Amber Dillard
About Amber Dillard
Amber Dillard, age 40, has served as Chief Operating Officer (COO) of Lazydays Holdings, Inc. since September 17, 2024, after joining the company in 2011 and working across accounting, supply chain, vehicle purchasing, inventory management, and dealership operations . She holds a bachelor’s degree in accounting from Florida State University and furthered her education at the University of South Florida; she sits on the board of the Lazydays Employee Foundation and was named to the RV Industry Association’s inaugural “40 Under 40” class in 2017 . In September 2024 the board promoted her to COO with a mandate to lead relationships with OEM partners and dealership General Managers to drive operational performance . The company disclosed executive leadership transitions in late 2024 and early 2025, noting potential execution risks from turnover, which frames operational priorities under her remit .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lazydays Holdings, Inc. | Chief Operating Officer | Sep 2024–present | Leads OEM partner relationships and dealership GMs to drive operational performance and meet customer needs |
| Lazydays Holdings, Inc. | Vice President, Operations | Jan 2024–Sep 2024 | Operations leadership across functions, preparing for COO transition |
| Lazydays Holdings, Inc. | Various roles (accounting, supply chain, purchasing, inventory mgmt., dealership ops.) | 2011–2023 | Broad cross-functional experience supporting operational improvements |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lazydays Employee Foundation | Board Member | Not disclosed | Philanthropy focused on at-risk children in Lazydays’ communities |
| Public and Non-Profit Accounting | Internal Audit emphasis (prior to Lazydays) | Pre-2011 | Audit and control expertise foundational for operations/finance rigor |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | $273,539 |
| Retention Bonus ($) | $120,000 (for continued service through Dec 31, 2024) |
| All Other Compensation ($) | $6,787 |
| Total ($) | $662,826 |
Notes:
- The base annual salary was increased to $350,000 effective with her appointment as COO on Sep 17, 2024 (annual rate; the 2024 amount reflects partial-year service and prior role) .
Performance Compensation
| Incentive | Metric | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Short-Term Incentive Plan (STIP) | Not disclosed | Not disclosed | Not disclosed | $262,500 (paid on STIP standard schedule) | Cash; timing per STIP |
| RSUs (2018 Plan; contingent on financing close) | Close of qualifying financing transaction (election-dependent award structure) | Transaction close | Closed Feb 12, 2025 | 259,403 RSUs awarded | Vested on grant date Feb 12, 2025 |
Additional details (equity grant structure):
- Upon financing close, Dillard could elect RSUs valued at $200,000 vesting at closing or $350,000 vesting over three years following closing; she was awarded 259,403 RSUs at close and those RSUs vested on that date .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Beneficial Ownership (shares) | 202,339 |
| Percent of Class | Less than 1% |
| Shares Outstanding (as of Jun 10, 2025) | 110,294,164 |
| Newly Vested RSUs (Feb 12, 2025) | 259,403 (vested at grant) |
| Pledging | The company states there is no arrangement, including any pledge, the operation of which may result in a change of control; no individual pledging by Dillard disclosed |
| Insider Trading Policy | Policy in place; filed as Exhibit 19.1 to the 2024 Form 10-K |
Employment Terms
| Term | Detail |
|---|---|
| Offer Letter | Dated Sep 17, 2024 (COO appointment terms) |
| Base Salary | Increased to $350,000 annual on appointment |
| STIP | $262,500 payment on standard schedule; specific metrics not disclosed |
| Retention Bonus | $120,000 for continued service through Dec 31, 2024 |
| Equity Grants | RSUs contingent on financing close; award/vesting structure elected per agreement; 259,403 RSUs granted and vested on Feb 12, 2025 |
| Change-in-Control (Plan-Level) | Unvested awards generally vest immediately upon Change in Control unless award agreement provides otherwise; Committee may assume/substitute awards or pay cash equal to in-the-money value for vested awards |
| Clawback Policy | Adopted per SEC/Nasdaq rules; company conducted recovery analysis following restatement and determined no recovery required as adjustments did not impact incentive metrics in the relevant period |
| Severance / CoC Multiples | Not specifically disclosed for Dillard |
Say-on-Pay & Shareholder Feedback
| Item | Vote Count (Jul 3, 2025 Annual Meeting) |
|---|---|
| Advisory approval of NEO compensation (Say-on-Pay) | For: 93,921,880; Against: 518,270; Abstain: 57,709 |
| 2018 Plan share increase | For: 93,658,759; Against: 819,248; Abstain: 19,852 |
Investment Implications
- Pay-for-performance and retention: 2024 compensation combines base salary ($273,539), STIP ($262,500), and a retention bonus ($120,000), signaling both performance recognition and retention focus during a leadership transition year . Immediate vesting RSUs tied to financing close (259,403 granted and vested on Feb 12, 2025) align equity incentives with strategic capital actions; this structure can create near-term liquidity but also strengthens alignment if held .
- Alignment and potential selling pressure: Dillard’s beneficial ownership is 202,339 shares (<1% of outstanding), and she received a large RSU grant that vested immediately, which could present incremental selling pressure absent holding requirements; no pledging arrangements likely to result in change of control are disclosed and the company maintains an insider trading policy .
- Governance safeguards: Plan-level change-in-control provisions allow for accelerated vesting and cash-outs of vested in-the-money awards, increasing potential payout sensitivity to M&A scenarios; clawback policy compliant with SEC/Nasdaq was tested post-restatement with no recovery required, reducing retroactive compensation risk .
- Shareholder sentiment: Strong Say-on-Pay support and approval to increase plan share reserves suggest investor tolerance for equity-linked incentives amid operational turnaround efforts, supporting continuity and talent retention under the current leadership team .