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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12
ONEWATER MARINE INC.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
No fee required
 
 
Fee paid previously with preliminary materials
 
 
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on February 23, 2023
at 9:00 a.m. Eastern Time
Dear Stockholder:
You are cordially invited to attend the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of OneWater Marine Inc., a Delaware corporation (the “Company”). This year’s Annual Meeting will be held in a virtual-meeting format only via live webcast on February 23, 2023, at 9:00 a.m. Eastern Time. You may attend the Annual Meeting virtually via the Internet by accessing www.virtualshareholdermeeting.com/ONEW2023, where you will find instructions on how to register, vote electronically and submit questions. For additional instructions on how to attend the Annual Meeting, please review the accompanying proxy statement. Only stockholders of record on January 4, 2023 may vote at the Annual Meeting, including any adjournment or postponement thereof.
At the Annual Meeting, you will be asked to consider and vote upon:
(1)
the election of eight director nominees to serve as directors until the 2024 annual meeting of stockholders and until their successors are duly elected and qualified, subject to their earlier resignation, removal or death;
(2)
the approval of an amendment to the Company’s second amended and restated certificate of incorporation (the “Current Certificate”) to reflect new Delaware law provisions regarding officer exculpation;
(3)
the approval of an amendment to the OneWater Marine Inc. 2020 Omnibus Incentive Plan (the “Incentive Plan”);
(4)
the approval of, on an advisory (non-binding) basis, the compensation of our Named Executive Officers (as defined in the enclosed proxy statement);
(5)
the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2023; and
(6)
the transaction of such other business as may properly come before the meeting or at any and all adjournments or postponements thereof.
The accompanying proxy statement more fully describes the details of the business to be conducted at the Annual Meeting. Proposal 1 relates solely to the election of the eight directors nominated by the Board and does not include any other matters relating to the election of directors, including, without limitation, the election of directors nominated by any stockholder of the Company. After careful consideration, our Board has unanimously approved the proposals and recommends that you vote FOR the eight director nominees, FOR the approval of the amendment to the Current Certificate to reflect new Delaware law provisions regarding officer exculpation, FOR the approval of the amendment to the Incentive Plan, FOR the approval of, on an advisory (non-binding) basis, the compensation of our Named Executive Officers, and FOR the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2023. In accordance with Delaware law, a list of stockholders entitled to vote at the meeting will be accessible by appointment for ten days prior to the meeting by contacting our Investor Relations department at IR@OneWaterMarine.com. The list of stockholders of record will also be available for review during the Annual Meeting by following the instructions on the meeting website.
We are pleased to take advantage of Securities and Exchange Commission (“SEC”) rules that allow us to provide our notice of annual meeting of stockholders, proxy statement and 2022 annual report to stockholders online, with paper copies available free of charge upon request. On or about January 13, 2023, we began mailing a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”), instead of a paper copy of our proxy materials. The Notice of Internet Availability contains instructions on how to access these

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documents and how to cast your vote via the Internet. The Notice of Internet Availability also contains instructions on how to request a paper copy of our proxy materials. All stockholders who have so requested will receive a paper copy of the proxy materials by mail. We believe that this process allows us to provide our stockholders with the information they need on a more timely basis, while lowering the costs of printing and distributing our proxy materials. This proxy statement and accompanying form of proxy are dated January 13, 2023 and are expected to be first made available to stockholders on or about January 13, 2023.
Your vote is important. Whether or not you are able to attend the Annual Meeting, it is important that your shares be represented. To ensure your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the Annual Meeting, by submitting your proxy via the telephone at 1 (800) 690-6903 or via the Internet at www.virtualshareholdermeeting.com/ONEW2023 or by completing, signing and dating the proxy card and returning it in the postage-prepaid envelope, if you have requested that a paper copy be mailed to you.
We look forward to speaking with you at the Annual Meeting.
Sincerely,
P. Austin Singleton, Jr.
Chief Executive Officer
January 13, 2023
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON FEBRUARY 23, 2023
Our notice of annual meeting of stockholders, proxy statement, form of proxy card or voting instruction form and 2022 annual report to stockholders are available on the internet at www.proxyvote.com.


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ONEWATER MARINE INC.
6275 Lanier Islands Parkway
Buford, Georgia 30518
PROXY STATEMENT FOR
2023 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 23, 2023
at 9:00 a.m. Eastern Time

via Live Webcast by Accessing
www.virtualshareholdermeeting.com/ONEW2023
QUESTIONS AND ANSWERS ABOUT THE PROXY STATEMENT AND THE ANNUAL MEETING
1. What are proxy materials?
The proxy materials are furnished in connection with the solicitation of proxies by the Board of Directors (the “Board” or “Board of Directors”) of OneWater Marine Inc. (“OneWater,” the “Company,” “we” or “us”) for use at the Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”), to be held via live webcast on February 23, 2023, at 9:00 a.m. Eastern Time by accessing www.virtualshareholdermeeting.com/ONEW2023. The proxy materials include the notice of annual meeting of stockholders, this proxy statement for the Annual Meeting, a 2022 annual report to stockholders and the proxy card or, for shares held in street name (held for your account by a broker or other nominee), a voting instruction form, for the Annual Meeting. As a stockholder, you are invited to attend the Annual Meeting and are requested to vote on the items of business described in this proxy statement. This proxy statement includes information that we are required to provide to you under SEC rules and is designed to assist you in voting your shares.
Pursuant to the “notice and access” rules adopted by the SEC, we have elected to provide access to our proxy materials to our stockholders via the Internet. Accordingly, on or about January 13, 2023, we began mailing a Notice of Internet Availability to stockholders entitled to vote at the Annual Meeting containing instructions on how to access the proxy materials and how to vote online. Please follow the instructions on the Notice of Internet Availability for requesting paper or e-mail copies of our proxy materials. In addition, stockholders of record may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis for future stockholder meetings. We believe electronic delivery will expedite the receipt of the materials and will help lower the costs of our proxy materials. Please note that, while our proxy materials are available at the website referenced in the Notice of Internet Availability and on our website, no other information contained on either website is incorporated by reference into or considered to be a part of this document.
2. Who is entitled to vote at the Annual Meeting?
Only holders of record of our Class A common stock, par value $0.01 per share (“Class A common stock”) and Class B common stock, par value $0.01 per share (“Class B common stock” and together with Class A common stock, our “common stock”), at the close of business on January 4, 2023 (the “Record Date”), are entitled to notice of and to vote at the Annual Meeting. Each share of common stock is entitled to one vote on all matters to be voted upon at the Annual Meeting. On the Record Date, 14,284,501 shares of Class A common stock were issued and outstanding (constituting 14,284,501 votes), and 1,429,940 shares of Class B common stock were issued and outstanding (constituting 1,429,940 votes). Holders of shares of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders at the Annual Meeting. Holders of common stock do not have the right to cumulative voting in the election of directors. Shares of common stock that are present virtually during the Annual Meeting constitute shares of common stock represented “in person.”
The presence, in person or by proxy, of the holders of a majority of the outstanding shares of common stock on the Record Date (constituting 15,714,441 votes) will constitute a quorum for the transaction of business at the
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Annual Meeting and any postponement or adjournment thereof, though the Board may fix a new record date for purposes of a postponed or adjourned meeting. Abstentions and broker non-votes, each discussed below, will be counted for the purpose of determining the presence or absence of a quorum.
You are a stockholder of record if your shares of our common stock are registered directly in your own name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”). You are a beneficial owner of shares of our common stock if a brokerage firm, bank or other agent, called a “nominee,” holds your stock. This is often called ownership in “street name” because your name does not appear in the records of Broadridge. If you are a stockholder of record, you have the right to grant your proxy directly to the individuals listed on the proxy card or to vote in person at the Annual Meeting. If you hold any shares in street name, you have the right to direct your nominee how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. If you hold any shares of common stock in street name, you should receive a voting instruction form from your nominee.
3. How do you vote your shares?
If you are a stockholder of record, there are four ways to vote:
Virtually During the Meeting. You may vote online during the virtual meeting through www.virtualshareholdermeeting.com/ONEW2023. To be admitted to the Annual Meeting and vote your shares, you must go to www.virtualshareholdermeeting.com/ONEW2023 on the day of the Annual Meeting and provide the control number located on the Notice of Internet Availability or proxy card.
Via the Internet. You may vote by proxy via the Internet at www.proxyvote.com by following the instructions provided on the Notice of Internet Availability or proxy card. You must have the control number that is on the Notice of Internet Availability or proxy card when voting.
By Telephone. If you live in the United States or Canada, you may vote by proxy via the telephone by calling 1 (800) 690-6903. You must have the control number that is on the Notice of Internet Availability or proxy card when voting.
By Mail. You may vote by completing, dating and signing the proxy card and returning it in the postage-prepaid envelope provided.
If you are a beneficial owner of shares held in street name, there are four ways to provide voting instructions:
Virtually During the Meeting. You should follow the instructions provided by your nominee in order to vote during the virtual meeting at www.virtualshareholdermeeting.com/ONEW2023. To be admitted to the Annual Meeting and vote your shares, you must obtain a legal proxy from your nominee giving you the legal right to vote the shares.
Via the Internet. You may provide voting instructions via the Internet by following the instructions provided on the Notice of Internet Availability or your voting instruction form.
By Telephone. If it is allowed by your nominee, you may provide voting instructions via the telephone by calling the toll-free number found on your voting instruction form.
By Mail. You may provide voting instructions by filling out the voting instruction form and returning it in the postage-prepaid envelope provided.
4. What if you receive more than one proxy card or voting instruction form?
This means that you may have more than one account at Broadridge, with a nominee, or both. Please vote all proxy cards and voting instruction forms that you receive so that all the shares that you own will be represented at the Annual Meeting.
5. How may you revoke your proxy or voting instructions?
If you are a stockholder of record, you may revoke or amend your proxy at any time before it is voted at the Annual Meeting by writing to us directly “revoking” your earlier proxy, submitting a new proxy with a later date by mail, by telephone or via the internet or by attending the Annual Meeting and voting in person. Your last dated proxy timely received prior to the Annual Meeting, or vote cast at the Annual Meeting, will be counted. If you hold your shares in street name, you must follow the instructions on your voting instruction form to revoke or amend any prior voting instructions.
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6. What is discretionary authority?
If you are a stockholder of record and you properly submit your proxy without making any specific selections, your shares will be voted on each matter before the Annual Meeting in the manner recommended by the Board. If other matters not included in this proxy statement properly come before the Annual Meeting, the persons named on the proxy card, or otherwise designated, will have the authority to vote on those matters for you in their discretion. At this time, we are not aware of any matters that will come before the Annual Meeting other than those disclosed in this proxy statement. If you are a beneficial owner of shares held in street name, please see the discussion below regarding broker non-votes and the rules related to voting by nominees.
7. What are abstentions and “broker non-votes”?
Abstentions
If you are a stockholder of record and you vote “abstain” on the election of directors, the Exculpation Amendment (defined below), the Incentive Plan Amendment (defined below), the resolution to approve the compensation of our Named Executive Officers or the ratification of the appointment of the independent registered public accounting firm, your shares will not be voted on that matter but will be counted as present in person or by proxy and entitled to vote. Abstentions have the same effect as a vote “against” the election of directors, the Exculpation Amendment, the Incentive Plan Amendment, the resolution to approve the compensation of our Named Executive Officers and the ratification of the appointment of the independent registered public accounting firm.
In all cases, if you are a stockholder of record and you vote “abstain”, your shares will be counted for purposes of determining whether a quorum is present. If you are a beneficial owner holding shares through a nominee, you may instruct your nominee that you wish to abstain from voting on a proposal, and your vote will have the same effect as described above.
“Broker Non-Votes”
If you are a beneficial owner holding shares through a nominee and you fail to instruct the nominee how your shares should be voted on a particular matter, then your broker nominee may submit a vote on your behalf on “routine” matters. A broker nominee generally may not vote on “non-routine” matters without receiving your specific voting instructions. This is called a “broker non-vote.”
At the Annual Meeting, your broker nominee will not be able to submit a vote on any matter other than the ratification of the appointment of the independent registered public accounting firm, unless it receives your specific instructions. If your nominee does not receive your specific instructions for the remaining proposals, it will submit a broker non-vote.
Broker non-votes are counted as present and entitled to vote for quorum purposes, but are not considered entitled to vote and have no effect on the outcome of the election of directors, the Incentive Plan Amendment, the resolution to approve the compensation of our Named Executive Officers or the ratification of the appointment of the independent registered public accounting firm. However, because the Exculpation Amendment requires the affirmative vote of at least a majority of the voting power of the outstanding shares of our common stock, broker non-votes will have the same effect as a vote “against” this proposals.
The broker nominee, however, will be able to vote on the ratification of the appointment of our independent registered public accounting firm even if it does not receive your instructions, so we do not expect any broker non-votes will exist in connection with this proposal.
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8. What proposals will be voted on at the Annual Meeting, and what votes are required to approve each of the proposals?
The required vote for each of the proposals expected to be acted upon at the Annual Meeting and the treatment of abstentions and broker non-votes under each proposal are described below:
Proposal No. 1 — Election of directors. Directors are elected by the affirmative vote of a majority of the shares of the Company’s common stock that are present in person or represented by proxy and entitled to vote on the election of directors. As a result, abstentions will have the same effect as a vote “against” a nominee, but broker non-votes will have no effect on the outcome.
Proposal No. 2 — Approval of the amendment to the Current Certificate to reflect new Delaware law provisions regarding officer exculpation. This proposal (the “Exculpation Amendment”) must be approved by the affirmative vote of a majority of the voting power of the outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class. As a result, abstentions and broker non votes will have the same effect as a vote “against” the proposal.
Proposal No. 3 — Approval of the amendment to the Incentive Plan. This proposal (the “Incentive Plan Amendment”) must be approved by the affirmative vote of a majority of the shares of the Company’s common stock that are present in person or represented by proxy and entitled to vote thereon. As a result, abstentions will have the same effect as a vote “against” the proposal, but broker non-votes will have no effect on the outcome.
Proposal No. 4 — Approval of, on an advisory (non-binding) basis, the compensation of our Named Executive Officers. Because this proposal asks for a non-binding, advisory vote, there is no “required vote” that would constitute approval of the compensation of our Named Executive Officers. We value the opinions expressed by our stockholders with respect to this advisory vote, and our compensation committee, which is responsible for overseeing and administering our compensation programs, will consider the outcome of the vote, including whether the votes cast “for” this proposal represent the affirmative vote of the majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote when designing our compensation programs and making future compensation decisions for our Named Executive Officers. We will consider this advisory proposal approved if it receives the affirmative vote of the majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal. As a result, abstentions will have the same effect as a vote “against” the proposal. Broker non-votes will have no effect on the vote outcome.
Proposal No. 5 — Ratification of appointment of independent registered public accounting firm. This proposal must be approved by the affirmative vote of the majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote. As a result, abstentions will have the same effect as a vote “against” the proposal. As discussed above, we do not expect any broker non-votes with respect to this proposal.
9. How does the Board recommend you vote on the proposals?
“FOR” the election of each director nominee.
“FOR” the approval of the amendment to the Current Certificate to reflect new Delaware law provisions regarding officer exculpation.
“FOR” the approval of the amendment to the Incentive Plan.
“FOR” the approval of, on an advisory (non-binding) basis, the compensation of our Named Executive Officers.
“FOR” the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2023.
10. What do you need to do to attend the Annual Meeting?
The Annual Meeting will be a completely virtual meeting. There will be no physical meeting location. The meeting will only be conducted via live webcast. This virtual-meeting format uses technology designed to increase stockholder access and provide stockholders rights and opportunities to participate in the meeting similar to what they would have at an in-person meeting.
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In order to attend, you must register in advance at www.virtualshareholdermeeting.com/ONEW2023. As part of the registration process, you must enter the control number located in your Notice of Internet Availability, proxy card or voting instruction form. Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you access to the Annual Meeting and to vote and to submit questions during the Annual Meeting. Please be sure to follow the instructions found on your Notice of Internet Availability, proxy card or voting instruction form and subsequent instructions that will be delivered to you via email. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process.
On the day of the Annual Meeting, February 23, 2023, stockholders may begin to log in to the virtual-only Annual Meeting 15 minutes prior to the Annual Meeting. The Annual Meeting will begin promptly at 9:00 a.m. Eastern Time. Please allow ample time for online registration and login procedures.
We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting. If you encounter any difficulties accessing the virtual-only Annual Meeting platform, including any difficulties voting or submitting questions, you may call the technical support number that will be posted on the virtual meeting login page at www.virtualshareholdermeeting.com/ONEW2023.
11. Will I be able to ask questions and participate in the Annual Meeting?
We are aware of concerns that virtual meetings may diminish stockholder voices or reduce accountability and are taking steps to address these concerns. For example, our virtual meeting format enhances, rather than constrains, stockholder access, participation and communication because the online format allows stockholders to communicate with us during the Annual Meeting so they can ask questions to our Board, management and a representative from our independent registered public accounting firm.
We have reserved 20 minutes for stockholder questions at our Annual Meeting. We will answer stockholder questions as they come in, as time permits. We are committed to publicly answering each question received following the Annual Meeting, with the exception of any questions that are irrelevant to the purpose of the Annual Meeting or our business or that contain inappropriate or derogatory references. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.
12. What if I have technical difficulties or trouble accessing the Annual Meeting?
We encourage you to access the Annual Meeting before it begins. Online check-in will start approximately fifteen minutes before the meeting on February 23, 2023. If you have difficulty accessing the meeting, please call the technical support number that will be posted on the virtual meeting login page at www.virtualshareholdermeeting.com/ONEW2023. We will have technicians available to assist you.
13. You share an address with another stockholder. Why did you receive only one copy of the proxy materials, and how may you obtain an additional copy of the proxy materials?
The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for the proxy materials with respect to two or more stockholders sharing the same address by delivering a single set of the proxy materials addressed to those stockholders. This process, which is commonly referred to as “householding,” is intended to provide extra convenience for stockholders and cost savings to the companies.
A number of brokers with account holders who are stockholders may be “householding” our proxy materials. A single set of proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. If you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise, or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate set of materials, please notify your broker or the Company at OneWater Marine Inc., 6275 Lanier Islands Parkway, Buford, Georgia 30518 or (678) 541-6300, in each case Attention: Chief Financial Officer, and the Company will promptly deliver such additional materials to you. Stockholders who have multiple accounts in their names or who share an address with other stockholders can request “householding” and authorize your broker to discontinue mailings of multiple annual reports and proxy statements by contacting your broker or the Company at OneWater Marine Inc., 6275 Lanier Islands Parkway, Buford, Georgia 30518 or (678) 541-6300, in each case Attention: Chief Financial Officer.
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14. How will the results of voting be announced?
We expect to announce the preliminary voting results at the Annual Meeting. The final voting results will be tallied by the inspector of elections and published in a Current Report on Form 8-K, which we are required to file with the SEC within four business days after the Annual Meeting.
15. Who pays the costs of solicitation?
The Company will pay all of the costs of soliciting proxies. We will provide copies of our proxy materials to brokerage firms, fiduciaries and custodians for forwarding to beneficial owners who request printed copies of these materials and will reimburse these persons for their costs of forwarding these materials. Our directors, officers and employees may also solicit proxies by telephone, facsimile or personal solicitation; however, we will not pay these individuals additional compensation for any of these services.
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PROPOSAL NO. 1 – ELECTION OF DIRECTORS
Background
In February 2022, following approval by the Company’s stockholders at the 2022 Annual Meeting of Stockholders, the Company’s Current Certificate was amended to declassify the Board (the “Declassification Amendment”). Prior to the Declassification Amendment, the Board consisted of nine directors divided into three classes, and directors in each class were elected to serve three-year staggered terms that expired in successive years. At the 2022 Annual Meeting of Stockholders, as a result of the Board’s ongoing review of the Company’s corporate governance policies, the Board recommended that the Company’s stockholders approve the Declassification Amendment to enhance stockholder input, feedback and engagement through the annual meeting of stockholders process. As a result of the Declassification Amendment, commencing with this Annual Meeting, all directors will be elected annually for one-year terms.
The Board is currently made up of ten members: Anthony Aisquith, Christopher W. Bodine, Bari A. Harlam, Jeffrey B. Lamkin, Mitchell W. Legler, J. Steven Roy, John F. Schraudenbach, P. Austin Singleton, Keith R. Style and John G. Troiano. As described below, the Board has nominated Anthony Aisquith, Christopher W. Bodine, Bari A. Harlam, Jeffrey B. Lamkin, J. Steven Roy, John F. Schraudenbach, P. Austin Singleton and John G. Troiano for election at the Annual Meeting and each has indicated their willingness to serve if elected. Two of our current directors have not been nominated for election at the Annual Meeting: Mitchell W. Legler, who is not eligible for reelection under the mandatory retirement provisions of the Company’s corporate governance guidelines, and Keith R. Style. Accordingly, if shareholders approve the re-election of the eight nominated members at the Annual Meeting, our Board will automatically be reduced to eight members as of the date of the Annual Meeting. You may not vote by proxy or in person for a greater number of persons than the eight director nominees.
Nomination of Directors
The nominating and governance committee of our Board identifies, evaluates and recommends to the Board potential nominees for election to the Board. In reviewing potential nominees, the nominating and governance committee considers the qualifications of each potential nominee with the qualification standards set forth in its committee charter and in our corporate governance guidelines. Specifically, the nominating and governance committee considers, among other things, each potential nominee’s past Board and committee meeting attendance and performance; personal and professional integrity, including commitment to the Company’s core values; and relevant experiences, skills, qualifications and contributions that the nominee brings to the Board. The Board membership criteria are set forth in our corporate governance guidelines and nominating and governance committee charter, copies of which are available under “Investors > Corporate Governance > Governance Documents” on our website at www.onewatermarine.com. After reviewing the qualifications of potential Board candidates, the nominating and governance committee presents its recommendations to the Board, which selects the final director nominees. Upon the recommendation of the nominating and governance committee, the Board nominated Anthony Aisquith, Christopher W. Bodine, Bari A. Harlam, Jeffrey B. Lamkin, J. Steven Roy, John F. Schraudenbach, P. Austin Singleton and John G. Troiano for election as directors. The Company did not pay any fees to any third parties to identify or assist in identifying or evaluating nominees for the Annual Meeting. The nominating and governance committee considers stockholder nominees using the same criteria set forth above. Stockholders who wish to present a potential nominee to the nominating and governance committee for consideration for election at a future annual meeting of stockholders must provide the nominating and governance committee with notice of the recommendation and certain information regarding the candidate as described in our second amended and restated bylaws (the “Bylaws”) and within the time periods set forth under the caption “Notice of Stockholder Business and Nominations.”
Pursuant to our corporate governance guidelines, the Company endeavors to have a Board consisting of directors who possess the highest personal and professional ethics, integrity and values, and who are committed to representing the long-term interests of the Company and its stockholders. The nominating and governance committee will also consider such factors as diversity, including differences in viewpoints, background, education, gender, race or ethnicity, age and other individual qualifications and attributes. The Company is committed to considering candidates for the Board regardless of gender, race, ethnicity and national origin, and the nominating and governance committee will encourage a search firm, if retained, to seek to present diverse candidates among those candidates presented.
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Nominees
The nominating and governance committee has recommended, and the Board has nominated, Messrs. Aisquith, Bodine, Lamkin, Roy, Schraudenbach, Singleton and Troiano and Ms. Harlam to be elected as directors at the Annual Meeting. The following table sets forth the following information for Messrs. Aisquith, Bodine, Lamkin, Roy, Schraudenbach, Singleton and Troiano and Ms. Harlam: their respective ages as of the Record Date, the positions currently held with the Company and the year each was first elected or appointed a director of the Company.
Nominee/Director Name
Age
Position
Director
Since
Anthony Aisquith
55
President, Chief Operating Officer and Director
2020
Christopher W. Bodine
67
Director
2020
Bari A. Harlam
61
Director
2020
Jeffrey B. Lamkin
53
Director
2020
J. Steven Roy
62
Director
2022
John F. Schraudenbach
63
Director
2020
P. Austin Singleton
49
Founder, Chief Executive Officer and Director
2020
John G. Troiano
52
Director
2020
Mr. Legler, a current director and Chairman of the Board, is not eligible to be renominated as a director because the Company’s corporate governance guidelines prohibit nominating a director to a new term if he or she would be age 80 or older at the time of election unless the Board approves an exception on a case by case basis. Mr. Style, a current director, is not being renominated as a director.
Board Matrix
The following matrix provides information regarding each nominee for election as a director, including certain types of experiences and skills that the Board of Directors has determined are important. The matrix does not encompass all of the experiences and skills of our directors, and the fact that a particular experience or skill is not listed does not mean that a director does not possess it.
Experiences and Skills
Aisquith
Bodine
Harlam
Lamkin
Roy
Schraudenbach
Singleton
Troiano
Leadership Experience
Financial or Accounting Acumen
 
 
 
Industry Experience
 
 
 
 
 
Operational Experience
Public Company Experience
 
 
 
 
 
 
 
 
 
 
 
 
Race / Ethnicity
 
 
 
 
 
 
 
 
Caucasian / White
Black / African American
 
 
 
 
 
 
 
 
Other
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gender
 
 
 
 
 
 
 
 
Female
 
 
 
 
 
 
 
Male
 
Directors Nominated for Election
Anthony AisquithPresident, Chief Operating Officer and Director. Anthony Aisquith has served as our President and Chief Operating Officer since April 2019, as a Director since May 2020, and as the President and Chief Operating Officer of OneWater LLC (including its predecessor entity, Singleton Marine) since 2008. Mr. Aisquith served on the Board of Managers of OneWater LLC from 2014 until the IPO. Mr. Aisquith has 25 years of experience in the boating industry, and prior to joining OneWater LLC in 2008, he held several senior management positions at MarineMax (NYSE: HZO). Specifically, from 2003 to 2008, he served as Vice President, and from 2000 to 2008, he served as a Regional President, overseeing MarineMax’s operations in Georgia, North and South Carolina, Texas and California. Prior to serving as Regional President, Mr. Aisquith
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held a variety of management and sales positions at MarineMax. Before joining MarineMax in June of 1985, Mr. Aisquith worked for ten years in the auto industry. Our Board of Directors believes Mr. Aisquith’s extensive industry experience and his familiarity with the Company qualify him to serve as a director.
Christopher W. Bodine – Mr. Bodine has served on our Board of Directors since the closing of our IPO. Mr. Bodine retired as President, Health Care Services at CVS Caremark Corporation (NYSE: CVS) (“CVS Caremark”) after 24 years with CVS Caremark in 2009. During his tenure as President, Mr. Bodine was responsible for Strategy, Business Development, Trade Relations, Sales and Account Management, Pharmacy Merchandising, Marketing, Information Technology, and Minute Clinic. Mr. Bodine is currently Chairman and Director of Continuum RX Services, Inc. Mr. Bodine is also a Venture Partner at NewSpring Capital and a Director of Russell Medical Center Foundation. Prior to these positions, he was a director at Allergan plc (NYSE: AGN), Fred’s, Inc. (NASDAQ: FRED) and Nash-Finch Company. Mr. Bodine formerly served as a Trustee for Bryant University and is active with the Juvenile Diabetes Research Foundation and the American Heart Association. Mr. Bodine attended Troy State University and received an Honorary Doctorate Degree in Business Administration from Johnson & Wales University. Our Board of Directors believes Mr. Bodine is qualified to serve on our Board of Directors because of his prior leadership experience and his public company experience.
Bari A. Harlam – Ms. Harlam was appointed to our Board of Directors on May 12, 2020. Ms. Harlam is a business leader, marketer, educator and author. From April 2018 to March 2020, Ms. Harlam has served as, Chief Marketing Officer North America at Hudson’s Bay Company (TSX: HBC). She has also served on the Board of Directors of Eastern Bankshares, Inc. (NASDAQ: EBC) since February 2014, of Aterian, Inc. (NASDAQ: ATER) since February 2020, of Rite Aid Corporation (NYSE: RAD) since September 2020, and of Champion Petfoods, LP since March 2020. Prior to her time at Hudson’s Bay Company, she was EVP, Membership, Marketing & Analytics at BJ’s Wholesale Club (NYSE: BJ) from July 2012 to December 2016. Before joining BJ’s Wholesale Club, she served as Chief Marketing Officer at Swipely, now called Upserve, from August 2011 to July 2012 and prior to that, she served as SVP, Marketing at CVS Health (NYSE: CVS) from 2000 to August 2011. Early in her career, she was a Professor at Columbia University from July 1989 to July 1992 and The University of Rhode Island from July 1992 to July 2000. In addition, she was an Adjunct Professor at The Wharton School at The University of Pennsylvania from January 2015 to May 2018. She received a Bachelor of Science in Marketing and Decision Sciences, a Master of Science in Econometrics and a Ph.D. in Marketing from The University of Pennsylvania, The Wharton School. Our Board of Directors believes that Ms. Harlam is qualified to serve on our Board of Directors because of her extensive business and marketing experience as well as her prior board experience.
Jeffrey B. Lamkin – Mr. Lamkin has served on our Board of Directors since the closing of our IPO and served on the Board of Managers and on the Compensation Committee of OneWater LLC (including its predecessor entity, Singleton Marine) from 2012 until the IPO. Mr. Lamkin currently serves as the Chief Executive Officer of Sea Oats Group, a family office focused on luxury lifestyle businesses, and has served in this capacity since 2001. In addition to his role at Sea Oats Group, he serves as the Chief Executive Officer of Cinnamon Shore, a beach town development in Texas, and he is involved with the development of Lively Beach, a beach town development in Texas. Prior to his positions with Sea Oats Group and Cinnamon Shore, Mr. Lamkin spent approximately 16 years in the advertising and marketing industry, specializing in non-traditional media solutions, where he advised many Fortune 100 companies on marketing investments. Mr. Lamkin received a Bachelor of Science with a concentration in Management and a minor in Economics from Towson State University. Our Board of Directors believes Mr. Lamkin is qualified to serve on our Board of Directors because of his extensive business experience and his familiarity with OneWater LLC.
J. Steven Roy – Mr. Roy has served on our Board of Directors since August 2022. Mr. Roy has served as an independent financial advisor since 2019, managing investment activities for a large family office. Prior to working independently, Mr. Roy was the Chief Financial Officer for AAA Cooper Transportation (“ACT”) from 2004 to 2019, a multi-regional logistics company. Mr. Roy simultaneously served as a member of the ACT Board of Directors. Prior to that, he was the Executive Vice-President and Chief Financial Officer of Movie Gallery, Inc., a Nasdaq-listed video specialty retailer. Mr. Roy has served on the University of Alabama
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President’s Cabinet, and as a Director at the Business Council of Alabama and the Dothan Area Chamber of Commerce. Mr. Roy earned his B.S. in Accounting from the University of Alabama. Our Board of Directors believes that Mr. Roy is qualified to serve on our Board of Directors because of his public company experience, as well as his financial and leadership background.
John F. Schraudenbach – Mr. Schraudenbach has served on our Board of Directors since the closing of our IPO. Mr. Schraudenbach is a partner with The Goodwin Group, an executive retained search firm. Prior to joining Goodwin, Mr. Schraudenbach held various positions at Ernst & Young for 37 years until his retirement in June 2019. He served as the Americas Senior Client Service Partner at Ernst & Young beginning in 2014, where he established structure and policies for Ernst & Young’s Americas Assurance practice. Prior to this, Mr. Schraudenbach was the Managing Partner of Business Development for the Southeast U.S. Region and an Audit Partner. Mr. Schraudenbach serves on the board of Printpack, Inc., a private manufacturer of packaging materials for consumer products and other industries. Mr. Schraudenbach also serves on the University of Georgia Foundation Board as well as various other civic organizations. Mr. Schraudenbach received both a Bachelor and Masters of Accounting from the University of Georgia. He was a Certified Public Accountant. Our Board of Directors believes Mr. Schraudenbach is qualified to serve on our Board of Directors because of his substantial financial and audit expertise.
P. Austin SingletonFounder, Chief Executive Officer and Director. P. Austin Singleton has served as our Chief Executive Officer and Director since April 2019, the Chief Executive Officer of One Water Marine Holdings, LLC (“OneWater LLC”) since its formation in 2014, and the Chief Executive Officer of Singleton Marine, which later merged with Legendary Marine to form OneWater LLC, since 2006. Mr. Singleton served on the Board of Managers of OneWater LLC from its formation in 2006 until our initial public offering (the “IPO”). Mr. Singleton first joined Singleton Marine in 1988, shortly after his family founded Singleton Marine in 1987. Prior to his role as the Chief Executive Officer of OneWater LLC, Mr. Singleton worked in substantially all positions within the dealership from the fuel dock, to the service department, to the sales department, to general manager. Mr. Singleton studied Business and Finance at Auburn University. Mr. Singleton was selected as a director due to his management and extensive industry experience.
John G. Troiano – Mr. Troiano has served on our Board of Directors since the closing of our IPO and served on the Board of Managers and as Chairman of the Compensation Committee of OneWater LLC from October 2016 until the IPO. Mr. Troiano is the Managing Partner and CEO of The Beekman Group (collectively “Beekman”), which he co-founded in 2004. Mr. Troiano spent two years at the mergers and acquisitions boutique firm Gleacher & Company, Inc. before joining Onex Corporation (TSX: ONEX) in 1996, where he became a Managing Director in Onex Corporation’s New York office in 1999. Mr. Troiano serves on the Board and is a Chairman of numerous Beekman portfolio companies. Mr. Troiano is on the board of two academic institutions and is involved with various charitable organizations. Mr. Troiano graduated summa cum laude with a B.S. in Economics from The Wharton School of The University of Pennsylvania with concentrations in Finance and Accounting. Mr. Troiano then earned an M.B.A. from Harvard Business School. Our Board of Directors believes Mr. Troiano is qualified to serve on our Board of Directors because of his financial expertise and prior professional experience.
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Board Diversity Matrix
The table below provides certain highlights of the composition of our Board members and nominees as of January 4, 2023. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f).
Board Diversity Matrix (As of January 4, 2023)
Total Number of Directors
 
 
10
 
 
 
Female
Male
 
Non-Binary
Did Not
Disclose
Gender
Part I: Gender Identity
 
 
 
 
 
Directors
1
9
 
Part II: Demographic Background
 
 
 
 
 
African American or Black
 
Alaskan Native or Native American
 
Asian
 
Hispanic or Latinx
 
Native Hawaiian or Pacific Islander
 
White
1
9
 
Two or More Races or Ethnicities
 
LGBTQ+
 
 
 
 
Did Not Disclose Demographic Background
 
 
 
 
Vote Required
The nominees who receive the affirmative vote of a majority of the shares of the Company’s common stock that are present in person or represented by proxy and entitled to vote will be elected as directors, to hold office until the 2024 Annual Meeting of Stockholders and until their successors are elected and qualified, unless they resign or their seats become vacant due to removal or death. Abstentions will have the effect of a vote against a nominee and broker non-votes will not affect the election of directors.
Holders of proxies solicited by this proxy statement will vote the proxies received by them as directed on the proxy card or, if no direction is given, then FOR the election of the nominees named in this proxy statement.
THE BOARD RECOMMENDS A VOTE “FOR” THE EIGHT DIRECTOR NOMINEES IDENTIFIED ABOVE.
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PROPOSAL NO. 2 – APPROVAL OF THE AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO REFLECT NEW DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION
Background
The State of Delaware, which is the Company’s state of incorporation, recently enacted legislation that enables Delaware companies to limit the liability of certain officers in limited circumstances under Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”). The new Delaware legislation only permits, and, if our Exculpation Amendment is adopted, our amended and restated certificate of incorporation would only permit, exculpation for direct claims brought by stockholders for breach of an officer’s fiduciary duty of care, including class actions, but would not eliminate officers’ monetary liability for breach of fiduciary duty claims brought by the Company itself or for derivative claims brought by stockholders in the name of the Company. Furthermore, the limitation on liability would not apply to breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. The rationale for limiting the scope of liability, as further described below, is to strike a balance between stockholders’ interest in accountability and their interest in the Company being able to attract and retain quality officers to work on its behalf.
The Board has unanimously approved the Exculpation Amendment, subject to stockholder approval. The Board has unanimously determined that the Exculpation Amendment is advisable and in the best interests of the Company and our stockholders, and, in accordance with the DGCL, hereby seeks approval of the Exculpation Amendment by our stockholders.
Reasons for the Exculpation Amendment
The nominating and governance committee believes that there is a need for directors and officers to remain free of the risk of financial ruin as a result of an unintentional misstep. Furthermore, adopting the Exculpation Amendment would ensure that the Company remains able to attract and retain the most qualified officers. The nominating and governance committee has additionally determined that the proposed provision would not negatively impact stockholder rights. Thus, in light of the narrow class and type of claims for which officers’ liability would be exculpated, and the benefits that the nominating and governance committee believe would accrue to the Company and its stockholders in the form of an enhanced ability to attract and retain quality officers, the nominating and governance committee recommended to the Board the Exculpation Amendment.
Frequently, directors and officers must make decisions in response to time-sensitive opportunities and challenges, which can create substantial risk of investigations, claims, actions, suits or proceedings seeking to impose liability on the basis of hindsight, especially in the current litigious environment and regardless of merit. Limiting concern about personal risk would empower both directors and officers to best exercise their business judgment in furtherance of stockholder interests. Furthermore, the Company expects its peers to adopt exculpation clauses that limit the personal liability of officers in their Certificate of Incorporation and failing to adopt the amendment could impact our recruitment and retention of exceptional officer candidates that conclude that the potential exposure to liabilities, costs of defense and other risks of proceedings exceeds the benefits of serving as an officer of the Company.
Adopting the Exculpation Amendment would better position the Company to attract top officer candidates and retain our current officers and enable the officers to exercise their business judgment in furtherance of the interests of the stockholders without the potential for distraction posed by the risk of personal liability. This amendment will also more generally align the protections available to our directors with those available to our officers. In view of the above considerations, our Board has unanimously determined to provide for the exculpation of officers as proposed.
Proposed Exculpation Amendment
The Board is asking our stockholders to approve the amendment to Article NINTH of our Current Certificate. The text of the Exculpation Amendment is attached hereto as Appendix A, with additions marked with bold, underlined text and deletions indicated by strike-out text.
Effectiveness of the Exculpation Amendment
If the Exculpation Amendment is approved by our stockholders, the Exculpation Amendment will become effective upon the filing of a Certificate of Amendment with the Delaware Secretary of State, which filing is
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expected to occur as soon as reasonably practicable after the Annual Meeting. If the Exculpation Amendment is not approved by our stockholders, the Current Certificate will not be amended, and no exculpation will be provided for our officers.
Vote Required
Approval of the Exculpation Amendment requires the affirmative vote of a majority of the voting power of the outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class. As a result, abstentions and broker non-votes will have the same effect as a vote “against” this proposal.
Holders of proxies solicited by this proxy statement will vote the proxies received by them as directed on the proxy card or, if no direction is given, then FOR the approval of the Exculpation Amendment.
THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE PROPOSED AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO REFLECT NEW DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION.
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PROPOSAL NO. 3 – APPROVAL OF THE AMENDMENT TO THE ONEWATER MARINE INC. 2020 OMNIBUS INCENTIVE PLAN
Background
At the Annual Meeting, stockholders will be asked to approve the Incentive Plan Amendment, which increases the limitation on the aggregate value of awards that may be issued under the Incentive Plan in any calendar year to our non-employee directors. The Incentive Plan provides that the maximum value of cash and shares of our Class A common stock subject to awards granted under the Incentive Plan in any calendar year to our non-employee directors may not exceed $75,000. The Board believes that the Incentive Plan has assisted in our recruitment and retention of qualified non-employee directors and has helped align their interests with the interests of our stockholders. The Board believes that the Incentive Plan Amendment will allow us to remain competitive among our peers and to continue to promote these interests. If approved by our stockholders, the Incentive Plan Amendment would become effective on February 23, 2023.
On February 6, 2020 (the “Effective Date”), the Board adopted, and our stockholders approved, the Incentive Plan. On December 1, 2022, the Board adopted the Incentive Plan Amendment, subject to the approval of our stockholders. The purpose of the Incentive Plan Amendment is to increase the limitation on the value of cash and shares of our Class A common stock subject to awards that may be granted under the Incentive Plan in any calendar year from $75,000 to $750,000. As discussed below, the Board approved, subject to stockholder approval of the Incentive Plan Amendment, an updated director compensation policy which will increase the value of the annual restricted stock unit awards granted to non-employee directors from $75,000 to $125,000. Further, the nominating and corporate governance committee of the Board approved the grant of a total of 25,288 restricted stock units to certain of our non-employee directors, subject to stockholder approval of this proposal. The total number of shares of our Class A common stock reserved for issuance pursuant to awards under the Incentive Plan is equal to 10% of our fully diluted shares outstanding from time to time. As of September 30, 2022, 1,564,156 shares of our Class A common stock remained available for issuance under the Incentive Plan. For a further discussion of the securities authorized for issuance under the Incentive Plan, see “Equity Compensation Plan Information” below. The closing market price of our shares of Class A common stock as of January 4, 2023 was $28.47 per share, as reported on the Nasdaq.
Reasons for the Incentive Plan Amendment
The Board believes it is advisable and in the best interests of the Company and our stockholders to increase the annual limitation on the aggregate value of awards that may be granted under the Incentive Plan in any calendar year to our non-employee directors. The Board believes that equity awards assist in recruiting, retaining and motivating directors by giving them an opportunity to obtain long-term equity participation in the Company. In addition, equity awards are an important contributor to aligning the incentives of our directors with the interests of our stockholders. The Board also believes equity awards are essential to attracting new non-employee directors. Qualified non-employee directors are critical to our continued success. The Board believes that we must provide non-employee directors with equity-based compensation that is competitive with the equity incentives offered by our peers. The inability to offer such equity incentives to new and current non-employee directors would put us at a competitive disadvantage with respect to attracting and retaining qualified non-employee directors.
Consequences of Failing to Approve the Incentive Plan Amendment
The Incentive Plan Amendment will not be implemented unless approved by stockholders. If the Incentive Plan Amendment is not approved by stockholders, the Incentive Plan will remain in effect in its present form and we will continue to grant awards thereunder until the share reserve under the Incentive Plan is exhausted or the Incentive Plan expires. If that occurs, we may be compelled to increase significantly the cash component of our director compensation, which may not necessarily align director compensation interests with the investment interests of our stockholders, as well as the alignment provided by equity-based awards. Replacing equity awards with cash would also increase cash compensation expense and use cash that could be better utilized if reinvested in our businesses or returned to our stockholders.
Description of the Incentive Plan
A summary description of the material features of the Incentive Plan, as amended to reflect the Incentive Plan Amendment, is set forth below. This summary does not purport to be a complete description of all the
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provisions of the Incentive Plan or the Incentive Plan Amendment and is qualified in its entirety by reference to (i) the Incentive Plan, which was filed as Exhibit 10.5 to our Current Report on Form 8-K on February 18, 2020 and is incorporated by reference herein, and (ii) the Incentive Plan Amendment, which is attached as Appendix B to this proxy statement and is incorporated by reference herein. The purpose of the Incentive Plan is to provide incentives to our employees, non-employee directors and other service providers in order to induce them to work for the benefit of, and to promote the success of, the Company and its affiliates and to attract, reward and retain key personnel.
Incentive Plan Share Limits. Subject to adjustment in the event of certain transactions or changes of capitalization in accordance with the Incentive Plan, the total number of shares of our Class A common stock reserved for issuance pursuant to awards under the Incentive Plan is equal to 10% of our fully diluted shares outstanding from time to time. The total number of shares reserved for issuance under the Incentive Plan that may be issued pursuant to incentive stock options (which generally are stock options that meet the requirements of Section 422 of the Code) is 673,777. Class A common stock subject to an award that expires or is cancelled, forfeited, exchanged, settled in cash or otherwise terminated without delivery of shares (including forfeiture of restricted stock awards) and shares withheld to pay the exercise price of, or to satisfy the withholding obligations with respect to, an award will again be available for delivery pursuant to other awards under the Incentive Plan.
The Incentive Plan provides that the maximum value of cash and shares of our Class A common stock subject to awards granted under the Incentive Plan in any calendar year to our non-employee directors may not exceed $75,000. If approved by our stockholders, the Incentive Plan Amendment would increase such limitation to $750,000 and would further provide that awards may be granted in excess of such limit in the first year a non-employee director joins the Board, serves on a special committee or serves as lead director or chair of the Board.
Administration. The Incentive Plan is administered by our Board, except to the extent the Board elects a committee of directors to administer the Incentive Plan (the “administrator”). The administrator has broad discretion to administer the Incentive Plan, including the power to determine the eligible individuals to whom awards will be granted, the number and type of awards to be granted and the terms and conditions of awards. The administrator may also accelerate the vesting or exercise of any award and make all other determinations and take all other actions necessary or advisable for the administration of the Incentive Plan.
Eligibility. Any individual who is our officer or employee or an officer or employee of any of our affiliates, and any other person who provides services to us or our affiliates, including members of our Board, are eligible to receive awards under the Incentive Plan at the discretion of the administrator.
Incentive Plan Awards. The Incentive Plan provides for the grant, from time to time, at the discretion of our Board or a committee thereof, of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units, stock awards, dividend equivalents, other stock-based awards, cash awards, substitute awards and performance awards.
Stock Options. The administrator may grant incentive stock options and options that do not qualify as incentive stock options (“ISOs”), except that incentive stock options may only be granted to persons who are our employees or employees of one of our subsidiaries, in accordance with Section 422 of the Code. The exercise price of a stock option generally cannot be less than 100% of the fair market value of a share of our Class A common stock on the date on which the option is granted and the option must not be exercisable for longer than ten years following the date of grant. In the case of an incentive stock option granted to an individual who owns (or is deemed to own) at least 10% of the total combined voting power of all classes of our capital stock, the exercise price of the stock option must be at least 110% of the fair market value of a share of our Class A common stock on the date of grant and the option must not be exercisable more than five years from the date of grant.
Stock Appreciation Rights. A SAR is the right to receive an amount equal to the excess of the fair market value of one share of our Class A common stock on the date of exercise over the grant price of the SAR. The grant price of a SAR generally cannot be less than 100% of the fair market value of a share of our Class A common stock on the date on which the SAR is granted. The term of a SAR may not exceed ten years. SARs may be granted in connection with, or independent of, a stock option. SARs may be paid in cash, Class A common stock or a combination of cash and Class A common stock, as determined by the administrator.
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Restricted Stock. Restricted stock is a grant of shares of Class A common stock subject to the restrictions on transferability and risk of forfeiture imposed by the administrator. In the discretion of the administrator, dividends distributed prior to vesting may be subject to the same restrictions and risk of forfeiture as the restricted stock with respect to which the distribution was made.
Restricted Stock Units. A restricted stock unit is a right to receive cash, Class A common stock or a combination of cash and Class A common stock at the end of a specified period equal to the fair market value of one share of our Class A common stock on the date of vesting. Restricted stock units may be subject to the restrictions, including a risk of forfeiture, imposed by the administrator.
Stock Awards. A stock award is a transfer of unrestricted shares of our Class A common stock on terms and conditions determined by the administrator.
Dividend Equivalents. Dividend equivalents entitle an individual to receive cash, shares of Class A common stock, other awards, or other property equal in value to dividends or other distributions paid with respect to a specified number of shares of our Class A common stock. Dividend equivalents may be awarded on a free-standing basis or in connection with another award (other than an award of restricted stock or a stock award). The administrator may provide that dividend equivalents will be paid or distributed when accrued or at a later specified date, including at the same time and subject to the same restrictions and risk of forfeiture as the award with respect to which the dividends accrue if they are granted in tandem with another award.
Other Stock-Based Awards. Subject to limitations under applicable law and the terms of the Incentive Plan, the administrator may grant other awards related to our Class A common stock. Such awards may include, without limitation, awards that are convertible or exchangeable debt securities, other rights convertible or exchangeable into our Class A common stock, purchase rights for Class A common stock, awards with value and payment contingent upon our performance or any other factors designated by the administrator, and awards valued by reference to the book value of our Class A common stock or the value of securities of, or the performance of, our affiliates.
Cash Awards. The Incentive Plan permits the grant of awards denominated in and settled in cash as an element of or supplement to, or independent of, any award under the Incentive Plan.
Substitute Awards. Awards may be granted in substitution or exchange for any other award granted under the Incentive Plan or any other right of an eligible person to receive payment from us. Awards may also be granted under the Incentive Plan in substitution for similar awards held by individuals who become eligible persons as a result of a merger, consolidation or acquisition of another entity or the assets of another entity by or with us or one of our affiliates.
Performance Awards. Performance awards represent awards with respect to which a participant’s right to receive cash, shares of our Class A common stock, or a combination of both, is contingent upon the attainment of one or more specified performance measures during a specified period. The administrator will determine the applicable performance period, the performance goals and such other conditions that apply to each performance award. The administrator may use any business criteria and other measures of performance it deems appropriate in establishing the performance goals applicable to a performance award.
Recapitalization. In the event of any change in our capital structure or business or other corporate transaction or event that would be considered an equity restructuring, the administrator shall or may (as required by applicable accounting rules) equitably adjust the (i) aggregate number or kind of shares that may be delivered under the Incentive Plan, (ii) the number or kind of shares or amount of cash subject to an award, (iii) the terms and conditions of awards, including the purchase price or exercise price of awards and performance goals, and (iv) the applicable share-based limitations with respect to awards provided in the Incentive Plan, in each case to equitably reflect such event.
Change in Control. Except to the extent otherwise provided in any applicable award agreement, no award will vest solely upon the occurrence of a change in control. In the event of a change in control or other changes to us or our Class A common stock, our Board may, at its discretion, (i) accelerate the time of exercisability of an award, (ii) require awards to be surrendered in exchange for a cash payment (including cancelling a stock option or SAR for no consideration if it has an exercise price or the grant price less than the value paid in the transaction), or (iii) make any other adjustments to awards that the administrator deems appropriate to reflect the applicable transaction or event (including the assumption of awards by a successor).
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No Repricing. Except in connection with (i) the issuance of substitute awards granted to new service providers in connection with a transaction or (ii) adjustments to awards granted under the Incentive Plan as a result of a transaction or recapitalization involving us, without the approval of the stockholders of OneWater Inc., the terms of an outstanding option or SAR may not be amended to reduce the exercise price or grant price or to take any similar action that would have the same economic result.
Clawback. All awards granted under the Incentive Plan are subject to reduction, cancellation or recoupment under any written clawback policy that we may adopt and that we determine should apply to awards under the Incentive Plan.
Amendment and Termination. The Incentive Plan will automatically expire on the tenth anniversary of the Effective Date. Our Board may amend or terminate the Incentive Plan at any time, subject to stockholder approval if required by applicable law, rule or regulation, including the rules of the stock exchange on which our shares of Class A common stock are listed. Our Board may amend the terms of any outstanding award granted under the Incentive Plan at any time so long as the amendment would not adversely affect the rights of a participant under a previously granted award without the participant’s consent (or unless required by law or unless necessary to preserve the economic value of an award).
U.S. Federal Income Tax Consequences
The following discussion is for general information only and is intended to summarize briefly the United States federal income tax consequences to participants arising from participation in the Incentive Plan. This description is based on current law, which is subject to change (possibly retroactively). The tax treatment of a participant in the Incentive Plan may vary depending on his particular situation and may, therefore, be subject to special rules not discussed below. No attempt has been made to discuss any potential foreign, state, or local tax consequences. In addition, nonqualified stock options and SARs with an exercise price less than the fair market value of shares of common stock on the date of grant, SARs payable in cash, restricted stock units, and certain other awards that may be granted pursuant to the Incentive Plan, could be subject to additional taxes unless they are designed to comply with certain restrictions set forth in Section 409A of the Internal Revenue Code and guidance promulgated thereunder.
Tax Consequences to Participants under the Incentive Plan
Options and SARs. Participants will not realize taxable income upon the grant of an option or a SAR. Upon the exercise of a nonqualified stock option or a SAR, a participant will recognize ordinary compensation income (subject to withholding if the participant is an employee) in an amount equal to the excess of (i) the amount of cash and the fair market value of the shares of common stock received, over (ii) the exercise price of the award. A participant will generally have a tax basis in any shares of common stock received pursuant to the exercise of a nonqualified stock option or SAR that equals the fair market value of such shares of common stock on the date of exercise. Subject to the discussion under “—Tax Consequences to the Company” below, the Company will be entitled to a deduction for federal income tax purposes that corresponds as to timing and amount with the compensation income recognized by a participant under the foregoing rules. When a participant sells the shares of common stock acquired as a result of the exercise of a nonqualified stock option or SAR, any appreciation (or depreciation) in the value of the shares of common stock after the exercise date is treated as long- or short-term capital gain (or loss) for federal income tax purposes, depending on the holding period. The shares of common stock must be held for more than 12 months to qualify for long-term capital gain treatment.
Participants eligible to receive an option intended to qualify as an incentive option (i.e., under Section 422 of the Code) will not recognize taxable income on the grant of an incentive option. Upon the exercise of an incentive option, a participant will not recognize taxable income, although the excess of the fair market value of the shares of common stock received upon exercise of the incentive option (“ISO Shares”) over the exercise price will increase the alternative minimum taxable income of the participant, which may cause such participant to incur alternative minimum tax. The payment of any alternative minimum tax attributable to the exercise of an incentive option would be allowed as a credit against the participant’s regular tax liability in a later year to the extent the participant’s regular tax liability is in excess of the alternative minimum tax for that year.
Upon the disposition of ISO Shares that have been held for the required holding period (generally, at least two years from the date of grant and one year from the date of exercise of the incentive option), a participant will generally recognize capital gain (or loss) equal to the excess (or shortfall) of the amount received in the
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disposition over the exercise price paid by the participant for the ISO Shares. However, if a participant disposes of ISO Shares that have not been held for the requisite holding period (a “Disqualifying Disposition”), the participant will recognize ordinary compensation income in the year of the Disqualifying Disposition in an amount equal to the amount by which the fair market value of the ISO Shares at the time of exercise of the incentive option (or, if less, the amount realized in the case of an arm’s length disposition to an unrelated party) exceeds the exercise price paid by the participant for such ISO Shares. A participant would also recognize capital gain to the extent the amount realized in the Disqualifying Disposition exceeds the fair market value of the ISO Shares on the exercise date. If the exercise price paid for the ISO Shares exceeds the amount realized (in the case of an arm’s-length disposition to an unrelated party), such excess would ordinarily constitute a capital loss.
The Company will generally not be entitled to any federal income tax deduction upon the grant or exercise of an incentive option, unless a participant makes a Disqualifying Disposition of the ISO Shares. If a participant makes a Disqualifying Disposition, the Company will then, subject to the discussion below under “—Tax Consequences to the Company,” be entitled to a tax deduction that corresponds as to timing and amount with the compensation income recognized by a participant under the rules described in the preceding paragraph.
Under current rulings, if a participant transfers previously held shares of common stock (other than ISO Shares that have not been held for the requisite holding period) in satisfaction of part or all of the exercise price of an option, whether a nonqualified stock option or an incentive option, no additional gain will be recognized on the transfer of such previously held shares of common stock in satisfaction of the nonqualified stock option or incentive option exercise price (although a participant would still recognize ordinary compensation income upon exercise of a nonqualified stock option in the manner described above). Moreover, that number of shares of common stock received upon exercise which equals the number of previously held shares of common stock surrendered in satisfaction of the nonqualified stock option or incentive option exercise price will have a tax basis that equals, and a capital gains holding period that includes, the tax basis and capital gains holding period of the previously held shares of common stock surrendered in satisfaction of the nonqualified stock option or incentive option exercise price. Any additional shares of common stock received upon exercise will have a tax basis that equals the amount of cash (if any) paid by the participant, plus the amount of compensation income recognized by the participant under the rules described above.
The Incentive Plan generally prohibits the transfer of awards other than by will or according to the laws of descent and distribution or pursuant to a qualified domestic relations order, but the Incentive Plan allows the committee to permit the transfer of awards (other than incentive options), in its discretion. For income and gift tax purposes, certain transfers of nonqualified stock options should generally be treated as completed gifts, subject to gift taxation.
The Internal Revenue Service has not provided formal guidance on the income tax consequences of a transfer of nonqualified stock options (other than in the context of divorce) or SARs. However, the Internal Revenue Service has informally indicated that after a transfer of options (other than in the context of divorce pursuant to a domestic relations order), the transferor will recognize income, which will be subject to withholding, and FICA/FUTA taxes will be collectible at the time the transferee exercises the options. If a nonqualified stock option is transferred pursuant to a domestic relations order, the transferee will recognize ordinary income upon exercise by the transferee, which will be subject to withholding, and FICA/FUTA taxes (attributable to and reported with respect to the transferor) will be collectible from the transferee at such time.
In addition, if a participant transfers a vested nonqualified stock option to another person and retains no interest in or power over it, the transfer is treated as a completed gift. The amount of the transferor’s gift (or generation-skipping transfer, if the gift is to a grandchild or later generation) equals the value of the nonqualified stock option at the time of the gift. The value of the nonqualified stock option may be affected by several factors, including the difference between the exercise price and the fair market value of the shares of common stock, the potential for future appreciation or depreciation of the shares of common stock, the time period of the nonqualified stock option and the illiquidity of the nonqualified stock option. The transferor will be subject to a federal gift tax, which will be limited by (i) the annual exclusion of $17,000 per donee (for 2023, subject to adjustment in future years), (ii) the transferor’s lifetime unified credit, or (iii) the marital or charitable deductions. The gifted nonqualified stock option will not be included in the participant’s gross estate for purposes of the federal estate tax or the generation-skipping transfer tax.
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This favorable tax treatment for vested nonqualified stock options has not been extended to unvested nonqualified stock options. Whether such consequences apply to unvested nonqualified stock options or to SARs is uncertain and the gift tax implications of such a transfer is a risk that the transferor will bear upon such a disposition.
Other Awards: Stock Awards, Restricted Stock Units, Other Stock-Based Awards, and Cash Awards. A participant will recognize ordinary compensation income upon receipt of cash pursuant to a cash award or, if earlier, at the time the cash is otherwise made available for the participant to draw upon. Individuals will not have taxable income at the time of grant of a restricted stock unit award, but rather, will generally recognize ordinary compensation income at the time he or she receives cash or shares of common stock in settlement of the restricted stock unit award, as applicable, in an amount equal to the cash or the fair market value of the shares of common stock received.
A recipient of a stock award or other stock-based award or the receipt of shares pursuant to an incentive award or performance award generally will be subject to tax at ordinary income tax rates on the fair market value of the shares of common stock when received, reduced by any amount paid by the recipient; however, if the shares of common stock are not transferable and are subject to a substantial risk of forfeiture when received, a participant will recognize ordinary compensation income in an amount equal to the fair market value of the shares of common stock (i) when the shares of common stock first become transferable and are no longer subject to a substantial risk of forfeiture, in cases where a participant does not make a valid election under Section 83(b) of the Code, or (ii) when the award is received, in cases where a participant makes a valid election under Section 83(b) of the Code. If a Section 83(b) election is made and the shares of common stock are subsequently forfeited, the recipient will not be allowed to take a deduction for the value of the forfeited shares of common stock. If a Section 83(b) election has not been made, any dividends received with respect to Restricted Stock that are subject at that time to a risk of forfeiture or restrictions on transfer generally will be treated as compensation that is taxable as ordinary income to the recipient; otherwise the dividends will be treated as dividends.
A participant who is an employee will be subject to withholding for federal, and generally for state and local, income taxes at the time he or she recognizes income under the rules described above. The tax basis in the shares of common stock received by a participant will equal the amount recognized by the participant as compensation income under the rules described in the preceding paragraph, and the participant’s capital gains holding period in those shares of common stock will commence on the later of the date the shares of common stock are received or the restrictions lapse. Subject to the discussion below under “—Tax Consequences to the Company,” the Company will be entitled to a deduction for federal income tax purposes that corresponds as to timing and amount with the compensation income recognized by a participant under the foregoing rules.
Tax Consequences to the Company
Reasonable Compensation. In order for the amounts described above to be deductible by the Company (or a subsidiary), such amounts must constitute reasonable compensation for services rendered or to be rendered and must be ordinary and necessary business expenses.
Golden Parachute Payments. The ability of the Company (or the ability of one of its subsidiaries) to obtain a deduction for future payments under the Incentive Plan could also be limited by the golden parachute rules of Section 280G of the Code, which prevent the deductibility of certain excess parachute payments made in connection with a change in control of an employer-corporation.
Section 162(m). The ability of the Company (or the ability of one of its subsidiaries) to obtain a deduction for amounts paid under the Incentive Plan could be limited by Section 162(m) of the Code. Section 162(m) of the Code limits the Company’s ability to deduct compensation, for federal income tax purposes, paid during any year to a “covered employee” (within the meaning of Section 162(m) of the Code) in excess of $1,000,000.
New Plan Benefits
The grant of stock options or other awards under the Incentive Plan is subject to the discretion of the administrator. As of the date of this proxy statement, there has been no determination by the administrator with respect to future awards under the Incentive Plan other than as set forth below. Accordingly, future awards, other than as described below, are not determinable.
The nominating and governance committee of our Board approved, subject to and effective upon stockholder approval of the Incentive Plan Amendment, the award of 12,000 restricted stock units to Mitchell W. Legler in
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recognition of his long term service to, and retirement from, the Board (the “Proposed Legler Award”). Further, the Board approved an updated director compensation policy, which, subject to approval of this proposal, will increase the value of the annual restricted stock unit awards granted to non-employee directors from $75,000 to $125,000 (the “Annual Equity Award Increase”). As a result, the nominating and governance committee of our Board approved, subject to and effective upon stockholder approval of the Incentive Plan Amendment, the award of 1,661 restricted stock units to our non-employee directors which will vest in full on September 30, 2023, subject to the directors’ continued service on our Board through such date (the “Proposed Director Awards” and, together with the Proposed Legler Award, the “Proposed Awards”). The number of shares subject to the Proposed Director Awards was determined by dividing $50,000, the amount of the proposed Annual Equity Award Increase, by $30.11, the closing price of our Class A common stock on September 30, 2022. If this proposal is approved, the Annual Equity Award Increase and the Proposed Awards will become effective and, in accordance with the updated director compensation policy, the grant date fair value of the annual awards of restricted stock units granted to the Company’s non-employee directors will increase from $75,000 to $125,000 going forward.
Name
Position
Number of Shares
Subject to Restricted
Stock Unit Awards
Proposed to be Granted(1)
Per Share Value
of Proposed
Restricted
Stock Unit
Awards(2)
Mitchell W. Legler
Chairman of the Board
13,661(3)(4)
$28.47
John F. Schraudenbach
Director
1,661(4)
$28.47
John G. Troiano
Director
1,661(4)
$28.47
Christopher W. Bodine
Director
1,661(4)
$28.47
Jeffrey B. Lamkin
Director
1,661(4)
$28.47
Bari A. Harlam
Director
1,661(4)
$28.47
Keith R. Style
Director
1,661(4)
$28.47
J. Steven Roy
Director
1,661(4)
$28.47
All Other Employees and Directors
(1)
The Proposed Award will become effective only if our stockholders approve this proposal at the Annual Meeting.
(2)
Represents the closing sales price of our Class A common stock on January 4, 2023, as reported on the Nasdaq.
(3)
Upon stockholder approval of this proposal, Mr. Legler’s award will vest in full on the earliest of (i) Mr. Legler’s termination due to his death or disability, (ii) Mr. Legler’s termination following a change in control of the Company and (iii) April 20, 2023, subject to Mr. Legler’s continuous service to the Company through such date.
(4)
Upon stockholder approval of this proposal, the Proposed Director Awards will vest in full on September 30, 2023, subject to the directors’ continued service on our Board through such date.
Vote Required
Approval of the Incentive Plan Amendment requires the affirmative vote of a majority of the shares of the Company’s common stock that are present in person or represented by proxy and entitled to vote thereon. As a result, abstentions will have the same effect as a vote “against” this proposal, but broker non-votes will have no effect on the outcome.
Holders of proxies solicited by this proxy statement will vote the proxies received by them as directed on the proxy card or, if no direction is given, then FOR the approval of the Incentive Plan Amendment.
THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE INCENTIVE PLAN AMENDMENT.
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PROPOSAL NO. 4 – APPROVAL OF, ON AN ADVISORY (NON-BINDING) BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Background
Our Board is committed to excellence in governance. As part of this commitment, in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and as required by Rule 14a-21 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our Board is providing our stockholders with an opportunity to cast an advisory (non-binding) vote on a resolution to approve the compensation of our Named Executive Officers.
As described below under “Executive Compensation – Compensation Discussion and Analysis,” we have developed a compensation program that is designed to attract, retain and motivate key executives responsible for our success, to provide incentives that reward achievement of performance goals that directly correlate to the enhancement of stockholder value and to align our executives’ interests with those of our stockholders by rewarding short-term and long-term performance and tying a significant portion of our executive officers’ compensation to increases in stockholder value. We believe our executive compensation program strikes an appropriate balance between the implementation of responsible, measured compensation practices and the effective provision of incentives for our Named Executive Officers to exert their best efforts for our success.
We are asking for stockholder approval, on a non-binding, advisory basis, of the compensation of our Named Executive Officers as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, which includes the disclosures in the “Executive Compensation – Compensation Discussion and Analysis” section below, the compensation tables, the narrative discussion and any related material disclosed in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the policies and practices described in this proxy statement. For the reasons discussed above, our Board unanimously recommends that our stockholders vote in favor of the following resolution:
“RESOLVED, that the Company’s stockholders hereby approve, on a non-binding, advisory basis, the compensation of the Named Executive Officers, as disclosed in the Company’s proxy statement for the 2023 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables, narrative discussion and any related material disclosed in the proxy statement.”
As this vote is advisory, it will not be binding on our Board or our compensation committee, and neither our Board nor our compensation committee will be required to take any action as a result of the outcome of the vote. However, our compensation committee will carefully consider the outcome of this vote when considering future executive compensation policies and decisions.
Current Frequency of Shareholder Advisory (Non-Binding) Votes to Approve the Compensation of Our Named Executive Officers
Based on the voting results at the Company’s 2022 Annual Meeting of Stockholders with respect to the frequency (the “Frequency Vote”) of stockholder advisory votes to approve the compensation of the Company’s Named Executive Officers, the Company decided to include an advisory vote to approve the compensation of its Named Executive Officers in its proxy materials on an annual basis. The next required Frequency Vote is scheduled for the Company’s 2028 Annual Meeting of Stockholders.
Vote Required
Approval of the resolution to approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote. As a result, abstentions will have the same effect as a vote “against” this proposal and broker non-votes will have no effect on the vote outcome.
Holders of proxies solicited by this proxy statement will vote the proxies received by them as directed on the proxy card or, if no direction is given, then FOR the approval of the resolution to approve the compensation of our Named Executive Officers.
THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF, ON AN ADVISORY (NON-BINDING) BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
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PROPOSAL 5 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Background
Our audit committee has appointed Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2023 and has further recommended to the Board that we submit the selection of Grant Thornton LLP for ratification by our stockholders at the Annual Meeting.
We are not required to submit the appointment of our independent registered public accounting firm for stockholder approval, but we are submitting the appointment of Grant Thornton LLP for stockholder ratification as a matter of good corporate governance. If the stockholders do not ratify this appointment, the audit committee will reconsider its appointment of Grant Thornton LLP. Even if the appointment is ratified, our audit committee may direct the appointment of a different independent registered public accounting firm at any time during the year if the audit committee determines that the change would be in the best interests of the Company.
The audit committee reviews and pre-approves all audit and non-audit services performed by its independent registered public accounting firm, except to the extent the chairman of the audit committee exercises his delegated authority to pre-approve audit and non-audit services. The audit committee pre-approved all services described below rendered by Grant Thornton LLP in the fiscal year ended September 30, 2022, in accordance with these policies.
In its pre-approval review of non-audit services, the audit committee considers, among other things, the possible impact of the performance of such services on the independent registered public accounting firm’s independence. There were no non-audit services performed by Grant Thornton LLP in the fiscal year ended September 30, 2022. Additional information concerning the audit committee and its activities can be found in the following sections of this proxy statement: “Board of Directors and Committees” and “Report of the Audit Committee.”
Grant Thornton LLP has audited our financial statements since 2017. Representatives of Grant Thornton LLP are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate stockholder questions.
Fees for Independent Registered Public Accounting Firm
The following is a summary of the aggregate fees billed to the Company for the audit and other services rendered by Grant Thornton LLP, our independent registered public accounting firm, for the fiscal years ended September 30, 2021 and 2022.
 
2022
2021
Audit fees(1)
$1,078,214
$901,499
Audit-related fees
Tax fees(2)
All other fees
24,163
Total
$1,078,214
$925,662
(1)
Audit fees consist of audit work performed in connection with the annual financial statements, the reviews of unaudited quarterly financial statements, and work generally only the independent registered accounting firm can reasonably provide, such as consents and review of regulatory documents filed with the SEC.
(2)
Fees for income tax planning and consulting.
Vote Required
Ratification of the appointment of the independent registered public accounting firm requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote. As a result, abstentions will have the same effect as a vote “against” this proposal and broker non-votes will have no effect on the vote outcome.
Holders of proxies solicited by this proxy statement will vote the proxies received by them as directed on the proxy card or, if no direction is given, then FOR the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2023.
THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
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CORPORATE GOVERNANCE
Director Independence
Our Board currently consists of ten members. Under the listing requirements and rules of the Nasdaq, independent directors must comprise a majority of our Board of Directors. In addition, the rules of the Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and governance committees must be independent. Under the rules of the Nasdaq, a director will qualify as an “independent director” only if, in the opinion of that company’s Board of Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
Additionally, compensation committee members must not have a relationship with us that is material to the director’s ability to be independent from management in connection with the duties of a compensation committee member.
Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. To be considered independent for purposes of Rule 10A-3 of the Exchange Act, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the Board of Directors, or any other Board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.
Our Board of Directors has undertaken a review of its composition, the composition of its committees and independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board of Directors has determined that Messrs. Bodine, Lamkin, Legler, Roy, Schraudenbach, Style, and Troiano and Ms. Harlam, representing a majority of our directors, do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements of the Nasdaq. Our Board of Directors also determined that Messrs. Lamkin, Legler, Roy, Schraudenbach and Style, who comprise our audit committee, Messrs. Bodine and Style and Ms. Harlam, who comprise our compensation committee, and Messrs. Bodine, Legler, Schraudenbach and Troiano, who comprise our nominating and governance committee, satisfy the respective independence standards for those committees established by applicable rules and regulations of the SEC and the listing requirements of the Nasdaq. In making this determination, our Board of Directors considered the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director and the transactions involving each non-employee director, if any, described in “Certain Relationships and Related Party Transactions.”
Financial Code of Ethics and Code of Conduct
We have adopted a Financial Code of Ethics that applies to our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions, in accordance with applicable U.S. federal securities laws and the corporate governance rules of the Nasdaq. Any waiver of this code may be made only by our Board of Directors and will be promptly disclosed as required by applicable U.S. federal securities laws and the corporate governance rules of the Nasdaq. Any amendments to this code may be made only by the Board. If an amendment to the Financial Code of Ethics is made, appropriate disclosure will be made within four business days after the amendment has been made in accordance with legal requirements and the listing requirements of Nasdaq, including by posting any applicable amendment or waiver on our website.
We have also adopted a Code of Conduct, applicable to all of our employees, directors and officers, that provides basic principles and guidelines to assist such persons in complying with the legal and ethical requirements governing the Company’s business conduct. Any waiver of this code may be made only by our Board of Directors, and any such waivers for directors or executive officers will be promptly disclosed. Any
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amendments to this code may be made only by the Board. If an amendment to the Code of Conduct is made, appropriate disclosure will be made within four business days after the amendment has been made in accordance with legal requirements and the listing requirements of Nasdaq, including by posting any applicable amendment or waiver on our website.
The full text of our Financial Code of Ethics and Code of Conduct available under “Investors > Corporate Governance > Governance Documents” on our website at www.onewatermarine.com. Copies of our Financial Code of Ethics and Code of Conduct are also available in print to any stockholder who requests it by contacting the Company at OneWater Marine Inc., 6275 Lanier Islands Parkway, Buford, Georgia 30518 or (678) 541-6300.
Corporate Governance Guidelines
Our Board has adopted corporate governance guidelines to assist and guide its members in the exercise of its responsibilities. These guidelines should be interpreted in accordance with any requirements imposed by federal or state laws or regulations, Nasdaq, our amended and restated certificate of incorporation and our Bylaws. Our corporate governance guidelines are available under “Investors > Corporate Governance > Governance Documents” on our website at www.onewatermarine.com. Although these corporate governance guidelines have been approved by the Board, it is expected that these guidelines will evolve over time as customary practice and legal requirements change. In particular, guidelines that encompass legal, regulatory or stock exchange requirements as they currently exist will be deemed to be modified as and to the extent such legal, regulatory or stock exchange requirements are modified. In addition, the nominating and governance committee periodically will review and reassess the adequacy of the corporate governance guidelines and recommend any proposed changes to the Board for approval.
Hedging Transactions
Pursuant to the Company’s Insider Trading Policy, all directors, officers and other employees of the Company are prohibited from making any short sales of any securities of the Company and from engaging in transactions involving Company-based derivative securities. This prohibition includes, but is not limited to, trading in Company-based option contracts, transacting in straddles or collars, hedging (generally purchasing any financial instrument or engaging in any transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s securities) and writing puts or calls. In addition, pursuant to the Company’s Insider Trading Policy, directors, officers and employees are prohibited from holding the Company’s securities in a margin account or pledging securities of the Company as collateral for a loan, with the limited exception of the Company’s Chief Executive Officer, Philip Austin Singleton Jr., and its Chief Operating Officer and President, Anthony Aisquith, each of whom are founders and significant shareholders of the Company. Messrs. Singleton and Aisquith are limited to pledge no more than 15% of their aggregate beneficial ownership of Company securities each year, unless previously approved by a majority of members of the Board of Directors. Pledging of the company securities in conjunction with hedging transactions is prohibited.
Stockholder Communications
Generally, stockholders who have questions or concerns regarding the Company should contact Investor Relations at ir@onewatermarine.com. Also, any stockholder who wishes to address questions regarding the business or affairs of the Company directly with the Board, the independent directors of the Board, or any individual director, should contact us at OneWater Marine Inc., 6275 Lanier Islands Parkway, Buford, Georgia 30518, Attn: Vice President of Investor Relations. Stockholders and any other interested parties should mark the envelope containing each communication as “Stockholder Communication with Directors” and clearly identify the intended recipient(s) of the communication. Upon receipt of any such communications, the correspondence will be directed to the appropriate person, including individual directors.
Environmental, Social, and Governance Matters
Our priorities, strategy, and approach with respect to environmental, social, and governance (“ESG”) matters are informed by internal and external stakeholders and determined by senior leadership. Below, find additional details regarding our ESG priorities and ongoing efforts.
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Environment
As one of the largest premium boat dealers in the United States, we understand how important it is to protect our environment and waters and we are sensitive to the consequences of environmental risks such as climate change, rising sea levels, natural desalination, and other phenomena.
To that end, we are having a recurring dialogue with internal and external stakeholders to better understand ongoing and developing environmental issues, environmental business risks, and developing new approaches and strategies to minimize our impact. These strategies, as they are identified and modified, will be informed and approved by our senior leadership.
We have taken steps to improve our footprint, including LED lighting and smart thermostats, among other things, and continue to evaluate new opportunities. We also have programs in place to appropriately recycle waste oil in a way that is safe and minimally impactful on the environment. Similarly, we have programs for battery core returns to ensure that consumers dispose of old batteries in an environmentally responsible manner.
Social
At OneWater Marine, we are nothing without our amazing and hardworking team. We have embarked on a series of initiatives to improve our workforce, elevate their experience, and foster an environment of safety, inclusiveness, and equity.
Additionally, we are committed to fostering and maintaining an environment in which our employees’ health and safety is the top priority. Currently, we offer a wide range of non-financial benefits for our employees including medical insurance, 401k plans, and comparable retirement options for full time staff. A safe working environment also means protecting human rights. Our policies prohibit unwelcome conduct and unlawful harassment, human trafficking, forced labor, child labor, and other human rights violations, and we expect our vendors and others with whom we do business to operate consistently with these principles.
On the diversity front, we have a series of local initiatives to grow female representation among staff and management roles so we are encouraging women to pursue their passions and excel at what they do. We have added a woman to our Board of Directors and are exploring additional opportunities to further grow diverse representation within the business. We believe it is important that our senior leadership and Board of Directors provide oversight of our ongoing diversity initiatives and commitment to diversity, equity, and inclusion.
Finally, we believe the privacy and data protection of our customers, suppliers and other stakeholders are of utmost importance. To that end, OneWater maintains organizational security measures to protect the personal information of our customers, suppliers, and employees from unauthorized access or use.
Governance
Currently, our environmental and social initiatives are driven and overseen by our management team. Our Audit Committee, as outlined in its committee charter, is responsible for discussing and addressing business risks with the company’s management team. This also includes material environmental risks, including those that relate to regulation and physical climate change risks. Additionally, we will continue to evaluate opportunities for our management team and Board of Directors to offer additional oversight on ESG-related matters.
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BOARD OF DIRECTORS AND COMMITTEES
During the fiscal year ended September 30, 2022, our Board met 8 times. Each director attended at least 75% of the aggregate of the total number of meetings of the Board and meetings of the committees of which he or she was a member in our last fiscal year. The Board encourages all directors to attend the annual meeting of stockholders, if practicable, and all members of the Board who were members of the Board at the time of the 2022 Annual Meeting of Stockholders attended the 2022 Annual Meeting of Stockholders. The Board has a standing audit committee, compensation committee and nominating and governance committee. All members of the audit, compensation and nominating and governance committees are non-employee directors whom the Board has determined are independent under the applicable independence standards.
Board Leadership Structure
Our Bylaws and our corporate governance guidelines provide our Board with flexibility to combine or separate the positions of Chairman of the Board and Chief Executive Officer and to implement a lead independent director in accordance with its determination that using one or the other structure would be in the best interests of our Company. Currently, the Board has determined that it is in the best interests of the Company to have a separate Chairman and Chief Executive Officer. Mr. Legler currently serves as the Chairman of the Board, and Mr. Singleton currently serves as the Chief Executive Officer of the Company. In his role as Chairman, Mr. Legler has the authority to call, and presides over, the executive sessions of the Board consisting solely of independent directors, in which our non-independent directors do not participate. Mr. Legler also serves as a liaison to management on behalf of the non-employee members of the Board. Mr. Legler is not eligible to be renominated as a director because the Company’s corporate governance guidelines prohibit nominating a director to a new term if he or she would be age 80 or older at the time of election unless the Board approves an exception on a case by case basis. Mr. Schraudenbach currently serves as the Vice Chairman of the Board and is expected to be appointed as Chairman following the Annual Meeting, subject to his reelection as a director at the Annual Meeting.
Our Board has concluded that our current leadership structure is appropriate at this time. The Board believes that the separation of the roles of Chairman and Chief Executive Officer continues to provide, at present, the best balance of responsibilities, with the Chairman directing Board operations and leading oversight of the Chief Executive Officer and management, and the Chief Executive Officer focusing on developing and implementing the Company’s Board-approved strategic vision and managing its day-to-day business. The Board believes that separating the offices of Chairman of the Board and Chief Executive Officer, coupled with regular executive sessions with only independent directors present, helps strengthen the Board’s independent oversight of management and provides an opportunity for the Board members to have more direct input to management in shaping the organization and strategy of the Company.
In addition, all directors are encouraged to suggest the inclusion of agenda items, and any director is free to raise at any Board meeting items that are not on the agenda for that meeting.
The Board’s independent directors regularly meet in executive session without the presence of any members of management. The Chairman presides at these meetings and provides the Board’s guidance and feedback to the Company’s management team, including the Chief Executive Officer.
Our Board will periodically review our leadership structure and may make such changes in the future as it deems appropriate.
Risk Oversight
The Board has overall responsibility for the oversight of the Company’s risk management process, which is designed to support the achievement of organizational objectives, including strategic objectives, improve long-term organizational performance and enhance stockholder value. Risk management includes not only understanding Company-specific risks and the steps management implements to manage those risks, but also what level of risk is acceptable and appropriate for the Company. Management is responsible for establishing our business strategy, identifying and assessing the related short-, medium-, and long-term risks and implementing appropriate risk management practices. The Board periodically reviews our business strategy and management’s assessment of the risk environment and related risks and discusses with management the appropriate level of risk for the Company. Each of our Board committees also oversees the management of risks that fall within the
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committee’s areas of responsibility. In performing this function, each committee has full access to management, as well as the ability to engage advisors. In connection with its risk management role, our audit committee meets periodically, both in open session or privately, with representatives from our independent registered public accounting firm and with our Chief Financial Officer. The audit committee oversees the Company’s compliance with legal and regulatory requirements / assists the Board in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting and disclosure controls and procedures, and legal and regulatory compliance, and discusses with management the Company’s guidelines and policies with respect to risk assessment and risk management.
Board Committees
Our Board has established an audit committee, a compensation committee and a nominating and governance committee. The composition and responsibilities of each of the committees of our Board of Directors are described below, and copies of the charters for each committee are available on our website. Members will serve on these committees until their resignation or until otherwise determined by our Board of Directors. Our Board of Directors may establish other committees as it deems necessary or appropriate from time to time.
Audit Committee
Rules implemented by the Nasdaq and the SEC require us to have an audit committee comprised of at least three directors who meet the independence and experience standards established by Nasdaq and the Exchange Act. Our audit committee consists of five directors, all of whom are independent under the rules of the SEC. As required by the rules of the SEC and listing standards of the Nasdaq, the audit committee consists solely of independent directors. Messrs. Lamkin, Legler, Roy, Schraudenbach and Style currently serve as members of our audit committee, with Mr. Schraudenbach currently serving as chair of the audit committee. Subject to his reelection as a director at the Annual Meeting, Mr. Schraudenbach will continue to serve as chair of the audit committee. Each member of the audit committee is financially literate, and our Board of Directors has determined that Messrs. Schraudenbach, Style and Roy qualify as an “audit committee financial expert” as defined in applicable SEC rules.
This committee oversees, reviews, acts on and reports on various auditing and accounting matters to our Board of Directors, including: the selection of our independent accountants, the scope of our annual audits, fees to be paid to the independent accountants, the performance of our independent accountants and our accounting practices. In addition, the audit committee oversees our compliance programs relating to legal and regulatory requirements. We have adopted an audit committee charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and applicable Nasdaq standards.
A copy of the audit committee charter is available under “Investors > Corporate Governance > Governance Documents” on our website at www.onewatermarine.com. The audit committee met 9 times in the fiscal year ended September 30, 2022.
Compensation Committee
Our compensation committee currently consists of Messrs. Bodine and Style and Ms. Harlam, with Ms. Harlam currently serving as the chair of the compensation committee. Subject to reelection, Ms. Harlam will continue to serve as chair of the compensation committee. Our Board of Directors has determined that all members of the Compensation Committee are independent under the current listing standards of Nasdaq.
The compensation committee reviews and approves, or recommends that our Board of Directors approve, the compensation of our chief executive officer, reviews and approves, or recommends that our Board of Directors approve, the terms of compensatory arrangements with our executive officers, administers our incentive compensation and benefit plans for our executive officers, selects and retains independent compensation consultants and assesses whether any of our compensation policies and programs have the potential to encourage excessive risk-taking. The compensation committee may delegate to its chairman, any of its members or any subcommittee it may form responsibility and authority for any particular matter as it deems appropriate under the circumstances. The compensation committee may also delegate approval of award grants and other responsibilities regarding the administration of compensatory programs to a subcommittee consisting solely of members of the compensation committee or to members of the Board who are “non-employee directors” for
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purposes of Rule 16b-3 of the Exchange Act. We have adopted a compensation committee charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and applicable Nasdaq standards. From time to time, a subcommittee of the compensation committee may approve equity awards to our officers who are subject to Section 16(b) of the Exchange Act.
In connection with our IPO, the compensation committee engaged the human resources consulting division of Aon, plc (“Aon”) as our compensation consultant. Each year, the compensation committee has instructed Aon to develop a peer group of companies in order to assess the competitiveness of our executive salary, bonus and equity compensation programs and our non-employee director compensation program, to present such data to our compensation committee and to make recommendations to the compensation committee regarding executive officer and non-employee director compensation. Aon reports exclusively to the compensation committee and does not provide any services to us other than services to the compensation committee. In selecting Aon as its independent compensation consultant, the compensation committee assessed the independence of Aon pursuant to SEC and Nasdaq rules and continues to do so annually. The compensation committee has concluded that Aon is independent, and that the Company does not have any conflicts of interest with Aon. Our compensation committee has retained Aon to provide similar information and advice for fiscal year 2023 for consideration in establishing overall compensation for our executive officers and non-employee directors.
A copy of the compensation committee charter is available under “Investors > Corporate Governance > Governance Documents” on our website at www.onewatermarine.com. The compensation committee met 5 times in the fiscal year ended September 30, 2022.
Nominating and Governance Committee
Our nominating and governance committee currently consists of Messrs. Bodine, Legler, Schraudenbach and Troiano, with Mr. Bodine currently serving as the chair of the nominating and governance committee. Subject to his reelection as a director at the Annual Meeting, Mr. Bodine will continue to serve as chair of the nominating and governance committee. Our Board of Directors has determined that all members of the nominating and governance committee are independent under the current listing standards of Nasdaq.
The nominating and governance committee is tasked with identifying, evaluating and recommending qualified nominees to serve on our Board of Directors, considering and making recommendations to our Board of Directors regarding the composition of our Board of Directors and its committees, reviewing and recommending to our Board of Directors the compensation of our non-employee directors, administering our incentive compensation and benefit plans for non-employee directors, overseeing our internal corporate governance processes, reviewing and approving or disapproving of related party transactions, maintaining a management succession plan and overseeing an annual evaluation of the Board of Directors’ performance. The nominating and governance committee may also delegate approval of award grants and other responsibilities regarding the administration of compensatory programs to a subcommittee consisting solely of members of the compensation committee or to members of the Board who are “non-employee directors” for purposes of Rule 16b-3 of the Exchange Act. We have adopted a nominating and governance committee charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and applicable Nasdaq standards.
A copy of the nominating and governance committee charter is available under “Investors > Corporate Governance > Governance Documents” on our website at www.onewatermarine.com. The nominating and governance committee met 4 times in the fiscal year ended September 30, 2022.
Compensation Committee Interlocks and Insider Participation
None of the members of the compensation committee is currently, or has been during the last fiscal year, one of our employees. None of our executive officers currently serves, or has served during the last fiscal year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board of Directors or compensation committee.
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EXECUTIVE OFFICERS
Our current executive officers and their respective ages and positions as of the Record Date are set forth in the following table. Biographical information regarding Jack Ezzell is set forth following the table. Biographical information for Messrs. Singleton and Aisquith is set forth above under “Proposal No. 1—Election of Directors.”
Name
Age
Position
P. Austin Singleton
49
Founder, Chief Executive Officer and Director
Anthony Aisquith
55
President, Chief Operating Officer and Director
Jack Ezzell
52
Chief Financial Officer and Secretary
Jack Ezzell—Chief Financial Officer. Jack Ezzell has served as our Chief Financial Officer since April 2019 and as the Chief Financial Officer of OneWater LLC since 2017. Mr. Ezzell has over 30 years of accounting and finance experience, with over 20 years of experience in the boating industry specifically. Immediately prior to beginning his tenure as Chief Financial Officer of OneWater LLC, Mr. Ezzell was a General Manager at MarineMax (NYSE: HZO), where he oversaw all dealership operations at MarineMax’s Clearwater and St. Petersburg, Florida locations. From 2010 to 2015, Mr. Ezzell served as Chief Accounting Officer of Masonite International Corporation (NYSE: DOOR), and from 1998 to 2010, he served as the Controller and as the Chief Accounting Officer at MarineMax. Prior to joining MarineMax, Mr. Ezzell began his career as an auditor for Arthur Andersen. Mr. Ezzell is a Certified Public Accountant and obtained his Bachelor of Science in Accounting from Western Carolina University.
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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
We did not pay any compensation to officers or employees until our IPO. However, the operations of our predecessor have been carried on by us and our subsidiaries following the IPO, and the executive officers of our predecessor have been our executive officers since April 2019. As such, we believe that disclosure regarding our executive officers’ compensation for the full 2019 and 2020 fiscal years, which was established and paid, in part, by our predecessor, is generally appropriate and relevant to investors, and as such, is disclosed in this Compensation Discussion and Analysis, or “CD&A,” and the other applicable executive compensation disclosures. Following the IPO, all compensation decisions with respect to our officers and employees were made by us.
Since we are no longer considered an emerging growth company or a smaller reporting company, the SEC rules require us to disclose certain information with respect to the compensation paid to our Chief Executive Officer, our Chief Financial Officer and our three next most highly paid executive officers. However, our Chief Executive Officer, Chief Financial Officer and Chief Operating Officer are our only “executive officers” within the meaning of the SEC rules. As such, this Compensation Discussion and Analysis reviews the compensation policies and programs for our Chief Executive Officer, our Chief Financial Officer and Chief Operating Officer, who was our next most highly paid executive officer and our only executive officer other than Chief Executive Officer and Chief Financial Officer. These three individuals are collectively referred to as our “Named Executive Officers.” The narrative discussion set forth in this Compensation Discussion and Analysis is intended to provide additional information related to the data presented in the compensation-related tables included throughout the “Executive Compensation” section of this proxy statement.
Executive Summary
Named Executive Officers. During the fiscal year ended September 30, 2022, our Named Executive Officers were:
Name
Title
P. Austin Singleton
Founder, Chief Executive Officer and Director
Anthony Aisquith
President, Chief Operating Officer and Director
Jack Ezzell
Chief Financial Officer
2022 Performance Highlights. Fiscal year 2022 was OneWater’s second full year as a public company and it delivered robust financial results across a range of performance metrics, including:
Revenue increased 42% to $1.74 billion
Same-store Sales increased 12%
Net income increased 31% to $153 million or $9.13 per diluted share
Adjusted EBITDA increased 59% to $248 million
We define Adjusted EBITDA as net income (loss) before interest expense – other, income tax expense, depreciation and amortization and other (income) expense, further adjusted to eliminate the effects of items such as the change in the fair value of warrant liability, change in fair value of contingent consideration, loss on extinguishment of debt and transaction costs. See Appendix C for more information and a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP.
Compensation Objectives. The objectives of the compensation program for our Named Executive Officers, are to attract, motivate and retain talented individuals who are committed to achieving our long-term strategic objectives. Our compensation program is not only designed to align the incentives of our Named Executive Officers with our stockholders’ interests, but also to promote the achievement of key corporate performance measures as determined by the compensation committee each year.
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Summary of Executive Compensation Practices. We strive to maintain judicious governance standards and compensation practices by regularly reviewing best practices. As in prior years, we incorporated many best practices into our 2022 executive compensation program, including the following:
What We Do
What We Don’t Do
We align our executive pay with long-term performance
We do not automatically increase salaries each year or make lock-step changes in compensation based on peer group compensation levels or metrics
 
 
 
 
We align our executives’ interests with those of our stockholders
We do not provide excise tax gross-ups
 
 
 
 
We have a one-year minimum vesting requirement under all equity awards, subject to limited exceptions
We prohibit executive officers and directors from hedging or transacting in derivative securities of the Company or pledging our Class A common stock as collateral for a loan, subject to certain exceptions outlined in our Insider Trading Policy
 
 
 
 
We engage an independent consultant to advise on executive compensation matters
We do not have supplemental retirement benefit arrangements with our executives
 
 
 
 
We review the independence of the independent compensation consultant annually
We do not provide excessive perquisites
 
 
 
 
We enforce meaningful stock ownership guidelines for our non-employee directors
We do not allow for single trigger vesting of equity awards in connection with a change in control
Pay-for-Performance Compensation Structure. The components of our fiscal year 2022 executive compensation program consisted primarily of the following:
Component
Performance Period
Objective
Performance Measure Methodology for 2022
Base Salary
Annual
Recognizes an individual’s role and responsibilities and serves as an important retention vehicle
Reviewed annually and set based on competitive and internal equity considerations
 
 
 
 
Annual Short-Term Cash Incentive Awards
Annual
Rewards achievement of annual financial and other objectives, subject to meeting individual performance expectations
Based on performance objectives established by the compensation committee at the beginning of the year
 
 
 
 
Annual Long-Term Incentive Awards (Unvested Equity)
Long-Term
Design aligns performance with long-term strategic goals and encourages retention of executive team
60% of total annual grants vest based on achievement of performance objectives; 40% of total annual grants vest ratably over three years
 
 
 
 
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Component
Performance Period
Objective
Performance Measure Methodology for 2022
Acquisition Incentive Program (Cash)
Long-Term
Design rewards long-term success of acquired businesses and encourage retention of executive team
Based on multi-year performance of acquired businesses following acquisition by the Company
To help retain and motivate our Named Executive Officers, our compensation committee aims to offer competitive compensation packages through a mix of cash (including variable, performance-based cash awards) and long-term, equity-based incentives. The compensation committee does not have any formal policies for allocating total compensation among the various components. Instead, the compensation committee uses its judgment, in consultation with Aon, to establish an appropriate balance of short-term and long-term compensation for each Named Executive Officer. The balance may change from year to year based on corporate strategy, financial performance and non-financial objectives, among other considerations. For 2022, our Named Executive Officers had the following compensation mix, with more than 64% – 76% of annual, target executive compensation being performance based and “at risk.”
Pay-for-Performance Structure for NEOs

Process for Determining Compensation
Role of the Compensation Committee. The compensation committee oversees our executive compensation and employee benefit programs, and reviews and approves all compensation decisions relating to our Named Executive Officers. The compensation committee also approves its report for inclusion in this proxy statement and has reviewed and discussed this Compensation Discussion and Analysis with management.
The compensation committee reviews and approves, or recommends that our Board of Directors approve, the compensation of our chief executive officer, reviews and recommends to our Board of Directors the compensation of our non-employee directors, reviews and approves, or recommends that our Board of Directors approve, the terms of compensatory arrangements with our executive officers, administers our incentive compensation and benefit plans, selects and retains independent compensation consultants and assesses whether any of our compensation policies and programs have the potential to encourage excessive risk-taking. The compensation committee may delegate to its chairman, any of its members, or any subcommittee it may form, responsibility and authority for any particular matter as it deems appropriate under the circumstances. The compensation committee may also delegate approval of award grants and other responsibilities regarding the administration of compensatory programs to a subcommittee consisting solely of members of the compensation committee or to members of the Board who are “non-employee directors” for purposes of Rule 16b-3 of the Exchange Act.
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Role of Independent Compensation Consultant. During fiscal year 2022, the compensation committee continued to engage Aon as its independent compensation consultant to assist the committee with its responsibilities related to our executive officer and director compensation programs. A representative of Aon attends compensation committee meetings as requested and communicates with the chair of the compensation committee between meetings. Aon provides no services to management or the compensation committee that are unrelated to the duties and responsibilities of the compensation committee, and the compensation committee makes all decisions regarding the compensation of our Named Executive Officers and directors. Aon reports directly to the compensation committee, and all work conducted by Aon for us is on behalf of the compensation committee.
Role of Chief Executive Officer and Senior Management. Our Chief Executive Officer regularly interacts with the compensation committee and its chair to suggest and discuss executive compensation structure and programs. Our Chief Executive Officer makes recommendations for the annual cash and equity incentive awards for Named Executive Officers and other personnel (other than himself).
Use of Market Data and Peer Group Analysis. From time to time, Aon provides the compensation committee with market and peer group data for comparison purposes, such as to compare equity and pay mix practices. Aon does not provide, and the compensation committee does not utilize, regular compensation benchmarks in its compensation determinations. The companies included in the peer group used for these limited purposes in 2022 included: America’s Car-Mart, Inc., Asbury Automotive Group, Inc., Big 5 Sporting Goods Corporation, Callaway Golf Company, Camping World Holdings, Inc., Clarus Corporation, Johnson Outdoors Inc., Lazydays Holdings, Inc., Malibu Boats, Inc., MasterCraft Boats Holdings, Inc., Sleep Number Corporation, Sportsman’s Warehouse Holdings, Inc., Winnebago Industries, Inc., YETI Holdings, Inc.
Risk Assessment of Compensation Plans
We believe that our compensation program does not encourage excessive or unnecessary risk taking. This is primarily due to the fact that our compensation programs are designed to encourage our Named Executive Officers and other employees to focus on both short-term and long-term strategic goals, thereby creating an ownership culture and helping to align the interests of our employees and our stockholders. Accordingly, our compensation program is balanced between short-term and long-term incentive compensation. Short-term incentive compensation is paid annually in cash, and is dependent on satisfying quantitative factors established by the compensation committee at the beginning of the fiscal year. Approximately 60% of the total long-term equity-based incentive compensation awarded to our Named Executive Officers has been granted in the form of long-term equity-based awards (in the form of PSUs) that become contingently earned based on achievement of quantitative performance metrics set by the committee, and vest ratably over a three-year period. The remaining 40% of the total long-term equity-based incentive compensation awarded to our Named Executive Officers has been granted in the form of long-term equity-based awards (in the form of RSUs) that vest ratably over a three-year period. The combination of over 64% – 76% of total annual compensation being based on performance and more than half of total annual incentive compensation being in the form of long-term equity-based compensation creates substantial disincentives to any short-term risk taking. Overall, we believe that the balance within our compensation program results in an appropriate compensation structure for the Company, and that the program does not pose risks that could have a material adverse effect on our business or financial performance.
2022 Compensation Decisions
Base Salaries. Base salaries serve to provide fixed cash compensation to our Named Executive Officers for performing their ongoing responsibilities. Initial base salaries for each of our Named Executive Officers were as set forth in each of their Employment Agreements.
The compensation committee reviewed our Named Executive Officers’ base salaries based on the considerations outlined in this CD&A and input from Aon. The committee also reviewed the executive officers’ individual performance, the integration of previously completed acquisitions, the financial growth and performance of the company and how the company’s performance compared to the peer group. Based on this review, the compensation committee determined that it would not increase our Named Executive Officer’s base salaries in 2022.
Named Executive Officer
2021
2022
Increase
P. Austin Singleton
$725,000
$725,000
0%
Anthony Aisquith
$725,000
$725,000
0%
Jack Ezzell
$425,000
$425,000
0%
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Annual Cash Incentive Awards. In early 2021, the compensation committee approved a framework for year-end incentive compensation pursuant to which a percentage of each Named Executive Officer’s target bonus may become earned in an amount ranging from 0% to 200% of target.
The compensation committee reviewed our Named Executive Officers’ target annual bonuses based on the considerations outlined in this CD&A and input from Aon. Based on this review, the compensation committee determined that it would not increase our Named Executive Officer’s target annual bonuses in 2022 as described below.
Named Executive Officer
2021
2022
Increase
P. Austin Singleton
$750,000
$750,000
0%
Anthony Aisquith
$750,000
$750,000
0%
Jack Ezzell
$250,000
$250,000
0%
The amount of the target annual bonus that becomes earned is based on the achievement of two quantitative performance criteria, and is consistent with the terms of the general annual bonus program previously adopted by the Company. The first criterion measures the Company’s achievement of growth in its Adjusted EBITDA. The second criterion measures the Company’s reduction in Aged Inventory. In the fourth quarter of 2022, the compensation committee reviewed the performance of the Company against these criteria. As shown in the table below, the compensation committee determined that our strong financial performance in fiscal year 2022 resulted in achieving the maximum result (200%) on each of the performance criteria based on preliminary results available at that time. This collective analysis resulted in a total weighting factor of 200%. For each metric below, if less than 80% of the target is achieved, no weighted value would result for that metric, and if more than 120% of the target is achieved, the maximum weighted value for that metric would result.
Metric
Weighting
2022 Metric
Target
Achievement
of Metric for
Threshold
Weighting
(50% payout);
Achievement of
Metric for
Target
Weighing
(100% payout);
Achievement of
Metric for
Maximum
Weighing
(200% payout);
Actual 2022
Achievement
Payout
Earned
Adjusted EBITDA
80%
$164,992,000
80%
100%
120%
Greater than
$197,990,400
200%
Aged Inventory
20%
Less than 15.0%
80%
100%
120%
Less than 9%
200%
 
 
 
 
 
 
Total
Weighted
Value
200%
This weighted value was then applied to the target bonus amount of each Named Executive Officer resulting in a cash incentive award equal to 200% of the total target bonus amount for each Named Executive Officer and approximately 207% of base salary for each of Messrs. Singleton and Aisquith and approximately 118% of base salary for Mr. Ezzell, shown in the table below:
 
Opportunity
Actual
Named Executive Officer
2022 Base
Salary
2022 Target
Bonus
Target Bonus as
a % of Base
Salary
2022 Bonus
2022 Bonus as
a % of
Target
2022 Bonus as
a % of Base
Salary
P. Austin Singleton
$725,000
$750,000
103%
$1,500,000
200%
207%
Anthony Aisquith
$725,000
$750,000
103%
$1,500,000
200%
207%
Jack Ezzell
$425,000
$250,000
59%
$500,000
200%
118%
The compensation committee has approved the payment of each annual cash incentive award for fiscal year 2022.
Annual Long-Term Incentive Awards. We have historically made annual grants of restricted stock unit awards subject to time-based vesting (“RSUs”) and awards subject to performance-based vesting (“PSUs”) pursuant to the Incentive Plan. The total aggregate value of the annual RSU and PSU awards is expressed as a dollar amount and is determined annually by the compensation committee, in consideration of the factors described in this CD&A and with advice from Aon. For the 2022 fiscal year, the target aggregate value of the equity awards were set at $1,500,000, $1,500,000 and $500,000 for Mr. Singleton, Mr. Aisquith and Mr. Ezzell, respectively, and the compensation
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committee determined to grant approximately 60% of the total value of the annual equity awards in the form of PSUs, and approximately 40% of the total value of the annual equity awards in the form of RSUs. The number of RSUs and PSUs granted to our Named Executive Officers was determined using $40.21, the closing price of the Company’s common stock on the last trading day immediately preceding October 1, 2021 (the first day of the 2022 fiscal year). The aggregate target value of the RSUs and target PSUs granted to each Named Executive Officer during fiscal year 2022 as it relates to each Named Executive Officers annual base salary is described in the table below.
Named Executive Officer
2022 Total Equity
Award Target Value
2022 Base Salary
2022 Target Equity
Awards as a %
of Base Salary
P. Austin Singleton
$1,500,000
$725,000
207%
Anthony Aisquith
$1,500,000
$725,000
207%
Jack Ezzell
$500,000
$425,000
118%
Each RSU and PSU represents the right to receive a share of Class A common stock after the vesting of the award. The RSUs granted during fiscal year 2022 vest in equal installments on the first three anniversaries of September 30, 2021. The number of PSUs granted to the Named Executive Officers reflects a target number of PSUs. The PSUs may become contingently earned with respect to a number of PSUs ranging from 0% to 200% of the target PSUs. The number of PSUs that become contingently earned is determined based on the achievement of performance metrics substantially similar to the performance metrics described above with respect to the Annual Cash Incentive Awards during a one year performance period beginning on the first day of the fiscal year in which the PSUs were granted. PSUs that become contingently earned after certification of achievement of the performance metrics then convert to RSUs and vest in equal installments over the three-year period from the date the award was granted. The PSUs granted during fiscal year 2022 were subject to a performance beginning on October 1, 2021 and ending on September 30, 2022. In December 2022, the compensation committee ratified achievement of the performance results, and determined that 200% of the target PSUs became contingently earned. Shares subject to contingently earned PSUs vest in equal installments on each of September 30, 2022 (or if later, the date on which performance is certified), September 30, 2023 and September 30, 2024. The actual value realized by the Named Executive Officers with respect to the shares subject to the contingently earned PSUs will be dependent on the Company’s stock price on the relevant vesting date.
Acquisition Incentive Program. During fiscal year 2022, in order to encourage and reward the successful long-term performance of businesses acquired by the Company and to create a further incentive to retain the Company’s executive team, based on advice provided by Aon, our compensation committee adopted the Acquisition Incentive Program (the “AIP”) in which all of our Named Executive Officers participated during the 2022 fiscal year. The AIP is a long-term cash incentive program pursuant to which the Named Executives Officers may become eligible for cash awards in amounts determined based on the achievement of financial performance metrics by businesses acquired by the Company over the two year period following its acquisition. Each Named Executive Officer will be granted an award under the AIP with a target value of $50,000 for “small” acquisitions or $100,000 for “large” acquisitions. A percentage of each target award may then become earned in amounts ranging from 0% to 300%. Acquired businesses with an adjusted EBITDA between $1,000,000 and $3,500,000 are considered small acquisitions, while acquired businesses with an adjusted EBITDA in excess of $3,500,000 are considered large acquisitions. No awards are granted under the AIP with respect to the acquisition of businesses with an adjusted EBITDA of less than $1,000,000. During fiscal year 2022, the Company completed eight acquisitions, six of which qualified as small or large acquisitions under the AIP. The table below sets forth these qualifying acquisitions and the corresponding target awards granted to each of our Named Executive Officer under the AIP.
Acquired Business
Acquisition Date
Acquisition Size
Target AIP Award
Naples Boat Mart
10/01/2021
Small
$50,000
TH Marine
11/30/2021
Large
$100,000
Norfolk Marine
12/01/2021
Small
$50,000
Quality Boats
12/31/2021
Large
$100,000
Denison
04/01/2022
Large
$100,000
OBCI
08/06/2022
Large
$100,000
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Acquired Business
Acquisition Date
Acquisition Size
Target AIP Award
Total Target Awards Granted to Each NEO Under AIP for 2022 Acquisitions
 
 
$500,000
The amount of the target awards earned under the AIP is determined by comparing the adjusted EBITDA of acquired business for a one year period prior to the acquisition date to the adjusted EBITDA of the acquired business for the one year period ending on the second anniversary of the acquisition date. If the post-acquisition adjusted EBITDA exceeds, but is less than two times, the pre-acquisition adjusted EBITDA, then 100% of the target AIP awards will become earned. If the post-acquisition adjusted EBITDA is at least two times, but less than three times, the pre-acquisition adjusted EBITDA, then 200% of the target AIP awards will become earned. If the post-acquisition adjusted EBITDA is at least three times the pre-acquisition adjusted EBITDA, then 300% of the target AIP awards will become earned. If the post-acquisition adjusted EBITDA is less than or equal to the pre-acquisition adjusted EBITDA, or if the Named Executive Officer is not employed on the second anniversary of the applicable acquisition, then no portion of the target AIP award will become earned. Any amounts that become earned under the AIP will be paid to the Named Executive Officers as soon as practicable after the performance of the applicable acquired business has been determined, provided that the Named Executive Officer remains employed through such date.
No awards may become earned under the AIP before October 1, 2023. As such, no amounts have been included in the Summary Compensation Table to date with respect to awards under the AIP. The AIP awards are reported, however, in the Grants of Plan-Based Awards Table below. The relevant dates on which performance will be measured, and the periods over which adjusted EBITDA are measured, for each target AIP award issued to our Named Executive Officers during 2022 are set forth in the table below.
Acquired Business
Acquisition Date
Performance
Determination Date
Naples Boat Mart
10/01/2021
10/01/2023
TH Marine
11/30/2021
11/30/2023
Norfolk Marine
12/01/2021
12/01/2023
Quality Boats
12/31/2021
12/31/2023
Denison
04/01/2022
04/01/2024
OBCI
08/06/2022
08/06/2024
Any amounts that become earned under the AIP will be reported in the Summary Compensation Table in the year in which the compensation committee determines such amount is earned pursuant to the terms of the AIP.
Employment Agreements and Severance and Change in Control Benefits
We have entered into written Employment Agreements with each of our Named Executive Officers that set forth the terms of their employment. Each of our Named Executive Officers is employed “at will.” These arrangements are further described under the section below entitled “Employment Agreements.”
Our Named Executive Officers are entitled to certain severance and change in control benefits. Such benefits arise upon termination of employment due to death, disability, without cause, for good reason and certain terminations in connection with a change of control of the Company. These arrangements are further described under the section below entitled “—Potential Payments Upon Termination or Change in Control.”
Each Named Executive Officer is subject to a general non-competition and non-solicitation clause for periods of one year and two years, respectively, following termination of employment as well as general non-disparagement, nondisclosure and assignment of development clauses. Due to the competitive nature of our industry, the compensation committee believes these severance and change in control provisions are key components of our executive compensation program and are essential to our ability to recruit and retain talent.
Other Benefits
Employee Benefits. We offer a comprehensive array of benefits to our employees, including our Named Executive Officers. These benefits are offered in order to attract and retain employees. Subject to the terms of any applicable plans, policies or programs, each Named Executive Officer is entitled to receive employee benefits, including any and all vacation, deferred compensation, retirement, health and welfare insurance as we
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may provide from time to time to salaried employees generally, and such other benefits as the compensation committee may from time to time establish for the Named Executive Officers. We also maintain term life insurance for each Named Executive Officer for the benefit of such executive’s estate.
Retirement Benefits. We currently maintain a retirement plan intended to provide benefits under section 401(k) of the Internal Revenue Code whereby employees, including our Named Executive Officers, are allowed to contribute a portion of their base salaries to a tax qualified retirement account. We provide discretionary matching contributions in amounts determined annually by our management. In fiscal year 2022, matching contributions were made to participating employees equal to 50% of the employee’s deferral up to 4% of the employee’s compensation, subject to applicable nondiscrimination limitations imposed by the Internal Revenue Code. The contributions made on behalf of our Named Executive Officers for fiscal year 2022 are disclosed in the notes to the Summary Compensation Table.
Outreach and Say on Pay Vote
We held our first non-binding, advisory vote on the compensation of our Named Executive Officers (the “Say on Pay Vote”) at our 2022 Annual Meeting. At our 2022 Annual Meeting, our stockholders voted, on a non-binding, advisory basis, to approve the compensation paid to our Named Executive Officers and that the Company hold Say on Pay Votes annually. In accordance with such results, the Board determined that future Say on Pay Votes would be held annually. We value the opinions of our stockholders, and the compensation committee and the Board of Directors will continue to consider the outcome of future stockholder advisory votes, including the vote which will take place at our 2023 Annual Meeting, when we make compensation decisions for our Named Executive Officers. We have engaged with stockholders on a range of topics, including executive compensation and will we continue such engagement, as we strive to continually enhance our compensation programs.
Other Compensation Practices and Policies
Anti-Hedging and Pledging Policies. Under our Insider Trading Policy, directors and Named Executive Officers, as well as other employees, are prohibited from engaging in certain transactions with respect to our common stock. For information regarding anti-hedging and pledging policies, please see the section entitled “Corporate Governance—Hedging Transactions” above.
Stock Ownership Guidelines. To align the interests of our directors with the interests of the Company’s other stockholders, our directors must comply with stock ownership guidelines that we established in connection with the IPO. For information regarding these guidelines, please see the section entitled “Director Compensation” below.
Compensation Committee Report
The following report of the compensation committee of the Board on executive compensation shall not be deemed to be “soliciting material” or to be “filed” with the SEC nor shall this information be incorporated by reference into any future filing made with the SEC, whether made before or after the date hereof and irrespective of any general incorporation language in such filing.
The compensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and based on such review and discussions, the compensation committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.
 
Compensation Committee of the Board of Directors
 
 
 
 
 
Christopher W. Bodine
 
Keith R. Style
 
Bari A. Harlam
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Summary Compensation Table
The following table summarizes the compensation awarded to, earned by or paid to our Named Executive Officers for the fiscal years ended September 30, 2020, 2021, 2022.
Name and Principal Position
Year
Salary
($)
Bonus
($)
Stock
Awards
($)(1)
Non-equity
Incentive Plan
Compensation
($)(2)
All Other
Compensation
($)(3)
Total
($)
P. Austin Singleton (Founder, Chief Executive Officer and Director)
2022
$725,000
$
$1,500,034
$1,500,000
$16,267
$3,741,301
 
2021
$725,000
$
$2,181,096
$1,500,000
$21,806
$4,427,902
 
2020
$489,654
$1,000,000
$669,495
$1,040,000
$18,074
$3,226,223
 
 
 
 
 
 
 
 
Anthony Aisquith
(President, Chief Operating Officer and Director)
2022
$725,000
$
$1,500,034
$1,500,000
$18,216
$3,743,250
 
2021
$725,000
$
$2,181,096
$1,500,000
$23,755
$4,429,851
 
2020
$614,397
$1,000,000
$669,495
$1,040,000
$21,398
$3,345,290
 
 
 
 
 
 
 
 
Jack Ezzell
(Chief Financial Officer)
2022
$425,000
$
$500,011
$500,000
$15,497
$1,440,508
 
2021
$425,000
$
$639,015
$500,000
$24,096
$1,588,111
 
2020
$380,962
$300,000
$1,026,650
$240,000
$18,917
$1,966,529
(1)
Represents awards of RSUs and PSUs granted to our Named Executive Officers during fiscal year 2022. On October 1, 2021, 14,922 RSUs were granted to each of Messrs. Singleton and Aisquith and 4,974 RSUs granted to Mr. Ezzell. On October 1, 2021, 22,383 PSUs were granted to each of Messrs. Singleton and Aisquith and 7,461 PSUs granted to Mr. Ezzell. The amounts reported in this column represent the aggregate grant date fair value of awards of RSUs and PSUs made in the year indicated, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC 718”), excluding the effects of estimated forfeitures. These amounts do not reflect the actual value that may be ultimately realized by the executive. See Note 12 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended September 30, 2022 for a discussion of the assumptions used in determining the FASB ASC 718 grant date fair value of these awards.
For purposes of determining the grant date fair value of the PSUs granted during fiscal year 2022, in accordance with SEC rules and FASB ASC Topic 718, we have assumed an aggregate settlement of 100% of the PSUs. If the PSUs were settled at the maximum payout level of 200%, the grant date fair value of the performance-based restricted stock unit awards would be as follows: Mr. Singleton, $1,800,000; Mr. Aisquith, $1,800,000; and Mr. Ezzell, $600,000. Based on the Company’s achievement of the applicable performance metrics during the performance period beginning on October 1, 2021 and ending on September 30, 2022, 200% of the PSUs were contingently earned and will vest ratably over a three-year period, subject to the Named Executive Officer’s continued performance of services to the Company through each vesting date.
The vesting schedule applicable to each award of RSUs and PSUs is described in more detail below under the “Outstanding Equity Awards at Fiscal Year End” table and under the section below entitled “—Narrative Disclosure to Outstanding Equity Awards Fiscal Year-End.”
(2)
All of our Named Executive Officers were eligible to receive an annual cash bonus during fiscal year 2022 pursuant to our annual incentive compensation program. The annual incentive arrangement for each Named Executive Officer is described above in the discussion entitled “Compensation Discussion & Analysis―Annual Cash Incentive Award.”
(3)
“All Other Compensation” with respect to fiscal year 2022 includes perquisites and other personal benefits consisting of premiums of $14,189 paid by us for the benefit of each of the Named Executive Officers at amounts greater than amounts available to employees generally. In addition, we paid premiums with respect to life insurance policies for the benefit of Messrs. Singleton and Aisquith in amounts equal to $2,078 and $4,027, respectively, for fiscal year 2022. In fiscal year 2022, Mr. Ezzell participated in our 401(k) plan and received matching contributions of $1,308. The Named Executive Officers are also eligible to receive discounts on certain purchases (including boats), services and storage and have access to demonstration boats for their personal use. However, these additional perquisites did not result in any additional cost to us and therefore no amount is being reported in connection with these perquisites.
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Grants of Plan-Based Awards
The table below includes information regarding grants of non-equity incentive plan awards, RSUs and PSUs to our Named Executive Officers during the fiscal year ended September 30, 2022.
Name
Grant
Date



Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1)



Estimated Future Payouts Under
Equity Incentive Plan Awards(3)
All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)(4)
Grant
Date Fair
Value of
Stock and
Option
Awards($)(5)
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
P. Austin Singleton
(1)
375,000
750,000
1,500,000
 
10/01/2021(2)
50,000
100,000
150,000
 
11/30/2021(2)
100,000
200,000
300,000
 
12/01/2021(2)
50,000
100,000
150,000
 
12/31/2021(2)
100,000
200,000
300,000
 
04/01/2022(2)
100,000
200,000
300,000
 
08/06/2022(2)
100,000
200,000
300,000
 
10/01/2021
11,192
22,383
44,766
900,020
 
10/01/2021
14,922
600,014
Anthony Aisquith
(1)
375,000
750,000
1,500,000
 
10/01/2021(2)
50,000
100,000
150,000
 
11/30/2021(2)
100,000
200,000
300,000
 
12/01/2021(2)
50,000
100,000
150,000
 
12/31/2021(2)
100,000
200,000
300,000
 
04/01/2022(2)
100,000
200,000
300,000
 
08/06/2022(2)
100,000
200,000
300,000
 
10/01/2021
11,192
22,383
44,766
900,020
 
10/01/2021
14,922
600,014
Jack Ezzell
(1)
125,000
250,000
500,000
 
10/01/2021(2)
50,000
100,000
150,000
 
11/30/2021(2)
100,000
200,000
300,000
 
12/01/2021(2)
50,000
100,000
150,000
 
12/31/2021(2)
100,000
200,000
300,000
 
04/01/2022(2)
100,000
200,000
300,000
 
08/06/2022(2)
100,000
200,000
300,000
 
10/01/2021
3,731
7,461
14,922
300,007
 
10/01/2021
4,974
200,005
(1)
The amounts included in these rows represent the potential threshold, target, and maximum payouts under the annual cash incentive awards for each Named Executive Officer. Actual payouts of the annual cash incentive awards were determined based on achievement of specified performance measures. For more information, see the section entitled “Compensation Discussion and Analysis—Annual Cash Incentive Awards” above.
(2)
The amounts included in these rows represent the potential threshold, target, and maximum payouts under the target awards issued to each Named Executive Officer under the AIP with respect to 2022 acquisitions. The date set forth in the grant date column represents the date of the applicable acquisition. Actual payouts of the target AIP awards will be determined on the second anniversary of the applicable acquisition based on the acquired business’s achievement of specified performance measures. For more information, see the section entitled “Compensation Discussion and Analysis—Acquisition Incentive Program” above.
(3)
The amounts included in these three columns represent the number of PSUs granted pursuant to the Incentive Plan during fiscal year 2022 that would contingently vest upon the achievement of a threshold, target, and maximum level of performance. The actual number of PSU awards that were contingently earned was determined based on achievement of specified performance measures. These PSUs were issued in connection with annual compensation awards for fiscal year 2022 and, the number of PSUs contingently earned vest in three equal installments on each of September 30, 2022 (or, if later, the date performance is certified), September 30, 2023 and September 30, 2024. For more information, see the section entitled “Compensation Discussion and Analysis—Annual Long-Term Incentive Awards” above.
(4)
The amounts included in this column represent the number of RSUs granted pursuant to the Incentive Plan during fiscal year 2022. These RSUs were issued in connection with annual compensation awards for fiscal year 2022 and, will vest in three equal installments on each anniversary of September 30, 2021. For more information, see the section entitled “Compensation Discussion and Analysis—Annual Long-Term Incentive Awards” above.
(5)
The amounts in this column represent the grant date fair value of RSU and PSU awards granted to our Named Executive Officers during fiscal year 2022 computed in accordance with FASB ASC 718 excluding the effects of estimated forfeitures. These amounts do not reflect the actual value that may be ultimately realized by the executive. See Note 12 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended September 30, 2022 for a discussion of the assumptions used in determining the FASB ASC 718 grant date fair value of these awards.
For purposes of determining the grant date fair value of the PSUs granted during fiscal year 2022, in accordance with SEC rules and FASB ASC Topic 718, we have assumed settlement of the PSUs at the target level of performance. Based on the Company’s
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achievement of the applicable performance metrics during the performance period beginning on October 1, 2021 and ending on September 30, 2022, 200% of the PSUs were earned and will vest ratably over a three-year period, subject to the Named Executive Officer’s continued performance of services to the Company through each vesting date.
Narrative to the Summary Compensation Table and Grants of Plan Based Awards Table
Employment Agreements
Each of our Named Executive Officers was party to an employment agreement during the 2020, 2021 and 2022 fiscal years (each, including any applicable amendment, an “Employment Agreement,” and collectively, the “Employment Agreements”). The Employment Agreements currently in effect were entered into with each of our Named Executive Officers in connection with the IPO. The narrative below summarizes the payments and benefits that each Named Executive Officer is currently eligible to receive on an annual basis.
Base Salary. Each Named Executive Officer’s base salary is a fixed component of annual compensation for performing specific job duties and functions. In connection with our IPO, the compensation committee engaged the human resources consulting division of Aon as our compensation consultant who assisted in setting the initial base salaries for the Named Executive Officers. Base salary will be reviewed by the Board of Directors or the compensation committee periodically according to our normal compensation review standards and we intend to continue to use Aon to determine appropriate adjustments to base salaries going forward. The Employment Agreements provide for annual salaries of at least $670,000, $670,000 and $400,000 for Mr. Singleton, Mr. Aisquith and Mr. Ezzell, respectively. For fiscal year 2021, the compensation committee approved cost of living adjustments, resulting in the following annual base salaries with certain adjustments for our Named Executive Officers: $725,000, $725,000 and $425,000 for Mr. Singleton, Mr. Aisquith and Mr. Ezzell, respectively. For fiscal year 2022, the compensation committee did not adjust the annual base salaries for our Named Executive Officers.
In fiscal year 2020, in response to the impacts of COVID-19, Messrs. Singleton and Aisquith elected to defer 100% of their base salaries for two months and Mr. Ezzell voluntarily agreed to reduce his salary by 20% for three months. These executives later received a one-time cash payment equal to the amount deferred or reduced and their salaries were restored to pre-COVID-19 levels. No such adjustments to the Named Executive Officers’ base salaries were deemed necessary in fiscal years 2021 or 2022.
Annual Bonus. In fiscal year 2020, the Company adopted a robust annual incentive program in which all of our Named Executive Officers participated in the 2020, 2021 and 2022 fiscal years. The amount of the annual bonus earned by each Named Executive Officer is contingent upon the achievement of metrics and targets to set annually by the compensation committee, and may range from 0% to 200% of each Named Executive Officer’s target annual bonus, based on the achievement of such metrics and targets. Adjusted EBITDA and aged inventory were utilized as metrics in fiscal years 2020, 2021 and 2022. We intend to continue to use these metrics going forward. The Employment Agreements provide for a target annual bonus of at least $520,000, $520,000 and $100,000 for Mr. Singleton, Mr. Aisquith and Mr. Ezzell, respectively. For fiscal year 2021, the compensation committee approved increases to the target annual bonus for each Named Executive Officer, resulting in the following target amounts: $750,000, $750,000 and $250,000 for Mr. Singleton, Mr. Aisquith and Mr. Ezzell, respectively. For fiscal year 2022, the compensation committee did not adjust the target annual bonus for each Named Executive Officer.
Long Term Incentive Compensation. Each Named Executive Officer has also historically been eligible to participate in our incentive unit plan and, effective with the closing of our IPO, the Incentive Plan. The Employment Agreements provide for an initial target value for annual grants of long-term equity incentive awards to the Named Executive Officers, with the number of incentive units to be issued to each Named Executive Officer determined based on the market price of our common stock on the date of grant. The initial target amounts provided in the Employment Agreements were $520,000, $520,000 and $300,000 for Mr. Singleton, Mr. Aisquith and Mr. Ezzell, respectively. The target aggregate value for each Named Executive Officer’s annual long-term equity incentive award is determined annually by the compensation committee or the Board. For fiscal year 2021 and fiscal year 2022, the target amounts were set at $1,500,000, $1,500,000 and $500,000 for Mr. Singleton, Mr. Aisquith and Mr. Ezzell, respectively. Actual payouts of the annual long-term incentive awards (and thus the number of shares of common stock that may be granted to each Named Executive Officer) were determined based on achievement of specified performance measures. For more information, see
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the section entitled “Compensation Discussion and Analysis—Annual Long-Term Incentive Awards” above. The grant date fair value of RSU awards and PSU awards provided to each Named Executive Officer has been disclosed above in the “Stock Awards” columns of the Summary Compensation Table.
Acquisition Incentive Program. In fiscal year 2022, the Company adopted a long-term cash incentive program in which all of our Named Executive Officers participated during the 2022 fiscal year. Under the AIP, each Named Executive Officer is granted a target award equal to $50,000 for the Company’s small acquisitions and equal to $100,000 for the Company’s large acquisitions. The amount of each target AIP award earned by the Named Executive Officers is contingent upon the achievement of performance measures by the acquired business over the two year period following its acquisition by the Company. The adjusted EBITDA of acquisitions two years after closing compared to its preacquisition performance and is equal to a percentage of the target AIP award in amounts ranging from 0% to 300%. Any amounts earned under the AIP will be paid to the Named Executive Officers as soon as practicable following the two year anniversary of the applicable acquisition, provided that the Named Executive Officers remain continuously employed by the Company through the date on which such amount is paid by the Company. During fiscal year 2022, the Company completed eight acquisitions, two of which qualified as small acquisitions under the AIP and four of which qualified as large acquisitions under the AIP. As such, each Named Executive Officer received an aggregate of $500,000 of target awards under the AIP with respect to acquisitions completed by the Company in 2022. No amounts will become eligible to be earned under the AIP, if at all, until the Company’s 2024 fiscal year. As such, no amounts are reflected in the Summary Compensation Table with respect to the target AIP awards granted during fiscal year 2022. For more information, see the section entitled “Compensation Discussion and Analysis—Acquisition Incentive Program” above.
Other Compensation Elements. We offer participation in broad-based retirement, health and welfare plans to all of our employees. We currently maintain a retirement plan intended to provide benefits under section 401(k) of the Internal Revenue Code, under which employees, including our Named Executive Officers, are allowed to contribute portions of their base compensation to a tax-qualified retirement account and receive discretionary matching contributions. In fiscal year 2022, matching contributions were made to participating employees equal to 50% of the employee’s deferral up to 4% of the employee’s compensation, subject to applicable nondiscrimination limitations imposed by the Internal Revenue Code. During fiscal year 2022, only Mr. Ezzell participated in our retirement plan. The amount of matching contributions made on behalf of Mr. Ezzell are included in the “All Other Compensation” column of the Summary Compensation Table.
Outstanding Equity Awards at Fiscal Year-End
The following table reflects information regarding outstanding equity-based awards held by our Named Executive Officers as of September 30, 2022, which consist of RSUs and PSUs granted under the Incentive Plan. All outstanding equity-based awards held by our Named Executive Officers as of September 30, 2022 are included in the table below.
 
 
Stock Awards(1)
Name Number of
Date of Grant
Number of
Shares or
Units of Stock
That Have Not
Vested
(#)
Market Value
of Shares or
Units of Stock
That Have Not
Vested
($)(9)
Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested
(#)
Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested
($)(9)
P. Austin Singleton
02/11/20(2)
8,667
260,948
 
03/02/20(3)
30,333
913,337
 
10/01/20(4)
5,076
152,823
 
10/01/20(5)
30,454
916,970
 
01/20/21(4)
9,566
288,032
 
01/20/21(5)
57,394
1,728,133
 
10/01/21(7)
9,948
299,534
 
10/01/21(8)
44,766
1,347,904
 
 
 
 
 
 
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Stock Awards(1)
Name Number of
Date of Grant
Number of
Shares or
Units of Stock
That Have Not
Vested
(#)
Market Value
of Shares or
Units of Stock
That Have Not
Vested
($)(9)
Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested
(#)
Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested
($)(9)
Anthony Aisquith
02/11/20(2)
8,667
260,948
 
03/02/20(3)
30,333
913,337
 
10/01/20(4)
5,076
152,823
 
10/01/20(5)
30,454
916,970
 
01/20/21(4)
9,566
288,032
 
01/20/21(5)
57,394
1,728,133
 
10/01/21(7)
9,948
299,534
 
10/01/21(8)
44,766
1,347,904
 
 
 
 
 
 
Jack Ezzell
02/11/20(2)
5,000
150,550
 
03/02/20(6)
20,000
602,200
 
03/02/20(3)
17,500
526,925
 
10/01/20(4)
2,929
88,177
 
10/01/20(5)
17,570