ONEWATER MARINE CLASS A INC (ONEW)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
ONEWATER MARINE CLASS A INC · Meeting: February 19, 2026
Directors FOR
1
Directors AGAINST
8
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Aisquith has served as a director since 2020, giving him full overlap with a devastating stock decline of -66.1% over three years against the XLY benchmark's gain of +63.6% — a gap of nearly 130 percentage points, far exceeding the 30-point threshold required to trigger an AGAINST vote; the five-year picture is equally poor (-78.7% vs. the benchmark), confirming this is sustained underperformance, not a temporary trough.
Ms. Bauza joined the board in March 2023, giving her more than 24 months of overlap with the severe stock underperformance period; while she joined after underperformance was already underway (a mitigating factor noted for shareholders), the three-year gap of -129.7 percentage points against the XLY benchmark far exceeds the 30-point trigger threshold, and policy requires the AGAINST vote to be applied individually based on meaningful tenure overlap.
Ms. Harlam has served as a director since May 2020, giving her full overlap with the company's catastrophic stock decline of -66.1% over three years against the XLY benchmark's +63.6% gain; the nearly 130-percentage-point gap far exceeds the 30-point threshold, and the five-year return of -78.7% confirms this is not a transient trough but sustained multi-year value destruction.
Mr. Lamkin has served on the board since the 2020 IPO, giving him full overlap with a three-year stock return of -66.1% against the XLY benchmark's +63.6%, a gap of -129.7 percentage points that decisively triggers an AGAINST vote; the five-year return of -78.7% confirms sustained underperformance with no mitigating longer-term track record.
Mr. Roy joined the board in August 2022, giving him more than 24 months of overlap with the underperformance period; while he joined after some of the decline had already begun (a mitigating factor noted for shareholders), the three-year gap of -129.7 percentage points against the XLY benchmark vastly exceeds the 30-point trigger threshold, and the five-year picture similarly fails, warranting an AGAINST vote.
Mr. Schraudenbach has served on the board since the 2020 IPO, giving him full overlap with the company's three-year stock return of -66.1% against the XLY benchmark's +63.6%; the -129.7 percentage-point gap far exceeds the 30-point threshold, and the five-year return of -78.7% confirms there is no adequate longer-term performance record to serve as a mitigant.
Mr. Singleton, as founder and Executive Chairman, has been a director since 2020 and bears full accountability for the company's three-year stock return of -66.1% against the XLY benchmark's +63.6% — a gap of -129.7 percentage points that decisively triggers an AGAINST vote; the five-year return of -78.7% confirms sustained, severe value destruction with no mitigating longer-term track record.
Mr. Troiano has served on the board since the 2020 IPO, giving him full overlap with the company's three-year return of -66.1% against the XLY benchmark's +63.6%; the -129.7 percentage-point gap far exceeds the 30-point trigger threshold, and the five-year return of -78.7% confirms sustained underperformance, leaving no basis to downgrade the AGAINST vote.
For Analysis
Mr. Englander is a new nominee with no prior service on the OneWater board, so he is exempt from the TSR performance trigger; he brings relevant financial and governance expertise from decades of investment banking and public company board service.
Eight of nine nominees are recommended AGAINST due to severe, sustained stock underperformance — ONEW's three-year return of -66.1% trails the XLY consumer discretionary ETF benchmark by nearly 130 percentage points, far exceeding the 30-point threshold for companies with negative absolute returns. The only exception is new nominee Daniel Englander, who has no prior board tenure and is therefore exempt from the TSR trigger. Directors who joined during the underperformance period (Bauza in 2023, Roy in 2022) are noted as having joined after the decline began, but their tenures exceed 24 months and the magnitude of underperformance is so extreme that the AGAINST vote applies. The five-year return of -78.7% confirms this is not a transient trough, removing the 5-year mitigant that would otherwise downgrade AGAINST votes to FOR.
Say on Pay
✗ AGAINSTCEO
Anthony Aisquith
Total Comp
$4,545,986
Prior Support
N/A
The core problem with OneWater's pay program is that incentive pay — which exists specifically to link executive rewards to shareholder outcomes — is clearly disconnected from shareholder experience: while the stock has lost 66% of its value over three years and trails the XLY consumer discretionary benchmark by nearly 130 percentage points, the CEO and Executive Chairman each received total compensation of approximately $4.5 million in fiscal 2025, with performance stock awards paying out at 152% of target based on a one-year internal metric (Return on Invested Capital and Sales Growth) rather than a multi-year stock performance measure. The performance stock unit program uses only a one-year performance window, which is well below the preferred three-to-five year standard and makes it easy for executives to earn above-target payouts in a single good year while shareholders suffer prolonged losses; this is precisely the pay-for-performance misalignment the policy is designed to flag. Under policy, when variable pay is above benchmark and the stock underperforms its sector peers by more than 20 percentage points over three years, a vote AGAINST is warranted — and the nearly 130-point gap here makes this one of the clearest possible triggers.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
8 yrs
Audit Fees
$1,267,513
Non-Audit Fees
$0
Grant Thornton LLP has audited OneWater since 2017 (approximately eight years), which is well below the 25-year tenure threshold; there are zero non-audit fees, so the non-audit fee ratio is 0%, far below the 50% threshold; and Grant Thornton is a large national firm appropriate for a company of this size, so all policy tests are satisfied and a FOR vote is warranted.
Overall Assessment
The 2026 OneWater Marine annual meeting presents a ballot where shareholders should vote AGAINST on nearly every contested item: eight of nine director nominees are recommended AGAINST due to catastrophic stock underperformance (-66.1% over three years vs. XLY's +63.6%), and Say on Pay is recommended AGAINST due to a fundamental disconnect between above-target incentive payouts and prolonged shareholder losses; the only two FOR votes are for new director Daniel Englander (no prior board tenure, exempt from TSR trigger) and auditor Grant Thornton (clean fee structure, appropriate tenure, no independence concerns).