Not independent
Tenure on this board
7.3 yrs
3 nominees · 4 ballot items.
Four proposals: (1) election of three Class I directors (McGill, Almeida, Schiappa) for three-year terms; (2) advisory vote to approve named executive officers’ compensation (say-on-pay); (3) approval of an amendment to the 2021 Stock-Based Compensation Plan to increase shares available by 415,000; and (4) ratification of KPMG LLP as the independent auditor for fiscal year ending September 30, 2026.
Elect three Class I directors—William Brett McGill, Odilon Almeida, and Daniel Schiappa—to three-year terms expiring at the 2029 annual meeting.
Advisory (non-binding) vote to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote approving the compensation paid to the named executive officers as described in the Compensation Discussion and Analysis and related disclosures. Management is seeking this advisory endorsement to confirm investor support for its pay-for-performance program, which ties a significant portion of executive pay to cash incentive metrics (primarily pretax income, aged inventory, and net promoter score) and to stock-based awards (mix of performance-based RSUs and time-based RSUs). The Board’s stated rationale is that the program aligns management incentives with long-term shareholder value, encourages retention through multi-year vesting, and has previously received strong shareholder support. The vote is non-binding but used by the Compensation Committee to inform future program design; the company notes that prior say-on-pay votes received overwhelming support and that the Committee made some fiscal 2026 modifications to increase alignment (e.g., shifting PBRSU performance periods and metrics). Key governance considerations include the Company’s use of measurable financial and operational metrics, independent compensation committee oversight, use of an independent compensation consultant, and clawback and stock ownership guidelines to limit excessive risk-taking. Potential risks for investors include the potential for misalignment if performance metrics are not sufficiently rigorous or if the company revises metrics in ways that reduce pay-for-performance sensitivity; conversely, the structured incentives can motivate management toward near-term metric achievement at the expense of other long-term objectives. For an institutional investor evaluating the proposal, the prior high historical support and explicit changes to fiscal 2026 metrics are relevant context, as is the Company’s disclosure of pay versus performance and adjustments to PBRSU design. A vote in favor supports management’s current compensation framework while a vote against would signal investor dissatisfaction and could prompt further engagement or adjustments by the Compensation Committee.
Approve an amendment to the 2021 Stock-Based Compensation Plan to increase the number of shares available for issuance under the plan by 415,000 shares.
This management proposal seeks shareholder approval to increase the share reserve under the Company’s 2021 Stock-Based Compensation Plan by 415,000 shares to ensure sufficient capacity to grant equity awards to employees, officers, directors, and consultants. Management argues that the 2021 Plan is a core component of the company’s compensation program, used to deliver performance-based and time-based RSUs and other equity incentives that align employee interests with shareholders and support retention. The Board cites current and recent usage and projects that, absent the increase, the plan’s available shares would likely be exhausted before the next annual meeting; it therefore frames the amendment as necessary for ongoing talent management. Governance considerations include the plan’s limits on individual annual share grants, prohibitions on repricing without shareholder approval, a minimum vesting schedule for full-value awards, and Board/Committee administration, which together mitigate some dilution and governance risks. Dilution impact for shareholders should be assessed against the company’s existing outstanding awards, the historical burn rate (documented in the proxy), and the expected grant practices; the filing notes roughly 664,981 shares available as of December 31, 2025 and significant recent restricted stock grants. The proposal is routine for compensation plan governance but materially affects long-term shareholder dilution and requires shareholders to weigh the trade-off between dilution and the retention/ incentive benefits of equity grants. The Board recommends approval, arguing that the amendment will maintain the Company’s ability to motivate and retain talent and align management incentives with shareholder value creation; investors should consider the company’s historical pay-for-performance outcomes and the plan’s controls (e.g., award limits, vesting schedules) when deciding how to vote.
Ratify the appointment of KPMG LLP as MarineMax’s independent registered public accounting firm for the fiscal year ending September 30, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.8% | 2,154,698 | $58M |
| 2 | AMERICAN CENTURY COMPANIES INC | 9.6% | 2,120,402 | $57M |
| 3 | STATE STREET CORP | 4.2% | 933,937 | $25M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 4.2% | 933,429 | $25M |
| 5 | BOOTHBAY FUND MANAGEMENT, LLC | 3.9% | 859,493 | $23M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.9% | 854,676 | $23M |
| 7 | BlackRock, Inc. | 2.8% | 615,675 | $17M |
| 8 | LEVIN CAPITAL STRATEGIES, L.P. | 2.8% | 606,469 | $16M |
| 9 | Invesco Ltd. | 2.7% | 603,164 | $16M |
| 10 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.6% | 574,666 | $16M |
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