DEF 14A of Marinemax Inc
Filed Jan 21, 2026 · FY20250001193125-26-017915
Table of Contents
| | Page | | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | 26 | | Stock Vested | 27 | | STOCK VESTING | 27 | | Pension Benefits and Nonqualified Deferred Compensation | 27 | | CEO Pay Ratio Disclosure | 27 | | Pay versus Performance | 27 | | Narrative Disclosure to Pay Versus Performance Table | 30 | | Pay Versus Performance Tabular List | 31 | | 2021 Stock-Based Compensation Plan | 32 | | Employee Stock Purchase Plan | 33 | | Employment Agreements | 35 | | Severance Policy for Key Executives | 37 | | Potential Payments Upon Termination, Change of Control,Death or Disability | 37 | | Limitation of Directors’ Liability; Indemnification of Directors, Officers, Employees, and Agents | 40 | | EQUITY COMPENSATION PLAN INFORMATION | 40 | | CERTAIN TRANSACTIONS AND RELATIONSHIPS | 41 | | Policy Relating to Certain Transactions | 41 | | Family Relationships | 41 | | COMPENSATION COMMITTEE REPORT | 41 | | DIRECTOR COMPENSATION | 42 | | REPORT OF THE AUDIT COMMITTEE | 43 | | SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS, DIRECTORS, AND OFFICERS | 44 | | Delinquent Section 16(a) Reports | 45 | | PROPOSAL TWO – ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY-ON-PAY”) | 46 | | Background | 46 | | Summary | 46 | | Board Recommendation | 46 | | PROPOSAL THREE – AMENDMENT TO OUR 2021 STOCK-BASED COMPENSATION PLAN | 48 | | Background | 48 | | Reasons for and Effect of the Proposed Amendment | 48 | | 2021 Plan Benefits | 49 | | Approval by Shareholders of the Amendment to the 2021 Plan and Board Recommendation | 49 | | PROPOSAL FOUR – RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR | 50 | | Audit Committee Pre-Approval Policies and Procedures | 50 | | Ratification by Shareholders of the Appointment of Independent Auditor | 50 | | DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS | 51 | | OTHER MATTERS | 51 | | APPENDIX A – AMENDED 2021 STOCK-BASED COMPENSATION PLAN | A-1 |
Table of Contents
| COMMONLY REFERENCED SECTIONS | | Board Committees | | Executive Compensation Highlights | | Board’s Role in Risk Oversight | | Pay versus Performance | | Overview and Compensation Philosophy | | Nominees |
VOTING AND OTHER MATTERS
| Rebecca White | | | Chairperson of the Board, Director Age: 68 Director Since: 2018 Board Committees: • Compensation Committee • Nominating/Corporate Governance Committee | Biography: 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. Qualifications: 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. |
VOTING AND OTHER MATTERS
| William Brett McGill | | | Chief Executive Officer, President and Director Age: 57 Director Since: 2019 Board Committees: • None | Biography: 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. McGill served as President and Chief Operating Officer of our Company from October 2017 to October 2018. Mr. 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 in November 2012. Mr. 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. McGill began his professional career with a software development firm, Integrated Dealer Systems. Qualifications: We believe Mr. 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. We also believe that it is customary for the Chief Executive Officer of a company to be on its board of directors. |
VOTING AND OTHER MATTERS
| Odilon Almeida | | | Director Age: 64 Director Since: 2025 Board Committees: • Audit Committee • Nominating/Corporate Governance Committee | Biography: Odilon Almeida has served as a director of our Company since August 2025. Mr. Almeida, an operating partner at Advent International, has more than 40 years of international business expertise, having held senior leadership roles across the financial services, technology and consumer goods sectors. He previously served as Chief Executive Officer of ACI Worldwide (Nasdaq: ACIW), a global payments software and solutions provider. During a 17-year tenure at Western Union (NYSE: WU), Mr. Almeida held increasingly senior general management and operating roles including President of Western Union Global Money Transfer, where he headed the company's $5 billion consumer business in more than 200 countries and territories. Mr. Almeida serves as the Lead Independent Director at Amerant Bancorp (NYSE: AMTB) and an Independent Director at NCR Atleos (NYSE: NATL), where he serves on the Audit and Nominating & Governance Committees. He previously served on the board of Millicom International, chairing the Business Conduct and Compliance Committee and serving on the Audit Committee. He was also an executive board member at ACI Worldwide while serving as CEO. Qualifications: We believe Mr. Almeida’s senior management positions with successful organizations and broad business experiences make him well-qualified to serve on our Board of Directors. Mr. Almeida qualifies as an audit committee financial expert. |
VOTING AND OTHER MATTERS
| Bonnie Biumi | | | Director Age: 63 Director Since: 2024 Board Committees: • Audit Committee • Nominating/Corporate Governance Committee | Biography: 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 Directors of Casears Entertainment, Inc. (NASDAQ: CZR) where she also serves as the chairperson of the Audit Committee and is a member of the Nominating and Governance Committee. Ms. Biumi is a member of the Board of Trustees of Kite Realty Group (NYSE:KRG) and serves on its Audit Committee. 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., from 2013 to 2015, she served on the Board of Directors of Home Properties, Inc. and from 2015-2021 she served on the Board of Directors of Retail Properties of America, Inc., all of which were or are public companies. Ms. Biumi received a B.S. in Accounting from the University of Florida and is a Certified Public Accountant. Qualifications: 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. Ms. Biumi qualifies as an audit committee financial expert. |
VOTING AND OTHER MATTERS
| George E. Borst | | | Director Age: 77 Director Since: 2016 Board Committees: • Compensation Committee • Audit Committee | Biography: 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. From 2015 - 2024, Mr. Borst served on the Board of Trustees for PIMCO Funds. Mr. Borst has prior financial experience from his oversight of the chief financial officer, treasury, accounting and audit functions throughout his career with Toyota. Qualifications: We believe Mr. Borst’s senior management positions with successful organizations and broad business experiences make him well-qualified to serve on our Board. Mr. Borst qualifies as an audit committee financial expert. |
VOTING AND OTHER MATTERS
| Mercedes Romero | | | Director Age: 59 Director Since: 2022 Board Committees: • Compensation Committee • Nominating/Corporate Governance Committee | Biography: Mercedes Romero has served as a director of our Company since October 2022. In January 2025, Ms. Romero retired as the Chief Procurement Officer at Primo Water Corporation (NYSE/TSX: PRMW), a $1.8 billion water solutions company, where she led the Global Strategic Procurement function, reporting to the CEO and working closely with the board of directors. 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). Qualifications: 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. |
VOTING AND OTHER MATTERS
| Daniel Schiappa | | | Director Age: 57 Director Since: 2025 Board Committees: • Audit Committee | Biography: Daniel Schiappa has served as a director of our Company since September 2025. Mr. Schiappa currently serves as President, Technology & Services at Arctic Wolf Networks, where he is responsible for leading product management, R&D, threat intelligence, strategy, alliances, SOC operations, support, incident response, and concierge services across a global 2,000-person organization. Previously, Mr. Schiappa was Executive Vice President & Chief Product Officer at Sophos (LSE: SOPH), where he led a business with more than $1 billion of revenue and over 1,000 employees across end-user, network, cloud, and messaging security. Earlier, he held senior leadership positions at RSA (Nasdaq: RSA) as Senior Vice President & General Manager, and at Microsoft (Nasdaq: MSFT) in multiple general manager roles covering Windows security, identity services, and mobile advertising. In addition, he has held executive roles at Vingage, Kodak/PictureVision (NYSE: KODK), Informix, and Oracle (NYSE: ORCL), and is the holder of more than 18 patents. Mr. Schiappa brings significant experience in cloud platforms, R&D, cybersecurity and large-scale product organizations to support the Company’s strategic digital initiatives. Mr. Schiappa brings extensive expertise in cybersecurity, internal controls, and risk management, including his financial experience gained through strategic oversight of budgeting, financial risk, and operational performance in senior leadership roles. Qualifications: We believe Mr. Schiappa’s senior management positions with successful organizations and broad business experiences make him well-qualified to serve on our Board. Mr. Schiappa qualifies as an audit committee financial expert. |
Director Nominations
Right to Call Special Meetings Our Board believes a threshold of not less than 50% of all votes entitled to be cast in order to call a special meeting strikes the appropriate balance between ensuring that shareholders have the ability to call a special meeting to act on extraordinary and urgent matters and adequately protecting against a misuse of this right by a small number of shareholders whose interests may not be aligned with the vast majority of our shareholders. Because organizing and preparing for a special meeting involves significant commitment of time and focus by management, and imposes substantial legal, administrative and distribution costs, we believe that special meetings should be reserved for special or extraordinary events when fiduciary, strategic, significant transactional or similar considerations require that the matter be expeditiously addressed before the next annual meeting. Our commitment to maintain an ongoing dialogue with our shareholders, together with practices such as an independent Chairperson of the Board, a majority voting standard in uncontested elections and shareholders’ existing right to call special meetings, preserves the Board’s accountability. When viewed together with our robust corporate governance practices and shareholder protections, we believe that our current 50% special meeting threshold enhances shareholder rights while still ensuring that appropriate shareholder support is required to call a special meeting. Board Committees Our Board of Directors has an Audit Committee, a Compensation Committee, and a Nominating/Corporate Governance Committee, each consisting entirely of independent directors. The Audit Committee The purpose of the Audit Committee is to assist the Board of Directors in fulfilling its responsibilities for oversight of the integrity of the financial statements of our Company, our Company’s compliance with legal and regulatory matters, the independent auditor’s qualifications and independence, and the performance of our Company’s independent auditor and internal audit function. The primary responsibilities of the Audit Committee are set forth in its charter and include various matters with respect to the oversight of our Company’s accounting and financial reporting process, our Company's internal audit function, and audits of the financial statements of our Company. The Audit Committee also selects the independent auditor to conduct the annual audit of the financial statements of our Company; reviews the proposed scope of such audit; reviews accounting and financial controls of our Company with the independent auditor and our financial accounting staff; and reviews and approves transactions between us and our directors, officers, and their affiliates. The Audit Committee currently consists of Ms. Biumi, and Messrs. Almeida, Borst and Schiappa, each an independent director of our Company under the NYSE rules (including NYSE rules relating to audit committee independence) as well as under rules adopted by the SEC pursuant to the Sarbanes-Oxley Act of 2002. Ms. Biumi serves as the Chairperson of the Audit Committee. The Board has determined that Ms. Biumi, Messrs. Almeida, Borst and Schiappa (whose backgrounds are detailed above) are each financially literate as defined in NYSE rules and each qualify as an audit committee financial expert in accordance with applicable rules and regulations of the SEC. The Compensation Committee The purpose and responsibilities of the Compensation Committee include reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating the performance of our Chief Executive Officer in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed by the Board), determining and approving the compensation level of our Chief Executive Officer based on this evaluation. The Compensation Committee also recommends to the Board, or as directed by the Board determines and approves, the compensation of our other executive officers, and considers the grant of stock-based awards to our executive officers under our stock-based compensation plans. The Compensation Committee may delegate any or all of its responsibilities to a subcommittee, which must comply with the applicable rules and regulations of the NYSE, the SEC and other regulatory bodies. The Compensation Committee currently consists of Mr. Borst, Ms. Romero, and Ms. White, each an independent director under the NYSE rules (including NYSE rules relating to compensation committee independence) with Mr. Borst serving as Chairman of the Compensation Committee.
Director Nominations
For 2025, our cash incentive compensation was based on pre-established quarterly and/or full fiscal year goals related to pretax income, aged inventory targets, and net promoter score (customer rating). Overview and Compensation Philosophy Our Board has appointed a Compensation Committee, consisting solely of independent members of the Board, 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 the compensation of our Chief Executive Officer based on this evaluation. The Compensation Committee also recommends to the Board, or, as directed by the Board, 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”). We aim to align the financial interests of executives 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 are generally 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.
Director Nominations
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 corporate objectives designed to contribute to our long-term success in building shareholder value. Grants of stock-based awards are intended to align with shareholder interests and will fluctuate in value based on stock price. 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 2025 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 2024 Annual Meeting of Shareholders. Holders of approximately 17.8. 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 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 Compensation Committee does regularly review our compensation programs to ensure that they continue to drive and reward performance and align with shareholder interests. For Fiscal 2026, in conjunction with management, the Committee made modifications to the Company's Fiscal 2026 incentives to enhance alignment with shareholder interests, which we summarize in the section titled “Highlights of Fiscal 2026 Compensation Changes” and will disclose in further detail in our Fiscal 2026 Compensation Discussion and Analysis. Role of the Compensation Committee and Chief Executive Officer At the request of our Compensation Committee, our Chief Executive Officer generally attends a portion of our Compensation Committee meetings, including meetings at which select other members of management and our compensation consultants may be present. This enables our Compensation Committee to review the corporate and individual goals for the organization with the Chief Executive Officer. Our Compensation Committee also requests that our Chief Executive Officer assess the goals, objectives, and performance of the other executives. Although the participation of the Chief Executive Officer enables him to potentially influence, suggest and advise on goals, performance targets, and objectives, including his own, the Compensation Committee rather than our Chief Executive Officer makes all final determinations or Board recommendations regarding setting individual and corporate goals, targets, objectives, and performance against such goals and targets. The Compensation Committee reviews and approves or recommends to our Board the compensation of our Chief Executive Officer and our other executive officers. Annually, our Compensation Committee evaluates the performance of our Chief Executive Officer and establishes or recommends to our Board the compensation of our Chief Executive Officer in light of the goals and objectives of our compensation program for that year. Our Compensation Committee together with our Chief Executive Officer annually assesses the performance of our other executive officers. Based on recommendations from our Chief Executive Officer and the determinations of our Compensation Committee, our Compensation Committee approves or makes recommendations to our Board regarding the compensation of our other executive officers. Market Context 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. In addition to peer group information, the Committee also reviews compensation data for similarly sized organizations based on published compensation surveys. 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.
Director Nominations
2025 Compensation Peer Group As mentioned above, the Compensation Committee uses a peer group as a reference point in determining executive compensation levels, including individual elements of compensation and total compensation. The peer group is also used when evaluating executive compensation design considerations. The peer group used for 2025 compensation decisions was developed with the assistance of CAP considering the following primary criteria: • Company size, primarily defined by revenue (with consideration to revenue, 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)
Director Nominations
| 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 • 2025 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 awards 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 2025, equity awards granted in the form of 60% PBRSUs and 40% TBRSUs • 2025 PBRSU awards vest based on pretax income percent and inventory aging targets • 2025 TBRSUs vest annually one-third per year over three years and PBRSUs have a one-year performance period with an additional two years of vesting. However, the vesting terms of the 2026 PBRSUs were changed and have a 3-year performance period. • The most recent awards (which were the 2025 PBRSU awards) paid out at 37.1% 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 |
Director Nominations
| Name | Cash Incentive as % of Base Salary | | W. Brett McGill | 125% | | Michael H. McLamb | 100% | | Charles A. Cashman | 75% | | Kyle G. Langbehn | 100% | | Shawn Berg | 60% |
Director Nominations
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. 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. As indicated below, bonus payouts of 50% may be earned if performance is at least 85% of target for pretax income, at least 100% of the aged inventory thresholds, and at least 80% for net promoter score. Performance below the corresponding thresholds, as applicable, results in no payout. A maximum bonus of 220% may be earned if 125% of the target for pretax income is achieved. A maximum of 175% may be earned if 140% of the target for 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
Director Nominations
| Metric | Threshold (50% payout) | Target (100% payout) | Maximum (220%/175% payout) | | Pretax Income | 85% | 100% | 125% | | Aged Inventory: | | | | | Tier 1 | 100% | 105% | 115% | | Tier 2 | 100% | 105% | 115% | | Net Promoter Score | 80% | 100% | 140% |
Director Nominations
Highlights of Fiscal 2026 Compensation Changes While our shareholders have shown consistently strong support for our compensation programs, the Committee and management regularly look for opportunities to enhance the pay for performance relationship of our programs. To that end, for Fiscal 2026, the Committee approved the below changes to our programs. We will disclose these changes in further detail in our Fiscal 2026 Compensation Discussion & Analysis. • Increased the weighting of pre-tax Income to 75% for the cash incentive and implemented a strategic scorecard with 25% weighting that considers key operational metrics • Implemented a cash flow modifier to the cash incentive • Moved from a one year performance period on the PBRSUs to a three year performance period • Tied 100% of the core metric in the PBRSUs to Adjusted EBITDA instead of 75% pre-tax earnings improvement and 25% inventory and added a relative TSR modifier (+/- 20%) 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 2025, (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. Deductibility of Executive Compensation We take into account the tax effect of our compensation. Section 162(m) of the IRC, as modified by the passage of the Tax Cuts and Jobs Act legislation in December 2017 and the American Rescue Plan Act in March 2021, currently limits the deductibility for federal income tax purposes of compensation in excess of $1.0 million paid to each of any publicly held corporation’s chief executive officer, chief financial officer, and three other most highly compensated executive officers. We may deduct certain types of compensation paid to any of these individuals only to the extent that such compensation during any fiscal year does not exceed $1.0 million. We currently expect a portion of the compensation of our executive officers to exceed the deductibility threshold under Section 162(m) of the IRC. Our compensation arrangements with certain of our executive officers exceeded the limits on deductibility under Section 162(m) during our fiscal year ended September 30, 2025. Accounting Considerations We account for stock-based awards in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 718 “Compensation - Stock Compensation” (“ASC 718”). In determining stock-based awards, we consider the potential expense of those grants under ASC 718 and the impact on our earnings per share. Policies for the Pricing and Timing of Stock-Based Grants We set the price of all stock-based awards at the closing price of our stock on the NYSE on the date of grant. We grant the stock-based compensation at regularly scheduled meetings each year. In the case of new hires, we generally grant stock-based awards on start dates, which are determined by the date the employee reports for service. Employment Agreements Each of Messrs. 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
Director Nominations
absent a change in control. See “Executive Compensation - Employment Agreements” and “Executive Compensation - Potential Payments Upon Termination, Change of Control, Death or Disability.” Clawback Our Board has adopted a clawback policy, effective as of October 2, 2023, that complies with the NYSE’s clawback rules promulgated under SEC Rule 10D-1. Under this policy, in the event that the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, the policy requires that the Compensation Committee, to the extent legally permitted and pursuant to the terms of the policy, recover from current and former Section 16 officers any incentive-based compensation, as defined in the NYSE’s clawback rules, received by such officers that exceeds the amount of incentive-based compensation that otherwise would have been received had such incentive-based compensation been determined according to the applicable accounting restatement.
Director Nominations
| Name and Principal Position | Year | Salary (1) | Bonus (2) | Stock Awards (3) | Non-Equity Incentive Plan Compensation (4) | All Other Compensation (5) | Total (6) | | W. Brett McGill | 2025 | $1,025,000 | $- | $4,510,002 | $727,680 | $7,513 | $6,270,195 | | Chief Executive Officer and | 2024 | $1,000,000 | $- | $4,249,992 | $1,191,548 | $10,350 | $6,451,890 | | President | 2023 | $975,000 | $- | $3,802,488 | $1,218,750 | $9,900 | $6,006,138 | | Michael H. McLamb | 2025 | $585,000 | $- | $994,480 | $332,248 | $10,500 | $1,922,228 | | Executive Vice President, | 2024 | $575,000 | $- | $920,000 | $548,112 | $10,350 | $2,053,462 | | Chief Financial Officer, and Secretary | 2023 | $550,000 | $20,582 | $824,995 | $550,000 | $9,900 | $1,955,477 | | Charles A. Cashman (7) | 2025 | $520,000 | $- | $1,092,000 | $221,499 | $8,570 | $1,842,069 | | Executive Vice President | 2024 | $510,000 | $- | $1,019,998 | $364,614 | $7,674 | $1,902,286 | | and Chief Revenue Officer | 2023 | $490,000 | $- | $906,490 | $367,500 | $9,900 | $1,773,890 | | Kyle G. Langbehn | 2025 | $632,500 | $- | $1,518,011 | $359,225 | $9,409 | $2,519,145 | | Executive Vice President | 2024 | $575,000 | $- | $920,000 | $548,112 | $9,279 | $2,052,391 | | and President of Retail Operations | 2023 | $550,000 | $- | $824,995 | $550,000 | $6,807 | $1,931,802 | | Shawn Berg (8) | 2025 | $460,000 | $- | $460,009 | $156,753 | $8,451 | $1,085,213 | | Executive Vice President | 2024 | $450,000 | $- | $404,997 | $257,374 | $10,350 | $1,122,721 | | and Chief Digital Officer | | | | | | | |
Director Compensation
Director Compensation Employees of our Company do not receive compensation for serving as members of our Board. Directors who are employees of our Company are eligible to receive stock-based compensation pursuant to our 2011 Plan. As of October 1, 2025 each non-employee director receives an annual cash retainer of $75,000, paid quarterly. Directors may elect the cash retainer to be 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 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 (or as soon as thereafter as is reasonably practicable), 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, 2025. Mr. McGill does not receive any compensation for service on our Board of Directors and nor did Mr. McLamb while he was on the Board of Directors.
Director compensation
Director compensation
Director compensation
| Name (1) | Fees Earned or Paid in Cash (2) | Stock Awards (3) | Option Awards (3) | Total | | Odilon Almeida | $20,625 | $— | $64,927 | $85,552 | | Bonnie Biumi | $103,000 | $140,009 | $— | $243,009 | | George E. Borst | $100,000 | $140,009 | $— | $240,009 | | Evelyn V. Follit (4) | $85,500 | $140,009 | $— | $225,509 | | Adam M. Johnson(4) | $80,000 | $140,009 | $— | $220,009 | | Clint Moore (4) | $97,500 | $140,009 | $— | $237,509 | | Mercedes Romero | $83,000 | $140,009 | $— | $223,009 | | Daniel Schiappa | $20,625 | $— | $64,927 | $85,552 | | Rebecca White | $245,000 | $140,009 | $— | $385,009 |
Director compensation
(1) As of September 30, 2025, the following directors had outstanding options: Mr. Almeida – 5,000 options; Ms. Biumi – 5,000 options; Mr. Borst – 5,000 options; Mr. Johnson – 5,000 options; Ms. Romero – 5,000 options; Mr. Schiappa – 5,000 options and Ms. White – 5,000 options. (2) Messrs. Johnson and Ms. Romero elected to receive shares of our common stock with a value of $80,000 and $62,250 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, 2025. The aggregate grant date fair value of the stock options and common stock granted to our non-employee directors during fiscal 2025 was approximately $1,389,935. For further information on these awards, see the Grants of Plan-Based Awards table in the “Executive Compensation” section of this proxy statement. As of September 30, 2025, the following directors had outstanding common stock issuable upon vesting of RSUs: Ms. Biumi – 4,633 RSUs; Mr. Borst – 4,633 RSUs; Mr. Johnson – 4,633 RSUs; Ms. Romero – 4,633 RSUs; and Ms. White – 4,633 RSUs. Mr. Moore and Mrs. Follit retired from the board in August 2025 and Mr. Johnson resigned from the Board on January 16, 2026.
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Director compensation
Report of the Audit Committee The Board of Directors has appointed an Audit Committee, currently consisting of four directors. All of the members of the Audit Committee must be “independent” of our Company and management, as independence is defined in applicable rules of the SEC and the NYSE listing standards. The purpose of the Audit Committee is to assist the oversight of our Board of Directors in the integrity of the financial statements of our Company, our Company’s compliance with legal and regulatory matters, the independent auditor’s qualifications and independence, and the performance of our Company’s independent auditor and internal audit function. The primary responsibilities of the Audit Committee include overseeing our Company’s accounting and financial reporting process and audits of the financial statements of our Company. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. The independent auditor is responsible for auditing the financial statements and expressing an opinion on the conformity of those audited financial statements with U.S. generally accepted accounting principles. Our Board of Directors has amended and restated the charter of the Audit Committee to reflect, among other things, requirements of federal legislation, including the Sarbanes-Oxley Act of 2002, new rules adopted by the SEC, and amended rules of the NYSE. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements with management and the independent auditor. The Audit Committee discussed with the independent auditor the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. This included a discussion of the independent auditor’s judgments as to the quality, not just the acceptability, of our Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee under the standards of the PCAOB, and other applicable regulations. In addition, the Audit Committee received from the independent auditor written disclosures and the written communications required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence. The Audit Committee also discussed with the independent auditor the independent auditor’s independence from management and our Company, including the matters covered by the written disclosures provided by the independent auditor. The Audit Committee discussed with our independent auditor the overall scope and plans for its audit. The Audit Committee meets with the independent auditor, with and without management present, to discuss the results of the independent auditor’s examinations, its evaluations of our Company, the internal controls, and the overall quality of the financial reporting. The Audit Committee held five meetings during fiscal 2025. Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board approved, that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended September 30, 2025 for filing with the SEC. The report has been furnished by the Audit Committee of our Board of Directors.
Director compensation
| January 19, 2026 | | | | Bonnie Biumi, Chairperson | | | Odilon Almeida | | | George E. Borst Daniel Schiappa |
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Director compensation
Security Ownership of Principal Shareholders, Directors, and Officers The following table sets forth certain information regarding beneficial ownership of our common stock as of the Information Date for (i) all directors, our Chief Executive Officer, and our other named executive officers listed in the Summary Compensation Table under the section entitled “Executive Compensation,” (ii) all directors and the named executive officers as a group, and (iii) each person known by us to beneficially own more than 5% of our outstanding shares of common stock.
Director compensation
| Name of Beneficial Owner (1) | Shares Beneficially Owned | | | Directors and Executive Officers: | Number (2) | Percent (2) | | W. Brett McGill | 242,787(3) | 1.1% | | Michael H. McLamb | 132,263(4) | * | | Charles A. Cashman | 79,182(5) | * | | Kyle G. Langbehn | 62,599(6) | * | | Shawn Berg | 30,226(7) | * | | Anthony E. Cassella Jr. | 19,222(8) | * | | Manuel A. Alvare | 10,339(9) | * | | Odilon Almeida | 1,666(10) | * | | Bonnie Biumi | 9,966(11) | * | | George E. Borst | 45,335(12) | * | | Mercedes Romero | 24,988(13) | * | | Daniel Schiappa | 1,919(14) | * | | Rebecca White | 35,465(15) | * | | All directors and executive officers as a group (13 persons) | 695,957 | 3.2% | | 5% Shareholders: | | | | BlackRock, Inc. | 2,951,576(16) | 13.4% | | American Century Investment Management, Inc. | 2,432,173(17) | 11.0% | | PPF Group N.V. | 1,790,680(18) | 8.1% | | Dimensional Fund Advisors LP | 1,481,741(19) | 6.7% | | The Vanguard Group, Inc. | 1,439,518(20) | 6.5% |
Director compensation
* Less than 1%. (1) Unless otherwise indicated, all persons listed can be reached at our Company offices at 501 Brooker Creek Boulevard, Oldsmar, Florida, 34677, and have sole voting and investment power over their shares. (2) The numbers and percentages shown include shares of common stock issuable to the identified person pursuant to stock options that may be exercised and restricted stock that may vest within 60 days after the Information Date. In calculating the percentage of ownership, such shares are deemed to be outstanding for the purpose of computing the percentage of shares of common stock owned by such person, but are not deemed to be outstanding for the purpose of computing the percentage of shares of common stock owned by any other shareholder. (3) Amount excludes 377,712 shares of common stock issuable upon vesting of RSUs. (4) Amount excludes 83,516 shares of common stock issuable upon vesting of RSUs. (5) Amount excludes 76,989 shares of common stock issuable upon vesting of RSUs. (6) Amount excludes 115,782 shares of common stock issuable upon vesting of RSUs. (7) Amount excludes 38,003 shares of common stock issuable upon vesting of RSUs. (8) Amount excludes 30,927 shares of common stock issuable upon vesting of RSUs. (9) Amount excludes 26,427 shares of common stock issuable upon vesting of RSUs. Amount includes 25 shares held by members of the reporting person's household. (10) Includes 1,666 shares of common stock issuable upon the exercise of stock options. Amount excludes 3,334 shares of common stock issuable upon exercise of unvested stock options. Amount excludes 6,309 shares of common stock issuable upon vesting of RSUs. (11) Includes 3,333 shares of common stock issuable upon the exercise of stock options. Amount excludes 6,309 shares of common stock issuable upon vesting of RSUs. (12) Includes 5,000 shares of common stock issuable upon the exercise of stock options. Amount excludes 6,309 shares of common stock issuable upon vesting of RSUs. Includes 5,000 shares of common stock issuable upon the exercise of stock options. Amount excludes 6,309 shares of common stock issuable upon vesting of RSUs.
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Director compensation
Security Ownership of Principal Shareholders, Directors, and Officers Includes 1,666 shares of common stock issuable upon the exercise of stock options. Amount excludes 3,334 shares of common stock issuable upon exercise of unvested stock options. Amount excludes 6,309 shares of common stock issuable upon vesting of RSUs. (15) Includes 5,000 shares of common stock issuable upon the exercise of stock options. Amount excludes 6,309 shares of common stock issuable upon vesting of RSUs. (16) Represents an aggregate of 2,951,576 shares of common stock beneficially owned by BlackRock, Inc., in its capacity as a parent holding company on behalf of certain of its subsidiaries. BlackRock, Inc. has sole voting power over 2,905,001 shares and sole dispositive power over 2,951,576 shares. The address of BlackRock, Inc. is 50 Hudson Yards, New York, New York 10001. (17) Represents an aggregate of 2,432,173 shares of common stock beneficially owned by American Century Capital Portfolios,Inc., American Century Companies, Inc., and Stowers Institute for Medical Research (collectively, “ACIM”). ACIM has sole voting power over 2,432,173 shares and sole dispositive power over 2,432,173 shares. The address of ACIM is 4500 Main Street, 9th Floor, Kansas City, Missouri 64111. (18) Represents an aggregate of 1,790,680 shares of common stock beneficially owned by Renata Kellnerova, PPF Group N.V., PPF a.s., PPD IM Ltd. and AMALAR HOLDING s.r.o (collectively, "PPF Group"). PPF Group has shared voting power and shared dispositive power over 1,790,680 shares. The address of PPF Group is Evropská 2690/17, P.O. Box 177, 160 41 Prague 6, Czech Republic. (19) Represents an aggregate of 1,443,926 shares of common stock beneficially owned by Dimensional Fund Advisors LP in its capacity as investment adviser on behalf of its clients. Dimensional Fund Advisors LP has sole voting power over 1,443,926 shares and sole dispositive power over 1,481,741 shares. The address of Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, Texas 78746. (20) Represents an aggregate of 1,439,518 shares of common stock beneficially owned by The Vanguard Group, Inc. The Vanguard Group, Inc. has shared voting power over 18,986 shares, sole dispositive power over 1,401,788 shares, and shared dispositive power over 18,986 shares. The address of The Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors, officers, and persons who own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC. These regulations require the directors, officers, and greater than 10% stockholders to furnish us with copies of all Section 16(a) forms they file. Based solely upon our review of the copies of such forms received by us during the fiscal year ended September 30, 2025, and written representations that no other reports were required, we believe that each person who, at any time during such fiscal year was a director, officer, or beneficial owner of more than 10% of our common stock, complied with all Section 16(a) filing requirements during such fiscal year.
Director compensation
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