Maryam Banikarim
Director at OSW
Board
About Maryam Banikarim
Independent director at OneSpaWorld Holdings Limited (OSW), age 56, serving since May 2019. She brings extensive C‑suite marketing leadership across media and hospitality, with a BA from Barnard College and both an MBA and a Master of International Affairs (National Security) from Columbia University. She currently works in an advisory capacity with Partnership for New York City and is being nominated for a one‑year term as OSW declassifies its board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hyatt Hotels Corporation | EVP & Global Chief Marketing Officer | 2015–2018 | Global brand and growth marketing leadership |
| Gannett Co., Inc. | SVP & Chief Marketing Officer | 2011–2015 | Brand and consumer transformation |
| NBCUniversal Media, LLC | SVP, Integrated Sales Marketing | 2009–2011 | Integrated commercial strategy |
| Univision Communications | Chief Marketing Officer | 2002–2009 | Multicultural brand leadership |
| Nextdoor | Executive (prior role) | Not disclosed | Community platform/go‑to‑market experience |
External Roles
| Organization | Role | Nature |
|---|---|---|
| Partnership for New York City | Advisor | Non‑profit advisory capacity |
| Reporters Without Borders | Director | Non‑profit board |
| Mobile Marketing Association | Director | Industry association board |
| Brand 50; StrawberryFrog; Cove Hill Partners | Advisor | Brand/consulting/private equity advisory roles |
| Fast Company Impact Council; Adweek Women Trailblazers; TIME100 Advisory Board | Member | Professional councils/recognitions |
Board Governance
| Attribute | Status | Evidence |
|---|---|---|
| Independence | Independent director (Nasdaq standards) | Board affirmatively determined independence for Banikarim |
| Committee assignments | Nominating & Governance Committee (member) | Listed as member; chair is Jeffrey E. Stiefler |
| Chair roles | None | Committee chair roles shown for others, not Banikarim |
| Attendance | ≥75% of Board/committee meetings in FY2024 | All directors except one met 75% threshold; Board held 7 meetings; N&G held 5 |
| Election cycle | Standing for 1‑year term in 2025 as part of declassification | Board declassification phased 2025–2027; Banikarim is a 2025 nominee |
| Lead Independent Director | Stephen W. Powell | Lead role, independent sessions each regular meeting |
- Hedging/pledging: OSW prohibits hedging, shorting, derivatives, and pledging/margining of company stock by directors. This reduces alignment risk.
- Related‑party review: Audit Committee must pre‑approve related‑person transactions; the proxy does not identify any specific related‑party transactions involving Ms. Banikarim.
- Compensation committee interlocks: None reported.
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer (cash) | $75,000 | Standard yearly cash retainer |
| Committee member fee | $7,500 | For Nominating & Governance Committee membership |
| Total cash earned/paid (FY2024) | $82,500 | Ms. Banikarim elected cash for her retainer |
| Committee chair premiums | $0 | Not a chair; chair fees: Audit $30k, Comp $25k, N&G $25k |
- FY2024 director compensation totals: Cash fees $82,500; RSU grant date fair value $125,006; Total $207,506.
Performance Compensation (Director)
| Instrument | FY2024 Value | Shares/Units | Vesting & Terms | Performance Metrics |
|---|---|---|---|---|
| RSUs (annual director grant) | $125,006 | Not stated (director‑level total; see outstanding below) | RSUs vest fully on 1‑year anniversary; Ms. Banikarim elected to defer delivery until the earlier of change in control or 60th day post‑separation | None; time‑based (no PSU metrics for directors) |
- Program structure: Non‑employee directors receive a yearly RSU grant valued at $125,000 at grant; directors may defer settlement under the 2019 Plan. No option awards or performance‑vesting equity are used for directors.
Other Directorships & Interlocks
| Category | Status | Detail |
|---|---|---|
| Current public company boards | None | “Does not currently serve on the board of directors of any other publicly traded companies” |
| OSW Compensation Committee interlocks | None | No interlocking relationships reported in 2024 |
| Private/non‑profit/association boards | Multiple | Reporters Without Borders; Mobile Marketing Association |
Expertise & Qualifications
- C‑suite marketing leadership across hospitality, media, and community platforms; strong brand building and demand generation profile.
- Governance exposure via non‑profit and association boards; active in marketing/brand advisory roles.
- Education: BA (Barnard); MBA and Master of International Affairs (Columbia).
Equity Ownership
| Item | Amount | As‑of / Terms |
|---|---|---|
| Beneficial ownership (shares) | 83,071 (<1%) | As of April 21, 2025; company had 102,697,235 shares outstanding |
| RSUs outstanding (director grants) | 7,306 | Unvested RSUs held at 12/31/2024 |
| Hedging/Pledging | Prohibited | Insider Trading Policy bans hedging and pledging/margining |
| Ownership guidelines | Not formally adopted | Company states it has not adopted formal stock ownership guidelines (addressed in proxy) |
Governance Assessment
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Strengths for investor confidence
- Independent director with ≥75% attendance; active on Nominating & Governance (5 meetings in FY2024), supporting board refresh/declassification and shareholder engagement oversight.
- Compensation mix shows aligned incentives: meaningful annual RSU ($125k) plus option to defer settlement, increasing long‑term alignment; elected cash for fees, equity for alignment via RSUs.
- No compensation committee interlocks; robust related‑party review; stringent anti‑hedging/pledging policy.
- Broader shareholder context: Say‑on‑pay received 91% support in 2024, signaling constructive investor sentiment toward OSW’s pay governance framework.
-
Watch items / potential gaps
- No current public‑company board service—reduces interlock risks but limits peer public board cross‑pollination experience.
- Not a financial expert and not on Audit or Compensation Committees; her board influence centers on Nominating & Governance (appropriate for her expertise).
- Company lacks formal stock ownership guidelines (company‑wide), though hedging/pledging is prohibited and directors receive annual equity grants; continued disclosure on director ownership targets could further strengthen alignment optics.
-
Overall: Banikarim’s marketing and brand expertise complements OSW’s consumer‑facing profile; independence, attendance, and N&G engagement, coupled with equity‑based director pay and anti‑hedging rules, support governance quality and alignment. No related‑party or interlock red flags identified in the proxy.