Bari Harlam
About Bari A. Harlam
Independent director of OneWater Marine since 2020; age 63 as of the 2025 record date. Former Chief Marketing Officer North America at Hudson’s Bay Company, EVP Membership/Marketing/Analytics at BJ’s Wholesale Club, and senior marketing leader at CVS; PhD in Marketing (Wharton), plus prior academic posts at Columbia University and the University of Rhode Island, and adjunct at Wharton. Board skills matrix lists leadership, operational, and public company experience; gender: female. Director since May 12, 2020; the Board has determined she is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hudson’s Bay Company | Chief Marketing Officer, North America | Apr 2018 – Mar 2020 | Led marketing strategy; consumer retail expertise |
| BJ’s Wholesale Club | EVP, Membership, Marketing & Analytics | Jul 2012 – Dec 2016 | Membership growth and analytics leadership |
| Upserve (f/k/a Swipely) | Chief Marketing Officer | Aug 2011 – Jul 2012 | Technology/SMB marketing |
| CVS Health | SVP, Marketing | 2000 – Aug 2011 | Large-scale retail marketing leadership |
| Columbia University | Professor | Jul 1989 – Jul 1992 | Academic research/teaching |
| University of Rhode Island | Professor | Jul 1992 – Jul 2000 | Academic research/teaching |
| Wharton School (UPenn) | Adjunct Professor | Jan 2015 – May 2018 | Graduate instruction; analytics |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Eastern Bankshares, Inc. (NASDAQ: EBC) | Director | Since Feb 2014 | Current public company board |
| Aterian, Inc. (NASDAQ: ATER) | Director | Since Feb 2020 | Current public company board |
| Champion Petfoods, LP | Director | Since Mar 2020 | Private company board |
| Rite Aid Corporation | Director | Sep 2020 – Aug 2024 | Former public company board |
| Seton Hill University | Trustee | N/A | Non-profit role |
| RoundTable Healthcare Partners Council | Advisory Board Member | N/A | Industry advisory role |
Board Governance
- Committees: Compensation Committee (Chair); Nominating & Governance Committee (Member). Not on Audit Committee.
- Independence: Board determined Harlam is independent under SEC/Nasdaq standards; majority-independent board.
- Attendance/Engagement: Board met 7 times in FY2024; each director attended ≥75% of Board and committee meetings; all directors at the 2024 annual meeting. Compensation Committee met 5 times; Nominating & Governance 4; Audit 8.
- Board leadership: Independent Chairman presides over executive sessions; separate Chair/CEO roles.
Fixed Compensation
| Component | FY2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $75,000 | Standard non-employee director cash retainer |
| Committee chair fee (Compensation) | $20,000 | Compensation Committee Chair cash retainer |
| Fees Earned or Paid in Cash (Total) | $95,000 | Reported for Harlam in director compensation table |
| RSU grant (annual) | 4,880 units; $125,000 grant-date fair value | Granted Oct 1, 2023; vested Oct 1, 2024 |
| Director equity policy | RSUs vest one year post-grant; annual value $125,000 | Aligns director incentives with shareholders |
Performance Compensation
| Element | Status | Metrics |
|---|---|---|
| Performance-based director pay | Not disclosed/applicable | Annual director RSUs are time-based; no performance metrics disclosed |
Other Directorships & Interlocks
| Connection | Relevance to ONEW | Notes |
|---|---|---|
| Eastern Bankshares (EBC) | Low direct conflict | Banking; no marine retail overlap disclosed |
| Aterian (ATER) | Low direct conflict | Consumer/technology; no marine retail overlap disclosed |
| Champion Petfoods | Low direct conflict | Consumer pet products; no marine retail overlap disclosed |
| Rite Aid (former) | Historical network | Retail healthcare; not a current interlock with ONEW |
Expertise & Qualifications
- Advanced quantitative training and PhD in Marketing (Wharton), plus extensive consumer retail and analytics leadership (HBC, BJ’s, CVS).
- Board skills matrix highlights leadership, operational experience, and public company experience; gender diversity.
- Academic credentials and teaching roles at Columbia, URI, and Wharton.
Equity Ownership
| Item | Amount | Date/Status |
|---|---|---|
| Beneficial ownership (Class A) | 16,785 shares (<1%) | As of Jan 2, 2025; percent is “<1%” per proxy table |
| Annual director RSUs outstanding | 4,880 unvested RSUs | As of Sep 30, 2024; vested Oct 1, 2024 |
| Insider RSU grant | 7,892 RSUs (price $0) | Granted Oct 1, 2025; vests Oct 1, 2026; attorney-in-fact signature dated Oct 3, 2025 |
| Beneficial ownership post-grant | 29,905 shares reported on Form 4 | Following Oct 1, 2025 RSU grant; filing reflects updated beneficial total |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy | Pledging exceptions only for founders CEO/COO; no exceptions noted for Harlam |
| Director stock ownership guidelines | Required holdings: $225k (≤5 yrs), $300k (≤6 yrs), $375k or 5× retainer (≤7 yrs) | Individual compliance status not disclosed |
Related Party & Conflicts Review
- No related party transactions disclosed involving Bari Harlam. The proxy lists leases, consignment, guarantees, and TRA arrangements involving other insiders (CEO/COO, Bos affiliates, Beekman) but none pertaining to Harlam.
- Insider Trading Policy bans hedging/pledging for directors; exceptions apply only to founders (CEO/COO).
Compensation Committee Analysis
- Composition: Bodine, Roy, Bauza, Harlam; chaired by Harlam.
- Independent consultant: Aon engaged; independence assessed annually; committee concluded no conflicts; 5 meetings in FY2024.
- Committee interlocks: None disclosed.
- Key pay design features: One-year minimum vesting, no excise tax gross-ups, clawback policy adopted Aug 16, 2023.
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee with use of independent consultant; consistent attendance; time-based equity with ownership guidelines enhances alignment; anti-hedging/pledging policy for directors.
- Watch items (company-level): Extensive related-party arrangements (leases, consignment) and founders’ personal guarantees/limited pledging exceptions—board oversight via Audit/Nom/Gov is important; however no direct linkage to Harlam disclosed.
- Signals: Recent Form 4 shows continued equity-based compensation via RSUs, increasing reported beneficial holdings; standard for director alignment.
Director Compensation (Detail)
| Metric | FY2024 Value |
|---|---|
| Fees Earned or Paid in Cash ($) | $95,000 |
| Stock Awards ($) | $125,000 |
| Total ($) | $220,000 |
| RSUs Granted | 4,880 (granted 10/01/2023; vested 10/01/2024) |
| Committee Chair Cash Retainers | $20,000 (Compensation Committee Chair) |
Insider Trades (Form 4)
| Date | Type | Securities | Price | Post-Transaction Beneficial Ownership | Notes |
|---|---|---|---|---|---|
| Oct 1, 2025 | RSU award (grant) | 7,892 RSUs | $0 | 29,905 shares | Vests Oct 1, 2026; filed Oct 3, 2025 |
Attendance & Committee Activity
| Body | FY2024 Meetings | Bari Harlam Attendance |
|---|---|---|
| Board of Directors | 7 | ≥75% of meetings; all directors attended ≥75% |
| Compensation Committee | 5 | ≥75% (committee members meet attendance threshold) |
| Nominating & Governance Committee | 4 | ≥75% (committee members meet attendance threshold) |
Director Policies
- Stock Ownership Guidelines: Step-up thresholds to $375k or 5× base retainer within seven years.
- Clawback Policy: Adopted Aug 16, 2023, recoupment of incentive-based compensation in case of restatement.
- Insider Trading Policy: Prohibits hedging/derivatives and pledging for directors.
RED FLAGS
- None disclosed specific to Bari Harlam (no related party transactions, no hedging/pledging exceptions, attendance thresholds met). Broader company-related party exposure remains a governance focus area but not attributable to Harlam.