DEF 14A of Marinemax Inc
Filed Jan 3, 2025 · FY20240000950170-25-001104
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 nine 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 Ms. Biumi, Mr. Borst and Ms. Romero as Class III directors whose terms will expire in 2028. Unless otherwise instructed, the proxy holders will vote the proxies received by them for each of the nominees named above. Ms. Biumi, Mr. Borst, and Ms. Romero 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 | | Rebecca White | 67 | Chairperson of the Board, and Director (1)(3) | | William Brett McGill | 56 | Chief Executive Officer, President and Director | | Michael H. McLamb | 59 | Executive Vice President, Chief Financial Officer, Secretary, and Director | | Bonnie Biumi | 62 | Director (2)(3) | | George E. Borst | 76 | Director (1)(2) | | Evelyn V. Follit | 78 | Director (2)(3) | | Adam M. Johnson | 53 | Director (1) | | Clint Moore | 77 | Director (1)(2) | | Mercedes Romero | 58 | Director (1)(3) |
Nominees
(1) Member of the Compensation Committee. (2) Member of the Audit Committee. (3) Member of Nominating/Corporate Governance Committee. 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. 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., MarineMax’s founder and recent retiree from his role as director and executive chairman of the Company. 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. Bonnie Biumi has served as a director of our Company since September 2024. Ms. Biumi has four decades of financial and operational expertise, most recently as President and Chief Financial Officer of Kerzner International Resorts, Inc. from 2007 to 2012. Prior to that, she held senior-level finance roles at NCL Corporation, Ltd. (NYSE: NCLH), Royal Caribbean Cruises, Ltd. (NYSE: RCL), Neff Corporation, Peoples Telephone Company, Inc. and Price Waterhouse. Ms. Biumi is a member of the Board of Trustees of Kite Realty Group (NYSE: KRG) and the Board of Directors of Caesars Entertainment, Inc. (NASDAQ: CZR) and serves on the Audit Committee of both organizations. In addition, she serves on the Board of Directors and is the chair of the Audit Committee of Virgin Cruises Limited, and is the chair of the Audit Committee of Virgin Cruises Intermediate Limited, both privately owned companies. From 2012 to 2017, Ms. Biumi served on the Board of Directors of Isle of Capri Casinos, Inc., and from 2013 to 2015, she served on the Board of Directors of Home Properties, Inc. Ms. Biumi received a B.S. in Accounting from the University of Florida and is a certified public accountant. We believe that Ms. Biumi's management positions with leading companies provide the requisite qualifications, skills, perspectives, and experience that make her well qualified to serve on our Board of Directors. Ms. Biumi 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. 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. Clint Moore has served as a director of our Company since December 2014 and served as the lead independent director from 2018 to June 30, 2024. 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. 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. 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. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” EACH OF THE CLASS III 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”). The financial interests of executives are aligned with the long-term interests of our shareholders through stock-based compensation and performance metrics that correlate with long-term shareholder value. 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. 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 benefit from stock price appreciation. Total compensation levels reflect corporate positions, responsibilities, and performance. As a result of our performance-based compensation philosophy, pay levels may vary significantly from year to year and among our various executive officers. 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 2024 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 2023 Annual Meeting of Shareholders. Holders of approximately 16.3 million of our outstanding shares voted “for” such advisory say-on-pay proposal, representing approximately 99% 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. However, the Committee does regularly review our programs to ensure that they continue to drive and reward performance and align with shareholders.
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.
2024 Compensation Peer Group
2024 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. The peer group used for 2024 compensation decisions 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)
2024 Compensation Peer Group
| Polaris | H&E Equipment Services, Inc. | Malibu Boats, Inc. | | Brunswick Corporation | Hibbett Sports, Inc. | Sportsman’s Warehouse Holdings, Inc. | | Topgolf Callaway Brand Corp. | Kforce Inc. | Vail Resorts, Inc. | | Cavco Industries, Inc. | LCI Industries | Winnebago Industries, Inc. | | Big 5 Sporting Goods | M/I Homes, Inc. | | | OneWater Marine | 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 • 2024 plan based on pretax income (50% weighting), aged inventory targets (30% weighting), and net promoter score (20% weighting) • Intended to align with shareholder interests | | Stock-Based Awards | Variable | • We strongly believe in utilizing our stock units 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 2024, equity awards granted in the form of 60% PBRSUs and 40% TBRSUs • 2024 PBRSU awards vest based on pretax income percent and inventory aging targets • 2024 TBRSUs vest annually over three years and PBRSUs have a one-year performance period with an additional two years of vesting • The most recent award paid out at 87.5% of target | | 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 The cash incentive opportunities for our NEOs are as follows:
Cash Incentive Compensation
| Name | Cash Incentive as % of Base Salary | | William H. McGill, Jr. | 100% | | W. Brett McGill | 125% | | Michael H. McLamb | 100% | | Charles A. Cashman | 75% | | Kyle G. Langbehn | 100% | | Shawn Berg | 60% |
Cash Incentive Compensation
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, which is consistent with the structure for all employees participating in the plan. As indicated below, bonus payouts of 50% may be earned if performance is at least 85% of target for pretax income, and aged inventory targets and at least 80% for net promoter score. Performance below the 85% or 80% threshold, as applicable, results in no payout. A maximum bonus of 200% may be earned if 125% of the target for pretax income is achieved, 140% 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% | 125% | | Aged Inventory: | | | | | Tier 1 | 100% | 105% | 115% | | Tier 2 | 100% | 105% | 115% | | Net Promoter Score | 80% | 100% | 140% |
Cash Incentive Compensation
The quarterly and annual pretax income bonus target objectives for the fiscal 2024 quarters ended December 31, March 31, and June 30, and the fiscal year ended September 30, were approximately $28.2 million, $35.4 million, $59.4 million, and $141.2 million, respectively. The quarterly net promoter score bonus target objective was 10% for each quarter in fiscal 2024. 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% | 75% | 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, Jr. - $457,105, received prior to his retirement in June 2024 (accordingly, Mr. McGill’s bonus does not include payouts related to fourth quarter results); Mr. W. Brett McGill - $1,191,548; Mr. McLamb - $548,112; Mr. Cashman - $364,614; Mr. Langbehn - $548,112; and Mr. Berg $257,374.
Stock Options
Stock Options We do not currently grant stock options as a part of our equity compensation program to executive officers. If stock options were to be granted in the future, the Company would not grant such options in anticipation of the release of nonpublic information that is likely to result in changes to the price of our common stock and would not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During fiscal year 2024, (i) none of our NEOs were awarded stock options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K or Form 8-K that disclosed material nonpublic information, ending one business day after the filing or furnishing of such reports, and (ii) we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Employment Agreements
Employment Agreements Each of Messrs. W. Brett McGill, McLamb, Cashman, Langbehn and Berg 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. (7) | 2024 | $650,000 | $- | $1,429,998 | $457,105 | $1,833,215 | $4,370,318 | | Executive Chairman of the | 2023 | $630,000 | $62,738 | $1,291,499 | $630,000 | $9,873 | $2,624,110 | | Board | 2022 | $630,000 | $- | $976,544 | $1,151,799 | $8,570 | $2,766,913 | | W. Brett McGill | 2024 | $1,000,000 | $- | $4,249,992 | $1,191,548 | $10,350 | $6,451,890 | | Chief Executive Officer and | 2023 | $975,000 | $- | $3,802,488 | $1,218,750 | $9,900 | $6,006,138 | | President | 2022 | $815,000 | $- | $2,771,009 | $1,862,532 | $9,150 | $5,457,691 | | Michael H. McLamb | 2024 | $575,000 | $- | $920,000 | $548,112 | $10,350 | $2,053,462 | | Executive Vice President, | 2023 | $550,000 | $20,582 | $824,995 | $550,000 | $9,900 | $1,955,477 | | Chief Financial Officer, and Secretary | 2022 | $500,000 | $- | $750,019 | $685,595 | $9,150 | $1,944,764 | | Charles A. Cashman | 2024 | $510,000 | $- | $1,019,998 | $364,614 | $7,674 | $1,902,286 | | Executive Vice President | 2023 | $490,000 | $- | $906,490 | $367,500 | $9,900 | $1,773,890 | | and Chief Revenue Officer | 2022 | $425,000 | $- | $786,152 | $582,755 | $9,150 | $1,803,057 | | Kyle G. Langbehn (8) | 2024 | $575,000 | $- | $920,000 | $548,112 | $9,279 | $2,052,391 | | Executive Vice President | 2023 | $550,000 | $- | $824,995 | $550,000 | $6,807 | $1,931,802 | | and President of Retail Operations | | | | | | | | | Shawn Berg (9) | 2024 | $450,000 | $- | $404,997 | $257,374 | $10,350 | $1,122,721 | | Executive Vice President | | | | | | | | | and Chief Digital Officer | | | | | | | |
SUMMARY COMPENSATION TABLE
(1) The base salaries set forth in this column reflect any base salary adjustments for fiscal 2022, 2023, and 2024 for each of the named executive officers. Due to Mr. McGill, Jr.’s retirement in June 2024, the actual base salary he received was $487,500. (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, 2024. 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. Mr. William H. McGill, Jr. forfeited his 2024 PBRSUs with a grant date fair value of $858,005 in conjunction with his retirement in June 2024. For the PBRSUs in this column that were awarded in fiscal 2024, assuming that the highest level of performance conditions will be achieved, the grant date fair value for each named executive officer would be as follows:
SUMMARY COMPENSATION TABLE
| Name | Maximum Achievement Value ($) | | William H. McGill, Jr. | $1,501,509 | | W. Brett McGill | $4,462,491 | | Michael H. McLamb | $966,011 | | Charles A. Cashman | $1,070,998 | | Kyle G. Langbehn | $966,011 | | Shawn Berg | $425,257 |
SUMMARY COMPENSATION TABLE
For further information on these awards, see the Grants of Plan-Based Awards table of this proxy statement. The amounts shown in this column constitute payments made under our fiscal 2022, 2023, and 2024 executive incentive bonus program. See “Compensation Discussion and Analysis” and the Grants of Plan-Based Awards table for more information regarding our fiscal 2024 incentive compensation program. Represents amounts paid to each named executive officer for the employer matching portion of our 401(k) plan. In addition, for Mr. McGill, Jr., $1,633,034 represents accelerated vesting of previously granted TBRSUs and PBRSUs in conjunction with his retirement in June 2024, and $190,112 for amounts paid after his retirement for consulting and advisory services. (6) The dollar value in this column for each named executive officer represents the sum of all compensation reflected in the previous columns. (7) Mr. McGill, Jr. retired from his roles as director and Executive Chairman of the Board in June 2024. (8) Mr. Langbehn's fiscal 2022 compensation is not shown because he was not a named executive officer in fiscal 2022. (9) Mr. Berg's fiscal 2022 and 2023 compensation is not shown because he was not a named executive officer in fiscal 2022 or 2023.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth certain information with respect to grants of plan-based awards to the named executive officers for the fiscal year ended September 30, 2024.
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Type (3) | Threshold (#) | Target (#) | Maximum (#) | or Units (#) | Awards (4) | | William H. | 11/17/2023 | $325,000 | $650,000 | $1,300,000 | PBRSU | | 28,289 | 49,506 | | $858,005 | | McGill, Jr. | | | | | TBRSU | — | | | 18,859 | $571,993 | | W. Brett | 11/17/2023 | $625,000 | $1,250,000 | $2,500,000 | PBRSU | | 84,075 | 147,131 | | $2,549,995 | | McGill | | | | | TBRSU | — | | | 56,050 | $1,699,997 | | Michael H. | 11/17/2023 | $287,500 | $575,000 | $1,150,000 | PBRSU | | 18,200 | 31,850 | | $552,006 | | McLamb | | | | | TBRSU | — | | | 12,133 | $367,994 | | Charles A. | 11/17/2023 | $191,250 | $382,500 | $765,000 | PBRSU | | 20,178 | 35,312 | | $611,999 | | Cashman | | | | | TBRSU | — | | | 13,452 | $407,999 | | Kyle G. | 11/17/2023 | $287,500 | $575,000 | $1,150,000 | PBRSU | | 18,200 | 31,850 | | $552,006 | | Langbehn | | | | | TBRSU | — | | | 12,133 | $367,994 | | Shawn | 11/17/2023 | $135,000 | $270,000 | $540,000 | PBRSU | | 8,012 | 14,021 | | $243,004 | | Berg | | | | | TBRSU | — | | | 5,341 | $161,993 |
GRANTS OF PLAN-BASED AWARDS
(1) Represents potential threshold, target, and maximum performance-based compensation under our fiscal 2024 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 2024 executive incentive compensation program is discussed under “Compensation Discussion and Analysis - Fiscal 2024 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 2024. 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, 2024. 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, 2024.
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) | | William H. McGill, Jr. (3) | — | — | $— | | | 11/17/2023 | 37,367 | $1,317,934 | | W. Brett McGill | 11/17/2023 | 73,566 | $2,594,673 | | | 11/18/2022 | 14,648 | $516,635 | | | 11/18/2022 | 57,664 | $2,033,809 | | | 11/17/2023 | 8,089 | $285,299 | | Michael H. McLamb | 11/17/2023 | 15,925 | $561,675 | | | 11/18/2022 | 3,178 | $112,088 | | | 11/18/2022 | 12,511 | $441,263 | | | 11/17/2023 | 8,968 | $316,301 | | Charles A. Cashman | 11/17/2023 | 17,656 | $622,727 | | | 11/18/2022 | 3,492 | $123,163 | | | 11/18/2022 | 13,747 | $484,857 | | | 11/17/2023 | 8,089 | $285,299 | | Kyle G. Langbehn | 11/17/2023 | 15,925 | $561,675 | | | 11/18/2022 | 3,178 | $112,088 | | | 11/18/2022 | 12,511 | $441,263 | | | 12/2/2020 | 3,000 | $105,810 | | | 11/17/2023 | 3,561 | $125,596 | | Shawn Berg | 11/17/2023 | 7,011 | $247,278 | | | 11/18/2022 | 1,233 | $43,488 | | | 11/18/2022 | 4,853 | $171,165 | | | 12/2/2020 | 5,000 | $176,350 |
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 17, 2023, were earned in fiscal 2024 based upon meeting certain inventory aging targets and pretax income percent targets and vest on September 30, 2026. The PBRSUs granted on November 18, 2022, were earned in fiscal 2023 based upon meeting certain inventory aging and pretax income percent targets and vest on September 30, 2025. TBRSUs granted to Mr. Langbehn and Mr. Berg on December 2, 2020 vested on December 2, 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 2024 of $35.27 by the number of shares or units of stock that have not vested. (3) William H. McGill, Jr. has no awards outstanding. He retired from his roles as director and Executive Chairman of the Board in June 2024.
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 2024.
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 The ratio of CEO pay ($6,451,890) to the median worker pay ($61,265) is approximately 105:1. The ratio is a reasonable estimate, calculated in a manner consistent with applicable SEC rules. To determine the median employee, we completed the data gathering and analysis for our over 4,000 employees as of September 2024. We utilized a measurement date of September 30, 2024, 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 2024 year through the measurement date. We annualized pay for those who commenced work or were on an unpaid leave of absence during 2024. 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 2024 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, 2023 and 2024, 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) | | 2024 | 6,451,890 | 7,131,898 | 2,300,236 | 2,435,118 | $137.40 | $140.30 | 38,066,000 | $1.65 | | 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 | | 2024 | W. Brett McGill | William H. McGill, Jr., Michael H. McLamb, Charles A. Cashman, Kyle G. Langbehn, Shawn Berg | | 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
| | 2024 | | 2023 | | 2022 | | 2021 | | | | PEO | Average for Non-PEO NEOs | PEO | Average for Non-PEO NEOs | PEO | Average for Non-PEO NEOs | PEO | Average for Non-PEO NEOs | | Summary Compensation Table - Total Compensation | 6,451,890 | 2,300,236 | 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 | (4,249,992) | (938,999) | (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 | 3,912,607 | 751,463 | 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 | 177,164 | 38,406 | 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 | 658,949 | 223,332 | 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 | 181,280 | 60,680 | 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 | 680,008 | 134,882 | (105,960) | 30,294 | (2,985,312) | (888,169) | 4,544,619 | 1,567,439 | | Compensation Actually Paid | 7,131,898 | 2,435,118 | 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, 2024. Each year of TSR and Peer Group TSR reflects what the cumulative value of $100 would be, if such amount were invested on September 30, 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 2024 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, 2024. 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, 2023 and 2024.
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, 2024. 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. For 2024, the following list represents the most important financial performance measures we used to link Compensation Actually Paid with our financial performance, as further discussed in the “Compensation Discussion and Analysis” section:
Pay Versus Performance Tabular List
| Diluted Net Income Per Common Share | Pretax Income | Aged Inventory Targets | Net Promoter Score |
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, 2024. William H. McGill, Jr. Because Mr. McGill, Jr. retired from his positions as director and Executive Chairman of the Company in June 2024, the following table reflects the value that Mr. McGill, Jr. actually received upon his retirement.
Potential Payments Upon Termination, Change of Control, Death or Disability
| Executive Benefits and Payments Upon Separation | Retirement 6/30/2024 | | Compensation: | | | Bonus | $— | | Equity awards | $2,243,500 | | Benefits and Perquisites: | | | Cash severance (1) | $2,281,349 | | Health and welfare benefits | $— | | Other | $— |
Potential Payments Upon Termination, Change of Control, Death or Disability
(1) Amount to be paid out monthly over three years for ongoing consulting and advisory services to the Company.
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, 2024 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 Chairperson 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 Chairperson 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 Chairperson 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 Chairperson of the Board receives an additional annual fee of $150,000. 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, 2024. Messrs. W. Brett McGill and McLamb do not, and Mr. William H. McGill, Jr. did 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 and Option Awards (3)(4) | Total | | Bonnie Biumi | $25,750 | $94,083 | $119,833 | | George E. Borst | $87,500 | $140,003 | $227,503 | | Hilliard M. Eure III (5) | $103,000 | $140,003 | $243,003 | | Evelyn V. Follit | $85,500 | $140,003 | $225,503 | | Adam M. Johnson | $80,000 | $140,003 | $220,003 | | Clint Moore | $122,500 | $140,003 | $262,503 | | Charles R. Oglesby (6) | $83,000 | $140,003 | $223,003 | | Mercedes Romero | $83,000 | $140,003 | $223,003 | | Joseph A. Watters (7) | $89,000 | $140,003 | $229,003 | | Rebecca White | $126,500 | $140,003 | $266,503 |
DIRECTOR COMPENSATION
(1) As of September 30, 2024, the following directors had outstanding options: Ms. Biumi – 5,000 options; Mr. Borst – 5,000 options; Mr. Johnson – 5,000 options; Mr. Moore – 5,000 options; Ms. Romero – 5,000 options; and Ms. White – 5,000 options. Mr. Moore subsequently exercised all of his stock options on December 5, 2024. (2) Messrs. Johnson, Oglesby and Ms. Romero elected to receive shares of our common stock with a value of $80,000, $83,000 and $83,000 respectively, in lieu of an equivalent amount of cash pursuant to their annual retainers. (3) 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, 2024. The aggregate grant date fair value of the stock options and common stock granted to our non-employee directors during fiscal 2024 was approximately $1,354,110. For further information on these awards, see the Grants of Plan-Based Awards table in the “Executive Compensation” section of this proxy statement. (4) 10,000 director stock options expired in fiscal 2024. (5) Mr. Eure retired from the Board of Directors on September 1, 2024. (6) Mr. Oglesby retired from the Board of Directors on July 31, 2024. Mr. Watters retired from the Board of Directors on June 30, 2024.