Kyle Langbehn

About Kyle Langbehn

Kyle G. Langbehn is Executive Vice President and President of Retail Operations at MarineMax (HZO). He has led retail operations since July 2020 and was appointed a Section 16 executive officer in October 2022; he is age 51 as of the FY2025 10-K and age 50 as of the FY2024 10-K, having joined MarineMax in 2002 and progressed through Sales Consultant, Sales Manager, General Sales Manager, General Manager, Regional President, and VP roles before leading retail operations . Company performance context under his retail leadership: revenue rose from FY2023 to FY2024, then declined in FY2025, while EBITDA has trended lower; MarineMax’s TSR and pay-versus-performance disclosures show a $137.40 value of a $100 investment over the FY2021–FY2024 window, with diluted EPS and net income trends used to link pay to outcomes . Revenue and EBITDA three-year data are provided below (S&P Global disclaimer for EBITDA).

Past Roles

External Roles

No public company directorships or external roles disclosed for Langbehn in FY2024–FY2025 filings. (Not disclosed in DEF 14A/10-K) .

Fixed Compensation

Performance Compensation

Cash Incentive Framework and FY2024 Outcomes

Resulting FY2024 cash bonus paid to Langbehn: $548,112 .

FY2024 Equity Awards (Granted Nov 17, 2023)

Prior cycle equity context: PBRSUs granted 11/18/2022 were earned based on inventory aging and pretax income percent targets and vest on 9/30/2025 .

Stock vesting activity FY2024: 49,686 shares vested; $1,721,825 value realized .

Equity Ownership & Alignment

• Beneficial ownership: 43,980 shares (<1% of outstanding) as of record date (Dec 30, 2024); excludes 89,935 RSUs unvested .
• Outstanding, not vested equity at FY2024 year-end:
  • 11/17/2023: 15,925 shares; MV $561,675
  • 11/18/2022: 3,178 shares; MV $112,088
  • 11/18/2022: 12,511 shares; MV $441,263
  • 12/2/2020: 3,000 shares; MV $105,810 (TBRSUs vested 12/2/2024)
  • 11/17/2023: 3,561 shares; MV $125,596
• Hedging/pledging: Company prohibits hedging instruments and pledging by officers/directors .
• Ownership guidelines: Executives must hold stock valued at a multiple (1–5x) of base salary; required to be in compliance within five years of becoming an executive; individual compliance status not itemized in proxy .
• Options: Company did not grant options to executive officers in FY2024; stock-based incentives focused on RSUs (time and performance) .

Employment Terms

• Retention Agreement (June 2, 2023): Confidentiality, noncompetition, and nonsolicitation covenants. If terminated without “good cause” or for “good reason,” bi-weekly severance for 18 months equal to the average base + cash bonus of prior two full fiscal years; options continue to vest and be exercisable for 18 months; accrued perquisites paid; if terminated within 12 months after a change in control (double-trigger), bi-weekly severance for 18 months equal to the average base + cash bonus of prior three full fiscal years; death/disability benefits provide lump sums and equity vesting as described .
• Potential payments (hypothetical as of 9/30/2024):
  • Equity awards recognition (ASC 718 unamortized grant-date FV): $728,266 in involuntary, change-in-control, death, disability scenarios .
  • Cash severance:
    • Involuntary not for cause: $1,667,334
    • Involuntary for good reason (Change of Control): $1,844,023
    • Death: $862,500; Disability: $1,111,556
• Clawback policy: Effective Oct 2, 2023, NYSE Rule 10D-1 compliant; requires recovery of incentive-based compensation received by current/former Section 16 officers in event of restatement due to material noncompliance .
• Equity plan change-in-control: Plan administrator may accelerate vesting; awards become fully vested/exercisable upon certain non-approved changes in control; award agreements may include vesting on termination without cause/for good reason in connection with change-in-control .

Compensation Committee Analysis

• Committee composition (FY2024): Moore, Borst, Johnson, Romero, and White (Oglesby and Watters resigned prior to year-end); all independent; three meetings held in FY2024 .
• Independent consultant: Compensation Advisory Partners (CAP) engaged; peer group used as reference point without targeting a specific percentile .
• FY2024 peer group includes specialty retail/high-ticket durable names (e.g., Brunswick, Polaris, Malibu Boats, Winnebago, OneWater Marine, RH, Vail Resorts, etc.) .
• Say-on-pay support: ~99% approval at the 2024 annual meeting (16.3M votes for) .

Company Performance Context (Revenue, EBITDA, TSR)

• Revenue YoY: +1.5% in FY2024 vs FY2023; -5.0% in FY2025 vs FY2024 .
• EBITDA YoY: -30.5% in FY2024 vs FY2023; -26.8% in FY2025 vs FY2024 (calculated from table). Values retrieved from S&P Global.*
• Pay vs Performance (FY2021–FY2024): TSR value of $137.40 for $100 initial investment; diluted EPS and net income reported as company-selected measures for linking pay to performance .

S&P Global disclaimer: Values retrieved from S&P Global.*

Risk Indicators & Red Flags

• Hedging/pledging: Prohibited for officers/directors (alignment positive) .
• Equity mix shift: Executives currently receive RSUs (TBRSUs/PBRSUs); no options granted in FY2024 (lower risk-incentive profile vs options) .
• Change-in-control terms: Double-trigger severance and equity vesting for Langbehn; clear structure and moderate duration (18 months) .
• Clawback: Robust and compliant with SEC/NYSE, reducing adverse selection/moral hazard risk .

Performance Compensation: Detailed Award Mechanics

Equity Compensation Outstanding

Note: PBRSUs granted 11/17/2023 vest 9/30/2026; PBRSUs granted 11/18/2022 vest 9/30/2025; TBRSUs vest in three equal annual installments each 9/30; TBRSUs granted 12/2/2020 vested on 12/2/2024 .

Governance Policies Relevant to Compensation Alignment

• No repricing of options without shareholder approval under the 2021 Stock-Based Compensation Plan; change-in-control provisions permit acceleration and vesting adjustments consistent with shareholder protection .
• Director/officer stock ownership guidelines (1–5x salary/retainer), five-year compliance window .
• Director/officer hedging and pledging prohibited .

Investment Implications

• Alignment: Strong pay-for-performance link via pretax profitability, inventory quality, and customer NPS, plus PBRSUs calibrated to operational levers; clawback enhances governance quality .
• Retention and selling pressure: Material RSU tranches vest annually and in FY2025–FY2026, with FY2024 vesting of 49,686 shares realized; watch for Form 4s around September 30 and early December cadence given TBRSU schedules for potential selling pressure near vest dates . Company prohibits pledging, reducing forced-sale risk .
• Risk: EBITDA down materially over the past two years; if pretax targets are challenging and PBRSU earn-outs remain below 100%, equity realizations could be constrained, potentially affecting retention incentives in downcycles (see three-year EBITDA trend) (values retrieved from S&P Global).*
• Governance: Double-trigger change-in-control terms and moderate severance duration (18 months) mitigate windfall risk while providing stability; high say-on-pay support suggests investor acceptance of the program .