Adam Hasiba
Director at OSW
Board
About Adam Hasiba
Adam Hasiba (age 41) has served as an independent director of OneSpaWorld since June 2020. He is currently a Managing Director at L Catterton (also 2014–2022), and previously served as CFO of Ideal Image; earlier roles include Director of Strategy at Ferrara Candy Company and consultant at McKinsey focused on CPG/retail operations. He graduated cum laude with a B.S. in Electrical Engineering (Northwestern) and cum laude with a B.S. in Physics (Loyola Chicago), and earned an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| L Catterton | Managing Director | 2014–2022; current | Consumer-focused investing; operational/financial support to portfolio companies |
| Ideal Image | Chief Financial Officer | Prior to rejoining L Catterton | Led finance at leading North American aesthetics brand |
| Ferrara Candy Company | Director of Strategy | Prior to initial L Catterton employment | Led transformation across marketing, sales, supply chain |
| McKinsey & Company | Consultant (CPG & retail practice) | Several years | Global work in supply chain, retail, finance, process optimization |
External Roles
| Category | Role/Entity | Details |
|---|---|---|
| Investment firm role | Managing Director, L Catterton | Current position; consumer brand focus |
| Public company boards | Not disclosed | Proxy biography lists roles but does not disclose other public company directorships for Hasiba |
Board Governance
- Independence: Board affirmatively determined Hasiba is independent under SEC and Nasdaq rules .
- Committee assignments: Audit Committee member; not on Compensation or Nominating & Governance committees .
- Attendance: In FY2024, the Board held seven regular meetings; all directors attended at least 75% of Board/committee meetings except Mr. Magliacano (implies Hasiba met the threshold). Audit Committee held eight meetings; Nominating five; Compensation five .
- Leadership & oversight: Board holds regular executive sessions of independent directors; Stephen W. Powell serves as Lead Independent Director. Board approved declassification in April 2025 with annual elections phased through 2027 .
| Committee | Membership | Chair |
|---|---|---|
| Audit | Yes | No |
| Compensation | No | — |
| Nominating & Governance | No | — |
Fixed Compensation
- Director compensation structure:
- Annual cash retainer: $75,000; committee membership fees: $7,500; chair fees: Audit $30,000; Compensation $25,000; Nominating $25,000; Lead Independent Director receives $50,000 .
- Option to take 2024 retainer in RSUs or deferred cash .
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 82,500 |
| Stock Awards (RSUs, grant-date fair value) | 125,006 |
| Total | 207,506 |
Notes:
- The $82,500 likely reflects $75,000 base retainer + $7,500 Audit Committee membership fee under program terms .
- Hasiba elected to receive RSUs in lieu of cash for the retainer; these RSUs fully vest one year from grant, subject to continuous service .
Performance Compensation
- Equity form: Annual RSUs valued at $125,000; fully vest at one-year anniversary, subject to service. Directors may elect deferral of RSU delivery until separation or change-in-control; Hasiba did not defer his 2024 RSUs (deferral elected by most directors except Fusfield, Hasiba, Magliacano) .
- Change-of-control treatment: Under the 2019 Plan, RSUs accelerate and vest upon a change-in-control (plan-wide terms); the Compensation Committee has discretion to accelerate vesting and settlement in connection with change-in-control events .
| Equity Feature | Detail |
|---|---|
| RSU Grant Value (2024) | $125,006 |
| Vesting | Full vest at one year, subject to continuous service |
| Retainer election | RSUs in lieu of cash retainer elected |
| Deferral election | Not deferred (unlike most other directors) |
| Change-in-control | RSUs accelerate per 2019 Plan |
Other Directorships & Interlocks
- L Catterton ties on OSW board: Marc Magliacano is Managing Partner, Flagship Buyout Fund at L Catterton ; Lisa Myers previously was a partner at L Catterton . This creates a private equity network presence on the board; Board nevertheless determined all are independent .
- Registration Rights: A June 12, 2020 A&R Registration Rights Agreement provides piggyback rights to certain directors (not individually named), a potential capital-markets interlock but typical for legacy investors .
Expertise & Qualifications
- Finance and operations: CFO experience at Ideal Image; strategy leadership at Ferrara (marketing, sales, supply chain) .
- Investment and value creation: Consumer-focused investing and operational support at L Catterton .
- Analytical credentials: Engineering and physics degrees (cum laude), MBA from Harvard Business School .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 41,960 (<1%) as of April 21, 2025 |
| Total shares outstanding (reference) | 102,697,235 |
| RSUs outstanding (as of Dec 31, 2024) | 12,127 |
| Hedging/Pledging | Prohibited by Insider Trading Policy for directors (hedging, margin, pledging) |
Voting Support & Engagement Signals
| 2025 Director Election | For | Withheld | Broker non-votes |
|---|---|---|---|
| Adam Hasiba | 91,047,459 | 1,497,070 | 5,411,588 |
- Say-on-Pay (2025): For 86,225,655; Against 5,450,983; Abstain 867,891; Broker non-votes 5,411,588 — strong support for compensation program .
- Annual Meeting attendance: All directors attended the 2024 annual shareholders’ meeting; directors met attendance threshold in 2024 (except Magliacano) .
Governance Assessment
-
Strengths:
- Independence affirmed; Audit Committee membership enhances financial oversight .
- Strong shareholder support in 2025 director vote (≈98.4% of non-broker votes cast “For” Hasiba), signaling investor confidence .
- Equity-heavy mix with RSUs in lieu of cash retainer aligns director compensation with shareholder outcomes; standard one-year vest aids retention .
- Hedging/pledging prohibitions reduce misalignment risk; regular executive sessions support independent oversight .
-
Watch items / RED FLAGS:
- No formal director stock ownership guidelines disclosed (company has executive ownership commentary only), potentially weaker formal alignment expectations for directors .
- Multiple board members with L Catterton affiliations (Magliacano, Myers) can create perceived influence/interlocks; Board independence is affirmed and Audit Committee reviews related-party transactions, but continued monitoring is prudent .
- Piggyback registration rights for certain directors could create capital-markets dynamics; typical in legacy investor structures but merits awareness during equity transactions .
-
Overall implication: Hasiba brings finance, operations, and investment expertise relevant to OSW’s consumer wellness footprint, with strong shareholder support and audit oversight participation. Continued attention to private equity interlocks and formalization of director ownership guidelines would further bolster governance optics .