Michael McLamb
MARINEMAXAbout Michael McLamb
Michael H. McLamb, age 59, is Executive Vice President, Chief Financial Officer, Secretary, and a director of MarineMax (HZO). He has served as CFO since January 1998, EVP since October 2002, Secretary since April 1998, and director since November 2003; he is a certified public accountant and previously was a Senior Manager at Arthur Andersen LLP (1987–1997) . MarineMax’s recent performance metrics relevant to pay and alignment: FY2024 net income $38.066M, diluted EPS $1.65, and cumulative TSR value of $137.40 (from a $100 base at 9/30/2020) . 2024 incentive metrics included pretax income (50% weight), aged inventory targets (30%), and net promoter score (20%), reinforcing operational discipline and customer satisfaction .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MarineMax, Inc. | Chief Financial Officer | 1998–present | Long-tenured finance leadership through growth cycles, M&A, capital deployment |
| MarineMax, Inc. | Executive Vice President | 2002–present | Expanded operating oversight alongside CFO responsibilities |
| MarineMax, Inc. | Secretary | 1998–present | Corporate governance and disclosure stewardship |
| MarineMax, Inc. | Director | 2003–present | Board-level financial expertise; non-independent employee director |
| Arthur Andersen LLP | Senior Manager | 1987–1997 | Public accounting rigor; audit/controls expertise (CPA) |
External Roles
No current external public company directorships disclosed for McLamb .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 500,000 | 550,000 | 575,000 |
| Target Cash Incentive (% of base) | — | — | 100% |
| Discretionary Bonus ($) | — | 20,582 | — |
| Non-Equity Incentive (Actual) ($) | 685,595 | 550,000 | 548,112 |
| Stock Awards (Grant-date FV) ($) | 750,019 | 824,995 | 920,000 |
| All Other Compensation ($) | 9,150 | 9,900 | 10,350 |
| Total ($) | 1,944,764 | 1,955,477 | 2,053,462 |
Performance Compensation
Cash Incentive Design (FY2024)
| Metric | Weighting | Threshold (50% payout) | Target (100%) | Maximum (200%) |
|---|---|---|---|---|
| Pretax Income (annual) | 50% | 85% | 100% | 125% |
| Aged Inventory Tier 1 (quarterly) | 15% | 100% | 105% | 115% |
| Aged Inventory Tier 2 (quarterly) | 15% | 100% | 105% | 115% |
| Net Promoter Score (quarterly) | 20% | 80% | 100% | 140% |
Cash Incentive Actuals (FY2024 quarterly outcomes)
| Metric (Weight) | Q1 FY24 | Q2 FY24 | Q3 FY24 | Q4 FY24 |
|---|---|---|---|---|
| Pretax Income (50%) | — | — | — | — (annual measure) |
| Aged Inventory Tier 1 (15%) | 200% | 200% | 200% | 200% |
| Aged Inventory Tier 2 (15%) | 200% | 75% | 200% | 200% |
| Net Promoter Score (20%) | 200% | 200% | 200% | 200% |
Equity Awards (FY2024 grants)
| Grant Date | TBRSUs (#) | PBRSUs Target (#) | TBRSUs FV ($) | PBRSUs FV ($) | PBRSU Earned % | Vesting Schedule |
|---|---|---|---|---|---|---|
| 11/17/2023 | 12,133 | 18,200 | 367,994 | 552,006 | 87.5% (earned on FY2024 metrics) | TBRSUs: 3 equal annual tranches vesting each Sep 30; PBRSUs (2024 grant): earned FY2024, vest on Sep 30, 2026 |
Note: MarineMax does not currently grant stock options to executive officers; none were granted to NEOs in FY2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 114,018 common shares; less than 1% of outstanding |
| Unvested RSUs Excluded from Beneficial Count | 72,612 shares (future vesting) |
| Unvested Awards at FY2024 Year-End | 15,925 (11/17/2023): $561,675; 3,178 (11/18/2022): $112,088; 12,511 (11/18/2022): $441,263; 8,968 (11/17/2023): $316,301 |
| FY2024 Stock Vested | 23,285 shares; $821,262 value realized |
| Hedging/Pledging Policy | Directors/officers prohibited from hedging and pledging company stock |
| Ownership Guidelines | Expected to hold shares equal to a multiple of 1–5x base salary; compliance expected within five years of becoming an executive |
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement | Amended Employment Agreement dated Nov 29, 2018; base salary set and adjusted over time; performance-based bonus eligible; equity awards possible |
| Non-Compete/Non-Solicit | Applies during employment and for the greater of two years post-termination or until severance payment period ends; includes customer/employee non-solicit |
| Termination Without Good Cause / Good Reason | 18 months of severance equal to average base salary + bonus (prior two years); stock options vest; other stock-based compensation not forfeited |
| Change-in-Control (CIC) | Same 18-month severance (paid lump sum); equity vesting protections; CIC includes certain board/ownership/control changes |
| Death | $550,000 payment; equity awards vest; options exercisable for full term (subject to tax constraints) |
| Disability | Lump sum equal to average base salary + bonus for one year; equity vesting; options exercisable for up to full term |
| 280G/4999 | Excise tax cutback (no gross-up); amounts reduced to avoid 4999 excise tax; structured consistent with 409A |
| Clawback | NYSE/SEC-compliant incentive compensation clawback effective Oct 2, 2023 |
Hypothetical Potential Payments (as of 9/30/2024)
| Scenario | Cash Severance ($) | Equity Awards ($) |
|---|---|---|
| Involuntary Not for Cause | 1,667,334 | 724,137 |
| Involuntary for Good Reason (CIC) | 1,667,334 | 724,137 |
| Death | 550,000 | 724,137 |
| Disability | 1,111,556 | 724,137 |
Board Governance (Director service and committee roles)
- Director since 2003; employee director (not independent) .
- Not a member of Audit, Compensation, or Nominating/Governance Committees (committees consist entirely of independent directors) .
- Board meeting attendance: no director attended fewer than 75% of Board and committee meetings in FY2024 .
- Board structure: independent Chairperson (Rebecca White), CEO separate; regular executive sessions of independent directors .
- Director compensation: employees do not receive Board fees or director equity grants; McLamb receives no director compensation .
Compensation Program Context (Company-wide)
- 2024 plan metrics and weights: pretax income 50%, aged inventory 30%, net promoter score 20% .
- Equity mix shifted to 60% PBRSUs / 40% TBRSUs in 2024; PBRSUs earned at ~87.5% of target on pretax and inventory aging performance; TBRSUs vest annually over three years .
- Independent compensation consultant: Compensation Advisory Partners (CAP); peer group includes specialty retail/high-ticket durable companies (e.g., Brunswick, Polaris, Winnebago, RH, OneWater Marine) .
- Say-on-Pay support: ~99% approval at 2024 annual meeting (reflecting prior-year program) .
Related Party Transactions (indicator)
- Company paid ~$141,510 to Michael J. McLamb (son of Michael H. McLamb) during FY2024; approvals followed Company policy on related transactions .
Investment Implications
- Alignment: High variable pay and PBRSU/TBRSU structure with operational metrics (pretax income, inventory aging, NPS) supports pay-for-performance; hedging/pledging prohibitions and ownership guidelines reinforce alignment, though individual compliance status for McLamb is not disclosed .
- Retention/Severance Risk: Robust severance (18 months of average cash comp) and equity vesting protections upon certain terminations/CIC reduce flight risk but increase potential CIC costs; no golden parachute gross-ups (cutback provision) mitigates shareholder dilution concerns .
- Trading Signals: RSU vesting cadence (annual TBRSUs on Sep 30; PBRSUs vest Sep 30, 2026) can create periodic supply from tax withholding/settlement; FY2024 vesting was 23,285 shares with $821,262 realized for McLamb .
- Governance: Dual role as CFO and director (non-independent) is balanced by fully independent committees and an independent Chair; employees receive no director pay, reducing conflict risks in board compensation .
- Peer and Pay Momentum: Equity grants increased to approach competitive levels; PBRSU earnout below target (87.5%) indicates measured payout discipline in a normalizing cycle; say-on-pay support (~99%) suggests investor acceptance of the program .
Key watch items: monitor RSU vesting and any Form 4 dispositions around late September; track changes to severance/CIC terms or plan amendments; watch inventory aging and pretax income performance as they directly drive both cash bonuses and PBRSU outcomes .