Leonard Fluxman
About Leonard Fluxman
Leonard Fluxman, age 67, is Executive Chairman and Chief Executive Officer of OneSpaWorld (OSW) and has served as a director since March 2019; he became Executive Chairman and CEO in March 2021. He is a certified public accountant with a Bachelor of Commerce (University of Witwatersrand) and Honors Bachelor of Accounting Science (University of South Africa) . Under his leadership, OSW reported 2024 revenue of $895.0 million (+13% YoY), adjusted EBITDA of $112.1 million (+23% YoY), and a 43% share price increase in FY2024; pay-versus-performance shows cumulative TSR value of $197.19 for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OneSpaWorld | Executive Chairman & CEO; President (stepped down March 2025) | Exec Chair 2019–2021; CEO since Mar 2021; President 2021–Mar 2025 | Combined Chair/CEO structure with Lead Independent Director oversight |
| Steiner Leisure | President & CEO | Jan 2001–Mar 2019 | Led OSW predecessor; extensive consumer services leadership |
| Steiner Leisure | President & COO; COO & CFO | Jan 1999–Dec 2000; Nov 1995–Dec 1998 | Senior operations and finance leadership |
| Coiffeur Transocean (CTO) | VP Finance; COO | 1990–Jun 1994; Jun 1994–Nov 1996 | Operated business similar to OSW predecessor |
| Laventhol & Horwath | Manager | 1986–1989 | Public accounting experience; CPA credential |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy bio lists OSW and prior roles; no current external public boards disclosed |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $910,252 | $910,252 | $946,662 |
| Actual Annual Incentive Paid ($) | $1,873,019 | $2,275,631 | $2,027,277 |
2024 AIP target bonus opportunity for Fluxman was 125% of base salary; threshold 62.5%, maximum 250% .
Performance Compensation
2024 Annual Incentive (AIP) Design and Outcome
| Metric | Threshold | Target | Maximum | Actual | Payout as % of Target |
|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | $85.6 | $95.1 | $118.9 | $112.2 | 214.2% |
Fluxman’s 2024 AIP target was 125% of base salary; with 214.2% payout of target, his AIP paid $2,027,277 .
Long-Term Incentives (PSUs) – Performance and Vesting
| Metric | Target ($mm) | Actual ($mm) | Payout % | Vesting |
|---|---|---|---|---|
| Adjusted EBITDA (PSUs granted Dec 2023; measured FY2024) | $95.1 | $112.2 | 135.66% | One-third on determination date; one-third on 2nd and 3rd anniversaries |
LTI mix for executives: 50% RSUs vesting ratably over three years, 50% PSUs with one-year EBITDA performance then time-vesting over three years .
2024 Grants
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value ($) |
|---|---|---|---|
| PSUs (target) | 12/2/2024 | 76,923 | $1,499,999 |
| RSUs | 12/2/2024 | 76,923 | $1,499,999 |
Equity Ownership & Alignment
Beneficial Ownership
| As of | Direct Shares | Indirect (Fluxman Family Holdings LLC) | Total | % of Outstanding |
|---|---|---|---|---|
| April 21, 2025 | 1,438,070 | 285,338 | 1,723,408 | 1.6% (out of 102,697,235 shares) |
The company prohibits hedging, margin accounts, and pledging of company securities by directors and officers . OSW has not adopted formal stock ownership guidelines; executives hold shares valued at 10x–36x base salary, indicating alignment .
Outstanding Equity Awards (CEO) at 12/31/2024
| Metric | 2022 Grant | 2023 Grant | 2024 Grant |
|---|---|---|---|
| RSUs – Units (#) | 112,494 | 69,680 | 76,923 |
| RSUs – Market Value ($) | $2,238,632 | $1,386,632 | $1,530,768 |
| PSUs (max) – Units (#) | — | 290,040 | 153,846 |
| PSUs (max) – Market Value ($) | — | $4,159,896 | $3,061,536 |
Stock vested in 2024 for Fluxman: 319,906 shares; value realized $5,977,540 . In January 2023, a late Form 4 reported a sale to satisfy tax withholding upon PSU vesting (administrative error noted) .
Employment Terms
| Term | Provision |
|---|---|
| Agreement term | Initial term ending Dec 31, 2020; auto-renews annually unless 90 days’ notice |
| Severance (without cause / good reason) | Lump sum 3x (salary + target bonus), plus pro-rata target bonus and actual-year bonus based on performance; 24 months COBRA premiums |
| Change-in-control (280G) | Cutback to avoid excise tax unless “best net” higher; no excise tax gross-up |
| Equity treatment – termination | RSUs/PSUs accelerate and vest on termination without cause, disability, death, or good reason (PSUs at target if before determination; actual if after) |
| Equity treatment – change-in-control | RSUs vest; PSUs earn at target if CIC before determination or at actual if after; requires continued employment through consummation |
| Retirement eligibility | Fluxman meets age/service requirements; retirement equity treatment requires Compensation Committee approval |
| Restrictive covenants | Non-compete, non-solicit, non-hire during employment and for two years post-termination; mutual non-disparagement and confidentiality |
Illustrative potential payments (as of 12/31/2024): termination without cause/good reason total $19,214,714; change in control equity acceleration value $10,100,708 .
Board Governance
- Board service history: Director since March 2019; Executive Chairman and CEO since March 2021; stepped down from President role in March 2025 .
- Committee roles: Board committees are composed solely of independent directors; Fluxman is not listed as a member of Audit, Compensation, or Nominating committees .
- Dual-role implications: Board affirms combined Chair/CEO is most effective currently, balanced by a Lead Independent Director (Stephen W. Powell) and fully independent committees .
- Board attendance: The Board held seven regular meetings in FY2024; all directors attended at least 75% of meetings of the Board and committees they served, except Mr. Magliacano .
Compensation Structure Analysis
- Pay mix: CEO has 81% at-risk compensation; other NEOs average 74% at-risk, emphasizing performance alignment .
- Performance metrics: Compensation plans are tied primarily to Adjusted EBITDA for annual and long-term incentives, with clear threshold/target/max levels and transparent payout curves .
- Peer group and consultant: 2024 compensation peer group spans specialized consumer services, leisure, hotels; Mercer engaged as independent consultant, with no conflicts disclosed .
- Clawback policy: Complies with Nasdaq/Section 10D; recovers excess incentive compensation over three prior completed years upon restatement .
- Equity practices: No current stock options granted; RSUs/PSUs governed under 2019 Plan with acceleration terms as described .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 91% of advisory votes cast approved NEO compensation; annual say‑on‑pay frequency affirmed .
Investment Implications
- Alignment: High pay-for-performance alignment with substantial at-risk pay, EBITDA-driven AIP/PSUs, and clear vesting schedules; clawback and anti-hedging/pledging policies strengthen governance .
- Retention: Robust severance (3x salary+target bonus) and accelerated vesting on qualifying terminations support retention but represent meaningful termination economics; retirement eligibility for Fluxman could lead to continued vesting with Committee approval .
- Selling pressure: Regular RSU/PSU vesting and documented tax-withholding sales indicate routine liquidity events around vest dates; prohibitions on margin/pledging mitigate forced-selling risks .
- Governance: Combined Chair/CEO is mitigated by a Lead Independent Director and fully independent committees; Board is declassifying over 2025–2027, improving accountability .