Bonnie Biumi
MARINEMAXAbout Bonnie Biumi
Bonnie Biumi, age 62, joined MarineMax’s Board in September 2024 and is an independent director with four decades of financial and operational experience, including serving as President and Chief Financial Officer of Kerzner International Resorts (2007–2012). She holds a B.S. in Accounting from the University of Florida, is a certified public accountant, and is designated by the Board as an audit committee financial expert. She is currently nominated to continue as a Class III director with a term expiring in 2028.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kerzner International Resorts, Inc. | President & CFO | 2007–2012 | Led finance and operations; foundational audit expertise |
| NCL Corporation Ltd. (NYSE: NCLH) | Senior finance roles | Not disclosed | Deep cruise industry finance experience |
| Royal Caribbean Cruises Ltd. (NYSE: RCL) | Senior finance roles | Not disclosed | Global operations exposure |
| Neff Corporation | Senior finance roles | Not disclosed | Corporate finance leadership |
| Peoples Telephone Company, Inc. | Senior finance roles | Not disclosed | Telecom financial operations |
| Price Waterhouse | Early career | Not disclosed | Public accounting background |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Kite Realty Group (NYSE: KRG) | Board of Trustees | Current | Audit Committee member |
| Caesars Entertainment (NASDAQ: CZR) | Board of Directors | Current | Audit Committee member |
| Virgin Cruises Limited (private) | Board of Directors | Current | Audit Committee Chair |
| Virgin Cruises Intermediate Limited (private) | Audit Committee Chair | Current | Audit leadership |
| Isle of Capri Casinos, Inc. | Board of Directors | 2012–2017 | Not disclosed |
| Home Properties, Inc. | Board of Directors | 2013–2015 | Not disclosed |
Board Governance
- Independence: The Board determined Ms. Biumi is independent under NYSE standards (no material relationship with the company).
- Committees: Audit Committee Chair; member of Nominating/Corporate Governance; independent and designated audit committee financial expert.
- Board classification: Class III director; nominated for reelection; staggered board viewed as supporting continuity and long-term value.
- Attendance: In FY2024, the Board met eight times and no director attended fewer than 75% of Board and committee meetings; all directors attended the annual meeting.
- Committee activity: FY2024 meetings — Audit (8), Compensation (3), Nominating/Corporate Governance (8).
- Audit Committee report: Audit Committee held eight meetings, reviewed financial statements, auditor independence and internal controls; report signed January 3, 2025 by Chair Bonnie Biumi.
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Quarterly director fee | $18,750 per quarter | Cash, stock, or mix at director’s election (effective Oct 1, 2024) |
| Audit Committee Chair fee | $25,000 per year | Additional to base fees |
| Audit Committee member fee | $7,500 per year | Additional to base fees |
| Compensation Committee Chair fee | $17,500 per year | Additional to base fees |
| Compensation Committee member fee | $5,000 per year | Additional to base fees |
| Nominating/Corporate Governance Chair fee | $15,000 per year | Additional to base fees |
| Nominating/Corporate Governance member fee | $3,000 per year | Additional to base fees |
| Board Chair fee | $150,000 per year | Additional to base fees |
| FY 2024 Director Compensation – Bonnie Biumi | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash | $25,750 |
| Stock and Option Awards (grant-date fair value) | $94,083 |
| Total | $119,833 |
- Notes: Several directors elected to receive retainers in stock; newly appointed non‑employee directors receive options to acquire 5,000 shares, vesting 33% per year beginning on the grant date.
- Aggregate grant-date fair value of non‑employee director stock and options in FY2024 was approximately $1,354,110.
Performance Compensation
| Equity Grant Type | Annual Value/Quantity | Vesting | Performance Metrics |
|---|---|---|---|
| Restricted Shares (annual) | $140,000 | Vests 1 year after grant date | None disclosed; time-based vesting |
| New Director Stock Options | 5,000 options | Vest 33% per year beginning grant date | None disclosed; time-based vesting |
| Bonnie Biumi FY2024 Stock/Option Awards | $94,083 (grant-date fair value) | See schedules above | No performance conditions disclosed |
- The proxy does not disclose director award performance metrics (e.g., TSR, EBITDA); director equity is time‑based.
Other Directorships & Interlocks
| Company | Sector | Committee Role | Potential Interlock/Conflict with HZO |
|---|---|---|---|
| Kite Realty Group (KRG) | REIT | Audit Committee member | No MarineMax business relationship disclosed |
| Caesars Entertainment (CZR) | Gaming/Leisure | Audit Committee member | No MarineMax business relationship disclosed |
| Virgin Cruises entities (private) | Cruise | Audit Committee Chair | Marine leisure adjacency, but no transactions disclosed with MarineMax |
| Prior: Isle of Capri Casinos | Gaming | Director | No MarineMax business relationship disclosed |
| Prior: Home Properties | REIT | Director | No MarineMax business relationship disclosed |
- Related party transactions oversight resides with the Audit Committee, which reviews and approves transactions with directors and their affiliates.
- No related‑party transactions involving Ms. Biumi are disclosed.
Expertise & Qualifications
- Audit committee financial expert designation; significant CFO experience and public accounting background.
- Extensive finance, operations, and risk management expertise in leisure, real estate, and corporate environments.
- CPA with B.S. in Accounting; strong governance and audit oversight credentials.
Equity Ownership
| As of Record Date (Dec 30, 2024) | Shares |
|---|---|
| Beneficially Owned (total) | 1,667 (<1%) |
| Vested Options (Exercisable within 60 days) | 1,667 |
| Unvested Options (Not exercisable) | 3,333 |
| Unvested RSUs (Not outstanding in beneficial ownership) | 4,633 |
- Hedging and pledging: Directors are prohibited from hedging company equity and from pledging shares.
- Stock ownership guidelines: Directors expected to own 1–5x annual retainer within five years of joining the Board; compliance expected within the timeline.
Governance Assessment
- Strengths: Independent director; Audit Committee Chair; audit committee financial expert; strong attendance culture at the Board and committees; robust audit oversight documented; prohibitions on hedging/pledging; clear director ownership guidelines. These factors support board effectiveness and investor alignment.
- Incentive alignment: Director pay mix weighted to equity (FY2024: ~$94k equity vs ~$26k cash for Biumi), consistent with alignment objectives; equity is time‑based rather than performance‑conditioned, typical for directors.
- Potential conflicts: Multiple external audit roles in leisure/real estate and chair roles at Virgin Cruises; Audit Committee explicitly oversees and must approve any related‑party transactions; no specific conflicts disclosed. Continue monitoring for any business ties between MarineMax and entities where Ms. Biumi has roles.
- Refreshment/tenure: New appointment in 2024 with nomination to a full three‑year term; part of broader board refresh noted by retirements in 2024, which can improve oversight dynamism.
- RED FLAGS: None disclosed regarding related‑party transactions, attendance shortfalls, pledging, or legal proceedings. Maintain vigilance on interlocks and any future related‑party dealings given her external board portfolio.