Jeffrey Stiefler
Director at OSW
Board
About Jeffrey E. Stiefler
Jeffrey E. Stiefler, age 78, has served as a director of OneSpaWorld Holdings Limited since March 2019. He holds a B.A. from Williams College and an M.B.A. from Harvard Business School, and brings extensive experience leading consumer and business services companies across financial services, fintech, software, and private equity, including chair and lead independent director roles at major public companies. He is deemed independent by the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Worldpay, Inc. (formerly Vantiv) | Non‑executive Chair (pre‑IPO), Chair post‑IPO, Director | Chair: Aug 2010–Jan 2018; Director through June 2019 | Led board through IPO; strategic oversight until acquisition by FIS |
| Fidelity National Information Services (FIS) | Lead Independent Director of combined firm (post‑Worldpay acquisition) | From June 2019 (end date not disclosed) | Lead independent oversight post‑merger |
| LPL Financial Corporation | Director (prior) | Not disclosed | Governance oversight |
| VeriFone Systems, Inc. | Director (prior) | Not disclosed | Governance oversight |
| Taleo Corporation, Inc. | Lead Director (prior to acquisition by Oracle) | Through April 2012 | Oversaw sale to Oracle |
| SquareTrade | Lead Director (prior to acquisition by Allstate) | Through 2017 | Oversaw sale to Allstate |
| Digital Insight | Chairman, President & CEO | Aug 2003–Feb 2007 | Led company to sale to Intuit |
| American Express | President & Director; President & CEO of American Express Financial Advisors | Not disclosed | Senior leadership roles |
External Roles
| Company | Role | Status |
|---|---|---|
| FIS (after acquiring Worldpay) | Lead Independent Director | Post‑June 2019; current status not specified in proxy |
| LPL Financial | Director (prior) | Past role |
| VeriFone Systems | Director (prior) | Past role |
| Taleo | Lead Director (prior) | Past role; company sold in April 2012 |
| SquareTrade | Lead Director (prior) | Past role; company sold in 2017 |
Board Governance
- Committee assignments: Chair, Nominating & Governance Committee; Member, Compensation Committee; not on Audit. Independent director.
- Committee activity and engagement: Board held 7 regular meetings in 2024; Audit Committee met 8 times; Compensation Committee met 5 times; Nominating & Governance Committee met 5 times. All directors attended at least 75% of Board and committee meetings except one director (not Stiefler).
- Leadership context: CEO and Chair roles combined at OSW, balanced by Lead Independent Director (Stephen W. Powell) and fully independent principal committees; Stiefler chairs Nominating & Governance, central to board composition, evaluation, and governance standards.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $75,000 | Standard for non‑employee directors |
| Committee chair fee (Nominating & Governance) | $25,000 | Chair premium |
| Committee member fee (Compensation) | $7,500 | Member fee |
| 2024 Fees Earned or Paid in Cash | $107,500 | Election to receive RSUs in lieu of cash; value matched to cash retainer |
Performance Compensation
| Equity Award | Grant Date | Fair Value | Vesting | Deferral Election |
|---|---|---|---|---|
| Annual Director RSUs | 2024 Board Year | $125,006 | Fully vest at one‑year anniversary, subject to service | Most directors (including Stiefler) elected to defer RSU settlement until separation or change in control |
No performance metrics are tied to director compensation; awards are time‑based RSUs with optional deferral.
Other Directorships & Interlocks
| Topic | Details |
|---|---|
| Compensation Committee interlocks | None; no insider participation; members (including Stiefler) were not officers or employees. |
| Registration rights | Certain directors party to amended registration rights agreement with piggyback rights; standard governance oversight via Audit Committee. |
| Shared directorships with OSW counterparties | None disclosed. |
Expertise & Qualifications
- Strategic, operations, and financial leadership across fintech, software, and consumer services; extensive board leadership including lead independent roles.
- Governance expertise as current Chair of OSW’s Nominating & Governance Committee.
Equity Ownership
| Holder | Shares | % Outstanding | Notes |
|---|---|---|---|
| Jeffrey E. Stiefler (total beneficial) | 183,000 | <1% | Includes direct and trust holdings; less than one percent of 102,697,235 shares outstanding (as of Apr 21, 2025) |
| Direct | 109,072 | n/a | Held directly |
| Stiefler Trust U/T/D 5/31/07 | 73,928 | n/a | He is trustee with voting/dispositive power |
| Unvested RSUs outstanding (as of 12/31/2024) | 13,589 | n/a | Director RSUs; most directors elected deferral |
| Hedging/Pledging | Prohibited by OSW policy for directors | Alignment positive | No hedging or pledging allowed under Insider Trading Policy |
Governance Assessment
- Strengths: Independent status; chairs Nominating & Governance with active meeting cadence; solid attendance; compensation aligned with standard market structure (cash retainer plus time‑based RSUs, optional deferral). Hedging/pledging prohibition and clawback policy support alignment and accountability.
- Potential watch‑items: Company’s combined CEO/Chair structure increases reliance on Lead Independent Director and committee chairs for counterbalance; Stiefler’s historical registration rights indicate standard liquidity mechanisms but warrant monitoring for any appearance of conflict. No related‑party transactions or compensation interlocks disclosed involving Stiefler.