Mark Sheffield
About Mark Sheffield
Mark Sheffield, 54, is an independent director of Massimo Group (MAMO) and has served since April 2024; he is Chair of the Compensation Committee and also serves on the Audit and the Nominating & Corporate Governance Committees . His background is in powersports retail operations and dealer management: strategic advisor to Woods Cycle Country since 2006, consultant at Spader Business Management/NCM Associates since 2016, and current board roles at the Texas Motorcycle Dealer Association and the National Powersports Dealer Association .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Woods Cycle Country | Strategic Advisor | Since 2006 | Industry operator advisory; retail operations insight |
| Spader Business Management / NCM Associates | Consultant (powersports, RV, marine) | Since 2016 | Dealer performance consulting; compensation/metrics perspective |
| America’s Powersports; Honda of Houston; Woods Indian Motorcycle | Worked with dealers | Not disclosed (years not specified) | Channel/retail relationships experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Texas Motorcycle Dealer Association | Director | Current (as of proxy) | Industry advocacy group (non-public) |
| National Powersports Dealer Association | Director | Current (as of proxy) | Industry advocacy group (non-public) |
Board Governance
| Topic | Details |
|---|---|
| Board size and composition | Five directors: 2 executives, 3 independent (including Mark Sheffield) . |
| Independence | Board determined Sheffield is independent under Nasdaq and Schedule 14A standards . |
| Committee assignments | Audit Committee (member; Chair: Ting Zhu) ; Compensation Committee (Chair) ; Nominating & Corporate Governance Committee (member; Chair: Paolo Pietrogrande) . |
| Meetings/attendance | Board met 4 times in 2024; no director attended fewer than 75% of applicable Board/committee meetings . |
| Committee activity | Audit: 4 meetings in 2024 ; Compensation: 1 meeting in 2024 ; Nominating & Corporate Governance: 1 meeting in 2024 . |
| Controlled company status | Company is a controlled company (CEO holds >50% voting power) but states it does not currently plan to rely on controlled company exemptions (may do so in future) . |
| Policies | Insider Trading Policy adopted March 25, 2024 ; Clawback policy adopted March 25, 2024 . |
Fixed Compensation
| Component (FY2024) | Amount |
|---|---|
| Annual retainer (cash) | $0 (no cash fees disclosed) |
| Equity compensation (grant-date fair value) | $21,243 |
| Options | $0 (none disclosed) |
| Meeting/committee fees | $0 (not disclosed; only equity shown) |
| Total | $21,243 |
Notes:
- Non-employee director compensation cap: $300,000 for first calendar year; $100,000 thereafter (cash plus equity) .
Performance Compensation
| Feature | Details |
|---|---|
| Award vehicles | Stock options, SARs, restricted stock, RSUs, other stock-based awards under the 2024 Plan . |
| Director annual cap | Non-employee director total comp capped as above ($300k initial year; $100k thereafter) . |
| Performance metrics | Not disclosed for director awards (plan allows performance-based awards but metrics not specified for directors) . |
| Change-in-control treatment | Plan allows accelerated vesting with performance deemed achieved at target, or settlement for change-in-control price, at administrator discretion . |
| Clawback | Board adopted a clawback policy on March 25, 2024 (recovery upon certain accounting restatements); no recoveries to date . |
Other Directorships & Interlocks
| Company/Org | Type | Public? | Role | Committee Roles |
|---|---|---|---|---|
| Texas Motorcycle Dealer Association | Trade association | No | Director | Not disclosed |
| National Powersports Dealer Association | Trade association | No | Director | Not disclosed |
| Other public company boards | — | — | None disclosed | — |
Expertise & Qualifications
- Industry/operator expertise: Powersports, RV, and marine dealer operations and performance consulting (Woods Cycle Country; Spader/NCM) .
- Governance role: Chair of Compensation Committee; member of Audit and Nominating & Corporate Governance .
- Independence and engagement: Determined independent; Board reports no director attendance below 75% in 2024 .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Mark Sheffield | 6,750 | <1% | As of March 24, 2025; based on 41,546,700 shares outstanding . |
Additional ownership/pledging details:
- Vested vs. unvested breakdown: Not disclosed for directors.
- Pledging as collateral: Not disclosed for directors.
- Ownership guidelines: Not disclosed for directors.
Governance Assessment
Positives
- Independent director with relevant industry operating insight; serves as Compensation Committee Chair; also sits on Audit and Nominating committees, supporting board oversight breadth .
- Director compensation is modest and equity-heavy ($21,243 in stock; no cash), which can align director incentives with shareholders ; plan caps director pay ($100k ongoing; $300k initial) .
- Company has adopted insider trading and clawback policies (both March 25, 2024) .
Watch items and RED FLAGS
- RED FLAG: Section 16(a) reporting compliance was not fully met for several insiders, including Mark Sheffield, during FY2024 (company disclosed exceptions but did not detail the specific delinquencies) .
- Controlled company risk: CEO holds >50% voting power; while the company says it does not currently use governance exemptions, it reserves the right to do so in future, which could weaken minority shareholder protections .
- Related-party exposure concentrated with CEO entities (loans, leases, guarantees); while the Audit Committee (on which Sheffield serves) reviews/approves related-party transactions, the magnitude/terms (e.g., $5.55M loan balance at year-end; multi-property leases renewed at higher rents) warrant continued scrutiny for fairness and independence .
- Committee workload: Compensation and Nominating committees each met once in 2024; depending on executive/board changes, low meeting frequency can be a process risk if major actions are needed between cycles .
Attendance and engagement
- Board met 4 times in 2024; no director, including Sheffield, was below the 75% attendance threshold .
Compensation alignment considerations
- Director pay is equity-only in 2024 ($21,243), consistent with alignment; no meeting or chair fees disclosed separate from the equity grant .
- Plan-level CIC provisions can accelerate vesting at target, which can be standard but should be monitored for overall dilution and pay-for-performance integrity .
Regulatory/policy backdrop
- Insider Trading Policy in place; Clawback Policy adopted in 2024; no restatements/recoupments to date .