Jeff Needles
About Jeff Needles
Jeff Needles, age 48, is Chief Financial Officer and Corporate Secretary of Lazydays Holdings, Inc. (Nasdaq: GORV) since January 6, 2025; he is a CPA with an MBA from Washington University and a BSBA from Saint Louis University’s John Cook School of Business . Prior roles include CFO positions in marine manufacturing and HVAC, and finance leadership posts in logistics and powersports, bringing FP&A, cost analysis, and operational efficiency expertise . Company performance context under his tenure shows improved Q1 2025 margins and deleveraging, following a challenging FY2024 with negative TSR and a net loss; Lazydays executed a 1-for-30 reverse split in July 2025 to address Nasdaq bid-price compliance .
Company performance context:
| Metric | Period | Value |
|---|---|---|
| Revenue ($USD Millions) | Q1 2025 | $165.8 |
| Gross Profit Margin (%) | Q1 2025 | 26.4% |
| Net Loss ($USD Millions) | Q1 2025 | $(9.5) |
| TSR – $100 initial investment (Year-end value) | FY 2024 | $4.43 |
| Net Income (Loss) ($USD Millions) | FY 2024 | $(163.7) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Warbird Marine Holdings (Yellowfin/Invincible) | Chief Financial Officer | May 2020–Jan 2025 | Led finance for multi-location marine OEM; FP&A, operational efficiency |
| United Enertech (PE-owned HVAC manufacturer) | Chief Financial Officer | Jan 2017–May 2020 | Cost analysis, financing, and operational improvements |
| Schnellecke Logistics USA; Mastercraft Boat Co.; Harley-Davidson Motor Co. | Finance leadership roles | Prior to 2017 | Financial management in logistics and powersports, operational effectiveness |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed |
Fixed Compensation
| Component | Terms | Amount/Detail |
|---|---|---|
| Base Salary | Annual | $350,000 |
| Target Annual Bonus | % of base; STIP | 50% of base salary; payout range set annually (0–150% of target) |
| 2025 Minimum Bonus | Guaranteed threshold | ≥$87,500 (50% of target) if employed through payment date |
| Benefits | Standard plans | Eligible per company plans; reimbursement for initial health coverage if benefits start later |
| Relocation | Lump sum | $30,000; clawback if resignation/termination for cause before Dec 31, 2026 |
| Housing Allowance | Temporary | $2,500/month for first six months of 2025 (taxable) |
Performance Compensation
Annual equity awards target 50% of base, split evenly between time-based RSUs and EPS-linked performance equity, granted under the Amended & Restated 2018 LTIP at Board/Comp Committee discretion .
| Incentive Type | Metric | Weighting | Target/Payout | Vesting |
|---|---|---|---|---|
| Time-based equity (RSUs/options) | Service | 50% of annual equity | Target grant ≥ 25% of base salary (half of total equity target) | 1/3 per year over 3 years from grant date |
| Performance-based equity | Earnings per share over 3 years | 50% of annual equity | Threshold 50% of target; max 2x target; vest only at end of 3-year term if goals met | Cliff vest at end of 3-year performance period |
| Plan mechanics (LTIP) | Multiple measures permissible (EBITDA, adjusted EBITDA, TSR, stock price, ROIC, etc.) | As set by Committee | Committee discretion each cycle | Per award agreements |
| Change-in-control | Company-level event | — | Unvested awards accelerate unless award agreement specifies otherwise | Immediate vesting upon CoC |
Clawback policy: SEC/Nasdaq-compliant; following the FY2024 restatement, the Company’s recovery analysis found no erroneously awarded incentive compensation requiring recoupment .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 0 shares reported as of June 10, 2025; <1% of class |
| Vested/Unvested Equity | Individual award details for Needles not disclosed; annual grants typically issued Mar/Apr |
| Options (Exercisable/Unexercisable) | Not disclosed for Needles; overall 2018 Plan outstanding options 1,732,768 at 12/31/2024 |
| Stock Ownership Guidelines | CFO required to hold stock equal to 3x base salary; shares, unexercised options, unvested RSUs count; expected to achieve within 3 years of April 2022 adoption |
| Hedging/Pledging | Hedging and short sales prohibited; pledging not specifically disclosed |
Employment Terms
| Provision | Terms |
|---|---|
| Start Date; Role | January 6, 2025; CFO & Corporate Secretary; reports to CEO |
| Termination (Company without Cause or Resignation for Good Reason) | Severance equal to 12 months base salary, payable in installments; COBRA reimbursement (12 months difference to employee rate); service deemed to continue 18 months for vesting purposes on outstanding equity; subject to signed release |
| Good Reason | Material diminution of authority/duties or material breach by Company, subject to notice/cure |
| Non-Compete | 12 months post-termination; RV dealership business in geographies where Company operates |
| Non-Solicit | 12 months post-termination; employees and customers |
| Confidentiality/Non-Disparagement | Ongoing; injunctive relief available for breach |
| Governing Law/Venue | Florida; jury trial waived |
| Insider Trading/Ownership Policies | Acknowledges and must comply; stock ownership/holding requirements |
| Change-in-Control (Plan-level) | Unvested LTIP awards accelerate upon CoC unless otherwise specified |
Performance & Track Record
| Area | Evidence |
|---|---|
| Q1 2025 operational improvements | Gross profit margin rose to 26.4% with improved margins across product lines; loss from operations narrowed; deleveraging via ~$145M debt repayment following divestitures |
| FY2024 baseline | Net loss $(163.7)M; TSR indicator—$100 investment worth $4.43 at 2024 year-end; significant impairments and high interest costs |
| Capital actions | Rights offering (Feb 2025); PIPE and preferred exchange (Nov–Dec 2024); 1-for-30 reverse split (July 2025); bid-price deficiency disclosed Jan 2025 |
Governance & Compensation Oversight
| Topic | Detail |
|---|---|
| Compensation Committee | DeVincenzi (Chair), Comstock, Fredlake; met nine times in 2024 |
| Clawback Policy | Adopted per SEC/Nasdaq; no recovery required post-2024 restatement |
| Say-on-Pay cadence | Next advisory vote scheduled for 2027 annual meeting |
Risk Indicators & Red Flags
- Financial reporting restatement (FY2024) and identified material weaknesses in ITGCs and staffing; going-concern disclosure citing liquidity constraints and reduced revolver access .
- Nasdaq bid-price deficiency noted Jan 2025; reverse split executed July 2025 to regain compliance .
- Concentrated ownership and related-party term loan (Coliseum), with warrants and cross-default provisions; higher-cost debt .
Investment Implications
- Alignment: Needles’ pay mix emphasizes multi-year EPS-based vesting and stock ownership guidelines (3x salary), supporting pay-for-performance; LTIP change-in-control single-trigger acceleration is a potential overhang in event-driven scenarios .
- Retention and selling pressure: Severance (12 months base) and 18-month deemed service for vesting mitigate near-term forced selling; 12-month non-compete/non-solicit increase retention costs if departure occurs .
- Skin-in-the-game: No beneficial ownership reported as of June 10, 2025; with annual equity grants and guidelines counting unvested awards, expect ownership to build, but current visibility is limited .
- Execution risk vs. turnaround: Q1 2025 margin improvements and debt reduction are positives, but material weaknesses, going-concern, and capital structure (variable-rate floorplan, related-party term loan) heighten risk; reverse split and bid-price issues indicate ongoing market instability .