DEF 14A of Marinemax Inc
Filed Dec 27, 2023 · FY20230000950170-23-073296
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Nominees
Nominees Our Articles of Incorporation and Bylaws provide that the number of directors shall be fixed from time to time by resolution of our Board of Directors. Currently, the number of directors is fixed at twelve and that number of directors is divided into three classes, with one class standing for election each year for a three-year term. The Board of Directors has nominated Mr. William H. McGill, Mr. Johnson, Mr. Oglesby, and Ms. White as Class II directors whose terms will expire in 2027. Unless otherwise instructed, the proxy holders will vote the proxies received by them for each of the nominees named above. Mr. William H. McGill, Mr. Johnson, Mr. Oglesby, and Ms. White are currently directors of our Company. In the event that any nominee is unable or declines to serve as a director at the time of the meeting, the proxies will be voted for any nominee designated by the current Board of Directors to fill the vacancy. It is not expected that any of this year’s nominees will be unable or will decline to serve as directors. The following table sets forth certain information regarding our directors.
Nominees
| Name | Age | Position | | William H. McGill, Jr. | 80 | Executive Chairman of the Board, and Director | | William Brett McGill | 55 | Chief Executive Officer, President and Director | | Michael H. McLamb | 58 | Executive Vice President, Chief Financial Officer, Secretary, and Director | | Clint Moore | 76 | Director (1)(2)(4) | | George E. Borst | 75 | Director (1)(2) | | Hilliard M. Eure III | 87 | Director (2)(3) | | Evelyn V. Follit | 77 | Director (2)(3) | | Adam M. Johnson | 52 | Director (1) | | Charles R. Oglesby | 77 | Director (1)(3) | | Mercedes Romero | 57 | Director (1)(3) | | Joseph A. Watters | 82 | Director (1)(3) | | Rebecca White | 66 | Director (1)(3) |
Nominees
(1) Member of the Compensation Committee. (2) Member of the Audit Committee. (3) Member of Nominating/Corporate Governance Committee. (4) Lead Independent Director. William H. McGill, Jr. has served as the Executive Chairman of the Board since October 2018 and as a director of our Company since March 1998. Mr. William H. McGill served as the Chief Executive Officer of our Company from January 1998 until October 2018. Mr. William H. McGill served as President of our Company from January 1998 until September 2000 and re-assumed that position from July 2002 to October 2017. Mr. William H. McGill was the principal owner and president of Gulfwind USA, Inc., one of our operating subsidiaries, from 1973 until its merger with our Company in March 1998. In December 2016, Mr. William H. McGill joined the Board of Directors of Joi Scientific, Inc., an energy company with which we have a licensing agreement. Mr. William H. McGill received a BS in Mechanical engineering from the University of Dayton in 1965 and worked for Pratt and Whitney Aircraft, Northrop Nortronics, and Colgate Palmolive prior to Gulfwind Marine. We believe Mr. William H. McGill’s service for more than 20 years as the Chief Executive Officer of our Company; his intimate knowledge and experience with all aspects of the business, operations, opportunities, and challenges of our Company; and his understanding of our culture, personnel, and strategies provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors. William Brett McGill has served as Chief Executive Officer since October 2018, as President since October 2017, and as a director since February 2019. Mr. W. Brett McGill served as President and Chief Operating Officer of our Company from October 2017 to October 2018. Mr. W. Brett McGill served as Executive Vice President and Chief Operating Officer of our Company from October 2016 to October 2017, Executive Vice President of Operations from October 2015 to September 2016, as Vice President of West Operations from May 2012 to September 2015, and was appointed as an executive officer by our Board of Directors in November 2012. Mr. W. Brett McGill served as one of the Company’s Regional Presidents from March 2006 to May 2012, as Vice President of Information Technology, Service and Parts from October 2004 to March 2006, and as Director of Information Services from March 1998 to October 2004. Prior to joining MarineMax in 1996, Mr. W. Brett McGill began his professional career with a software development firm, Integrated Dealer Systems. We believe Mr. W. Brett McGill’s service for more than 20 years with our Company in various roles; his intimate knowledge and experience with all aspects of the business, operations, opportunities, and challenges of our Company; and his understanding of our culture, personnel, and strategies provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors. We also believe that it is customary for the Chief Executive Officer of a Company to be on its Board of Directors. W. Brett McGill is the son of William H. McGill, Jr. Michael H. McLamb has served as Executive Vice President of our Company since October 2002, as Chief Financial Officer since January 1998, as Secretary since April 1998, and as a director since November 2003. Mr. McLamb served as Vice President and Treasurer of our Company from January 1998 until October 2002. Mr. McLamb, a certified public accountant, was employed by Arthur Andersen LLP from December 1987 to December 1997, serving most recently as a Senior Manager. We believe Mr. McLamb’s long service as our Chief Financial Officer for more than 20 years, his knowledge of the financial and operational aspects of our business, and his experience in public accounting provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors. Clint Moore has served as a director of our Company since December 2014 and has served as the lead independent director since 2018. Mr. Moore served as President of Volvo Penta of the Americas, a supplier of engines and complete power systems for marine and industrial applications, from 1996 to 2012. His prior roles also include serving as President of the Bassett Boat Company of Florida from 1994 to 1996 and Glastron Boat Company and Larson Boat Company, both divisions of Genmar Corporation at the time, from 1989 to 1994. Mr. Moore began his career in the marine industry with Mercury Marine in 1974, where he ultimately served as Vice President of Sales, Marketing, and Service for all of North America. We believe that his senior management positions with leading companies in the marine industry provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors. Mr. Moore qualifies as an audit committee financial expert. George E. Borst has served as a director of our Company since May 2016. Mr. Borst served as President and Chief Executive Officer of the Americas Region of Toyota Financial Services from 2002 until 2013. He was responsible for all operational and financial activities in North and South America. Mr. Borst started his career with Toyota in 1985, serving in numerous roles within Toyota including marketing, product planning and strategy and was General Manager and Group Vice President of the Lexus Division, before he assumed the role of President and Chief Executive Officer of Toyota Financial Services in 2002. Since 2015, he has served on the Board of Trustees for PIMCO Funds. We believe Mr. Borst’s senior management positions with successful organizations and broad business experiences make him well-qualified to serve on our Board of Directors. Mr. Borst qualifies as an audit committee financial expert. Hilliard M. Eure III has served as a director of our Company since December 2004 and served as the lead independent director from 2011 to 2018. Mr. Eure was Managing Partner of the Tampa Bay office of KPMG (formerly Peat, Marwick, Mitchell & Co.) from July 1977 until 1993. From July 1968 until June 1977, he served as an Audit Partner in the Greensboro, North Carolina and Atlanta offices of KPMG. From 1993 until 2003, he was a consultant for several companies, including serving as President of a beverage retailing company. Mr. Eure previously served as a director of WCI Communities, Inc., a homebuilder whose stock was listed on the New York Stock Exchange (“NYSE”). We believe Mr. Eure’s long career in public accounting, his financial, business, and accounting expertise, and his service as a public company director provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors. Mr. Eure qualifies as an audit committee financial expert. Evelyn V. Follit has served as a director of our Company since September 2015. Ms. Follit has been the President of Follit Associates, a corporate technology and executive assessment consulting firm since 2005. From 1997 to 2005, she was an executive of RadioShack Corporation, a consumer electronics retail company, where she held the positions of Senior Vice President, Chief Information Officer, and Chief Organizational Enabling Services Officer. Ms. Follit has over 20 years in leadership positions with major corporations including IBM and Dun & Bradstreet, in the areas of information technology, human resources and operations management. We believe Ms. Follit’s senior management positions and wealth of experience in information technology and human resources make her well-qualified to serve on our Board of Directors. Ms. Follit qualifies as an audit committee financial expert.
Nominees
Adam M. Johnson has served as a director of our Company since September 2021. Mr. Johnson has served as the Chairman and Chief Executive Officer of NetJets, Inc. since June 2015. During his 25-year career with NetJets, a Berkshire Hathaway company, he has served in many senior leadership roles including: President of Global Sales, Marketing and Service; Senior Vice President of NetJets Administrative Services; Senior Vice President of Logistics; and Executive Director of the NetJets Aviation Flight Center. Mr. Johnson received a bachelor’s degree in business management from Ohio State University and is a licensed pilot. We believe that Mr. Johnson’s executive leadership positions and extensive experience with Berkshire Hathaway, affording him deep insight into the strategic views of a world-class group of companies, results in perspectives, and experience that make him well qualified to serve on our Board of Directors. Charles R. Oglesby has served as a director of our Company since June 2012. Mr. Oglesby served as President and Chief Executive Officer of Asbury Automotive Group, Inc. from March 2007 until February 2011 and as Executive Chairman from February 2011 until July 2011. Mr. Oglesby joined Asbury Automotive Group in February 2002 as President of North Point Automotive Group in Little Rock, Arkansas and in 2004 assumed the additional responsibility of Nalley Automotive Group. Prior to joining North Point, he was President of the San Francisco-based First America Automotive, a 36-dealership group. Asbury Automotive Group is one of the largest automobile retailers in the United States. We believe that Mr. Oglesby’s executive leadership positions and wealth of experience and expertise in growing a business model with strong similarities to our Company provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors. Mercedes Romero has served as a director of our Company since October 2022. Since August 2020, Ms. Romero has been the Global Chief Procurement Officer at Primo Water (NYSE/TSX: PRMW), a $2.2 billion water solutions company. She brings over 25 years of diverse experience across industries such as Food/Beverage (John B. Sanfilippo & Son (Nasdaq: JBBS) since October 2021 as an independent director), Transportation (Ryder from September 2019 and August 2020 as the VP of Sourcing and Supply Management), Campari from August 2017 to August 2019 as the VP of Procurement), Pharmaceutical (Teva from December 2016 to August 2017 as the Senior Director of Global Procurement), Spirits (Diageo from February 2013 to December 2016 as the VP of Global Procurement, Retail (Starbucks from July 2010 to January 2013 as the VP of Global Procurement), Clorox from January 2004 to August 2010 as the Global Strategic Sourcing Director), and Consumer Packaged Goods (Procter & Gamble from November 1995 to November 2003 as the Strategic Sourcing Department Manager. Ms. Romero has made meaningful contributions to the profitability of large organizations with complex supply chains through the identification and implementation of operational efficiencies, strategic planning, the management of supply failure risk and commodity fluctuation risk, and an innovative approach to gaining market share. She has led enterprise-wide digital transformations and ESG and DEI efforts. She currently serves as chair of the Sourcing Diversity and Supplier Relationship Management Committee at the Institute for Supply Management (ISM), where she has held several advisory roles since 2007. Ms. Romero also has cybersecurity oversight experience from her position at Primo Water, completion of the National Association of Corporate Directors governance and cybersecurity trainings (September 2021), and certifications from the Latino Corporate Directors Association (September 2021) and the Stanford Directors College (June 2021). We believe that Ms. Romero’s senior management positions with leading companies and her service as a director provide the requisite qualifications, skills, perspectives, and experience that make her well qualified to serve on our Board of Directors. Joseph A. Watters has served as a director of our Company since October 2005. Mr. Watters is a private investor. Mr. Watters served as the Chairman of Oceania Cruises, a cruise line, from January 2003 to December 2007. Mr. Watters served as President and Chief Operating Officer of Crystal Cruises from 1994 to 2001. While at Crystal Cruises, Mr. Watters was a member of the International Council of Cruise Lines’ executive committee from 1999 to 2001 and Board of Directors from 1994 to 2001. He was also a member of the Cruise Line International Association’s executive committee from 1995 to 1996 and management committee from 1994 to 2001. Prior to Crystal Cruises, Mr. Watters served as President and Owner of The Watters Group, President of Royal Viking Line from 1985 to 1989, and President of Princess Cruises from 1981 to 1985. Mr. Watters began his cruise line career with Princess Cruises in 1977. We believe that Mr. Watters’ senior management positions with leading companies in the cruise industry, his experience as an investor, and his service as a director of multiple companies provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors. Rebecca White has served as a director of our Company since May 2018. Ms. White currently serves as Walter Chair of Entrepreneurship, Professor of Entrepreneurship and Director of the John P. Lowth Entrepreneurship Center at the University of Tampa where she has led the development of a top 20 nationally ranked entrepreneurship program. Prior to the University of Tampa, Ms. White taught at Northern Kentucky University from 1994 to 2009 and built a top 25 nationally ranked entrepreneurship program. She received an MBA and a Ph.D. from Virginia Tech. Her primary research and teaching interests are in opportunity recognition and developing an entrepreneurial mindset. She has served on a number of company, non-profit and industry association boards over the past 15 years and is an active member of the National Association of Corporate Directors and Women Corporate Directors. Ms. White has more than 25 years of experience in education, training, coaching and mentoring. We believe that Ms. White’s experience mentoring and helping business leaders achieve their strategic goals make her well qualified to serve on our Board of Directors. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” EACH OF THE CLASS II NOMINEES LISTED ABOVE.
Overview and Compensation Philosophy
Overview and Compensation Philosophy Our Board of Directors has appointed a Compensation Committee, consisting solely of independent members of the Board of Directors, to review and approve corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluate the performance of our Chief Executive Officer in light of those goals and objectives, and determine or recommend to the Board of Directors the compensation of our Chief Executive Officer based on this evaluation. The Compensation Committee also recommends to the Board of Directors, or as directed by the Board of Directors determines and approves, the compensation of our other executive officers. The Compensation Committee strives to ensure that the compensation plan is consistent with our values and is aligned with our business strategy and goals, as they exist from time to time. Our compensation program for executive officers consists primarily of a combination of base salaries, cash incentive bonuses, cash discretionary bonuses, and long-term incentives in the form of stock-based awards, which may include time-based or performance-based stock options, shares of restricted common stock, restricted stock units (“RSUs”), time-based RSUs (“TBRSUs”) or performance-based RSUs (“PBRSUs”). Executives also participate in various other benefit plans, including medical and retirement plans that generally are available to all of our employees. We consider each element of compensation collectively with other elements of compensation when establishing the various forms, elements, and levels of compensation. Our philosophy is to pay competitive base salaries to executives at levels that help us to attract, motivate, and retain highly qualified executives. Our executive base salaries are generally at or below those of our peer companies taking into account the possibility of the receipt by our executives of cash performance-based incentive bonuses. Cash incentive bonuses are designed to reward individuals based on our Company’s financial results as well as the achievement of personal and corporate objectives designed to contribute to our long-term success in building shareholder value. Grants of stock-based awards are intended to result in limited rewards if the price of our common stock does not appreciate, but may provide substantial rewards to executives as our shareholders in general benefit from stock price appreciation. Total compensation levels reflect corporate positions, responsibilities, and achievement of goals. As a result of our performance-based compensation philosophy, pay levels may vary significantly from year to year and among our various executive officers. We expect the compensation level of our Chief Executive Officer will be higher than that of our other executive officers assuming relatively equal achievement of performance targets. See “Corporate Governance - Director and Officer Hedging and Pledging” for a full discussion of MarineMax’s hedging policy. We believe that the overall compensation levels for our executive officers, including our named executive officers, are in alignment with our pay-for-performance philosophy and have been consistent with our performance. At our 2023 Annual Meeting of Shareholders, our shareholders overwhelmingly approved, on an advisory basis, the compensation of our named executive officers described in our proxy statement related to our 2022 Annual Meeting of Shareholders. Holders of approximately 17.0 million of our outstanding shares voted “for” such advisory say-on-pay proposal, representing approximately 97% of the votes cast on the say-on-pay proposal. Our Compensation Committee and our Board of Directors considered these final vote results and determined that, given the significant level of support and the overall effectiveness of our system, no material changes to our executive compensation philosophy, policies, and practices were necessary or desirable based on such vote results.
Compensation Surveys and Compensation Consultants
Compensation Surveys and Compensation Consultants In determining compensation levels, we annually review compensation levels of companies that we deem to be similar to our Company, competitive factors to enable us to attract executives from other companies, and compensation levels that we deem appropriate to retain and motivate our executives. We use peer group information as a point of reference, but do not target our compensation levels against a specific percentile relative to our peer group. On an annual basis, we retain the services of independent compensation consultants to review a wide variety of factors relevant to executive compensation, trends in executive compensation, and the identification of relevant peer companies. The Compensation Committee makes all determinations regarding the engagement, fees, and services of our compensation consultants; our compensation consultants report directly to our Compensation Committee; and our compensation consultants do not perform any other services for our Company. For this fiscal year, the Compensation Committee received advice from Compensation Advisory Partners (“CAP”). The Committee assesses CAP’s independence annually and believes that CAP is independent.
2023 Compensation Peer Group
2023 Compensation Peer Group As mentioned above, the Compensation Committee uses a peer group as a reference point in determining executive compensation levels. The peer group is also used when evaluating executive compensation design considerations. Our 2023 peer group was developed with the assistance of CAP based on the following criteria: - Company size, primarily defined by revenue (with consideration to market capitalization, total assets, and geography) - Companies that operate in similar businesses with a focus on specialty retail companies - Companies with similar products (e.g., high-ticket price durable products)
2023 Compensation Peer Group
| Polaris | H&E Equipment Services, Inc. | Malibu Boats, Inc. | | Brunswick Corporation | Hibbett Sports, Inc. | Sportsman’s Warehouse Holdings, Inc. | | Topgolf Callaway Golf Company | Kforce Inc. | Vail Resorts, Inc. | | Cavco Industries, Inc. | LCI Industries | Winnebago Industries, Inc. | | Big 5 Sporting Goods | M/I Homes, Inc. | OneWater Marine | | Peloton Interactive | RH | |
Elements of Compensation
| Pay Component | Type of Pay | Description | | Base Salary | Fixed | • Provides a stable source of income for NEOs • We set base salaries at a level we believe to be sufficient to attract, retain, and motivate our executives • Reviewed annually based on executive’s position, responsibilities, skills, and experience | | Cash Incentive | Variable | • Performance-based compensation intended to reward NEOs for corporate results and is intended to reflect our pay-for-performance philosophy • Performance criteria may include a wide range of factors, including pretax income for our consolidated Company or on a regional basis, customer satisfaction index, specific performance metrics, stock price performance, achievement of targeted results for various Company operations, expense management, market share, inventory management, earnings before interest, taxes, depreciation, and amortization, operating margin, working capital, cash, cash management, and debt-to-equity ratio • 2023 plan based on pretax income, aged inventory targets, and net promoter score • Intended to align with shareholder interests | | Stock-Based Awards | Variable | • We strongly believe in utilizing our common stock to tie executive rewards directly to our long-term success and increases in shareholder value • Awards provide opportunities for wealth creation and stock ownership that aid in attracting, motivating, and retaining key talent • For 2023, equity awards granted in the form of 60% PBRSUs and 40% TBRSUs • 2023 PBRSU awards vest based on pretax income percent and inventory aging targets • 2023 TBRSUs vest annually over three years and PBRSUs have a one-year performance period with an additional two years of vesting | | Other Benefits | Benefits | • NEOs are eligible to participate in benefit programs designed for all of our full-time employees • Programs include medical insurance, a qualified retirement program allowed under Section 401(k) of the Internal Revenue Code (“IRC”), life insurance coverage, and Employee Stock Purchase Plan |
Cash Incentive Compensation
Cash Incentive Compensation For fiscal 2023, we established individual cash incentive compensation awards for Messrs. William H. McGill, W. Brett McGill, McLamb, Cashman, and Langbehn. The cash compensation awards had targeted incentive cash compensation of 100%, 125%, 100%, 75%, and 100% of base salaries, respectively. The performance objectives for aged inventory targets relative to our industry (30% weighting), and net promoter score (20% weighting), are measured quarterly due to the seasonality aspect of our business. The performance objective for pretax income (50% weighting) is measured annually with estimates paid quarterly. As indicated below, bonus payouts of 50% may be earned if performance is at least 85% of target for pretax income, net promoter score, and aged inventory targets. Performance below the 85% threshold results in no payout. A maximum bonus of 200% may be earned if 140% of the target for pretax income and net promoter score is achieved, or if 115% of the aged inventory targets are achieved. Payments for performance between threshold and target or between target and maximum are interpolated.
Cash Incentive Compensation
| Metric | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | | Pretax Income | 85% | 100% | 140% | | Aged Inventory: | | | | | Tier 1 | 85% | 100% | 115% | | Tier 2 | 85% | 100% | 115% | | Net Promoter Score | 85% | 100% | 140% |
Cash Incentive Compensation
The quarterly and annual pretax income bonus target objectives for the fiscal 2023 quarters ended December 31, March 31, and June 30, and the fiscal year ended September 30, were approximately $46.6 million, $71.1 million, $94.3 million, and $266.7 million, respectively. The quarterly net promoter score bonus target objective was 10% for each quarter in fiscal 2023. We have not disclosed more information than the quantitative quarterly performance target objectives of the aged inventory bonuses because we believe that such disclosure would cause us competitive harm in negotiating key business relationships. The target objectives were set based upon the rolling three month average aged inventory per quarter compared to the industry average in the same quarter. At the time of setting the target performance objectives for the aged inventory bonus, the Compensation Committee believed that achieving these objectives would be challenging. For each of our named executive officers the quarterly performance objectives were satisfied as follows:
Cash Incentive Compensation
| Metric (Weighting) | Q1 | Q2 | Q3 | Q4 | Full Fiscal Year | | Pretax Income (50%) | — | — | — | Not Applicable | — | | Aged Inventory: | | | | | | | Tier 1 (15%) | 200% | 200% | 200% | 200% | Not Applicable | | Tier 2 (15%) | 200% | 200% | 200% | 200% | Not Applicable | | Net Promoter Score (20%) | 200% | 200% | 200% | 200% | Not Applicable |
Cash Incentive Compensation
Therefore, our NEOs received the following cash bonuses: Mr. William H. McGill - $630,000; Mr. W. Brett McGill - $1,218,750; Mr. McLamb - $550,000; Mr. Cashman - $367,500; and Mr. Langbehn - $550,000.
Employment Agreements
Employment Agreements Each of Messrs. William H. McGill, W. Brett McGill, McLamb, Cashman, and Langbehn is a party to an employment agreement with us, which provides for designated base salaries plus incentive compensation based on the performance of our Company and the employees as determined by our Board of Directors. Each of the employment agreements provides for benefits in the event of certain changes in control of our Company. These arrangements have no effect on our compensation arrangements absent a change in control. See “Executive Compensation - Employment Agreements” and “Executive Compensation - Potential Payments Upon Termination, Change of Control, Death or Disability.”
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary (1) | Bonus (2) | Stock Awards (3) | Non-Equity Incentive Plan Compensation (4) | All Other Compensation (5) | Total (6) | | William H. McGill, Jr. | 2023 | $630,000 | $62,738 | $1,291,499 | $630,000 | $9,873 | $2,624,110 | | Executive Chairman of the | 2022 | $630,000 | $- | $976,544 | $1,151,799 | $8,570 | $2,766,913 | | Board | 2021 | $600,000 | $- | $479,994 | $1,200,000 | $8,315 | $2,288,309 | | W. Brett McGill | 2023 | $975,000 | $- | $3,802,488 | $1,218,750 | $9,900 | $6,006,138 | | Chief Executive Officer and | 2022 | $815,000 | $- | $2,771,009 | $1,862,532 | $9,150 | $5,457,691 | | President | 2021 | $740,000 | $- | $1,442,985 | $1,776,000 | $13,000 | $3,971,985 | | Michael H. McLamb | 2023 | $550,000 | $20,582 | $824,995 | $550,000 | $9,900 | $1,955,477 | | Executive Vice President, | 2022 | $500,000 | $- | $750,019 | $685,595 | $9,150 | $1,944,764 | | Chief Financial Officer, and Secretary | 2021 | $470,000 | $- | $563,997 | $658,000 | $9,167 | $1,701,164 | | Charles A. Cashman | 2023 | $490,000 | $- | $906,490 | $367,500 | $9,900 | $1,773,890 | | Executive Vice President | 2022 | $425,000 | $- | $786,152 | $582,755 | $9,150 | $1,803,057 | | and Chief Revenue Officer | 2021 | $395,000 | $- | $473,958 | $553,000 | $9,467 | $1,431,425 | | Kyle G. Langbehn (7) | 2023 | $550,000 | $- | $824,995 | $550,000 | $6,807 | $1,931,802 | | Executive Vice President | | | | | | | | | and President of Retail Operations | | | | | | | |
SUMMARY COMPENSATION TABLE
(1) The base salaries set forth in this column reflect any base salary adjustments for fiscal 2021, 2022, and 2023 for each of the named executive officers. (2) A discretionary bonus was paid to Mr. McGill Jr. and Mr. McLamb in 2023 as gifts to commemorate their 50th and 25th anniversaries, respectfully, working for our Company. Mr. McGill Jr. and Mr. Mclamb's contributions have been instrumental to our Company's success. (3) The amounts shown in this column represent the grant date fair value of RSU awards determined in accordance with ASC 718 excluding the effects of forfeitures. The assumptions used in determining the grant date fair value of stock option and restricted stock awards are set forth in Note 14 to the Consolidated Financial Statements in our Form 10-K for the year ended September 30, 2023. Each named executive officer forfeits the unvested portion, if any, of the officer’s RSUs if the officer’s service to our Company is terminated for any reason, except upon death, as may otherwise be determined by the Board of Directors or as provided in an employment agreement. For the PBRSUs in this column that were awarded in fiscal 2023, assuming that the highest level of performance conditions will be achieved, the grant date fair value for each named executive officer would be as follows:
SUMMARY COMPENSATION TABLE
| Name | Maximum Achievement Value ($) | | William H. McGill, Jr. | $1,356,074 | | W. Brett McGill | $3,992,612 | | Michael H. McLamb | $866,244 | | Charles A. Cashman | $951,851 | | Kyle G. Langbehn | $866,244 |
SUMMARY COMPENSATION TABLE
For further information on these awards, see the Grants of Plan-Based Awards table of this proxy statement. (4) The amounts shown in this column constitute payments made under our fiscal 2021, 2022, and 2023 executive incentive bonus program. See “Compensation Discussion and Analysis” and the Grants of Plan-Based Awards table for more information regarding our fiscal 2023 incentive compensation program. (5) Represents amounts paid to each named executive officer for the employer matching portion of our 401(k) plan. (6) The dollar value in this column for each named executive officer represents the sum of all compensation reflected in the previous columns. Mr. Langbehn's fiscal 2020, 2021, and 2022 compensation is not shown because he was not a named executive officer in fiscal 2020, 2021, and 2022.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth certain information with respect to grants of plan-based awards to the named executive officers for the fiscal year ended September 30, 2023.
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Type (3) | Threshold (#) | Target (#) | Maximum (#) | or Units (#) | Awards (4) | | William H. | 11/18/2022 | $315,000 | $630,000 | $1,260,000 | PBRSU | | 22,383 | 39,170 | | $774,899 | | McGill, Jr. | | | | | TBRSU | — | | | 14,922 | $516,600 | | W. Brett | 11/18/2022 | $609,375 | $1,218,750 | $2,437,500 | PBRSU | | 65,901 | 115,327 | | $2,281,493 | | McGill | | | | | TBRSU | — | | | 43,934 | $1,520,995 | | Michael H. | 11/18/2022 | $275,000 | $550,000 | $1,100,000 | PBRSU | | 14,298 | 25,022 | | $494,997 | | McLamb | | | | | TBRSU | — | | | 9,532 | $329,998 | | Charles A. | 11/18/2022 | $183,750 | $367,500 | $735,000 | PBRSU | | 15,711 | 27,494 | | $543,915 | | Cashman | | | | | TBRSU | — | | | 10,473 | $362,575 | | Kyle G. | 11/18/2022 | $275,000 | $550,000 | $1,100,000 | PBRSU | | 14,298 | 25,022 | | $494,997 | | Langbehn | | | | | TBRSU | — | | | 9,532 | $329,998 |
GRANTS OF PLAN-BASED AWARDS
(1) Represents potential threshold, target, and maximum performance-based compensation under our fiscal 2023 incentive compensation program. Under the terms of the 2021 Stock-Based Compensation Plan (the "2021 Plan"), the maximum amount that may be payable to any one participant as a performance award (payable in cash) is $5,000,000 per calendar year. Actual payments are reflected in the Summary Compensation table, and there are no future payouts related to these awards. Our fiscal 2023 executive incentive compensation program is discussed under “Compensation Discussion and Analysis - Fiscal 2023 Compensation – Cash Incentive Compensation.” (2) The “Estimated Future Payouts Under Equity Incentive Plan Awards” column shows the range of shares that may be earned in respect of PBRSUs granted in fiscal 2023. For additional information related to the performance period, performance measures and targets, see “Compensation Discussion and Analysis.” (3) The type of award refers to awards’ vesting criteria and related terms. “PBRSU” refers to performance-based RSU awards. “TBRSU” refers to time-based RSU awards. The amounts shown in this column represent the grant date fair value for RSU awards granted to our named executive officers during the covered year calculated in accordance with ASC 718, excluding the effects of forfeitures. The assumptions used in determining the grant date fair value of these awards are set forth in the notes to our Consolidated Financial Statements, which are included in our Annual Report on Form 10-K filed with the SEC for the fiscal year ended September 30, 2023. We calculated the estimated value of each award based on the closing stock price of our common stock on the date of grant.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information with respect to outstanding equity-based awards held by our named executive officers as of September 30, 2023.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | Stock Awards | | | | | | Number of Shares or Units of Stock That Have | Market Value of Shares or Units of Stock That Have | | Name | Grant Date | Not Vested (1) | Not Vested (2) | | | 11/18/2022 | 9,949 | $326,526 | | William H. McGill, Jr. | 11/18/2022 | 19,585 | $642,780 | | | 11/19/2021 | 2,357 | $77,357 | | | 11/19/2021 | 18,558 | $609,074 | | | 11/18/2022 | 29,291 | $961,331 | | W. Brett McGill | 11/18/2022 | 57,664 | $1,892,532 | | | 11/19/2021 | 6,688 | $219,500 | | | 11/19/2021 | 52,662 | $1,728,367 | | | 11/18/2022 | 6,355 | $208,571 | | Michael H. McLamb | 11/18/2022 | 12,511 | $410,611 | | | 11/19/2021 | 1,811 | $59,437 | | | 11/19/2021 | 14,253 | $467,783 | | | 11/18/2022 | 6,983 | $229,182 | | Charles A. Cashman | 11/18/2022 | 13,747 | $451,177 | | | 11/19/2021 | 1,898 | $62,292 | | | 11/19/2021 | 14,942 | $490,396 | | | 11/18/2022 | 6,355 | $208,571 | | Kyle G. Langbehn | 11/18/2022 | 12,511 | $410,611 | | | 11/19/2021 | 1,268 | $41,616 | | | 11/19/2021 | 9,977 | $327,445 | | | 10/1/2021 | 3,092 | $101,479 | | | 10/1/2021 | 6,529 | $214,282 | | | 12/2/2020 | 3,000 | $98,460 | | | 10/8/2020 | 5,800 | $190,356 | | | 10/8/2020 | 5,800 | $190,356 | | | 12/3/2019 | 10,000 | $328,200 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
(1) Represents TBRSUs and PBRSUs. The TBRSUs vest in three equal, annual installments over a three-year period beginning on the date of grant and vesting on September 30 of each relevant year. The PBRSUs granted on November 18, 2022, were earned in fiscal 2023 based upon meeting certain inventory aging targets and pretax income percent targets and vest on September 30, 2025. The PBRSUs granted on November 19, 2021, were earned in fiscal 2022 based upon meeting certain inventory aging and pretax income percent targets and vest on September 30, 2024. (2) The market value of shares or units of stock that have not vested as reported in the table above is determined by multiplying the closing market price of our common stock on the last trading day of fiscal 2023 of $32.82 by the number of shares or units of stock that have not vested.
Stock Vested
Stock Vested The following table describes, for the named executive officers, the number of shares acquired on the vesting of stock awards and the value realized on vesting of stock awards during fiscal 2023.
Pension Benefits and Nonqualified Deferred Compensation
Pension Benefits and Nonqualified Deferred Compensation We do not offer a pension plan to any of our employees. We do not offer a nonqualified deferred compensation plan to any of our employees. Employees meeting certain requirements may participate in our 401(k) plan.
CEO Pay Ratio Disclosure
CEO Pay Ratio Disclosure Under the rules requiring companies to disclose the ratio between the CEO total compensation to the total compensation of the median employee, the median-paid employee may be identified once every three years if there is no significant impact to the pay ratio disclosure. As there were no significant changes in our employee population or to the median-paid employee's compensation arrangements in 2023 that would significantly affect the pay ratio disclosure, the employee representing the median-paid employee is the same employee selected for the fiscal year 2023 proxy statement. The ratio of CEO pay ($6,006,138) to the median worker pay ($77,014) is approximately 78:1. The ratio is a reasonable estimate, calculated in a manner consistent with applicable SEC rules. Previously, to determine the median employee, we completed the data gathering and analysis for our over 2,600 employees as of September 2021. We utilized a measurement date of September 30, 2021, and used a total compensation definition that consisted of actual base pay earnings, overtime earnings, and bonuses paid to all employees from the beginning of the fiscal 2021 year through the measurement date. We annualized pay for those who commenced work or were on an unpaid leave of absence during 2021. This data was gathered for our entire workforce to identify the median employee. We then calculated the median employee's final total compensation for the fiscal 2023 year utilizing the same methodology that is used for NEOs as set forth in the Summary Compensation Table to determine the ratio.
Pay versus Performance
Pay versus Performance Linking pay and performance is an important component of MarineMax's compensation philosophy and aligns to the interests of our shareholders. The Compensation Committee believes that the Company’s compensation plans and programs provide strong pay and performance alignment as demonstrated and described through the Compensation Discussion and Analysis section of this proxy statement. The following Pay versus Performance disclosure is calculated in a manner consistent with SEC rules. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following table, which sets forth information concerning the compensation of our Principal Executive Officer ("PEO") and Non-Principal Executive Officers ("Non-PEO NEOs") for each of the fiscal years ended September 30, 2021, 2022 and 2023, and our financial performance for each such fiscal year:
Pay versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based On (c): | | | | | Year (a) | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO (b) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to non-PEO NEOs (b) | Total Shareholder Return (c) | Peer Group Total Shareholder Return (c) | Net Income attributable to MarineMax, Inc. | Company Selected Measure: Diluted net income per common share (d) | | 2023 | 6,006,138 | 5,900,178 | 2,071,320 | 2,101,614 | $127.85 | 98.36 | 109,282,000 | $4.87 | | 2022 | 5,457,691 | 2,472,379 | 1,807,465 | 919,296 | $116.05 | 86.45 | 197,989,000 | $8.84 | | 2021 | 3,971,985 | 8,516,604 | 1,514,094 | 3,081,533 | $189.01 | 114.29 | 154,979,000 | $6.78 |
Pay versus Performance
(a) NEOs included in the compensation columns reflect the following:
Pay versus Performance
| Year | PEO | Non-PEO NEOs | | 2023 | W. Brett McGill | William H. McGill, Jr., Michael H. McLamb, Charles A. Cashman, Kyle G. Langbehn | | 2022 | W. Brett McGill | William H. McGill, Jr., Michael H. McLamb, Charles A. Cashman, Anthony E. Cassella, Jr. | | 2021 | W. Brett McGill | William H. McGill, Jr., Michael H. McLamb, Charles A. Cashman, Anthony E. Cassella, Jr. |
Pay versus Performance
(b) The Summary Compensation Table totals reported for the PEOs and the average of the Non-PEO NEOs for each fiscal year were subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate "Compensation Actually Paid”:
Pay versus Performance
| | 2023 | | 2022 | | 2021 | | | | PEO | Average for Non-PEO NEOs | PEO | Average for Non-PEO NEOs | PEO | Average for Non-PEO NEOs | | Summary Compensation Table - Total Compensation | 6,006,138 | 2,071,320 | 5,457,691 | 1,807,465 | 3,971,985 | 1,514,094 | | Adjustments | | | | | | | | Deduction for amount reported under the “Stock Awards” and “Option Awards” Columns of the Summary Compensation Table | (3,802,488) | (961,995) | (2,771,009) | (677,865) | (1,442,985) | (416,993) | | Increase/deduction for the Inclusion of Item 402(v) Equity Values (e): | | | | | | | | Year End Fair Value of Equity Awards Granted in Fiscal Year and Unvested as of Fiscal Year End | 2,853,863 | 722,007 | 1,967,242 | 481,257 | 2,886,212 | 834,071 | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | 179,831 | 56,574 | (1,001,343) | (330,350) | 1,545,208 | 668,345 | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year | 480,583 | 121,573 | 199,206 | 48,707 | 292,236 | 84,437 | | Change in Fair Value from Prior Fiscal Year End to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Fiscal Year | 182,251 | 92,135 | (1,379,408) | (409,918) | 1,263,948 | 397,579 | | Fair Value at the End of the Prior Fiscal Year of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | - | - | - | - | - | - | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Fiscal Year | - | - | - | - | - | - | | Total Adjustments | (105,960) | 30,294 | (2,985,312) | (888,169) | 4,544,619 | 1,567,439 | | Compensation Actually Paid | 5,900,178 | 2,101,614 | 2,472,379 | 919,296 | 8,516,604 | 3,081,533 |
Pay versus Performance
(c) TSR and Peer Group TSR: Peer Group TSR reflects the Dow Jones US Retail Total Stock Market Index as reflected in our Annual Report on the Form 10-K pursuant to Item 201(e) of Regulation S-K for the fiscal year ended September 30, 2023. Each year of TSR and Peer Group TSR reflects what the cumulative value of $100 would be, if such amount were invested on October 1, 2020. (d) The Company has identified diluted net income per common share as the company-selected measure for the pay versus performance disclosure, as it represents the most important financial performance measure used to link compensation actually paid to the PEO and the Non-PEO NEOs in 2023 to the Company’s performance. (e) The amounts shown in this table represent the fair value of RSU awards determined in accordance with ASC 718. The assumptions used in determining the fair value of stock option and restricted stock awards are set forth in Note 14 to the Consolidated Financial Statements in our Form 10-K for the year ended September 30, 2023. Each named executive officer forfeits the unvested portion, if any, of the officer’s RSUs if the officer’s service to our Company is terminated for any reason, except upon death, as may otherwise be determined by the Board of Directors or as provided in an employment agreement.
Narrative Disclosure to Pay Versus Performance Table
Narrative Disclosure to Pay Versus Performance Table Relationship Between Financial Performance Measures The graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (i) our net income, (ii) our diluted net income per common share, and (iii) our cumulative TSR, as well as the relationship between our TSR and the Peer Group TSR, in each case, for the fiscal years ended September 30, 2021, 2022 and 2023.
Pay Versus Performance Tabular List
Pay Versus Performance Tabular List We believe diluted net income per common share represents the most important financial performance measure used by us to link compensation actually paid to our NEOs for the fiscal year ended September 30, 2023. In the “Compensation Discussion and Analysis” section of this proxy statement, we provide greater detail on the elements of our executive compensation program and our “pay-for-performance” compensation philosophy. We believe the Company’s executive compensation program appropriately rewards our PEO and the Non-PEO NEOs for Company and individual performance, promotes retention of our senior leadership team and supports long-term value creation for our stockholders.
Potential Payments Upon Termination, Change of Control, Death or Disability
Potential Payments Upon Termination, Change of Control, Death or Disability The following tables show the potential payments upon a hypothetical termination or a change of control for those of our NEOs with employment agreements on September 30, 2023. William H. McGill, Jr.
Potential Payments Upon Termination, Change of Control, Death or Disability
| Executive Benefits and Payments Upon Separation | Voluntary Termination on 9/30/23 | Involuntary Not for Cause Termination on 9/30/23 | For Cause Termination on 9/30/23 | Involuntary for Good Reason Termination (Change of Control) on 9/30/23 | Death on 9/30/23 | Disability on 9/30/23 | | Compensation: | | | | | | | | Bonus | $— | $— | $— | $— | $— | $— | | Equity awards (1) | $— | $1,156,883 | $— | $1,156,883 | $1,156,883 | $1,156,883 | | Benefits and Perquisites: | | | | | | | | Cash severance | $— | $4,562,699 | $— | $4,562,699 | $750,000 | $1,520,900 | | Health and welfare benefits | $— | $30,232 | $— | $30,232 | $5,040 | $— | | Other | $— | $— | $— | $— | $— | $— |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Employees of our Company do not receive compensation for serving as members of our Board of Directors. Directors who are employees of our Company are eligible to receive stock-based compensation pursuant to our 2011 Plan. As of October 1, 2023 each non-employee director receives a quarterly director’s fee of $18,750, which is paid in cash, shares of common stock, or a combination of cash and shares of common stock at the election of the director. The Chairman of the Audit Committee receives an additional annual fee of $25,000, and other members of the Audit Committee receive an additional annual fee of $7,500; the Chairman of the Compensation Committee receives an additional annual fee of $17,500, and other members of the Compensation Committee receive an additional annual fee of $5,000; the Chairman of the Nominating/Corporate Governance Committee receives an additional annual fee of $15,000, and other members of the Nominating/Corporate Governance Committee receive an additional annual fee of $3,000; and the Lead Independent Director receives an additional annual fee of $30,000. Non-employee directors receive restricted shares of common stock each year equivalent to $140,000 based on the closing stock price on the applicable grant date and these restricted shares vest one year after the applicable grant date. We reimburse our directors for out-of-pocket expenses incurred in attending meetings of the Board of Directors or committees. We also encourage our directors and their spouses, when applicable, to attend, at our cost, special corporate events with our employees, suppliers, and others. Newly appointed non-employee directors each receive a grant of options to acquire 5,000 shares of our common stock on the last day of the current fiscal quarter in which they are first elected as directors of our Company, which vest at a rate of 33% per year beginning on the applicable grant date. The following table sets forth the compensation paid by us to non-employee directors for the fiscal year ended September 30, 2023. Messrs. William H. McGill, W. Brett McGill, and McLamb do not receive any compensation for service on our Board of Directors.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
| Name (1) | Fees Earned or Paid in Cash (2) | Stock Awards (3) (4) | Total | | Clint Moore | $130,000 | $140,003 | $270,003 | | George E. Borst | $87,500 | $140,003 | $227,503 | | Hilliard M. Eure III | $103,000 | $140,003 | $243,003 | | Evelyn V. Follit | $85,500 | $140,003 | $225,503 | | Adam M. Johnson | $— | $140,003 | $140,003 | | Charles R. Oglesby | $— | $140,003 | $140,003 | | Mercedes Romero | $— | $140,003 | $140,003 | | Joseph A. Watters | $95,000 | $140,003 | $235,003 | | Rebecca White | $78,879 | $140,003 | $218,882 |
DIRECTOR COMPENSATION
(1) As of September 30, 2023, the following directors had outstanding options: Mr. Moore – 5,000 options; Mr. Borst – 5,000 options; Mr. Johnson – 5,000 options; Mr. Watters – 10,000 options; Ms. Romero – 5,000 options; and Ms. White – 5,000 options. (2) Messrs. Johnson, Oglesby, Ms. Romero and Ms. White elected to receive shares of our common stock with a value of $80,000, $83,000, 83,000 and $4,121, respectively, in lieu of an equivalent amount of cash pursuant to their annual retainers. The amounts shown in this column reflect the grant date fair value of stock option and common stock awards determined in accordance with ASC 718 excluding the effects of forfeitures. The assumptions used in determining the grant date fair value of these awards are set forth in Note 14 to the Consolidated Financial Statements in our Form 10-K for the year ended September 30, 2023. The aggregate grant date fair value of the stock options and common stock granted to our non-employee directors during fiscal 2023 was approximately $1,260,030. For further information on these awards, see the Grants of Plan-Based Awards table in the “Executive Compensation” section of this proxy statement.