Stephen Lazarus
President, Chief Financial Officer and Chief Operating Officer at OSW
Executive
About Stephen Lazarus
Stephen B. Lazarus, age 61, is President, Chief Financial Officer and Chief Operating Officer of OneSpaWorld (appointed President on March 17, 2025, continuing as CFO/COO until a CFO successor is retained) . He has served as OSW’s CFO and COO since March 2019, following senior finance and operating roles at Steiner Leisure (OSW’s predecessor) and earlier finance roles at Rayovac (Latin America), Guinness (Diageo), Duracell/Gillette, and Ernst & Young. He holds a Bachelor of Commerce (University of Witwatersrand) and an MSc in Management (University of London) . Under the current leadership team (Fluxman/Lazarus), OSW delivered record FY2024 results: revenue up 13% to $895.0M and adjusted EBITDA up 23% to $112.1M; stock price rose 43% in FY2024, following a 51% increase in FY2023; compensation is explicitly tied to Adjusted EBITDA and shareholder returns via annual incentives and PSUs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OneSpaWorld | CFO & COO | Mar 2019–Mar 2025 | Led finance, operations, capital markets through post-pandemic recovery and growth |
| OneSpaWorld | President, CFO & COO | Mar 2025–present | Elevated to President; continues oversight of finance and operations; drives growth strategy and capital returns |
| Steiner Leisure (OSW predecessor) | COO & CFO | Dec 2014–Mar 2019 | Managed global operations and finance; sustained leadership through transition to OSW |
| Steiner Leisure | EVP & CFO | Aug 2006–2014 | Led corporate finance and reporting; supported expansion initiatives |
| Steiner Leisure | SVP & CFO | Jul 2003–Aug 2006 | Built finance capabilities and controls |
| Rayovac (Latin America Division) | Division VP & CFO | Oct 1999–Jul 2003 | Led divisional finance across LATAM footprint |
| Guinness (Diageo) | Director, FP&A | Sep 1998–Sep 1999 | Drove planning/analysis for branded consumer products |
| Duracell (later Gillette) | Finance/Business roles | Feb 1990–Apr 1998 | Progressive finance leadership in consumer products |
| Ernst & Young | Senior Auditor | Feb 1988–Jan 1990 | Foundation in audit and controls |
External Roles
No public-company board roles or external directorships are disclosed for Mr. Lazarus in the company’s 2024–2025 proxy filings and the March 17, 2025 appointment release .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $579,251 | $579,251 | $602,422 |
| All Other Compensation ($) | $72,895 | $73,945 | $74,562 |
- 2024 perquisites/benefits included: 401(k) match $13,200; automobile allowance $15,000; fringe benefits (medical/dental/vision/LTD) $36,877; life insurance premium reimbursement $9,485 .
Performance Compensation
Annual Incentive Program (AIP) – Adjusted EBITDA
| Item | 2023 | 2024 |
|---|---|---|
| Metric | Adjusted EBITDA | Adjusted EBITDA |
| Weighting | 100% | 100% |
| Target ($M) | $66.9 | $95.1 |
| Threshold/Max ($M) | $60.2 / $83.6 | $85.6 / $118.9 |
| Actual ($M) | $89.2 | $112.2 |
| Lazarus Target (% of Salary) | 90% | 90% |
| Lazarus Payout (% of Target) | 200% | 154.2% |
| Lazarus AIP ($) | $1,042,653 | $928,874 |
| Vesting/Payment | Cash paid after year end | Cash paid after year end |
Long-Term Incentives (RSUs/PSUs)
| Item | 2023 Grants (Dec 6, 2023) | 2024 Grants (Dec 2, 2024) |
|---|---|---|
| RSU Grant Date Value ($) | $524,800 | $625,000 |
| PSU Grant Date Value ($) | $524,800 | $625,000 |
| PSU Performance Period | 1-year (FY2024 result for 2023 grant) | 1-year (FY2025 result for 2024 grant) |
| PSU Metric/Weighting | Adjusted EBITDA / 100% | Adjusted EBITDA / 100% |
| PSU Achievement | 135.66% (FY2024 actual vs $95.1M target) | TBD (measured post FY2025) |
| PSU/RSU Vesting | PSUs: 1/3 on determination date, then annually; RSUs: 1/3 annually over 3 years | Same schedules |
PSU Achievement – Prior Cycle
| PSU Cycle | Threshold ($M) | Target ($M) | Max ($M) | Actual ($M) | Payout % |
|---|---|---|---|---|---|
| 2022 Grants measured in 2023 | 60.2 | 66.9 | 100.3 | 89.2 | 167% |
Stock Vested – 2024
| Name | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Stephen B. Lazarus | 128,805 | $2,406,754 |
Equity Ownership & Alignment
| Snapshot Date | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Apr 21, 2025 | 322,286 | <1% | Direct/indirect beneficial ownership per SEC rules |
| Apr 25, 2024 | 755,978 | <1% | As reported in 2024 proxy |
| Unvested Awards (as of Dec 31, 2024) | Count (#) | Market Value ($) |
|---|---|---|
| RSUs (12/2/2024 grant) | 32,051 | $637,815 (at $19.90) |
| PSUs (12/2/2024 grant, at max 200%) | 64,102 | $1,275,630 |
| RSUs (12/6/2023 grant) | 42,085 | $558,334 |
| PSUs (12/6/2023 grant, at max 200%) | 84,170 | $1,674,983 |
| RSUs (12/6/2022 grant) | 62,279 | $1,239,359 |
- Hedging and pledging are prohibited by OSW’s Insider Trading Policy; officers may not hold OSW securities in margin accounts or pledge them as loan collateral, eliminating pledging-related misalignment risks .
- The Company has not adopted formal ownership guidelines; executives hold shares valued at 10–36× their base salaries, indicating substantial “skin in the game” at the officer level (company-wide disclosure) .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement Term | Initial term to Dec 31, 2020; auto-renews annually unless 90-day notice of non-renewal |
| Severance (without Cause or for Good Reason) | Lump sum 2.5× (base + target bonus) + accrued bonus + pro-rata target bonus + 24 months COBRA premium + annual bonus for year of termination based on actual performance |
| Non-Compete/Non-Solicit | Non-compete, non-hire, non-solicit of employees/customers for 2 years post-termination; perpetual confidentiality and non-disparagement |
| Change-in-Control (CIC) Equity Treatment | RSUs accelerate and vest upon CIC; PSUs deemed earned at target if CIC before determination date; earned PSUs vest upon CIC if after determination date; subject to continued employment through closing |
| Clawback | Nasdaq-compliant clawback for excess incentive compensation upon restatement (applies to awards received on/after Oct 2, 2023) |
| Tax Gross-ups | No excise tax gross-ups; payments reduced to avoid 280G/4999 excise unless “best net” higher |
Potential Payments (as of Dec 31, 2024)
| Scenario | Base + Target Multiples ($) | Accrued Bonus ($) | Termination Incentive Bonus ($) | Pro-Rata Bonus ($) | Health ($) | RSU Accel ($) | PSU Accel ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|
| Termination without Cause/Good Reason | $2,861,505 | $928,874 | $928,874 | $542,180 | $73,301 | $1,534,131 | $1,534,131 | $8,402,995 |
| CIC (equity only, no severance) | — | — | — | — | — | $1,534,131 | $1,759,565 | $4,222,569 |
| Death | — | $928,874 | — | $542,180 | $73,301 | $1,534,131 | $1,534,131 | $8,166,906 |
| Disability | — | $928,874 | — | $542,180 | $73,301 + $621,000 disability | $1,534,131 | $1,534,131 | $5,233,616 |
Performance & Track Record
- FY2024: Record revenue $895.0M (+13%) and adjusted EBITDA $112.1M (+23%); share price +43% in FY2024; capital structure strengthened (debt paydown $59.6M; year-end cash $58.6M; liquidity $108.6M) .
- Q1 2025: Revenue $219.6M (+4% y/y) and adjusted EBITDA $26.6M (+5% y/y, inclusive of $1.1M severance); net income $15.3M; returned $42M via buybacks ($37.9M) and dividends ($4.2M); total liquidity $73.8M at quarter-end .
- Ongoing operating momentum: expanding medi-spa offerings (Thermage FLX, CoolSculpting Elite) and prebooking adoption; resilience of onboard spend; buybacks guided by valuation vs intrinsic value .
Board Governance (context)
- Compensation Committee (Powell—Chair; Magliacano; Stiefler) oversees executive pay design, independent consultant Mercer engaged; strong say-on-pay support (91% approval at 2024 annual meeting); hedging/pledging prohibited by policy .
Compensation Peer Group (benchmarking)
- 2024 peer group includes Choice Hotels, e.l.f. Beauty, European Wax Center, Frontdoor, Hilton Grand Vacations, Life Time Group, Marriott Vacations, National Vision, Olaplex, Planet Fitness, Playa Hotels, Travel + Leisure, USANA, Viad, Wyndham Hotels, Xponential Fitness .
Equity Ownership & Insider Selling Pressure Indicators
- Beneficial ownership declined from 755,978 shares (Apr 2024) to 322,286 shares (Apr 2025), both <1% of outstanding; awards vest regularly, creating natural liquidity events; pledging/hedging prohibited, reducing forced-sale risk .
- 2024 vesting activity: 128,805 shares vested to Lazarus ($2.41M value), which may contribute to periodic Form 4 activity near vest dates .
- RSUs/PSUs accelerate on CIC (single-trigger for RSUs), which could increase insider supply in a transaction scenario .
Employment & Contracts (retention risk)
- Two-year non-compete/non-solicit post-termination and meaningful severance (2.5× base+target bonus) support retention; CIC equity acceleration is single-trigger for RSUs, time-vesting thereafter for earned PSUs .
Expertise & Qualifications
- Deep finance, operations, global supply chain, and capital markets experience across consumer brands; formal education in commerce and management .
- Demonstrated execution through post-pandemic recovery, capital allocation (debt reduction, buybacks, dividends), and operating expansion .
Fixed Compensation – Additional Detail (AIP targets)
| Target Bonus as % of Base | Below Threshold | Threshold | Target | Maximum |
|---|---|---|---|---|
| Stephen B. Lazarus | 0% | 45% | 90% | 180% |
Performance Compensation – Granular Award Table (2024 grants)
| Grant Type | Grant Date | Shares/Units (#) | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|
| PSUs | 12/2/2024 | 32,051 target; 64,102 max | Earned vs FY2025 EBITDA; time-vest 1/3 annually post determination | $624,995 |
| RSUs | 12/2/2024 | 32,051 | Time-vest 1/3 annually over 3 years | $624,995 |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 91%; annual say-on-pay frequency endorsed; clawback policy adopted per Nasdaq Rule 10D .
Investment Implications
- Pay-for-performance alignment: Lazarus’s AIP and PSUs are tied 100% to Adjusted EBITDA with above-target payouts in FY2023 (200%) and strong FY2024 (AIP 154.2%; PSUs 135.66%), aligning incentives with core profitability drivers .
- Retention risk appears contained: robust severance economics (2.5× base+target), two-year restrictive covenants, and significant ongoing equity exposure via multi-year RSU/PSU schedules .
- Trading signals: consistent buybacks and dividends indicate capital return discipline; management commentary suggests continued repurchases driven by valuation dislocations, a potential support for shares around volatility .
- Transaction (CIC) dynamics: single-trigger RSU acceleration and target-level PSU earn if CIC occurs pre-determination can increase insider float in a deal; monitor for deal-related filings and award settlements .
- Governance safeguards: prohibitions on hedging/pledging, Nasdaq-compliant clawback, and strong shareholder support on pay reduce alignment and reputational risks .