Adam Johnson
MARINEMAXAbout Adam M. Johnson
Adam M. Johnson (age 53) is an independent Class II director of MarineMax (HZO), serving since September 2021; his term expires in 2027 . He is Chairman and Chief Executive Officer of NetJets, Inc. (a Berkshire Hathaway company) and holds a bachelor’s degree in business management from Ohio State University; he is also a licensed pilot . The HZO Board has affirmatively determined Mr. Johnson is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NetJets, Inc. | Chairman & CEO | June 2015–present | Executive leadership of Berkshire Hathaway aviation subsidiary; strategic insights cited by HZO Board |
| NetJets, Inc. | President, Global Sales, Marketing & Service | Not disclosed (part of 25-year career) | Commercial leadership |
| NetJets Administrative Services | Senior Vice President | Not disclosed | Administrative leadership |
| NetJets | Senior Vice President of Logistics | Not disclosed | Operations/logistics leadership |
| NetJets Aviation Flight Center | Executive Director | Not disclosed | Aviation operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NetJets, Inc. (Berkshire Hathaway) | Chairman & CEO | June 2015–present | Private company; no HZO proxy disclosure of public company directorships for Johnson |
Board Governance
- Committee assignments: Member, Compensation Committee; the committee is chaired by George E. Borst and includes Messrs. Moore, Borst, Johnson, Ms. Romero, and Ms. White .
- Independence: Board determined Johnson is independent under NYSE rules .
- Attendance: The Board met eight times in FY2024; no director attended fewer than 75% of Board and applicable committee meetings. Compensation Committee met three times; Nominating/Corporate Governance eight; Audit eight .
- Executive sessions: Non-employee directors meet regularly without management; at least one session yearly includes only independent directors; the Board Chair presides .
- Board structure: Independent Chair (Rebecca White, elected June 2024) and classified board; Johnson is Class II with term expiring 2027 .
- Shareholder rights: Special meetings require 50% ownership to call; majority voting standard in uncontested elections .
Fixed Compensation
| Component | Detail | FY2024 Amount (Johnson) |
|---|---|---|
| Quarterly director retainer | $18,750 per quarter; payable in cash, stock, or a mix (director election) | $80,000 fees earned; Johnson elected shares in lieu of cash for $80,000 |
| Committee membership fees | Compensation Committee member fee $5,000 annually | Included within fees earned |
| Audit Committee fees | Chair $25,000; member $7,500 | Not applicable (Johnson not an Audit member) |
| Nominating/Corp Gov fees | Chair $15,000; member $3,000 | Not applicable (Johnson not a member) |
| Equity grant (annual) | Restricted shares equal to $140,000; one-year vest | $140,003 stock awards |
| New director option grant | 5,000 options; vest 33% per year from grant date | 5,000 options outstanding |
| FY2024 Director Compensation (Johnson) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash/Stock | 80,000 |
| Stock and Option Awards | 140,003 |
| Total | 220,003 |
Performance Compensation
| Element | Metrics | Vesting/Terms | Notes |
|---|---|---|---|
| Annual restricted stock | None disclosed for directors (time-based RS) | Vests one year after grant | Not performance-linked |
| New director options | None disclosed for directors (time-based options) | 5,000 options, vest 33% per year from grant date | Alignment via equity; no performance conditions |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed in HZO proxy for Johnson |
| Interlocks/comp committee conflicts | HZO discloses no compensation committee interlocks or insider participation conflicts in FY2024; Johnson was a member and had no contractual relationships with HZO beyond serving as director |
Expertise & Qualifications
- Executive leadership with 25-year career at NetJets (Berkshire Hathaway), including CEO since 2015; HZO cites his experience providing “deep insight into the strategic views of a world-class group of companies” .
- Business management education (Ohio State University) and aviation domain knowledge (licensed pilot) .
Equity Ownership
| As of Record Date (Dec 30, 2024) | Shares |
|---|---|
| Beneficially owned (including options exercisable within 60 days) | 25,552 |
| Options included in beneficial ownership | 5,000 |
| Unvested RSUs (excluded from beneficial ownership count) | 4,633 |
| Ownership % of outstanding shares | Less than 1% |
| Shares outstanding at Record Date | 22,692,065 |
| Hedging/Pledging | Company policy prohibits director/officer hedging and pledging |
| Stock ownership guidelines | Directors expected to acquire shares equal to one-to-five times annual retainer within five years |
Governance Assessment
- Strengths: Independent status; active Compensation Committee membership; full attendance record; election to receive annual retainer in shares (alignment signal); no compensation committee interlocks; robust anti-hedging/pledging policy; independent Chair; annual third-party board evaluations (Boardspan) .
- Shareholder sentiment: Strong say-on-pay approval at 2025 annual meeting (For: 17,832,246; Against: 169,434; Abstain: 123,472) .
- Watch items: Berkshire Hathaway affiliation (NetJets) warrants monitoring for any related-party dealings; none disclosed for Johnson in HZO’s “Certain Transactions and Relationships” section . Classified board and 50% special meeting threshold modestly reduce immediate shareholder influence in change-of-control or urgent governance actions .
Overall, Johnson’s independence, committee participation, attendance, and equity-heavy director pay (including electing equity in lieu of cash) support alignment and board effectiveness; no conflicts or related-party exposures are disclosed in HZO filings for Johnson .