Stephen Powell
Lead Independent Director at OSW
Board
About Stephen W. Powell
Stephen W. Powell (age 66) has served on OneSpaWorld’s (OSW) Board since March 2019. He is OSW’s Lead Independent Director and chairs the Compensation Committee, with prior roles spanning private capital investing, investment banking leadership and public accounting (CPA). Powell holds a B.S. in Commerce (Accounting) and an MBA from the University of Virginia .
Past Roles
| Organization | Role | Tenure (as disclosed) | Committees/Impact |
|---|---|---|---|
| Prospect Capital Corporation | Managing Director | 2015–2017 | Private credit/investing experience |
| Roark Capital Group | Senior Advisor | 2012–2015 | Consumer PE advisory |
| Catterton Partners (now L Catterton) | Senior Advisor | 2009–2011 | Consumer PE advisory |
| RBC Capital Markets | Head of Consumer Investment Banking | 2001–2006 | Led capital raising/M&A advisory |
| Various IB firms (Prudential, Wheat First, L.F. Rothschild, Merrill Lynch) | Investment banker | Prior to 2001 | Consumer/retail coverage |
| Arthur Andersen | CPA, Emerging Growth Companies Group | Early career | Audit/accounting foundation |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Massage Envy Holdings (private) | Director | Current | Audit Committee member |
| Haymaker Acquisition Corp. II (SPAC) | Director | Prior | Prior SPAC directorship |
| Haymaker Acquisition Corp. III (SPAC) | Director | Prior | Prior SPAC directorship |
| Atkins Nutritionals | Director | Prior | Prior public company board |
| Several PE-backed companies | Director | Prior | Governance experience |
Interlocks: Powell previously served on Haymaker II/III boards, while fellow OSW director Andrew R. Heyer led Haymaker SPACs and related transactions (e.g., ARKO, Biote) — a historical network tie rather than a current conflict .
Board Governance
- Roles and independence:
- Lead Independent Director: oversees board processes, liaison with management, information flow, board/committee evaluation, and director education .
- Committee assignments: Audit Committee member; Compensation Committee Chair .
- Independence: Board affirms Powell is independent under Nasdaq rules .
- Committee activity (FY2024): Audit met 8x; Compensation met 5x; Nominating & Governance met 5x .
- Attendance: All directors met at least 75% attendance in 2024, except Mr. Magliacano (no exception noted for Powell) .
- Board structure: In April 2025, OSW approved a three-year phase-in to declassify the board; annual elections will be fully in place after 2027 .
Fixed Compensation
| Component | Amount (USD) | Notes (applies to Powell) |
|---|---|---|
| Annual cash retainer (non-employee director) | $75,000 | Standard per-director fee |
| Lead Independent Director retainer | $50,000 | Powell holds this role |
| Compensation Committee Chair fee | $25,000 | Powell chairs the committee |
| Committee member fee (per committee) | $7,500 | Powell is an Audit Committee member |
| 2024 “Fees Earned or Paid in Cash” (Powell) | $157,500 | Sum equals 75k+50k+25k+7.5k |
Additional details:
- Directors could elect to receive retainers in RSUs in lieu of cash. Powell elected RSUs for his 2024 retainers (reflected as fees earned but settled in RSUs at grant-date fair value) .
- Reasonable travel and accommodation reimbursed .
Performance Compensation
| Equity element | Value/Units | Vesting/Terms |
|---|---|---|
| Annual Director RSU grant (2024) | $125,006 | One-year cliff vest; most directors (including Powell) deferred settlement until separation of service or change of control |
| RSUs outstanding at 12/31/2024 (Powell) | 16,511 shares | Outstanding director RSUs as of year-end |
Notes:
- Director equity is time-based (no performance metrics). Delivery of shares upon vesting is deferrable under the 2019 Plan as elected by the director .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Governance implication |
|---|---|---|
| Haymaker Acquisition Corps II/III | Powell (prior director) and Andrew R. Heyer (Haymaker sponsor/leader) | Historical network tie; no specific related-party transaction disclosed at OSW |
| Massage Envy Holdings | Powell current director and Audit Committee member | Industry adjacency; no OSW related-party transaction disclosed |
| Registration rights | Certain OSW directors have piggyback registration rights under the A&R Registration Rights Agreement (not director-specific) | Standard rights; Audit Committee oversees related-person reviews |
Expertise & Qualifications
- Finance and transactions: Former head of Consumer Investment Banking at RBC; multiple senior advisory roles in consumer-focused private equity; managing director in private credit; CPA credential early career .
- Board leadership: Current Lead Independent Director at OSW; Compensation Committee Chair; Audit Committee member; prior audit committee experience at Massage Envy .
- Sector relevance: Consumer, health & wellness, beauty/services background (including co-leading a salon/spa services platform) aligns with OSW’s business .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (common shares) as of 4/21/2025 | 120,694 shares (<1%) |
| RSUs outstanding as of 12/31/2024 | 16,511 shares |
| Hedging/pledging policy | Company prohibits hedging and pledging by directors and officers |
OSW discloses director independence and a prohibition on hedging/pledging, mitigating alignment concerns; no pledging by Powell is disclosed .
Governance Assessment
-
Strengths:
- Lead Independent Director and Compensation Committee Chair; independent status affirmed .
- Solid engagement: committee leadership; no attendance shortfall noted; board/committee cadence robust in 2024 .
- Pay structure aligns with best practices: cash + time-based RSUs; option to take retainers in equity; Powell elected RSUs and deferred delivery, increasing alignment .
- Shareholder support: Say-on-Pay passed strongly in 2024 (91% support) and again in 2025; 2025 director election for Powell received 90,218,076 “For” vs. 2,326,453 “Withheld” .
- Risk controls: Prohibition on hedging/pledging; related-party review by Audit Committee .
-
Watch items:
- Historical interlocks (Haymaker SPACs) between Powell and Heyer indicate a strong network tie; not inherently problematic but worth monitoring for perceived independence if OSW considers transactions involving related parties. No OSW-related transactions with Powell disclosed .
- As Compensation Chair and Lead Independent Director, concentration of governance influence is high; offset by full committee independence and transparent director pay disclosures .
Say‑on‑Pay & Shareholder Feedback
- 2024: 91% of advisory votes approved NEO compensation; Board retained annual Say-on-Pay frequency .
- 2025: Say-on-Pay passed (For: 86,225,655; Against: 5,450,983; Abstain: 867,891; Broker non-votes: 5,411,588) .
Related‑Party Transactions (conflicts)
- Policy: Audit Committee must review and approve transactions involving related persons; Code of Ethics prohibits conflicts; transactions must be on arm’s-length terms .
- Disclosures: No Powell-specific related-party transactions disclosed in the latest proxy .
Director Compensation (Detail)
| Metric (2024) | Powell | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $157,500 | Powell elected RSUs in lieu of cash |
| Stock Awards (annual RSUs) | $125,006 | One-year cliff vest; deferral elected |
| Total | $282,506 | Sum of above |
Program terms:
- Base director cash retainer: $75,000; Lead Independent: +$50,000; Committee Chair fees: Audit $30,000; Compensation $25,000; Nominating & Governance $25,000; Committee member fee: $7,500; Annual RSUs: $125,000 (grant-date fair value), with deferral option .
Committee Assignments, Chair Roles, and Engagement
| Committee | Role | FY2024 Meetings | Notes |
|---|---|---|---|
| Compensation | Chair | 5 | Oversees executive and director pay; fully independent |
| Audit | Member | 8 | Independent; financial literacy required |
| Nominating & Governance | — | 5 | Independent committee; Powell not a member |
Attendance: At least 75% for Powell (no exception flagged) .
Independence Status
- The Board determined Powell is independent under Nasdaq standards; serves as Lead Independent Director .
Performance & Track Record Context
- Company highlights: FY2024 revenues $895.0M (+13% YoY) and adjusted EBITDA $112.1M (+23% YoY); shares rose 43% in 2024; supportive Say-on-Pay outcomes, indicating investor confidence in governance and pay alignment overseen by the Compensation Committee chaired by Powell .
No director-specific performance metrics are applied to Powell’s compensation; director equity is time-based and designed to align interests via ownership and deferral elections .
Employment & Contracts (Director)
- No employment agreement (not an executive). Director compensation governed by Board-approved program; equity under OSW’s 2019 Plan; standard indemnification and governance documents as applicable .
Compensation Committee Analysis
- Composition: Powell (Chair), Magliacano, Stiefler; all independent and non-employee directors .
- Practices: Uses independent consultant (e.g., Mercer) for executive pay; risk assessment indicates programs are unlikely to encourage excessive risk; clawback policy in place for executives .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (mitigates misalignment risk) .
- No Powell-related party transactions disclosed (conflict risk low) .
- Historical interlocks (Haymaker): monitor for perceived independence; no current OSW transaction cited .