Marc Magliacano
Director at OSW
Board
About Marc Magliacano
Marc Magliacano (age 50) is an independent Class B director of OneSpaWorld, serving since March 2019. He is a Managing Partner for L Catterton’s Flagship Buyout Fund, with prior roles at North Castle Partners and NMS Capital. He holds a BS in Economics from Wharton (Finance and Operations & Information Management) and an MBA from Columbia Business School. The proxy highlights past board experience (including Restoration Hardware and Leslie’s Pool Supplies).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Steiner Leisure (OSW predecessor’s parent) | Director | Joined December 2015 | Industry continuity and sector expertise supporting OSW’s evolution |
| North Castle Partners | Principal | 1999–2006 | Originated/executed investments in consumer health and wellness |
| NMS Capital (merchant bank of NationsBanc Montgomery Securities) | Investor | Prior to 1999 | Growth investments in early-stage consumer/retail |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| L Catterton (consumer-focused private equity) | Managing Partner, Flagship Buyout Fund | Senior investment professional since May 2006 | Firm with ~$37B equity capital across nine strategies and 17 offices |
| Restoration Hardware | Director (past) | Not disclosed | Included among prior public company boards |
| Leslie’s Pool Supplies | Director (past) | Not disclosed | Included among prior public company boards |
Board Governance
- Committee memberships: Compensation Committee member (not Chair). Compensation Committee is composed of Stephen W. Powell (Chair), Marc Magliacano, and Jeffrey E. Stiefler; all members are independent under SEC and Nasdaq rules; the Committee held five meetings in FY2024.
- Independence: Board affirmatively determined Magliacano is independent.
- Attendance: In FY2024, the Board held seven regular meetings with executive sessions; all directors attended at least 75% of Board and committee meetings except Mr. Magliacano (engagement risk).
- Lead Independent Director: Stephen W. Powell serves as Lead Independent Director with specified responsibilities for Board process and oversight.
- Committees’ cadence: Audit Committee held eight meetings in FY2024; Compensation Committee held five.
- Declassification: Board approved amendment to declassify the Board beginning with 2025 AGM, fully declassified after 2027 (positive governance signal).
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $75,000 | Payable at the time of director election around AGM; option to take RSUs or accrue cash |
| Committee membership fee | $7,500 | Per committee member annually (non-chair) |
| Committee chair fees | N/A to Magliacano | Audit Chair $30k; Compensation Chair $25k; Nominating Chair $25k (he is not chair) |
| Lead Independent Director retainer | N/A | $50,000 (applies to Powell) |
| 2024 Fees earned or paid in cash | $82,500 | He elected RSUs in lieu of cash for the retainer (RSUs vest in 1 year) |
| 2024 Director RSU grant (value) | $125,006 | Annual director RSU grant; 1-year cliff vest; settlement deferral optional |
| 2024 Total director compensation | $207,506 | Sum of cash-equivalent retainer (elected as RSUs) + RSU grant |
Notably, Magliacano did not elect to defer settlement of his 2024 RSU grant, unlike most other non-employee directors (except Fusfield and Hasiba).
Performance Compensation
| Element | Metric(s) | Vesting/Condition | Details |
|---|---|---|---|
| Director equity (RSUs) | None (time-based) | Fully vest upon one-year anniversary of grant date, subject to continuous service | Directors receive a yearly RSU grant valued at $125,000; no PSUs or performance conditions for directors disclosed |
| Executive pay performance benchmark (context) | Adjusted EBITDA | Used as most important performance measure for NEO pay vs performance disclosure | For executives, CAP linked to Adjusted EBITDA; director equity remains time-based |
Other Directorships & Interlocks
- Current public boards: Not disclosed for Magliacano; prior boards include Restoration Hardware and Leslie’s Pool Supplies (public).
- Compensation Committee Interlocks: None. During FY2024, no OSW executive officer sat on another entity’s board/comp committee that had OSW executives on OSW’s Board/Comp Committee.
- Registration Rights: A 2020 Second Amended and Restated Registration Rights Agreement provides customary registration rights; certain directors hold piggyback rights.
Expertise & Qualifications
- Education: BS in Economics (Wharton, dual degrees in Finance and OIM); MBA (Columbia).
- Domain expertise: Consumer-focused private equity, health and wellness, retail/consumer investments; prior board experience on private and public companies.
- Board qualifications: Independent director; member of Compensation Committee; Board determined independence and financial-literate Audit Committee composition elsewhere on Board.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | RSUs Outstanding (as of 12/31/2024) |
|---|---|---|---|
| Marc Magliacano | 46,162 | <1% (per proxy’s notation) | 12,127 |
- Ownership basis: 102,697,235 voting common shares outstanding as of April 21, 2025.
- Hedging/Pledging: Company policy prohibits directors from hedging OSW securities or pledging them as collateral; margin accounts are prohibited.
- Stock ownership guidelines: Company has not adopted formal stock ownership guidelines (noted governance gap); executives hold shares valued at 10x–36x base salary, but director-specific guidelines are not in place.
Governance Assessment
- Board effectiveness and independence: Magliacano is independent and serves on the Compensation Committee that met five times in FY2024; the Board regularly conducts executive sessions and maintains a Lead Independent Director structure. Positive signals include Board declassification and independent committee composition.
- Engagement risk: Attendance below the 75% threshold in FY2024 is a material governance red flag for investor confidence and committee effectiveness.
- Alignment: Elected to take RSUs in lieu of cash retainer, plus annual RSU grant; did not defer RSU settlement (others mostly did). Equity alignment is present via RSUs and beneficial holdings, but absence of formal director ownership guidelines reduces structural alignment.
- Conflicts/related-party exposure: Significant affiliation with L Catterton; another OSW director (Hasiba) is a Managing Director at L Catterton, increasing potential perception of sponsor influence. However, the Board determined independence, Compensation Committee interlocks are expressly denied, and related-party transactions must be reviewed/approved by the Audit Committee under Item 404 policy. No L Catterton-related Item 404 transactions are disclosed in the proxy beyond registration rights.
- Pay-governance context: Director pay structure is standard (cash retainer + committee fees + annual time-based RSUs). Executive say-on-pay support was 91% in 2024 (shareholder confidence in pay practices), and Mercer is engaged as independent comp consultant with no conflicts found.
RED FLAGS:
- Below-75% attendance in FY2024 (engagement/oversight risk)
- No formal director stock ownership guidelines (alignment gap)
Positive Signals:
- Independent committee membership; no comp committee interlocks
- Prohibition on hedging and pledging (alignment protection)
- Board declassification underway (enhanced accountability)