OneSpaWorld (OSW) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 9, 2025, with proxy materials distributed on April 24, 2025.

• Shareholders will vote on director elections, executive compensation (say-on-pay), and auditor ratification.

• The company achieved record revenues of $895 million and adjusted EBITDA of $112.1 million in 2024, with a 43% increase in share price.

• Forward-looking statements highlight ongoing investment in innovation, sustainability, and operational excellence.

Voting matters and shareholder proposals

• Four directors are nominated for one-year terms as part of a phased declassification of the board.

• Advisory vote on executive compensation and ratification of Ernst & Young as independent auditor are on the agenda.

• Shareholder proposals for the 2026 meeting must be submitted between February 4 and March 21, 2026.

Board of directors and corporate governance

• The board is transitioning from a classified to a fully declassified structure by 2027.

• All board committees (Audit, Compensation, Nominating and Governance) are composed solely of independent directors.

• The board emphasizes diversity, independence, and a mix of experience, with regular self-evaluations and performance reviews.

• Leonard Fluxman serves as both Executive Chairman and CEO, with a Lead Independent Director role to balance governance.