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Rebecca White

Chairperson of the Board at MARINEMAXMARINEMAX
Board

About Rebecca White

Rebecca White (age 67) is MarineMax’s independent Chairperson of the Board and Director, serving since May 2018; she was elected Board Chair in June 2024, and is a Class II director with a term expiring in 2027 . She holds an MBA and Ph.D. from Virginia Tech and is Walter Chair of Entrepreneurship, Professor of Entrepreneurship, and Director of the John P. Lowth Entrepreneurship Center at the University of Tampa, where she led development of a nationally ranked entrepreneurship program . She is active in NACD and Women Corporate Directors and brings expertise in entrepreneurship, innovation strategy, and corporate governance .

Past Roles

OrganizationRoleTenureCommittees/Impact
MarineMax (HZO)Director; Chairperson of the BoardDirector since May 2018; Chair since June 2024 Independent Board leadership; chairs executive sessions
University of TampaWalter Chair of Entrepreneurship; Professor; Center DirectorOngoing (current) Built top-20 nationally ranked entrepreneurship program; governance expertise
Northern Kentucky UniversityFaculty; program leader in entrepreneurship1994–2009 Built top-25 nationally ranked entrepreneurship program

External Roles

OrganizationRoleTenureNotes
National Association of Corporate Directors (NACD)MemberNot disclosed Governance training and engagement
Women Corporate DirectorsMemberNot disclosed Director network and governance engagement
Various company/non-profit/industry boardsDirector/AdvisorPast 15 years (unspecified) Not specifically enumerated in proxy

Board Governance

  • Independence: Board determined Ms. White is independent under NYSE standards .
  • Board leadership: Positions of CEO and Chair separated; Ms. White elected independent Chair in June 2024, leading agendas, executive sessions, and liaison role with management .
  • Committees: Member, Compensation Committee; Chair, Nominating/Corporate Governance Committee . Also listed as member of Nominating/Governance and Compensation in director table .
  • Attendance: Board held eight meetings in FY2024; no director attended fewer than 75% of Board/committee meetings; all directors attended the annual meeting .
  • Executive sessions: Regularly scheduled sessions of non-employee directors, with at least one session of independent directors; Chairperson chairs these sessions .
  • Board evaluations: Annual external evaluation via Boardspan; results used for continuous improvement .
  • Classification: Staggered board; Ms. White is Class II, term expires 2027 .
  • Lead Independent Director transition: Clint Moore served as Lead Independent Director through June 30, 2024, preceding White’s election as Board Chair .

Fixed Compensation

ComponentProgram TermsRebecca White – FY2024 Amount
Quarterly Director Fee$18,750 per quarter; election of cash/stock $126,500 cash fees
Committee Chair Fees$15,000 for Nominating/Corporate Governance Chair Included within cash fees (breakdown not disclosed)
Committee Member Fees$5,000 for Compensation Committee member Included within cash fees (breakdown not disclosed)
Board Chair FeeAdditional $150,000 annually Program term applies; cash total reported above
Annual Equity GrantRestricted shares equal to $140,000, vesting after 1 year $140,003 stock awards (grant-date fair value)
New Director Options5,000 options at first election; vest 33% per year Outstanding 5,000 options as of 9/30/2024

Performance Compensation

Directors do not receive performance-based incentives; equity is time-based and intended to align with shareholders.

Equity InstrumentVesting/TermsFY2024 Detail
Annual Restricted StockVests 1 year post-grant $140,003 grant to Ms. White
New Director Stock Options5,000 options; vest 33% per year 5,000 options outstanding for Ms. White

Other Directorships & Interlocks

CompanyRoleInterlocks/Conflicts
Not disclosedNo current public company directorships disclosed for Ms. White in the proxy .
  • Compensation Committee interlocks: None; committee members (including Ms. White) had no contractual or employment relationships with HZO during FY2024 beyond director service; no reciprocal interlocks noted .

Expertise & Qualifications

  • Advanced degrees (MBA, Ph.D., Virginia Tech); entrepreneurship educator and center director .
  • Expertise in innovation strategy, board governance, and leadership development; active in NACD and Women Corporate Directors .
  • Board skill matrix indicates diverse leadership and governance capabilities among independent directors (White included) .

Equity Ownership

HolderShares Beneficially OwnedOptions IncludedUnvested RSUs ExcludedOwnership %
Rebecca White30,832 Includes 5,000 options Excludes 4,633 RSUs <1%

Additional alignment policies:

  • Stock ownership guidelines require directors to hold 1–5x annual retainer, with compliance expected by 5th anniversary; all directors expected to comply within timeframe .
  • Hedging and pledging of company stock prohibited for directors and officers .

Governance Assessment

  • Strengths: Independent Chair since June 2024 improves oversight; regular executive sessions; independent committees; external board evaluations; robust ownership/anti-hedging policies support alignment . Say-on-pay support historically strong (approx. 99% approval at 2024 meeting), indicating investor confidence in pay practices .
  • Engagement: Attendance ≥75% across directors and full annual meeting participation underscores diligence .
  • Potential risks/red flags: Classified board may reduce annual accountability; 50% special meeting threshold is relatively high, potentially limiting shareholder action; monitor for entrenchment concerns despite stated refreshment efforts . No related-party transactions disclosed for Ms. White; family relationships disclosed for others only .
  • Compensation mix: Director pay combines cash retainers (including Chair/committee premiums) and time-based equity; no performance-conditioned director awards—typical for boards but reduces performance linkage at the director level .

Insider Compliance

ItemRebecca White
Section 16(a) compliance (FY2024)No delinquent filings noted; one late Form 4 was reported for another director (Mr. Eure)

Overall, Ms. White’s independent leadership, committee chair role (Nominating/Corporate Governance), and adherence to ownership and anti-hedging policies are positive governance signals. Investors should weigh the benefits of an independent Chair and structured oversight against the staggered board and special meeting threshold when assessing board effectiveness and shareholder rights .