DEF 14A of Onespaworld Holdings Ltd, Apr 24, 2026

DEF 14A of Onespaworld Holdings Ltd

Filed Apr 24, 2026 · FY20250001193125-26-177137

Open on EDGAR

  1. Proposal 1: Election of Directors

    Proposal 1: Election of Directors Our Board of Directors currently has ten members and is divided into three classes, designated Class A, Class B, and Class C. On April 23, 2025, our Board approved an amendment to our Articles to declassify the Board beginning with the 2025 Annual Meeting of Shareholders and provide for the annual election of all directors phased in over a three-year period. The amendment did not change the unexpired three-year terms of directors elected prior to the effectiveness of the amendment, including the directors elected at the 2024 Annual Meeting of Shareholders. In accordance with this phase-in period, the nominees listed below and at each subsequent annual meeting are being proposed for election to one-year terms. As a result, our Board will be fully declassified following our 2027 Annual Meeting of Shareholders. Our Board of Directors recognizes the importance of inclusion and diversity and strives to achieve an effective combination of experience and institutional knowledge and fresh and diverse perspectives to enhance its ability to further shareholder interests. We believe that our Board represents a broad spectrum of professional experience while balancing independence and tenure. We continue to evaluate our Board composition on an ongoing basis. There are seven nominees for election to the Board this year. Our Nominating and Governance Committee, consisting solely of independent directors, has recommended, and our Board of Directors has nominated, Maryam Banikarim, Leonard Fluxman, Glenn J. Fusfield, Adam Hasiba, Andrew R. Heyer, Lisa Myers and Stephen W. Powell for re-election as directors for one-year terms expiring at the 2027 Annual Meeting. Information regarding our directors and nominees, including information they have furnished as to their principal occupations, certain other directorships they hold, or have held, and their ages as of the date hereof is set forth below. There are currently no family relationships among any directors, director nominees or executive officers. In addition, except as described below, no nominee subject to election has any arrangement or understanding with another person under which he or she was or is to be selected as a director or nominee. We do not know of any reason why any nominee would be unable to serve as a director. If any nominee is unable to serve, the shares represented by all valid proxies will be voted for the election of such other person as the Board of Directors may nominate. The graphic below provides a snapshot of the skills possessed by our Board of Directors:

  2. Our Director Nominees

    Our Director Nominees

  3. 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.

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

    | Maryam Banikarim Age: 57 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. She previously worked at Fortune Media as Managing Director in 2024, at Nextdoor as Head of Marketing, Community + Global from 2020 to 2022, at 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 the non-profit, NYCNext. She hosts the Messy Parts podcast and chairs the WSJ CMO Council. Currently, she also serves on the board of Barnard College and is an advisor to Strawberry Frog and Cove Hill Partners. 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. |

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

    | Leonard Fluxman Age: 68 Title: Executive Chairman and CEO Director since: March 2019 | Mr. Fluxman is our Executive Chairman and Chief Executive Officer since March 2021, and previously served as our President from 2021 through March 2025 and 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. |

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

    | Glenn J. Fusfield Age: 63 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 cruise industry. |

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

    | Adam Hasiba Age: 42 Title: Director Director since: June 2020 | Mr. Hasiba serves on our Board. Mr. Hasiba joined the Board in June 2020. Mr. Hasiba is a Managing Director at Bruin Capital, where he focuses on sourcing and executing investments, partnering with portfolio company leadership teams, and helping drive long-term value creation across the global sports, media, marketing, and entertainment landscape. He brings a combination of investing expertise, operating experience, and strategic leadership developed over more than two decades working with growth-oriented consumer and media businesses. Prior to rejoining Bruin Capital, Mr. Hasiba was a Managing Director at L Catterton, one of the world’s leading consumer-focused private equity firms. There, from 2014 to 2026, he worked closely with founders, executives, and boards on investments spanning branded consumer, media, and experiential businesses. His work included evaluating new investment opportunities, supporting capital markets strategy, guiding operational and financial performance initiatives, and helping portfolio companies scale through periods of rapid growth and industry transformation. Earlier in his career, Mr. Hasiba held senior finance and operating leadership roles where he developed deep experience in corporate strategy, capital allocation, and organizational scaling. Across both investing and operating contexts, he has built a reputation for thoughtful leadership, rigorous analytical discipline, and a pragmatic approach to building durable enterprise value. Mr. Hasiba holds a B.S. in Electrical Engineering from Northwestern University, a B.S. in Physics from Loyola University Chicago, and an M.B.A. from 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. |

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

    | Andrew R. Heyer Age: 68 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 Suncrete, Inc. (NASDAQ: RMIX), a position he has held since April 2026; ARKO Petroleum Corp. (NASDAQ: APC), a position he has held since January 2026; Biote Corp. (NASDAQ: BTMD), a position has held since May 2022; Arko Corp. (NASDAQ: ARKO), a position he has held since December 2020; and The Lovesac Company (NASDAQ: LOVE), a position he has held since 2010. 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 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. |

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

    | Lisa Myers Age: 58 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 innovating in consumer and consumer technology. Until establishing Clerisy, Ms. Myers was a partner at L Catterton, a consumer-focused private equity firm with approximately $37 billion of equity capital under management across nine fund strategies in 17 offices worldwide. 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, which resulted in Templeton holding notable positions in some of the world’s leading brands and retail/consumer businesses. Lisa transitioned into private investing by joining BTG Pactual as Co-Head of Global Partnership Investing before joining L Catterton. 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. Passionate about helping and mentoring women, Ms. Myers served on the board of Women’s World Banking and co-heads the women's effort 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. Ms. Myers earned her B.A. from the University of Pennsylvania and was awarded her J.D. from Georgetown University. We believe Ms. Myers is qualified to serve as a director due to her extensive finance, global business and public company board experience. |

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

    | Stephen W. Powell Age: 67 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 B Directors (serving until our 2027 annual meeting of shareholders)

    | Marc Magliacano Age: 51 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 a consumer-focused private equity firm with approximately $37 billion of equity capital under management across nine fund strategies in 17 offices worldwide. 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 |

  12. Our Class B Directors (serving until our 2027 annual meeting of shareholders)

    | Walter F. McLallen Age: 60 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 and Korea Zinc Company, Ltd., a non-ferrous metals processor, since March 2026; 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; adMarketplace, a search engine advertiser, since 2012; and Frontier Dermatology, a physician practice platform since January 2019. 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. |

  13. Our Class B Directors (serving until our 2027 annual meeting of shareholders)

    | Jeffrey E. Stiefler Age: 79 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. |

  14. Named Executive Officers

    (1) Because we only had three “executive officers” as such term is defined in Rule 3b-7 of the Exchange Act for the fiscal year ended December 31, 2025, we only have three Named Executive Officers. (2) Ms. Bonner’s employment with the Company terminated effective as of March 17, 2025. Leadership Transition Mr. Lazarus was appointed President of the Company effective as of March 17, 2025, and will serve as President, Chief Financial Officer and Chief Operating Officer until a replacement for Chief Financial Officer is appointed. As part of this transition, Mr. Fluxman stepped down from the role of President; he continues to serve as the Company’s Executive Chairman and Chief Executive Officer. Also, effective as of March 17, 2025, Ms. Bonner’s employment was terminated by the Company without cause. Ms. Bonner received certain severance benefits in connection with her termination, as set forth below under “Benefits and Payments Upon Termination.”

  15. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives Our compensation philosophy is centered around attracting and retaining high-performing talent aligned with our corporate culture, motivating performance, and aligning the interests of our executives with those of our shareholders. We believe that an effectively-designed and competitive compensation program is essential to drive the consistent long-term success of our Company. Our compensation objectives are as follows: 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 the consistently increasing success of our Company. 2. Performance-Based Compensation: We employ a pay-for-performance philosophy, linking a significant portion of executive compensation to the achievement of targeted financial results driven by strong operational execution and leadership. Our compensation programs are designed to reward executives for their individual and team contributions to both short-term and long-term Company performance. 3. Alignment with Shareholders: We believe in aligning the interests of our executives with those of our shareholders. Our compensation programs include equity-based awards that tie executive compensation to the Company’s financial performance, driven by achieving operational excellence and our long-term strategic objectives. By providing executives with a stake in the Company’s success, we aim to foster a sense of ownership and accountability. Fairness and Internal Equity: We strive to ensure fairness among our executive management team by recognizing the contributions each executive makes to our Company’s success. Our compensation programs are designed to provide equitable compensation based on individual performance, experience, responsibilities and team development and success. Responsiveness to Shareholder Feedback: We value the input and feedback of our shareholders. We aim to maintain transparency and open communication with our shareholders regarding our compensation practices. We will engage with investors as appropriate to respond to vote results from our Say-on-Pay proposal. By employing these compensation objectives, we aim to create a compensation program that supports the long-term growth and success of our Company while rewarding our executives for their contributions to shareholder value. We seek to provide competitive compensation reflecting individual, team and Company-wide performance. We generally target compensation based on the median of the market and calibrate both annual and long-term incentive opportunities to result in less-than-median total pay levels when goals are not fully achieved and the potential for greater-than-median awards when performance goals are exceeded. With our unique business operating in a complex industry, we retain the ability to target compensation for certain leadership roles at higher market levels as necessary to maintain our ability to recruit and retain the most high-performing specialized talent. We seek to promote a long-term commitment to the Company by our executives and we believe that there is great value to the Company in having a team of long-tenured, seasoned managers. Our team-focused culture and management processes are designed to foster this commitment.

  16. Compensation Committee Procedures

    Compensation Committee Procedures The Compensation Committee of our Board meets outside the presence of all of our executive officers, including our Named Executive Officers, to consider appropriate compensation for our Chief Executive Officer. For all other Named Executive Officers, the Compensation Committee meets outside the presence of all executive officers except our Chief Executive Officer. To assist in the decision-making process, our Chief Executive Officer reviews the performance of each Named Executive Officer annually and provides recommendations to the Compensation Committee regarding their base salary, cash performance awards, and grants of long-term equity incentive awards. The Chief Executive Officer’s recommendations are based on a thorough assessment of each Named Executive Officer’s performance and are aligned with our compensation objectives and principles. The Compensation Committee, taking into consideration the recommendations of our Chief Executive Officer and the objectives outlined above, approves the annual compensation packages for our President, Chief Financial Officer and Chief Operating Officer and our former Chief Commercial Officer. The Compensation Committee also evaluates the performance of our Chief Executive Officer and determines his base salary, annual short-term incentive cash performance awards, and grants of long-term equity incentive awards. The Compensation Committee assesses our Chief Executive Officer’s performance in concert with the Committee’s determination of our Chief Executive Officer’s compensation program, supported by the analysis and advice from the Committee’s executive compensation consultant reflecting its assessment of current industry best practices and comparative market data on compensation practices and programs across the market as a whole and for our compensation peer group companies. The Compensation Committee retains the authority to modify or terminate its relationship with its compensation consultant or engage other outside advisors as needed to fulfill its responsibilities effectively. In 2025, the Compensation Committee engaged Mercer (US) LLC (“Mercer”) as its independent compensation consultant to, among other things: • Assist with preparation of our annual proxy statement; • Assess, revalidate, and as the Compensation Committee may deem appropriate, revise our executive compensation peer group; • Assess market competitive pay levels based on our executive compensation peer group disclosures and calibrated Mercer proprietary survey data; and Review the design of our annual short-term cash incentive compensation plan and long-term incentive plan to assure consistency with observed market practices. Mercer is retained by and reports directly to the Compensation Committee. Aside from its work with the Compensation Committee, Mercer does not provide any services to us. The Compensation Committee has assessed and determined that the analysis and advice of Mercer is not subject to and does not create any conflict of interest. By following the procedures described above and leveraging the expertise of our compensation consultant and our legal advisers, our Compensation Committee strives to ensure that our Named Executive Officers are fairly compensated and that their incentives are aligned with our Company’s performance and long-term goals.

  17. 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, and the Compensation Committee’s assessment of share ownership for Named Executive Officers, including with respect to comparison with our compensation peer group share ownership, 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.

  18. Peer Group

    Peer Group For fiscal year 2025, the Compensation Committee, at the recommendation of our compensation consultant, established a peer group to be used for guiding our executive compensation practices. Our Compensation Committee approved the peer group of companies listed below because it is a better representation of the types of companies our investors would review in analyzing our Company for performance purposes and includes companies and industries where we compete for talent. While this peer group was not used for benchmarking purposes, it informed our Compensation Committee’s decisions regarding our executive pay program for fiscal year 2025. The peer group remains unchanged from 2024, with the exception of updates reflecting mergers and acquisitions completed by certain of the peer group companies.

  19. Peer Group

    | Current Peer Group (2025) | | Choice Hotels International | | e.l.f. Beauty | | European Wax Center | | Frontdoor | | Healthcare Services Group | | Hilton Grand Vacations | | Life Time Group | | Marriott Vacations Worldwide | | National Vision Holdings | | Olaplex | | Planet Fitness | | Pursuit Attractions and Hospitality | | Travel + Leisure | | USANA Health Sciences | | Wyndham Hotels & Resorts | | Xponential Fitness |

  20. 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 targeted financial objectives driven by our operational execution, and realization of our strategic objectives, we offer annual cash incentive awards. These incentives are directly funded based on our 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, and, together with PSUs, reward financial results and appreciating long-term total shareholder returns. 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. |

  21. Annual Incentive Program

    Annual Incentive Program Our Compensation Committee recognizes the importance of incenting and rewarding individuals’ contributions to achieve Company 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 annual cash incentive compensation is the realization of fiscal year actual Adjusted EBITDA, the target amount for which is set by the Compensation Committee as of the beginning of each fiscal year (as described further below). 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. Please refer to the table below for our AIP payout percentages at threshold, target and maximum performance levels for fiscal year 2025:

  22. Annual Incentive Program

    | AIP Payout Level | Payout (% of target) | Adjusted EBITDA ($ in thousands) | | Maximum | 200 | $147,293 (125% of EBITDA target) | | Target | 100 | $117,834 | | Threshold | 50 | $106,051 (90% of EBITDA target) |

  23. Annual Incentive Program

    To ensure transparency and clarity, we provide each of our Named Executive Officers with an individual annual cash incentive bonus target, which is structured as a percentage of their annual base salary. The target AIP bonus amount represents the level of performance that, if achieved, would result in the full payout of the annual cash incentive compensation. Depending on the attainment of Adjusted EBITDA, reflecting Named Executive Officers’ realization of 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 cash incentive bonus amount. Please refer to the table below for the AIP bonus amounts as percentage of base salary for each Named Executive Officer:

  24. Annual Incentive Program

    | Named Executive Officer | Below Threshold | Threshold | Target | Maximum | | Leonard Fluxman | 0% | 62.5% | 125% | 250% | | Stephen B. Lazarus | 0% | 50% | 100% | 200% | | Susan Bonner(1) | 0% | 45.0% | 90% | 180% |

  25. Annual Incentive Program

    Pursuant to the terms of the Bonner Employment Agreement (as defined below), in connection with Ms. Bonner’s departure from the Company, she received an amount equal to her target AIP bonus for 2025, pro-rated based on the number of days she was employed by the Company in 2025. For additional details, see “Benefits and Payments Upon Termination” below. 2025 Annual Bonus (AIP) Actual Performance Our Compensation Committee evaluates the attainment of our Adjusted EBITDA when determining the AIP bonus for each Named Executive Officer. In making annual AIP bonus determinations, the Compensation Committee reserves the discretion to make adjustments to the AIP bonus attributable to the degree of realization of Adjusted EBITDA deemed warranted by the Compensation Committee based on the occurrence of extraordinary or nonrecurring events that may have influenced such realization. For fiscal year 2025, no extraordinary or nonrecurring events impacted determination of the AIP bonuses of the Named Executive Officers under the AIP program. Please refer to the table below for the results for fiscal year 2025 and the applicable payout for each Named Executive Officer based on such results.

  26. Annual Incentive Program

    | Results ($ in thousands) | | | FY2025 Actual | $123,251 | | Payout as % of Target | 118% |

  27. Annual Incentive Program

    | Named Executive Officer | 2025 Base Salary | 2025 Target AIP Bonus % | 2025 Payout as % of Target | | 2025 Actual AIP Bonus Amount | | Leonard Fluxman | $975,062x | 125%x | 118% | = | $1,445,042 | | Stephen B. Lazarus | $700,000x | 100%x | 118% | = | $829,920 | | Susan Bonner(1) | N/Ax | N/Ax | N/A | = | N/A |

  28. Annual Incentive Program

    (1) Due to her departure from the Company and pursuant to the terms of the Bonner Employment Agreement, Ms. Bonner received an amount equal to her target AIP bonus for 2025, pro-rated based on the number of days she was employed by the Company in 2025. For additional details, see “Benefits and Payments Upon Termination” below. 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 and shareholder value. By providing the opportunity to earn annual cash incentive compensation, we seek to foster a culture of performance excellence and ensure that our executives are rewarded for their contributions to our success.

  29. 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 leadership personnel with the success of our Company and its shareholders. Our long-term equity-based incentive compensation (“LTI”) program serves to incent and reward our executive officers and other eligible employees 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 designated employees for their ongoing commitment but also for their contributions to achieving key performance metrics and targeted financial results and creating long-term shareholder value. To align the interests of our executive officers and other designated employees with the performance of our Company and the creation of shareholder value, we allocate 50% of the total equity grants to RSUs and 50% to PSUs. This structure incents executive officers and other designated employees to strive for strong performance and connects their interests with achieving the Company’s operational and financial objectives. The RSUs vest ratably over a three-year period during which the executive officer or other designated employee 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 Adjusted 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 applied a 1-year performance period for our PSUs based on our historical experience and the positive response of investors to our previously reported compensation philosophy, that recurring annual achievement of our targeted operating and financial results correlates most closely with determination of shareholder value. 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 execute our business strategies and convert revenue into operating profits toward achieving our short-term and long-term value objectives. By linking a significant portion of compensation to performance and share price appreciation we create a strong incentive for our executive officers and other designated employees to focus on achieving key objectives that are critical to our long-term success. We aim to effect a compensation structure that rewards our executive officers and other designated employees for their ongoing commitment and aligns their interests with the creation of long-term shareholder value. By tying a material portion of their compensation to a performance-based determination, we foster a culture of accountability and drive sustainable results that benefit both our executive officers and other designated employees and our shareholders.

  30. 2025 Target LTI Awards

    2025 Target LTI Awards In fiscal year 2025, 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 evaluation of various factors, including individual performance, market conditions, and 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 2025, calculated based on the closing price of the Company’s shares on the date of grant. Due to her departure from the Company in March 2025, Ms. Bonner did not receive equity grants in fiscal year 2025.

  31. 2025 Target LTI Awards

    | Named Executive Officer | Time-Based Awards (RSUs) | Performance-Based Awards (PSUs) | Total LTI | | Leonard Fluxman | $2,250,000 | $2,250,000 | $4,500,000 | | Stephen B. Lazarus | $1,250,000 | $1,250,000 | $2,500,000 |

  32. 2025 Performance-Based Awards Achievement

    | PSU Payout Level | Payout (% of target) | Adjusted EBITDA ($ in thousands) | | Maximum | 200 | $176,751 (150% of Adjusted EBITDA target) | | Target | 100 | $117,834 | | Threshold | 50 | $106,051 (90% of Adjusted EBITDA target) | | Results ($ in thousands) | | | | FY2025 Actual | | $123,251 | | Payout % | | 109% |

  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 Mr. Fluxman and Mr. Lazarus 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 Named 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. Ms. Bonner was party to an Employment Agreement with the Company until her departure on March 17, 2025, as described in the “Employment Agreements” and “Potential Payments Upon Termination or a Change in Control” sections below.

  34. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We do not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, we do not have a specific policy or practice on the timing of such awards in relation to the disclosure of material nonpublic information by the Company. In the event we determine to grant such awards in the future, the Board and the Compensation Committee will evaluate the appropriate steps to take in relation to the foregoing.

  35. 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 exceed 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.

  36. 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.

  37. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth certain information with respect to compensation for the fiscal year ended December 31, 2025 earned by, awarded to or paid to our Named Executive Officers.

  38. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Leonard Fluxman(5) | 2025 | 975,062 | 4,499,984 | 1,445,042 | 95,797 | 7,015,885 | | Executive | | | | | | | | Chairman and Chief | | | | | | | | Executive Officer | 2024 | 946,662 | 2,999,997 | 2,027,277 | 92,566 | 6,066,502 | | | 2023 | 910,252 | 2,606,729 | 2,275,631 | 92,193 | 5,884,805 | | Stephen B. Lazarus | 2025 | 683,663(6) | 2,499,987 | 829,920 | 83,721 | 4,097,291 | | President, Chief Financial | | | | | | | | Officer and Chief Operating | | | | | | | | Officer | 2024 | 602,422 | 1,249,989 | 928,874 | 74,562 | 2,855,847 | | | 2023 | 579,251 | 1,049,600 | 1,042,653 | 73,945 | 2,745,449 | | Susan Bonner(7) | 2025 | 110,165 | — | 114,465 | 1,092,380 | 1,317,010 | | Former Chief Commercial | | | | | | | | Officer | 2024 | 520,520 | 999,999 | 802,590 | 32,665 | 2,355,774 | | | 2023 | 500,500 | 749,996 | 750,750 | 33,118 | 2,034,364 |

  39. 2025 Summary Compensation Table

    (1) Amounts for 2025 reflect the annualized base salary amounts earned by each of Messrs. Fluxman and Lazarus. For Ms. Bonner, amounts for 2025 reflect the actual base salary amount earned. (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 2025 are set forth in Note 10 to the Consolidated Financial Statements included in the Company’s 2025 Annual Report, filed with the SEC on February 23, 2026. The RSUs and PSUs granted in 2025 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 RSUs or PSUs, as applicable. The grant date value of the PSUs granted to the Named Executive Officers in 2025 assuming the highest level of performance conditions will be achieved (200%), would be as follows: (i) Mr. Fluxman: $4,500,000 and (ii) Mr. Lazarus: $2,500,000. (3) Amounts for 2025 reflect AIP bonuses earned by each of Messrs. Fluxman and Lazarus, which were paid in cash. Amounts for 2025 for Ms. Bonner reflect her target AIP bonus, pro-rated based on the number of days she was employed by the Company in 2025. See “Compensation Discussion and Analysis – Annual Incentive Program” above for further information regarding the 2025 AIP bonus opportunities and “Benefits and Payments Upon Termination” below for further information regarding payments that Ms. Bonner received in connection with her departure. (4) Amounts for 2025 reflect: (i) 401(k) Plan employer matching contributions of $13,800 for each Named Executive Officer; (ii) an annual automobile allowance equal to $25,000 for Mr. Fluxman, $15,000 for Mr. Lazarus, and $2,692 for Ms. Bonner; (iii) an amount equal to $43,361 for Mr. Fluxman, $35,586 for Mr. Lazarus, and $2,558 for Ms. Bonner, in each case, for fringe payments received in 2025 for medical, dental, vision and long-term disability, (iv) reimbursement of life insurance premiums in an amount equal to $13,636 for Mr. Fluxman and $19,335 for Mr. Lazarus, and (v) severance payments equal to $1,092,380 for Ms. Bonner. (5) Mr. Fluxman serves on our Board but did not receive any additional compensation for such Board service. (6) Mr. Lazarus’s base salary was increased from $620,494 to $700,000 on March 17, 2025 to reflect his appointment as President of the Company.

  40. 2025 Grants of Plan-Based Awards

    2025 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, 2025 with respect to our Named Executive Officers.

  41. 2025 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 | | 609,414 | 1,218,828 | 2,437,656 | — | — | — | — | — | | | 12/9/2025 | — | — | — | 57,781 | 115,562 | 231,124 | — | 2,249,992 | | | 12/9/2025 | — | — | — | — | — | — | 115,562 | 2,249,992 | | Stephen B. Lazarus | | 350,000 | 700,000 | 1,400,000 | — | — | — | — | — | | | 12/9/2025 | — | — | — | 32,101 | 64,201 | 128,402 | — | 1,249,993 | | | 12/9/2025 | — | — | — | — | — | — | 64,201 | 1,249,993 | | Susan Bonner(1) | | 241,261 | 482,522 | 965,044 | — | — | — | — | — |

  42. 2025 Grants of Plan-Based Awards

    (1) Amounts represent the threshold, target and maximum AIP amounts for fiscal year 2025. 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 2025 was Adjusted EBITDA. The actual amounts paid to our Named Executive Officers under our 2025 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. (2) Amounts represent the threshold, target and maximum PSU amounts for fiscal year 2025. 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 2025 was Adjusted EBITDA. See “Compensation Discussion and Analysis – Long-Term Equity-Based Incentive Compensation” above for additional details. (3) Amounts represent RSUs granted to our Named Executive Officers in 2025. 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. (4) Amounts represent the grant date fair value of RSUs and PSUs, as applicable, granted to our Named Executive Officers during 2025, as computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the RSUs and PSUs granted in 2025 are set forth in Note 10 to the Consolidated Financial Statements included in the Company’s 2025 Annual Report, filed with the SEC on February 23, 2026. (5) Pursuant to the terms of the Bonner Employment Agreement, in connection with her departure from the Company, Ms. Bonner received an amount equal to her target AIP bonus for 2025, pro-rated based on the number of days she was employed by the Company in 2025. Such bonus amount is set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table, above. For additional details, see “Benefits and Payments Upon Termination,” below.

  43. Narrative Description to the Summary Compensation Table and the Grants of Plan-Based Awards Table for the 2025 Fiscal Year

    Narrative Description to the Summary Compensation Table and the Grants of Plan-Based Awards Table for the 2025 Fiscal Year

  44. Outstanding Equity Awards at 2025 Fiscal Year End

    Outstanding Equity Awards at 2025 Fiscal Year End The following table summarizes the outstanding equity awards held as of December 31, 2025 by each of the Named Executive Officers. The market values of RSUs and PSUs reflected below were calculated based on the $20.74 closing price of the Company’s common shares on December 31, 2025.

  45. Outstanding Equity Awards at 2025 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 | 12/9/2025 | 115,562(1) | 2,396,756 | 231,124(2) | 4,793,512 | | | 12/2/2024 | 51,282(3) | 1,063,589 | 153,846(4) | 3,190,766 | | | 12/6/2023 | 82,103(5) | 1,702,816 | — | — | | Stephen B. Lazarus | 12/9/2025 | 64,201(1) | 1,331,529 | 128,402(2) | 2,663,057 | | | 12/2/2024 | 21,367(3) | 443,152 | 64,102(4) | 1,329,475 | | | 12/6/2023 | 33,058(5) | 685,623 | — | — |

  46. Outstanding Equity Awards at 2025 Fiscal Year End

    (1) Reflects RSUs granted on December 9, 2025, which time vest one-third on each of the first, second and third anniversaries of the grant date. (2) Reflects PSUs granted on December 9, 2025 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, as determined by the Compensation Committee no later than March 15th following such performance period (such determination date, the “2025 PSU Determination Date”), and such Earned 2025 PSUs will fully vest one-third on each of the 2025 PSU Determination Date and the second and third anniversaries of the grant date. (3) Reflects RSUs granted on December 2, 2024, which time vest one-third on each of the first, second and third anniversaries of the grant date. (4) Reflects PSUs granted on December 2, 2024 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 2024 PSUs”), as determined by the Compensation Committee on February 11, 2026 (such determination date, the “2024 PSU Determination Date”). One-third of such Earned 2024 PSUs vested on the 2024 PSU Determination Date and will continue to vest in one-third installments on the each of the second and third anniversaries of the grant date. (5) 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 and PSUs granted on December 6, 2023 that were achieved at 135.66% and remain subject to time-vesting on each of the second and third anniversaries of the grant date.

  47. Option Exercises and Stock Vested in the 2025 Fiscal Year

    Option Exercises and Stock Vested in the 2025 Fiscal Year The following table sets forth certain information with respect to the vesting of stock awards during the fiscal year ended December 31, 2025 with respect to our Named Executive Officers.

  48. Option Exercises and Stock Vested in the 2025 Fiscal Year

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Leonard Fluxman | 267,501 | 5,442,118 | | Stephen B. Lazarus | 108,069 | 2,198,506 | | Susan Bonner | 138,084 | 2,460,704 |

  49. Potential Payments Upon Termination or a Change in Control

    Potential Payments Upon Termination or a Change in Control Employment Agreements Each of Messrs. Fluxman’s and Lazarus’s 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 3X for Mr. Fluxman and 2.5X for Mr. Lazarus 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. In the event that any payment or benefit to be made to Messrs. Fluxman or Lazarus 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. The Bonner Employment Agreement provided that, in the event that her employment was terminated by the Company without “cause”, 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 would 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. 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, 2025 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 2025 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, 2025, such treatment would have required the Compensation Committee’s approval. Neither Mr. Lazarus nor Ms Bonner was eligible for retirement treatment under the terms of our equity awards as of December 31, 2025. Bonner Separation Ms. Bonner’s employment with the Company terminated without cause on March 17, 2025. In connection therewith, Ms. Bonner received the severance benefits and termination treatment in respect of her RSUs and PSUs that are provided under the terms of her Employment Agreement and applicable award agreements in connection with a termination by the Company without cause, except that the Company agreed to provide Ms. Bonner with a total of 24 months continued base salary payments, instead of 12 months of continued base salary payments, so long as Ms. Bonner complies with the terms of her restrictive covenant obligations set forth in her Employment Agreement. Benefits and Payments Upon Termination The following table provides information regarding potential payments to Messrs. Fluxman and Lazarus as of December 31, 2025 in connection with certain termination or change in control events, and the payments that Ms. Bonner actually received upon her termination from the Company.

  50. Potential Payments Upon Termination or a Change in Control

    | Named Executive Officer | Base Salary(1) ($) | Target Incentive Bonus(2) ($) | Accrued 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 | 2,925,186 | 3,656,483 | 1,445,042 | 1,445,042 | 1,218,828 | 95,003 | — | — | 4,182,926 | 4,182,926 | 19,151,435 | | Termination for Cause or without Good Reason | — | — | 1,445,042 | — | — | — | — | — | — | — | 1,445,042 | | Termination Due to Death | — | — | 1,445,042 | — | 1,218,828 | 95,003 | — | 6,320,353 | 4,182,926 | 4,182,926 | 17,445,078 | | Termination Due to Disability | — | — | 1,445,042 | — | 1,218,828 | 95,003 | 539,928 | — | 4,182,926 | 4,182,926 | 11,664,653 | | Change in Control | — | — | — | — | — | — | — | — | 4,182,926 | 5,037,609 | 9,220,535 | | Eligible Retirement(11) | — | — | — | — | — | — | — | — | — | — | — | | Stephen B. Lazarus | | | | | | | | | | | | | Termination without Cause or for Good Reason | 1,750,000 | 1,750,000 | 829,920 | 829,920 | 700,000 | 95,003 | — | — | 2,065,621 | 2,065,621 | 10,086,085 | | Termination for Cause or without Good Reason | — | — | 829,920 | — | — | — | — | — | — | — | 829,920 | | Termination Due to Death | — | — | 829,920 | — | 700,000 | 95,003 | — | 3,629,920 | 2,065,621 | 2,065,642 | 9,386,106 | | Termination Due to Disability | — | — | 829,920 | — | 700,000 | 95,003 | 459,000 | — | 2,065,621 | 2,065,642 | 6,215,186 | | Change in Control | — | — | — | — | — | — | — | — | 2,065,621 | 2,540,465 | 4,606,086 | | Eligible Retirement | — | — | — | — | — | — | — | — | — | — | — | | Susan Bonner | | | | | | | | | | | | | Termination without Cause | 1,072,271 | — | — | — | 114,465 | 20,109 | — | — | 963,806 | 1,201,006 | 3,371,657 |

  51. Potential Payments Upon Termination or a Change in Control

    (1) Represents base salary severance payments based on Messrs. Fluxman’s and Lazarus’s respective base salary in effect as of December 31, 2025, multiplied by the following severance multiples, as specified in each Named Executive Officer’s employment agreement: Mr. Fluxman: 3x, Mr. Lazarus: 2.5x. For Ms. Bonner, represents base salary severance payments based on her base salary in effect as of the time of her termination, multiplied by 2. (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. (3) Represents the accrued but unpaid 2025 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 perform duties under the Employment Agreement, (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. (4) Represents Termination Incentive Bonus payments as specified in each of Messrs. Fluxman’s and Lazarus’s employment agreements. 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, 2025 for Messrs. Fluxman and Lazarus, this column reflects the full Target Incentive Bonus specified in their respective employment agreements. 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. (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. (8) Represents payments made upon a termination of employment due to death pursuant to a life insurance policy. (9) For Messrs. Fluxman and Lazarus, represents the value of accelerated vesting of RSUs that would have vested upon the applicable termination event, calculated based on the $20.74 closing price of the Company’s common shares on December 31, 2025. For Ms. Bonner, represents the actual value of RSUs that accelerated and vested as of her termination date. (10) For Messrs. Fluxman and Lazarus, represents the value of accelerated vesting of PSUs that would have vested upon the applicable termination event, calculated based on the $20.74 closing price of the Company’s common shares on December 31, 2025. 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, 2025, a Determination Date had only occurred with respect to the 2023 PSUs. As such, in the row titled “Change in Control,” the 2023 PSUs are calculated at actual performance (i.e., 135.66%) and the 2024 PSUs and 2025 PSUs are calculated based on target performance. For Ms. Bonner, represents the actual value of PSUs that accelerated and vested as of her termination date. (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, 2025, only Mr. Fluxman was retirement eligible, subject to Compensation Committee approval, and at such time he held 201,684 unvested RSUs and 47,264 earned PSUs. The values of any RSUs and Earned PSUs that would continue to vest following an Eligible Retirement are not included in this table.

  52. CEO PAY RATIO

    CEO PAY RATIO Pursuant to Item 402(u) of Regulation S-K, we are disclosing the pay ratio comparing the median of the annual total compensation of our employees other than Mr. Fluxman, our Chief Executive Officer as of December 31, 2025 (the date selected to identify the median employee, as further described below), and the annual total compensation of the Chief Executive Officer. The pay ratio is calculated in a manner consistent with Item 402(u) of Regulation S-K. For fiscal year 2025: • The annual total compensation of the median employee identified at the median of all employees (other than the Chief Executive Officer) was $26,510; • The annual total compensation of the Chief Executive Officer was $7,015,885; and • The estimated ratio of the annual total compensation of the Chief Executive Officer to the median annual total compensation of all other employees was approximately 265 to 1. We selected December 31, 2025 as the date to determine the median employee. To identify the median employee, we used total compensation including base salary, overtime, and bonuses. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described herein. The SEC rules for identifying the median compensated employee and calculating the pay ratio allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  53. 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, 2023, 2024 and 2025:

  54. PAY VERSUS PERFORMANCE

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO ($) | 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) ($) | Total Shareholder Return(3) ($) | Peer Group Total Shareholder Return(3) ($) | Net Income ($) | Adjusted EBITDA(4) ($) | | 2025 | 7,015,885 | 9,769,847 | — | — | 2,707,151 | 3,621,813 | 207.32 | 155.85 | 71,618 | 123,251 | | 2024 | 6,066,502 | 12,553,964 | — | — | 2,605,810 | 4,787,225 | 197.19 | 146.91 | 72,864 | 112,076 | | 2023 | 5,884,805 | 11,308,693 | — | — | 2,389,907 | 4,011,726 | 139.05 | 122.0 | (2,974) | 89,192 | | 2022 | 6,542,743 | 6,070,680 | — | — | 2,589,267 | 2,423,449 | 92.01 | 92.06 | 53,159 | 50,384 | | 2021 | 5,203,488 | (1,745,320) | 289,990 | (1,874,864) | 1,942,076 | 378,855 | 98.82 | 124.37 | (68,522) | (18,946) |

  55. 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:

  56. PAY VERSUS PERFORMANCE

    | Year | Current PEO | Former PEO | Non-PEO NEOs | | 2025 | Leonard Fluxman | — | Stephen B. Lazarus, Susan Bonner | | 2024 | Leonard Fluxman | — | Stephen B. Lazarus, Susan Bonner | | 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 |

  57. PAY VERSUS PERFORMANCE

    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:

  58. PAY VERSUS PERFORMANCE

    | | 2023 | | 2024 | | 2025 | | | Adjustments | PEO | Average Non-PEO NEOs | 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 Applicable FY | $(2,606,729) | $(899,798) | $(2,999,997) | $(1,124,994) | $(4,499,984) | $(1,249,994) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | $2,947,464 | $1,017,421 | $3,061,535 | $1,148,071 | $4,793,512 | $1,331,529 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | $0 | $0 | $0 | $0 | $0 | $0 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | $2,085,957 | $660,631 | $2,877,852 | $990,439 | $528,871 | $188,886 | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | $2,997,196 | $843,566 | $3,528,104 | $1,161,496 | $1,869,837 | $625,011 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | $0 | $0 | $0 | $0 | $0 | $0 | | Increase Based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | $0 | $0 | $19,967 | $6,403 | $61,726 | $19,230 | | Increase Based on Incremental Fair Value of Options/SARs Modified during Applicable FY | $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 Applicable | $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 | | TOTAL ADJUSTMENTS | $5,423,888 | $1,621,819 | $6,487,461 | $2,181,415 | $2,753,962 | $914,663 |

  59. PAY VERSUS PERFORMANCE

    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 2025 is the compensation peer group that was disclosed in our CD&A, as listed below:

  60. PAY VERSUS PERFORMANCE

    | Current Peer Group (2025) | | Choice Hotels International | | e.l.f. Beauty | | European Wax Center | | Frontdoor | | Healthcare Services Group | | Hilton Grand Vacations | | Life Time Group | | Marriott Vacations Worldwide | | National Vision Holdings | | Olaplex | | Planet Fitness | | Pursuit Attractions and Hospitality | | Travel + Leisure | | USANA Health Sciences | | Wyndham Hotels & Resorts | | Xponential Fitness |

  61. PAY VERSUS PERFORMANCE

    For purposes of satisfying regulatory requirements under the Pay Versus Performance rule, in fiscal year 2025, we updated our peer group, as Playa Hotels was acquired by Hyatt and Viad Corp rebranded to Pursuit Attractions and Hospitality. If we were using the fiscal year 2024 peer group, the Peer Group Total Shareholder Return would have been $124.52, $92.42, $122.39, and $147.73 for years 2021 through 2024, respectively. (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.

  62. 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, 2023, 2024 and 2025. 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

  63. 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, 2025.

  64. Pay Versus Performance Tabular List

    | Most Important Performance Measure | | Adjusted EBITDA |

  65. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  66. 2025 Director Compensation Table

    2025 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 2025. 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 non-employee directors of our Board of Directors. Mr. Fluxman, our 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.”

  67. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | Total ($) | | Maryam Banikarim | 82,500 | 125,010 | 207,510 | | Glenn Fusfield | 82,500 | 125,010 | 207,510 | | Adam Hasiba | 82,500 | 125,010 | 207,510 | | Andrew R. Heyer | 82,500 | 125,010 | 207,510 | | Marc Magliacano | 82,500 | 125,010 | 207,510 | | Walter F. McLallen | 112,500 | 125,010 | 237,510 | | Lisa Myers | 82,500 | 125,010 | 207,510 | | Stephen W. Powell | 157,500 | 125,010 | 282,510 | | Jeffrey E. Stiefler | 107,500 | 125,010 | 232,510 |

  68. 2025 Director Compensation Table

    Reflects the cash retainer earned for each non-employee director’s board service. Messrs. Hasiba, 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. Mses. Banikarim and Myers and Messrs. Fusfield and McLallen elected to receive their cash retainer in the form of cash. 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 Messrs. Fusfield, Hasiba and Magliacano and Ms. Banikarim, each of the non-employee directors voluntarily elected to defer 100% (other than Ms. Myers, who elected to defer 58%) of the payment of their 2025 RSUs until the earlier of immediately prior to a change of control or the 60th day following their termination of service date. Although Messrs. Hasiba, 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. (3) As of December 31, 2025, each of our non-employee directors held the following number of stock awards outstanding:

  69. 2025 Director Compensation Table

    | Name | Shares subject to RSUs (#) | | Maryam Banikarim | 5,654 | | Glenn Fusfield | 5,654 | | Adam Hasiba | 9,385 | | Andrew R. Heyer | 9,385 | | Marc Magliacano | 9,385 | | Walter McLallen | 5,654 | | Lisa Myers | 5,654 | | Stephen W. Powell | 12,777 | | Jeffrey E. Stiefler | 10,516 |