Carmen Bauza
About Carmen Bauza
Carmen R. Bauza (age 63) has served as an independent director of OneWater Marine Inc. since March 1, 2023. She is a seasoned merchandising and marketing executive with senior roles at Fanatics (Chief Merchandising Officer, 2019–2021), HSN (Chief Merchandising Officer, 2016–2017), and Walmart (SVP/GM Consumables, Health & Wellness, 2007–2016); she holds a degree from Seton Hill University in fashion merchandising and business management . The Board has affirmatively determined she is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Fanatics, Inc. | Chief Merchandising Officer | Jan 2019–Apr 2021 | Led merchandising strategy at sports e-commerce leader |
| HSN | Chief Merchandising Officer | Nov 2016–Dec 2017 | Oversaw merchandising for televised/home shopping retailer |
| Walmart, Inc. | SVP & GM, Consumables, Health & Wellness | Jun 2007–Oct 2016 | Senior P&L responsibility across consumables and health categories |
| Bath & Body Works, Five Below, The Walt Disney Company | Merchandising/Leadership roles | Not disclosed | Earlier career roles in retail and consumer sectors |
External Roles
| Organization | Role | Committees/Notes | Status |
|---|---|---|---|
| Zumiez, Inc. (NASDAQ: ZUMZ) | Director | Not disclosed in proxy | Current |
| Destination XL Group, Inc. (NASDAQ: DXLG) | Director | Not disclosed in proxy | Current |
| Claire’s Holdings LLC | Board of Managers | Private company board | Current |
| Seton Hill University | Board of Trustees | Higher education governance | Current |
| RoundTable Healthcare Partners Council | Advisory Board | Private equity advisory | Current |
Board Governance
- Independence: Independent director under Nasdaq and SEC rules .
- Committee assignments: Audit Committee member; Compensation Committee member .
- Committee chairs: Audit Committee chaired by J. Steven Roy; Compensation Committee chaired by Bari A. Harlam .
- Board leadership: Separate Chair (John F. Schraudenbach) and CEO structure; Chair presides over executive sessions of independent directors .
- Attendance: Board met 7 times in FY2024; each director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 Annual Meeting .
- Committee activity: Audit Committee met 8 times; Compensation Committee met 5 times; Nominating & Governance met 4 times .
| Governance Metric | Value |
|---|---|
| Independence status | Independent |
| Board meetings (FY2024) | 7 |
| Audit Committee membership | Bodine, Lamkin, Roy (Chair), Bauza |
| Compensation Committee membership | Bodine, Roy, Bauza, Harlam (Chair) |
| Nominating & Governance membership | Bodine (Chair), Roy, Schraudenbach, Troiano, Harlam |
| Audit Committee meetings (FY2024) | 8 |
| Compensation Committee meetings (FY2024) | 5 |
| Nominating & Governance meetings (FY2024) | 4 |
| Annual Meeting attendance (2024) | All directors attended |
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard cash retainer for non-employee directors |
| Committee chair fees | $0 | Not a chair; chair fees are $25k (Audit), $20k (Comp), $20k (Governance) when applicable |
| Non-Executive Chair fee | N/A | $80k applies to Chair role (not applicable to Bauza) |
| Total cash paid | $75,000 | Fees earned/paid in cash |
Performance Compensation
- Annual equity grant: 4,880 RSUs granted 10/1/2023 with grant date fair value of $125,000; RSUs vested in full on 10/1/2024 (one-year vest) .
- No performance metrics are tied to director RSU grants (time-based vesting only) .
| Equity Grant Detail | Value |
|---|---|
| RSUs granted (10/1/2023) | 4,880 |
| Grant date fair value | $125,000 |
| Vesting schedule | Vested in full on 10/1/2024 |
Director Stock Ownership Guidelines:
- Required holdings: $225,000 within 5 years of joining the Board; $300,000 within 6 years; $375,000 (or 5× annual retainer) within 7 years .
Other Directorships & Interlocks
| Potential Interlock/Conflict | Assessment |
|---|---|
| Retail boards (Zumiez, Destination XL) | No disclosed transactions with OneWater; sector distinct from marine retail; no interlocks with OneWater counterparties noted |
| Related-party transactions | No related-party transactions disclosed involving Ms. Bauza; related-party items primarily involve CEO/COO affiliates and major holders |
Expertise & Qualifications
- Board matrix skills: Leadership; Operational Experience; Public Company Experience indicated for Bauza .
- Senior merchandising/consumer expertise from Walmart, HSN, Fanatics aligns with retail/product strategy and customer engagement .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (as of 1/2/2025) | 7,502 shares of Class A | Less than 1% of shares/voting power |
| Unvested RSUs (as of 9/30/2024) | 4,880 | Pre-vesting status at fiscal year-end; vested 10/1/2024 |
| Pledging/hedging | Prohibited for directors under Insider Trading Policy | Directors may not hedge or pledge company stock |
| Ownership guidelines | $225k within 5 years; $300k within 6 years; $375k within 7 years | Applies to all non-employee directors |
| Appointment date (for guideline timeline) | March 1, 2023 | Guideline compliance measured over 5–7 years from joining |
Compensation Committee Analysis
- Committee composition: Bodine, Roy, Bauza, Harlam (Chair); all independent .
- Consultant: Aon (independent); advises on executive and director compensation; annual independence review; no conflicts identified .
- Say-on-Pay: Stockholders approved NEO compensation at 2024 Annual Meeting; annual advisory vote cadence through next frequency vote in 2028 .
Governance Assessment
- Positives:
- Independence and active committee roles (Audit and Compensation) support board oversight of financial reporting and pay practices .
- Clear director ownership guidelines; equity-heavy director pay (RSU $125k vs $75k cash) strengthens alignment (≈62.5% equity by value) .
- Robust anti-hedging/anti-pledging policy for directors enhances alignment; executive sessions led by independent Chair strengthen oversight .
- Watch items:
- Company has material related-party arrangements (leases, financing guarantees, consignment) with CEO/COO affiliates and major holders; while audit/nominating committees oversee RPTs, continued rigor is warranted to preserve investor confidence .
- TRA commitments and potential early-termination obligations may affect change-of-control dynamics and liquidity; board oversight of such obligations is critical .
- RED FLAGS: None disclosed specific to Ms. Bauza—no related-party transactions, pledging, or attendance issues reported for her; all directors met minimum attendance and attended the annual meeting .