Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On March 21, 2022, the Board of Directors (the “Board”) of OneWater Marine Inc., a Delaware corporation (the “Company”), voted to expand the size of the
Board from nine to ten members, effective as of April 1, 2022.
Appointment of Greg A. Shell, Sr.
On March 21, 2022, the Board appointed Greg A. Shell, Sr. to the Board as a director, effective as of April 1, 2022, with a term expiring at the 2023
annual meeting of stockholders or until his successor is elected and qualified, or, if earlier, until his death, disability, resignation, disqualification, or removal from the Board. Based upon information requested from and provided by Mr. Shell
concerning his background, employment and affiliations, including family relationships, the Board determined that Mr. Shell does not have any relationships that would interfere with the exercise of independent judgment in carrying out the
responsibilities of a director and that Mr. Shell is “independent” as that term is defined under the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and the listing requirements of the Nasdaq Stock Market. There
are no transactions in which Mr. Shell has an interest requiring disclosure under Item 404(a) of Regulation S-K. There are no family relationships between Mr. Shell and any director or executive officer of the Company, and there are no arrangements
or understandings between Mr. Shell and any other persons pursuant to which he was appointed as a director of the Company.
Mr. Shell has been appointed as a member of the Compensation Committee, effective as of April 1, 2022. Mr. Shell will receive the standard non-employee
director compensation for his service as a director. For the current fiscal year, Mr. Shell will receive an award of restricted stock units with a value equal to approximately $37,500, which amount represents the prorated value of a $75,000 annual
director award reduced to reflect the service period from the date of his effective appointment to the Board through September 30, 2022. In connection with his appointment, the Company and Mr. Shell will enter into the Company’s standard form of
indemnification agreement.
For a full description of the compensation program for the Company’s non-employee directors, please see the Company’s Definitive Proxy Statement filed on
January 12, 2022.
Greg A. Shell, Sr. has served as Managing Director of Bain Capital since 2016, coleading the Double Impact Fund, Bain Capital’s private equity fund
focused on social impact. Prior to joining Bain Capital, Mr. Shell was a Portfolio Manager at Grantham, Mayo, Van Otterloo (“GMO”), a global investment management firm. Prior to that, he was a Senior Equity Analyst in the Global Equity Research group
at Columbia Management Group, a global investment management firm. Mr. Shell has also served the board of Eastern Bank Corporation since 2018. Mr. Shell has served on the New England Advisory Committee of the Federal Reserve Bank of Boston, and as a
Director at Harvard Pilgrim Health Care, Fiduciary Trust, Massachusetts General Hospital and the Boston Foundation. Mr. Shell earned his MBA from Harvard Business School and received a B.S. from the Massachusetts Institute of Technology.