Shawn Berg
MARINEMAXAbout Shawn Berg
Shawn Berg is Executive Vice President and Chief Digital Officer at MarineMax (HZO), responsible for Technology, Marketing, and Digital Business; he has served as CDO since April 2019, was appointed a corporate executive officer in October 2022, and previously joined MarineMax in 2017 as Vice President of Technology. He is 55 years old and provides ongoing cybersecurity risk oversight to the Board, drawing on 30+ years in IT/security and operating roles across marine, auto, and retail sectors . Company performance during his recent tenure has included diluted EPS of $6.78 (2021), $8.84 (2022), $4.87 (2023), and $1.65 (2024) with TSR values of $189.01, $116.05, $127.85, and $137.40 respectively .
MarineMax performance (context)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Diluted EPS ($) | $6.78 | $8.84 | $4.87 | $1.65 |
| Net Income ($) | $154,979,000 | $197,989,000 | $109,282,000 | $38,066,000 |
| TSR (Base $100) | $189.01 | $116.05 | $127.85 | $137.40 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MarineMax | Vice President of Technology | 2017–2019 | Built core technology capabilities to support retail and services platform |
| MarineMax | Executive Vice President & Chief Digital Officer | Apr 2019–present | Leads Technology, Marketing, Digital Business; coordinates strategic growth initiatives across global divisions |
| MarineMax | Executive Officer (Board-appointed) | Oct 2022–present | Expanded remit and executive accountability to corporate strategy and risk oversight (including cybersecurity) |
External Roles
No external public-company directorships or board roles are disclosed for Mr. Berg in MarineMax’s FY2025 10-K executive biographies or the 2025 DEF 14A .
Fixed Compensation
| Component | FY 2024 |
|---|---|
| Base Salary (USD) | $450,000 |
| Target Cash Incentive (% of salary) | 60% |
| Actual Cash Incentive Paid (USD) | $257,374 |
| All Other Compensation (primarily 401(k) match) (USD) | $10,350 |
| Total Reported Compensation (USD) | $1,122,721 |
Performance Compensation
Compensation design emphasizes at-risk pay via cash incentives and RSUs; 2024 equity mix was 60% performance-based RSUs (PBRSUs) and 40% time-based RSUs (TBRSUs) .
Annual cash incentive plan mechanics (FY 2024)
| Metric | Weighting | Threshold (50% payout) | Target (100%) | Maximum (200%) |
|---|---|---|---|---|
| Pretax Income | 50% | 85% of target | 100% | 125% |
| Aged Inventory Tier 1 | 15% | 100% | 105% | 115% |
| Aged Inventory Tier 2 | 15% | 100% | 105% | 115% |
| Net Promoter Score | 20% | 80% | 100% | 140% |
Quarterly actuals achieved (FY 2024)
| Metric (Weighting) | Q1 | Q2 | Q3 | Q4 |
|---|---|---|---|---|
| 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% |
| Note: Pretax income is measured annually, with quarterly estimates; detailed quarterly pretax outcomes are not disclosed in the proxy . |
Equity awards and vesting (FY 2024 grant cycle)
| Award Type | Grant Date | Target Shares | Grant-Date Fair Value (USD) | Performance/Payout | Vesting Schedule |
|---|---|---|---|---|---|
| PBRSU | 11/17/2023 | 8,012 | $243,004 | Earned at ~87.5% of target for FY 2024 metrics | Full vest on 9/30/2026 |
| TBRSU | 11/17/2023 | 5,341 | $161,993 | Time-based | 1/3 annually, vesting each 9/30 over 3 years |
Stock options
- MarineMax did not grant stock options to executive officers in FY 2024; the equity program was RSU-based . As of 9/30/2024, there were 30,750 outstanding options company-wide under the 2021 Plan (avg exercise price $26.97), but none are disclosed for Mr. Berg .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 22,743 shares; <1% of outstanding |
| Unvested RSUs (as of 9/30/2024) | 7,011 (11/17/2023) = $247,278; 1,233 (11/18/2022) = $43,488; 4,853 (11/18/2022) = $171,165; 5,000 (12/2/2020) = $176,350 |
| Shares Vested in FY 2024 | 15,636 shares vested; value realized $536,182 |
| Ownership Guidelines | Directors/officers expected to hold 1–5x annual base salary; compliance expected within 5 years of becoming an officer |
| Hedging/Pledging | Hedging prohibited; pledging prohibited for officers/directors |
Employment Terms
Key Executive Retention Agreement (June 2, 2023) with confidentiality, noncompetition, and nonsolicitation covenants :
- Termination without cause / resignation for good reason: bi-weekly severance for 18 months equal to average of base salary + cash bonus over prior two fiscal years; equity continues to vest for 18 months; accrued benefits paid .
- Termination within 12 months after a change in control: bi-weekly severance for 18 months based on average of base + cash bonus over prior three fiscal years; equity vesting as above .
- Disability: lump-sum equal to average base + cash bonus over prior two fiscal years (one year); stock options vest/exercisable to full term (subject to 409A caps) .
- Death: payment to estate equal to 150% of base salary; stock options vest/exercisable to full term (subject to IRC excise constraints) .
Estimated payout amounts (hypothetical separation as of 9/30/2024)
| Scenario | Cash Severance (USD) | Equity Awards (USD) |
|---|---|---|
| Involuntary, not for cause | $1,040,531 | $315,768 |
| Good reason after change of control | $1,067,342 | $315,768 |
| Disability | $693,687 | $315,768 |
| Death | $675,000 | $315,768 |
Company policies
- Clawback: Effective Oct 2, 2023, Compensation Committee must recover incentive-based compensation from current/former Section 16 officers following a restatement due to material noncompliance, to the extent compensation exceeds amounts under restated results .
- Equity plan CIC acceleration: awards become fully vested upon a change in control not approved by the Board; plan administrator may deem performance goals met upon CIC .
Investment Implications
- Alignment and structure: Berg’s pay mix is materially at-risk, with cash incentives tied to pretax income, inventory aging, and NPS, and a 60% PBRSU / 40% TBRSU equity mix; PBRSUs paid out at ~87.5% for FY 2024, signaling partial attainment against operational metrics .
- Retention and change-in-control: Severance covers 18 months of salary+bonus averages, with equity vesting continuation and CIC-triggered terms; disability/death benefits are defined with fixed formulas—collectively reducing near-term exit risk but creating defined economics in strategic scenarios .
- Ownership and selling pressure: Beneficial ownership is modest (<1%) with meaningful annual vesting (15,636 shares in FY 2024) and sizeable unvested RSUs; hedging and pledging prohibitions and ownership guidelines mitigate misalignment, while vesting schedules can increase tradable float during open windows .
- Governance signals: Cybersecurity oversight by Berg to the Board and robust clawback policy support risk management discipline; high prior say‑on‑pay support (≈99% approval) indicates shareholder acceptance of the pay framework though company EPS/net income declined in FY 2024, highlighting continued emphasis on operating execution .