DEF 14A of Onespaworld Holdings Ltd, Apr 25, 2024

DEF 14A of Onespaworld Holdings Ltd

Filed Apr 25, 2024 · FY20230001193125-24-113960

Open on EDGAR

  1. Our Class B Director Nominees

    Our Class B Director Nominees

  2. THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” THE ELECTION

    THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.

  3. THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” THE ELECTION

    | Marc Magliacano Age: 49 Title: Director Director since: March 2019 | Mr. Magliacano joined the board of Steiner Leisure, the former parent company of OneSpaWorld, in December 2015. Mr. Magliacano currently serves as a Managing Partner for L Catterton’s Flagship Buyout Fund. L Catterton is the largest and most global consumer-focused private equity firm with approximately $33 billion of equity capital under management across nine fund strategies in 17 offices worldwide. Since 1989, the firm has made over 250 investments in leading consumer brands. Mr. Magliacano has been a senior investment professional at L Catterton since May 2006. Prior to joining L Catterton, from 1999 to 2006, Mr. Magliacano was a Principal at North Castle Partners, a private equity firm focused on making consumer growth investments that benefit from healthy living and aging trends. While at North Castle, Mr. Magliacano originated and executed investments in the consumer health and wellness sectors. Prior to joining North Castle, Mr. Magliacano worked at NMS Capital, the merchant bank of NationsBanc Montgomery Securities, making growth investments in early-stage consumer and retail businesses. Mr. Magliacano has served on the boards of directors of a variety of private and public companies, including Restoration Hardware and Leslie’s Pool Supplies. Mr. Magliacano received a BS in Economics from the University of Pennsylvania’s Wharton School of Business with dual degrees in Finance and Operations and Information Management and received an MBA from Columbia Business School. We believe Mr. Magliacano is qualified to serve as a director due to his prior experience on a variety of private and public company boards. |

  4. THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” THE ELECTION

    | Walter F. McLallen Age: 58 Title: Director Director since: March 2019 | Mr. McLallen is a finance professional with over 35 years of investment banking, corporate finance advisory, capital markets and financial experience. Mr. McLallen has been the Managing Member of Meritage Capital Advisors, an advisory boutique firm focused on debt and private equity transaction origination, structuring and consulting since 2004. Mr. McLallen has extensive board and organizational experience and has served as a director, Chairman or Vice Chairman on numerous corporate and non-profit boards and committees, with a significant historical focus on consumer products related companies. Mr. McLallen has served as a director of The LoveSac Company (NASDAQ: LOVE), a direct to consumer specialty furniture brand supporting an e-commerce model, since June 2019; as well as a director of private companies, including Timeless Wine Company, the producer of consumer luxury wine brands Silver Oak, Twomey and OVID, since August 2016; Worldwise, a consumer branded pet products company, since April 2016; adMarketplace, a search engine advertiser, since 2012; Classic Brands, an e-commerce marketer of mattresses and related products, since August 2018; Dutchland Plastics, a roto-molding plastics manufacturer, since January 2017; Frontier Dermatology, a physician practice platform since January 2019; and Genus Oncology, an early-stage biotechnology company, since 2015. Mr. McLallen is also a founder and Co-Chairman of Tomahawk Strategic Solutions, a law enforcement and corporate training and risk management company, since 2014. From 2006 to 2015, Mr. McLallen was the Vice Chairman of Remington Outdoor Company, an outdoor consumer platform he co-founded with a major investment firm. Mr. McLallen was formerly with CIBC World Markets from 1995 to 2004, during which time he was a Managing Director, head of Debt Capital Markets and head of High Yield Distribution. Mr. McLallen started his career in the Mergers & Acquisitions Department of Drexel Burnham Lambert and was a founding member of The Argosy Group L.P. in 1990. Mr. McLallen received a B.A. with a double major in Economics and Finance from the University of Illinois at Urbana-Champaign. We believe Mr. McLallen is qualified to serve as a director due to his extensive consumer, operational and board experience, as well as his background in finance. |

  5. THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” THE ELECTION

    | Jeffrey E. Stiefler Age: 77 Title: Director Director since: March 2019 | Mr. Stiefler has spent a long career leading a wide range of consumer and business services companies across multiple industry sectors, including financial services, financial technology, real estate, advertising, computer software and services, private equity, and internet start-ups. Mr. Stiefler served as a director and non-executive chairperson of the board of directors of Worldpay, Inc. (formerly known as Vantiv Holding, LLC) from August 2010 until its initial public offering in March 2012, served as its chairman from March 2012 to January 2018, and then director until WorldPay was acquired by FIS in June 2019, at which point Mr. Stiefler became Lead Independent Director of the combined firm. Mr. Stiefler previously served on the boards of directors of LPL Financial Corporation and VeriFone Systems, Inc., as Lead Director of Taleo Corporation, Inc. prior to its acquisition by Oracle Corporation in April 2012, and Lead Director of Square Trade prior to its acquisition by Allstate in 2017. Mr. Stiefler was the Chairman, President and CEO of Digital Insight from August 2003 until the company’s acquisition by Intuit in February 2007. Prior to Digital Insight, Mr. Stiefler worked with several private equity firms as an operating advisor and held a variety of positions at American Express, including President and Director of the company, and President and CEO of American Express Financial Advisors. Mr. Stiefler received a B.A. from Williams College and an M.B.A. from Harvard Business School. We believe Mr. Stiefler is qualified to serve as director due to his extensive strategic, operations, financial and leadership experiences at both the company and board levels. |

  6. THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES NAMED IN THIS PROXY STATEMENT

    THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES NAMED IN THIS PROXY STATEMENT

  7. Our Class A Directors (serving until our 2026 annual meeting of shareholders)

    | Andrew R. Heyer Age: 66 Title: Director Director since: March 2019 | Mr. Heyer is a finance professional with over 40 years of experience investing in the consumer and consumer-related products and services industries, as well as a senior banker in leveraged finance, during which time his clients included many large private equity firms. Mr. Heyer has deployed in excess of 1 billion of capital over that time frame and has guided several public and private companies as a member of their board of directors. Currently, Mr. Heyer is the Chief Executive Officer and Founder of Mistral Equity Partners, a private equity fund manager founded in 2007 that invests in the consumer industry. He also serves on the boards of Biote Corp. (NASDAQ: BTMD), a position has held since May 2022; Coliseum Acquisition Corp. (NASDAQ: MITA), a position he has held since June 2021; Tastemaker Acquisition Corp. (NASDAQ: TMKR), a position he has held since January 2021; and Arko Corp. (NASDAQ: ARKO), a position he has held since December 2020. Prior to founding Mistral in 2007, from 2000 to 2007, Mr. Heyer served as a Founding Managing Partner of Trimaran Capital Partners, a 1.3 billion private equity fund. Mr. Heyer was formerly a vice chairman of CIBC World Markets Corp. and a co-head of the CIBC Argosy Merchant Banking Funds from 1995 to 2001. Prior to joining CIBC World Markets Corp. in 1995, Mr. Heyer was a founder and Managing Director of The Argosy Group L.P. from 1990 to 1995. Before Argosy, from 1984 to 1990, Mr. Heyer was a Managing Director at Drexel Burnham Lambert Incorporated, and, prior to that, he worked at Shearson/American Express. Mr. Heyer also serves on the board of several private companies, including Worldwise, a pet accessories business, from 2011 to the present. Mr. Heyer is a director of Haymaker Acquisition Corp. II, a special purpose acquisition company, since 2019 (where he also serves as President) and The Lovesac Company, a publicly traded branded omni-channel retailer of technology-forward furniture, since 2010. Mr. Heyer has also served on the board of Accel Foods, an incubator and investor in early-stage food and beverage companies, since 2015. In the past, Mr. Heyer has served as a director of XpresSpa Group, Inc. (formerly known as FORM Holdings, Inc.), a health and wellness services company, from 2016 to 2020; The Hain Celestial Group, Inc., a natural and organic food and products company, from 1993 to 2009 and from 2012 to 2019; Haymaker Acquisition Corp., the special purpose acquisition company (where he also served as President) that entered into a business combination with OneSpaWorld, from 2017 to 2019; Haymaker Acquisition Corp. II, a special purpose acquisition company (where he also served as President) that entered into a business combination with Arko Corp. in 2020; Haymaker Acquisition Corp. III, a special purpose acquisition company (where he also served as President) that entered into a business combination with Biote Corp. in 2022; Jamba, Inc., a healthful lifestyle brand focused on freshly blended whole fruit and vegetable smoothies, from 1993 to 2009; Las Vegas Sands Corp., a casino company, from 2006 to 2008; El Pollo Loco Holdings, Inc., a casual Mexican restaurant, from 2005 to 2008; and Reddy Ice Holdings, Inc., a manufacturer of packaged ice products, from 2003 to 2006. Mr. Heyer received his B.Sc. and M.B.A. from the Wharton School of the University of Pennsylvania, graduating magna cum laude. We believe Mr. Heyer is qualified to serve as a director due to his extensive finance, investment and operations experience, particularly in the consumer and consumer-related products and services industries. |

  8. Our Class A Directors (serving until our 2026 annual meeting of shareholders)

    | Leonard Fluxman Age: 66 Title: President, Executive Chairman and CEO Director since: March 2019 | Mr. Fluxman is our Executive Chairman and Chief Executive Officer since March 2021 and our President since June 2021, and previously served as our Executive Chairman from 2019 through March 2021. Mr. Fluxman served as the President and Chief Executive Officer of Steiner Leisure from January 2001 through March 2019 and as a director from November 1995 through March 2019. Mr. Fluxman served as President and Chief Operating Officer of Steiner Leisure from January 1999 through December 2000. From November 1995 through December 1998, Mr. Fluxman served as Chief Operating Officer and Chief Financial Officer of Steiner Leisure. Mr. Fluxman joined Steiner Leisure in June 1994 in connection with Steiner Leisure’s acquisition of Coiffeur Transocean (Overseas), Inc. (“CTO”), which operated a business similar to that of OSW Predecessor. Mr. Fluxman served as CTO’s Vice President—Finance from January 1990 until June 1994 and as its Chief Operating Officer from June 1994 until November 1996. Mr. Fluxman, a certified public accountant, was employed by Laventhol and Horwath from 1986 to 1989, during a portion of which period he served as a manager. Mr. Fluxman earned a Bachelor of Commerce from the University of Witwatersrand and a degree of Honors Bachelor of Accounting Science from the University of South Africa. We believe Mr. Fluxman is qualified to serve as a director due to his prior leadership roles and operations experience, particularly in the consumer and consumer-related products and services industries. |

  9. Our Class A Directors (serving until our 2026 annual meeting of shareholders)

    | Lisa Myers Age: 56 Title: Director Director since: June 2023 | Lisa Myers is the co-founder and managing partner of Clerisy, a global private equity fund focused on identifying and investing in businesses which are innovating in evolving categories within the consumer and consumer technology industries. Clerisy is dedicated to helping extraordinary entrepreneurs build sustainable competitive advantages and profitable business models. Until establishing Clerisy, Ms. Myers was a partner at L Catterton, the largest consumer-focused private equity firm in the world with over $30 billion of equity capital and 17 offices globally. Prior to joining L Catterton, Ms. Myers spent 19 years with Franklin Templeton where she was an Executive Vice-president and lead portfolio manager in Templeton’s Global Equity Group which managed more than $125 billion in assets. Ms. Myers managed some of Templeton’s flagship global equity funds and global asset allocation funds, as well as institutional separate accounts with international and global mandates. She was also the coordinator of Templeton’s global consumer research. During Ms. Myers’ leadership in consumer research, Templeton held notable positions in companies which developed into some of the world’s leading brands and retail/consumer businesses. Ms. Myers’ success partnering with global management teams while at Templeton provided the catalyst for her to transition into private investing by joining BTG Pactual as Co-Head of Global Partnership Investing before joining L Catterton. In 2021, Ms. Myers served as the president of Aspirational Consumer Lifestyle Corp., a SPAC, which completed a NYSE listing of Wheels UP, one of the leading companies in private aviation. Ms. Myers holds Board positions on several private companies and has previously held Board roles on public companies. Before entering the investment management industry, Ms. Myers practiced law with Willkie, Farr & Gallagher in New York City. Ms. Myers earned her B.A. from the University of Pennsylvania and was awarded her J.D. from Georgetown University. Passionate about helping and mentoring women, Ms. Myers formerly served on the Board of Women’s World Banking, a global organization which provides micro-finance to women in emerging markets and serves on the Board of Wharton Private Equity and Venture Capital Alumni Association. Ms. Myers also co-founded YESI, a sports outreach program for underserved children in The Bahamas, where she currently resides and raised her family. Ms. Myers is a CFA charter holder and a member of the CFA Institute. We believe Ms. Myers is qualified to serve as a director due to her extensive finance, global business and public company board experience. |

  10. Our Class C Directors (serving until our 2025 annual meeting of shareholders)

    | Glenn J. Fusfield Age: 61 Title: Director Director since: March 2019 | Mr. Fusfield previously served as our Chief Executive Officer from 2019 through March 2021. He served as President and Chief Executive Officer of OSW Predecessor beginning in July 2016, as President and Chief Operating Officer from April 2007 until July 2016, and as Chief Operating Officer from October 2002 until April 2007. From January 2001 until April 2007, Mr. Fusfield served as Steiner Leisure’s Chief Operating Officer. Mr. Fusfield joined OSW Predecessor in November 2000 as Senior Vice President, Group Operations. Prior to joining OSW Predecessor, Mr. Fusfield was with Carnival Cruise Lines for 12 years, serving as Director, Hotel Operations, for Carnival from January 1995 until December 1998, and Vice President, Hotel Operations, from January 1999 to October 2000. Mr. Fusfield earned a B.A. from the University of Denver School of Hotel Management. We believe Mr. Fusfield is qualified to serve as a director due to his extensive operational expertise and management experience in the industry. | | Stephen W. Powell Age: 65 Title: Director Director since: March 2019 | Mr. Powell’s experience spans private capital investment, investment banking, corporate operating, corporate governance and public accounting roles. Mr. Powell currently invests in and advises private companies focusing on health and wellness, fitness, nutrition, personal care services and consumer technology sectors. He also serves on the board of directors and as a member of the audit committee of Massage Envy Holdings. Previously, he served as a member of the boards of directors of Haymaker Acquisition Corp. III, Haymaker Acquisition Corp. II, Atkins Nutritionals, and several private equity backed companies. Mr. Powell served as a managing director of Prospect Capital Corporation from 2015 to 2017, and as a senior advisor to private equity firms Roark Capital Group from 2012 to 2015 and Catterton Partners from 2009 to 2011. From 2006 to 2008, Mr. Powell co-led the capitalization, acquisitions, merger, operations and sale of a salon and spa services, specialty retail, franchising and direct marketing business. From 2001 to 2006, Mr. Powell was head of Consumer Investment Banking for RBC Capital Markets, where he advised private and public companies on capital raising, merger, acquisition and sale initiatives. Previously, Mr. Powell held investment banking positions with Prudential Securities, Wheat First Securities, L.F. Rothschild & Co. and Merrill Lynch Capital Markets. Mr. Powell began his career as a certified public accountant in the emerging growth companies group of Arthur Andersen & Co. Mr. Powell earned a B.S. in Commerce with a concentration in Accounting and an M.B.A. degree from the University of Virginia. We believe Mr. Powell is qualified to serve as a director due to his broad experience analyzing, evaluating and advising corporate clients and investee companies, including companies with elements of comparability to the Company, and his board of directors and audit committee experience. |

  11. Our Class C Directors (serving until our 2025 annual meeting of shareholders)

    | Maryam Banikarim Age: 55 Title: Director Director since: May 2019 | Ms. Banikarim has served on our Board since May 2019. Ms. Banikarim does not currently serve on the board of directors of any other publicly traded companies. Ms. Banikarim is currently working in an advisory capacity with the nonprofit group Partnership for New York City. She previously worked at Nextdoor, Hyatt Hotels Corp. as EVP & Global Chief Marketing Officer from 2015 to 2018, at Gannett Co., Inc. as SVP & Chief Marketing Officer from 2011 to 2015, at NBCUniversal Media, LLC as SVP of Integrated Sales Marketing from 2009 to 2011 and at Univision Communications as Chief Marketing Officer from 2002 to 2009. Ms. Banikarim is the co-founder of NYCNext, and currently serves on the board of Reporters without Borders and the Mobile Marketing Association. She is an advisor to Brand 50, Strawberry Frog, and Cove Hill Partners and a member of Fast Company’s Impact Council, Adweek’s Women Trailblazers, and the TIME100 Advisory board. Ms. Banikarim earned a Bachelor of Arts degree in political science from Barnard College and an MBA and a Master of International Affairs in National Security from Columbia University. We believe Ms. Banikarim is qualified to serve as a director due to her extensive experience and leadership in marketing. | | Adam Hasiba Age: 40 Title: Director Director since: June 2020 | Mr. Hasiba serves on our Board. Mr. Hasiba joined the Board in June 2020. Mr. Hasiba is currently a Managing Director at L Catterton, where he also worked from 2014 to 2022. At L Catterton, Mr. Hasiba invests in consumer-focused brands and provides those investments with operational, financial, and strategic support. Prior to rejoining L Catterton, Mr. Hasiba was the Chief Financial Officer at Ideal Image, the #1 Aesthetics Brand in North America. Prior to his initial employment at L Catterton, Mr. Hasiba was the Director of Strategy at Ferrara Candy Company where he led a business transformation program spanning the marketing, sales, and supply chain functions. Prior to Ferrara, Mr. Hasiba spent several years at McKinsey where he was a member of the consumer-packaged goods & retail practice where he focused on global assignments in supply chain, retail, finance, and business process optimization. Mr. Hasiba graduated cum laude from Northwestern University with a B.S. in Electrical Engineering and graduated cum laude from Loyola University at Chicago with a B.S. in Physics. He also received an M.B.A from the Harvard Business School. We believe Mr. Hasiba is qualified to serve as a director due to his extensive leadership, supply chain, retail, finance and business optimization experience. |

  12. Compensation Committee

    | • | Periodically review and advise our Board of Directors concerning the Company’s overall compensation (including executive officer and director compensation) for consistency with the Company’s compensation philosophy, as in effect from time to time, and with the interests of the Company’s shareholders, and will review and advise our Board of Directors concerning policies and plans, including a review of both regional and industry compensation practices and trends; |

  13. Business Outlook

    | 1. | Strong Market Position: We hold a preeminent position in the global health and wellness services industry. |

  14. Business Outlook

    | 2. | Collaborative Partnerships: We have long-term agreements with the largest and most reputable cruise lines, operating on all global routes and ship classes, and a strong history of contract renewals and additions. We have built strong, decades-long relationships with our cruise line partners, ensuring continued collaboration and revenue growth. |

  15. Compensation Philosophy and Objectives

    | 1. | Attract and Retain Outstanding Talent: We offer leadership positions with high-value career development opportunities featuring competitive compensation packages that attract and retain highly skilled executives in our industry. By providing competitive base salaries, annual incentives, and long-term equity awards, we strive to create an environment where executives are motivated to make individual contributions and lead their teams to effect to the consistently increasing success of our Company. |

  16. Risk Assessment

    Risk Assessment The Compensation Committee has assessed the potential risks associated with our compensation programs and policies and has determined that any risks which may arise are not probable to cause a material adverse effect on the Company. Our compensation programs and policies mitigate risk by combining performance-based, long-term compensation elements with payouts that are correlated to the value delivered to shareholders. The combination of performance measures for annual bonuses and the equity compensation programs, share ownership and retention guidelines for Named Executive Officers, as well as the multiyear vesting schedules for equity awards, encourage employees to create both short and long-term value for our Company and our shareholders.

  17. Peer Group

    Peer Group For fiscal year 2023, the Compensation Committee, at the recommendation of our compensation consultant, established a peer group to be used for guiding our executive compensation practices by using the following primary criteria: companies in the Diversified Consumer Services, Hotels, Restaurants and Leisure, or related industries, companies identified by proxy advisory firms as a peer company, and financial size (based on revenue or current market cap). As a result of this review, our Committee approved the peer group of companies listed below. While this peer group was not used for benchmarking purposes, it informed our Committee’s decisions regarding our executive pay program for fiscal year 2023.

  18. Peer Group

    | Choice Hotels International, Inc. | Planet Fitness, Inc. | | e.l.f. Beauty, Inc. | Playa Hotels & Resorts N.V. | | European Wax Center, Inc. | Target Hospitality Corp. | | Inter Parfums, Inc. | The Beauty Health Company | | Lindblad Expeditions Holdings, Inc. | USANA Health Sciences, Inc. | | Medifast, Inc. | WW International, Inc. | | National Vision Holdings, Inc. | Wyndham Hotels & Resorts, Inc. | | Nature’s Sunshine Products, Inc. | Xponential Fitness, Inc. |

  19. Elements of Compensation

    | Compensation Element | Description | | Base Salary | We provide competitive base salaries to our executive officers, reflecting their experience, responsibilities, and market benchmarks. Base salaries serve as a fixed component of compensation designed to deliver predictable, consistent, and stable compensation, while recognizing the ongoing contributions and expertise of our executives. | | Annual Performance Incentives | To drive performance and reward the achievement of financial, operational, and strategic objectives, we offer annual cash incentive awards. These incentives are directly funded based on our overall financial performance, evidencing an ability-to-pay philosophy, and are designed to motivate our executives to deliver exceptional results. | | Long-Term Equity-Based Compensation | We believe in aligning the long-term interests of our executives with those of our shareholders. To achieve this, we grant long-term equity-based compensation, including restricted stock units (“RSUs”) and performance stock units (“PSUs”). RSUs promote ownership and leadership stability by tying pay to continued service, while PSUs reward financial results aligned with performance and stock price appreciation. These grants provide our executives with a stake in our success and encourage a focus on sustainable, long-term value creation. | | Executive Benefits and Perquisites | In addition to base salary and performance incentives, we provide our executives with a comprehensive package of benefits and perquisites. These include market competitive health and wellness benefits, retirement savings plans, life insurance, and other valuable perquisites that enhance their overall compensation packages. | | Employment Agreements | To ensure stability and provide clarity, we have entered into employment agreements with our executives. These agreements outline the terms and conditions of employment, including employment severance and change of control benefits. They provide a level of security, protection, and predictability for both the executive and the Company. |

  20. Annual Incentive Program

    Annual Incentive Program Our Compensation Committee recognizes the importance of incentivizing and rewarding the achievement of Company and individual performance objectives. As such, we have established an annual cash incentive bonus program (the “AIP”) for our Named Executive Officers that is designed to align the interests of our Named Executive Officers with the overall success of our Company and the interests of our shareholders. The primary performance metric used to determine the amount of our annual bonuses is Adjusted EBITDA, which is set at the beginning of each fiscal year. This metric reflects our financial performance and serves as a key indicator of our ability to generate sustainable growth and profitability. It is also the metric most often used by financial analysts and investors to assess our performance and value. The table below reflects the threshold, target and maximum Adjusted EBITDA goals for the 2023 annual cash bonus program for our Named Executive Officers. Please refer to the table below for our AIP payout percentages at threshold, target and maximum performance levels for fiscal year 2023:

  21. Annual Incentive Program

    | AIP Payout Level | Payout (% of target) | Adjusted EBITDA ($ in millions) | | Maximum | 200 | 83.6 | | Target | 100 | 66.9 | | Threshold | 50 | 60.2 |

  22. Annual Incentive Program

    To ensure transparency and clarity, we provide each of our Named Executive Officers with an individual annual bonus target, which is structured as a percentage of their annual base salary. The target bonus amount represents the level of performance that, if achieved, would result in the full payout of the annual bonus. Depending on the attainment of Company and individual performance objectives, Named Executive Officers can earn between 0% (if threshold results are not achieved) and 200% (if maximum results are achieved) of their target bonus amount. Please refer to the table below for the bonus amounts as percentage of base salary for each Named Executive Officer:

  23. Annual Incentive Program

    | Named Executive Officer | Below Threshold | Threshold | Target | Maximum | | Leonard Fluxman | 0% | 62.5% | 125% | 250% | | Stephen B. Lazarus | 0% | 45% | 90% | 180% | | Susan Bonner | 0% | 37.5% | 75% | 150% |

  24. Annual Incentive Program

    2023 Annual Bonus (AIP) Actual Performance Our Compensation Committee evaluates the attainment of our Adjusted EBITDA when determining the annual cash bonus for each Named Executive Officer. In making annual bonus determinations, the Compensation Committee reserves the discretion to make adjustments to the plan objectives and/or actual financial results based on the occurrence of extraordinary or nonrecurring events that may have influenced such results. For fiscal year 2023, no extraordinary or nonrecurring events impacted the annual bonus program. Please refer to the table below for the results for fiscal year 2023 and the applicable payout for each Named Executive Officer based on such results.

  25. Annual Incentive Program

    | Results | | | FY2023 Actual | $89.2 | | Payout as % of Target | 200% |

  26. Annual Incentive Program

    | Named Executive Officer | 2023 Base Salary | 2023 Target AIP Bonus % | 2023 Actual Performance | | 2023 Actual AIP Bonus Amount | | Leonard Fluxman | $910,252x | 125%x | 200% | = | $2,275,631 | | Stephen B. Lazarus | $579,251x | 90%x | 200% | = | $1,042,653 | | Susan Bonner | $500,500x | 75%x | 200% | = | $750,750 |

  27. Annual Incentive Program

    We believe that our AIP plays a vital role in attracting and retaining highly skilled executives who have a positive impact on our Company results. By providing these bonus opportunities, we foster a culture of performance excellence and ensure that our executives are rewarded for their contributions to our success.

  28. Long-Term Equity-Based Incentive Compensation

    Long-Term Equity-Based Incentive Compensation We believe in fostering a culture of long-term value creation and aligning the interests of our executives with the success of our Company and its shareholders. Our long-term equity-based incentive compensation (“LTI”) program serves as a powerful tool to incent and reward our executives for their contributions to our growth and shareholder value. By offering a combination of RSUs and PSUs, we aim to create a balanced and performance-driven compensation structure that drives sustainable results. This compensation program not only rewards executives for their ongoing commitment but also ensures their compensation is directly tied to the achievement of key performance metrics, financial results and the creation of long-term shareholder value. To align the interests of our executives with the performance of our Company toward creating shareholder value, we allocate 50% of the total equity grants to RSUs and 50% to PSUs. This structure incents executives to strive for strong performance and aligns their interests with the Company’s financial goals. The RSUs vest ratably over a three-year period during which the executive is continuously employed by the Company. The PSUs are subject to both performance-based and time-based conditions. The performance-based condition is satisfied based on achievement against specified EBITDA targets measured on the first anniversary of the award’s grant date. The PSUs earned under the performance-vesting conditions time-vest ratably over a three-year period ending on the third anniversary of the award’s grant date. We have used a 1-year performance period for our PSUs because of the difficulty in setting longer-term financial objectives given the volatility of the overall economic environment and the sensitivity of our business to consumer economic trends and extraneous events (such as COVID-19), which strongly impacted, and may in the future strongly impact, our industry. We selected Adjusted EBITDA as the performance measure for our long-term and short-term compensation programs as the highest correlating metric applied to assess the performance and value of our Company, reflecting our ability to convert revenue into operating profits toward achieving our short-term and long-term value objectives. By linking a significant portion of compensation to performance, we create a strong incentive for our executives to focus on achieving key objectives that are critical to our long-term success. We aim to create a compensation structure that not only rewards our executives for their ongoing commitment but also ensures that their interests are closely aligned with the creation of long-term shareholder value. By tying their compensation to performance-based metrics, we foster a culture of accountability and drive sustainable results that benefit both our executives and our shareholders.

  29. 2023 Target LTI Awards

    2023 Target LTI Awards In fiscal year 2023, the Compensation Committee established target LTI awards for our Named Executive Officers that reflect our commitment to aligning executive compensation with our long-term success. These target awards are designed to motivate and reward our executives for their contributions to the Company’s growth and the enhancement of shareholder value. These target awards are determined based on a comprehensive evaluation of various factors, including individual performance, market competitiveness, and the achievement of key strategic objectives. Please refer to the table below, which reflects the grant date value of the equity grants made to the Named Executive Officers in fiscal year 2023, calculated based on the closing price of the Company’s stock on the date of grant.

  30. 2023 Target LTI Awards

    | Named Executive Officer | Time-Based Awards (RSUs) | Performance-Based Awards (PSUs) | Total LTI | | Leonard Fluxman | $1,303,364 | $1,303,364 | $2,606,729 | | Stephen B. Lazarus | $524,800 | $524,800 | $1,049,600 | | Susan Bonner | $375,000 | $375,000 | $750,000 |

  31. 2023 Performance-Based Awards Achievement

    | PSU Payout Level | Payout (% of target) | Adjusted EBITDA ($ in millions) | | Maximum | 200 | 100.3 | | Target | 100 | 66.9 | | Threshold | 50 | 60.2 | | Results | | | | FY2023 Actual | | $89.2 | | Payout % | | 167% |

  32. Other Executive Benefits and Perquisites

    | • | short-term and long-term disability; and |

  33. Agreements with Named Executive Officers

    Agreements with Named Executive Officers We believe that a strong, experienced management team is in the best interests of the Company and our shareholders. We have executed employment agreements with each of our Named Executive Officers that provide for, among other terms and conditions, specified base salary, incentive compensation, benefits, severance protection and grants of Company equity awards. These benefits are payable if the Name Executive Officer is terminated by the Company under certain circumstances. In addition, the employment agreements with each of our Named Executive Officers in each case include provisions to incent our Named Executive Officers with respect to consummating a significant transaction deemed in the best interest of our shareholders as detailed in the “Employment Agreements” and “Potential Payments Upon Termination or a Change in Control” sections below.

  34. Section 280G of the Internal Revenue Code

    Section 280G of the Internal Revenue Code Section 280G of the Internal Revenue Code (the “Code”) disallows a tax deduction with respect to “excess parachute payments” to certain executive officers of companies that undergo a change in control. In addition, Section 4999 of the Code imposes a 20% excise tax penalty on the individual receiving the “excess parachute payment.” Parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans or programs and other equity-based compensation. “Excess parachute payments” are parachute payments that excess a threshold determined under Section 280G of the Code based on an executive officer’s prior compensation. In the event that any payment or benefit to be made to the Named Executive Officers under their respective employment agreements in connection with a change in control would constitute a parachute payment under Section 280G of the Code, then the applicable Named Executive Officer will have such payments reduced to the largest amount that would result in no portion of such payments being subject to the excise taxes imposed by Section 4999 of the Code, unless such payments, less any excise tax which would be imposed on such payments pursuant to Section 4999 of the Code, would be greater than such reduced payments, in which case no reduction would occur. We do not provide for excise tax gross-ups to our executive officers and do not expect to do so in the future.

  35. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC 718, for our equity-based compensation awards. ASC 718 requires companies to calculate the grant date “fair value” of their equity-based awards using a variety of assumptions. ASC 718 also requires companies to recognize the compensation cost of their equity-based awards in their income statements over the period that an associate is required to render service in exchange for the award. Future grants of stock options, restricted stock, RSUs and other equity-based awards under our equity incentive award plans will be accounted for under ASC 718. The Compensation Committee regularly considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

  36. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth certain information with respect to compensation for the fiscal year ended December 31, 2023 earned by, awarded to or paid to our Named Executive Officers.

  37. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total ($) | | Leonard Fluxman(6) | 2023 | 910,252 | — | 2,606,729 | 2,275,631 | 92,193 | 5,884,805 | | President, Executive Chairman and Chief Executive Officer | 2022 | 910,252 | — | 3,668,933(3) | 1,873,019 | 90,539 | 6,542,743 | | | 2021 | 875,243 | 531,094 | 2,648,410 | 1,062,188 | 86,553 | 5,203,488 | | Stephen B. Lazarus | 2023 | 579,251 | — | 1,049,600 | 1,042,653 | 73,945 | 2,745,449 | | Chief Financial Officer and Chief Operating Officer | 2022 | 579,251 | — | 1,536,261(3) | 858,183 | 72,895 | 3,046,590 | | | 2021 | 556,973 | 243,338 | 1,066,365 | 486,675 | 67,322 | 2,420,673 | | Susan Bonner | 2023 | 500,500 | — | 749,996 | 750,750 | 33,118 | 2,034,364 | | Chief Commercial Officer | 2022 | 500,500 | 89,894 | 890,314(3) | 617,925 | 33,311 | 2,131,944 | | | 2021 | 481,250 | 50,000 | 611,176 | 288,750 | 32,302 | 1,463,478 |

  38. 2023 Summary Compensation Table

    | (1) Amounts reflect the 2021, 2022 and 2023 annualized base salary amounts earned by each Named Executive Officer. |

  39. 2023 Summary Compensation Table

    | (2) Amounts reflect the grant date fair value of RSUs and PSUs granted to the Named Executive Officers as computed in accordance with FASB ASC Topic 718 (“ASC 718”), and, in respect of PSUs, based on the probable outcomes of the performance conditions as of the grant date. The assumptions used in calculating the grant date fair value of the RSUs and PSUs granted in 2023 are set forth in Note 10 to the Consolidated Financial Statements included in the Company’s 2023 Annual Report, filed with the SEC on February 29, 2024. The PSUs and RSUs granted in 2023 were granted with dividend equivalent rights that will vest and be settled at the same time and subject to the same terms and conditions as the corresponding PSUs or RSUs, as applicable. The grant date value of the PSUs granted to the Named Executive Officers in 2023 assuming the highest level of performance conditions will be achieved (200%), would be as follows: (i) Mr. Fluxman: $2,606,729, (ii) Mr. Lazarus: $1,049,600 and (iii) Ms. Bonner: $749,996. |

  40. 2023 Summary Compensation Table

    | (3) The Summary Compensation Table included in our Annual Proxy Statement filed with the SEC on April 28, 2023 inadvertently reported the grant date fair value of the RSUs and PSUs granted to our Named Executive Officers during 2022 incorrectly as the following values: Mr. Fluxman: $2,365,556; Ms. Bonner: $509,374 and Mr. Lazarus: $876,367. The amounts reflected in the Stock Awards column for 2022 have been adjusted to reflect the correct grant date fair value of the RSUs and PSUs granted to our Named Executive Officers during 2022, calculated in accordance with ASC 718. |

  41. 2023 Summary Compensation Table

    | (4) Amounts for 2023 reflect AIP bonuses earned by each of our Named Executive Officers, which were paid in cash. See “Compensation Discussion and Analysis – Annual Incentive Program” above for further information regarding the 2023 AIP bonus opportunities. |

  42. 2023 Summary Compensation Table

    | (5) Amounts for 2023 reflect: (i) 401(k) Plan employer matching contributions of $13,200 for each Named Executive Officer; (ii) an annual automobile allowance equal to $25,000 for Mr. Fluxman, $15,000 for Mr. Lazarus, and $10,000 for Ms. Bonner; (iii) an amount equal to $40,357 for Mr. Fluxman, 36,260 for Mr. Lazarus, and $9,918 for Ms. Bonner, in each case, for fringe payments received in 2023 for medical, dental, vision and long-term disability, and (iv) reimbursement of life insurance premiums in an amount equal to $13,636 for Mr. Fluxman and $9,485 for Mr. Lazarus. |

  43. 2023 Summary Compensation Table

    | (6) Mr. Fluxman serves on our Board but did not receive any additional compensation for such Board service. |

  44. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table sets forth certain information with respect to grants of plan-based awards for the year ended December 31, 2023 with respect to our Named Executive Officers.

  45. 2023 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units(3) (#) | Awards(4) ($) | | Leonard Fluxman | | 568,908 | 1,137,815 | 2,275,630 | — | — | — | — | — | | | 12/6/2023 | — | — | — | 52,260 | 104,520 | 209,040 | | 1,303,364 | | | 12/6/2023 | — | — | — | — | — | — | 104,520 | 1,303,364 | | Stephen B. Lazarus | | 260,663 | 521,326 | 1,042,652 | — | — | — | — | — | | | 12/6/2023 | — | — | — | 21,043 | 42,085 | 84,170 | — | 524,800 | | | 12/6/2023 | — | — | — | — | — | — | 42,085 | 524,800 | | Susan Bonner | | 187,688 | 375,375 | 750,750 | — | — | — | — | — | | | 12/6/2023 | — | — | — | 15,036 | 30,072 | 60,144 | — | 374,998 | | | 12/6/2023 | — | — | — | — | — | — | 30,072 | 374,998 |

  46. 2023 Grants of Plan-Based Awards

    | (1) Amounts represent the threshold, target and maximum AIP amounts for fiscal year 2023. The threshold amount of each Named Executive Officer is 50% of the target amount, and is the minimum amount payable if threshold performance is achieved. If threshold performance is not achieved, the payment would be $0. The maximum amount for each Named Executive Officer is 200% of the target amount, and is the maximum amount payable if maximum performance is achieved. The pre-established AIP performance metric for fiscal year 2023 was Adjusted EBITDA. The actual amounts paid to our Named Executive Officers under our 2023 AIP are set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. See “Compensation Discussion and Analysis – Annual Incentive Program” above for additional details. |

  47. 2023 Grants of Plan-Based Awards

    | (2) Amounts represent the threshold, target and maximum PSU amounts for fiscal year 2023. The threshold amount of each Named Executive Officer is 50% of the target amount, and is the minimum amount payable if threshold performance is achieved. If threshold performance is not achieved, no PSUs would vest and the PSUs would be forfeited. The maximum amount for each Named Executive Officer is 200% of the target amount, and is the maximum amount of PSUs that may vest if maximum performance is achieved. The pre-established PSU performance metric for fiscal year 2023 was Adjusted EBITDA. See “Compensation Discussion and Analysis – Long-Term Equity-Based Incentive Compensation” above for additional details. |

  48. 2023 Grants of Plan-Based Awards

    | (3) Amounts represent RSUs granted to our Named Executive Officers in 2023. The RSUs vest one-third on each of the first, second and third anniversaries of the grant date. See “Compensation Discussion and Analysis – Long-Term Equity-Based Incentive Compensation” above for additional details. |

  49. 2023 Grants of Plan-Based Awards

    | (4) Amounts represent the grant date fair value of RSUs and PSUs, as applicable, granted to our Named Executive Officers during 2023, as computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the RSUs and PSUs granted in 2023 are set forth in Note 10 to the Consolidated Financial Statements included in the Company’s 2023 Annual Report, filed with the SEC on February 29, 2024. |

  50. Narrative Description to the Summary Compensation Table and the Grants of Plan-Based Awards Table for the 2023 Fiscal Year

    Narrative Description to the Summary Compensation Table and the Grants of Plan-Based Awards Table for the 2023 Fiscal Year

  51. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The following table summarizes the outstanding equity awards held as of December 31, 2023 by each of the Named Executive Officers. The market value of RSUs and PSUs reflected below were calculated based on the closing price of the Company’s common shares on December 29, 2023, the last business day of fiscal year 2023, of $14.10.

  52. Outstanding Equity Awards at 2023 Fiscal Year End

    | Name | Grant Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market value of unearned shares, units or other rights that have not vested ($) | | Leonard Fluxman | 12/6/2023 | 104,520(1) | 1,473,732 | 209,040(2) | 2,947,464 | | | 12/6/2022 | 84,361(3) | 1,189,490 | 253,082(4) | 3,568,456 | | | 12/7/2021 | 102,256(5) | 1,441,805 | — | — | | Stephen B. Lazarus | 12/6/2023 | 42,085(1) | 593,399 | 84,170(2) | 1,186,797 | | | 12/6/2022 | 33,967(3) | 478,935 | 101,902(4) | 1,436,818 | | | 12/7/2021 | 41,172(5) | 580,530 | — | — | | Susan Bonner | 12/6/2023 | 30,072(1) | 424,015 | 60,144(2) | 848,030 | | | 12/6/2022 | 19,468(3) | 274,499 | 58,404(4) | 823,496 | | | 12/7/2021 | 23,597(5) | 332,718 | — | — |

  53. Outstanding Equity Awards at 2023 Fiscal Year End

    | (1) Reflects RSUs granted on December 6, 2023, which time vest one-third on each of the first, second and third anniversaries of the grant date. |

  54. Outstanding Equity Awards at 2023 Fiscal Year End

    | (2) Reflects PSUs granted on December 6, 2023 at maximum performance, which performance vest up to a maximum of 200% based on achievement of specified EBITDA performance goals during the one-year period following the grant date (the “Earned 2023 PSUs”), as determined by the Compensation Committee no later than March 15th following such performance period (such determination date, the “2023 PSU Determination Date”), and such Earned 2023 PSUs will fully vest one-third on each of the 2023 PSU Determination Date and the second and third anniversaries of the grant date. |

  55. Outstanding Equity Awards at 2023 Fiscal Year End

    | (3) Reflects RSUs granted on December 6, 2022, which time vest one-third on each of the first, second and third anniversaries of the grant date. |

  56. Outstanding Equity Awards at 2023 Fiscal Year End

    | (4) Reflects PSUs granted on December 6, 2022 at maximum performance, which performance vest up to a maximum of 200% based on achievement of specified EBITDA performance goals during the one-year period following the grant date (the “Earned 2022 PSUs”), as determined by the Compensation Committee on February 13, 2024 (such determination date, the “2022 PSU Determination Date”), and such Earned 2022 PSUs vested one-third on the 2022 PSU Determination Date and will continue to vest one-third on each of the second and third anniversaries of the grant date. |

  57. Outstanding Equity Awards at 2023 Fiscal Year End

    | (5) Reflects RSUs granted on December 7, 2021, which time vest one-third on each of the first, second and third anniversaries of the grant date, and PSUs granted on December 7, 2021, which have satisfied the applicable performance conditions and will fully time vest on the third anniversary of the date of grant. |

  58. Option Exercises and Stock Vested in the 2023 Fiscal Year

    Option Exercises and Stock Vested in the 2023 Fiscal Year The following table sets forth certain information with respect to the vesting of stock awards during the fiscal year ended December 31, 2023 with respect to our Named Executive Officers.

  59. Option Exercises and Stock Vested in the 2023 Fiscal Year

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Leonard Fluxman | 772,602 | 9,650,937 | | Stephen B. Lazarus | 326,576 | 4,075,202 | | Susan Bonner | 123,633 | 1,472,756 |

  60. Potential Payments Upon Termination or a Change in Control

    Potential Payments Upon Termination or a Change in Control Employment Agreements Each of Messrs. Fluxman and Lazarus’ Employment Agreement provides that, in the event that the Named Executive Officer’s employment is terminated either by the Company without “cause” (which includes the Company’s delivery of a notice of nonrenewal of the employment term), or by the Named Executive Officer for “good reason” (in each case as such terms are defined in their respective Employment Agreements), in addition to receiving (i) any accrued but unpaid annual bonus, (ii) a pro-rata target annual bonus for the year of the applicable Named Executive Officer’s termination, and (iii) a lump sum payment equal to the premiums that would be paid by the Named Executive Officer for 24 months’ of COBRA continuation coverage, each of Messrs. Fluxman and Lazarus will be entitled to receive, subject to in each case to his execution and non-revocation of a release of claims in favor of the Company and its affiliates, (x) a lump sum cash payment equal to 2.5X for Mr. Lazarus and 3X for Mr. Fluxman of the sum of his base salary and target annual bonus, and (y) the annual bonus for the year of his termination of employment, determined based on actual achievement of the applicable performance criteria during the performance period applicable to such annual bonus. Ms. Bonner’s Employment Agreement provides that, in the event that her employment is terminated either by the Company without “cause” (which includes the Company’s delivery of a notice of nonrenewal of the employment term), or by Ms. Bonner for “good reason” (in each case as such terms are defined in her Employment Agreement), in addition to receiving (i) any accrued but unpaid annual bonus, (ii) a pro-rata target annual bonus for the year of her termination, and (iii) a lump sum payment equal to the premiums that would be paid by Ms. Bonner for 18 months’ of COBRA continuation coverage, Ms. Bonner will be entitled to receive, subject to her execution and non-revocation of a release of claims in favor of the Company and its affiliates, continued payment of her then-current base salary for 12 months following the date of her termination of employment. In the event that any payment or benefit to be made to Messrs. Fluxman or Lazarus or Ms. Bonner under the Employment Agreements in connection with a change in control would constitute a parachute payment under Section 280G of the Code, then the applicable Named Executive Officer will have such payments reduced to the largest amount that would result in no portion of such payments being subject to the excise taxes imposed by Section 4999 of the Code, unless such payments, less any excise tax which would be imposed on such payments pursuant to Section 4999 of the Code, would be greater than such reduced payments, in which case no reduction would occur. The Employment Agreements also provide that in the event of the Named Executive Officer’s death during the Named Executive Officer’s employment by the Company or the Named Executive Officer’s termination due to the Named Executive Officer’s disability, the Named Executive Officer (or their estate, as applicable) will be entitled to: (i) any unpaid accrued base salary, and any unpaid accrued incentive bonus, (ii) any amount due to the Named Executive Officer as reimbursement of expenses, (iii) any unpaid accrued vacation payment; (iv) a pro-rated target annual bonus for the year of termination and (v) a lump sum amount equal to the maximum monthly premium the Named Executive Officer (if the Named Executive Officer is terminated due to disability), the Named Executive Officer’s spouse and other eligible family members would be required to pay pursuant to COBRA, multiplied by 24 for Messrs. Fluxman and Lazarus and 18 for Ms. Bonner. Outstanding Equity Awards Under the terms of the 2019 Plan, in the event of a change in control, the acquiring or successor entity may assume or continue all or any awards outstanding or substitute substantially equivalent awards. Any awards which are not assumed or continued in connection with a change in control or are not exercised or settled prior to the change in control will terminate at the time of the change in control. The 2019 Plan also authorizes the Compensation Committee, in its discretion and without the consent of any participant, to accelerate the exercisability, vesting and/or settlement of an award in connection with a change in control upon such conditions determined by the Compensation Committee (including a termination prior to, upon or following such change in control), or cancel each or any outstanding award denominated in shares upon a change in control in exchange for a payment to the participant with respect to each vested share subject to the cancelled award of an amount equal to the excess of the consideration to be paid per share in the change in control transaction over the exercise price per share, if any, under the award. Pursuant to the Compensation Committee’s discretion, the RSU and PSU award agreements governing RSUs and PSUs outstanding as of December 31, 2023 provide that (i) RSUs will accelerate and vest upon a change in control and (ii) if the change in control occurs (a) during the performance period and prior to the Determination Date, the target number of PSUs will be deemed earned and vest upon such change in control, or (b) following the Determination Date, any outstanding earned PSUs will vest upon such change in control, subject, in each case, to the Named Executive Officer’s continued employment through the consummation of such change in control. Additionally, upon a termination of a Named Executive Officer by the Company without “cause” or due to death or “disability” or by such Named Executive Officer for “good reason” (as each such term is defined in the applicable award agreement), any outstanding RSUs and PSUs will accelerate and vest. Mr. Fluxman meets the age and service requirements for an Eligible Retirement under the terms of our RSU and PSU award agreements. See “Narrative Description to the Summary Compensation Table and the Grants of Plan-Based Awards Table for the 2023 Fiscal Year – Equity Awards” above for more information. In order to receive Eligible Retirement treatment of his equity awards upon his termination of employment from the Company as of December 31, 2023, such treatment would have required the Compensation Committee’s approval. Neither Mr. Lazarus nor Ms. Bonner are eligible for retirement treatment under the terms of our equity awards. Benefits and Payments Upon Termination The following table provides information regarding potential payments to our Named Executive Officers as of December 31, 2023 in connection with certain termination or change in control events.

  61. Potential Payments Upon Termination or a Change in Control

    | Named Executive Officer | Base Salary(1) ($) | Target Incentive Bonus(2) ($) | Accrued 2023 Incentive Bonus(3) ($) | Termination Incentive(4) Bonus ($) | Pro-Rata Bonus(5) ($) | Continued Health Benefits(6) ($) | Disability Insurance Proceeds(7) ($) | Life Insurance Policy(8) ($) | Acceleration of RSUs(9) ($) | Acceleration of PSUs(10) ($) | Total ($) | | Leonard Fluxman | | | | | | | | | | | | | Termination without Cause or for Good Reason | 2,730,756 | 3,413,445 | 2,275,631 | 2,275,631 | 1,137,815 | 43,221 | — | — | 3,271,383 | 4,087,802 | 19,235,684 | | Termination for Cause or without Good Reason | — | — | 2,275,631 | — | — | — | — | — | — | — | 2,275,631 | | Termination Due to Death | — | — | 2,275,631 | — | 1,137,815 | 43,221 | — | 5,689,075 | 3,271,383 | 4,087,802 | 16,504,927 | | Termination Due to Disability | — | — | 2,275,631 | — | 1,137,815 | 43,221 | 519,952 | — | 3,271,383 | 4,087,802 | 11,335,804 | | Change in Control | — | — | — | — | — | — | — | — | 3,271,383 | 4,383,225 | 7,654,608 | | Eligible Retirement(11) | — | — | — | — | — | — | — | — | — | — | — | | Stephen B. Lazarus | | | | | | | | | | | | | Termination without Cause or for Good Reason | 1,448,128 | 1,303,315 | 1,042,653 | 1,042,653 | 521,326 | 43,221 | — | — | 1,318,745 | 1,645,921 | 8,365,961 | | Termination for Cause or without Good Reason | — | — | 1,042,653 | — | — | — | — | — | — | — | 1,042,653 | | Termination Due to Death | — | — | 1,042,653 | — | 521,326 | 43,221 | — | 3,417,581 | 1,318,745 | 1,645,921 | 7,989,447 | | Termination Due to Disability | — | — | 1,042,653 | — | 521,326 | 43,221 | 783,000 | — | 1,318,745 | 1,645,921 | 5,354,866 | | Change in Control | — | — | — | — | — | — | — | — | 1,318,745 | 1,764,866 | 3,083,610 | | Eligible Retirement | — | — | — | — | — | — | — | — | — | — | — | | Susan Bonner | | | | | | | | | | | | | Termination without Cause or for Good Reason | 500,500 | — | — | — | 375,375 | 6,044 | — | — | 839,740 | 1,027,256 | 2,748,914 | | Termination for Cause or without Good Reason | — | — | — | — | — | — | — | — | — | — | — | | Termination Due to Death | — | — | — | — | 375,375 | 6,044 | — | 1,876,875 | 839,740 | 1,027,256 | 4,125,289 | | Termination Due to Disability | — | — | — | — | 375,375 | 6,044 | 6,800 | — | 839,740 | 1,027,256 | 2,255,214 | | Change in Control | — | — | — | — | — | — | — | — | 839,740 | 1,095,427 | 1,935,166 | | Eligible Retirement | — | — | — | — | — | — | — | — | — | — | — |

  62. Potential Payments Upon Termination or a Change in Control

    | (1) Represents base salary severance payments based on each Named Executive Officer’s respective base salary in effect as of December 31, 2023, multiplied by the following severance multiples, as specified in each Named Executive Officer’s employment agreement: Mr. Fluxman: 3x, Mr. Lazarus: 2.5x and Ms. Bonner: 1x. |

  63. Potential Payments Upon Termination or a Change in Control

    | (2) Represents the Target Incentive Bonus (as defined in each applicable Named Executive Officer’s employment agreement) amounts for each of Messrs. Fluxman and Lazarus, multiplied by the following severance multiples, as specified in their respective employment agreements: Mr. Fluxman: 3x and Mr. Lazarus: 2.5x. |

  64. Potential Payments Upon Termination or a Change in Control

    | (3) Represents the accrued but unpaid 2023 Incentive Bonus (as defined in each applicable Named Executive Officer’s employment agreement) amounts for Messrs. Fluxman and Lazarus, based on actual performance. Upon a termination for Cause (as defined in each applicable Named Executive Officer’s employment agreement), Messrs. Fluxman and Lazarus would only be entitled to such amount upon a termination due to such Named Executive Officer’s (i) failure to substantially performance duties, (ii) violation of any lawful written policy or directive which is materially and demonstrably injurious to the Company or an affiliate, (iii) excessive alcoholism or drug abuse that substantially impairs the Named Executive Officer’s ability to perform duties under the Employment Agreement, (vi) commission of an act involving moral turpitude that results in material and demonstrable damage to the Company or an affiliate or (v) material breach or material violation of any non-competition, non-solicitation, non-disclosure or confidentiality provision contained in the Employment Agreement. |

  65. Potential Payments Upon Termination or a Change in Control

    | (4) Represents Termination Incentive Bonus payments as specified in each of Messrs. Fluxman and Lazarus’s employment agreements. |

  66. Potential Payments Upon Termination or a Change in Control

    | (5) Represents the pro-rata Target Incentive Bonus payments, which are based on each Named Executive Officer’s Target Incentive Bonus, pro-rated for the portion of the year during which such Named Executive Officer was employed. As this table assumes a termination of employment on December 31, 2023, this column reflects the full Target Incentive Bonus specified in each Named Executive Officer’s employment agreement. |

  67. Potential Payments Upon Termination or a Change in Control

    | (6) Represents the amount of Company-provided continued health benefits for the following time periods, as specified in each Named Executive Officer’s employment agreement: Messrs. Fluxman and Lazarus: 24 months and Ms. Bonner: 18 months. |

  68. Potential Payments Upon Termination or a Change in Control

    | (7) Represents the total of the monthly proceeds payable under a disability insurance policy for which the Company reimburses each of Messrs. Fluxman and Lazarus for premium payments, and an annual amount to be used toward premium payments on a disability insurance policy in the maximum amount obtainable by Ms. Bonner. |

  69. Potential Payments Upon Termination or a Change in Control

    | (8) Represents payments made upon a termination of employment due to death pursuant to a life insurance policy. |

  70. Potential Payments Upon Termination or a Change in Control

    | (9) Represents the value of accelerated vesting of RSUs that would have vested upon the applicable termination event, calculated based on the closing price of the Company’s common shares on December 29, 2023, the last business day of fiscal year 2023, of $14.10. |

  71. Potential Payments Upon Termination or a Change in Control

    | (10) Represents the value of accelerated vesting of PSUs that would have vested upon the applicable termination event, calculated based on the closing price of the Company’s common shares on December 29, 2023, the last business day of fiscal year 2023, of $14.10. Upon a Change in Control that occurs prior to the Determination Date (as defined in the applicable PSU award agreement), the PSUs will be deemed earned at target. Upon a Change in Control that occurs after the Determination Date, the PSUs will be deemed earned at the actual level of performance achieved. As of December 31, 2023, a Determination Date had only occurred with respect to the 2021 PSUs. As such, in the row titled “Change in Control,” the 2021 PSUs are calculated at actual performance (i.e., 135.6%) and the 2022 PSUs and 2023 PSUs are calculated based on target performance. |

  72. Potential Payments Upon Termination or a Change in Control

    | (11) Pursuant to the terms of the RSU and PSU award agreements, if a Named Executive Officer terminates employment due to an Eligible Retirement, such Named Executive Officer will remain eligible to continue to vest in the RSUs and any Earned PSUs following the termination of employment, subject to compliance with such Named Executive Officer’s restrictive covenants. As of December 31, 2023, only Mr. Fluxman was retirement eligible, subject to Compensation Committee approval, and at such time he held 232,283 unvested RSUs and 58,853 Earned PSUs. The value of any RSUs and Earned PSUs that would continue to vest following an Eligible Retirement are not included in this table. |

  73. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following table reports the compensation of our Principal Executive Officer (“PEO”), and the average compensation of our other Named Executive Officers (“Non-PEO NEOs”) as reported in the Summary Compensation Table for the past three fiscal years, as well as their “compensation actually paid” (“CAP”) as calculated pursuant to the applicable SEC rules and certain performance measures required by such rules. The following table sets forth certain information with respect to the Company’s financial performance and the compensation paid to each of our Named Executive Officers for each of the fiscal years ended December 31, 2021, 2022 and 2023:

  74. PAY VERSUS PERFORMANCE

    | | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO(1)(2) ($) | Summary Compensation Table Total for Former PEO ($) | Compensation Actually Paid to Former PEO(1)(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2) ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($) | Adjusted EBITDA(4) ($) | | Year | | | | | | | Total Shareholder Return(3) ($) | Peer Group Total Shareholder Return(3) ($) | | | | 2023 | 5,884,805 | 11,308,693 | — | — | 2,389,907 | 4,011,726 | 139.05 | 100.01 | (2,974) | 89,192 | | 2022 | 6,542,743 | 6,070,680 | — | — | 2,589,267 | 2,423,449 | 92.01 | 88.90 | 53,159 | 50,384 | | 2021 | 5,203,488 | (1,745,320) | 289,990 | (1,874,864) | 1,942,076 | 378,855 | 98.82 | 111.49 | (68,522) | (18,946) |

  75. PAY VERSUS PERFORMANCE

    | (1) Amounts represent CAP to our PEO and the average CAP to our Non-PEO NEOs for the relevant fiscal year, as determined pursuant to the SEC rules (and as described below), which includes the individuals indicated in the table below for each fiscal year: |

  76. PAY VERSUS PERFORMANCE

    | Year | Current PEO | Former PEO | Non-PEO NEOs | | 2023 | Leonard Fluxman | — | Stephen B. Lazarus, Susan Bonner | | 2022 | Leonard Fluxman | — | Stephen B. Lazarus, Susan Bonner | | 2021 | Leonard Fluxman | Glenn J. Fusfield | Stephen B. Lazarus, Susan Bonner |

  77. PAY VERSUS PERFORMANCE

    | (2) In calculating CAP reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with ASC 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant. For each fiscal year, CAP to our Named Executive Officers represents the compensation reported in the “Total” column of the Summary Compensation Table for each applicable fiscal year, adjusted as follows: |

  78. PAY VERSUS PERFORMANCE

    | | 2021 | | | | | | 2022 | | | | 2023 | | | | | Adjustments | Former PEO | | Current PEO | | Average Non-PEO NEOs | | Current PEO | | Average Non-PEO NEOs | | PEO | | Average Non-PEO NEOs | | | Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the covered fiscal year | ($ | 99,801) | ($ | 2,648,410) | ($ | 838,771) | ($ | 3,668,933) | ($ | 1,213,288) | ($ | 2,606,729) | ($ | 899,798) | | Increase in the fair value as of the end of the covered fiscal year of all awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year | | 102,354 | | 2,609,348 | | 826,400 | | 2,361,255 | | 747,827 | | 2,947,464 | | 1,017,421 | | Increase, for awards that are granted and vest in the same year, in the fair value as of the vesting date | | 0 | | 0 | | 0 | | 1,096,093 | | 400,087 | | 0 | | 0 | | Increase in the amount equal to the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year | ($ | 4,606) | | 699,174 | | 157,148 | ($ | 123,347) | ($ | 27,628) | | 2,085,957 | | 660,631 | | Increase in the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year | | 1,707,917 | | 864,688 | | 237,081 | ($ | 137,131) | ($ | 72,817) | | 2,997,196 | | 843,566 | | Decrease, for any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, in the amount equal to the fair value at the end of the prior fiscal year | ($ | 3,870,718) | ($ | 8,473,608) | ($ | 1,945,078) | | 0 | | 0 | | 0 | | 0 | | Increase in the dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | If at any time during the last completed fiscal year, the company has adjusted or amended the exercise price of options or SARs held by a Named Executive Officer, or otherwise has materially modified such awards, the changes in fair value, taking into account the excess fair value, if any, of any such modified award over the fair value of the original award as of the date of such modification | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | Deduction for change in the actuarial present values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table for the covered fiscal year | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | Increase for service cost and, if applicable, prior service cost for pension plans | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | TOTAL ADJUSTMENTS | ($ | 2,164,854) | ($ | 6,948,808) | ($ | 1,563,221) | ($ | 472,063) | ($ | 165,818) | | 5,423,888 | | 1,621,819 |

  79. PAY VERSUS PERFORMANCE

    | (3) The Company Total Shareholder Return and the Peer Group Total Shareholder Return reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K. The peer group used to determine the Peer Group Total Shareholder Return for fiscal year 2023 is the compensation peer group that was disclosed in our CD&A, as listed below: |

  80. PAY VERSUS PERFORMANCE

    | Current Peer Group (2023) | | Choice Hotels International, Inc. | | e.l.f. Beauty, Inc. | | European Wax Center, Inc. | | Inter Parfums, Inc. | | Lindblad Expeditions Holdings, Inc. | | Medifast, Inc. | | National Vision Holdings, Inc. | | Nature’s Sunshine Products, Inc. | | Planet Fitness, Inc. | | Playa Hotels & Resorts N.V. | | Target Hospitality Corp. | | The Beauty Health Company | | USANA Health Sciences, Inc. | | WW International, Inc. | | Wyndham Hotels & Resorts, Inc. | | Xponential Fitness, Inc. |

  81. PAY VERSUS PERFORMANCE

    For purposes of satisfying regulatory requirements under Item 402(v) of Regulation S-K, in fiscal years 2022 and 2021, we compared our company to the Dow Jones U.S. Travel & Leisure Index. If the peer group comparator had not changed for fiscal year 2023, the Peer Group Total Shareholder Return for 2023 would have been $120.98. For fiscal year 2023, we decided to use the peer group disclosed in our CD&A, as we believe that such peer group is more comparable to our business than the U.S. Travel & Leisure Index.

  82. PAY VERSUS PERFORMANCE

    | (4) We have selected Adjusted EBITDA as our most important financial measure (that is not otherwise required to be disclosed in the table) used to link CAP to our Named Executive Officers to company performance. Adjusted EBITDA is a non-GAAP measure. We define adjusted EBITDA as net (loss) income plus income tax (benefit) expense, interest income, interest expense, depreciation and amortization, long-lived assets impairment, stock-based compensation, change in fair value of warrant liabilities and business combination costs. |

  83. Pay versus Performance Comparative Disclosure

    Pay versus Performance Comparative Disclosure The graphs below compare the CAP to our PEO and the average of the CAP to Non-PEO NEOs, with (i) our cumulative Total Shareholder Return against our Peer Group Total Shareholder Return, (ii) our Net Income, and (iii) our Adjusted EBITDA, in each case, for the fiscal years ended December 31, 2021, 2022 and 2023. Total Shareholder Return amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested. Compensation Actually Paid and Company TSR Compensation Actually Paid and Net Income Compensation Actually Paid and Adjusted EBITDA

  84. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We design our executive compensation plans to help attract, motivate, reward, and retain highly qualified executives who can create and sustain value for our shareholders. The following table lists the most important and only performance measure that we use to link CAP to our Named Executive Officers to company performance for the fiscal year ended December 31, 2023.

  85. Pay Versus Performance Tabular List

    | Most Important Performance Measure | | Adjusted EBITDA |

  86. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  87. 2023 Director Compensation Table

    2023 Director Compensation Table The following table presents the total compensation for each person who served as a non-employee director of our Board of Directors during 2023. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to, any of the other non-employee directors of our Board of Directors. Mr. Fluxman, our President, Executive Chairman and Chief Executive Officer, did not receive any compensation for service as a director and, consequently, is not included in this table. The compensation received by Mr. Fluxman as an employee of the Company is presented in “—Summary Compensation Table.”

  88. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | Total ($) | | Maryam Banikarim | 50,000 | 100,008 | 150,008 | | Glenn Fusfield | 50,000 | 100,008 | 150,008 | | Adam Hasiba | 50,000 | 100,008 | 150,008 | | Steven Heyer(4) | — | — | — | | Andrew R. Heyer | 50,000 | 100,008 | 150,008 | | Marc Magliacano | 50,000 | 100,008 | 150,008 | | Walter F. McLallen | 80,000 | 100,008 | 180,008 | | Lisa Myers | 50,000 | 100,008 | 150,008 | | Stephen W. Powell | 125,000 | 100,008 | 225,008 | | Jeffrey E. Stiefler | 70,000 | 100,008 | 170,008 |

  89. 2023 Director Compensation Table

    | (1) Reflects the cash retainer earned for each non-employee director’s board service. Ms. Banikarim and Messrs. Heyer, Magliacano, Powell and Stiefler elected to receive RSUs in lieu of cash with a grant date fair value equal to the cash retainer amounts reflected above, which RSUs fully vest upon the one-year anniversary of the grant date, subject to the non-employee director’s continuous service. Ms. Myers and Messrs. McLallen, Hasiba and Fusfield elected to receive their cash retainer in the form of cash. |

  90. 2023 Director Compensation Table

    | (2) Represents the aggregate grant date fair value calculated in accordance with FASB ASC Topic 718 of each grant of RSUs under our 2019 Plan. Each non-employee director was granted RSUs under our director compensation program that fully vest upon the one-year anniversary of the grant date, subject to the non-employee director’s continuous service. Except for Ms. Myers, each of the non-employee directors voluntarily elected to defer the payment of their 2023 RSUs until the earlier of immediately prior to a change of control or the 60th day following their termination of service date. Although Messrs. Heyer, Magliacano, Powell and Stiefler each elected to receive RSUs in lieu of cash with a grant date fair value equal to the cash retainer amounts, there was no incremental value between the original value of meeting fees that the Named Executive Officer elected to receive in RSUs and the ASC 718 value of such RSUs on the date of grant and, as such, no additional amount is included in this column related to such elections. |

  91. 2023 Director Compensation Table

    | (3) As of December 31, 2023, each of our non-employee directors held the following number of stock awards outstanding: |

  92. 2023 Director Compensation Table

    | Name | Shares subject to RSUs (#) | | Maryam Banikarim | 12,606 | | Glenn Fusfield | 8,404 | | Adam Hasiba | 8,404 | | Andrew R. Heyer | 12,606 | | Marc Magliacano | 12,606 | | Walter McLallen | 8,404 | | Lisa Myers | 8,404 | | Stephen W. Powell | 18,908 | | Jeffrey E. Stiefler | 14,286 |

  93. 2023 Director Compensation Table

    | (4) Mr. S. Heyer retired from the Board of Directors on June 7, 2023 and did not receive compensation in fiscal year 2023. |