George Borst
MARINEMAXAbout George E. Borst
George E. Borst (age 76) is an independent director at MarineMax (HZO) serving since May 2016. He is Chair of the Compensation Committee and a member of the Audit Committee, and is designated an “audit committee financial expert.” Borst previously served as President & CEO of Toyota Financial Services, Americas (2002–2013) and held senior roles at Toyota and Lexus; he has served on the Board of Trustees for PIMCO Funds since 2015 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Toyota Financial Services (Americas) | President & CEO | 2002–2013 | Responsible for all operational and financial activities in North & South America |
| Toyota Motor/Lexus Division | Marketing, Product Planning & Strategy; General Manager & Group VP | 1985–2002 | Senior operating leadership across product and brand management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PIMCO Funds | Trustee (Board of Trustees) | Since 2015 | Oversight of fund governance and shareholder interests |
Board Governance
- Committee assignments: Compensation Committee Chair; Audit Committee member; not listed on Nominating/Governance Committee .
- Independence: Board determined Borst is independent under NYSE standards .
- Attendance and engagement: In FY2024 the Board held 8 meetings (Audit 8; Compensation 3; Nominating/Governance 8); no director attended fewer than 75% of meetings, and all directors attended the annual meeting .
- Executive sessions: Non-employee directors meet in regular executive sessions; at least one per year includes only independent directors .
- Governance structures and safeguards: Classified (staggered) board aimed at continuity; Board cites de facto takeover safeguards while preserving long-term value; periodic refresh noted (three retirements in 2024; one new director) . Hedging and pledging prohibited for directors/officers; stock ownership guidelines require directors to hold 1–5x annual retainer (expected compliance within five years of appointment) .
- Compensation Committee interlocks: None disclosed for FY2024; committee members had no contractual relationships beyond directorships .
Fixed Compensation
Policy schedule applicable to non-employee directors (effective October 1, 2024):
| Component | Amount | Notes |
|---|---|---|
| Quarterly director fee | $18,750 | Payable in cash, stock, or mix (annual equivalent $75,000) |
| Audit Chair | $25,000 | Additional annual fee |
| Audit member | $7,500 | Additional annual fee |
| Compensation Chair | $17,500 | Additional annual fee |
| Compensation member | $5,000 | Additional annual fee |
| Nominating/Gov Chair | $15,000 | Additional annual fee |
| Nominating/Gov member | $3,000 | Additional annual fee |
| Board Chair | $150,000 | Additional annual fee |
| Annual equity (restricted common stock) | $140,000 | Vests one year after grant |
FY2024 director compensation reported (George E. Borst):
| Name | Cash Fees | Stock/Option Awards | Total |
|---|---|---|---|
| George E. Borst | $87,500 | $140,003 | $227,503 |
Performance Compensation
- Director equity is time-based, not performance-based: annual restricted shares valued at $140,000; vesting after one year; newly appointed directors receive 5,000 options vesting 33% per year (Borst already a long-serving director) .
- Recent RSU awards and settlements (Form 4s): | Transaction Date | Type | Securities | Shares | Post-Transaction Ownership | Source | |---|---|---|---:|---:|---| | 2023-11-17 | RSU Award | RSUs | 4,616 | 4,616 | https://www.sec.gov/Archives/edgar/data/1057060/000095017023065170/0000950170-23-065170-index.htm | | 2023-11-18 | RSU Conversion/Settlement | RSUs to Common | 4,044 | 31,086 | https://www.sec.gov/Archives/edgar/data/1057060/000095017023065170/0000950170-23-065170-index.htm | | 2024-11-14 | RSU Award | RSUs | 4,633 | 4,633 | https://www.sec.gov/Archives/edgar/data/1057060/000095017024128005/0000950170-24-128005-index.htm | | 2024-11-17 | RSU Conversion/Settlement | RSUs to Common | 4,616 | 35,702 | https://www.sec.gov/Archives/edgar/data/1057060/000095017024128005/0000950170-24-128005-index.htm | | 2025-11-17 | RSU Award | RSUs | 6,309 | 6,309 | https://www.sec.gov/Archives/edgar/data/1057060/000119312525286548/0001193125-25-286548-index.htm | | 2025-11-14 | RSU Conversion/Settlement | RSUs to Common | 4,633 | 40,335 | https://www.sec.gov/Archives/edgar/data/1057060/000119312525286548/0001193125-25-286548-index.htm |
Note: Forms indicate “M-Exempt” conversions (settlements of RSUs into common stock), with no open-market transactions or pricing; awards are director grants without performance metrics and SEC Form 4 URLs above.
Other Directorships & Interlocks
| Company/Entity | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| PIMCO Funds | Trustee | Asset management complex | No MarineMax-related transactions disclosed; standard fund governance role . |
| Compensation Committee Interlocks | None | N/A | Company reports no interlocks for FY2024 . |
Expertise & Qualifications
- Financial expertise: Designated audit committee financial expert; experience leading large financial services operations and oversight of accounting/controls .
- Strategic and operational leadership: Senior executive roles across finance, risk management, marketing, and product planning; Lexus divisional leadership .
- Board skills matrix: Public board, financial, risk management competencies highlighted for Borst .
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | Notes |
|---|---|---|---|
| George E. Borst | 40,702 | <1% | Includes 5,000 options exercisable; excludes 4,633 RSUs unvested at record date . |
- Ownership guidelines: Directors expected to hold 1–5x annual retainer within five years of appointment; hedging and pledging prohibited .
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee; audit financial expert; consistent meeting attendance; participates in executive sessions; robust anti-hedging/pledging and ownership guidelines; annual Board effectiveness reviews via Boardspan .
- Compensation alignment: Mix emphasizes equity (annual restricted shares with one-year vest), supporting long-term alignment without performance gaming; no per-meeting fees disclosed; director fees modest relative to market .
- Shareholder signals: Prior say-on-pay support ~99% (FY2024) indicates broad investor confidence in overall compensation governance framework (executive program context) .
- Potential watch items: Classified board structure can entrench incumbents; Board argues continuity and fair-value takeover protection—investors may monitor refresh cadence and nomination processes . No related-party transactions or interlocks involving Borst disclosed .
Overall, Borst’s chair role on compensation, audit financial expertise, independence, and consistent equity-based ownership support board effectiveness and investor alignment; no hedging/pledging and absence of related-party ties reduce conflict risk .