Robert DeVincenzi
About Robert T. DeVincenzi
Robert T. DeVincenzi, age 65, has served on the GORV Board since October 2021, became Chairman in June 2024, and previously served as interim CEO from January 1, 2022 to September 5, 2022. He is independent under Nasdaq/SEC rules, qualified as an “audit committee financial expert,” and holds a MA (Organizational Leadership, Gonzaga), BS (Business Administration, Cal Poly SLO), and completed Stanford Directors’ College . The Board’s leadership structure currently separates the Chair (DeVincenzi) from the CEO role .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lazydays Holdings, Inc. (GORV) | Interim Chief Executive Officer | Jan 1, 2022 – Sep 5, 2022 | Led transition period; later became independent Chairman |
| Redflex Holding Limited (ASX:RDF) | Director; earlier President & CEO | 2014 – 2021 | Led road/vehicle/pedestrian safety tech company |
| Inkra Networks, Inc. | President & CEO | 2004 – 2005 | Telecom networking leadership |
| Ignis Optics Inc. | Chief Executive Officer | 2003 – 2004 | Telecom optics leadership |
| California State University, Monterey Bay | Adjunct Professor (Entrepreneurship & Strategic Management) | 2014 – 2022 | Academic engagement; governance perspective |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Universal Technical Institute, Inc. (NYSE: UTI) | Non‑Executive Chairman; Director | Since 2017 | Current public company chair; board expertise |
| Lupine Venture Group | Principal Partner | Since 2014 | Strategic consulting/corporate development advisory |
Board Governance
- Chair of the Board; independent director; Board separates Chair and CEO, with DeVincenzi as Chair and Fleming as CEO, deemed appropriate for oversight focus .
- Compensation Committee: Chair (members Comstock, Fredlake); nine meetings in 2024; oversees CEO/exec pay, incentive/equity plans, and can delegate plan administration .
- Audit Committee: Members Fredlake (Chair), Comstock, Scarola; DeVincenzi is not listed as a member but the Board determined he qualifies as an “audit committee financial expert” under SEC rules; Audit Committee held four meetings in 2024 and reviews related‑party transactions .
- Nominating & Governance Committee: Members Comstock (Chair), Fredlake, Scarola; two meetings in 2024; handles board composition, governance practices, and annual board evaluations .
- Attendance: Board held 15 meetings in 2024; no director attended fewer than 75% of combined board/committee meetings served .
- Term/Classification: DeVincenzi is a Class B director with term expiring at the 2026 annual meeting .
- Policies: Hedging/short sales prohibited for directors; stock ownership guidelines require non‑employee directors to hold at least 4× annual retainer, with three years to reach targets .
Fixed Compensation
| Director Compensation (FY2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 277,500 |
| Stock Awards (grant‑date fair value) | 32,602 |
| Option Awards | — |
| Total | 310,102 |
| Board/Committee Cash Fee Schedule (Non‑Employee Directors) | Amount ($) |
|---|---|
| Annual Board Cash Retainer | 65,000 |
| Audit Committee Member (non‑Chair) | 10,000 |
| Compensation Committee Member (non‑Chair) | 7,500 |
| Nominating & Governance Committee Member (non‑Chair) | 5,000 |
| Audit Committee Chair | 20,000 |
| Compensation Committee Chair | 15,000 |
| Nominating & Governance Committee Chair | 10,000 |
| Special Committee service (as applicable) | Additional cash compensation in 2024 |
Notes: Director compensation reflects cash retainers, committee fees, and equity awards expensed at grant‑date fair value; methodology per FASB ASC 718 .
Performance Compensation
| Equity Award Structure & Metrics | Details |
|---|---|
| FY2024 Director Stock Award (grant‑date fair value) | $32,602 |
| Shares subject to stock awards (as of Dec 31, 2024) | 16,667 |
| Option awards granted in FY2024 | Not granted to DeVincenzi (—) |
| Performance metrics tied to director equity | None disclosed; awards appear time‑based (no TSR/ESG metrics specified) |
| Vesting schedules (dates/conditions) | Not disclosed in proxy for director grants |
Other Directorships & Interlocks
| Company | Role | Committee/Chair | Interlocks/Exposure |
|---|---|---|---|
| Universal Technical Institute (NYSE: UTI) | Non‑Executive Chairman; Director | Not disclosed in GORV proxy | No GORV supplier/customer interlock disclosed |
| Redflex Holding Limited (ASX:RDF) | Director; earlier President & CEO | Not applicable | Prior role; no GORV related‑party exposure disclosed |
No related‑party transactions involving DeVincenzi were disclosed; Audit Committee reviews related‑party transactions per charter .
Expertise & Qualifications
- Audit committee financial expert designation; broad public company board experience and strategy leadership .
- Industry/functional background across technology, services, and education; governance credentials reinforced by Stanford Directors’ College .
- Board notes his “significant business leadership and strategy development experience” .
Equity Ownership
| Beneficial Ownership (as of June 10, 2025) | Shares | % of Class |
|---|---|---|
| Robert DeVincenzi | 106,029 (includes options exercisable within 60 days) | <1% |
| Shares Outstanding (reference for % calc) | 110,294,164 | — |
| Director Equity Positions (as of Dec 31, 2024) | Shares |
|---|---|
| Stock awards outstanding | 16,667 |
| Option awards outstanding (director category) | — |
| Options exercisable within 60 days of June 10, 2025 (beneficial ownership) | 37,964 |
- Ownership guidelines: Directors required to hold at least 4× annual retainer; expected to reach target within three years (adopted April 2022). Compliance status for DeVincenzi not disclosed .
- Hedging/shorting prohibited; no pledging arrangements or change‑of‑control‑related arrangements disclosed as affecting control .
Governance Assessment
- Board effectiveness: As independent Chairman and Compensation Committee Chair, DeVincenzi centralizes oversight of pay/incentives, with nine Compensation Committee meetings in 2024 indicating active engagement. Audit Committee handles related‑party reviews; Board held 15 meetings with strong attendance, supporting governance rigor .
- Alignment and incentives: Director pay mix includes significant cash (special committee fees contributed) and annual equity ($32.6K fair value; 16,667 shares outstanding), with ownership guidelines at 4× retainer—alignment mechanisms in place, though exact compliance is not disclosed .
- Independence and conflicts: Board affirms independence (except CEO); no DeVincenzi‑specific related‑party transactions disclosed. His advisory firm (Lupine) is disclosed as background only; no company dealings indicated. Audit Committee charter mandates related‑party scrutiny and recusal of interested directors .
- Shareholder signals: 2025 annual meeting showed strong support for say‑on‑pay (93.9M for, 0.5M against) and equity plan share increase (93.7M for), reinforcing investor confidence in compensation governance overseen by his committee .
- Ownership concentration: Coliseum Capital and associates held 78.6% as of June 10, 2025, which can reduce public float influence on governance outcomes; not a DeVincenzi‑specific issue but relevant to board dynamics .
RED FLAGS: None disclosed regarding DeVincenzi’s related‑party transactions, hedging/pledging, or attendance. Elevated cash fees in 2024 were partly due to special committee service; monitor future fee mix and equity guideline compliance for alignment .