01/12/2022 | Press release | Distributed by Public on 01/12/2022 16:01
TABLE OF CONTENTS
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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ONEWATER MARINE INC.
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(Name of Registrant as Specified In Its Charter)
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N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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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.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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TABLE OF CONTENTS
(1)
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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;
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(2)
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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;
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(3)
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the approval of an amendment to our Current Certificate to declassify our board of directors (the "Board");
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(4)
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the approval of, on an advisory (non-binding) basis, the compensation of our Named Executive Officers (as defined in the enclosed proxy statement);
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(5)
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the approval of, on an advisory (non-binding) basis, the frequency of future advisory votes to approve the compensation of our Named Executive Officers;
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(6)
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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
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(7)
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the transaction of such other business as may properly come before the meeting or at any and all adjournments or postponements thereof.
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TABLE OF CONTENTS
TABLE OF CONTENTS
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
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7
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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
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12
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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
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14
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PROPOSAL NO. 4 - APPROVAL OF, ON AN ADVISORY (NON-BINDING) BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
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16
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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
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17
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PROPOSAL 6 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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18
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CORPORATE GOVERNANCE
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19
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BOARD OF DIRECTORS AND COMMITTEES
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22
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EXECUTIVE OFFICERS
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25
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EXECUTIVE COMPENSATION
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26
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DIRECTOR COMPENSATION
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46
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
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47
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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54
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DELINQUENT SECTION 16(A) REPORTS
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56
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REPORT OF THE AUDIT COMMITTEE
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57
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OTHER BUSINESS
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58
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STOCKHOLDER PROPOSALS
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59
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DELIVERY OF PROXY MATERIALS
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60
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TABLE OF CONTENTS
TABLE OF CONTENTS
•
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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.
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•
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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.
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•
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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.
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•
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By Mail. You may vote by completing, dating and signing the proxy card and returning it in the postage-prepaid envelope provided.
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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.
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•
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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.
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•
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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.
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By Mail. You may provide voting instructions by filling out the voting instruction form and returning it in the postage-prepaid envelope provided.
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•
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"FOR" the election of each director nominee.
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•
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"FOR" the approval of the amendment to the Current Certificate to eliminate the supermajority voting provisions therein.
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•
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"FOR" the approval of the amendment to the Current Certificate to declassify the Board.
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•
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"FOR" the approval of, on an advisory (non-binding) basis, the compensation of our Named Executive Officers.
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•
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To hold future advisory votes to approve the compensation of our Named Executive Officers EVERY YEAR.
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"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.
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Nominee/Director Name
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Age
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Position
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Director
Since
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Year
Current
Term
Expires(1)
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Current
Director
Class
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Nominees for Class II Directors:
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Christopher W. Bodine
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66
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Director
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2020
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2022
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II
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Jeffery B. Lamkin
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52
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Director
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2020
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2022
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II
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Bari A. Harlam
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60
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Director
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2020
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2022
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II
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Continuing Directors:
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P. Austin Singleton
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48
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Founder, Chief Executive Officer and Director
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2020
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2024
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I
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Mitchell W. Legler
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79
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Director and Chairman of the Board
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2020
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2024
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I
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John F. Schraudenbach
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62
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Director
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2020
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2024
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I
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Anthony Aisquith
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54
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President, Chief Operating Officer and Director
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2020
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2023
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III
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Keith R. Style
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48
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Director
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2020
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2023
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III
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John G. Troiano
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51
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Director
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2020
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2023
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III
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(1)
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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.
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Experiences and Skills
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Aisquith
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Bodine
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Harlam
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Lamkin
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Legler
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Schraudenbach
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Singleton
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Style
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Troiano
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Leadership Experience
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✔
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✔
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✔
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✔
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✔
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✔
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✔
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✔
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✔
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Financial or Accounting Acumen
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✔
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✔
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✔
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✔
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✔
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✔
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Industry Experience
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✔
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✔
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✔
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✔
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✔
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Operational Experience
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✔
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✔
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✔
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✔
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✔
|
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✔
|
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✔
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✔
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✔
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Public Company Experience
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✔
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✔
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✔
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✔
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✔
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✔
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✔
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Race / Ethnicity
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Caucasian / White
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✔
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✔
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| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
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✔
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Black / African American
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Other
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Gender
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Female
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✔
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Male
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✔
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✔
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✔
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✔
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✔
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✔
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✔
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✔
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TABLE OF CONTENTS
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Total Number of Directors
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9
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Female
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Male
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Non-Binary
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Did Not
Disclose
Gender
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Part I: Gender Identity
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Directors
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1
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8
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| | | |
-
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-
|
|
Part II: Demographic Background
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African American or Black
|
| |
-
|
| |
-
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| | | |
-
|
| |
-
|
|
Alaskan Native or Native American
|
| |
-
|
| |
-
|
| | | |
-
|
| |
-
|
|
Asian
|
| |
-
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| |
-
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| | | |
-
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| |
-
|
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Hispanic or Latinx
|
| |
-
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| |
-
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| | | |
-
|
| |
-
|
|
Native Hawaiian or Pacific Islander
|
| |
-
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| |
-
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| | | |
-
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| |
-
|
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White
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1
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8
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| | | |
-
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| |
-
|
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Two or More Races or Ethnicities
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| |
-
|
| |
-
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| | | |
-
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| |
-
|
|
LGBTQ+
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| | | | | |
-
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| | | | ||||
Did Not Disclose Demographic Background
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| | | | | |
-
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2021
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2020
|
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Audit fees(1)
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$901,499
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$981,851
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Audit-related fees
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| |
-
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-
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Tax fees(2)
|
| |
-
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245,633
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All other fees
|
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24,163
|
| |
-
|
Total
|
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$925,662
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| |
$1,227,484
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(1)
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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.
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(2)
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Tax fees principally include fees for tax consulting, advice and compliance.
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Name
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Age
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Position
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P. Austin Singleton
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48
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Founder, Chief Executive Officer and Director
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Anthony Aisquith
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54
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President, Chief Operating Officer and Director
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Jack Ezzell
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51
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Chief Financial Officer and Secretary
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TABLE OF CONTENTS
Name
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Title
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P. Austin Singleton
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Founder, Chief Executive Officer and Director
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Anthony Aisquith
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President, Chief Operating Officer and Director
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Jack Ezzell
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Chief Financial Officer
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•
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Revenue increased 20.1% to $1.2 billion
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•
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Same-store Sales increased 10%
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•
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Net income increased 140% to $116.4 million or $6.96 per diluted share
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•
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Adjusted EBITDA increased 87.6% to $155.8 million
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TABLE OF CONTENTS
What We Do
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What We Don't Do
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||||||
✔
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We align our executive pay with long-term performance
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✘
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We do not automatically increase salaries each year or make lock-step changes in compensation based on peer group compensation levels or metrics
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✔
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We align our executives' interests with those of our stockholders
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✘
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We do not provide excise tax gross-ups
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✔
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We have a one-year minimum vesting requirement under all equity awards, subject to limited exceptions
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✘
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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
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✔
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We engage an independent consultant to advise on executive compensation matters
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✘
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We do not have supplemental retirement benefit arrangements with our executives
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✔
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We review the independence of the independent compensation consultant annually
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✘
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We do not provide excessive perquisites
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✔
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We enforce meaningful stock ownership guidelines for our non-employee directors
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✘
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We do not allow for single trigger vesting of equity awards in connection with a change in control
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TABLE OF CONTENTS
Component
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Performance Period
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Objective
|
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Performance Measure Methodology for 2021
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Base Salary
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Annual
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Recognizes an individual's role and responsibilities and serves as an important retention vehicle
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Reviewed annually and set based on competitive and internal equity considerations
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Annual Cash Incentive Awards
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Annual
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Rewards achievement of annual financial and other objectives, subject to meeting individual performance expectations
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Based on performance objectives established by the compensation committee at the beginning of the year
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Annual Long-Term Incentive Awards
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Long-Term
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Designed to align performance with long-term strategic goals and encourage retention of executive team
|
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60% of total annual grants vest based on achievement of performance objectives established by the compensation committee at the beginning of the year
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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
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TABLE OF CONTENTS
TABLE OF CONTENTS
Named Executive Officer
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2020
|
| |
2021%
|
| |
Increase
|
P. Austin Singleton
|
| |
$670,000
|
| |
$725,000
|
| |
8%
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Anthony Aisquith
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| |
$670,000
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$725,000
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8%
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Jack Ezzell
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| |
$400,000
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$425,000
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6%
|
Named Executive Officer
|
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2020
|
| |
2021%
|
| |
Increase
|
P. Austin Singleton
|
| |
$520,000
|
| |
$750,000
|
| |
144%
|
Anthony Aisquith
|
| |
$520,000
|
| |
$750,000
|
| |
144%
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Jack Ezzell
|
| |
$120,000
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$250,000
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108%
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TABLE OF CONTENTS
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%
|
| |
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%
|
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
|
| |
$425,000
|
| |
118%
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Compensation Committee of the Board of Directors
|
|
| | ||
| |
John G. Troiano
|
|
| |
Christopher W. Bodine
|
|
| |
Keith R. Style
|
|
| |
Bari A. Harlam
|
TABLE OF CONTENTS
Name and Principal Position
|
| |
Year
|
| |
Salary
($)
|
| |
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.
|
(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 $4,368. The Named Executive Officers are also eligible to receive discounts on certain purchases (including boats), services and storage and have access to demonstration boats for their personal use. However, these additional perquisites did not result in any additional cost to us and therefore no amount is being reported in connection with these perquisites.
|
TABLE OF CONTENTS
Name
|
| |
Grant
Date
|
| |
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1)
|
| |
Estimated Future Payouts Under
Equity Incentive Plan Awards(2)
|
| |
All
Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#)(3)
|
| |
Grant
Date Fair
Value of
Stock and
Option
Awards ($)(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.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
| | | |
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.
|
TABLE OF CONTENTS
(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 $40.21, the closing price of our Class A common stock on September 30, 2021.
|
TABLE OF CONTENTS
| | | |
Stock Awards
|
|||||
Name
|
| | | |
Number of Shares
Acquired on Vesting (#)
|
| |
Value Realized
on Vesting ($)(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.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
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.
|
TABLE OF CONTENTS
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
|
| |
$-
|
| |
1,158,500
|
(1)
|
All outstanding awards represent restricted stock units, which do not have an exercise price.
|
(2)
|
The ESPP contains a formula for calculating the number of securities available for issuance under the ESPP. Pursuant to such formula, the total number of shares of our Class A common stock reserved for issuance pursuant to awards under the Incentive Plan is equal to the sum of (i) 299,505 initially reserved for issuance pursuant to the ESPP, plus (ii) an annual increase on October 1 of each year equal to (A) 149,752 or (B) such lesser of number of shares (including zero) that the Administrative Committee (as defined in the ESPP) determines for purposes of the annual increase for such fiscal year, in each case, subject to adjustment as provided in the ESPP.
|
(3)
|
The Incentive Plan contains a formula for calculating the number of securities available for issuance under the Incentive Plan. Pursuant to such formula, the total number of shares of our Class A common stock reserved for issuance pursuant to awards under the Incentive Plan is equal to 10% of our fully diluted shares outstanding from time to time, subject to adjustment as provided in the Incentive Plan.
|
TABLE OF CONTENTS
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TABLE OF CONTENTS
Name
|
| |
Fees Earned or
Paid in Cash ($)
|
| |
Stock Awards
($)(1)(3)
|
| |
Total ($)(2)
|
Mitchell W. Legler
|
| |
$105,000
|
| |
$75,000
|
| |
$180,000
|
John F. Schraudenbach
|
| |
$95,000
|
| |
$75,000
|
| |
$170,000
|
John G. Troiano
|
| |
$90,000
|
| |
$75,000
|
| |
$165,000
|
Christopher W. Bodine
|
| |
$85,000
|
| |
$75,000
|
| |
$160.000
|
Jeffrey B. Lamkin
|
| |
$75,000
|
| |
$75,000
|
| |
$150,000
|
Bari A. Harlam
|
| |
$75,000
|
| |
$75,000
|
| |
$150,000
|
Keith R. Style
|
| |
$75,000
|
| |
$75,000
|
| |
$150,000
|
(1)
|
Represents the aggregate grant date fair value of 3,660 RSUs granted to each nonemployee director on October 1, 2020, determined in accordance with FASB ASC 718, excluding the effect of estimated forfeitures. See Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal 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. The RSUs granted to the non-employee directors vested in full on September 30, 2021, subject to the director's continued service on the Board. As of September 30, 2021, all outstanding RSU awards held by our directors had vested in full, and thus, our directors did not hold any outstanding RSU awards.
|
(2)
|
The directors are also eligible to receive discounts on certain purchases (including boats), services and storage and have access to demonstration boats for their personal use, but these additional perquisites did not result in any additional cost to us and therefore no amount is being reported in this table in connection with these perquisites.
|
(3)
|
Mr. Style was granted 500 restricted preferred units in OneWater LLC on March 9, 2015 and 2,500 Class B Units in OneWater LLC on March 1, 2017. As of September 30, 2019, Mr. Style held 300 unvested restricted preferred units and 313 vested Class B Units (and no unvested Class B Units) which are, as described above under "-Narrative to Summary Compensation Table-Long Term Incentive Compensation," similar to stock options. The unvested restricted preferred units became 100% vested upon the completion of the IPO and converted into 21,784 OneWater LLC Units.
|
•
|
Non-Executive Chair, if any: $30,000
|
•
|
Audit Committee Chair: $20,000
|
•
|
Compensation Committee Chair: $15,000
|
•
|
Governance Committee Chair: $10,000
|
TABLE OF CONTENTS
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Location
|
| |
Related Party
|
| |
Fiscal Year
2021 Lease
Amount
|
Alabama
|
| | | | ||
Dadeville and Equality
|
| |
P. Austin Singleton
|
| |
$287,282
|
Florida
|
| | | | ||
Destin
|
| |
Peter and Teresa Bos
|
| |
$727,794
|
Panama City Beach (Location No. 1)
|
| |
Peter and Teresa Bos
|
| |
$124,752
|
Panama City Beach (Location No. 2)
|
| |
Peter and Teresa Bos
|
| |
$363,087
|
Georgia / Texas
|
| | | | ||
Buford, GA
|
| |
P. Austin Singleton
|
| |
$166,810
|
Fortson, GA and Conroe, TX
|
| |
P. Austin Singleton
|
| |
$325,216
|
TABLE OF CONTENTS
Related Party
|
| |
Nature of Transaction
|
| |
Amount for the
Fiscal
Year Ended
September 30,
2021
|
Peter and Teresa Bos, through Legendary Boating Club, LLC
|
| |
Boat purchases and repair services
|
| |
$522,754
|
P. Austin Singleton and Anthony Aisquith through Cobalt Boats of Atlanta
|
| |
Boat purchases and repair services
|
| |
$803,811
|
•
|
any person who is, or at any time during the applicable period was, one of our executive officers, one of our directors or a director nominee;
|
•
|
any person who is known by us to be the beneficial owner of more than 5.0% of any class of our voting securities; and
|
•
|
any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, director nominee, executive officer or a beneficial owner of more than 5.0% of our Class A common stock, and any person (other than a tenant or employee) sharing the household of such director, director nominee, executive officer or beneficial owner of more than 5.0% of our Class A common stock.
|
TABLE OF CONTENTS
•
|
each of our Named Executive Officers;
|
•
|
each of our directors;
|
•
|
all of our directors and executive officers as a group; and
|
•
|
each person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding shares of Class A common stock or Class B common stock.
|
Name of Beneficial Owner
|
| |
Number of Shares of
Common Stock Beneficially
Owned
|
| |
Percentage of Shares of
Common Stock
Beneficially Owned
|
| |
Percentage
of Voting
Power(1)
|
||||||
| |
Class A
|
| |
Class B
|
| |
Class A
|
| |
Class B
|
| | ||
5% Stockholders:
|
| | | | | | | | | | |||||
Entities affiliated with Peter and Teresa Bos(2)
|
| |
796,391
|
| |
1,145,044
|
| |
5.8%
|
| |
80.1%
|
| |
12.8%
|
Entities affiliated with P. Austin Singleton(3)
|
| |
1,443,781
|
| |
-
|
| |
10.5%
|
| |
-
|
| |
9.5%
|
Gilder, Gagnon, Howe & Co. LLC(4)
|
| |
1,045,077
|
| |
-
|
| |
7.6%
|
| |
-
|
| |
6.9%
|
American Century Capital Portfolios, Inc.(5)
|
| |
1,380,607
|
| |
-
|
| |
10.1%
|
| |
-
|
| |
9.1%
|
Directors and Executive Officers:
|
| | | | | | | | | | |||||
P. Austin Singleton(3)
|
| |
1,443,781
|
| |
-
|
| |
10.5%
|
| |
-
|
| |
9.5%
|
Anthony Aisquith(6)
|
| |
582,778
|
| |
-
|
| |
4.2%
|
| |
-
|
| |
3.8%
|
Jack Ezzell(7)
|
| |
23,757
|
| |
-
|
| |
*
|
| |
-
|
| |
*
|
Christopher Bodine
|
| |
9,910
|
| |
-
|
| |
*
|
| |
-
|
| |
*
|
Bari A. Harlam
|
| |
5,887
|
| |
-
|
| |
*
|
| |
-
|
| |
*
|
Jeffrey Lamkin(8)
|
| |
334,910
|
| |
-
|
| |
2.4%
|
| |
-
|
| |
2.2%
|
Mitchell Legler
|
| |
55,299
|
| |
-
|
| |
*
|
| |
-
|
| |
*
|
John Schraudenbach
|
| |
18,010
|
| |
-
|
| |
*
|
| |
-
|
| |
*
|
Keith Style
|
| |
25,313
|
| |
-
|
| |
*
|
| |
-
|
| |
*
|
John Troiano(9)
|
| |
365,196
|
| |
-
|
| |
2.7%
|
| |
-
|
| |
2.4%
|
All executive officers and directors as a group (10 persons)
|
| |
2,864,841
|
| |
-
|
| |
20.9%
|
| |
-
|
| |
18.9%
|
*
|
Represents beneficial ownership of less than one percent (1%) of the outstanding common stock or voting power, as applicable.
|
(1)
|
Represents percentage of voting power of our Class A common stock and Class B common stock voting together as a single class. The OneWater Unit Holders hold one share of Class B common stock for each OneWater LLC Unit.
|
(2)
|
Includes 226,664 shares of Class A common stock and 854,858 shares of Class B common stock held directly by Mrs. Bos and Peter
|
TABLE OF CONTENTS
(3)
|
Includes (a) 521,891 shares of Class A common stock directly owned by Auburn OWMH, LLLP ("Auburn LLLP"), (b) 345,678 shares of Class A common stock directly owned by the Philip Singleton Irrevocable Trust, dated December 24, 2015 (the "12/24 Trust"), (c) 481,434 shares of Class A common stock directly owned by the Austin Singleton Irrevocable Trust, dated December 30, 2015 (the "12/30 Trust"), (d) 42,700 shares of Class A common stock directly owned by a family charitable foundation (the "Foundation"), (e) 47,745 shares of Class A common stock directly owned by Mr. Singleton and (f) 4,333 shares of Class A common stock underlying restricted stock units granted to Mr. Singleton that are scheduled to vest within 60 days after January 4, 2022. The general partner of Auburn LLLP is Singleton Asset Management, LLC, for which Michelle Singleton, Mr. Singleton's wife, is the manager and has voting and investment control over shares held by Auburn LLLP. The 12/24 and 12/30 Trusts have third-party trustees, but Mr. Singleton may be deemed a beneficial owner of the shares held by the trusts. The mailing address for Auburn LLLP, the 12/24 Trust, the 12/30 Trust, the Foundation, and Mr. Singleton is 6275 Lanier Islands Parkway, Buford, Georgia 30518. The previously reported pledge of 476,261 OneWater LLC Units and shares of Class B common stock by the 12/30 Trust was terminated prior to September 30, 2021.
|
(4)
|
Based on information obtained from a Schedule 13G filed with the SEC on February 16, 2021 by Gilder, Gagnon, Howe & Co. LLC ("Gilder"). Gilder reported that as of December 31, 2020, it had shared dispositive power with respect to 1,045,077 shares of our Class A common stock, which shares are held in customer accounts over which partners and/or employees of Gilder have discretionary authority to dispose of or direct the disposition of the shares. The mailing address of Gilder, Gagnon, Howe & Co. LLC is 475 10th Avenue, New York, NY 10018.
|
(5)
|
Based on information obtained from a Schedule 13G/A filed with the SEC on February 11, 2021 by American Century Capital Portfolios, Inc. ("ACCP"), American Century Investment Management, Inc. ("ACIM"), American Century Companies, Inc. ("ACC") and Stowers Institute For Medical Research, solely in its capacity as control entity of ACC ("Stowers"). As reported in the Schedule 13G, as of February 11, 2021, ACCP had sole voting and dispositive power with respect to 1,070,000 shares of our Class A common stock, and each of ACIM, ACC and Stowers had sole dispositive power with respect to 1,380,607 shares of our Class A common stock. The mailing address of ACCP, ACIM, ACC and Stowers is 4500 Main Street, 9th Floor, Kansas City, Missouri 64111.
|
(6)
|
Includes (a) 20,628 shares of Class A common stock held directly by Mr. Aisquith, (b) 4,333 shares of Class A common stock underlying restricted stock units granted to Mr. Aisquith that are scheduled to vest within 60 days after January 4, 2022 and (c) 557,817 shares of Class A common stock held directly by Russell County Properties, LP ("Russell LP"). The general partner of Russell LP is Russell County General, Inc., for which Mr. Aisquith's spouse, Yesica Ziobrowski Aisquith, is the President and has voting and investment control over shares held by Russell LP. The mailing address of Russell LP is 4695 Whitestone Way, Suwanee, Georgia 30024.
|
(7)
|
Includes 12,500 shares of Class A common stock underlying restricted stock units granted to Mr. Ezzell that are scheduled to vest within 60 days after January 4, 2022.
|
(8)
|
Includes (a) 25,000 shares of Class A common stock directly owned by Nantahala Legacy Partners LLC, (b) 150,000 shares of Class A common stock directly owned by L13, LLLP, (c) 150,000 shares of Class A common stock directly owned by JBL Investment Holdings, LLLP and (d) 9,910 shares of Class A common stock owned directly by Mr. Lamkin. The general partner of both L13, LLLP and JBL Investment Holdings, LLLP is Sea Oats Management, LLC, for which Jeffrey Lamkin serves as sole manager and has sole voting and investment control over shares held by L13, LLLP and JBL Investment Holdings, LLLP. The mailing address of L13, LLLP and JBL Investment Holdings, LLLP is 1023 State Highway 361, Suite C, #218, Port Aransas, Texas 78373.
|
(9)
|
Includes (a) 67,275 shares of Class A common stock directly owned by Beekman Investment Partners AIV III-OWM, L.P. ("AIV III"), (b) 42,611 shares of Class A common stock directly owned by Beekman Investment Partners III, LP, (c) 222,025 shares of Class A common stock directly owned by OWM BIP Investor, LLC and (d) 9,110 shares of Class A common stock owned directly by Mr. Troiano. Beekman Investment Partners III, L.P. is an investment fund managed by a general partner, Beekman Investment Group III, LLC ("BIG III"). AIV III is an investment fund that is managed by a general partner, BIG III. OWM BIP Investor, LLC is an investment vehicle wholly owned by AIV III. Mr. Troiano is the sole manager of BIG III. The mailing address for AIV III, Beekman Investment Partners III, LP and OWM BIP Investor, LLC is c/o The Beekman Group, 530 Fifth Avenue, 23rd Floor, New York, New York 10036.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
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TABLE OF CONTENTS
TABLE OF CONTENTS
| |
Years Ended September 30,
|
|||||||
Description
|
| |
2021
|
| |
2020
|
| |
Change
|
| |
($ in thousands)
|
|||||||
Net income
|
| |
$116,413
|
| |
$48,508
|
| |
$67,905
|
Interest expense - other
|
| |
4,344
|
| |
8,828
|
| |
(4,484)
|
Income tax expense
|
| |
25,802
|
| |
6,329
|
| |
19,473
|
Depreciation and amortization
|
| |
5,411
|
| |
3,249
|
| |
2,162
|
Change in fair value of warrant liability
|
| |
-
|
| |
(771)
|
| |
771
|
Loss on contingent consideration
|
| |
3,249
|
| |
6,762
|
| |
(3,513)
|
Transaction costs
|
| |
869
|
| |
3,648
|
| |
(2,779)
|
Loss on extinguishment of debt
|
| |
-
|
| |
6,559
|
| |
(6,559)
|
Other income, net
|
| |
(248)
|
| |
(24)
|
| |
(224)
|
Adjusted EBITDA
|
| |
$155,840
|
| |
$83,088
|
| |
$72,752
|
TABLE OF CONTENTS
TABLE OF CONTENTS