Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
|
On August 12, 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 ten to eleven members, effective as of August 12, 2022.
Appointment of J. Steven Roy
On August 12, 2022, the Board appointed J. Steven Roy to the Board as a director, effective as of August 12, 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. Roy
concerning his background, employment and affiliations, including family relationships, the Board determined that Mr. Roy 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. Roy 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 family relationships between Mr. Roy and any director or executive officer of the Company, and there are no arrangements or understandings
between Mr. Roy and any other persons pursuant to which he was appointed as a director of the Company. Prior to becoming a director, Mr. Roy purchased a boat from a subsidiary of the Company with value in excess of $120,000, pursuant to ordinary
course sales processes in good faith on terms generally available to similar customers.
Mr. Roy has been appointed as a member of the Audit Committee, effective as of August 12, 2022. Mr. Roy will receive the standard non-employee director
compensation for his service as a director beginning October 1, 2022. 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. In
connection with his appointment, the Company and Mr. Roy will enter into the Company’s standard form of indemnification agreement.
J. Steven Roy. has served as an independent financial advisor since 2019, managing investment activities for a large family office. Prior to working
independently, Mr. Roy was the Chief Financial Officer for AAA Cooper Transportation (“ACT”) from 2004 to 2019, a multi-regional logistics company. Mr. Roy simultaneously served as a member of the ACT Board of Directors. Prior to that, he was the
Executive Vice-President and Chief Financial Officer of Movie Gallery, Inc., a Nasdaq-listed video specialty retailer. Mr. Roy has served on the University of Alabama President’s Cabinet, and as a Director at the Business Council of Alabama and the
Dothan Area Chamber of Commerce. Mr. Roy earned his B.S. in Accounting from the University of Alabama.