UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to SectionPROXY STATEMENT PURSUANT TO SECTION 14(a) of theOF THE

Securities Exchange Act ofSECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  ☒☐

Filed by a Partyparty other than the Registrant  ☐

Check the appropriate box:

OneSpaWorld Holdings Limited

(Name of registrantRegistrant as specified in its charter)Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Office Number 2, Pineapple Business Park, Airport Industrial Park, P.O. Box N-624

Nassau, Island of New Providence, Commonwealth of The Bahamas

April 29, 202228, 2023

Dear Fellow Shareholders:

It is my pleasure to invite you to attend the 20222023 Annual Meeting of Shareholders (the “Annual Meeting”) of OneSpaWorld Holdings Limited, which will be held in the Library Room, located at The Island House, Mahogany Hill, Western Road, Nassau, Bahamas, on Wednesday, June 8, 20227, 2023 at 1:12:30 p.m., Eastern Daylight Time. The accompanying Notice of Annual Meeting of Shareholders and proxy statement describe the items of business that will be discussed and voted upon during the Annual Meeting. On or about April 29, 2022,28, 2023, we will mail the proxy materials to our shareholders of record.

As a global provider and innovator in the fields of health and wellness, fitness and beauty, we strive to create a relaxing and therapeutic environment where guests can receive health and wellness, fitness and beauty services and experiences of the highest quality.

The regional and global outbreak of COVID-19 haspandemic had and we expect will continue to have, a material negative impact on our financial performance and liquidity and on the cruise industry on which our revenue is substantially dependent. We haveduring 2020, 2021 and 2022. As a result of the pandemic, we established safety protocols in concert with our cruise line partners for our onboard crew and onboard customers and we continue to monitor and coordinate with their actions with respect to participation inthat have shown a continuing benefit since the CDC’s COVID-19 Program for Cruise Ships recommended by the CDC following the expirationresumption of the CDC’s Framework for Conditional Sailing Order.full operations. Our comprehensive safety protocols, which are documented in our manual entitled “Guidelines for Protection and Sanitization” (“GPS”) include, among others, protocols for sanitization by service, modality and area, behavior, workplace controls, the use of personal protective equipment, social distancing, recognizing signs of COVID-19 and other diseases, and reporting procedures. Our cruise line and destination resort employees continue to receive training regarding compliance with the GPS protocols, as they returnwhich has strengthened our ability to work.protect the health and safety of our staff and our guests now and in the future.

On behalf of our Board of Directors, I want to thank you for your continued support and confidence in 2022.2023.

Sincerely,

Leonard Fluxman

President, Executive Chairman and Chief Executive Officer

Notice of 20222023 Annual Meeting of Shareholders

to be Held on June 8, 20227, 2023

The 20222023 Annual Meeting of Shareholders (the “Annual Meeting”) of OneSpaWorld Holdings Limited (the “Company”), an international business company incorporated under the laws of the Commonwealth of The Bahamas, will be held in the Library Room, located at The Island House, Mahogany Hill, Western Road, Nassau, Bahamas, on Wednesday, June 8, 20227, 2023 at 1:12:30 p.m., Eastern Daylight Time.

Prior to the Annual Meeting, you will be able to vote at www.proxyvote.com for the purpose of considering and voting upon the following, which are more fully described in the attached proxy statement:

Our Board of Directors has determined that our shareholders of record at the close of business on April 18, 202214, 2023 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting. Holders of non-voting common shares of the Company as of the Record Date are entitled to attend the Annual Meeting and any adjournments thereof, and will have an opportunity to submit questions, as further described below. Holders of non-voting common shares as of the Record Date are not entitled to vote with respect to the matters referred to above, except Steiner Leisure shall be entitled to vote its non-voting common shares in favor of the director nominee Adam Hasiba, the designated director of Steiner Leisure Limited.above.

Most shareholders have a choice of voting on the Internet, by phone or by mail. Please refer to your proxy card, voting instruction card or other voting instructions included with these proxy materials for information on the voting method(s) available to you. If your shares are held in the name of a brokerage firm, bank or other nominee of record, follow the voting instructions you receive from such holder of record to vote your shares. If you are not a shareholder of record but hold shares as a beneficial owner in street name, you may be required to provide proof of beneficial ownership, such as your most recent account statement as of the Record Date, a copy of the voting instruction form provided by your broker, bank, trustee, or nominee, or other similar evidence of ownership in order to attend the Annual Meeting.

Sincerely,

Inga A. Fyodorova

Corporate Secretary

April 29, 202228, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 8, 2022.7, 2023. The proxy statement and our Annual Report on Form 10-K for fiscal year 20212022 (the “2021“2022 Annual Report”) are available at the website appearing on your proxy card. The proxy statement, proxy card, and the 20212022 Annual Report will be mailed on or about April 29, 2022.28, 2023.

TABLE OF CONTENTS

i

PROXY STATEMENT

OneSpaWorld Holdings Limited

2022 2023 Annual Meeting of Shareholders

to be Held on June 8, 20227, 2023

PROXY SUMMARY

This proxy statement is being furnished to you in connection with the solicitation of proxies by the Board of Directors (our “Board of Directors” or “Board”) of OneSpaWorld Holdings Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (the “Company,” “OneSpaWorld,” “OSW,” “we,” “us,” or “our”). This proxy statement addresses the items of business for the 20222023 Annual Meeting of Shareholders of OneSpaWorld (the “Annual Meeting”) to be held in the Library Room, located at The Island House, Mahogany Hill, Western Road, Nassau, Bahamas, on Wednesday, June 8, 20227, 2023 at 1:12:30 p.m., Eastern Daylight Time, or any postponement or adjournment thereof. Prior to the Annual Meeting, you will be able to vote at www.proxyvote.com for the purpose of considering and voting upon the items of business for the Annual Meeting.

The Notice of Annual Meeting of Shareholders, this proxy statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 20212022 (the “2021“2022 Annual Report”), the proxy card and any accompanying proxy materials are being made available to shareholders on or about April 29, 2022.28, 2023.

For purposes of this proxy statement, “OSW Predecessor” is comprised of the net assets and operations of (i) the following wholly-owned subsidiaries of Steiner Leisure: OneSpaWorld LLC, Steiner Spa Asia Limited, Steiner Spa Limited, and OneSpaWorld Marks Limited (formerly known as Steiner Marks Limited), (ii) the following respective indirect subsidiaries of Steiner Leisure: Mandara PSLV, LLC (subsequently dissolved), Mandara Spa (Hawaii), LLC, Florida Luxury Spa Group, LLC, OneSpaWorld Transocean U.S., Inc. (formerly known as Steiner Transocean U.S., Inc.), Steiner Spa Resorts (Nevada), Inc., Steiner Spa Resorts (Connecticut), Inc., Steiner Resort Spas (California), Inc., OneSpaWorld Resort Spas (North Carolina), Inc. (formerly known as Steiner Resort Spas (North Carolina), Inc.), OSW SoHo LLC, OSW Distribution LLC, World of Wellness Training Limited (formerly known as Steiner Training Limited), STO Italy S.r.l., One Spa World LLC, Mandara Spa Services LLC, OneSpaWorld Limited, OneSpaWorld (Bahamas) Limited (formerly known as Steiner Transocean Limited), OneSpaWorld Medispa LLC, OneSpaWorld Medispa Limited, OneSpaWorld Medispa (Bahamas) Limited (formerly known as STO Medispa Limited), Mandara Spa (Cruise I), LLC, Mandara Spa (Cruise II), LLC, Steiner Transocean (II) Limited (subsequently dissolved), The Onboard Spa by Steiner (Shanghai) Co., Ltd. (subsequently dissolved), Mandara Spa LLC, Mandara Spa Puerto Rico, Inc., Mandara Spa (Guam), L.L.C. (subsequently dissolved), Mandara Spa (Bahamas) Limited, Mandara Spa Aruba N.V., Mandara Spa Polynesia Sarl (subsequently dissolved), Mandara Spa Asia Limited, PT Mandara Spa Indonesia, Spa Services Asia Limited, Mandara Spa Palau, Mandara Spa (Malaysia) Sdn. Bhd., Mandara Spa Ventures International Sdn. Bhd., Spa Partners (South Asia) Limited, Mandara Spa (Maldives) PVT LTD, and Mandara Spa (Fiji) Limited (subsequently dissolved), (iii) Medispa Limited, a majority-owned subsidiary of Steiner Leisure (the noncontrolling interest in which was subsequently purchased by OneSpaWorld), and (iv) the timetospa.com website owned by Elemis USA, Inc. (formerly known as Steiner Beauty Products, Inc.), subsequently transferred to OneSpaWorld.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The expectations, estimates, and projections of the Company may differ from its actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “will,” “may,” “could,” “should,” “would,” “believe,” “expect,” “anticipate,” “forecast,” “future,” “intend,” “plan,” “estimate” or the negative or other variations thereof and similar expressions are intended to identify such forward-looking statements. These statements are

based on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to

QUESTIONS AND ANSWERS

Proxy Materials

Since you owned OneSpaWorld voting common shares at the close of business on April 18, 202214, 2023 (the “Record Date”), you are considered a shareholder entitled to vote at the Annual Meeting. The Annual Meeting will be held in the Library Room, located at The Island House, Mahogany Hill, Western Road, Nassau, Bahamas, on Wednesday, June 8, 20227, 2023 at 1:12:30 p.m., Eastern Daylight Time.

Holders of non-voting common shares of the Company as of the Record Date are entitled to attend the Annual Meeting and any adjournments thereof, and will have an opportunity to submit questions, as further described below. Holders of non-voting common shares are not entitled to vote with respect to the matters referred to herein, except that Steiner Leisure Limited (“Steiner Leisure”) shall be entitled to vote its non-voting common shares in favor of the director nominee Adam Hasiba, the designated director of Steiner Leisure.herein.

The proxy materials, including the proxy statement, proxy card, and the 20212022 Annual Report will be mailed to our shareholders of record on or about April 29, 2022.28, 2023.

The proxy materials include:

If you share an address with another shareholder, you may receive only one set of proxy materials unless you have provided contrary instructions. If you wish to receive a separate set of proxy materials, prior to May 25, 2022,26, 2023, please request an additional copy by (1) visiting www.proxyvote.com, (2) calling 1-800-690-6903 or (3) sending an email to sendmaterial@proxyvote.com. A separate set of the proxy materials will be sent promptly following receipt of your request.

If you are a shareholder of record or a beneficial owner of shares and you wish to receive a separate set of proxy materials in the future, or if you have received multiple sets of proxy materials and would like to receive only one set of proxy materials in the future, please call your broker, bank or other agent and our investor relations department.

Shareholders may also write to us at the address below to request a separate copy of the proxy materials:

OneSpaWorld Holdings Limited

c/o One Spa World LLC

770 South Dixie Highway, Suite 200

Coral Gables, Florida 33146

Attn: Inga A. Fyodorova, Secretary

Our Board of Directors, officers and employees may also solicit proxies in person, by telephone or by electronic communication. They will not receive any additional compensation for these activities.

We will reimburse brokers, banks and other nominees, fiduciaries and custodians who nominally hold shares of our common shares as of the Record Date for the reasonable costs they incur furnishing proxy solicitation and other required Annual Meeting materials to street-name holders who beneficially own those shares on the Record Date.

Proposals To Be Voted On

The business items to be voted on at the Annual Meeting are:

Proposal 1. The election of each of Stephen Powell, Maryam BanikarimAndrew R. Heyer and Adam HasibaLeonard Fluxman to serve as Class CA directors and to hold office for a three-year term expiring at the 20252026 annual meeting of shareholders; and

Proposal 2. The ratification of the appointment of Ernst & Young LLP (“Ernst & Young”) to serve as our independent registered public accounting firm for the year ending December 31, 2022.2023.

We are not aware of any other matters that will be brought before the shareholders for a vote at the Annual Meeting. If any other matters are properly presented for a vote, then the individuals named as proxies will have discretionary authority, to the extent permitted by law, to vote on such matters according to their best judgment.

Proposal 1. You may vote “FOR” or “WITHHOLD” in the election of anyeither or allboth nominees for election as a Class CA director. If you vote “withhold” authority to vote with respect to one or more director nominees, your vote will have no effect on the election of such nominees. Additionally, because the election of directors is not a “routine” or “discretionary” proposal under the applicable exchange rules, banks, brokers and other custodians will not have the authority to submit proxy cards on behalf of any beneficial owner from which it does not have instructions. Broker non-votes will have no effect on the election of the nominees.

Proposal 2. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the ratification of the appointment of our registered independent public accounting firm. Abstentions will have the effect of a vote against this proposal. Broker non-votes will have no effect on the vote for this proposal.

Our Board of Directors recommends that you vote your shares:

To conduct business at the Annual Meeting, a quorum must be established. Pursuant to our Third Amended and Restated Memorandum of Association and Second Amended and Restated Articles of Association (our

shareholder participates by telephone or other electronic means and all shareholders participating in the meeting are able to hear each other. If you submit a properly executed proxy card, even if you abstain from voting, you will be considered part of the quorum. Additionally, broker non-votes will be counted in determining whether there is a quorum. Our common shares have no cumulative voting rights.

In the election of Class CA directors, the affirmative vote of a plurality of the votes present in person or represented by proxy and entitled to vote on the election of directors is required. This means the director nominees receiving the greatest number of votes will be elected and withhold votes and broker non-votes will have no effect on the outcome of the vote.

For the ratification of the appointment of the independent registered public accounting firm, the affirmative vote of a majority of the votes present in person or represented by proxy at the meeting and entitled to vote on such matter is required. Abstentions will have the effect of a vote against this proposal. Broker non-votes will have no effect on the outcome of this proposal.

We expect to announce preliminary voting results at the Annual Meeting and to publish final results in a Current Report on Form 8-K that we will file with the SEC within four business days following the meeting. The report will be available on our website at www.onespaworld.com and on the SEC’s website at www.sec.gov.

How You Can Vote

You are entitled to one vote for each of our voting common shares that you owned at the close of business on the Record Date. You may vote all shares owned by you on the Record Date, including (1) shares held directly in your name as the shareholder of record and (2) shares held for you as the beneficial owner through a bank, broker or other nominee.

Holders of non-voting common shares as of the Record Date are not entitled to vote at the Annual Meeting, except Steiner Leisure shall be entitled to one vote for each of its non-voting common shares that they owned on the Record Date in favor of the director nominee Adam Hasiba, the designated director of Steiner Leisure.Meeting.

Summarized below are distinctions between shares held of record and shares owned beneficially.

Shareholder of Record

If your shares are registered directly in your name with our transfer agent, you are the shareholder of record of the shares. As the shareholder of record, you have the right to grant a proxy to vote your shares to representatives

Beneficial Owner

If your shares are held through a bank, broker or other nominee, it is likely that they are registered in the name of the nominee and you are the beneficial owner of shares held in street name. As the beneficial owner of shares held for your account, you have the right to direct the registered holder to vote your shares as you instruct, and you also are invited to attend the Annual Meeting. Your bank, broker, plan trustee or other nominee has provided a voting instruction card for you to use in directing how your shares are to be voted.

For directions on how to vote, please refer to the following instructions and those included on your proxy or voting instruction card.

Voting by Mail

Shareholders may submit proxies by completing, signing and dating their proxy or voting instruction card and mailing it in the envelope provided. If you do not timely return your proxy card, your shares will not be voted unless you or your proxy holder attends the Annual Meeting and any adjournment or postponement thereof and votes.

Voting by Phone

Shareholders may vote by proxy by calling the toll-free number found on their proxy or voting instruction card.

Voting Online Prior to the Annual Meeting

Shareholders may vote by proxy by visiting www.proxyvote.com and following the instructions to create an electronic voting instruction form. The availability of online voting may depend on the voting procedures of the organization that holds your shares.

Your shares will be voted as you specifically instruct on your online ballot or as you specifically instruct on your proxy or voting instruction card. If you sign and return your proxy or voting instruction card, or complete your online ballot, without giving specific instructions, your shares will be voted in accordance with the recommendations of our Board of Directors and in the discretion of the proxy holders on any other matters that properly come before the meeting.

The following shall apply in respect of co-ownership of shares:

If you hold shares as the shareholder of record, your vote by proxy must be received before the polls close at the Annual Meeting and any adjournment or postponement thereof. Voting and Internet voting end at 11:59 p.m., Eastern Daylight Time, on June 7, 2022.6, 2023.

If you hold shares as a beneficial owner, please follow the voting instructions provided by your bank, broker or other nominee.

You may change or revoke your vote at any time prior to the vote at the Annual Meeting.

If you are a shareholder of record, you may change your vote by granting a new proxy bearing a later date (which automatically revokes the earlier proxy), by sending a written notice of revocation to the address in Question 21 prior to your shares being voted, or by attending the Annual Meeting. Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

For shares you hold as a beneficial owner, you may change your vote by timely submitting new voting instructions to your bank, broker or other nominee (which revokes your earlier instructions), or, if you have obtained a legal proxy from the nominee giving you the right to vote your shares, by attending the Annual Meeting.

Attending the Annual Meeting

Shareholders of record will be able to attend the Annual Meeting. The Annual Meeting will begin promptly at 1:12:30 p.m., Eastern Daylight Time, on Wednesday, June 8, 20227, 2023 in the Library Room, located at The Island House, Mahogany Hill, Western Road, Nassau, Bahamas.

You may attend the Annual Meeting and any adjournment or postponement thereof only if you were a shareholder of record or a beneficial owner at the close of business on the Record Date, or you hold a valid proxy to vote at the Annual Meeting. Please see Question 1912 above for details on how to register for and attend the Annual Meeting.

The Annual Meeting will be held in the Library Room, located at The Island House, Mahogany Hill, Western Road, Nassau, Bahamas, on Wednesday, June 8, 20227, 2023 at 1:12:30 p.m., Eastern Daylight Time.

Proposals that are not timely submitted by December 29, 202230, 2023 or are submitted to the incorrect address or other than to the attention of our Secretary will be considered untimely and may, at our discretion, be excluded from our proxy materials. Shareholder proponents must also meet the requirements of Rule 14a-8 of the Securities and Exchange Act, as amended (the “Exchange Act”), to be included in our proxy materials.

To comply with the requirements set forth in Rule 14a-19 of the Exchange Act, stockholders who intend to solicit proxies in support of director nominees other than the Board’s nominees must also provide written notice to the Secretary at the Company’s principal executive officers that sets forth all the information required by Rule 14a-19(b) of the Exchange Act.

Shareholders who wish to (1) submit director nominees for inclusion in our proxy materials for next year’s annual meeting of shareholders or (2) present other items of business at next year’s annual meeting of shareholders must give written notice of their intention to do so in accordance with the deadlines described below to our Secretary at the address set forth in Question 26 and must be present at such annual meeting. Any such notice also must include the information required by our Articles (which may be obtained as provided in Question 26)24).

Notice of director nominees, or for the presentation of other items of business, submitted must be received not less than 75 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting of shareholders. The period for the receipt from shareholders of any such notice for the 20232024 annual meeting of shareholders is currently set to begin on February 8, 20232024 and end on March 27, 2023.25, 2024. In the event that next year’s annual meeting of shareholders is called for on a date that is not within 30 days before the first anniversary of the Annual Meeting, or 60 days after the first anniversary of the Annual Meeting, refer to our Articles for further details on submission.

These above-mentioned notice requirements applicable under our advance notice provisions do not apply to shareholder proposals intended for inclusion in our proxy materials under Rule 14a-8 of the Exchange Act. The deadline for receiving such proposals is set forth in Question 21.

Shareholders may recommend director candidates for consideration by the Nominating and Governance Committee of our Board of Directors by writing to our Secretary at the address set forth in Question 21. A recommendation must include (1) sufficient biographical and other information concerning the candidate and his or her qualifications to permit the committee to make an informed decision as to whether further consideration of the candidate would be warranted; (2) a representation that such shareholder (or a qualified representative of such shareholder) intends to appear in person or by proxy at the meeting to nominate the persons named in its notice; (3) a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected; and (4) and such other information as required by our Articles.

Obtaining Additional Information

Shareholders may obtain, without charge, a copy of our Articles, code of ethics and board committee charters by writing to us at the address indicated below. Our board committee charters are also available on our website at www.onespaworld.com/investor-relations.

OneSpaWorld Holdings Limited

c/o One Spa World LLC

770 South Dixie Highway, Suite 200

Coral Gables, Florida 33146

Attn: Inga A. Fyodorova, Secretary

If you are a shareholder of record and have questions concerning share certificates, dividend checks, ownership transfer or other matters relating to your share account, please contact Continental Stock Transfer & Trust Company, our transfer agent, at the following address or phone number:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Shareholder Services

Phone: 800-509-5586

Email: cstmail@continentalstock.com

If you have questions about how to vote or direct a vote in respect of your common shares, you may contact us at (242) 322-2670 or proxyvote@onespaworld.com.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our voting common shares as of the Record DateApril 27, 2023 (unless otherwise indicated) by:

The beneficial ownership of our voting common shares, subject to the exclusions below, is based on 78,709,03783,697,994 shares of voting common shares issued and outstanding as of the Record Date.April 27, 2023. The table below excludes 13,421,914 non-voting common shares (including the shares held by Steiner Leisure that they are entitled to vote in favor of the director nominee Adam Hasiba) and warrants to purchase 4,004,999 non-voting common shares.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options, warrants or other derivative securities that are currently exercisable or convertible or are exercisable or convertible within 60 days.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all of our common shares beneficially owned by them.

The graphic below provides a snapshot of the skills possessed by our Board of Directors:

Our Class A Directors (serving until our 2023 annual meeting of shareholders)Director Nominees

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

Our Class A Director (serving until our 2023 annual meeting of shareholders)

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

Our Class B Directors (serving until our 2024 annual meeting of shareholders)

Proposal 2: Ratification of Independent Registered Public Accounting Firm

The members of our Audit Committee and our Board of Directors believe the continued retention of Ernst & Young as our independent registered public accounting firm for the year ending December 31, 20222023 is in our best interest. We anticipate that representatives of Ernst & Young will be present at the Annual Meeting, and it is expected that they will have an opportunity to make a statement regarding their services and will be available to respond to questions.Our Board of Directors does not know of any direct or indirect financial interest of Ernst & Young in the Company. Ratification requires the receipt of “FOR” votes constituting a majority of the votes cast on the proposal at the Annual Meeting, assuming a quorum is present.

Ernst & Young served as the Company’s independent registered public accounting firm for the fiscal years ended December 31, 20212022 and 2020.2021.

Principal Accountant Fees and Services

The following table sets forth the fees paid to Ernst & Young that were incurred by the Company and paid by the Company in fiscal years 20212022 and 2020.2021.

Audit Committee Pre-Approval Policies and Procedures

Our Audit Committee has adopted a policy and related procedures requiring its pre-approval of all audit and non-audit services to be rendered by Ernst & Young. These policies and procedures are intended to ensure that the provision of such services does not impair Ernst & Young’s independence. These services may include audit services, audit-related services, tax services and other services. The policy provides for the annual establishment of fee limits for various types of audit services, audit-related services, tax services and other services, within which the services are deemed to be pre-approved by our Audit Committee. Ernst & Young is required to provide our Audit Committee with back-up information with respect to the performance of such services.

Our Audit Committee has delegated to its chair the authority to pre-approve services, up to a specified fee limit, to be rendered by Ernst & Young and requires that the chair report to our Audit Committee any pre-approval decisions made by the chair at the next scheduled meeting of our Audit Committee.

All services performed by Ernst & Young for the Company were pre-approved by our Audit Committee.

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

Audit Committee Report

The Audit Committee reports to the Board of Directors by providing oversight of (1) the integrity of our financial statements, (2) the effectiveness of the Company’s internal controls over financial reporting, (3) our compliance with legal and regulatory requirements, (4) the independent registered public accounting firm’s performance, qualifications and independence and (5) the responsibilities, performance, budget and staffing of our internal audit function. The Audit Committee is comprised of three directors, all of whom meet the standards of independence adopted by the SEC and Nasdaq.

In performing our Audit Committee oversight responsibilities, we have reviewed and discussed our audited financial statements for the year ended December 31, 20212022 with management and with representatives of Ernst & Young, our independent registered public accounting firm.

The Audit Committee also discussed with Ernst & Young matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has received from Ernst & Young the written disclosures and the letter required by applicable requirements of the PCAOB regarding the Company’s independent registered public accounting firm’s communication with the Audit Committee concerning independence, and the Audit Committee has discussed the independence of Ernst & Young with representatives of such firm. The Audit Committee is satisfied that the non-audit services provided to us by Ernst & Young are compatible with maintaining their independence.

Management is responsible for our system of internal controls and the financial reporting process. Ernst & Young is responsible for performing an audit of the consolidated financial statements in accordance with the standards of the PCAOB and issuing a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.

Based on the reviews and discussions referred to in this Audit Committee Report, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.2022.

Walter F. McLallen, Chair

Stephen W. Powell

Andrew R. Heyer

CORPORATE GOVERNANCE

Strong corporate governance is an integral part of our core values. The Company’s business and affairs are managed by our Board of Directors, which may exercise all such powers of the Company as are not by our Articles required to be exercised by our shareholders. Our Board of Directors establishes Company policies and oversees our performance, our executive officers and other members of our management team to whom our Board of Directors has delegated authority to manage day-to-day business operations. Mr. Steven J. Heyer will not stand for re-election at the Annual Meeting, and therefore, his term will expire immediately following the Annual Meeting. Mr. S. Heyer’s resignation was not the result of any disagreement with management or the Board on any matter relating to the Company’s operations, policies or practices. Since Steven J. Heyer, whose term expires at the Annual Meeting, will not stand for re-election, our Board of Directors will be composed of nine directors following the Annual Meeting.

The following table sets forth the director class, name, age as of April 28, 2023, and other information for each member of our Board:

Board of Directors (as of the date hereof)

Leadership Structure

Our Board of Directors is responsible for establishing and maintaining an effective leadership structure for the Company. Our Board of Directors has not mandated a particular leadership structure, and thus maintains the flexibility to determine on an individual basis whether the positions of Chief Executive Officer and Executive Chairman of the board (the “Chairman of the Board”) should be combined or separated. This flexibility allows our Board of Directors to organize its functions and conduct its business in a manner it deems most effective based on the current circumstances. As of March 31, 2022, Leonard Fluxman serves as Executive Chairman, Chief Executive Officer, President and Director. Together, Mr. Fluxman and Stephen Lazarus (our Chief Operating Officer and Chief Financial Officer) lead a senior management team with over 130 years of combined industry experience. Steven J. Heyer iswill remain our designated Lead Independent Director until the Annual Meeting, at which point Stephen W. Powell will become our designated Lead Independent Director.

The Board believes that having Mr. Fluxman serve as both Chairman and Chief Executive Officer is the most effective leadership structure for the Company at this time, particularly with respect to managing the ongoing impact of COVID-19 on our business, operations, results of operations and financial condition, and the Company’s resumption of normalized operations as the pandemic subsides.time. Mr. Fluxman has over 30 years of leadership and

operations experience, including over 25 years of experience in the consumer and consumer-related products and services industry. Mr. Fluxman served as Steiner Leisure’s Chief Executive Officer from January 2001 to March 2019. The Board believes that he is uniquely well positioned to lead our business, operations and strategy at this time.

The combination of the Chief Executive Officer and Chairman roles at this time enables consistent communication and coordination with our team members throughout the Company and with our Board of

Our Audit Committee charter requires that each of the members of our Audit Committee is independent, as defined under SEC rules and the Nasdaq Listing Rules, and that each member is able to read and understand fundamental financial statements, including balance sheet, income statement, statement of equity and statement of cash flows. Additionally, at least one member of our Audit Committee will have past employment experience in finance or accounting, professional certification in accounting, or other comparable experience or background resulting in the individual being financially sophisticated, which may include being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities, and at least one member of the Committee must be an audit committee financial expert. The authority and responsibilities of our Audit Committee are described in greater detail in our Audit Committee charter, available on our website at www.onespaworld.com/investor-relations.

Our Audit Committee consists of Mr. McLallen (chairperson), Mr. Powell and Mr. A. Heyer. Mr. McLallen qualifies as an “audit committee financial expert” as that term is defined by the applicable SEC regulations and has employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background as required by the Nasdaq Listing Rules. Each of our Audit Committee members is “financially literate” as that term is defined by the Nasdaq Listing Rules and our Board of Directors has determined that each is independent pursuant to applicable SEC regulations and the Nasdaq Listing Rules. Our Audit Committee held 10eight meetings during the fiscal year ended December 31, 2021.2022.

Compensation Committee

Our Compensation Committee of our Board of Directors has the responsibility and authority to supervise and review the affairs of the Company as they relate to the compensation and benefits of our executive officers and our Board of Directors. In carrying out these responsibilities, our Compensation Committee reviews all components of 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 our shareholders. Notwithstanding the foregoing, our Board of Directors, at the recommendation of our Compensation Committee, is solely responsible for determining the compensation of our Board of Directors. The responsibilities and activities of our Compensation Committee are described in greater detail in the Compensation Committee charter, available on our website at www.onespaworld.com/investor-relations.

In addition, our Compensation Committee has, among others, the following authority and responsibilities:

Our Compensation Committee meets as often as it deems necessary to fulfill its responsibilities, but not less frequently than four times each year. Our Compensation Committee may request that any employee of the Company attend any of its meetings or meet with any Compensation Committee member or any consultant or advisor to the Compensation Committee. Our Compensation Committee will meet at least annually with the Company’s Chief Executive Officer and such other senior executives of the Company as the Committee deems appropriate; provided, however, that the chief executive officer may not be present during deliberations or voting regarding his or her compensation. They will also meet periodically in executive session without the presence of management.

Our Compensation Committee charter requires that each of the members of our Compensation Committee is independent and satisfies the requirements of Rule 10C-1 under the Exchange Act, and the Nasdaq Listing Rules. In addition, no director may serve on our Compensation Committee unless he or she is a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act. A director cannot serve on our Compensation Committee if any executive officer of the Company serves on the Board of Directors of an entity that employs such director as an executive officer.

Our Compensation Committee consists of Mr. Steven Heyer (chairperson), Mr. Powell, Mr. Magliacano and Mr. Stiefler. Upon the expiration of Mr. Steven Heyer’s term, Mr. Powell will become chairperson of the Compensation Committee. All members of the Compensation Committee are independent as defined by the applicable standards of the SEC and the Nasdaq Stock Market. Each member of our Compensation Committee is an “outside director” as defined in Section 162(m) of the Code and is a “non-employee” director as defined under Section 16 of the Exchange Act. Our Compensation Committee held five meetings during the fiscal year ended December 31, 2021.2022.

qualified director candidates; (iv) considering committee member qualifications, appointment and removal; (v) recommending a code of conduct applicable to the Company; and (vi) providing oversight in the evaluation of our Board of Directors and each committee. The responsibilities and activities of our Nominating and Governance Committee are described in greater detail in the Nominating and Governance Committee charter, available on our website at www.onespaworld.com/investor-relations.

Our Nominating and Governance Committee meets as often as it deems necessary or appropriate to fulfill its responsibilities, and at least once during each fiscal year. Our Nominating and Governance Committee may meet with management or individual directors at such time as it deems appropriate to discuss any matters.

Our Nominating and Governance Committee consists of Mr. Stiefler (chairperson), Mr. McLallen, Ms. Banikarim, Mr. Powell, and Mr. S. Heyer. All members of our Nominating and Governance Committee are independent as defined by the applicable standards of the SEC and the Nasdaq Stock Market. Our Nominating and Governance Committee held foursix meetings during the fiscal year ended December 31, 2021.2022.

Nominating Functions

To fulfill its responsibilities and duties in connection with its nominating functions, our Nominating and Governance Committee, among other things:

Corporate Governance

To fulfill its responsibilities and duties in connection with its corporate governance functions, our Nominating and Governance Committee, among other things:

Board and Workforce Diversity

Our Nominating and Governance Committee is committed to seeking members from various professional backgrounds who combine a broad spectrum of experience and expertise with a reputation for the highest personal and professional integrity. Our Nominating and Governance Committee seeks to ensure that qualified director candidates with a diversity of gender, ethnicity and tenure are included in each pool of candidates from which Board of Director nominees are chosen, reviews the Company’s policies, programs and initiatives for employee diversity and inclusion, and provides guidance to our Board of Directors on diversity matters.

Shareholder Nominations

Our Nominating and Governance Committee considers and evaluates any candidate who is properly recommended by shareholders or identified by members of our Board of Directors.

A shareholder’s written nomination notice to the Secretary of the Company must set forth as to each matter the shareholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting, and the reasons for conducting such business at such annual meeting, (b) the name and address, as they appear on the Company’s books, of the shareholder proposing such business, (c) the class and number of shares of the Company which are beneficially owned by the shareholder, (d) the names of any other beneficial owners of such shares, (e) any material interest of the shareholder in such business and (f) the names and addresses of other shareholders known by the shareholder proposing such business to support such proposal and the class and numbers of shares beneficially owned by such shareholders.

Director Independence

Our Board of Directors determines the independence of our directors by applying the independence principles and standards established by the SEC and the Nasdaq Listing Rules.

The Nasdaq Listing Rules require listed companies to have a board of directors with at least a majority of “Independent Directors” (as such term is defined in the Nasdaq Listing Rules). Under the Nasdaq Listing Rules, in order for a director to be deemed independent, the board of directors must determine that the individual does not have a relationship that would interfere with the director’s exercise of independent judgment in carrying out his or her responsibilities.

As part of its analysis, our Board of Directors affirmatively determined that Messrs. Fusfield, Hasiba, McLallen, Magliacano, Stiefler, A. Heyer, S. Heyer, Magliacano, McLallen, Powell and PowellStiefler and Ms. Banikarim are independent. In making these determinations, our Board of Directors reviewed and discussed information provided by the directors and the Company with regard to each director’s business and other outside activities as they may relate to the Company and our management team.

Board of Directors Meetings; Executive Sessions; Annual Shareholders’ Meetings

The Chairman of the Board presides over each Board of Directors meeting. Our Board of Directors meets at least quarterly to assess corporate governance matters and the effectiveness of our current management and leadership structure. An executive session of independent members of our Board of Directors is held at least annually, and any director may call for an executive session at any Board of Directors’ meeting.

Our Board of Directors may convene special meetings of the shareholders of the Company at such times and in such manner and places within or outside The Bahamas, or by means of remote communication, as the directors consider necessary or desirable.

During the fiscal year ended December 31, 2021,2022, our Board of Directors held sevensix regular meetings and no special meetings. All of our directors attended at least 75% of the meetings of the Board and of the committees on which they served during such fiscal year, except that Mr. A. Heyer attended 60% of the meetings of the Audit Committee and Mr. S. Heyer attended 50% of the meetings of the Nominating and Governance Committee. In consideration of the health and safety of our directors, executive officers and other employees, our Board and Committees meetings were conducted virtually in 2021, due to the COVID-19 pandemic.year. We have not established a policy with respect to director attendance at our annual meeting of shareholders, however, all of our directors and nominees are encouraged to attend our annual meetings. All of our directors attended the 20212022 annual meeting of shareholders, which was held virtually.shareholders.

Evaluation of Board and Committee Performance

The Nominating and Governance Committee assists our Board of Directors in developing criteria for the evaluation, and in evaluating, the performance of our Board of Directors and committee performance.

The Nominating and Governance Committee will evaluate the standing committees, including each member of such committee. The committee will assess and recommend to our Board of Directors committee composition and any necessary changes to committee charters.

The Nominating and Governance Committee will periodically assess and communicate with our Board of Directors concerning the appropriate criteria for nominating and appointing directors, including the size and composition of our board of directors, corporate governance policies, Nasdaq Capital Market listing standards, SEC laws, and any other applicable rules and regulations.

Risk Oversight

Our Board of Directors fulfills its oversight role through the operations of, and discussions with, its standing committees. Our Board of Directors oversees our strategy and governance of environmental, social and governance (“ESG”) matters, including diversity, sustainability and social responsibility. Our Audit Committee,

the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. Our Audit Committee also adopts, as necessary, appropriate remedial measures or actions with respect to such complaints or concerns and review and investigates conduct alleged by our Board of Directors to be in violation of the Company’s code of ethics, and adopts, as necessary or appropriate, remedial, disciplinary, or other measures with respect to such conduct.

With respect to the material adverse impact of COVID-19 on our business, operations, results of operations and financial condition during 2020 and ongoing, the Board of Directors: received frequent updates and briefings from our Executive Chairman, Chief Executive Officer, Chief Financial Officer and other senior executives and members of our management team regarding the Company’s operations, including the health and well-being of our employees and the status of our employee repatriation efforts globally; discussed and assessed management’s strategies to minimize and mitigate business, operational and financial risks; and monitored (and continues to monitor) developments and risk factors impacting the Company caused by COVID-19.

Communications with our Board of Directors

Shareholders and interested parties may contact any member (or all members) of our Board of Directors (including, without limitation, the non-management directors as a group), any committee of our Board of Directors or the chair of any such committee by mail. All such correspondence may be sent to our Board of Directors, any committee or any individual director, c/o One Spa World LLC, 770 South Dixie Highway, Suite 200, Coral Gables, Florida, 33146, Attention: Inga A. Fyodorova, Secretary.

Code of Ethics

Our Board of Directors has adopted a code of ethics that applies to our executive officers, directors, employees and agents. A copy of the code of ethics will be provided without charge upon request from us and is available on our corporate website at onespaworld.com/investor-relations. The information contained on, our website is not part ofor that can be accessed through, the websites referenced throughout this proxy statement are not incorporated into this proxy statement. Further, references to website addresses throughout this proxy statement are intended to be inactive textual references only. We intend to disclose any amendments to or waivers of certain provisions of our code of ethics in a Current Report on Form 8-K.

Insider Trading Policy—Prohibition on Hedging and Pledging

Our insider trading policy prohibits our and our subsidiaries’ directors, officers and employees from engaging in hedging or monetization transactions such as selling “short,” buying or selling puts or calls or other derivatives on OneSpaWorld securities, or otherwise entering into any hedging arrangements involving our securities. Additionally, our directors, officers and other employees are prohibited from holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan.

Sustainability and Social Responsibility

OurA primary responsibility of our Board of Directors’ primary duty ofDirectors and our leadership team involves overseeing our corporate strategy includeswith respect to establishing, implementing and monitoring our ESG policies, practices and procedures embedded across our operations in order to mitigate risks and maximize the long-term performance and value of the Company. Our Board of Directors fulfills this duty through their responsibilityoversight functions, with operational management delegated to monitorour executive officers and advise on how certainmanagement team.

The Company has formalized a plan to confirm, establish, manage, assess and communicate our ESG issues may impact our day-to-day operationspolicies, practices and long-term

We believe how we manage our relationships with our employees, withimpact on the staffenvironment and guests of our cruise and destination resort partners, with the teams of our suppliers, and with the communities where we operate, is fundamental toour relationships with all constituencies across our business, and the successaccountability of our operations. And we believe our leadership team’s accountability to our employees and our shareholders isare all critically important to the success of our business. Our strategic priorities to achieve these objectives include programs designed to incorporate sustainable business practices into our operations, foster a respectful and equitable workplace with broad employee diversity and inclusive opportunity, enhance employee support and personal and career development, strengthen data privacy and cybersecurity, and invest in our communities by continuing to support local organizations and programs that align with our values of wellness, diversity, and sustainability.

A Commitment to Environmental Stewardship

As a company with a deep-seated devotion to the environment, we believe that our sustainability policies, practices and procedures mitigate risk and create meaningful long-term value for our stakeholders. We work to promote practices that are efficient and effective relative to resource conservation and preservation. We have implemented sustainable practices across our organization, including workplace recycling, paper usage and plastic water bottle reduction, and light sensor installations to reduce electricity consumption. We have collaborated with our third-party product suppliers to introduce improved packaging and product solutions to reduce environmental impacts. Initiatives include changes to our packaging materials from polystyrene to recyclable pillow packs, removal of paper leaflets from our shipments, and elimination of plastic spatulas from certain of our supplier products. Our primary supplier is a certified B Corporation^® that prioritizes strong standards of social and environmental performance, accountability, and transparency, including ingredient traceability and utilization of biodegradable rinse-off formulas.

A Focus on People

As the pre-eminent global operator of health and wellness services onboard cruise ships and in destination resorts, our people are essential to the performance of our operations, the long-term success of our Company, and the value we deliver to our shareholders. Our thousandsThey are responsible for upholding our purpose, integrity, and accountability, and representing OneSpaWorld’s mission and values as a global health and wellness company. To attract, retain, motivate, and advance the best talent, we focus on building a culture where employees can safely thrive in an environment supportive of highly trainedtheir unique personalities, boundaries, talents, passions, strengths, challenges, responsibilities, and resourced staff, guided by our corporate team, are core to that performancepersonal and success, as they provide extraordinary personal care experiences to millionscareer goals.

The Human Capital section of our cruise ship2022 Annual Report on Form 10-K addresses the programs and destination resort partners’ guests.

The unquantifiable adverse impact of the COVID-19 pandemic and our gradual ongoing returnpractices pertaining to service has evidenced the critical importance of our people, across every aspect of our business. Throughout the COVID-19 pandemic, we have focused firstculture and foremost on theethics, diversity and inclusion, talent attraction, talent retention, training and development, health and safety, ofand succession plan.

We invest in our employees. Atcommunities by providing educational scholarships and support our team members facing adversity, including the onset of the pandemic, we had over 3,220 of our staff serving aboard 170 cruise ships operating around the world. Upon the cessation of virtually all cruise ship operations in March 2020, we coordinated immediately with our cruise line partners to return every member of our shipboard staff to their home in one of 89 countries around the world in whatever means and at whatever cost required to do so. We are grateful to our cruise line partners for their caring for our staff as if their own during this time of threat to the safety and security of our people and theirs. Since our cruise line partners began returning their cruise ships to operation in September 2020, over 2,500 of our pre-pandemic staff have returned to us, who now serve on or are preparing to serve on 170 operating ships. We expect to have over 80% of our pre-pandemic staff return to service on 178 operating ships by year end. Again, evidence of our commitment to the welfare and wellbeing of our people, and its impact on our Company’s success and the value we deliver to our shareholders.

With the onset of yet another unforeseeable global crisis, we have mobilizedmobilization efforts our corporate and onboard teams have undertaken to supportserve our staffpeople impacted by the hostilities in Ukraine. We have enabledIn response to the near cessation of our Ukrainian staff who have returnedoperations due to service to elect to remain onboard, or to bethe COVID-19 pandemic, we repatriated 3,220 of our cruise ship personnel to their homes around the world at our cost through a gateway citycost. Since the beginning of their choosing. Andour return to service in the summer of 2021, we have contacted all Ukrainian memberssupported our employees with protocols and trainings we created to safeguard their health and safety, including our comprehensive manual entitled “Guidelines for Protection and Sanitization,” or “GPS.” We also donate to local organizations and programs that align with our values of our staff who have not yet returned to service, offering to promptly transport them to the safety of our shipboard facilities.wellness, diversity, and sustainability.

As evidenced by these commitments and initiatives in support of our people, communities, and planet, we continue to imagine, develop and undertake strategies, policies and procedures across our Company including programs to increase employee diversity, ensure a respectful workplace, and invest in our communities, in our ongoing investmentdesigned to advance the interests of all of our stakeholders.

Environmental Stewardship

As a company with a deep-seated devotion to the environment, we believe that our sustainability efforts will allow us to effect positive change in the lives of all stakeholders. We are collaborating with our third-party product suppliers to introduce improved packaging solutions to reduce environmental impacts, and have changed our packaging materials from polystyrene to recyclable pillow packs. We have been implementing sustainability strategies by reducing paper usage and plastic water bottles, as well as recycling paper in the workplace, and installing light sensors to reduce electricity consumption.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Compensation arrangements with our named executive officers and directors are described elsewhere in this proxy statement.

Investment Agreement

On April 30, 2020, we entered into an Investment Agreement (the “Investment Agreement”) with Steiner Leisure and certain other investors, including members of our management and Board of Directors (collectively, the “Co-Investors”“Co-Investors” and, together with Steiner Leisure, the “Investors”). Pursuant the Investment Agreement, we completed a private placement financing transaction on June 12, 2020 (the “2020 Private Placement”) in which, among other things, (i) we issued to Steiner Leisure an aggregate of (x) approximately 15.0 million non-voting common shares and (y) warrants to purchase approximately 4.0 million non-voting common shares at an exercise price of $5.75 per share, and (ii) we issued to the Co-Investors an aggregate of (x) approximately 3.7 million voting common shares and (y) warrants to purchase approximately 1.0 million voting common shares at an exercise price of $5.75 per share, for an aggregate purchase price of $75.0 million. We paid approximately $6.4 million of offering-related expenses, resulting in total net proceeds of approximately $68.6 million.

Steiner Leisure Director Designation Right

Under the terms of the Investment Agreement, Steiner Leisure was granted the right to designate and appoint three directors to the Company’s board of directors at the closing of the Private Placement, with two of these directors being Class C directors and the other director being a Class B director. One of the Class C director seats is not subject to re-designation by Steiner Leisure at the expiration of the initial term thereof under the Governance Agreement.

Transfer Restrictions

Following the closing of the Private Placement, the Investors (other than Neuberger Berman Group LLC) were not able to transfer the purchased common shares and warrants until the twelve-month anniversary of such closing, subject to customary exceptions (e.g., transfers to affiliates). Such twelve-month anniversary occurred, and the foregoing transfer restrictions ended, on June 12, 2021.

Governance Agreement

Designation Rights

In connection with the closing of the Private Placement on June 12, 2020, the Company, Steiner Leisure and, solely for the purpose of Section 18 thereof, HYACHaymaker Acquisition Corp. (“HYAC”) entered into the Governance Agreement, pursuant to which Steiner Leisure and certain of its affiliates were granted certain consent, director designation, and other rights with respect to the Company described in this subsection. The Governance Agreement supersedes the Director Designation Agreement, dated as of November 1, 2018, by and among the Company, Steiner Leisure and HYAC.

Under the terms of the Governance Agreement, among other things, Steiner Leisure has the right to designate and appoint (a) two directors (three directors until the Company’s 2022 annual meeting of shareholders) so long as Steiner Leisure and its affiliates own at least 15% of the issued and outstanding common shares and (b) one director so long as Steiner Leisure and its affiliates own at least 5% of the issued and outstanding common shares.

So long as Steiner Leisure and its affiliates own at least 15% of the issued and outstanding common shares, (a) the directors designed by Steiner Leisure will have proportionate representation on each committee of the Board (rounded up to the nearest whole number of directors, unless such rounding would result in Steiner Leisure

directors representing a majority), subject to applicable legal and stock exchange requirements, and (b) Steiner Leisure will have the right to appoint a non-voting observer to all committees for which none of the Steiner Leisure directors are members.

The following individuals are Steiner’s initial director designees pursuant to its designation rights under the Investment Agreement (for more information regarding Steiner Leisure’s board designation and appointment rights, see “Steiner“Steiner Leisure Director Designation Rights”Rights” above for more information).

Class B Initial Steiner Designee:Designee: Marc Magliacano is the initial Class B director designee by Steiner Leisure and serves as a member of the Compensation Committee. For more information regarding Mr. Magliacano, see “Proposal 1: Election of Directors—Our Class B Directors.”

Class C Initial Steiner Designee:Designee: Adam Hasiba is the initial Class C director designee by Steiner Leisure. For more information regarding Mr. Hasiba, see “Proposal 1: Election of Directors—Our Class C Directors.”

Initial Non-Continuing Class C Steiner Designee: Stephen Powell is the initial Class C director designee by Steiner Leisure and serves as a member of each of the Audit Committee, Compensation Committee and Nominating and Governance Committee. Mr. Powell will not be subject to re-designation by Steiner Leisure at the expiration of his term.

Consent Rights

Under the terms of the Governance Agreement, a majority-in-interest (based on ownership of common shares) of Steiner Leisure and its affiliates will be entitled to negative consent rights related to the following matters so long as they own at least 15% of the issued and outstanding common shares:

A majority in interest of Steiner Leisure and its affiliates will be entitled to negative consent rights related to the following matters so long as they own at least 25% of the issued and outstanding common shares:

Information Rights

In addition to any other information or similar rights that Steiner Leisure and its affiliates may be entitled to as an equityholder of a Bahamian public company, so long as Steiner Leisure and its affiliates are entitled to designate a director to the Board of Directors, Steiner Leisure will be entitled to receive any information received by members of the Board of Directors and share such information with its affiliates and other representatives (subject to customary exceptions and conditions).

Registration Rights Agreement

On June 12, 2020, the Company, the Investors and certain existing shareholders of the Company entered into a Second Amended and Restated Registration Rights Agreement (the “A&R RRA”). The A&R RRA provided for customary registration rights, including demand and piggyback rights subject to cut-back provisions. In addition, the Company agreed to use its commercially reasonable efforts to file a shelf registration statement to register the resale of the Investors’ securities within 30 days following the closing of the Private Placement. At any time, and from time to time, Steiner Leisure is entitled to make up to three demands per year (subject to meeting a minimum offering size requirement) that a resale of common shares pursuant to such shelf registration statement be made pursuant to an underwritten offering. Pursuant to the A&R RRA, subject to certain exceptions, the Investors will agree not to sell, transfer, pledge or otherwise dispose of their shares during the seven days before and 90 days after the pricing of any underwritten offering of the Company, and will enter into a customary lock-up agreement to such effect.

Services Agreement

OSW Predecessor entered into a Services Agreement with Steiner Management Services LLC (“SMS”), Bliss World LLC (“Bliss”), Nemo Investor Aggregator, Limited (“Nemo” and together with SMS and Bliss, the “SMS Parties”), which became effective as of January 1, 2020. The agreement provided that SMS shall pay to OSW fees for certain operational and related services in two installments totaling $450,000 and that OSW shall pay to SMS 40% of the employment costs of a legal assistant of an affiliate of SMS. The agreement terminated on December 31, 2020. On April 27, 2021, the SMS Parties entered into a new Services Agreement, which provides that SMS shall pay to OSW fees for certain reduced operational and related services in two installments totaling $75,000. The agreement terminated on December 31, 2021. On April 26, 2022, the SMS Parties entered into a new Services Agreement, which provides that SMS shall pay to OSW fees for certain reduced operational and related services in two installments totaling $75,000. The agreement will terminateterminated on December 31, 2022.

Exchange Agreements

On March 14, 2023, the Company entered into exchange agreements with certain directors and other affiliated holders of the Company with respect to 3,055,906 private warrants exercisable for $11.50 per share (the “Private Warrants”), which were exchanged at a fixed exchange ratio of 0.175 common shares per Private Warrant. Such ratio reflected a price per warrant of $1.62 and a price of $10.74 per common share. Affiliated holders of Private Warrants also agreed not to transfer common shares issuable upon such exchange for a period of 60 days commencing on March 14, 2023.

Review, Approval or Ratification of Transactions with Related Persons

Consistent with Bahamian law and our Articles, we have adopted a code of ethics that prohibits directors and executive officers from engaging in transactions that may result in a conflict of interest with us. The code of ethics includes a policy requiring that our Board of Directors review any transaction a director or executive officer proposes to have with us that could give rise to a conflict of interest or the appearance of a conflict of interest, including any transaction that would require disclosure under Item 404(a) of Regulation S-K. In conducting this review, our Board of Directors is obligated to ensure that all such transactions are approved by a majority of our Board of Directors not otherwise interested in the transaction and are fair and reasonable to us and on terms not less favorable to us than those available from unaffiliated third parties.

Our Audit Committee also reviews and approves any transactions between the Company and any related person (as defined in Item 404 of Regulation S-K) on an ongoing basis, in accordance with Company policies and

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Overview

Our Introduction

As an emerging growth company, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies” as such term is defined in the rules promulgated under the Securities Act. This section discusses the material components of the executive compensation program for our Chief Executive Officer and our two other most highly compensated officers, and our former President and Chief Executive Officer, who we refer to as our “Named Executive Officers.” As of the year ended December 31, 2021,2022, our Named Executive Officers were Leonard Fluxman, Susan Bonner and Stephen B. Lazarus and Glenn J. Fusfield.Lazarus.

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt in the future may differ materially from the currently planned programs summarized in this discussion.

Summary Compensation Table

the award, unless our Compensation Committee determined otherwise. The performance goals used to determine 20212022 annual bonuses were based on achievement of budgeted EBITDA levels. The 20212022 performance goals were achieved at maximum levels based on achievement of EBITDA, and, as a result, Ms. Bonner and Messrs. Fluxman, and Lazarus were eligible to receive a 20212022 annual bonus equal to $577,500, $2,124,375$617,925, $1,873,019 and $973,350,$858,183, respectively. However, the Board ultimately approved 50% of such annual bonus amounts to be paid in the form of cash and the remaining 50% to be issued in the form of RSUs that vested one-third on March 7, 2022 and the remaining two-thirds are scheduled to vest on December 5, 2022. As described below, due to Mr. Fusfield’s retirement on March 31, 2021, he was not eligible to receive an annual bonus for 2021.

Equity Awards. Our Named Executive Officers received restricted stock unit and performance stock unit grants in 20212022 under the 2019 Plan. See “—Outstanding Equity Awards at 20212022 Fiscal Year End—” and “—Severance, Change in Control and Equity Arrangements—Outstanding Equity Awards” below for further information regarding these equity awards.

Health and Welfare Plans, and Retirement Plans

Health and Welfare Plans.Our Named Executive Officers are eligible to participate in the Company’s standard employee benefit plans, including medical, life, and disability benefits.

Retirement Plan

We maintain a retirement plan that is intended to qualify for favorable tax treatment under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), containing a cash or deferred feature that is intended

and vest upon such change in control, or (ii) following the performance period and 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.

The performance criteria for the January 2020 PSUs were not achieved due to the severe interruption of OneSpaWorld’s business and operations resulting from the unforeseen circumstances of the COVID-19 pandemic. However, the Board recognized the retentive value of the PSUs given the subsequent time vesting conditions applicable to the awards. Therefore, in order to incentivize continuing employees, the Board approved in December 2020 the waiver of the performance criteria applicable to all outstanding January 2020 PSU holders and for the target number of shares underlying such PSUs to be considered earned, with 1/3 of such earned PSUs

DIRECTOR COMPENSATION

Overview

Our Compensation Committee has the responsibility and authority to supervise and review the affairs of the Company as they relate to the compensation and benefits of our executive officers and our Board of Directors. In carrying out these responsibilities, our Compensation Committee reviews all components of 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 our shareholders. Our Board of Directors, at the recommendation of our Compensation Committee, is solely responsible for determining the compensation of our Board of Directors.

Under our current director compensation program, all members of our Board of Directors who are not employees of the Company receive a yearly cash retainer equal to $50,000 and our Lead Independent Director also receives an additional yearly cash retainer equal to $50,000, in each case, payable at the time of the director’s election around the time of the Company’s annual shareholder meeting. Due to the severe interruption of the Company’s business and operations resulting from the unforeseen circumstances of the COVID-19 pandemic, membersMembers of our Board of Directors were provided with the option to receive their 20212022 retainer fees, which would normally be paid in cash, in the form of either restricted stock units (“RSUs”)RSUs or cash that would accrue and be paid at a later date, to be determined based on the resumption of our operations in light of COVID-19.date.

2021 2022 Non-Employee Director Compensation

The following table presents the total compensation for each person who served as a non-employee director of our Board of Directors during 2021.2022. 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.” Additionally, the compensation received post-retirement by Mr. Fusfield in connection with his non-employee director services is presented in “—Summary Compensation Table.”

Securities Authorized for Issuance Under Equity Compensation Plans

As of December 31, 2021,2022, the 2019 Plan is the only incentive equity plan administered by the Company. The following table provides information as of December 31, 20212022 regarding common shares that may be issued under the 2019 Plan:

Compensation Committee Interlocks and Insider Participation

During fiscal 2021,2022, our Compensation Committee consisted of Mr. S. Heyer (chairperson), Mr. Powell, Mr. Magliacano and Mr. Stiefler. None of the members of our Compensation Committee is, nor was during fiscal 2021,2022, an officer or employee of the Company. None of the members of our Compensation Committee was formerly an officer of the Company. None of our executive officers serves, or during fiscal year 20212022 served, as a member of a Board of Directors or Compensation Committee of any entity that has, or during fiscal year 20212022 had, one or more executive officers serving as a member of our Board of Directors or Compensation Committee.

Mr. Magliacano and Mr. Powell were nominated to our Board of Directors by Steiner Leisure pursuant to the terms of the Governance Agreement. For more information, see the section entitled “Certain Relationships and Related Transactions.”

OTHER MATTERS

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than 10% of our common stock, file reports of ownership and changes of ownership with the SEC. Such

ONESPAWORLD HOLDINGS LIMITED OFFICE NUMBER 2, PINEAPPLE BUSINESS PARK, AIRPORT INDUSTRIAL PARK, P.O. BOX N-624 NASSAU, ISLAND OF NEW PROVIDENCE, COMMONWEALTH OF THE BAHAMAS VOTE BY INTERNET - www.proxyvote.comINTERNET-www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 7, 2022.6, 2023. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903PHONE-1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on June 7, 2022.6, 2023. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D84416-Z82723 KEEPV12001-P92477KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THISRECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.DATED.DETACH AND RETURN THIS PORTION ONLY ONESPAWORLD HOLDINGS LIMITED The Board of Directors recommends you vote FOR the following proposals: 1. Election of Class CA Directors 1a. Stephen Powell 1b. Maryam Banikarim1c. Adam Hasiba For Withhold 1a. Andrew R. Heyer 1b. Leonard Fluxman For Against Abstain 2. Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2022.2023. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Pleasethereof.Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signatureofficer.Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice of Annual Meeting of Shareholders and Proxy Statement and Annual Report are available at www.proxyvote.com. V12002-P92477 ONESPAWORLD HOLDINGS LIMITED THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ANNUAL MEETING OF SHAREHOLDERS JUNE 8, 20227, 2023 The shareholder(s) hereby appoint(s) Leonard Fluxman and Stephen B. Lazarus and Inga A. Fyodorova or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Shares of OneSpaWorld Holdings Limited that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 1:12:30 p.m., Eastern Daylight Time on Wednesday, June 8, 2022,7, 2023, in the Library Room, located at The Island House, Mahogany Hill, Western Road, Nassau, Bahamas, and any adjournment or postponement thereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND FOR PROPOSAL 2. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE CONTINUED AND TO BE SIGNED ON REVERSE SIDE