John Troiano
About John Troiano
John G. Troiano (age 54) has served on OneWater Marine Inc.’s Board since the IPO closing in 2020. He is Managing Partner and CEO of The Beekman Group, which he co-founded in 2004; previously he worked at Gleacher & Co. before joining Onex Corporation, becoming a Managing Director in 1999. He holds a B.S. in Economics from Wharton (finance/accounting) and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Onex Corporation | Managing Director (NY office) | Joined 1996; became MD in 1999 | Financial/transaction leadership experience |
| Gleacher & Company, Inc. | M&A professional | Two years prior to joining Onex | M&A execution experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Beekman Group | Managing Partner & CEO | Co-founded in 2004 | Chairs/director of numerous Beekman portfolio companies |
| Academic institutions (two) | Board member | Not disclosed | Governance/education oversight |
| Charitable organizations | Involved | Not disclosed | Community engagement |
Board Governance
- Committee memberships: Nominating & Governance Committee member (chair: Christopher Bodine). Not on Audit or Compensation committees .
- Independence: The Board determined Troiano is independent under SEC/Nasdaq rules .
- Attendance: The Board met 7 times in FY2024; each director attended at least 75% of Board and committee meetings. All directors attended the 2024 Annual Meeting .
- Board structure: Independent Chairman (John F. Schraudenbach); regular executive sessions of independent directors .
Fixed Compensation
| Component | FY2024 Detail | Value |
|---|---|---|
| Annual cash retainer | Non-employee director | $75,000 |
| Committee chair fees | Not a chair | $0 |
| Equity grant (RSUs) | 4,880 RSUs granted 10/01/2023; vest 10/01/2024 | $125,000 grant-date fair value |
| Total director compensation | Cash + equity | $200,000 |
- Director compensation structure: $75,000 annual cash retainer; RSU grant valued at $125,000; chair retainers: Non-Exec Chair $80k, Audit $25k, Comp $20k, Governance $20k. Share ownership guidelines: $225k by 5 years; $300k by 6 years; $375k (or 5× base retainer) by 7 years .
Performance Compensation
| Metric | Target | Actual/Payout |
|---|---|---|
| Director equity vesting | Time-based RSUs | RSUs vest one year after grant; no performance metrics disclosed |
Other Directorships & Interlocks
- Beekman affiliates competition rights: Under the OneWater LLC Agreement, Beekman (beneficially owned/controlled by Troiano) and its affiliates are permitted to engage in businesses that may compete with OneWater or do business with its customers. This is a potential conflict-of-interest risk managed via governance processes (related-party oversight by the Nominating & Governance Committee) .
Expertise & Qualifications
- Board matrix shows Troiano has leadership, operational experience, and financial/accounting acumen .
- Governance expertise via chairing boards of portfolio companies and committee service at ONEW .
Equity Ownership
| Metric | FY2022 | FY2024 | FY2025 |
|---|---|---|---|
| Beneficial ownership (Class A shares) | 365,196 | 255,645 | 260,525 |
| % of Class A outstanding | 2.7% | 1.8% | 1.8% |
| % of voting power (A+B together) | 2.4% | 1.6% | 1.6% |
| Unvested director RSUs (as of 9/30/2024) | — | 4,880 | — |
- Hedging/pledging: Directors are prohibited from hedging and pledging company stock; limited pledging exceptions apply only to CEO and COO, not directors .
- Ownership guidelines: Required thresholds as noted above; compliance status for Troiano not explicitly disclosed .
Governance Assessment
- Independence & committee role: Independent director focused on nominations/governance—appropriate for overseeing director selection, board composition, and related-party approvals .
- Engagement: Adequate meeting cadence and attendance disclosure; presence at annual meeting signals commitment .
- Pay mix & alignment: Director pay combines cash retainer with annual RSUs that vest after one year; stock ownership guidelines reinforce alignment, and anti-hedging/anti-pledging policy prevents misalignment risks .
- Conflicts & RED FLAGS:
- Beekman competition clause permitting affiliates to compete with OneWater is a notable potential conflict vector tied to Troiano’s external role; continued robust related-party oversight is essential .
- No pledging/hedging by directors is allowed, reducing alignment risk; no director-specific related-party transactions for Troiano were disclosed beyond the LLC agreement framework .
- Shareholder sentiment: 2025 say‑on‑pay passed (For: 10,903,427; Against: 1,480,398; Abstain: 6,145; Broker non-votes: 2,135,563), indicating majority support for compensation practices overseen by the board and committees .
Appendix: Annual Meeting Voting (context)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Troiano | 12,349,148 | 40,605 | 217 | 2,135,563 |
| Say‑on‑Pay (NEOs) | 10,903,427 | 1,480,398 | 6,145 | 2,135,563 |
| Auditor ratification | 14,511,884 | 13,045 | 604 | 0 |