Steven Roy
About Steven Roy
J. Steven Roy (age 64) has served as an independent director of OneWater Marine Inc. since August 2022. He is an experienced CFO and financial advisor, currently managing investment activities for a large family office (since 2019), with prior CFO roles at AAA Cooper Transportation and Movie Gallery; he holds a B.S. in Accounting from the University of Alabama . He is designated by the Board as an audit committee financial expert and chairs the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AAA Cooper Transportation (ACT) | Chief Financial Officer; Director | 2004–2019 | Logistics finance leadership; board participation |
| Movie Gallery, Inc. (Nasdaq-listed) | EVP & Chief Financial Officer | Prior to 2004 (dates not disclosed) | Public company finance and turnaround experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Alabama System | Board of Trustees | Current | State-system governance (trustee) |
| Business Council of Alabama | Director | Prior | Industry advocacy (prior role) |
| Dothan Area Chamber of Commerce | Director | Prior | Local business leadership (prior role) |
Board Governance
- Independence: Determined independent under Nasdaq and SEC rules; serves on all three key committees .
- Committee assignments and roles:
- Audit Committee: Chair; members—Bodine, Lamkin, Roy, Bauza; Roy designated financial expert .
- Compensation Committee: Member; chair—Harlam; members—Bodine, Roy, Bauza, Harlam .
- Nominating & Governance Committee: Member; chair—Bodine; members—Bodine, Roy, Schraudenbach, Troiano, Harlam .
- Attendance and engagement:
- Board met 7 times (FY2024); each director attended at least 75% of Board and committee meetings; Audit met 8x, Compensation 5x, Nominating & Governance 4x .
- Board leadership: Separate Chairman (Schraudenbach) and CEO; independent executive sessions held regularly .
Fixed Compensation
| Component | Steven Roy (FY2024) | Notes |
|---|---|---|
| Cash retainer | $100,000 | Base non-employee director retainer $75,000 plus Audit Chair premium $25,000 |
| Equity (RSUs) | $125,000 | 4,880 RSUs granted Oct 1, 2023; vested Oct 1, 2024 |
| Total | $225,000 | Includes standard perquisites at no additional cost to the Company |
- Director compensation structure: Non-employee directors receive $75,000 cash, $125,000 RSU grant; chair premiums—Non-Exec Chair $80,000, Audit $25,000, Compensation $20,000, Governance $20,000; RSUs vest after one year .
Performance Compensation
- Directors do not receive performance-based cash bonuses or PSUs; RSUs are time-based vesting (no disclosed performance metrics for directors) . | Performance-based component | Metric | Target/Weighting | Outcome | |---|---|---|---| | None disclosed for directors | — | — | — |
Other Directorships & Interlocks
- No current public company directorships disclosed for Roy; current external governance role at University of Alabama System Board of Trustees .
- No disclosed interlocks with OneWater Marine’s significant related parties; related-party transactions involve CEO/COO and major holders, not Roy .
Expertise & Qualifications
- Designated Audit Committee Financial Expert; strong financial/accounting acumen and public company experience .
- Skills in leadership, operations, and industry experience per Board matrix; public company and finance background recognized by Board .
Equity Ownership
| Holder | Class A Shares | % of Class A | Voting Power % |
|---|---|---|---|
| J. Steven Roy | 15,532 | <1% | <1% |
- Ownership guidelines: Non-employee directors must hold $225,000 within 5 years, $300,000 within 6, and $375,000 (5x base retainer) within 7 years; compliance status not disclosed .
- Hedging/pledging: Directors prohibited from hedging or pledging Company securities; exceptions only for founders (CEO/COO) under limits—no exception for Roy .
Insider Trades (Form 4 activity)
| Date | Type | Price/Share | Value/Details |
|---|---|---|---|
| Nov 20, 2024 | Purchase | $19.05 | Director purchase disclosed on Yahoo Insider Transactions |
| May 7, 2025 | Purchase | Not disclosed | Director buy reported (Finviz insider page) |
| May 7, 2025 | Purchase | Not disclosed | Aggregate holdings 25,761 shares as of May 7, 2025 (GuruFocus) |
| Oct 1, 2025 | RSU Grant | N/A | 7,892 RSUs granted (StockTitan summary of Form 4) |
- SEC EDGAR index confirms Form 4 filings for Roy J. Steven (CIK 0001232984) related to ONEW .
Governance Assessment
-
Strengths:
- Independent director and Audit Chair with “financial expert” designation—enhances oversight of financial reporting, controls, and risk .
- Broad finance leadership experience (CFO roles) and current trustee role—supports governance quality .
- Active committee service across Audit, Compensation, and Nominating & Governance; Board/committee attendance thresholds met .
- Insider open-market purchases in late 2024 and 2025 signal alignment and confidence .
-
Potential watch items:
- Ownership guideline compliance is not disclosed at the individual level—monitor future proxies for status .
- Ensure continued independence amid significant related-party arrangements elsewhere in the Company (TRA, leases, guarantees)—none currently implicate Roy per disclosures .
-
Policies supporting investor confidence: Robust anti-hedging/pledging policy (directors covered), clawback policy for executives, independent compensation consultant (Aon) with annual independence review, separate Chair/CEO structure, and regular executive sessions of independents .