DEF 14A of OneWater Marine Inc.
Filed Jan 9, 2026 · FY20250001772921-26-000010
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
PROPOSAL NO. 1 - ELECTION OF DIRECTORS The Board is currently made up of nine members: Anthony Aisquith, Carmen R. Bauza, Christopher W. Bodine, Bari A. Harlam, Jeffrey B. Lamkin, J. Steven Roy, John F. Schraudenbach, P. Austin Singleton and John G. Troiano. As described below, the Board has nominated Anthony Aisquith, Carmen R. Bauza, Daniel J. Englander, Bari A. Harlam, Jeffrey B. Lamkin, J. Steven Roy, John F. Schraudenbach, P. Austin Singleton and John G. Troiano for election at the Annual Meeting and each has indicated their willingness to serve if elected. You may not vote by proxy or in person for a greater number of persons than the nine director nominees. Mr. Bodine has not been nominated for reelection to the Board at the Annual Meeting. The Company greatly appreciates Mr. Bodine's valuable contributions to the Board during his tenure.
Nomination of Directors
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, including for incumbent directors. 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 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 as well as each incumbent director's past Board and committee meeting attendance and performance. 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 > Governance > Governance Documents” on our website at www.onewatermarine.com. After reviewing the qualifications of potential Board candidates, the nominating and governance committee presents its recommendations to the Board, which selects the final director nominees. Upon the recommendation of the nominating and governance committee, the Board nominated Anthony Aisquith, Carmen R. Bauza, Daniel J. Englander, Bari A. Harlam, Jeffrey B. Lamkin, J. Steven Roy, John F. Schraudenbach, P. Austin Singleton and John G. Troiano for election as directors. The Company did not pay any fees to any third parties to identify or assist in identifying or evaluating nominees for the Annual Meeting. The nominating and governance committee considers stockholder nominees using the same criteria set forth above. Stockholders who wish to present a potential nominee to the nominating and governance committee for consideration for election at a future annual meeting of stockholders must provide the nominating and governance committee with notice of the recommendation and certain information regarding the candidate as described in our third amended and restated bylaws (the “Bylaws”) and within the time periods set forth under the caption “Notice of Stockholder Business and Nominations.” Pursuant to our corporate governance guidelines, the Company endeavors to have a Board consisting of directors who possess the highest personal and professional ethics, integrity and values, and who are committed to representing the long-term interests of the Company and its stockholders. Pursuant to the nominating and governance committee's charter, the nominating and governance committee will also consider factors, among others, such as personal and professional integrity, including commitment to the Company's core values; relevant experience, skills, qualifications, and familiarity with the Company and its industry.
Nominees
Nominees The nominating and governance committee has recommended, and the Board has nominated, Messrs. Aisquith, Englander, Lamkin, Roy, Schraudenbach, Singleton and Troiano and Mses. Bauza and Harlam to be elected as directors at the Annual Meeting. Mr. Englander was recommended for service on our Board to the nominating and governance committee by our Executive Chairman. The following table sets forth the following information for Messrs. Aisquith, Englander, Lamkin, Roy, Schraudenbach, Singleton and Troiano and Mses. Bauza and Harlam: their respective ages as of the Record Date, the positions currently held with the Company and the year each was first elected or appointed a director of the Company.
Nominees
| Nominee/Director Name | Age | Position | Director Since | | Anthony Aisquith | 58 | Chief Executive Officer and Director | 2020 | | Carmen R. Bauza | 64 | Director | 2023 | | Daniel J. Englander | 56 | Director Nominee | N/A | | Bari A. Harlam | 64 | Director | 2020 | | Jeffrey B. Lamkin | 56 | Director | 2020 | | J. Steven Roy | 65 | Director | 2022 | | John F. Schraudenbach | 66 | Director | 2020 | | P. Austin Singleton | 52 | Founder, Executive Chairman and Director | 2020 | | John G. Troiano | 55 | Director | 2020 |
Board Matrix
Board Matrix The following matrix provides information regarding each nominee for election as a director, including certain types of experiences and skills that the Board 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.
Board Matrix
| Experiences and Skills | Aisquith | Bauza | Englander | Harlam | Lamkin | Roy | Schraudenbach | Singleton | Troiano | | Leadership Experience | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Financial or Accounting Acumen | ✔ | | ✔ | | ✔ | ✔ | ✔ | | ✔ | | Industry Experience | ✔ | | | | ✔ | | | ✔ | | | Operational Experience | ✔ | ✔ | | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Public Company Experience | ✔ | ✔ | ✔ | ✔ | | ✔ | ✔ | | | | Race / Ethnicity | | | | | | | | | | | Caucasian / White | ✔ | | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Hispanic / Latinx | | ✔ | | | | | | | | | Gender | | | | | | | | | | | Female | | ✔ | | ✔ | | | | | | | Male | ✔ | | ✔ | | ✔ | ✔ | ✔ | ✔ | ✔ |
Directors Nominated for Election
Directors Nominated for Election Anthony Aisquith - Chief Executive Officer and Director. Mr. Aisquith has served as our Chief Executive Officer since August 2025, as our President and Chief Operating Officer from April 2019 to August 2025 and as a Director since May 2020. Mr Aisquith has served as the Chief Executive Officer of OneWater LLC (including its predecessor entity, Singleton Marine) since August 2025 and as the President and Chief Operating Officer from 2008 until August 2025. Mr. Aisquith served on the Board of Managers of OneWater LLC from 2014 until the Reorganization. Mr. Aisquith has over 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 1995, Mr. Aisquith worked for ten years in the auto industry. Our Board of Directors believes Mr. Aisquith is qualified to serve on our Board of Directors because of his extensive industry experience and his familiarity with the Company. Carmen Bauza - Ms. Bauza was appointed to our Board of Directors on March 1, 2023. Ms. Bauza currently serves on the Board of Directors of Zumiez, Inc. (NASDAQ: ZUMZ) and Destination XL Group, Inc. (NASDAQ: DXLG). She was previously a director at Walmart de Mexico (WALMEX) and on the board of managers at Claire’s, Inc. Most recently, Ms. Bauza served as the Chief Merchandising Officer at Fanatics, Inc. from January 2019 until April 2021. Prior to that, she was the Chief Merchandising Officer at HSN from November 2016 until December 2017 and the Senior Vice President, General Merchandise Manager Consumables, Health and Wellness at Walmart, Inc. (NYSE: WMT) from June 2007 to October 2016. She previously held roles at Bath & Body Works, Inc. (NYSE: BBWI), Five Below, Inc. (NASDAQ: FIVE) and The Walt Disney Company (NYSE: DIS). Ms. Bauza currently serves as a member of the board of trustees at Seton Hill University and as a member of the advisory board of RoundTable Healthcare Partners Council. Ms. Bauza is a graduate of Seton Hill University where she studied fashion merchandising and business management. Our Board of Directors believes Ms. Bauza is qualified to serve on our Board of Directors because of her extensive business and marketing experience as well as her prior board experience. Daniel J. Englander - Mr. Englander is the Managing Partner of Ursula Capital Partners, an investment management firm he founded in May 2004. He currently serves on the Board of Directors of Copart, Inc. (NASDAQ: CPRT), a global leader in online vehicle auctions and remarketing services. He also serves as a director of CKX Lands, Inc. (NYSE American: CKX), a land ownership and management company, having joined its board in October 2018. Since 2007, Mr. Englander has served as a director of America’s Car-Mart, Inc. (NASDAQ: CRMT), an automotive retailer based in Bentonville, Arkansas. He previously served as a director of Healthways, Inc. (now known as Tivity Health, Inc., formerly traded on NASDAQ under TVTY until 2022), a well-being improvement company based in Franklin, Tennessee, during 2014, and as a director of Ambassadors International, a cruise ship operator based in Seattle, Washington, from 2009 through May 2011. Prior to forming Ursula Capital Partners, from October 1994 until January 2004, Mr. Englander was an investment banker with Allen & Company, a New York-based merchant bank, where he served as a Managing Director beginning in September 2002. He holds a B.A. from Yale University. Mr. Englander is well-qualified to serve on the Board due to his extensive public-company board service, deep governance and oversight experience, and significant financial and investment expertise developed over decades in private equity and investment banking. 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 served as Chief Marketing Officer North America at Hudson’s Bay Company (TSX: HBC). She has also served on the Board of Directors of Eastern Bankshares, Inc. (NASDAQ: EBC) since February 2014, of Aterian, Inc. (NASDAQ: ATER) since February 2020, and of Champion Petfoods, LP from March 2020 to March 2023. Ms. Harlam also served on the Board of Directors of Rite Aid Corporation (formerly NYSE: RAD) from September 2020 to August 2024. Prior to her time at Hudson’s Bay Company, she was EVP, Membership, Marketing & Analytics at BJ’s Wholesale Club (NYSE: BJ) from July 2012 to December 2016. Before joining BJ’s Wholesale Club, she served as Chief Marketing Officer at Swipely, now called Upserve, from August 2011 to July 2012 and prior to that, she served as SVP, Marketing at CVS Health (NYSE: CVS) from 2000 to August 2011. Early in her career, she was a Professor at Columbia University from July 1989 to July 1992 and The University of Rhode Island from July 1992 to July 2000. In addition, she was an Adjunct Professor at The Wharton School at The University of Pennsylvania from January 2015 to May 2018. She received a Bachelor of Science in Marketing and Decision Sciences, a Master of Science in Econometrics and a Ph.D. in Marketing from The University of Pennsylvania, The Wharton School. Our Board of Directors believes that Ms. Harlam is qualified to serve on our Board of Directors because of her extensive business and marketing experience as well as her prior board experience. Jeffrey B. Lamkin - Mr. Lamkin has served on our Board of Directors since the closing of our IPO and served on the Board of Managers and on the Compensation Committee of OneWater LLC (including its predecessor entity, Singleton Marine) from 2012 until the IPO. Mr. Lamkin currently serves as the Chief Executive Officer of Sea Oats Group, a family office focused on luxury lifestyle businesses, and has served in this capacity since 2001. In addition to his role at Sea Oats Group, he serves as the Chief Executive Officer of Cinnamon Shore, a beach town development in Texas, and he is involved with the development of Lively Beach, a beach town development in Texas. Prior to his positions with Sea Oats Group and Cinnamon Shore, Mr. Lamkin spent approximately 16 years in the advertising and marketing industry, specializing in non-traditional media solutions, where he advised many Fortune 100 companies on marketing investments. Mr. Lamkin received a Bachelor of Science with a concentration in Management and a minor in Economics from Towson State University. Our Board of Directors believes Mr. Lamkin is qualified to serve on our Board of Directors because of his extensive business experience and his familiarity with OneWater LLC.
Directors Nominated for Election
J. Steven Roy - Mr. Roy has served on our Board of Directors since August 2022. Mr. Roy has served as an independent financial advisor since 2019, managing investment activities for a large family office. Prior to working independently, Mr. Roy was the Chief Financial Officer for AAA Cooper Transportation (“ACT”) from 2004 to 2019, a multi-regional logistics company. Mr. Roy simultaneously served as a member of the ACT Board of Directors. Prior to that, he was the Executive Vice-President and Chief Financial Officer of Movie Gallery, Inc., a Nasdaq-listed video specialty retailer. Mr. Roy currently serves on the University of Alabama System Board of Trustees and previously served as a Director at the Business Council of Alabama and the Dothan Area Chamber of Commerce. Mr. Roy earned his B.S. in Accounting from the University of Alabama. Our Board of Directors believes that Mr. Roy is qualified to serve on our Board of Directors because of his public company experience, as well as his financial and leadership background. John F. Schraudenbach - Mr. Schraudenbach has served on our Board of Directors since the closing of our IPO and has served as Lead Independent Director since August 2025. He previously served as Chairman of the Board of Directors from 2023 until August 2025 and prior to that as the Audit Committee Chair. Mr. Schraudenbach is a partner with The Goodwin Group, an executive retained search firm. Prior to joining Goodwin, Mr. Schraudenbach held various positions ( primarily as an audit partner) at Ernst & Young for 37 years until his retirement in June 2019. He currently serves on the Board of Directors and as Chair of the Audit Committee at Proficient Auto Logistics (NASDAQ: PAL), a leading provider of vehicle transportation and logistics solutions. In addition, Mr. Schraudenbach serves on the Board of Directors of Printpack, Inc., a private manufacturer of packaging materials for consumer products and other industries. Mr. Schraudenbach also serves on the University of Georgia Foundation Board as well as various other civic organizations. Mr. Schraudenbach received both a Bachelor and Masters of Accounting from the University of Georgia. He was a Certified Public Accountant. Our Board of Directors believes Mr. Schraudenbach is qualified to serve on our Board of Directors because of his substantial financial and business expertise. P. Austin Singleton-Founder, Executive Chairman and Director. P. Austin Singleton has served as our Executive Chairman of the Board since August 2025, as our Chief Executive Officer from April 2019 to August 2025, as a Director since April 2019, as the Chief Executive Officer of OneWater LLC from its formation in 2014 to August 2025, and the Chief Executive Officer of Singleton Marine, which later merged with Legendary Marine to form OneWater LLC, from 2006 to August 2025. Mr. Singleton served on the Board of Managers of OneWater LLC since its formation in 2006 until the Reorganization. Mr. Singleton first joined Singleton Marine in 1988, shortly after his family founded Singleton Marine in 1987. Prior to his role as the Executive Chairman of the Board, 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. Our Board of Directors believes Mr. Singleton is qualified to serve on our Board of Directors because of his extensive management and industry experience. John G. Troiano - Mr. Troiano has served on our Board of Directors since the closing of our IPO and served on the Board of Managers and as Chairman of the Compensation Committee of OneWater LLC from October 2016 until the IPO. Mr. Troiano is the Managing Partner and CEO of The Beekman Group (collectively “Beekman”), which he co-founded in 2004. Mr. Troiano spent two years at the mergers and acquisitions boutique firm Gleacher & Company, Inc. before joining Onex Corporation (TSX: ONEX) in 1996, where he became a Managing Director in Onex Corporation’s New York office in 1999. Mr. Troiano serves on the board and is a chairman of numerous Beekman portfolio companies. Mr. Troiano is on the board of two academic institutions and is involved with various charitable organizations. Mr. Troiano graduated summa cum laude with a B.S. in Economics from The Wharton School of The University of Pennsylvania with concentrations in Finance and Accounting. Mr. Troiano then earned an M.B.A. from Harvard Business School. Our Board of Directors believes Mr. Troiano is qualified to serve on our Board of Directors because of his financial expertise and prior professional experience.
Summary Compensation Table
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, 2023, 2024 and 2025.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | | Stock Awards ($)(1) | | Non-equity Incentive Plan Compensation ($)(2) | | All Other Compensation ($)(3) | | Total ($) | | | P. Austin Singleton (Founder, Executive Chairman and Director) | 2025 | | 800,000 | | 2,520,040 | | 1,180,000 | | 42,820 | | 4,542,860 | | | 2024 | | 800,000 | | 2,520,060 | | 377,985 | | 53,653 | | 3,751,698 | | | 2023 | | 725,000 | | 1,500,050 | | 750,000 | | 43,657 | | 3,018,707 | | Anthony Aisquith (Chief Executive Officer and Director) | 2025 | | 800,000 | | 2,520,040 | | 1,180,000 | | 45,946 | | 4,545,986 | | | 2024 | | 800,000 | | 2,520,060 | | 377,985 | | 77,944 | | 3,775,989 | | | 2023 | | 725,000 | | 1,500,050 | | 750,000 | | 53,374 | | 3,028,424 | | Jack Ezzell (Chief Operating Officer and Chief Financial Officer) | 2025 | | 600,000 | | 1,020,000 | | 590,000 | | 55,899 | | 2,265,899 | | | 2024 | | 600,000 | | 1,020,035 | | 208,875 | | 42,459 | | 1,871,369 | | | 2023 | | 475,000 | | 771,495 | | 350,000 | | 28,499 | | 1,624,994 |
Summary Compensation Table
(1) Represents awards of restricted stock units ("RSUs") and performance stock units ("PSUs") granted to our Named Executive Officers during fiscal year 2025 pursuant to the OneWater Marine Inc. 2020 Omnibus Incentive Plan, as amended (the "Incentive Plan"). On October 1, 2024, 42,159 RSUs were granted to each of Messrs. Singleton and Aisquith and 17,064 RSUs were granted to Mr. Ezzell. On October 1, 2024, 63,238 PSUs were granted to each of Messrs. Singleton and Aisquith and 25,596 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 13 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended September 30, 2025 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 2025, in accordance with SEC rules and FASB ASC Topic 718, we have assumed that the probable outcome of the performance conditions would results in an aggregate settlement of the PSUs at target (100%). If the PSUs were settled at the maximum payout level of 200%, the grant date fair value of the performance-based RSU awards would be as follows: Mr. Singleton, $3,024,041; Mr. Aisquith, $3,024,041; and Mr. Ezzell, $1,224,001. Based on the Company’s actual achievement of the applicable performance metrics during the performance period beginning on October 1, 2024, and ending on September 30, 2025, 152% of the PSUs were contingently earned and will vest ratably over a three-year period, subject to the Named Executive Officer’s continued performance of services to the Company through each vesting date. The vesting schedule applicable to each award of RSUs and PSUs is described in more detail below under the “Outstanding Equity Awards at Fiscal Year End” table and under the section below entitled “Additional Narrative Disclosures―Equity Awards.” (2) All of our Named Executive Officers were eligible to receive an annual cash bonus during fiscal year 2025 pursuant to our annual incentive compensation program. The annual incentive arrangement for each Named Executive Officer is described below in the discussion entitled “Additional Narrative Disclosures―Employment Agreements―Annual Bonus.” (3) “All Other Compensation” with respect to fiscal year 2025 includes perquisites and other personal benefits consisting of medical premiums, wellness benefits and premiums with respect to life and disability insurance policies, in each case, for the benefit of each of our Named Executive Officers. Mr. Ezzell also participated in our 401(k) plan and received matching contributions of $7,000. Additionally, the Named Executive Officers are eligible to receive discounts on certain purchases (including boats), services and storage and have access to demonstration boats for their personal use. However, these additional perquisites did not result in any additional cost to us, and therefore, no amount is being reported in connection with these perquisites.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table reflects all outstanding equity-based awards held by our Named Executive Officers as of September 30, 2025, which consist of RSUs and PSUs granted under the Incentive Plan.
Outstanding Equity Awards at Fiscal Year-End
| Name Number of | Date of Grant | Stock Awards(1) | | | | | Number of Shares or Units of Stock That Have Not Vested(#) | Market Value of Shares or Units of Stock That Have Not Vested($)(8) | | P. Austin Singleton | 10/01/22(2) | 6,642 | 105,209 | | | 10/01/22(3) | 3,985 | 63,122 | | | 10/01/23(4) | 26,230 | 415,483 | | | 10/01/23(5) | 29,115 | 461,182 | | | 10/01/24(6) | 42,159 | 667,799 | | | 10/01/24(7) | 95,923 | 1,519,420 | | Anthony Aisquith | 10/01/22(2) | 6,642 | 105,209 | | | 10/01/22(3) | 3,985 | 63,122 | | | 10/01/23(4) | 26,230 | 415,483 | | | 10/01/23(5) | 29,115 | 461,182 | | | 10/01/24(6) | 42,159 | 667,799 | | | 10/01/24(7) | 95,923 | 1,519,420 | | Jack Ezzell | 10/01/22(2) | 2,214 | 35,070 | | | 10/01/22(3) | 1,328 | 21,036 | | | 11/30/22(3) | 664 | 10,518 | | | 11/30/22(2) | 1,107 | 17,535 | | | 10/01/23(4) | 10,617 | 168,173 | | | 10/01/23(5) | 11,785 | 186,674 | | | 10/01/24(6) | 17,064 | 270,294 | | | 10/01/24(7) | 38,826 | 615,004 |
Outstanding Equity Awards at Fiscal Year-End
(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. (2) These RSU awards vest in equal installments on each of the first three anniversaries of October 1, 2022. (3) These RSU awards relate to PSU awards that became contingently earned at 40% of target following the certification of the Company’s achievement of the applicable performance metrics during the performance period that began on October 1, 2022, and ended on September 30, 2023. The contingently earned PSUs then converted into RSU awards that vest in three equal installments on each of October 1, 2023, October 1, 2024 and October 1, 2025. (4) These RSU awards vest in equal installments on each of the first three anniversaries of October 1, 2023. (5) The number of units and the associated market value reported in this row represents the achievement of the performance metrics for the PSUs based on the Company's actual performance at fiscal year end at 74% of target. The performance period for the PSUs began on October 1, 2023 and ended on September 30, 2024. In December 2024, the compensation committee certified achievement of the performance metrics for the PSUs at 74%. The PSUs that became contingently earned following certification of achievement of the performance metrics then converted into RSU awards that vest in three equal installments on each of December 10, 2024 (the date on which performance was certified), October 1, 2025 and October 1, 2026. (7) The number of units and the associated market value reported in this row represents the achievement of the performance metrics for the PSUs based on the Company's actual performance at fiscal year end at 152% of target. The performance period for the PSUs began on October 1, 2024 and ended on September 30, 2025. In December 2025, the compensation committee certified achievement of the performance metrics for the PSUs at 152%. The PSUs that became contingently earned following certification of achievement of the performance metrics then converted into RSU awards that vest in three equal installments on each of December 16, 2025 (the date on which performance was certified), October 1, 2026 and October 1, 2027. (8) The amounts in this column reflect the market value of the shares of Class A common stock subject to outstanding awards of RSUs and PSUs, calculated by multiplying the number of RSUs or PSUs reported by $15.84, the closing price of our Class A common stock on September 30, 2025, the last day of our fiscal year.
Potential Payments Upon Termination or Change in Control
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, 2025, 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 (i) payment of the Named Executive Officer’s base salary through the end of the month in which such termination occurs, (ii) 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 multiplied by two for Mr. Singleton and Mr. Aisquith and target levels of performance multiplied by one and a half for Mr. Ezzell, (iii) a one-time payment of $5,000,000 for Mr. Singleton and Mr. Aisquith and $3,000,000 for Mr. Ezzell pursuant to a key man insurance policy maintained by the Company for the executive, (iv) 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, (v) accrued but unpaid vested benefits under any of the Company’s benefit plans, and (vi) 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 (v) and (vi), 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 (i) payment of the Named Executive Officer’s base salary for a period of 24 months for Mr. Singleton and Mr. Aisquith and 18 months for Mr. Ezzell (reduced by any amounts paid by disability insurance), (ii) 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 multiplied by two for Mr. Singleton and Mr. Aisquith and target levels of performance multiplied by one and a half for Mr. Ezzell, (iii) the Benefit Continuation for the executive for a period of two years for Mr. Singleton and Mr. Aisquith and a period of 18 months for Mr. Ezzell, and (iv) the Accrued Rights. Further, upon termination of employment due to death or disability, the Employment Agreements provide for accelerated vesting in full of any outstanding 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 a Named Executive Officer’s employment for cause or resignation without good reason, all of the Named Executive Officer’s rights to compensation and benefits terminate, except that the Named Executive Officers 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 (i) payment of the Accrued Rights, (ii) continued payment of base salary for a period of two years for Mr. Singleton and Aisquith and one and a half years for Mr. Ezzell, (iii) payment of the annual bonus (pro-rated up to the termination date), 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 (pro-rated for partial fiscal years) for a period of two years for Mr. Singleton and Aisquith and one and a half years for Mr. Ezzell, (iv) the Benefit Continuation for the executive for a period of two years for Mr. Singleton and Mr. Aisquith and a period of one and a half years for Mr. Ezzell (such amounts described in (i) through (iv), 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 of the Company. 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 (a "Qualifying CIC Termination"). 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 (i.e., that were contingently vested and thus remained subject only to time-based vesting requirements) will vest immediately upon such termination. PSU awards for which performance achievement had not been certified at the time of the change in control (i.e., were not contingently vested) 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, Aisquith and Ezzell. Each Employment Agreement and the Incentive Plan generally defines “change in control” as one of the following: (i) 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, (ii) 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 (iii) a majority of the members of the Board are replaced with individuals who are not incumbent directors. Each Employment Agreement generally defines “good reason” as any one of the following: (i) a material and continuing failure to pay compensation and benefits earned by the Named Executive Officer; (ii) a material diminution in the executive’s compensation and benefits, other than an across the board reduction not to exceed 15%; (iii) 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; (iv) 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 (v) any requirement that the Named Executive Officer perform duties that in the good faith professional judgment of executive are inconsistent with ethical or lawful business practices.
Potential Payments Upon Termination or Change in Control
Each Employment Agreement generally defines “cause” as any one of the following: (i) 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, (ii) executive intentionally furnishes materially false, misleading, or gross omissive information concerning a substantial matter material to the Company or persons to whom executive reports, (iii) executive intentionally and wrongfully materially damages material assets of the Company, or (iv) executive inappropriately discloses confidential information of the Company which has a material economic effect on the Company, (v) executive engages in any activity which would constitute a breach of the duty of loyalty as contemplated by the employment agreement, (vi) 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), (vii) 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, (viii) material breach by executive of the employment agreement that is not cured within the time provided to do so, or (ix) 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 the 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.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE Pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the Pay Versus Performance Table (set forth below) is required to include “Compensation Actually Paid” or “CAP,” as calculated per SEC disclosure rules, to the Company’s PEO and the Company’s non-PEO Named Executive Officers ("NEOs"), as noted below. “Compensation Actually Paid” represents a new required calculation of compensation that differs significantly from the Summary Compensation Table calculation of compensation, the NEO’s realized or earned compensation, as well as from the way in which the compensation committee views annual compensation decisions. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs, including with respect to equity awards which remain subject to forfeiture if the vesting conditions are not satisfied.
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO($)(1)(2) | Compensation Actually Paid to PEO(1) (3) | Average Summary Compensation Table Total for Non-PEO NEOs($)(4) | Average Compensation Actually Paid to Non-PEO NEOs(4) (5) | Value of Initial Fixed $100 Investment Based On TSR ($)(6) | Net (Loss) Income ($) (thousands) | | 2025 | 4,542,860 | 3,686,235 | 3,405,943 | 2,798,308 | 52.60 | (116,230) | | 2024 | 3,751,698 | 3,205,535 | 2,823,679 | 2,455,074 | 79.41 | (6,176) | | 2023 | 3,018,707 | 1,837,482 | 2,326,709 | 1,438,593 | 85.08 | (39,111) |
PAY VERSUS PERFORMANCE
(1)Our PEO was P. Austin Singleton during fiscal years 2023 through 2025. (2)Represents the total compensation paid to our PEO in each year listed, as shown in our Summary Compensation Table for such year listed. (3)Compensation actually paid does not mean that our PEO was actually paid those amounts in the listed year. Instead, this is a dollar amount derived from the starting point of the Summary Compensation Table total compensation under the methodology prescribed under the relevant SEC rules and as reflected in the adjustment table below. As our PEO does not participate in any defined benefit plans, no adjustments were required to amounts reported in the Summary Compensation Table totals related to the value of benefits under such plans.
PAY VERSUS PERFORMANCE
| PEO | | | | | | 2025 | 2024 | 2023 | | Summary Compensation Table Total | $4,542,860 | $3,751,698 | $3,018,707 | | Add (Subtract): | | | | | Subtract amounts reported under the “Stock Awards” column in the Summary Compensation Table | (2,520,040) | (2,520,060) | (1,500,050) | | Addition of fair value at year-end of equity awards granted during the year that remain unvested as of year-end | 2,187,219 | 1,984,984 | 816,868 | | Fair value at vesting date of awards granted during the year and vested in the same year | — | — | — | | Change in fair value of equity awards granted in prior years that were unvested as of year-end | (532,399) | (86,421) | (472,709) | | Change in fair value of equity awards granted in prior years that vested during the year | (44,114) | (25,649) | (126,321) | | Equity awards granted in prior years that were forfeited during the year | — | — | — | | Dividends or other earnings paid on equity awards during the year | 52,709 | 100,983 | 100,987 | | Compensation Actually Paid | $3,686,235 | $3,205,535 | $1,837,482 |
PAY VERSUS PERFORMANCE
(4)Our Non-PEO NEOs were Anthony Aisquith and Jack Ezzell during fiscal years 2023 through 2025. (5)This figure is the average of compensation actually paid for our NEOs other than our PEO in each year listed. Compensation actually paid does not mean that our NEOs were actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of the Summary Compensation Table total compensation under the methodology prescribed under the relevant rules as shown in the adjustment table below. As our Non-PEO NEOs do not participate in any defined benefit plans, no adjustments were required to amounts reported in the Summary Compensation Table totals related to the value of benefits under such plans.
PAY VERSUS PERFORMANCE
| Non-PEO NEO Average | | | | | | 2025 | 2024 | 2023 | | Summary Compensation Table Total | $3,405,943 | $2,823,679 | $2,326,709 | | Add (Subtract): | | | | | Subtract amounts reported under the “Stock Awards” column in the Summary Compensation Table | (1,770,020) | (1,770,048) | (1,135,773) | | Addition of fair value at year-end of equity awards granted during the year that remain unvested as of year-end | 1,536,258 | 1,394,228 | 612,677 | | Fair value at vesting date of awards granted during the year and vested in the same year | — | — | — | | Change in fair value of equity awards granted in prior years that were unvested as of year-end | (378,028) | (60,643) | (348,256) | | Change in fair value of equity awards granted in prior years that vested during the year | (30,985) | (12,740) | (97,364) | | Equity awards granted in prior years that were forfeited during the year | — | — | — | | Dividends or other earnings paid on equity awards during the year | 35,140 | 80,598 | 80,600 | | Compensation Actually Paid | $2,798,308 | $2,455,074 | $1,438,593 |
PAY VERSUS PERFORMANCE
(6)Pursuant to SEC rules, the comparison assumes $100 was invested on September 30, 2022. Historical stock price performance is not necessarily indicative of future stock price performance.
Description of Relationships Between Compensation Actually Paid and Performance
Description of Relationships Between Compensation Actually Paid and Performance We believe the Company's pay-for-performance philosophy is well reflected in the table above because the Compensation Actually Paid tracks well to the performance measures required to be disclosed in the table. The graphs below describe, in a manner compliant with the relevant SEC rules, the relationship between Compensation Actually Paid and the performance measures described in the table above.
Compensation Actually Paid Versus TSR
Compensation Actually Paid Versus TSR
Compensation Actually Paid Versus Net (Loss) Income
Compensation Actually Paid Versus Net (Loss) Income
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION During the fiscal year ended September 30, 2025, each of our non-employee directors received the compensation set forth in the table below. Employee directors are not compensated for their additional service provided to our Board and thus are not included in the table below.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | | Stock Awards ($)(1)(2) | | Total ($)(3) | | | John F. Schraudenbach | | 155,000 | | 125,000 | | 280,000 | | John G. Troiano | | 75,000 | | 125,000 | | 200,000 | | Christopher W. Bodine (4) | | 95,000 | | 125,000 | | 220,000 | | Jeffrey B. Lamkin | | 75,000 | | 125,000 | | 200,000 | | Bari A. Harlam | | 95,000 | | 125,000 | | 220,000 | | J. Steven Roy | | 100,000 | | 125,000 | | 225,000 | | Carmen R. Bauza | | 75,000 | | 125,000 | | 200,000 |
DIRECTOR COMPENSATION
(1) Represents the aggregate grant date fair value of 5,228 RSUs granted to each nonemployee director on October 1, 2024. The RSUs granted to the non-employee directors vested in full on October 1, 2025, subject to the director’s continued service on the Board. As of September 30, 2025, each of the non-employee directors reflected in the table above held 5,228 unvested RSUs. (2) Represents the aggregate grant date fair value of the RSUs granted to each nonemployee director determined in accordance with FASB ASC 718, excluding the effect of estimated forfeitures. See Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, for a discussion of the assumptions used in determining the FASB ASC 718 grant date fair value of these awards. (3) 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. (4) Mr. Bodine has not been nominated for reelection to the Board at the end of his current term, which concludes on the date of the Annual Meeting.
Narrative to Director Compensation Table
Narrative to Director Compensation Table We believe that attracting and retaining qualified non-employee independent directors is critical to the future value of our continued growth and governance. We also believe that the compensation package for our non-employee independent directors should require that a portion of the total compensation package be equity-based to align the interests of these directors with our equity holders. The following narrative describes the director compensation policy in effect during fiscal year 2025. We pay our non-employee independent directors an annual retainer of $75,000 in cash each year and award each non-employee independent director with an RSU grant valued, on the date of grant, at $125,000, which will vest one year following the date of grant. The number of RSUs granted annually to the non-employee independent directors is determined by dividing the total value of the RSU award by the adjusted closing price of our Class A common stock immediately prior to the grant date. In addition, the various chairs of Board committees received the following additional cash retainers during fiscal year 2025: Non-Executive Chair, if any: $80,000 Audit Committee Chair: $25,000 Compensation Committee Chair: $20,000 Governance Committee Chair: $20,000 Cash retainers are ordinarily paid quarterly in arrears. In addition, the Company maintains share ownership guidelines for non-employee directors. Non-employee directors are required to hold shares of our Class A common stock with a value of $225,000 within five years of joining the Board, $300,000 within six years of joining the Board, and $375,000 (or five times the value of the base annual retainer) within seven years of joining the Board.