Mercedes Romero
MARINEMAXAbout Mercedes Romero
Mercedes Romero (age 58) is an independent director of MarineMax, Inc. (HZO) who has served on the Board since October 2022, bringing 25+ years of global procurement, supply chain, and transformation leadership; she currently serves as Global Chief Procurement Officer at Primo Water (NYSE/TSX: PRMW) since August 2020 . She completed NACD governance and cybersecurity trainings (Sept 2021), holds certifications from the Latino Corporate Directors Association (Sept 2021), and attended Stanford Directors College (June 2021), with disclosed cybersecurity oversight experience at Primo Water .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Primo Water (PRMW) | Global Chief Procurement Officer | Aug 2020–present | Cybersecurity oversight; led enterprise digital transformations, ESG and DEI efforts; managed supply failure and commodity risk |
| John B. Sanfilippo & Son (Nasdaq: JBBS) | Independent Director | Oct 2021–present | Public company board experience |
| Ryder | VP, Sourcing & Supply Management | Sep 2019–Aug 2020 | Procurement leadership in transportation sector |
| Campari | VP of Procurement | Aug 2017–Aug 2019 | Procurement leadership in spirits |
| Teva | Senior Director, Global Procurement | Dec 2016–Aug 2017 | Pharmaceutical procurement |
| Diageo | VP, Global Procurement | Feb 2013–Dec 2016 | Global procurement leadership in spirits |
| Starbucks | VP, Global Procurement | Jul 2010–Jan 2013 | Retail procurement leadership |
| Clorox | Global Strategic Sourcing Director | Jan 2004–Aug 2010 | CPG strategic sourcing |
| Procter & Gamble | Strategic Sourcing Department Manager | Nov 1995–Nov 2003 | CPG sourcing leadership |
External Roles
| Company | Role | Tenure | Committee Roles |
|---|---|---|---|
| John B. Sanfilippo & Son (Nasdaq: JBBS) | Independent Director | Oct 2021–present | Not disclosed |
Board Governance
- Independence and classification: The Board determined Ms. Romero is independent under NYSE standards; she is a Class III director nominated for a term expiring in 2028 .
- Committee assignments: Member, Compensation Committee; Member, Nominating/Corporate Governance Committee. Committee chairs are George Borst (Compensation) and Rebecca White (Nominating/Corporate Governance) .
- Attendance and engagement: In FY2024, the Board met 8 times; Audit 8; Compensation 3; Nominating/Corporate Governance 8. No director attended fewer than 75% of aggregate Board and committee meetings; all directors attended the annual meeting .
- Leadership and executive sessions: Board separates Chair and CEO roles; independent Chair (Rebecca White). Independent directors meet in regular executive sessions; the Chairperson leads these sessions .
- Hedging/pledging and ownership guidelines: Directors are prohibited from hedging and from pledging shares; directors are expected to hold stock equal to a multiple of the annual retainer, to be met by year five .
- Committee interlocks: No Compensation Committee interlocks or insider participation in FY2024; the committee used an independent consultant (CAP) .
Fixed Compensation
| Component (Non-Employee Director) | FY2024 Amount | Notes |
|---|---|---|
| Quarterly cash retainer | $75,000 | $18,750 per quarter |
| Compensation Committee member fee | $5,000 | Annual member fee |
| Nominating/Corporate Governance member fee | $3,000 | Annual member fee |
| Total cash-equivalent fees (Romero) | $83,000 | Ms. Romero elected to receive shares in lieu of cash for this amount |
Performance Compensation
| Equity Element | Typical Structure | FY2024 Amount (Romero) | Vesting/Details |
|---|---|---|---|
| Annual director equity grant | Restricted shares equal to $140,000 | $140,003 | Vests one year from grant date |
| Initial option grant (new directors) | 5,000 options | Outstanding 5,000 | Options vest at 33% per year; Romero had 3,333 exercisable and 1,667 unvested options at record date |
Other Directorships & Interlocks
| Company | Relationship to HZO | Potential Interlock/Conflict |
|---|---|---|
| John B. Sanfilippo & Son (Nasdaq: JBBS) | Unrelated industry (food/CPG) | No related-party transactions disclosed with HZO |
| Primo Water (PRMW) | Ms. Romero is an executive | No HZO related-party transactions disclosed involving Ms. Romero |
Expertise & Qualifications
- Procurement and supply chain leader across CPG, beverages, retail, pharma, and transportation; delivered operational efficiencies, strategic planning, and risk management for complex supply chains .
- Led enterprise digital transformations and ESG/DEI initiatives; cybersecurity oversight experience at Primo Water; completed NACD governance and cybersecurity trainings; LCDA certification; Stanford Directors College .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 17,005 shares | As of record date (Dec 30, 2024) |
| Options exercisable | 3,333 shares | Included in beneficial ownership |
| Options unvested (not exercisable) | 1,667 shares | Excluded from beneficial ownership |
| Unvested RSUs | 4,633 shares | Excluded from beneficial ownership |
| Hedging/Pledging | Prohibited | Applies to directors and officers |
| Ownership guidelines | Multiple of retainer; to be met by year five | Applies to directors |
Director Compensation (FY2024)
| Name | Fees Earned or Paid in Cash | Stock and Option Awards | Total |
|---|---|---|---|
| Mercedes Romero | $83,000 | $140,003 | $223,003 |
| Citations: (Ms. Romero elected stock in lieu of $83,000 cash fees), (program structure). |
Governance Assessment
- Strengths: Independent director with deep procurement/supply chain and cybersecurity oversight experience; meaningful equity alignment evidenced by electing to receive $83,000 of fees in stock and by annual restricted stock grant of ~$140,000; subject to hedging/pledging prohibitions and ownership guidelines .
- Board effectiveness signals: No attendance shortfalls; independent Chair and regular executive sessions; Compensation Committee uses independent advisor (CAP) and reported no interlocks; say‑on‑pay support in 2024 was ~99% of votes cast, indicating strong shareholder support for pay practices overseen by the committee on which Ms. Romero serves .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Ms. Romero; Board policy requires review/approval of any director-related transactions for fairness; hedging and pledging prohibited, reducing misalignment risk .
- Structural considerations: HZO maintains a classified board; the Board cites continuity and takeover defense as rationale; investors may view staggered terms as entrenching, but the Board regularly evaluates structure and continues refreshment (three retirements in 2024; addition of new director) .
RED FLAGS: None disclosed specific to Ms. Romero regarding attendance, related-party transactions, hedging/pledging, or low say‑on‑pay support .