Ron Fleming
About Ron Fleming
Ronald K. Fleming (age 66) has served as Lazydays Holdings, Inc. (GORV) Interim CEO and Director since September 14, 2024 and was appointed permanent Chief Executive Officer on July 9, 2025; he previously served as Senior Vice President of Operations until retiring in August 2023, and earlier led the Tampa flagship location and national operations after joining in 2013 (prior 15 years as owner/operator of Travel Country RV Center) . Company performance context during 2022–2024: TSR deteriorated sharply in 2024, and the company reported a net loss; these figures frame the turnaround mandate referenced by the Board and in the CEO appointment press release .
Performance context (company-level)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of initial $100 investment (TSR) | 73.48 | 43.43 | 4.43 |
| Net Income (Loss) ($000s) | 66,393 | (110,266) | (163,712) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lazydays Holdings, Inc. | Interim CEO and Director | Sep 2024–Jul 2025 (interim), Director since Sep 2024 | Led operational turnaround planning and transactions to stabilize business per Board statements |
| Lazydays Holdings, Inc. | Senior Vice President of Operations | Through Aug 2023 | Oversaw daily operations; key leader through 2018 public listing and >20 location growth |
| Lazydays Holdings, Inc. | VP & National General Manager; GM Tampa | 2013–promotion years | Ran flagship Tampa dealership; scaled to overseeing all locations |
| Travel Country RV Center | Owner/Operator | ~1997–2012 | Built and exited business via sale in 2012 |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Travel Country RV Center | Owner/Operator | ~15 years to 2012 | Built and sold independent RV dealership |
Fixed Compensation
| Item | Details |
|---|---|
| Base salary (agreement) | $37,500 per month under Sept 14, 2024 letter agreement (annualized $450,000) |
| 2024 salary paid | $112,500 (partial-year service as Interim CEO) |
| Benefits eligibility | Participation in company benefit plans; STIP awards at Board/Comp Committee discretion |
| Director pay | No additional compensation for board service while serving as executive |
2024 Named Executive Officer (NEO) compensation (Fleming)
| Component ($) | FY 2024 |
|---|---|
| Salary | 112,500 |
| Bonus | — |
| Stock awards | — |
| Option awards (grant-date fair value) | 1,350,000 |
| Non-equity incentive plan comp | — |
| All other compensation | 257,854 |
| Total | 1,720,354 |
Performance Compensation
- Equity option award: As part of his Interim CEO appointment, Fleming received an option (outside the 2018 Plan) to purchase 1,500,000 shares at $2.00 per share, subject to specified vesting conditions (not disclosed in detail) . These 1,500,000 units were unvested/“unearned” as of 12/31/2024 with a reported value of $1,350,000 .
- STIP/annual metrics: The proxy cites STIP usage company-wide; however, specific CEO performance metrics, weightings, and payouts for 2024 were not disclosed for Fleming .
Option award summary
| Instrument | Grant | Strike | Vesting | Status at 12/31/24 |
|---|---|---|---|---|
| Non-plan stock option | 1,500,000 shs | $2.00 | Subject to vesting conditions (not detailed) | Unvested/“unearned”; $1,350,000 reported value |
Note: On June 12, 2025, GORV’s share price closed at $0.25, implying this option was significantly out-of-the-money at that time (reducing near-term selling pressure if/when vesting occurs) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (6/10/2025) | 0 shares beneficially owned by Ronald K. Fleming |
| Vested vs. unvested | 1,500,000 option-equivalent units listed as unearned/unvested at 12/31/2024 |
| Options exercisable | None reported as exercisable within 60 days (as of 6/10/2025) |
| Hedging/shorting policy | Hedging and short sales prohibited for directors/officers/employees |
| Pledging | No pledging disclosures; policy text provided addresses hedging; pledging not explicitly described in excerpts |
| Stock ownership guidelines (CEO) | Required holdings: ≥4x base salary; counts include owned shares, unexercised options, and unvested RSUs; expected to achieve within 3 years of adoption (Apr 2022) |
| Compliance status | Not disclosed; as of 6/10/2025, beneficial ownership shows 0 shares; guidelines count unexercised options/unvested RSUs toward compliance |
Employment Terms
| Term | Fleming Agreement / Related Governance |
|---|---|
| Effective dates | Interim CEO & Director start Sept 14, 2024; title changed to CEO on July 9, 2025; other terms unchanged |
| Termination economics | If service terminates for any reason, sole compensation is accrued unpaid salary, vested benefits, and reimbursed expenses; no severance provided |
| Change-of-control | Company’s Amended 2018 Plan provides unvested awards become vested upon a Change in Control unless otherwise provided; Fleming’s 1.5M option was granted outside the 2018 Plan and its CIC acceleration terms were not disclosed |
| Clawback | Company has a clawback policy compliant with SEC/Nasdaq; after a 2024 financial restatement, no recovery was required (metrics unaffected) |
| Indemnification | Company entered into indemnification agreements with directors and specified officers (incl. board members) to indemnify/advance expenses to fullest extent permitted by law - |
Board Governance
- Board role and class: Fleming is a continuing Class C director with term expiring at the 2027 annual meeting .
- Leadership structure: Non-executive Chairman (Robert DeVincenzi); CEO is Ronald K. Fleming; roles are separated .
- Independence: All directors except Fleming are independent under Nasdaq/SEC rules .
- Committees: Audit (Fredlake Chair, Comstock, Scarola); Compensation (DeVincenzi Chair, Comstock, Fredlake); Nominating & Governance (Comstock Chair, Fredlake, Scarola). No indication Fleming serves on committees .
- Attendance: Board held 15 meetings in 2024; no director attended fewer than 75% of required meetings .
- Director compensation: Non-employee director retainers/stock awards disclosed; executives do not receive extra pay for board service .
Director compensation policy snapshot (for context)
| Component | Amount |
|---|---|
| Annual cash retainer (board) | $65,000; committee member fees: Audit $10,000, Comp $7,500, N&G $5,000; Chairs higher: Audit $20,000, Comp $15,000, N&G $10,000 |
Compensation Structure Analysis
- 2024 pay mix: Majority of Fleming’s 2024 compensation was the non-plan option grant ($1.35M fair value) with relatively modest cash salary due to partial-year service; no annual bonus disclosed for Fleming . This concentrates incentives on share-price/value creation, but vesting details were not disclosed .
- Plan design flexibility: The 2018 Plan allows multiple performance measures (EBITDA, adjusted EBITDA, TSR, cash flow, ROIC, etc.), enabling future PSU designs; however, specific CEO metrics/weights/payouts for 2024 were not disclosed .
- Equity pool/dilution: Proposal to add 12,000,000 shares to the 2018 Plan (before any reverse split) with a three-year average burn rate of ~1.3%; overhang would rise to ~11.2% if approved (as of 12/31/2024) . This supports continued equity-based incentives but introduces dilution risk .
- Reverse split path: Board sought authority for a 1-for-2 to 1-for-30 reverse split to address Nasdaq $1 minimum bid compliance, noting the 6/12/2025 share price was $0.25 . Reverse split mechanics affect all outstanding shares/options equitably per plan; the non-plan option terms are not detailed for split adjustments .
Risk Indicators & Red Flags
- Restatement: Financials for FY2024 were restated; clawback review concluded no recovery due (comp metrics unaffected) .
- Concentrated ownership: Coliseum Capital and affiliates held ~78.6% as of Nov 19, 2024/June 2025 data, indicating sponsor control dynamics -.
- Listing compliance: Company received Nasdaq minimum bid deficiency notice (Jan 23, 2025) and pursued reverse split authority; delisting risk noted if not remedied -.
Say-on-Pay & Shareholder Feedback
- Say-on-pay: Company is not required to hold say-on-pay in 2025; next say-on-pay expected at 2027 annual meeting .
Expertise & Qualifications
- Industry tenure: >40 years in RV industry including leadership in dealership operations and scaling multi-location footprint; led through public listing in 2018 .
- Turnaround mandate: Board cited his operational turnaround plan and execution of stabilizing transactions during interim tenure .
Equity Ownership & Alignment (Detail Table)
| Category | Shares/Units | Notes |
|---|---|---|
| Common stock owned (beneficial) | 0 | As of June 10, 2025 |
| Options – unvested/unearned | 1,500,000 | Strike $2.00; non-plan grant; value $1,350,000 at 12/31/2024; vesting conditions undisclosed |
| Options – exercisable (60-day window) | 0 | As of June 10, 2025 |
| RSUs/PSUs | — | Not disclosed for Fleming |
| Hedging/shorting policy | Prohibited | Applies to directors/officers |
| Ownership guidelines | CEO ≥4x salary | Includes unexercised options and unvested RSUs in calculation |
Board Governance (Detail)
| Aspect | Status |
|---|---|
| Role | Director (Class C), term expiring 2027 |
| Chair/CEO duality | Separated (Chair: Robert DeVincenzi; CEO: Fleming) |
| Independence | All directors other than Fleming are independent |
| Committees | Not listed as serving on Audit/Comp/N&G (independent members disclosed) |
| Attendance | ≥75% attendance for all directors in 2024; 15 board meetings |
Investment Implications
- Pay-for-performance alignment: Fleming’s 2024 package is highly equity-oriented via a large, currently out-of-the-money non-plan option at $2.00 strike; near-term selling pressure is low, but the absence of disclosed vesting metrics and no severance may impact retention leverage if external opportunities arise .
- Ownership alignment gap: Beneficial ownership shows 0 shares as of June 10, 2025; while guidelines allow counting unvested RSUs and unexercised options, disclosed ownership appears below the CEO guideline threshold pending vesting/accrual, which may be viewed as a short-term alignment weakness .
- Governance structure: Separation of Chair and CEO roles and majority independent board/committees are positives; Fleming does not sit on key committees, mitigating dual-role concerns -.
- Incentive capacity vs dilution: The proposed 12 million share increase to the equity plan supports future performance-based awards but elevates potential dilution (overhang ~11.2% if approved), which investors should monitor alongside reverse split dynamics and bid-price compliance steps .
- Turnaround execution risk: Company TSR and net losses in 2024 underscore execution risk; Board’s rationale cites Fleming’s operational expertise and prior scaling success, but outcomes will hinge on sustained operational improvements and capital structure management .
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