 2023 and 2024. Total Shareholder Return amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested.
Compensation Actually Paid and Company TSR
Compensation Actually Paid and Net Income
61
Compensation Actually Paid and Adjusted EBITDA
Pay Versus Performance Tabular List
We design our executive compensation plans to help attract, motivate, reward, and retain highly qualified executives who can create and sustain value for our shareholders. The following table lists the most important and only performance measure that we use to link CAP to our Named Executive Officers to company performance for the fiscal year ended December 31, 2024.
|
Most Important Performance Measure |
|
|
|
62
DIRECTOR COMPENSATION
Overview
Our Compensation Committee has the responsibility and authority to supervise and review the affairs of the Company as they relate to the compensation and benefits of our executive officers and our Board of Directors. In carrying out these responsibilities, our Compensation Committee reviews all components of executive officer and director compensation for consistency with the Company’s compensation philosophy, as in effect from time to time, and with the interests of our shareholders. Our Board of Directors, at the recommendation of our Compensation Committee, is solely responsible for determining the compensation of our Board of Directors.
Under our current director compensation program, all members of our Board of Directors who are not employees of the Company receive a yearly cash retainer equal to $75,000 and our Lead Independent Director also receives an additional yearly cash retainer equal to $50,000, in each case, payable at the time of the director’s election around the time of the Company’s annual shareholder meeting. Members of our Board of Directors were provided with the option to receive their 2024 retainer fees, which would normally be paid in cash, in the form of either RSUs or cash that would accrue and be paid at a later date.
In addition, the chairperson of our Audit Committee receives an additional yearly fee of $30,000, the chairperson of our Compensation Committee receives an additional yearly fee of $25,000 and the chairperson of our Nominating and Governance Committee receives an additional yearly fee of $25,000. All other members of our committees receive an annual fee of $7,500. Each non-employee director also receives a yearly grant of RSUs with a value equal to $125,000 (based on the closing price of the Company’s common shares on the date of grant). The RSUs fully vest upon the one-year anniversary of the grant date, subject to continuous service. Pursuant to the 2019 Plan, each non-employee director may voluntarily elect to defer the delivery of shares upon vesting of the RSUs, generally until the earlier of the 60th day following the non-employee director’s date of their separation of service or immediately prior to a change in control. We also pay reasonable travel and accommodation expenses of the non-employee directors in connection with their participation in meetings of our Board of Directors. For the purposes of director compensation, the term “yearly” refers to a “Board Year” in which a director serves, and which begins on the date of the Company’s annual shareholder meeting for such year.
2024 Director Compensation Table
The following table presents the total compensation for each person who served as a non-employee director of our Board of Directors during 2024. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to, any of the other non-employee directors of our Board of Directors. Mr. Fluxman, our Executive Chairman and Chief Executive Officer, did not receive any compensation for service as a director and, consequently, is not included in this table. The compensation received by Mr. Fluxman as an employee of the Company is presented in “—Summary Compensation Table.”
Name |
|
Fees Earned |
|
Stock Awards(2)(3) |
|
Total |
|
|||||||
Maryam Banikarim |
|
|
82,500 |
|
|
|
|
125,006 |
|
|
|
|
207,506 |
|
Glenn Fusfield |
|
|
82,500 |
|
|
|
|
125,006 |
|
|
|
|
207,506 |
|
Adam Hasiba |
|
|
82,500 |
|
|
|
|
125,006 |
|
|
|
|
207,506 |
|
Andrew R. Heyer |
|
|
82,500 |
|
|
|
|
125,006 |
|
|
|
|
207,506 |
|
Marc Magliacano |
|
|
82,500 |
|
|
|
|
125,006 |
|
|
|
|
207,506 |
|
Walter F. McLallen |
|
|
112,500 |
|
|
|
|
125,006 |
|
|
|
|
237,506 |
|
Lisa Myers |
|
|
82,500 |
|
|
|
|
125,006 |
|
|
|
|
207,506 |
|
Stephen W. Powell |
|
|
157,500 |
|
|
|
|
125,006 |
|
|
|
|
282,506 |
|
Jeffrey E. Stiefler |
|
|
107,500 |
|
|
|
|
125,006 |
|
|
|
|
232,506 |
|
63
Name |
|
Shares |
|
|
Maryam Banikarim |
|
|
7,306 |
|
Glenn Fusfield |
|
|
7,306 |
|
Adam Hasiba |
|
|
12,127 |
|
Andrew R. Heyer |
|
|
12,127 |
|
Marc Magliacano |
|
|
12,127 |
|
Walter McLallen |
|
|
7,306 |
|
Lisa Myers |
|
|
7,306 |
|
Stephen W. Powell |
|
|
16,511 |
|
Jeffrey E. Stiefler |
|
|
13,589 |
|
Compensation Committee Interlocks and Insider Participation
During fiscal year 2024, our Compensation Committee consisted of Mr. Powell (chairperson), Mr. Magliacano and Mr. Stiefler. None of the members of our Compensation Committee is, nor was during fiscal year 2024, an officer or employee of the Company. None of the members of our Compensation Committee was formerly an officer of the Company. None of our executive officers serves, or during fiscal year 2024 served, as a member of a Board of Directors or Compensation Committee of any entity that has, or during fiscal year 2024 had, one or more executive officers serving as a member of our Board of Directors or Compensation Committee.
64
OTHER MATTERS
Incorporation by Reference
To the extent that this Proxy Statement is incorporated by reference into any other filing by the Company under the Securities Act or the Exchange Act, the sections of this Proxy Statement entitled “Compensation Committee Report” and “Audit Committee Report” will not be deemed incorporated, unless otherwise specifically provided in such filing.
A copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC, may be obtained by shareholders without charge by written or oral request, or may be accessed on the Internet at www.sec.gov or www.onespaworld.com/investor-relations.
65
One spaworld at sea on land ONESPAWORLD HOLDINGS LIMITED OFFICE NUMBER 2, PINEAPPLE BUSINESS PARK, AIRPORT INDUSTRIAL PARK, P.O. BOX N-624 NASSAU, ISLAND OF NEW PROVIDENCE, COMMONWEALTH OF THE BAHAMAS SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 8, 2025. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on June 8, 2025. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V73955-P32002 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED DETACH AND RETURN THIS PORTION ONLY ONESPAWORLD HOLDINGS LIMITED The Board of Directors recommends you vote FOR the following proposals: 1. Election of Directors For Withhold 1a. Maryam Banikarim 1b. Glenn J. Fusfield 1c. Adam Hasiba 1d. Stephen W. Powell 2. Approval, by non-binding advisory vote, of the compensation of the Company's named executive officers. For Against Abstain 3. Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2025. NOTE: Such other business as may properly come before the meeting or any adjournment thereof Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice of Annual Meeting of Shareholders and Proxy Statement and Annual Report are available at www.proxyvote.com. ONESPAWORLD HOLDINGS LIMITED THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ANNUAL MEETING OF SHAREHOLDERS June 9, 2025 The shareholder(s) hereby appoint(s) Stephen B. Lazarus and Inga A. Fyodorova or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Shares of OneSpaWorld Holdings Limited that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 11:00 a.m., Eastern Daylight Time on Monday, June 9, 2025, in the Library Room, located at The Island House, Mahogany Hill, Western Road, Nassau, Bahamas, and any adjournment or postponement thereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND FOR PROPOSALS 2 AND 3. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE CONTINUED AND TO BE SIGNED ON REVERSE SIDE