Lisa Myers
Director at OSW
Board
About Lisa Myers
Independent director (since June 2023; age 57). Co‑founder and Managing Partner of Clerisy, a consumer and consumer‑technology private equity firm; previously Partner at L Catterton and Executive Vice President/lead portfolio manager in Franklin Templeton’s Global Equity Group. J.D. (Georgetown University), B.A. (University of Pennsylvania), CFA charterholder; prior legal practice at Willkie Farr & Gallagher. Resides in The Bahamas; has held public and private board roles and is active in industry and nonprofit organizations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clerisy | Co‑Founder & Managing Partner | Not disclosed | Leads investing in consumer and consumer technology businesses |
| L Catterton | Partner | Not disclosed | Consumer-focused private equity investing |
| Franklin Templeton (Global Equity Group) | EVP & Lead Portfolio Manager; coordinator of global consumer research | 19 years | Managed flagship global equity/asset allocation funds and institutional mandates |
| BTG Pactual | Co‑Head, Global Partnership Investing | Not disclosed | Transition into private investing prior to L Catterton |
| Aspirational Consumer Lifestyle Corp. (SPAC) | President | 2021 | Completed NYSE listing of Wheels Up |
| Willkie Farr & Gallagher | Attorney | Not disclosed | Legal practice prior to investment career |
External Roles
| Organization/Activity | Role | Notes |
|---|---|---|
| Private companies (unnamed) | Director | Current private company board positions; prior public company board roles |
| Women’s World Banking | Former Director | Microfinance for women in emerging markets |
| Wharton Private Equity & Venture Capital Alumni Association | Board member | Industry engagement |
| YESI (Bahamas) | Co‑founder | Sports outreach program |
| Professional | CFA charterholder; member, CFA Institute | Professional credential |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Lisa Myers is independent under Nasdaq/SEC rules |
| Committee memberships | Nominating & Governance Committee (member) |
| Committee chair roles | None (Nominating & Governance Committee chaired by Jeffrey E. Stiefler) |
| Board structure | Board declassifying over 2025–2027; annual elections phased in; fully declassified after 2027 AGM |
| Lead Independent Director | Stephen W. Powell |
| Meetings and attendance | Board held 7 regular meetings in 2024; Nominating & Governance held 5; all directors met ≥75% attendance except Marc Magliacano (Myers met ≥75%) |
Fixed Compensation (Director)
| Component | 2024 Program Detail | 2024 Actual – Lisa Myers |
|---|---|---|
| Annual Board retainer (cash) | $75,000; directors may elect RSUs in lieu of cash; paid around the annual meeting | Elected to receive in cash; included in fees |
| Committee membership fee | $7,500 per committee member | $7,500 (Nominating & Governance Committee) |
| Committee chair fees | Audit Chair $30,000; Compensation Chair $25,000; N&G Chair $25,000 | N/A (not a chair) |
| Lead Independent Director retainer | $50,000 additional | N/A |
| 2024 fees earned (cash) | — | $82,500 |
| Meeting fees | None disclosed | None disclosed |
Performance Compensation (Director)
| Component | Structure | 2024 Grant – Lisa Myers |
|---|---|---|
| Annual RSU grant | RSUs valued at $125,000; vest fully on 1‑year anniversary; deferral election permitted until separation or change in control | $125,006 grant date fair value; Myers elected cash for retainer but received separate annual RSU grant; elected to defer RSU delivery (all non‑employee directors except Fusfield, Hasiba, Magliacano elected deferral) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in OSW proxy |
| Private company boards | Holds several private company board positions |
| Prior public company boards | Has previously held public company board roles (not specified) |
| Potential network/interlocks | Historical ties to L Catterton (also represented on OSW board by Marc Magliacano and Adam Hasiba) merit ongoing monitoring for perceived influence; board affirms independence and has related‑party review processes |
Expertise & Qualifications
- Finance and investing: Decades in global public equities and private equity; consumer sector expertise; SPAC leadership experience .
- Legal and governance: J.D.; experience practicing law; Nominating & Governance committee member .
- Credentials and networks: CFA charterholder; active in industry associations and nonprofit leadership .
Equity Ownership
| Item | Lisa Myers | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 15,710 shares; <1% of outstanding | |
| RSUs outstanding (12/31/2024) | 7,306 units | |
| Ownership guidelines | Company states it has not adopted formal stock ownership guidelines (company‑wide statement) | |
| Hedging/pledging | Company policy prohibits directors, officers, and employees from hedging and from pledging or holding Company securities in margin accounts |
Governance Assessment
-
Strengths
- Independent director with deep consumer investing, global markets, and legal background; serves on Nominating & Governance, aligning skills with oversight responsibilities .
- Solid engagement: met ≥75% attendance threshold; board and committee activity levels are robust (7 board meetings; N&G 5) .
- Alignment mechanisms: annual RSU grant with optional deferral; Myers’ deferral election and separate cash retainer choice support flexibility and long‑term orientation .
- Shareholder environment: Say‑on‑pay received 91% approval in 2024, indicating generally supportive investor sentiment on compensation governance .
-
Watch items / potential conflicts
- Private equity affiliations (current Clerisy; prior L Catterton) in consumer sectors adjacent to OSW’s ecosystem may create perceived conflicts if portfolio companies interact with OSW as partners, suppliers, or competitors; no related‑party transactions disclosed for 2024, and Audit Committee reviews any such transactions under policy .
- Board composition includes multiple directors with private equity backgrounds; board is mitigating via independence determinations, committee independence, and ongoing declassification to enhance accountability .
-
Red flags
- None disclosed specific to Myers on attendance, hedging/pledging, pledging of shares, or related‑party transactions; company policy prohibits hedging/pledging and requires Audit Committee review of any related‑party dealings .
Overall: Myers brings relevant consumer investing and governance expertise with independent status and satisfactory engagement. Continue monitoring for any Clerisy‑related overlaps and L Catterton network dynamics; current disclosures and policies reasonably mitigate conflict risk .
Appendix — 2024 Director Compensation Detail (Company Table)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Lisa Myers | 82,500 | 125,006 | 207,506 |
| Program Elements | Amount/Terms |
|---|---|
| Annual cash retainer | $75,000 |
| Committee member fee | $7,500 |
| Audit/Comp/N&G Chair fees | $30,000 / $25,000 / $25,000 |
| Lead Independent Director retainer | $50,000 |
| Annual RSU grant | $125,000 value; 1‑year cliff vest; optional deferral |