DEF 14A 1 ny20001526x1_def14a.htm DEF 14A
OneWater Marine Inc.
Shareholder Annual Meeting in a DEF 14A on 01/12/2022   Download
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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 the appropriate box):
No fee required.
 
 
 
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 
 
1)
Title of each class of securities to which transaction applies:
 
 
 
 
2)
Aggregate number of securities to which transaction applies:
 
 
 
 
3)
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Total fee paid:
 
 
 
 
 
 
Fee paid previously with preliminary materials.
 
 
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
 
 
1)
Amount Previously Paid:
 
 
 
 
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Form, Schedule or Registration Statement No.:
 
 
 
 
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Filing Party:
 
 
 
 
4)
Date Filed:
 
 
 

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on February 23, 2022
at 9:00 a.m. Eastern Time
Dear Stockholder:
You are cordially invited to attend the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of OneWater Marine Inc., a Delaware corporation (the “Company”). Due to the public health impact of the coronavirus pandemic (COVID-19), the protocols and guidelines that federal, state and local governments have imposed or recommended, and to support the health and well-being of our stockholders, employees and their families, this year’s Annual Meeting will be held in a virtual-meeting format only via live webcast on February 23, 2022, at 9:00 a.m. Eastern Time. You may attend the Annual Meeting virtually via the Internet by accessing www.virtualshareholder meeting.com/ONEW2022, 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, 2022 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 three Class II directors, Christopher W. Bodine, Jeffrey B. Lamkin and Bari A. Harlam, to serve as Class II directors until the 2025 annual meeting of stockholders (or until the 2023 annual meeting of stockholders if Proposal No. 3 is approved and the Declassification Amendment (as defined in the enclosed proxy statement) is filed and becomes effective as described in the enclosed proxy statement) 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 amended and restated certificate of incorporation (the “Current Certificate”) to eliminate the supermajority voting requirements therein;
(3)
the approval of an amendment to our Current Certificate to declassify our board of directors (the “Board”);
(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 approval of, on an advisory (non-binding) basis, the frequency of future advisory votes to approve the compensation of our Named Executive Officers;
(6)
the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2022; and
(7)
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 three Class II 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 three Class II director nominees, FOR the approval of the amendment to the Current Certificate to eliminate the supermajority voting requirements therein, FOR the approval of the amendment to the Current Certificate to declassify the Board, FOR the approval of, on an advisory (non-binding) basis, the compensation of our Named Executive Officers, for future advisory votes to approve the compensation of our Named Executive Officers to be held EVERY YEAR, 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, 2022. 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

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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 2021 annual report to stockholders online, with paper copies available free of charge upon request. On or about January 12, 2022, 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 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 12, 2022 and are expected to be first made available to stockholders on or about January 12, 2022.
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/ONEW2022 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 12, 2022
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON FEBRUARY 23, 2022
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
2022 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 23, 2022
at 9:00 a.m. Eastern Time

via Live Webcast by Accessing
www.virtualshareholdermeeting.com/ONEW2022
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 2022 Annual Meeting of Stockholders (the “Annual Meeting”), to be held via live webcast on February 23, 2022, at 9:00 a.m. Eastern Time by accessing www.virtualshareholdermeeting.com/ONEW2022. The proxy materials include the notice of annual meeting of stockholders, this proxy statement for the Annual Meeting, a 2021 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 Securities and Exchange Commission (the “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 12, 2022, 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, 2022 (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, 13,721,355 shares of Class A common stock were issued and outstanding (constituting 13,721,355 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.”
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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 15,151,295 votes) will constitute a quorum for the transaction of business at the 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/ONEW2022. To be admitted to the Annual Meeting and vote your shares, you must go to www.virtualshareholdermeeting.com/ONEW2022 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/ONEW2022. 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
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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.
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, “withhold” votes and “broker non-votes”?
Abstentions and “Withhold” Votes
If you are a stockholder of record and you vote “abstain” on the Supermajority Amendment (defined below), the Declassification 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 Supermajority Amendment, the Declassification 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.
If you are a stockholder of record and you “abstain” from voting on the frequency of future advisory votes to approve the compensation of our Named Executive Officers, your shares will be counted as present in person or by proxy and entitled to vote, but will have no effect on the outcome, because the frequency period that receives the most votes (every one, two or three years) will be deemed to be the recommendation of the stockholders.
If you are a stockholder of record and you vote “withhold” in the election of a director, your shares will be counted as present in person or by proxy and entitled to vote, but will have no effect on the outcome, because the director nominees who receive the highest number of “for” votes are elected. Because the election is uncontested, this means that each director will be elected provided there is a quorum and he receives at least one vote “for” his election.
In all cases, if you are a stockholder of record and you vote “withhold” or “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 or withhold authority to vote for one or more nominees for director, 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 resolution to approve the compensation of our Named Executive Officers, the resolution to approve the frequency of future advisory votes
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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 Supermajority Amendment and the Declassification Amendment require the affirmative vote of at least 66 2/3% of the outstanding shares of our common stock, broker non-votes will have the same effect as a vote “against” these 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.
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 a plurality of the votes cast by holders 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, with the nominees obtaining the most votes being elected. Because there is no minimum vote required, abstentions and broker non-votes will have no effect on the outcome.
Proposal No. 2 — Approval of the amendment to the Current Certificate to eliminate the supermajority voting requirements therein. This proposal (the “Supermajority Amendment”) must be approved by the affirmative vote of at least 66 2/3% in 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 Current Certificate to declassify Board. This proposal (the “Declassification Amendment”) must be approved by the affirmative vote of at least 66 2/3% in 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. 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 — Approval of, on an advisory (non-binding) basis, the frequency of future advisory votes to approve the compensation of our Named Executive Officers. This advisory vote provides a choice among three frequency periods for future advisory votes to approve the compensation of our Named Executive Officers. The frequency period receiving a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter will be the recommendation of the stockholders. Thus, the frequency period that receives the most votes (every one, two or three years) will be deemed to be the recommendation of the stockholders. Because there is no minimum vote required, abstentions and broker non-votes will have no effect on the vote outcome.
Proposal No. 6 — 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 of stockholders 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.
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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 eliminate the supermajority voting provisions therein.
“FOR” the approval of the amendment to the Current Certificate to declassify the Board.
“FOR” the approval of, on an advisory (non-binding) basis, the compensation of our Named Executive Officers.
To hold future advisory votes to approve the compensation of our Named Executive Officers EVERY YEAR.
“FOR” the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2022.
10. What do you need to do to attend the Annual Meeting?
The 2022 Annual Meeting will be a completely virtual meeting. There will be no physical meeting location. The meeting will only be conducted via live webcast. We have adopted a virtual format this year for our Annual Meeting in light of the public health impact of the coronavirus pandemic (COVID-19) and to support the health and well-being of our stockholders, employees and their families. 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.
In order to attend, you must register in advance at www.virtualshareholdermeeting.com/ONEW2022. 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, 2022, 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 in your instructional email.
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. Although the live webcast is available only to stockholders as of the Record Date at the time of the Annual Meeting, the webcast of the Annual Meeting will be archived for the public for one year after the date of the Annual Meeting at www.onewatermarine.com.
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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, 2022. If you have difficulty accessing the meeting, please call the technical support number that will be posted in your instructional email. 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.
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
Our Current Certificate provides that the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of stock of the Company entitled to vote thereon shall be required to effect: (i) the removal of a member of the Board; (ii) the amendment, alteration or repeal by the stockholders of any bylaw adopted or amended by the Board; and (iii) the amendment, alteration or repeal of any provision of the Current Certificate (the “Supermajority Voting Requirements”). The Supermajority Amendment will eliminate these supermajority requirements. Consequently, if the Supermajority Amendment is adopted, our certificate of incorporation will not require that a proposed amendment, alteration, change or repeal of any provision in our certificate of incorporation be subject to approval by a supermajority of our stockholders. The Board has unanimously approved the Supermajority Amendment, subject to stockholder approval. The Board has unanimously determined that the Supermajority Amendment is advisable and in the best interests of the Company and our stockholders, and, in accordance with the General Corporation Law of the State of Delaware, hereby seeks approval of the Supermajority Amendment by our stockholders.
As described below, the Board has nominated Christopher W. Bodine, Jeffrey B. Lamkin and Bari A. Harlam for election as Class II directors at the Annual Meeting. Messrs. Bodine and Lamkin and Ms. Harlam have each indicated their willingness to serve if elected. You may not vote by proxy or in person for a greater number of persons than the three 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 Christopher W. Bodine, Jeffrey B. Lamkin and Bari A. Harlam for election as Class II directors. Ms. Harlam was appointed to the Board on May 12, 2020. Ms. Harlam was recommended to the Board by another director. The nominating and governance committee reviewed her qualifications in the same manner as it reviews other potential candidates, described above. 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 amended and restated 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 and Incumbent Directors
The nominating and governance committee has recommended, and the Board has nominated, Messrs. Bodine and Lamkin and Ms. Harlam to be elected as Class II directors at the Annual Meeting. The following table sets forth the following information for Messrs. Bodine and Lamkin and Ms. Harlam and the Company’s continuing directors: their respective ages as of the Record Date, the positions currently held with the Company, the year each was first elected or appointed a director of the Company, the year their current term will expire and their current class.
Nominee/Director Name
Age
Position
Director
Since
Year
Current
Term
Expires(1)
Current
Director
Class
Nominees for Class II Directors:
 
 
 
 
 
Christopher W. Bodine
66
Director
2020
2022
II
Jeffery B. Lamkin
52
Director
2020
2022
II
Bari A. Harlam
60
Director
2020
2022
II
Continuing Directors:
 
 
 
 
 
P. Austin Singleton
48
Founder, Chief Executive Officer and Director
2020
2024
I
Mitchell W. Legler
79
Director and Chairman of the Board
2020
2024
I
John F. Schraudenbach
62
Director
2020
2024
I
Anthony Aisquith
54
President, Chief Operating Officer and Director
2020
2023
III
Keith R. Style
48
Director
2020
2023
III
John G. Troiano
51
Director
2020
2023
III
(1)
If Proposal No. 3 is approved and the Declassification Amendment is filed and becomes effective as described in this proxy statement, each director’s term will expire at the 2023 annual meeting of stockholders.
Board Matrix
The following matrix provides information regarding each nominee for election as a director and each continuing 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
Legler
Schraudenbach
Singleton
Style
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
 
Class I Directors Continuing in Office Until 2024 (or Until 2023 as Described in this Proxy Statement)
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
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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 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.
Mitchell W. Legler – Mr. Legler has served on our Board of Directors since the closing of our initial public offering in February 2020 (the “IPO”) and served as Chairman of the Board of Managers of OneWater LLC from 2015 until the IPO. Mr. Legler is a business lawyer representing clients in corporate, commercial, and real estate law, and is a majority shareholder of the law firm Kirschner & Legler, P.A. Mr. Legler was a director of IMC Mortgage Company and Stein Mart, Inc. (NASDAQ: SMRT) (“Stein Mart”), both public companies, and served as general counsel to Stein Mart until his retirement in 2019. Mr. Legler has served as Director to a number of private companies in the healthcare, software development, international transportation, automotive retail, and real estate development fields. Mr. Legler received a B.A. with honors in Political Science from the University of North Carolina and a J.D. from the University of Virginia. Our Board of Directors believes Mr. Legler is qualified to serve on our Board of Directors because of his public company experience and his general legal expertise.
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 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.
Class II Directors Nominated for Election
The following three people have been nominated by the Board to be elected as Class II directors at the 2022 Annual Meeting.
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 was formerly a Director at Allergan plc (NYSE: AGN) and is currently a Director at ContinuumRX Services, Inc. Mr. Bodine is also a Venture Partner at NewSpring Capital. Prior to these positions, he was a director at 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 Mohawk Group Holdings, Inc. (NASDAQ: MWK) 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)
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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.
Class III Directors Continuing in Office Until 2023
Anthony Aisquith—President, 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 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. The Board believes Mr. Aisquith’s extensive industry experience and his familiarity with the Company qualify him to serve as a director.
Keith R. Style – Mr. Style has served on our Board of Directors since the closing of our IPO and served on the Board of Managers of OneWater LLC from 2015 until the IPO. Mr. Style has over 20 years of finance and accounting experience and is a Managing Director at The Presidio Group, a leading merchant bank and investment banking advisor in the retail automotive sector. From March 2017 to February 2018, Mr. Style served as interim Chief Financial Officer of OneWater LLC. Prior to OneWater LLC, Mr. Style served as the Senior Vice President and Chief Financial Officer of Asbury Automotive Group, Inc. (NYSE: ABG) (“Asbury”), a Fortune 500 company and one of the largest automotive retailers in the United States. After joining Asbury in 2003, Mr. Style held various roles in SEC Reporting, Treasury, Compliance, Investor Relations, Risk Management, Dealership Services and Process Innovation. Prior to joining Asbury, Mr. Style served in several finance and accounting positions at Sirius Satellite Radio, Inc. (NASDAQ: SIRI). Mr. Style holds a B.A. in Economics and Business from Lafayette College. Our Board of Directors believes that Mr. Style is qualified to serve on our Board of Directors because of his industry and public company experience, as well as his financial and leadership background.
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
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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.
Board Diversity Matrix
The table below provides certain highlights of the composition of our Board members and nominees as of January 4, 2021. 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, 2021)
Total Number of Directors
 
 
9
 
 
 
Female
Male
 
Non-Binary
Did Not
Disclose
Gender
Part I: Gender Identity
 
 
 
 
 
Directors
1
8
 
Part II: Demographic Background
 
 
 
 
 
African American or Black
 
Alaskan Native or Native American
 
Asian
 
Hispanic or Latinx
 
Native Hawaiian or Pacific Islander
 
White
1
8
 
Two or More Races or Ethnicities
 
LGBTQ+
 
 
 
 
Did Not Disclose Demographic Background
 
 
 
 
Vote Required
The nominees who receive the greatest number of affirmative votes will be elected as Class II directors, to hold office until the 2025 annual meeting of stockholders (or until the 2023 annual meeting of stockholders if Proposal No. 3 is approved and the Declassification Amendment is filed and becomes effective as described in this proxy statement) and until their successors are elected and qualified, unless they resign or their seats become vacant due to removal or death. Abstentions 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 THREE CLASS II 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 ELIMINATE THE SUPERMAJORITY VOTING REQUIREMENTS THEREIN
Background
Our Current Certificate provides that the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of stock of the Company entitled to vote thereon shall be required to effect: (i) the removal of a member of the Board; (ii) the amendment, alteration or repeal by the stockholders of any bylaw adopted or amended by the Board; and (iii) the amendment, alteration or repeal of any provision of the Current Certificate (the “Supermajority Voting Requirements”). The Supermajority Amendment will eliminate these supermajority requirements. Consequently, if the Supermajority Amendment is adopted, our certificate of incorporation will not require that a proposed amendment, alteration, change or repeal of any provision in our certificate of incorporation be subject to approval by a supermajority of our stockholders. The Board has unanimously approved the Supermajority Amendment, subject to stockholder approval. The Board has unanimously determined that the Supermajority Amendment is advisable and in the best interests of the Company and our stockholders, and, in accordance with the General Corporation Law of the State of Delaware, hereby seeks approval of the Supermajority Amendment by our stockholders.
Proposed Supermajority Amendment
The Board is asking our stockholders to approve amendments to Articles FIFTH, EIGHTH, and ELEVENTH of our Current Certificate. The text of the Supermajority Amendment is attached hereto as Appendix A, with additions marked with bold, underlined text and deletions indicated by strike-out text.
Reasons for the Supermajority Amendment
The nominating and governance committee of our Board regularly considers a broad range of corporate governance issues and is committed to adopting governance practices that are beneficial to the Company and our stockholders. The elimination of supermajority voting requirements in corporate governance documents is increasingly considered an important aspect of good corporate governance and a concern to many of our investors.
Our current Supermajority Voting Requirements have been in place since our IPO. At that time, our Board believed that such thresholds were an important piece of the Company’s governance structure in order to promote continuity and stability and were in the best interests of the Company and its stockholders. The Board also believed that such supermajority voting thresholds enhanced the independence of our directors from special interests and protected the Company from unfair and abusive takeover practices.
Our Board recognizes that removing the Supermajority Voting Requirements is consistent with generally held views of evolving corporate governance practices. Our Board has listened to the views of stockholders and the investor community on this issue and has also considered the limited benefits of the Supermajority Voting Requirements to the Company and its stockholders. In addition, our Board acknowledges that many other public companies have transitioned away from these kinds of supermajority voting provisions. The Board has also considered the fact that removing the Supermajority Voting Requirements will make future amendment of aspects of our amended and restated certificate of incorporation possible with the affirmative votes of fewer shareholders. In view of these considerations, our Board has unanimously determined to eliminate the Supermajority Voting Requirements as proposed.
Effectiveness of the Supermajority Amendment
If the Supermajority Amendment is approved by our stockholders, the Supermajority Amendment will become effective upon the filing of a Certificate of Amendment with the Delaware Secretary of State, which filing is expected to occur as soon as reasonably practicable after the Annual Meeting. If the Supermajority Amendment is not approved by our stockholders, the Current Certificate will not be amended, and the Supermajority Voting Requirements will remain in effect.
Vote Required
Approval of the Supermajority Amendment requires the affirmative vote of 66 2/3% in 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.
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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 Supermajority Amendment.
This Proposal No. 2 is separate from, and is not conditioned on, the approval of Proposal No. 3 (Approval of Amendment to Certificate of Incorporation to Declassify the Board of Directors). Your vote on Proposal No. 3 does not affect your vote on Proposal No. 2. You can vote FOR, AGAINST, or ABSTAIN from voting on either of these proposals.
THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE PROPOSED AMENDMENT OT THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE SUPERMAJORITY VOTING REQUIREMENT.
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PROPOSAL NO. 3 – APPROVAL OF THE AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD
Background
The Board currently consists of nine directors divided into three classes (Class I, Class II and Class III), and directors in each class are elected to serve three-year staggered terms that expire in successive years. The Board has unanimously approved the Declassification Amendment, subject to stockholder approval. The Board has unanimously determined that the Declassification Amendment is advisable and in the best interests of the Company and our stockholders, and, in accordance with the General Corporation Law of the State of Delaware, hereby seeks approval of the Declassification Amendment by our stockholders.
If this proposal is approved, commencing with the election of directors at the 2023 annual meeting of stockholders, all directors shall be elected annually for terms of one year, and each director elected at or after the 2023 annual meeting of stockholders shall hold office until the next succeeding annual meeting of stockholders and until his or her successor has been duly elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.
In addition, if this proposal is approved, each director elected prior to the 2023 annual meeting of stockholders for a term extending beyond the 2023 annual meeting of stockholders shall, notwithstanding such term, hold office only until the 2023 annual meeting of stockholders and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. If this proposal is approved, each Class II director elected at this Annual Meeting shall serve a term that expires at the 2023 annual meeting. Each Class I director with a term that extends beyond the 2023 annual meeting of stockholders have agreed that if this proposal is approved such director shall tender his or her resignation as a director to be effective upon the 2023 annual meeting of stockholders. If this proposal is approved, all directors of the Company shall be elected for one-year terms at the 2023 annual meeting of stockholders.
This proposal, if approved, would not change the Board's authority to change the present number of directors and to fill any vacancies or newly created directorships. Any director appointed to fill newly created Board seats or vacancies would hold office for the remaining term of his or her predecessor, which would be for a term expiring at the next annual meeting of stockholders following his or her appointment. In addition, because our Board is classified, our Current Certificate currently provides that directors may be removed only for cause, consistent with Delaware law. This proposal provides that all directors may be removed without cause.
Proposed Declassification Amendment
The Board is asking our stockholders to approve the amendments to Article FIFTH of our Current Certificate. The text of the Declassification Amendment is attached hereto as Appendix B, with additions marked with bold, underlined text and deletions indicated by strike-out text.
Reasons for the Declassification Amendment
This proposal is a result of the Board’s ongoing review of the Company’s corporate governance policies. A classified board structure can be viewed as diminishing a board’s accountability to stockholders because such structure does not enable stockholders to express a view on each director’s performance by means of an annual vote. Annual voting allows stockholders to express their views on the individual performance of each director and on the entire board of directors more frequently than with a classified board structure, which provides stockholders a more active role in shaping and implementing corporate governance policies. The Board believes that approval of an accelerated declassification of the Board will further enhance stockholder input, feedback and engagement through the annual meeting of stockholders process.
The Board has considered the fact that an activist shareholder (or group of shareholders) could gain control of the Company by acquiring or obtaining enough shares to replace the entire Board with its own nominees at a single annual meeting of stockholders, which could result in radical changes to the way the Company is operated.
In view of these considerations, the Board has unanimously determined that it is in the best interests of the Company and its stockholders to further adopt best-in-class corporate governance practices and amend our
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Current Certificate to eliminate the Company’s classified board structure and provide for the annual election of directors. Although he Company is relatively new, the Board decided to adhere to market’s best practice in corporate governance by having all directors seeking election or reelection every year.
Effectiveness of the Declassification Amendment
If the Declassification Amendment is approved by our stockholders, the Declassification Amendment will become effective upon the filing of a Certificate of Amendment with the Delaware Secretary of State, which filing is expected to occur as soon as reasonably practicable after the Annual Meeting. If the Declassification Amendment is not approved by our stockholders, the Current Certificate will not be amended, and the Board will remain classified as set forth in the Current Certificate.
Vote Required
Approval of the Declassification Amendment requires the affirmative vote of 66 2/3% in 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 Declassification Amendment.
This Proposal No. 3 is separate from, and is not conditioned on, the approval of Proposal No. 2 (Approval of Amendment to Eliminate the Supermajority Voting Requirement). Your vote on Proposal No. 2 does not affect our vote on Proposal No. 3. You can vote FOR, AGAINST, or ABSTAIN from voting on either of these proposals.
THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE PROPOSED AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD.
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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 2022 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.
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 NO. 5 – APPROVAL OF, ON AN ADVISORY (NON-BINDING) BASIS THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Background
We are required by the Dodd-Frank Act, as well as Rule 14a-21 of the Exchange Act, to provide stockholders with a separate advisory (non-binding) vote for the purpose of asking stockholders to express their preference for the frequency of future advisory votes to approve the compensation of our Named Executive Officers. Stockholders may indicate whether they would prefer an advisory vote to approve the compensation of our Named Executive Officers every one, two or three years (or may abstain from voting). We are required to solicit stockholder votes on the frequency of future advisory votes to approve the compensation of our Named Executive Officers at least once every six years, although we may seek stockholder input more frequently.
The frequency period that receives the most votes (every one, two or three years) will be deemed to be the recommendation of the stockholders. However, because this vote is advisory and not binding on the Board or the compensation committee, the Board may decide that it is in the best interest of our stockholders and the Company to hold an advisory vote to approve the compensation of our Named Executive Officers more or less frequently than the option selected by a plurality of our stockholders. The Board will, however, carefully consider the outcome of this vote when considering the frequency of future advisory votes to approve the compensation of our Named Executive Officers.
The Board believes there is a reasonable basis for holding the advisory vote to approve the compensation of our Named Executive Officers every year, every two years or every three years; less frequent votes encourage a more long-term analysis of the Company’s executive compensation programs and would avoid the burden that annual votes would impose on stockholders required to evaluate the executive compensation program each year, but more frequent votes provide stockholders with the opportunity to react to emerging trends in compensation and give the Board and the compensation committee the opportunity to evaluate the compensation program each year in light of timely input from stockholders. The Board believes it is best practice to hold the advisory vote to approve the compensation of our Named Executive Officers every year.
Therefore, the Board recommends that the stockholders vote to hold the advisory vote to approve the compensation of our Named Executive Officers every year. Stockholders are not voting, however, to approve or disapprove of this particular recommendation. The proxy card provides four choices, and stockholders are entitled to vote on whether the advisory vote to approve the compensation of our Named Executive Officers shall be held every one, two or three years or to abstain from voting.
Vote Required
The frequency period that receives the most votes (every one, two or three years) will be deemed to be the recommendation of the stockholders. You may also abstain from voting. Abstentions 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 the holders of the proxies will vote for a frequency period of EVERY YEAR.
THE BOARD RECOMMENDS A VOTE TO HOLD FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS EVERY YEAR.
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PROPOSAL 6 – 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, 2022 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, 2021, 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. The audit committee has determined that the non-audit services performed by Grant Thornton LLP in the fiscal year ended September 30, 2021 were compatible with maintaining the independent registered public accounting firm’s independence. 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, 2020 and 2021.
 
2021
2020
Audit fees(1)
$901,499
$ 981,851
Audit-related fees
Tax fees(2)
245,633
All other fees
24,163
Total
$925,662
$1,227,484
(1)
Audit fees consist of the aggregate fees billed for professional services rendered for the audit of our annual consolidated financial statements, the review of our interim consolidated financial statements and assistance with registration statements filed with the SEC, including the issuance of comfort letters and consents.
(2)
Tax fees principally include fees for tax consulting, advice and compliance.
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, 2022.
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 nine 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, 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 and Schraudenbach, who comprise our audit committee, Messrs. Bodine, Style and Troiano and Ms. Harlam, who comprise our compensation committee, and Messrs. Bodine, Legler, Schraudenbach and Style, 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 two 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 amended and restated 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, and their spouses and all other members of their household, 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, their employees, spouses and all other members of their households 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 recently 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, 2021, our Board met ten 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 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 attended the 2021 Annual Meeting. 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 amended and restated 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.
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 risks and implementing appropriate risk management practices. The Board periodically reviews our business strategy and management’s assessment of the 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 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.
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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 three 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. Schraudenbach, Lamkin and Legler serve as members of our audit committee, with Mr. Schraudenbach serving as chair of the audit committee. Each member of the audit committee is financially literate, and our Board of Directors has determined that Mr. Schraudenbach qualifies 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 eight times in the fiscal year ended September 30, 2021.
Compensation Committee
Our compensation committee consists of Messrs. Troiano, Bodine and Style and Ms. Harlam, with Mr. Troiano serving as the 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 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. 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. A subcommittee of the compensation committee approves 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
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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 2022 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 six times in the fiscal year ended September 30, 2021.
Nominating and Governance Committee
Our nominating and governance committee consists of Messrs. Bodine, Legler, Schraudenbach and Style, with Mr. Bodine serving as the 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, 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. 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 four times in the fiscal year ended September 30, 2021.
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
48
Founder, Chief Executive Officer and Director
Anthony Aisquith
54
President, Chief Operating Officer and Director
Jack Ezzell
51
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 26 years of accounting and finance experience, with over 19 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
OneWater Inc. did not pay any compensation to officers or employees until the 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 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 during the fiscal year ended September 30, 2021 (the “2021 fiscal year” or “fiscal year 2021”). However, our Chief Executive Officer, Chief Financial Officer and Chief Operating Officer were our only “executive officers” within the meaning of the SEC rules during the 2021 fiscal year. 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, during the 2021 fiscal year . 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, 2021, 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
2021 Performance Highlights
Fiscal year 2021 was OneWater’s first full year as a public company and it delivered robust financial results across a range of performance metrics, including:
Revenue increased 20.1% to $1.2 billion
Same-store Sales increased 10%
Net income increased 140% to $116.4 million or $6.96 per diluted share
Adjusted EBITDA increased 87.6% to $155.8 million
We define Adjusted EBITDA as net income (loss) before interest expense – other, income taxes, 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, gain (loss) on 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
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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.
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 2021 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 Company Class A common stock as collateral for a loan
 
 
 
 
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
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Pay-for-Performance Compensation Structure
The components of our fiscal year 2021 executive compensation program consisted primarily of the following:
Component
Performance Period
Objective
Performance Measure Methodology for 2021
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 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
Long-Term
Designed to align performance with long-term strategic goals and encourage retention of executive team
60% of total annual grants vest based on achievement of performance objectives established by the compensation committee at the beginning of the year
 
40% of total annual grants vest with respect to 25% of the award on each of the first four anniversaries of the grant date, subject to the executive’s continuous employment
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 2021, our Named Executive Officers had the following compensation mix, with more than 73.0% – 84.0% of annual executive compensation being performance based and “at risk.”

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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.
Role of Independent Compensation Consultant
During fiscal year 2021, the compensation committee engaged 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 interact 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 2021 included: America’s Car-Mart, Inc., Asbury Automotive Group, Inc., At Home 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
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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 once contingently earned, 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 four-year period. The combination of over 73.0% – 84.0% 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.
2021 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 increase our Named Executive Officer’s base salaries in 2021 as described below.
Named Executive Officer
2020
2021%
Increase
P. Austin Singleton
$670,000
$725,000
8%
Anthony Aisquith
$670,000
$725,000
8%
Jack Ezzell
$400,000
$425,000
6%
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 maximum achievement amount of 200% reflects an increase implemented by the compensation committee over the 175% maximum achievement amount that applied to annual bonus awards for 2020. Given the Company’s strong performance in fiscal year 2021, the compensation committee deemed such an increase appropriate to continue to retain and motivate the Named Executive Officers.
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 increase our Named Executive Officer’s target annual bonuses in 2021 as described below.
Named Executive Officer
2020
2021%
Increase
P. Austin Singleton
$520,000
$750,000
144%
Anthony Aisquith
$520,000
$750,000
144%
Jack Ezzell
$120,000
$250,000
108%
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 criteria measures the Company’s achievement of growth in its Adjusted EBITDA. The second criteria measures the Company’s reduction in Aged Inventory. In the fourth quarter of 2021, 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 2021 resulted
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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 140% of the target is achieved, the maximum weighted value for that metric would result.
Metric
Weighting
2021 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 2021
Achievement
Payout
Earned
Adjusted EBITDA
80%
$86,700,000
80%
100%
140%
Greater than
$121,380,000
200%
Aged Inventory
20%
Less than 15.0%
80%
100%
140%
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
2021 Base
Salary
2021 Target
Bonus
Target Bonus as
a % of Base
Salary
2021 Bonus
2021 Bonus as
a % of
Target
2021 Bonus as
a % of Base
Salary
P. Austin Singleton
$725,000
$750,000
103.5%
$1,500,000
200%
207%
Anthony Aisquith
$725,000
$750,000
103.5%
$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 2021.
Annual Long-Term Incentive Awards
Restricted Stock Unit Awards & Performance Share Unit 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 OneWater Marine Inc. 2020 Omnibus Incentive Plan (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 2021 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 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 $20.49, the closing price of the Company’s common stock on the last trading day immediately preceding October 1, 2020 (the first day of the 2021 fiscal year). A portion of this number of shares was granted on October 1, 2020, and the remainder was granted on January 20, 2021 at the time of the annual meeting. This difference in grant dates resulted in a grant date fair value higher than the target equity award values.. The aggregate target value of the RSUs and target PSUs granted to each Named Executive Officer during fiscal year 2021 as it relates to each Named Executive Officers annual base salary is described in the table below.
Named Executive Officer
2021 Total Equity
Award Target Value
2021 Base Salary
2021 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%
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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 2021 vest in equal installments on the first four anniversaries of the grant date. 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 on each of the first three anniversaries of the last day of the applicable performance period. The PSUs with a fiscal year beginning on October 1, 2020 and ending on September 30, 2021, subject to the compensation committee’s ratification of the performance results, will be contingently earned with respect to 200% of the target PSUs as described in the table below. Shares subject to contingently earned PSUs will vest in equal installments on each of October 1, 2022, October 1, 2023 and October 1, 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.
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 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.
In addition, at our 2020 Annual Meeting our stockholders approved the OneWater Marine Inc. 2021 Employee Stock Purchase Plan (the “ESPP”), pursuant to which our eligible employees, including, as applicable, our Named Executive Officers, may purchase shares of our Class A common stock at a discount to the market price through payroll deductions in accordance with the ESPP's terms. The Company has not yet established any offering periods under the ESPP, and thus none of our employees, including the Named Executive Officers, participated in the ESPP in fiscal year 2021.
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 2021, matching contributions were made to
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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 2021 are disclosed in the notes to the Summary Compensation Table.
Outreach and Say on Pay Vote
Since we are no longer considered an emerging growth company or a smaller reporting company, we will be holding our first non-binding advisory vote on the compensation of our named executive officers at our 2022 Annual Meeting. We value the opinions of our stockholders, and the compensation committee and the Board of Directors will consider the outcome of future stockholder advisory votes, including the vote which will take place at our 2022 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 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
 
 
 
John G. Troiano
 
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, 2019, 2020, 2021.
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)
2021
$725,000
$
$2,181,096
$1,500,000
$21,806
$4,427,902
 
2020
$498,654
$1,000,000
$ 669,495
$1,040,000
$18,074
$3,226,223
 
2019
$220,000
$
$
$
$35,569
$ 255,569
 
 
 
 
 
 
 
 
Anthony Aisquith
(President, Chief Operating Officer and Director)
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
 
2019
$523,972
$
$
$
$31,734
$ 555,706
 
 
 
 
 
 
 
 
Jack Ezzell
(Chief Financial Officer)
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
 
2019
$350,000
$
$
$ 50,000
$13,576
$ 413,576
(1)
Represents awards of RSUs and PSUs granted to our Named Executive Officers during fiscal year 2021. On October 1, 2020, 10,151 RSUs were granted to each of Messrs. Singleton and Aisquith and 5,857 RSUs granted to Mr. Ezzell. On January 20, 2021, 19,132 RSUs were granted to each of Messrs. Singleton and Aisquith and 3,904 RSUs granted to Mr. Ezzell. On October 1, 2020, 15,227 PSUs were granted to each of Messrs. Singleton and Aisquith, and 8,785 PSUs were granted to Mr. Ezzell. On January 20, 2021, 28,697 PSUs were granted to each of Messrs. Singleton and Aisquith, and 5,857 PSUs were 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, 2021 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 2021, 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, $3,489,744; Mr. Aisquith, $3,489,744; and Mr. Ezzell, $1,022,432. Based on the Company’s achievement of the applicable performance metrics during the performance period beginning on October 1, 2020 and ending on September 30, 2021, 200% of the PSUs will be contingently earned and will vest ratably over a 3-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 2020 Fiscal Year End” table and under the section below entitled “—Narrative Disclosure to Outstanding Equity Awards at 2019 Fiscal Year-End.”.
(2)
All of our Named Executive Officers were eligible to receive an annual cash bonus during fiscal year 2021 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 2021 includes perquisites and other personal benefits consisting of (i) premiums of $19,728 for Mr. Singleton, Mr. Aisquith, and Mr. Ezzell 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 2021. In fiscal year 2021, Mr. Ezzell participated in our 401(k) plan and received matching contributions of $4,368. 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 RSUs and PSUs to our Named Executive Officers during the fiscal year ended September 30, 2021.
Name
Grant
Date



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



Estimated Future Payouts Under
Equity Incentive Plan Awards(2)
All
Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#)(3)
Grant
Date Fair
Value of
Stock and
Option
Awards ($)(4)
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
P. Austin Singleton
375,000
750,000
1,500,000
 
10/01/2020
7,614
15,227
30,454
312,001
 
01/20/2021
14,349
28,697
57,394
996,647
 
10/01/2020
10,151
207,994
 
01/20/2021
19,132
664,454
 
 
 
 
 
 
 
 
 
 
Anthony Aisquith
375,000
750,000
1,500,000
 
10/01/2020
7,614
15,227
30,454
312,001
 
01/20/2021
14,349
28,697
57,394
996,647
 
10/01/2020
10,151
207,994
 
01/20/2021
19,132
664,454
 
 
 
 
 
 
 
 
 
 
Jack Ezzell
125,000
250,000
500,000
 
10/01/2020
4,393
8,785
17,570
180,005
 
01/20/2021
2,929
5,857
11,714
203,414
 
10/01/2020
5,857
120,010
 
01/20/2021
3,904
135,586
(1)
The amounts included in these three columns 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 three columns represent the number of PSUs granted pursuant to the Incentive Plan during fiscal year 2021 that would contingently vest upon the achievement of a threshold, target, and maximum level of performance. The actual number of PSU awards that will contingently vest was determined based on achievement of specified performance measures. These PSUs were issued in connection with annual compensation awards for fiscal year 2021 and, the number of PSUs contingently earned will vest in three equal installments on each anniversary of October 1, 2021. For more information, see the section entitled “Compensation Discussion and Analysis—Annual Long-Term Incentive Awards” above.
(3)
The amounts included in this column represent the number of RSUs granted pursuant to the Incentive Plan during fiscal year 2021. These PSUs were issued in connection with annual compensation awards for fiscal year 2021 and, will vest in four equal installments on each anniversary of September 30, 2020. For more information, see the section entitled “Compensation Discussion and Analysis—Annual Long-Term Incentive Awards” above.
(4)
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 2021 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, 2021 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 2021, in accordance with SEC rules and FASB ASC Topic 718, we have assumed settlement of the PSUs at the target level. Based on the Company’s achievement of the applicable performance metrics during the performance period beginning on October 1, 2020 and ending on September 30, 2021, 200% of the PSUs will be contingently earned and will vest ratably over a 3-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
Prior to the IPO only, Mr. Ezzell was party to an employment agreement. Each of our Named Executive Officers was party to an employment agreement during the 2020 and 2021 fiscal years (each, including any applicable amendment, an “Employment Agreement,” and collectively, the “Employment Agreements”) The
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Employment Agreements currently in effect were entered into with each of our Named Executive Officers in connection with the IPO. The employment agreements provide for the benefits described below. 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 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.
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 year 2021.
Annual Bonus
In fiscal year 2019, neither Messrs. Singleton nor Aisquith participated in an annual bonus program. However, Mr. Ezzell participated in our annual incentive compensation program pursuant to which specific objectives were communicated to Mr. Ezzell in his capacity as Chief Financial Officer. His objectives were focused on our achieving certain levels of EBITDA, timely completion of the annual audit, improvements to our internal review and Board reporting processes and making operating improvements to our accounting function.
In fiscal year 2020, the Company adopted a more robust annual incentive program in which all of our Named Executive Officers participated in both the 2020 and 2021 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 year 2020 and fiscal year 2021 and 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.
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, 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 the section entitled “Compensation Discussion and Analysis—Annual
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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.
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 2021, 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 2021, 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, 2021, 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, 2021 are included in the table below.
 
 
Stock Awards(1)
Name
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
($)(7)
Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested
(#)
Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested
($)(8)
P. Austin Singleton
02/11/20(2)
13,000
522,730
 
03/02/20(3)
45,500
1,829,555
 
10/01/20(4)
7,613
306,119
 
10/01/20(5)
30,454
1,224,555
 
01/20/21(4)
14,349
576,973
 
01/20/21(5)
57,394
2,307,813
 
 
 
 
 
 
Anthony Aisquith
02/11/20(2)
13,000
522,730
 
03/02/20(3)
45,500
1,829,555
 
10/01/20(4)
7,613
306,119
 
10/01/20(5)
30,454
1,224,555
 
01/20/21(4)
14,349
576,973
 
01/20/21(5)
57,394
2,307,813
 
 
 
 
 
Jack Ezzell
02/11/20(2)
7,500
301,575
 
03/02/20(6)
30,000
1,206,300
 
03/02/20(3)
26,250
1,055,513
 
10/01/20(4)
4,393
176,643
 
10/01/20(5)
17,570
706,490
 
01/20/21(4)
2,928
117,735
 
01/20/21(5)
11,714
471,020
(1)
Each RSU, and each PSU to the extent earned, represents the right to receive one share of our Class A common stock upon vesting.
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(2)
These RSU awards vest in equal installments on each of the first four anniversaries of February 7, 2020.
(3)
These RSU awards relate to PSU awards that became contingently earned at the maximum level of performance following the certification of the Company’s achievement of the applicable performance metrics during the performance period that began on October 1, 2019, and ended on September 30, 2020. The contingently earned PSUs then converted into RSU awards that vest in three equal installments on each of October 1, 2021, October 1, 2022, and October 1, 2023.
(4)
These RSU awards vest in equal installments on each of the first four anniversaries of September 30, 2020.
(5)
The number of units and the associate market value reported in this row assumes that the PSUs will be contingently earned at the maximum level of performance following the certification of the Company’s achievement of the applicable performance metrics during the performance period that began on October 1, 2020, and ended on September 30, 2021. As of the last day of our fiscal year, the performance metrics were preliminarily determined to have been achieved at the maximum performance level, but the achievement of the performance metrics had not yet been certified. As such, the payouts reported in this row may not be representative of the actual payouts that will occur upon the settlement of these PSU awards and the actual payouts pursuant to these PSU awards may be lower than the amounts reported in this row. The PSUs that become contingently earned following certification of achievement of the performance metrics will then convert into RSU awards that vest in three equal installments on each of the first three anniversaries of October 1, 2021.
(6)
This RSU award vest in equal installments on each of the first four anniversaries of March 2, 2020.
(7)
The amounts in this column reflect the market value of the shares of Class A common stock subject to outstanding awards of RSUs, calculated by multiplying the number of PSUs reported by $40.21, the closing price of our Class A common stock on September 30, 2021.
(8)
The amounts in this column reflect the market value of the shares of Class A common stock subject to outstanding awards of PSUs, calculated by multiplying the number of PSUs reported by $40.21, the closing price of our Class A common stock on September 30, 2021.
Narrative Disclosure to Outstanding Equity Awards at Fiscal Year-End
In connection with the IPO, we adopted the Incentive Plan. The Incentive Plan is an omnibus plan that allows the compensation committee to grant different types of equity awards. Currently, RSUs and PSUs are being granted under the Incentive Plan.
During fiscal years 2020 and 2021, we granted RSUs and PSUs to our Named Executive Officers under the Incentive Plan. For fiscal year 2020, except for the grants to Mr. Ezzell, of the aggregate value of the equity grants, 40% constituted RSUs and 60% constituted PSUs. For fiscal year 2021, the aggregate value of the equity grants was allocated 60% to PSUs and 40% to RSUs for each Named Executive Officer.
The RSUs granted to our Named Executive Officers in fiscal year 2020 equaled 17,333 units with a grant date fair value of $253,235 for each of Messrs. Singleton and Aisquith and 10,000 units with a grant date fair value of $146,100 for Mr. Ezzell. The number of units was determined based on the stock price offered to the public in connection with our IPO. On March 2, 2020, Mr. Ezzell was granted an additional 40,000 restricted stock units in recognition of his contributions to prepare the Company and for completion of the IPO. In fiscal year 2021, the RSUs granted to the Named Executive Officers equaled 29,283 total RSUs with an aggregate grant date fair value of $872,448 for each of Messrs. Singleton and Aisquith and 9,761 total RSUs with an aggregate grant date fair value of $255,596 for Mr. Ezzell. The RSUs granted in both fiscal year 2020 and fiscal year 2021 vest ratably over a 4-year period, subject to the Named Executive Officer’s continued performance of services to the Company.
The PSUs granted to our Named Executive Officers equaled 26,000 “target” units with a targeted grant date value of $416,260 for each of Messrs. Singleton and Aisquith and 15,000 “target” units with a targeted grant date value of $240,150 for Mr. Ezzell. The number of units was determined based on the stock price offered to the public in connection with our IPO. The ultimate number of units contingently earned were determined based on the performance of OneWater versus specific objectives over a one-year performance period. For the 2020 fiscal year, the amount earned with respect to the PSUs could range from 0% to 175% of the “target units,” but the amount actually earned for each Named Executive Officer with respect to fiscal year 2020 performance was 175%. During fiscal year 2021, the PSUs granted to the Named Executive Officers equaled 43,924 total PSUs with an aggregate grant date fair value of $1,308,648 for each of Messrs. Singleton and Aisquith and 14,642 total PSUs with an aggregate grant date fair value of $383,418 for Mr. Ezzell. The number of PSUs granted pursuant to the fiscal year 2021 PSU awards was determined based on a target annual equity award value determined by the compensation committee. The ultimate number of units contingently earned pursuant to the fiscal year 2020 and fiscal year 2021 PSU awards were determined based on the performance of OneWater versus specific objectives over a one-year performance period. For the 2020 fiscal year, the amount earned with respect to the PSUs could range from 0% to 175% of the “target units,” but the amount actually earned for each Named Executive Officer with respect to fiscal year 2020 performance was 175%. For the 2021 fiscal year, the amount earned with respect to the PSUs could range from 0% to 200% of the “target units,” but
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the amount actually earned for each Named Executive Officer with respect to fiscal year 2021 performance has been preliminarily determined to be 200%, subject to certification of achievement. The performance measurements for the PSUs granted in both fiscal year 2020 and 2021 are similar in structure to the annual incentive calculation and were based on performance against Adjusted EBITDA and aged inventory objectives with Adjusted EBITDA targets weighted at 80% and inventory objectives weighted at 20%. Following the initial one-year performance period, the performance-based restricted stock units contingently earned vest ratably over a 3-year period, subject to the Named Executive Officer’s continued performance of services to the Company.
The vesting schedules for the RSUs and PSUs are described in more detail below in the notes to the “Outstanding Equity Awards at Fiscal Year End” table. For more information describing the vesting of the RSUs and PSUs, see the section entitled “Compensation Discussion and Analysis—Annual Long-Term Incentive Awards” above.
Options Exercised and Stock Vested
The following table reflects, for each of our Named Executive Officers, the number of RSUs vesting during the fiscal year ended September 30, 2021.
 
 
Stock Awards
Name
 
Number of Shares
Acquired on Vesting (#)
Value Realized
on Vesting ($)(5)
P. Austin Singleton
(1)
4,333
144,809
 
(2)
2,538
102,053
 
(3)
4,783
192,324
 
 
 
 
Anthony Aisquith
(1)
4,333
144,809
 
(2)
2,538
102,053
 
(3)
4,783
192,324
 
 
 
 
Jack Ezzell
(1)
2,500
83,550
 
(4)
10,000
356,700
 
(2)
1,464
58,867
 
(3)
976
39,245
(1)
These amounts represent the vesting on February 7, 2021, of the first of four equal tranches of RSU awards originally granted on February 11, 2020.
(2)
These amounts represent the vesting on September 30, 2021, of the first of four equal tranches of RSU awards originally granted on October 1, 2020.
(3)
These amounts represent the vesting on September 30, 2021, of the first of four equal tranches of RSU awards originally granted on January 20, 2021.
(4)
These amounts represent the vesting on March 2, 2021, of the first of four equal tranches of RSU awards originally granted on March 2, 2020.
(5)
The value realized on the vesting of the RSUs reported in this column was calculated as the number of shares of Class A common stock subject to RSUs that vested (including shares withheld for tax withholding purposes) multiplied by the closing price of our common stock on the applicable vesting date, or, if such vesting date was not a trading day, the first trading day immediately following the vesting date.
Pension Benefits
The Company does not sponsor or maintain any defined benefit pension plan that provides for payments or other benefits at, following, or in connection with retirement of its employees, including the named executive officers.
Nonqualified Deferred Compensation
The Company does not sponsor or maintain any defined contribution or other plan for its employees, including the named executive officers, that provides for the deferral of compensation on a basis that is not tax-qualified.
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Potential Payments Upon Termination or Change in Control
The following discussion describes the amounts and benefits that would have been owed to the Named Executive Officers in the event of a termination of employment or a change in control as of September 30, 2021, under the Employment Agreements, the equity award agreements, and other compensatory arrangements with the Named Executive Officers.
Pursuant to the Employment Agreements, upon a termination of employment due to death, the Named Executive Officer’s estate will be entitled to (a) payment of the Named Executive Officer’s base salary through the end of the month in which such termination occurs, (b) payment of the Named Executive Officer’s annual bonus for the year in which such termination occurs, in an amount determined based on target levels of performance and pro-rated based on the number of days the executive was employed during the applicable year (the “Pro-Rated Bonus”), (c) a one-time payment of $1,000,000 for Mr. Singleton and Mr. Aisquith and $500,000 for Mr. Ezzell pursuant to a key man insurance policy maintained by the Company for the executive, (d) payment for the cost to continue coverage of the executive’s dependents under the Company’s group health plans pursuant to COBRA (the “Benefit Continuation”) for a period of one year, (e) accrued but unpaid vested benefits under any of the Company’s benefit plans, and (f) any amounts earned but unpaid pursuant to the Employment Agreement including, but not limited to, earned but unpaid base salary or annual bonus and properly submitted but unpaid expense reimbursements (such amounts described in (e) and (f), the “Accrued Rights”).
Pursuant to the Employment Agreements, the Company may terminate a Named Executive Officer’s employment if he is disabled for a period exceeding six months. Upon a termination of employment due to disability, the Named Executive Officer will be entitled to (a) payment of the Named Executive Officer’s base salary for a period of 12 months (reduced by any amounts paid by disability insurance), (b) payment of the Pro-Rated Bonus, (c) the Benefit Continuation for the executive for a period of two years for Mr. Singleton and Mr. Aisquith and a period of one year for Mr. Ezzell, and (d) the Accrued Rights.
Further, upon termination of employment due to death or disability, the Employment Agreements provide for accelerated vesting in full of any vested RSUs and vesting of any unvested PSUs in an amount determined based on actual achievement of the applicable performance criteria following the completion of the applicable performance period.
Upon termination of employment due to cause or without good reason, all of the Named Executive Officer’s rights to compensation and benefits terminate, except that the Named Executive Officer will be entitled to any Accrued Rights.
Pursuant to the Employment Agreements, upon a termination of a Named Executive Officer’s employment by the Company without cause or by the Named Executive Officer for good reason (each such termination a “Qualifying Termination), the Named Executive Officer is entitled to (a) payment of the Accrued Rights, (b) continued payment of base salary for a period of two years for Mr. Singleton and Aisquith and one year for Mr. Ezzell, (c) payment of the annual bonus, based on the target annual bonus amount in effect immediately prior to such termination and determined based on actual achievement of the applicable performance criteria and the end of the applicable performance period and paid at the same time such amounts are paid to executives employed by the Company and (d) the Benefit Continuation for the executive for a period of two years for Mr. Singleton and Mr. Aisquith and a period of one year for Mr. Ezzell (such amounts described in (a) through (d), the “Qualifying Termination Severance”).
The award agreements governing the outstanding PSU and RSU awards provide for “double trigger” rather than “single trigger” vesting in connection with a change in control. The outstanding equity awards held by our Named Executive Officers will only vest in connection with a change in control if the Named Executive Officer experiences a Qualifying Termination during the 12-month period following the change in control. Upon the occurrence of a Qualifying CIC Termination, in addition to the Qualifying Termination Severance, all outstanding, unvested RSUs will immediately vest in full. All unvested PSU awards for which performance achievement had been certified at the time of the change in control (and thus remained subject only to time-based vesting requirements) will vest immediately upon such termination in an amount determined based on the actual achievement of the performance criteria. Unvested PSU awards for which performance achievement
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had not been certified at the time of the change in control will not be forfeited, but instead will remain outstanding and will vest in full at the end of the applicable performance period, in an amount determined based on actual of the performance criteria during such performance period.
Each Named Executive Officer is subject to a general non-competition and non-solicitation clause for a period of two years following the date of a termination of employment for Messrs. Singleton and Aisquith and one year for Mr. Ezzell.
Each Employment Agreement and the Incentive Plan generally defines “change in control” as one of the following: (a) a sale, merger or similar transaction or series of related transactions involving the Company or any of its subsidiaries, as a result of which those persons who (together with their affiliates) held 100% of the voting power of the Company immediately prior to such transaction do not hold (either directly or indirectly) more than 50% of the voting power of the Company (or the surviving or resulting entity thereof) after giving effect to such transaction, (b) the sale of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, in a transaction or series of related transactions or (c) a majority of the members of the board of directors are replaced with individuals who are not incumbent directors.
Each Employment Agreement generally defines “good reason” as any one of the following: (a) a material and continuing failure to pay compensation and benefits earned by executive; (b) a material diminution in the executive’s compensation and benefits, other than an across the board reduction not to exceed 15%; (c) a change in the named executive officer’s principal place of employment, without the named executive officer’s consent, to a location that is greater than 50 miles from the named executive officer’s principal place of employment in Atlanta, Georgia; (d) our breach of a material provision in the named executive officer’s Employment Agreement that is not cured within the time provided to do so; or (e) any requirement that executive perform duties that in the good faith professional judgment of executive are inconsistent with ethical or lawful business practices.
Each Employment Agreement generally defines “cause” as any one of the following: (a) executive has been convicted of, or pleads guilty or nolo contendere to, a felony involving dishonesty, theft, misappropriation, embezzlement, fraud crimes against property or person, or any act of moral turpitude which negatively impacts the Company, (b) executive intentionally furnishes materially false, misleading, or gross omissive information concerning a substantial matter material to the Company or persons to whom executive reports, (c) executive intentionally and wrongfully materially damages material assets of the Company, or (d) executive inappropriately discloses confidential information of the Company which has a material economic effect on the Company, (e) executive engages in any activity which would constitute a breach of the duty of loyalty as contemplated by the employment agreement, (f) executive solicits or accepts compensation in any form from any source other than the Company with respect to his service on behalf of the Company (excluding customary business gifts of nominal value), (g) executive breaches in any material fashion any stated employment policy or provision of the Company’s ethics policy when adopted and which could reasonably be expected to expose the Company to liability in any material financial respect or negatively impact the Company or its business reputation in any material financial effect, (h) material breach by executive of the employment agreement that is not cured within the time provided to do so, or (i) executive’s material failure to follow reasonable and lawful directives of the Company and such acts or omissions are not cured within the time provided to do so.
Each Employment Agreement generally defines “disability” as executive’s inability, due to physical or mental incapacity, to perform his duties under the Employment Agreement with a reasonable accommodation, on a full-time basis for a period of three consecutive months along with the executive’s treating physician’s statement that in such physician’s opinion that his condition will not sufficiently improve within that period to be able to resume substantially all of his duties on a full time basis.
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The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described above for each of our Named Executive Officers. Except where otherwise noted, payments and benefits are estimated assuming that the triggering event took place on September 30, 2021, and the price per share of our Class A common stock is the closing price as of September 30, 2021 ($40.21). There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date or at any other price, of if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different.
Name
Benefits Payable
Upon Death
($)
Benefits Payable
Upon Disability
($)
Benefits Payable
Upon Termination
for Cause or
without Good
Reason
($)
Benefits Payable
Upon Termination
Without Cause, or
For Good Reason
($)
Benefits Payable
Upon Termination
Without Cause, For
Good Reason or
Company Non-
Renewal in
Connection with a
Change in Control
($)(1)
P. Austin Singleton
 
 
 
 
 
Cash Payments
1,750,000(2)
1,475,000(5)
4,450,000(6)
4,450,000(6)
Accelerated Vesting of Equity
6,757,894(3)
6,757,894(3)
6,757,894(3)
Payment of COBRA Premiums(4)
19,728
39,456
39,456
39,456
Total
$8,527,622
$8,272,350
$—
$4,489,456
$11,247,350
Anthony Aisquith
 
 
 
 
 
Cash Payments
1,750,000(2)
1,475,000(5)
4,450,000(6)
4,450,000(6)
Accelerated Vesting of Equity
6,757,894(3)
6,757,894(3)
6,757,894(3)
Payment of COBRA Premiums(4)
19,728
39,456
39,456
39,456
Total
$8,527,622
$8,272,350
$—
$4,489,456
$11,247,350
Jack Ezzell
 
 
 
 
 
Cash Payments
750,000(2)
675,000(5)
1,425,000(6)
1,425,000(6)
Accelerated Vesting of Equity
3,883,443(3)
3,883,443(3)
3,883,443(3)
Payment of COBRA Premiums(4)
19,728
19,728
19,728
19,728
Total
$4,653,171
$4,578,171
$—
$1,444,728
$ 5,328,171
(1)
A Qualifying Termination in connection with a change in control must occur within the 12 months of the consummation of a change in control in order for the executive to become entitled to the amounts reflected in this column.
(2)
These amounts represent the sum of (i) $0 related to the continued payment of the executives base salary for the remainder of the month of termination because the assumed termination date occurred on the last day of the month, (ii) the executive’s full target annual bonus because the assumed termination date would not require pro-ration of such amount, and (iii) the life insurance payments of $1,000,000 for each of Mr. Singleton and Mr. Aisquith and $500,000 for Mr. Ezzell to by paid by the Company to the executive’s estate.
(3)
These amounts represent the value that would have been received by the executives if (i) all of their outstanding RSUs vested in full and (ii) because the performance period for all outstanding PSUs had ended and because performance had been measured at the maximum level as of September 30, 2021, all of their outstanding PSUs vested in full.
(4)
Note, for a termination due to Death, these amounts represent the amount the executive’s estate would receive in order to continue coverage of the executive’s dependents under the Company’s group health plans for a period of 12 months. For all other terminations, these amounts represent the amount the executive would receive in order to continue his coverage under the Company’s group health plans for a period of 24 months for each of Mr. Singleton and Mr. Aisquith and 12 months for Mr. Ezzell. In each case, the COBRA payment amounts are calculated based on 2021 premiums and the executive’s current elections under the applicable health plans, which are each assumed for purposes of this table to remain the same for the entire 12 or 24 months, as applicable.
(5)
These amounts represent the sum of (i) the executive’s aggregate annual base salary and (ii) the executive’s full target annual bonus because the assumed termination date would not require pro-ration of such amount. For purposes of calculating these amounts, we have assumed that no payments from disability insurance would be received.
(6)
These amounts represent the sum of (i) the executive’s annual base salary multiplied by two for each of Mr. Singleton and Mr. Aisquith and one for Mr. Ezzell, and (ii) the amount of each executive’s target annual that would have been earned assuming performance in the future bonus periods is deemed achieved at the maximum level of performance multiplied by two years to account for continued payment of the annual bonus based on actual achievement of the performance metrics for a period of two years. Because the achievement of the performance metrics is currently trending above the maximum level, we have assumed for purposes of this table that the future annual bonus amounts will be earned at the maximum level. The actual amounts attributable to the continued annual bonus payments will depend on actual achievement of the performance metrics in the applicable performance periods.
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Equity Compensation Plan Information
Plan Category
Number of
securities to be
issued upon exercise
of outstanding
options, warrants
and rights
(a)
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)(1)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected
in column (a))
(c)
Equity compensation plans approved by security holders
 
OneWater Marine Inc. 2021 Employee Stock Purchase Plan(2)
299,505
Equity compensation plans not approved by security holders
 
 
 
OneWater Marine Inc. 2020 Omnibus Incentive Plan(3)
545,094
$—
858,995
Total
545,094
$—
1,158,500
(1)
All outstanding awards represent restricted stock units, which do not have an exercise price.
(2)
The ESPP contains a formula for calculating the number of securities available for issuance under the ESPP. Pursuant to such formula, the total number of shares of our Class A common stock reserved for issuance pursuant to awards under