Jack Ezzell
About Jack Ezzell
Jack Ezzell is Chief Financial Officer and Secretary of OneWater Marine Inc., serving as CFO since April 2019 and previously CFO of OneWater LLC since 2017. He is a CPA with a B.S. in Accounting from Western Carolina University and has over 30 years of accounting and finance experience, including 20+ years in the boating industry . Age 54 as of the 2025 record date . Company performance during FY2023–FY2024 saw revenue of $1.94B (+11% YoY) with Adjusted EBITDA of $167M (−32%) in FY2023, and revenue of $1.77B (−8%) with Adjusted EBITDA of $82M (−53%) in FY2024 amid industry headwinds and hurricane impacts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OneWater Marine LLC | Chief Financial Officer | 2017–2019 | Led pre-IPO finance; transition to public-company CFO |
| OneWater Marine Inc. | Chief Financial Officer & Secretary | Apr 2019–present | Oversight of public-company finance and reporting |
| MarineMax (NYSE: HZO) | General Manager, Clearwater & St. Petersburg dealerships | Not disclosed (immediately prior to 2017) | Ran multi-dealership operations, P&L leadership |
| Masonite International (NYSE: DOOR) | Chief Accounting Officer | 2010–2015 | Led public-company accounting function |
| MarineMax (NYSE: HZO) | Controller; Chief Accounting Officer | 1998–2010 | Built core accounting processes at a large marine retailer |
| Arthur Andersen | Auditor | Prior to 1998 | Public accounting foundation, audit rigor |
External Roles
No public-company directorships or external board roles disclosed for Ezzell in executive officer biographies and proxy disclosures .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $425,000 | $475,000 | $600,000 |
| Target Annual Bonus ($) | $250,000 | $350,000 | $465,000 |
| Actual Annual Bonus Paid ($) | $500,000 | $350,000 | $208,875 |
| Stock Awards – Grant Date Fair Value ($) | $500,011 | $771,495 | $1,020,035 |
| All Other Compensation ($) | $15,497 | $28,499 | $42,459 |
| Total Compensation ($) | $1,440,508 | $1,624,994 | $1,871,369 |
2024 adjustments: salary +26% (to $600,000) and target bonus +33% (to $465,000), aligning CFO pay to peer study with Aon; CEO/COO adjusted after being flat since 2021 .
Performance Compensation
Annual Cash Incentive Program (Framework and 2022 outcomes)
| Metric | Weighting | 2022 Target | Threshold (50% payout) | Target (100% payout) | Max (200% payout) | Actual 2022 Achievement | Payout Earned |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA | 80% | $164,992,000 | 80% of target | 100% of target | 120% of target | >$197,990,400 | 200% |
| Aged Inventory | 20% | <15.0% | 80% of target | 100% of target | 120% of target | <9% | 200% |
| Total Weighted Value | — | — | — | — | — | — | 200% |
Annual cash incentive framework sets payouts from 0–200% of target based on metrics; Adjusted EBITDA and aged inventory utilized in FY2020–FY2024 .
Equity Incentives (RSUs and PSUs)
| Year | Grant Details (CFO) | Performance Metrics | PSU Outcome | Vesting Schedule |
|---|---|---|---|---|
| FY 2022 | 4,974 RSUs; 7,461 PSUs (target) granted 10/01/2021 | Adjusted EBITDA & aged inventory | 200% contingently earned (FY2022 performance) | PSUs convert then vest ratably over 3 years |
| FY 2023 | 6,643 RSUs + 3,322 RSUs (11/30/2022 adjustment); 9,964 PSUs + 4,982 PSUs | Adjusted EBITDA & aged inventory; transition planning for future metrics | 40% contingently earned (FY2023 performance) | Earned PSUs vest on 12/14/2023, 10/01/2024, 10/01/2025 |
| FY 2024 | 15,926 RSUs; 23,888 PSUs (target) granted 10/01/2023 | New PSU metrics: ROIC and Sales Growth | 74% contingently earned (FY2024 performance) | Earned PSUs vest on 12/10/2024, 10/01/2025, 10/01/2026; RSUs vest in 3 annual tranches from 10/01/2023 |
Shift in PSU metrics: Compensation committee identified conflict using same metrics for short- and long-term incentives; starting FY2024 PSUs measure ROIC and Sales Growth (improving pay-for-performance alignment) .
Equity Ownership & Alignment
Beneficial Ownership (CFO)
| As of Record Date | Shares Beneficially Owned (Class A) | % of Shares Outstanding |
|---|---|---|
| Jan 4, 2021 | 12,500 | <1% |
| Jan 4, 2022 | 23,757 | <1% |
| Jan 4, 2023 | 47,045 | <1% |
| Jan 3, 2024 | 71,676 | <1% |
| Jan 2, 2025 | 80,338 | <1% |
- Hedging/Pledging: Company prohibits hedging and pledging of Class A common stock for executive officers and directors, subject to limited exceptions in the Insider Trading Policy . No pledging by Ezzell disclosed; note a pledge exists for CEO-held trust shares (not Ezzell) .
- Stock Options: None disclosed for CFO; equity awards consist of RSUs and PSUs .
Outstanding Equity Awards (as of Sep 30, 2023)
| Grant Date | Type | Unvested Shares (#) | Market Value ($) |
|---|---|---|---|
| 02/11/2020 | RSU | 2,500 | $64,050 |
| 03/02/2020 | RSU | 10,000 | $256,200 |
| 03/02/2020 | RSU (from PSUs earned FY2020) | 8,750 | $224,175 |
| 10/01/2020 | RSU | 1,464 | $37,508 |
| 10/01/2020 | RSU (from PSUs earned FY2021) | 11,713 | $300,087 |
| 01/20/2021 | RSU | 976 | $25,005 |
| 01/20/2021 | RSU (from PSUs earned FY2021) | 7,809 | $200,067 |
| 10/01/2021 | RSU | 1,658 | $42,478 |
| 10/01/2021 | PSU (target unearned) | 4,974 | $127,434 |
| 10/01/2022 | RSU | 6,643 | $170,194 |
| 10/01/2022 | PSU (target unearned) | 3,986 | $102,121 |
| 11/30/2022 | RSU | 3,322 | $85,110 |
| 11/30/2022 | PSU (target unearned) | 1,993 | $51,061 |
Vesting notes include 3- or 4-year time-based RSUs and PSUs that convert and vest over 3 years following performance certification .
Employment Terms
| Scenario | Cash Severance | Bonus Treatment | Benefits Continuation | Equity Vesting |
|---|---|---|---|---|
| Death (as of 9/30/2023) | Base salary through month-end + $500,000 key-man insurance | Pro-rated bonus at target | 1 year COBRA | RSUs accelerated; PSUs vest based on actual post-period performance |
| Disability (as of 9/30/2023) | 12 months base salary (offset by disability insurance) | Pro-rated bonus at target | 1 year COBRA for CFO | RSUs accelerated; PSUs vest based on actual post-period performance |
| Termination for Cause or Resignation w/o Good Reason | Accrued rights only | None beyond accrued | None | Forfeit per award terms (no acceleration) |
| Qualifying Termination (Company w/o Cause or CFO for Good Reason) | 1 year base salary | Target bonus, paid based on actual metric achievement timing | 1 year COBRA | No single-trigger vesting; standard double-trigger applies per change-in-control policy |
| Qualifying Termination in connection with Change in Control | Same severance structure; amounts disclosed in 2024 proxy illustrative table | Target bonus, paid per actual metrics | 1 year COBRA | No single-trigger vesting of equity |
2025 proxy updates reflect increased key-man insurance amounts (CFO $3,000,000), with otherwise consistent severance mechanics; death/disability acceleration terms maintained .
Say-on-Pay & Governance Practices
- Advisory vote on NEO compensation:
- 2022: For 11,374,731; Against 63,773; Abstain 12,775; Broker Non-Votes 2,572,540 .
- 2023: For 9,895,636; Against 1,364,436; Abstain 102,504; Broker Non-Votes 1,784,569 .
- 2024: For 10,174,756; Against 806,782; Abstain 5,252; Broker Non-Votes 1,751,280 .
- 2025: For 10,903,427; Against 1,480,398; Abstain 6,145; Broker Non-Votes 2,135,563 .
- Compensation practices: No excise tax gross-ups; prohibition on hedging/pledging; one-year minimum vesting; no single-trigger vesting on change-in-control; independent consultant (Aon) engaged .
- Section 16 compliance: Late Form 4 filings noted for Ezzell in 2022 and 2023 due to inadvertent oversights .
Compensation Structure Analysis
- Mix shift and benchmarking: CFO cash compensation was increased in FY2023 (+12% salary; +40% target bonus) and FY2024 (+26% salary; +33% target bonus) to align with peer study outcomes; equity value granted in FY2024 rose to $1,020,035 (grant-date fair value) .
- PSU metric redesign: Transition from Adjusted EBITDA/aged inventory to ROIC and Sales Growth for FY2024 PSUs strengthens alignment with value creation and capital efficiency; outcomes tracked at 74% earned for FY2024, after 40% in FY2023 and 200% in FY2022 .
- Discretion and alignment safeguards: No single-trigger vesting, no tax gross-ups, hedging/pledging prohibited, minimum vesting—mitigates misalignment and repricing risk .
Performance Compensation – Detailed Table (In-Year Outcomes)
| Year | Instrument | Metric | Weighting | Target | Actual | Payout/Outcome | Vesting |
|---|---|---|---|---|---|---|---|
| 2022 | Annual Cash Bonus | Adjusted EBITDA | 80% | $164,992,000 | >$197,990,400 | 200% | Cash in FY2022 |
| 2022 | Annual Cash Bonus | Aged Inventory | 20% | <15.0% | <9% | 200% | Cash in FY2022 |
| 2022 | PSUs | EBITDA/Inventory | — | Target PSUs | Max achieved | 200% earned | 3-year ratable |
| 2023 | PSUs | EBITDA/Inventory | — | Target PSUs | Below target | 40% earned | 12/14/2023; 10/1/2024; 10/1/2025 |
| 2024 | PSUs | ROIC; Sales Growth | — | Target PSUs | Mid-level | 74% earned | 12/10/2024; 10/1/2025; 10/1/2026 |
Employment Contracts, Severance & Change-of-Control Economics
- Employment Agreements in place through FY2022–FY2024; base salary floors: CFO at least $400,000; periodic reviews by Compensation Committee with Aon input .
- Qualifying Termination (without cause/for good reason): CFO entitled to 1 year base, target bonus paid per actual metrics, and 1 year COBRA; Accrued Rights always paid .
- Death/Disability: Salary through month-end (death) or 12 months (disability), pro-rated bonus at target, COBRA coverage (1 year for CFO), with full RSU acceleration and PSUs vesting based on actual performance; key-man insurance increased to $3,000,000 for CFO per 2025 proxy .
- Change-in-Control: No single-trigger vesting; severance amounts apply only upon Qualifying Termination within specified CIC window (12 months) .
Risk Indicators & Red Flags
- Late Form 4 filings (administrative): Ezzell late on transactions dated Feb 7 and Mar 2, 2022; and Nov 30, 2022 (filed late) .
- Policy mitigants: No excise tax gross-ups; hedging/pledging prohibited; no single-trigger vesting on CIC .
- Pledging: CEO trust pledge disclosed; no Ezzell pledge disclosed .
Expertise & Qualifications
- CPA; B.S. in Accounting from Western Carolina University; senior accounting leadership at Masonite and MarineMax; operational GM experience at MarineMax dealerships .
Investment Implications
- Pay-for-performance alignment is improving: PSU metrics shifted to ROIC and Sales Growth, with moderated outcomes (74% in FY2024) after a tough industry year, which should temper sell pressure from vesting and reinforce capital discipline .
- Retention risk appears contained: Competitive upward adjustments to CFO cash comp and equity in FY2023–FY2024 suggest proactive retention; severance structure (1x salary + target bonus performance-based) balances protection with accountability .
- Trading signals: Watch vesting dates (Dec 10, 2024; Oct 1, 2025; Oct 1, 2026) and quarterly RSU vest anniversaries for potential incremental liquidity/selling; monitor Section 16 flows given prior late filings, though no systemic red flags disclosed .
- Ownership alignment is modest: CFO beneficial ownership remains <1% of outstanding shares; alignment is primarily through annual RSU/PSU grants—investors should track PSU metric outcomes and grant sizing vs performance to assess incentive efficacy .