Austin Singleton
About Austin Singleton
P. Austin Singleton Jr., 51, is Founder, CEO, and Director of OneWater Marine Inc., serving as CEO since April 2019 and a director since 2020; he studied Business and Finance at Auburn University and has worked across dealership operations since 1988, later leading Singleton Marine (CEO, 2006) and OneWater LLC (CEO since 2014) . FY2024 saw revenue decline 8% to $1.77B, net loss of $(6)M, and Adjusted EBITDA of $82.5M amid industry headwinds; company TSR (fixed $100 since FY2020) stood at 121.85 vs Russell 2000 peers at 156.00, reflecting underperformance in FY2024 and weaker EBITDA vs prior years . The Board maintains a split Chair/CEO structure with independent Chair and regular executive sessions, supporting oversight while Singleton remains a non-independent executive director .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Singleton Marine | CEO | 2006–2014 | Grew operations before merger into OneWater LLC; foundational leadership in premium boat retail |
| OneWater LLC | CEO | 2014–present | Led consolidation and scale; served on Board of Managers until IPO |
| OneWater Marine Inc. | Founder, CEO, Director | 2019–present (CEO), 2020–present (Director) | Public company leadership; geographic and brand diversification through market cycles |
| Singleton Marine | Operations roles (fuel dock, service, sales, GM) | 1988–2006 | Ground-up operating expertise; informs hands-on execution |
External Roles
No external public company directorships or committee roles are disclosed in the proxy biography for Mr. Singleton .
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base Salary ($) | $725,000 | $725,000 | $800,000 |
| Target Bonus ($) | $750,000 | $750,000 | $960,000 |
| Target Bonus (% of Base) | n/a (not disclosed) | n/a (not disclosed) | 120% |
| Actual Bonus Paid ($) | $1,500,000 | $750,000 | $327,985 |
| Stock Awards ($) | $1,500,034 | $1,500,050 | $2,520,060 |
| All Other Compensation ($) | $16,267 | $43,657 | $53,653 |
| Total Compensation ($) | $3,741,301 | $3,018,707 | $3,751,698 |
Performance Compensation
Annual Cash Incentive (FY2024)
| Metric | Weighting | 2024 Target | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | Payout |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA | 50% | $135,071,000 | 80% | 100% | 120% | Less than $108,056,800 | 0% |
| Aged Inventory | 50% | <15.0% | 80% | 100% | 120% | 16.9% | 68% |
| Total Weighted Value | — | — | — | — | — | — | 34% |
Resulting payouts: CEO bonus $327,985 (34% of $960,000 target; 41% of base salary) .
Long-Term Equity (FY2024 Grants and Outcomes)
- Structure: 60% PSUs, 40% RSUs; target aggregate LTI value $2,520,000 (315% of base) . PSUs measured over one-year on ROIC and Sales Growth (50%/50%), then convert to RSUs vesting ratably over 3 years; RSUs vest ratably over 3 years .
- FY2024 grants: 59,018 target PSUs and 39,345 RSUs; PSUs earned at 74% and convert to RSUs vesting on Dec 10, 2024; Oct 1, 2025; Oct 1, 2026 .
| Award Type | Grant Date | Units | Performance Outcome | Vesting Schedule |
|---|---|---|---|---|
| PSUs | 10/01/2023 | 59,018 target | 74% earned | Convert to RSUs; vest Dec 10, 2024; Oct 1, 2025; Oct 1, 2026 |
| RSUs | 10/01/2023 | 39,345 | n/a | Vest in equal installments on first three anniversaries of Oct 1, 2023 |
Historical PSU outcomes: FY2022 earned 200%; FY2023 earned 40% .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,706,355 Class A shares (11.5% of Class A; 10.5% voting power) |
| Ownership Breakdown | Auburn OWMH, LLLP: 667,369; Philip Singleton Irrevocable Trust (12/24 Trust): 345,678; Austin Singleton Irrevocable Trust (12/30 Trust): 602,033; Family Foundation: 91,275 |
| Pledged Shares | 51,826 Class A shares pledged by the 12/30 Trust (~3% of aggregate Singleton beneficial ownership); CEO/COO may pledge up to 15% annually with Board approval; hedging and margin prohibited |
| Unvested RSUs (as of 9/30/2024) | 10,151; 19,131; 13,284; 7,971; 39,345 (market value total $2,149,078 at $23.91/share) |
| Unearned Shares (contingently earned PSUs converted to RSUs) | 43,674 units; market/payout value $1,044,245 |
| Options | None outstanding; equity awards are RSUs/PSUs |
| Insider Policy | Prohibits hedging/derivatives/margin; limited pledging exceptions for CEO/COO with caps and approval |
| Director Ownership Guidelines | Non-employee directors must reach $225k by 5 years, $300k by 6 years, $375k (5x retainer) by 7 years |
Employment Terms
| Term | Key Points |
|---|---|
| Employment Agreement | At-will; minimum salary floors ($670k CEO); target bonus floors ($520k CEO); initial LTI targets $520k (now $2.52M set by committee/Aon) |
| Severance (Qualifying Termination) | Base salary continued for 2 years + annual bonus at target subject to actual performance timing + 24 months COBRA; double-trigger CIC accelerates unvested RSUs and contingently earned PSUs; non-certified PSUs remain outstanding through performance period |
| Non-Compete / Non-Solicit | 2 years for CEO/COO (1 year for CFO) following termination; plus non-disparagement/confidentiality/IP assignment |
| Death/Disability Benefits | Key-man insurance ($1,000,000 CEO), pro-rated bonus, COBRA (12–24 months), and accelerated vesting; illustrative total value $5.16M (death) / $4.96M (disability) at 9/30/2024 assumptions |
| CIC Double Trigger Illustrative | Total $6.74M (cash + accelerated equity + COBRA) assuming 9/30/2024 prices/performance; must occur within 12 months post-CIC |
| Clawback | Dodd-Frank compliant clawback adopted Aug 16, 2023; recoup incentive comp after restatements (pre-tax, post-10/2/2023 awards) |
| Perquisites & Gross-Ups | Medical premiums above general employees; wellness; life/disability; demo boats; no excise tax gross-ups; no pension/SERP; no nonqualified deferral plan |
Board Governance
- Role: Executive Director (non-independent) and CEO; not a committee member .
- Board Leadership: Independent Chair (John F. Schraudenbach) separate from CEO; executive sessions of independent directors; 7 Board meetings in FY2024; ≥75% attendance by each director .
- Committee Structure: Audit (Roy—Chair; Bodine, Lamkin, Bauza; all independent; Roy is audit committee financial expert) ; Compensation (Harlam—Chair; Bodine, Roy, Bauza; independent; Aon engaged and assessed independent) ; Nominating & Governance (Bodine—Chair; Roy, Schraudenbach, Troiano, Harlam; independent) .
- Independence: Majority independent Board; Singleton and Aisquith are non-independent executives .
Director Compensation (Context)
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Non-Employee Directors (examples) | $75,000 base retainer; committee chair retainers: Audit $25k, Comp $20k, Governance $20k; Non-Exec Chair $80k | Annual RSUs $125,000 (4,880 RSUs vest after 1 year) | Varies by role; e.g., Schraudenbach $280k total |
| Employee directors (including CEO) receive no additional Board compensation . |
Compensation Committee Analysis
- Independent consultant (Aon) advises on executive and director pay; independence reviewed annually; no conflicts .
- Peer group used for market data (limited benchmarking): America’s Car-Mart, Asbury Automotive, Big 5 Sporting Goods, Callaway, Camping World, Clarus, Johnson Outdoors, Lazydays, Malibu Boats, MasterCraft, Sleep Number, Sportsman’s Warehouse, Winnebago, YETI .
- Program emphasizes pay-for-performance; minimum 1-year vesting; no single-trigger CIC; anti-hedging; director ownership guidelines .
Related Party Transactions (Risk Indicators)
- Personal Guarantees: CEO personally guaranteed $443.4M under the Eighth Inventory Financing Facility (as of 9/30/2024); COO’s guarantee limited to fraud/disposal of collateral; no guarantee fees paid .
- Leases with CEO and significant shareholders: Multiple retail facilities leased; FY2024 lease expenses include $381,582 (Dadeville/Equality), $204,000 (Orange Beach/Pensacola), $221,558 and $252,746 (Buford), $426,892 (Fortson/Conroe) to entities controlled by Singleton; additional leases with Peter and Teresa Bos .
- Consignment Inventory: Payments of $124.4M in FY2024 to Global Marine Finance, LLC for consigned boats/yachts; CEO and COO provide personal guarantees to this entity .
- Tax Receivable Agreement (TRA): Company pays 85% of realized tax savings to TRA holders (including entities affiliated with Singleton); early termination or change of control could require substantial immediate payments, affecting liquidity and strategic flexibility .
Say-on-Pay & Shareholder Feedback
Stockholders approved NEO compensation at the 2024 Annual Meeting; the company continues engagement and will consider 2025 advisory vote outcomes in future design .
Performance & Track Record
| Measure | FY2021 | FY2022 | FY2023 | FY2024 |
|---|---|---|---|---|
| TSR (Value of $100) | 204.91 | 153.44 | 130.56 | 121.85 |
| Net (Loss) Income ($000s) | 116,413 | 152,611 | (39,111) | (6,176) |
| Adjusted EBITDA ($000s) | 161,581 | 257,600 | 176,373 | 82,457 |
| Revenue Trend | — | — | — | Decreased 8% to $1.77B |
FY2024 commentary: Consumer/inventory reset and Hurricane Helene impacts; diversification across brands/geographies helped mitigate industry pressures .
Equity Vesting Calendar (Near-Term Selling Pressure Signals)
- RSUs from 10/01/2023 grant: tranches vest on anniversaries of Oct 1, 2024; Oct 1, 2025; Oct 1, 2026 .
- PSUs (FY2024 earned 74%) converted to RSUs: vest Dec 10, 2024; Oct 1, 2025; Oct 1, 2026 .
- Additional RSU tranches from prior awards vested on Sept 30, 2024 and will continue per schedules; see outstanding awards table for counts/values .
Board Service History, Committees, and Dual-Role Implications
- Board Service: Director since 2020; CEO since 2019; Board met 7 times FY2024; ≥75% attendance by all members .
- Committee Roles: Not seated on Audit/Comp/Governance (all independent), preserving formal independence of key oversight committees .
- Dual-Role and Independence Considerations: While Chair/CEO roles are split and majority-independent board is maintained, CEO’s personal guarantees and related-party leases/consignment ties present potential conflicts and liquidity/oversight risks; independent committees and policies (related party review; hedging/pledging restrictions) provide mitigations .
Investment Implications
- Pay-for-performance alignment: Mix is heavily performance-based (PSUs on ROIC and Sales Growth; cash bonus on EBITDA/inventory), with 2024 payouts reduced due to underperformance—supportive of discipline but signals near-term pressure on cash incentives if conditions persist .
- Insider selling/overhang: RSU/PSU tranches scheduled through 2026 and a disclosed pledge (51,826 shares) create periodic liquidity events; pledge remains below policy caps but is a monitoring item given market volatility .
- Retention and CIC economics: Two-year salary/bonus continuity and double-trigger acceleration provide stability and retention; however, TRA obligations and personal guarantees introduce liquidity/event risks in strategic transactions or macro stress .
- Governance quality: Split Chair/CEO, independent committees, clawback, anti-hedging, and director ownership guidelines are positives; related party transactions (leases, consignment, guarantees) and TRA dynamics warrant continued scrutiny for alignment and cash flow impacts .