Walter McLallen
Director at OSW
Board
About Walter F. McLallen
Independent director at OneSpaWorld Holdings Limited (OSW); age 59; director since March 2019. A 35+ year finance professional, he is Managing Member of Meritage Capital Advisors and previously held senior roles at CIBC World Markets (Head of Debt Capital Markets and High Yield Distribution), co-founded Remington Outdoor Company, and began his career in M&A at Drexel Burnham Lambert; B.A. in Economics and Finance from the University of Illinois at Urbana-Champaign . OSW’s Board has affirmatively determined he is independent under SEC and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CIBC World Markets | Managing Director; Head of Debt Capital Markets and High Yield Distribution | 1995–2004 | Led capital markets origination/distribution |
| Remington Outdoor Company | Vice Chairman; co-founded with a major investment firm | 2006–2015 | Governance/strategic oversight across outdoor consumer platform |
| The Argosy Group L.P. | Founding member | 1990 onward | Investment banking platform build |
| Drexel Burnham Lambert | Mergers & Acquisitions Department | Early career | Transaction execution |
| Meritage Capital Advisors | Managing Member | 2004–present | Advisory boutique focused on debt and PE structuring |
External Roles
| Organization | Role | Public/Private | Start | Notes |
|---|---|---|---|---|
| The Lovesac Company (NASDAQ: LOVE) | Director | Public | Jun 2019 | Board interlock with OSW director Andrew R. Heyer, who also serves on Lovesac’s board since 2010 |
| Timeless Wine Company (Silver Oak, Twomey, OVID) | Director | Private | Aug 2016 | Luxury wine brands |
| Worldwise (pet products) | Director | Private | Apr 2016 | Consumer branded pet products |
| adMarketplace | Director | Private | 2012 | Search engine advertiser |
| Classic Brands | Director | Private | Aug 2018 | E-commerce mattresses |
| Dutchland Plastics | Director | Private | Jan 2017 | Roto-molding manufacturer |
| Frontier Dermatology | Director | Private | Jan 2019 | Physician practice platform |
| Genus Oncology | Director | Private | 2015 | Early-stage biotech |
| Tomahawk Strategic Solutions | Co-Founder & Co-Chairman | Private | 2014–present | Training and risk management company |
Board Governance
- Committee assignments: Audit Committee Chair and designated audit committee financial expert; member, Nominating and Governance Committee .
- Independence: OSW Board determined McLallen is independent; majority-independent Board; all three principal committees are fully independent .
- Attendance: Board held seven regular meetings in FY2024 with executive sessions after each; all directors attended ≥75% of Board and committee meetings except one (Magliacano). McLallen met the ≥75% threshold .
- Audit Committee activity: Committee held eight meetings in FY2024; membership includes McLallen (Chair), Fusfield, Hasiba, Heyer, Powell .
- Lead Independent Director: Stephen W. Powell .
- Insider trading policy: Prohibits hedging and pledging of Company securities by directors, officers, employees; also bans holding Company securities in margin accounts .
Fixed Compensation
| Component | Amount | Basis/Notes |
|---|---|---|
| Annual Board cash retainer | $75,000 | Paid at director election around annual meeting |
| Audit Committee Chair fee | $30,000 | Chair premium |
| Committee membership fee | $7,500 | Applies to Nominating & Governance Committee membership |
| 2024 cash fees earned (total) | $112,500 | McLallen elected cash rather than RSUs for retainer |
Performance Compensation
| Grant Type | Grant Date | Grant Value | Vesting | Election/Deferral |
|---|---|---|---|---|
| Director RSUs | 2024 Board year | $125,006 | Fully vest one-year from grant date, subject to continuous service | McLallen elected to defer RSU delivery until earlier of change in control or 60th day post separation |
Note: OSW does not use performance-based metrics for non-employee director compensation; director equity grants are time-based RSUs .
Other Directorships & Interlocks
- Public board: The Lovesac Company (LOVE). Interlock exists as OSW director Andrew R. Heyer also serves on Lovesac’s board (since 2010), creating potential information-flow/network effects but no disclosed related-party transaction with OSW .
Expertise & Qualifications
- Designated audit committee financial expert; financially literate under Nasdaq rules .
- Deep capital markets background (debt origination, high yield distribution) and consumer-sector board experience; broad governance roles across public and private companies .
Equity Ownership
| Item | Amount | As-of Date | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | 170,917 | Apr 21, 2025 | Less than 1% of outstanding shares |
| Shares outstanding (OSW) | 102,697,235 | Apr 21, 2025 | Basis for percentage calculation |
| Ownership as % of outstanding | ~0.17% (computed from above) | Apr 21, 2025 | Computed using disclosed figures |
| Unvested Director RSUs outstanding | 7,306 | Dec 31, 2024 | Standard annual director grant |
| Hedging/Pledging | Prohibited by policy | Policy-level | Aligns with shareholder-friendly practices |
Governance Assessment
- Strengths:
- Audit Committee Chair with “financial expert” designation; active committee (8 meetings), robust oversight of financial reporting, controls, and auditor independence .
- Confirmed independence; ≥75% attendance; equity deferral election indicates longer-term alignment beyond annual vesting .
- Clear prohibition on hedging and pledging enhances alignment and reduces reputational risk .
- Watch items:
- Board interlock at The Lovesac Company with fellow OSW director Andrew R. Heyer; monitor for overlapping engagements or potential perceived conflicts if transactional ties emerge (none disclosed) .
- OSW notes no formal stock ownership guidelines (applies to executives; no director-specific guideline disclosed); while McLallen holds a meaningful stake, formal director guidelines could further codify alignment .
RED FLAGS
- No related-party transactions involving McLallen disclosed in the proxy; Audit Committee reviews and must approve any such transactions, mitigating conflict risks .
- Attendance: No red flag noted; ≥75% compliance (only Magliacano fell short) .
- Compensation: Director pay structure appears standard (cash retainer + committee fees + annual RSUs) with reasonable chair/member differentials; no option repricing or tax gross-ups disclosed for directors .