UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Securities Exchange Act of 1934

Filed by the Registrant ☒                            ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

MarineMax, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

MARINEMAX, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

February 21, 201920, 2020

An Annual Meeting of Shareholders of MarineMax, Inc., a Florida corporation, will be held at 8:00 a.m., local time, on Thursday, February 21, 2019,20, 2020, at our principal executive offices located at 2600 McCormick Drive, Suite 200, Clearwater, Florida 33759 for the following purposes:

The foregoingabove items of business are more fully described in the proxy statement accompanying this notice.

Only shareholders of record at the close of business on December 17, 201816, 2019, are entitled to notice of and to vote at the meeting.

All shareholders are cordially invited to attend the meeting and vote in person.  To assure your representation at the meeting, however, we urge you to vote by proxy as promptly as possible over the Internet or by phone as instructed in the Notice of Internet Availability of Proxy Materials or, if you receive paper copies of the proxy materials by mail, you can also vote by mail by following the instructions on the proxy card.  You may vote in person at the meeting even if you have previously returned a proxy.

Sincerely,

MICHAELMichael H. MCLAMBMcLamb

Secretary

Clearwater, Florida

December 27, 2018

TABLE OF CONTENTS

MARINEMAX, INC.

2600 McCormick Drive, Suite 200

Clearwater, Florida 33759

VOTING AND OTHER MATTERS

General

The accompanying proxy is solicited on behalf of MarineMax, Inc., a Florida corporation (except where the context otherwise requires, references in this proxy to “MarineMax,” “Company,” “we,” “our” or “us” means MarineMax, Inc. together with its subsidiaries), by our Board of Directors for use at our Annual Meeting of Shareholders to be held at 8:00 a.m. on Thursday, February 21, 2019,20, 2020, or at any adjournment thereof, for the purposes set forth in this proxy statement and in the accompanying notice.  The meeting will be held at our principal executive offices located at 2600 McCormick Drive, Suite 200, Clearwater, Florida 33759.

In accordance with rules adopted by the Securities and Exchange Commission, or the SEC, that allow companies to furnish their proxy materials over the Internet, we are mailing to most of our shareholders a Notice of Internet Availability of Proxy Materials instead of a paper copy of our proxy statement and our 20182019 Annual Report.  The Notice of Internet Availability of Proxy Materials contains instructions on how to access those documents and vote over the Internet.  The Notice of Internet Availability of Proxy Materials also contains instructions on how to request a paper copy of our proxy materials, including our proxy statement, our 20182019 Annual Report, and a form of proxy card.  We believe this process will allow us to provide our shareholders the information they need in a more timely manner, while reducing the environmental impact and lowering our costs of printing and delivering the proxy materials.

These proxy solicitation materials were first distributed on or about December 27, 201826, 2019 to all shareholders entitled to vote at the meeting.

Record Date and Outstanding Shares

Shareholders of record at the close of business on December 17, 201816, 2019 (the “Record Date”) are entitled to notice of and to vote at the meeting.  On the Record Date, there were issued and outstanding 27,317,31621,499,968 shares of our common stock.  Each holder of common stock voting at the meeting, either in person or by proxy, may cast one vote per share of common stock held on all matters to be voted on at the meeting.

If, at the close of business on December 17, 2018,16, 2019, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, then you are a shareholder of record.  As a shareholder of record, you may vote in person at the meeting.  Alternatively, you may vote over the Internet as described above.  Whether or not you plan to attend the meeting, we urge you to fill out and return the enclosed proxy card or vote by proxy over the telephone or on the Internet as instructed on the enclosed proxy card to ensure your vote is counted.  Even if you have submitted a proxy before the meeting, you may still attend the meeting and vote in person.

If, at the close of business on December 17, 2018,16, 2019, your shares were held in an account at a brokerage firm, bank, or similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization.  The organization holding your account is considered the

shareholder of record for purposes of voting at the meeting.  As a beneficial owner, you have the right to direct your broker, bank, or other nominee on how to vote the shares in your account.  You should have received

voting instructions with these proxy materials from that organization rather than from us.  You should follow the instructions provided by that organization to submit your vote.  You are also invited to attend the meeting in person.  However, because you are not the shareholder of record, you may not vote your shares in person at the meeting unless you obtain a “legal proxy” from the broker, bank, or other nominee that holds your shares giving you the right to vote the shares at the meeting.

Quorum

The presence, in person or by proxy, of the holders of a majority of the total number of shares entitled to vote constitutes a quorum for the transaction of business at the meeting.

Required Votes

For the election of the threefour director nominees for three-year terms expiring in 2022,2023, our Bylaws provide that a nominee for director shall be elected to the Board of Directors if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election; provided, however, that directors shall be elected by a plurality of the votes cast at any meeting of shareholders for which: (1) the Secretary of the Corporation receives a notice that a shareholder has nominated a person for election to the Board of Directors in compliance with the advance notice requirements set forth in our Bylaws; or (2) the number of nominees otherwise exceeds the number of directors to be elected. If directors are to be elected by a plurality of the votes cast, shareholders shall not be permitted to vote against a nominee other than by voting for another nominee.

While the say-on-pay vote is non-binding, our Board will consider the input of shareholders based on a majority of votes cast for the say-on-pay proposal.

For the votevotes to (1) ratify the appointment of KPMG LLP as the independent auditor of our Company for the fiscal year ending September 30, 2019,2020, and (2) approve the amendment to the 2011 Stock-Based Compensation Plan, the affirmative vote of the holders of a majority of the votes cast is required (please see below under “BrokerNon-Votes and Abstentions” for further discussion).  While thesay-on-pay vote isnon-binding, our Board will consider the input of shareholders based on a majority of votes cast for thesay-on-pay proposal.

Votes cast by proxy or in person at the meeting will be tabulated by the election inspector appointed for the meeting who will determine whether a quorum is present.  The election inspector will treat abstentions as shares that are present and entitled to vote for purposes of determining the presence of a quorum, but as unvoted for purposes of determining the approval of any matter submitted to the shareholders for a vote.  If a broker indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter, those shares will be considered as present and entitled to vote for purposes of determining the presence of a quorum, but as unvoted for purposes of determining the approval of any matter submitted to the shareholders for a vote.

Voting of Proxies

When a proxy is properly executed and returned, the shares it represents will be voted at the meeting as directed.  If no specification is indicated, the shares will be voted: (1) “for” the election of each of the nominees for director set forth in this proxy statement; (2) “for” thesay-on-pay vote; (3) “for” the approval of the amendment to the 2008 Employee Stock Purchase2011 Stock-Based Compensation Plan; (4) “for” the proposal to ratify the appointment of KPMG, LLP, an independent registered public accounting firm, as the independent auditor of our Company for the fiscal year ending September 30, 2019;2020; and (5) as the persons specified in the proxy deem advisable on such other matters as may come before the meeting.

BrokerNon-Votes and Abstentions

Brokers, banks, or other nominees that hold shares of common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion if permitted by the stock exchange or other organization of which they are members.  Brokers, banks, and other nominees are permitted to vote the beneficial owner’s proxy in their own discretion as to certain “routine” proposals when they have not received instructions from the beneficial owner, such as the ratification of the appointment of KPMG LLP as the independent auditor of our Company

for the fiscal year ending September 30, 2019.2020.  If a broker, bank, or other nominee votes such “uninstructed” shares for or against a “routine” proposal, those shares will be counted towards determining

whether a quorum is present and are considered entitled to vote on the “routine” proposals.  However, where a proposal is“non-routine, “non-routine,” a broker, bank, or other nominee is not permitted to exercise its voting discretion on that proposal without specific instructions from the beneficial owner.  Thesenon-voted shares are referred to as “brokernon-votes” when the broker, bank, or other nominee has voted on othernon-routine matters with authorization or voted on routine matters.  These shares will be counted towards determining whether or not a quorum is present, but will not be considered entitled to vote on the“non-routine” “non-routine” proposals.

Please note that brokers, banks, and other nominees may not use discretionary authority to vote shares on the election of directors, thesay-on-pay proposal, or the proposal to amend the 2008 Employee Stock Purchase2011 Stock-Based Compensation Plan.  For your vote to be counted in the above, you now will need to communicate your voting decisions to your broker, bank, or other nominee before the date of the meeting.

As provided in our Bylaws, a majority of the votes cast means that the number of votes cast “for” a proposal exceeds the number of votes cast “against” that proposal.  Because, under our Bylaws, abstentions and brokernon-votes do not represent votes cast “for” or “against” a proposal, brokernon-votes and abstentions will have no effect on the proposal to elect directors, thesay-on-pay proposal, amend the 2008 Employee Stock Purchase2011 Stock-Based Compensation Plan, or the proposal to ratify the appointment of KPMG LLP as the independent auditor of our Company for the fiscal year ending September 30, 2019,2020, as each such proposal is determined by reference to the votes actually cast by the shares present or represented by proxy and entitled to vote.

In accordance with our Corporate Governance Guidelines, an incumbent candidate for director who does not receive the required votes forre-election is expected to tender his or her resignation to our Board of Directors.  Our Board of Directors, or another duly authorized committee of our Board of Directors, will make a determination as to whether to accept or reject the tendered resignation generally within 90 days after certification of the election results of the shareholder vote.  We will publicly disclose the decision regarding the tendered resignation and the rationale behind the decision in a filing of a Current Report on Form8-K with the SEC.

Revocability of Proxies

Any shareholder giving a proxy may revoke the proxy at any time before its use by furnishing to us either a written notice of revocation or a duly executed proxy bearing a later date, or by attending the meeting and voting in person.  Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

Election Inspector

Votes cast by proxy or in person at the meeting will be tabulated by the election inspector appointed for the meeting, who will determine whether a quorum is present.  The election inspector will treat brokernon-votes and abstentions as shares that are present and entitled to vote for purposes of determining the presence of a quorum, and as described in the “BrokerNon-Votes and Abstentions” section of this proxy statement for purposes of determining the approval of any matter submitted to the shareholders for a vote.

Solicitation

We will bear the cost of this solicitation.  In addition, we may reimburse brokerage firms and other persons representing beneficial owners of shares for expenses incurred in forwarding solicitation materials to such beneficial owners.  Proxies also may be solicited by certain of our directors and officers, personally or by telephone ore-mail, without additional compensation.

Annual Report and Other Matters

Our 20182019 Annual Report on Form10-K, which was made available to shareholders with or preceding this proxy statement, contains financial and other information about our Company, but, except as indicated therein, is not incorporated into this proxy statement and is not to be considered a part of these proxy materials or subject to

Regulations 14A or 14C or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, or the

Exchange Act.  The information contained in the “Compensation Committee Report” and the “Report of the Audit Committee” shall not be deemed “soliciting material” or “filed” with the SEC or subject to Regulations 14A or 14C or to the liabilities of Section 18 of the Exchange Act.

Through our website,www.MarineMax.com, we make available free of charge all of our SEC filings, including our proxy statements, our annual reports on Form10-K, our quarterly reports on Form10-Q, and our current reports on Form8-K, as well as Form 3, Form 4, and Form 5 reports of our directors, officers, and principal shareholders, together with amendments to these reports filed or furnished pursuant to Sections 13(a), 15(d), or 16 of the Exchange Act.

We will provide, without charge, a printed copy of our Annual Report on Form10-K for the fiscal year ended September 30, 20182019 as filed with the SEC to each shareholder of record as of the Record Date that requests a copy in writing.  Any exhibits listed in the Form10-K report also will be furnished upon request at the actual expense incurred by us in furnishing such exhibits.  Any such requests should be directed to our Company’s secretary at our executive offices set forth in this proxy statement.

PROPOSAL ONE

PROPOSAL ONE

ELECTION OF DIRECTORS

Nominees

Our articlesArticles of incorporationIncorporation and Bylaws provide that the number of directors shall be fixed from time to time by resolution of our Board of Directors. Currently, the number of directors is fixed at nineten and that number of directors is divided into three classes, with one class standing for election each year for a three-year term. The Board of Directors has nominated Hilliard M. Eure III, Joseph A. Watters,Evelyn V. Follit, Michael H. McLamb, William Brett McGill, and George E. BorstClint Moore for election as Class IIII directors for three-year terms expiring in 20222023 or until their respective successors have been elected and qualified.

Unless otherwise instructed, the proxy holders will vote the proxies received by them for each of the nominees named above. Mrs. Follit, Mr. Eure,W. Brett McGill, Mr. Watters,McLamb, and Mr. Borst,Moore are currently directors of our Company.  In the event that any nominee is unable or declines to serve as a director at the time of the meeting, the proxies will be voted for any nominee designated by the current Board of Directors to fill the vacancy.  It is not expected that any of this year’s nominees will be unable or will decline to serve as directors.

The following table sets forth certain information regarding our directors.

until 2003, he was a consultant for several companies, including serving as President of a beverage retailing company. Mr. Eure previously served as a director of WCI Communities, Inc., a homebuilder whose stock was listed on the New York Stock Exchange.  We believe Mr. Eure’s long career in public accounting, his financial, business, and accounting expertise, and his service as a public company director provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors.  Mr. Eure qualifies as an audit committee financial expert.

EvelynV.Follit has served as a director of our Company since September 2015.  Ms. Follit has been the President of Follit Associates, a corporate technology and executive assessment consulting firm since 2005.  From 1997 to 2005, she was an executive of RadioShack Corporation, a consumer electronics retail company, where she held the positions of Senior Vice President, Chief Information Officer, and Chief Organizational Enabling Services Officer. Ms. Follit has over 20 years in leadership positions with major corporations including IBM and Dun & Bradstreet, in the areas of information technology, human resources and operations management. We believe Ms.

Follit’s senior management positions and wealth of experience in information technology and human resources make her well-qualified to serve on our Board of Directors. Ms. Follit qualifies as an audit committee financial expert.

Charles R. Oglesby has served as a director of our Company since June 2012.  Mr. Oglesby served as President and Chief Executive Officer of Asbury Automotive Group, Inc. from March 2007 until February 2011 and as Executive Chairman from February 2011 until July 2011.  Mr. Oglesby joined Asbury in February 2002 as President of North Point Automotive Group in Little Rock, Arkansas and in 2004 assumed the additional responsibility of Nalley Automotive Group. Prior to joining North Point, he was President of the San Francisco-based First America Automotive, a36-dealership group. Asbury Automotive Group is one of the largest automobile retailers in the United States.  We believe that Mr. Oglesby’s executive leadership positions and wealth of experience and expertise in growing a business model with strong similarities to our Company provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors.

Joseph A. Watters has served as a director of our Company since October 2005.  Mr. Watters is a private investor.  Mr. Watters served as the Chairman of Oceania Cruises, a cruise line, from January 2003 to December 2007.  Mr. Watters served as President and Chief Operating Officer of Crystal Cruises from 1994 to 2001.  While at Crystal Cruises, Mr. Watters was a member of the International Council of Cruise Lines’ executive committee from 1999 to 2001 and Board of Directors from 1994 to 2001.  He was also a member of the Cruise Line International Association’s executive committee from 1995 to 1996 and management committee from 1994 to 2001.  Prior to Crystal Cruises, Mr. Watters served as President and Owner of The Watters Group, President of Royal Viking Line from 1985 to 1989, and President of Princess Cruises from 1981 to 1985.  Mr. Watters began his cruise line career with Princess Cruises in 1977.  We believe that Mr. Watters’ senior management positions with leading companies in the cruise industry, his experience as an investor, and his service as a director of multiple companies provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors.

Rebecca White has served as a director of our Company since May 2018.  Ms. White currently serves as Walter Chair of Entrepreneurship, Professor of Entrepreneurship and Director of the John P. Lowth Entrepreneurship Center at the University of Tampa and has been teaching at the University of Tampa since 2009. Prior to the University of Tampa, Ms. White taught at Northern Kentucky University from 1994 to 2009 and built a top 25 nationally ranked entrepreneurship program. She received a MBA and a Ph.D. from Virginia Polytech Institute and State University. Her primary research and teaching interests are in opportunity recognition and developing an entrepreneurial mindset. She has served on a number of company,non-profit and industry association boards over the past 15 years and is an active member of the National Association of Corporate Directors. Ms. White has more than 25 years of experience in education, training, coaching and mentoring. We believe that Ms. White’s experience mentoring and helping business leaders achieve their strategic goals make her well qualified to serve on our Board of Directors.

Dean S. Woodman served as a director of our Company from September 1999 until February 2016. Mr. Woodman has served as a Director Emeritus since February 2016. Since July 1999, Mr. Woodman has

served as a consultant to public and private companies specializing in financial assignments, private equity and debt placements, and mergers and acquisitions. Mr. Woodman was a Managing Director of ING Barings LLC (and its predecessor Furman Selz), an international investment banking firm, from July 1989 to June 1999 and a Managing Director in the investment banking group of Hambrecht & Quist from October 1984 to March 1988. Mr. Woodman was a founding partner of Robertson Colman Stephens & Woodman in 1978 and of Woodman, Kirkpatrick & Gilbreath in 1982. Previously, Mr. Woodman worked in the investment banking division of Merrill Lynch for 23 years, where he spent 16 years as director of West Coast corporate financing until 1978. Mr. Woodman serves as a director of Medallion Bank, a wholly owned subsidiary of Medallion Financial Corp., a publicly traded commercial finance company. In addition, Mr. Woodman previously served as Chairman of both Woodman Laboratories, Inc., a privately owned consumer products company, and SciClone Pharmaceuticals, Inc., a publicly traded biotechnology company. We believe Mr. Woodman’s longstanding prior service on our Board of Directors, long career in investment banking and his experience as an investor in numerous public and private companies provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve as Director Emeritus.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” EACH OF THE CLASS IIII NOMINEES LISTED ABOVE.

CORPORATE GOVERNANCE

Director Independence

Our Board of Directors has determined, after considering all the relevant facts and circumstances, that Messrs. Eure, Moore, Oglesby, Watters, Borst, Ms. Follit, and Ms. White, are independent directors, as “independence” is defined by the listing standards of the New York Stock Exchange, because they have no material relationship with us (either directly or as a partner, shareholder, or officer of an organization that has a relationship with us).  Messrs. W. Brett McGill, William H. McGill, and McLamb are employee directors and accordingly, are not independent.

Classification of our Board of Directors

Our Board of Directors is divided into three classes, with one class standing for election each year for a three-year term.  At each annual meeting of shareholders, directors of a particular class will be elected for three-year terms to succeed the directors of that class whose terms are expiring. Messrs. Eure, Watters,Ms. Follit, Mr. W. Brett McGill, Mr. McLamb, and BorstMr. Moore are Class IIII directors whose terms will expire at the meeting, but have been nominated by our Board of Directors forre-election for three-year terms expiring in 2022. Ms. Follit, Mr. McLamb,2023.

Messrs. Eure, Watters, and Mr. MooreBorst are Class IIII directors whose terms will expire in 2020.2022. Ms. White, Mr. William H. McGill, and Mr. Oglesby are Class II directors whose terms will expire in 2021. There are no family relationships among any of our directors.

Committee Charters, Corporate Governance, and Code of Ethics

Our Board of Directors has adopted charters for the Audit, Compensation, and Nominating/Corporate Governance Committees describing the authority and responsibilities delegated to each committee by our Board of Directors.  Our Board of Directors has also adopted Corporate Governance Guidelines, a Code of Business Conduct and Ethics, and a Code of Ethics for the CEO and Senior Financial Officers.  We post on our website, atwww.MarineMax.com, the charters of our Audit, Compensation, and Nominating/Corporate Governance Committees; our Corporate Governance Guidelines, Code of Business Conduct and Ethics, and Code of Ethics for the CEO and Senior Financial Officers, and any amendments or waivers thereto; and any other corporate governance materials contemplated by SEC or New York Stock Exchange regulations.  These documents are also available in print to any shareholder requesting a copy in writing from our corporate secretary at our executive offices set forth in this proxy statement.

Executive Sessions

We regularly schedule executive sessions in whichnon-employee directors, meet without the presence or participation of management, with at least one of such sessions each year including only independent directors.  The Lead Independent Director chairs the executive sessions.

Board Committees

Our Board of Directors has an Audit Committee, a Compensation Committee, and a Nominating/Corporate Governance Committee, each consisting entirely of independent directors.

The Audit Committee

The purpose of the Audit Committee is to assist the oversight of our Board of Directors of the integrity of the financial statements of our Company, our Company’s compliance with legal and regulatory matters, the independent auditor’s qualifications and independence, and the performance of our Company’s independent auditor and internal audit function.  The primary responsibilities of the Audit Committee are set forth in its charter and include various matters with respect to the oversight of our Company’s accounting and financial reporting process and audits of the financial statements of our Company.  The Audit Committee also selects the independent auditor to conduct the annual audit of the financial statements of our Company; reviews the proposed scope of such audit; reviews accounting and financial controls of our Company with the independent auditor and our financial accounting staff; and reviews and approves transactions between us and our directors, officers, and their affiliates.

The Audit Committee currently consists of Messrs. Eure, Moore, Borst, and Ms. Follit, each an independent director of our Company under the New York Stock Exchange rules as well as under rules adopted by the SEC pursuant to the Sarbanes-Oxley Act of 2002.  Mr. Eure serves as the Chairman of the Audit Committee.  The Board of Directors has determined that Messrs. Eure, Moore, Borst, and Ms. Follit (whose backgrounds are detailed above) each qualify as an “audit committee financial expert” in accordance with applicable rules and regulations of the SEC.

The Compensation Committee

The purpose and responsibilities of the Compensation Committee include reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating the performance of our Chief Executive Officer in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed by the Board of Directors), determining and approving the compensation level of our Chief Executive Officer based on this evaluation.  The Compensation Committee also recommends to the Board of Directors, or as directed by the Board of Directors determines and approves, the compensation of our other executive officers, and considers the grant of stock-based awards to our executive officers under our 2011 Stock-BasedStock-

Based Compensation Plan.  The Compensation Committee currently consists of Messrs. Moore, Oglesby, Borst, Watters, and Ms. White with Mr. Moore serving as Chairman.

The Nominating/Corporate Governance Committee

The purpose and responsibilities of the Nominating/Corporate Governance Committee include the identification of individuals qualified to become Board members, the selection or recommendation to the Board of Directors of nominees to stand for election as directors at each election of directors, the development and recommendation to the Board of Directors of a set of corporate governance principles applicable to our Company, the oversight of the selection and composition of committees of the Board of Directors, and the oversight of the evaluations of the Board of Directors and management.  The Nominating/Corporate Governance Committee currently consists of Messrs. Eure, Oglesby, Watters, Ms. Follit, and Ms. White with Mr. Watters serving as Chairman. The Nominating/Corporate Governance Committee will consider director nominees suggested by Committee members and other Board members, as well as management.  Also, the Committee may, at its discretion, retain a third-party executive search firm to identify potential nominees. In addition, the

Nominating/Corporate Governance committeeCommittee will consider persons recommended by shareholders for inclusion as nominees for election to our Board of Directors if the names, biographical data, and qualifications of such persons are submitted in writing in a timely manner consistent with our Bylaws and addressed and delivered to our Company’s secretarySecretary at the address listed herein.  The Nominating/Corporate Governance Committee identifies and evaluates nominees for our Board of Directors, including nominees recommended by shareholders, based on numerous factors it considers appropriate, some of which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity, and the extent to which the nominee would fill a present need on our Board of Directors.  As discussed above, the members of the Nominating/Corporate Governance Committee are independent, as that term is defined by the listing standards of the New York Stock Exchange.

Risk Assessment of Compensation Policies and Practices

We have assessed the compensation policies and practices with respect to our employees, including our executive officers, and have concluded that they do not create risks that are reasonably likely to have a material adverse effect on our Company.   This determination is based on the following factors intended to encourage our employees, including our executive officers, to not take unreasonable risks:

Board’s Role in Risk Oversight

Risk is inherent in every business.  As is the case in virtually all businesses, we face a number of risks, including operational, economic, financial, legal, regulatory, cybersecurity, and competitive risks. The nature and effect of these risks vary in many ways, including our ability to anticipate and understand the risk, the types of negative impacts that could result if the risk manifests itself, the likelihood that an undesired event or a particular

adverse impact would occur, and our ability to control the risk and reduce potential adverse impacts.  Particular behaviors can avoid or mitigate some risks, and some risks are unavoidable as a practical matter.  The potential adverse impact of some risks may be minor, and accordingly, as a matter of business judgment, allocating significant resources to avoid or mitigate such a minor potential adverse impact may not be prudent.  In some cases, a higher degree of risk may be acceptable because of a greater perceived potential for reward.  We engage in numerous activities seeking to align our voluntary risk-taking with Company strategy, and understand that projects and processes may enhance our business interests by encouraging innovation and appropriate levels of risk-taking.  Our management is responsible for theday-to-day management of the risks we face.  Our Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management.

In its oversight role, our Board of Directors’ involvement in our business strategy and strategic plans plays a key role in its oversight of risk management, its assessment of management’s risk appetite, and its determination of the appropriate level of enterprise risk.  Our Board of Directors receives updates at least quarterly from senior management and periodically from outside advisors regarding the various risks we face, including operational, economic, financial, legal, regulatory, and competitive risks.  Our Board of Directors also reviews the various risks we identify in our filings with the SEC as well as risks relating to various specific developments, such as acquisitions, stock repurchases, debt and equity placements, and product introductions.

Our Board committees assist our Board of Directors in fulfilling its oversight role in certain areas of risks.  Pursuant to its charter, the Audit Committee oversees the financial and reporting processes of our Company and the audit of the financial statements of our Company and provides assistance to our Board of Directors with respect to the oversight and integrity of the financial statements of our Company, our Company’s compliance with legal and regulatory matters, the independent auditor’s qualification and independence, and the performance of our independent auditor.  The Compensation Committee considers the risks that our compensation policies and practices may have in attracting, retaining, and motivating valued employees and endeavors to assure that it is not reasonably likely that our compensation policies and practices would have a material adverse effect on our Company.  Our Nominating/Corporate Governance Committee oversees governance related risks, such as Board independence, conflicts of interests, and management succession planning.

Board Diversity

We seek diversity in experience, viewpoint, education, skill, and other individual qualities and attributes to be represented on our Board of Directors.  We believe directors should have various qualifications, including individual character and integrity; business experience and leadership ability; strategic planning skills, ability, and experience; requisite knowledge of our industry and finance, accounting, and legal matters; communications and interpersonal skills; and the ability and willingness to devote time to our Company.  We also believe the skill sets, backgrounds, and qualifications of our directors, taken as a whole, should provide a significant mix of diversity in personal and professional experience, background, viewpoints, perspectives, knowledge, and abilities.  Nominees are not to be discriminated against on the basis of race, religion, national origin, gender, sexual orientation, disability, or

any other basis prohibited by law.  The assessment of directors is made in the context of the perceived needs of our Board of Directors from time to time.

All of our directors have held or currently hold high-level positions in business or professional service firms and have experience in dealing with complex issues.  We believe that all of our directors are individuals of high character and integrity, are able to work well with others, and have committed to devote sufficient time to the business and affairs of our Company.  In addition to these attributes, the description of each director’s background sets forth above indicates the specific experience, qualifications, and skills necessary to conclude that each individual should continue to serve as a director of our Company.

Board Leadership Structure

We believe that effective board leadership structure can depend on the experience, skills, and personal interaction between persons in leadership roles as well as the needs of our Company at any point in time.  Our Corporate Governance Guidelines support flexibility in the structure of the Board by not requiring the separation of the roles of Executive Chairman of the Board and Chief Executive Officer.

The Board regularly considers the appropriate leadership structure for the Company and has concluded that, at this time, the Company and its shareholders are best served by separating the positions of Chief Executive Officer and Executive Chairman of the Board. In October 2018, the Board elected Mr. William H. McGill as Executive Chairman of the Board.  The Board believes that separating the duties of Executive Chairman of the Board from the Chief Executive Officer improves the Board’s oversight of management and allows the Chief Executive Officer to focus on managing the Company’s business, while allowing the Executive Chairman to focus on more effectively leading the Board and supporting the initiatives of the Company and management.  We believe that Mr. William H. McGill, our former Chief Executive Officer for over twenty years is uniquely qualified to serve as Executive Chairman of the Board of Directors. The extensive knowledge of the Executive Chairman of the Board regarding our operations and industries and the markets in which we compete uniquely positions him to identify strategies and prioritize matters for board review and deliberation.

We believe that we have effective and active oversight by experienced independent directors and independent committee chairs, and the independent directors meet together in executive session at virtually every Board meeting.  We also have established a position of Lead Independent Director who performs many of the duties that would be performed by an independent Board chair.  We currently select, on an annual basis, one of our independent directors to serve as Lead Independent Director for the year.  Mr. Moore currently serves as our Lead Independent Director and he has extensive business experience which benefits him in this role.

The Executive Chairman of the Board provides guidance to the Board; facilitates an appropriate schedule for Board meetings; sets the agenda for Board meetings; presides over meetings of the Board; and facilitates the quality, quantity, and timeliness of the flow of information from management that is necessary for the Board to effectively and responsibly perform its duties.

The Chief Executive Officer is responsible for theday-to-day leadership of our Company and setting our Company’s strategic direction.

The Lead Independent Director’s duties include presiding over executive sessions of our independent directors; serving as a liaison between thenon-employee directors, the Chief Executive Officer and the Executive Chairman of the Board; chairing meetings of the Board of Directors in the absence of the Executive Chairman of the Board; reviewing the agenda for each meeting of the Board of Directors; consulting with the Executive Chairman of the Board and the Chief Executive Officer on matters relating to corporate governance and the performance of the Board of Directors; and facilitating teamwork and communication between thenon-employee directors and management.

Social & Environmental Responsibility

Our Board of Directors is committed to social and environmental responsibility. We strive to conduct our business in an ethical and socially responsible way, and are sensitive to the needs of the environment, our customers, our shareholders, our employees and our communities. We seek out, to the extent financially feasible, manufacturers

committed to high levels of sustainability, environmental stewardship, and low-emissions. Further, we pride ourselves in supporting our local communities both on and off the water, which includes supporting Habitat for Humanity housing projects and supporting the ocean cleanup company 4ocean and their mission to end the world’s plastic pollution crises. These commitments from our Board of Directors and Officers are included in our Corporate Governance Guidelines, a Code of Business Conduct and Ethics, and a Code of Ethics for the CEO and Senior Financial Officers.

Director and Officer Hedging and Pledging

We have a policy prohibiting directorsall employees, officers, and officersdirectors from purchasing financial instruments (including prepaid forward contracts, equity swaps, collars, and exchange funds) designed to hedge or offset decreases in the market value of compensatory awards of our equity securities directly or indirectly held by them. Additionally, we have a policy prohibiting directors and officers from pledging of shares.

Director and Officer Stock Ownership Guidelines

Our Board of Directors believes that the alignment of directors’ and executive officers’ interests with those of our shareholders is strengthened when Board members and executive officers are also shareholders.  Therefore, our Board of Directors has adopted minimum stock ownership guidelines under which directors and executive officers are expected to acquire shares of our Company’s common stock with a value at least equal to a multiple of one to five times the annual retainer paid for serving on the Board (if a Director)director) or the base salary (if an executive officer). The directors and executive officers are expected to satisfy at least the minimum guidelines beginning on the later of five years following (i) the date the guidelines were adopted (September 27, 2017) or (ii) the date the individual becomes a director or executive officer, as applicable.  This program is designed to ensure that directors and executive officers acquire a meaningful ownership interest in our Company during their tenure with the Company.  All of our directors and executive officers are expected to be in compliance with these minimum guidelines within the time period described above.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended September 30, 2018,2019, our Compensation Committee consisted of Messrs. Moore, Oglesby, Borst, Watters, and Ms. White.  None of these individuals had any contractual or other relationships with us during their terms as directors during the fiscal year except as directors.

Board and Committee Meetings

Our Board of Directors held a total of seven meetings during the fiscal year ended September 30, 2018.2019. No director attended fewer than 75% of the aggregate of (i) the total number of meetings of the Board of Directors; and (ii) the total number of meetings held by all committees of the Board of Directors on which such director was a member.

During the fiscal year ended September 30, 2018,2019, the Audit Committee held eightseven meetings; the Compensation Committee held fivefour meetings; and the Nominating/Corporate Governance Committee held fivethree meetings.

Annual Meeting Attendance

We encourage our directors to attend each annual meeting of shareholders.  To that end, and to the extent reasonably practical, we generally schedule a meeting of our Board of Directors on the same day as our annual meeting of shareholders.  All of our directors attended our annual meeting of shareholders last year.

Communications with Directors

Interested parties may communicate with our Board of Directors or specific members of our Board of Directors, including our independent directors and the members of our various Board committees, by submitting a letter addressed to the Board of Directors of MarineMax, Inc. at the address listed herein c/o any specified individual director or directors.  Any such letters are forwarded to the relevant directors.

COMPENSATION DISCUSSIONDISCUSSION AND ANALYSIS

Overview and Philosophy

Our Board of Directors has appointed a Compensation Committee, consisting solely of independent members of the Board of Directors, to review and approve corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluate the performance of our Chief Executive Officer in light of those goals and objectives, and determine or recommend to the Board of Directors the compensation of our Chief Executive Officer based on this evaluation. The Compensation Committee also recommends to the Board of Directors, or as directed by the Board of Directors determines and approves, the compensation of our other executive officers. The Compensation Committee makes every effort to ensure that the compensation plan is consistent with our values and is aligned with our business strategy and goals as they exist from time to time.

Our compensation program for executive officers consists primarily of base salaries, cash incentive bonuses, cash discretionary bonuses, and long-term incentives in the form of stock-based awards, which may include time-based or performance-based stock options, shares of restricted common stock, restricted stock units, or time-based or performance-based RSUs, or a combination thereof. Executives also participate in various other benefit plans, including medical and retirement plans that generally are available to all of our employees. We consider each element of compensation collectively with other elements of compensation when establishing the various forms, elements, and levels of compensation.

Our philosophy is to pay reasonablecompetitive base salaries to executives at levels that help us to attract, motivate, and retain highly qualified executives. Our executive base salaries are generally at or below those of our peer companies taking into account the possibility of the receipt by our executives of cash performance-based incentive bonuses. Cash incentive bonuses are designed to reward individuals based on certain aspects of our

Company’s financial results as well as the achievement of personal and corporate objectives designed to contribute to our long-term success in building shareholder value.  Grants of stock-based awards are intended to result in limited rewards if the price of our common stock does not appreciate, but may provide substantial rewards to executives as our shareholders in general benefit from stock price appreciation.  Grants of stock-based awards also are intended to align compensation with the price performance of our common stock.  Total compensation levels reflect corporate positions, responsibilities, and achievement of goals. As a result of our performance-based compensation philosophy, to compensation, compensationpay levels may vary significantly from year to year and among our various executive officers.  In general, we expect the compensation level of our Chief Executive Officer will be higher than that of our other executive officers assuming relatively equal achievement of performance targets.

We believe that the overall compensation levels for our executive officers, including our named executive officers, are in alignment with ourpay-for-performance philosophy and have been consistent with our performance.  At our 20182019 Annual Meeting of Shareholders, our shareholders overwhelmingly approved, on an advisory basis, the compensation of our named executive officers described in our proxy statement related to our 20182019 Annual Meeting of Shareholders.  Holders of approximately 18.6 million of our outstanding shares voted “for” such advisorysay-on-pay proposal, representing approximately 84%97% of the votes cast on thesay-on-pay proposal.  Our Compensation Committee and our Board of Directors considered these final vote results and determined that, given the significant level of support and the overall effectiveness of our system, no material changes to our executive compensation philosophy, policies, and practices were necessary or desirable based on such vote results.

Role of the Compensation Committee and Chief Executive Officer

At the request of our Compensation Committee, our Chief Executive Officer generally attends a portion of our Compensation Committee meetings, including meetings at which select other members of management and our compensation consultants may be present.  This enables our Compensation Committee to review with our Chief Executive Officer the corporate and individual goals that he regards as important to achieve our overall goals.for the organization with the Chief Executive Officer. Our Compensation Committee also requests that our Chief Executive Officer assess the performance of, and our goals and objectives for, the other executives.  Although the participation of the Chief Executive Officer enables him to potentially influence, suggest and advise on goals, performance targets, and objectives, including his own, the Compensation Committee rather than our Chief Executive Officer makes all final determinations or Board recommendations regarding setting individual and corporate goals, targets, objectives, and performance against such goals and targets.

The Compensation Committee reviews and approves or recommends to our Board of Directors the compensation of our Chief Executive Officer and our other executive officers.  Annually, our Compensation Committee evaluates the performance of our Chief Executive Officer and establishes or recommends to our Board of Directors the compensation of our Chief Executive Officer in light of the goals and objectives of our compensation program for that year.  Our Compensation Committee together with our Chief Executive Officer annually assesses the performance of our other executive officers.  Based on recommendations from our Chief Executive Officer and the determinations of our Compensation Committee, our Compensation Committee approves or makes recommendations to our Board of Directors regarding the compensation of our other executive officers.

Compensation Surveys and Compensation Consultants

In determining compensation levels, we periodically review compensation levels of companies that we deem to be similar to our Company, competitive factors to enable us to attract executives from other companies, and compensation levels that we deem appropriate to retain and motivate our executives. We use peer group information as a point of reference, but do not benchmark or target our compensation levels against a specific percentile relative to our peer group.

On an annual basis, we retain the services of independent compensation consultants to review a wide variety of factors relevant to executive compensation, trends in executive compensation, and the identification of

relevant peer companies. The Compensation Committee makes all determinations regarding the engagement, fees, and services of our compensation consultants; our compensation consultants report directly to our Compensation Committee; and our compensation consultants do not perform any other services for our Company. For this fiscal year, the Committee received advice from The POE Group and Compensation Advisory Partners (“CAP”).

Base Salary

We set base salaries at a level we believe to be sufficient to attract, retain, and motivate our executives taking into account the fact that our executives have the opportunity to receive significant incentive compensation if they are able to achieve performance goals set from time to time.  Base salaries for executive officers are established based on an executive’s position, responsibilities, skills, and experience.  In determining base compensation, we also take into account individual performance and contributions, future potential, competitive salary levels for comparable positions at other companies, salary levels relative to other positions within our Company, and corporate needs. The Compensation Committee’s evaluation of the foregoing factors is subjective, and the Compensation Committee does not assign a particular weight to any factor.

Cash Incentive Compensation

Cash incentive compensation represents an important component of our overall executive compensation.  Our cash incentive compensation is intended to reflect ourpay-for-performance philosophy. We establish objective performance criteria when setting performance goals for the cash incentive compensation program for a particular year. The performance criteria may include a wide range of factors, including pretax income for our consolidated Company or on a regional basis, customer satisfaction index, specific performance metrics, stock price performance, achievement of targeted results for various Company operations, expense management, market share, inventory management, earnings before interest, taxes, depreciation, and amortization, operating margin, working capital, cash, cash management, anddebt-to-equity ratio. The performance criteria vary on ayear-to-year andexecutive-by-executive basis depending on the goals then deemed important for our Company as a whole and for the particular executive officer and may be established for all or a portion of a year or for multiple years. We attempt to set each of our performance goals at a level that can be realistically achieved, but at a level that is challenging and consistent with achieving the desired corporate goal and furthering shareholder interests. In establishing performance goals, our Compensation Committee also may take into consideration prevailing as well as expected future economic conditions affecting our Company’s business and industry. Our Compensation Committee, following its review of the mathematical computations prepared by our Company and the corresponding report thereon from our internal audit department, determined that our executive officers satisfied 100% of their performance goals for fiscal 2016,2017, 67% of their performance goals for fiscal 2018, and 100% of their performance goals for fiscal 2017, and 67% of their performance goals for fiscal 2018. The decrease in satisfaction of performance goals for fiscal 2018 was largely the result of certain performance objectives being earned at a lower threshold for fiscal 2018 targets as compared to fiscal 2017 targets.2019.

Grants of Stock-Based Awards

We strongly believe in utilizing our common stock to tie executive rewards directly to our long-term success and increases in shareholder value. Grants of stock-based awards to our executive officers enable those executives to benefit from a significant position in our common stock. We have no ongoing policy for allocating among different types of stock-based awards. Therefore, we maintain the flexibility to grant each type of stock-based award.  Among other factors, the amount and type of stock-based awards granted takes into account stock-based awards previously granted to an individual.  Stock-based compensation typically vests over a period of years to encourage executive retention and emphasize long-term performance and may also include specific performance metrics to be earned. Our Board of Directors grants stock-based awards at regularly scheduled meetings of the Board after reviewing allocations recommended by the Compensation Committee following advice from the committee’s compensation consultants, an analysis of peer companies, specific goals to be achieved, and a wide range of other factors.  See “Executive Compensation — Summary Compensation Table.”

Other Benefits

Executive officers are eligible to participate in benefit programs designed for all of our full-time employees.  These programs include medical insurance, a qualified retirement program allowed under Section 401(k) of the Internal Revenue Code, and life insurance coverage.

Deductibility of Executive Compensation

We take into account the tax effect of our compensation.  Section 162(m) of the Internal Revenue Code as modified by the Tax Reform Act of the passage of the Tax Cuts and Jobs Act legislation in December 2017, currently limits the deductibility for federal income tax purposes of compensation in excess of $1.0 million paid to each of any publicly held corporation’s chief executive officer, chief financial officer, and three other most highly compensated executive officers.  We may deduct certain types of compensation paid to any of these individuals only to the extent that such compensation during any fiscal year does not exceed $1.0 million. We currently expect a portion of the compensation of our executive officers to exceed the deductibility threshold under Section 162(m) of the Internal Revenue Code.

Accounting Considerations

We account for stock-based awards in accordance with the provisions of Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718 “Compensation —- Stock Compensation” (ASC 718).  In determining stock-based awards, we consider the potential expense of those grants under ASC 718 and the impact on our earnings per share.

Policies for the Pricing and Timing of Stock-Based Grants

We set the price of all stock-based awards at the closing price of our stock on the New York Stock Exchange on the date of grant.  We grant the stock-based compensation at regularly scheduled meetings each year.  In the case of new hires, we generally grant stock-based awards on start dates, which are determined by the date the employee reports for service.

Employment Agreements

Each of Messrs. William H. McGill, W. Brett McGill, and Michael H. McLamb is a party to an employment agreement with us, which provides for designated base salaries plus incentive compensation based on the performance of our Company and the employees as determined by our Board of Directors.  Each of the employment agreements provides for benefits in the event of certain changes in control of our Company. These arrangements have no effect

on our compensation arrangements absent a change in control.  See “Executive Compensation — Employment Agreements” and “Executive Compensation —- Potential Payments Upon Termination or Change in Control.”

Clawback

In December 2016, our Board of Directors amended our corporate governance guidelines to include a “clawback” policy.  This policy provides that if any of our financial statements are required to be materially restated resulting from the fraudulent actions of any officer, our Board may direct that we recover all or a portion of any equity grant, any compensation award or any past or future compensation, other than base salary, from any such officer with respect to any year for which our financial results are adversely affected by such restatement.

Fiscal 20182019 Compensation

Summary

We worked with our executive compensation consultants in connection with our fiscal 20182019 incentive compensation program to maintain our long-standingpay-for-performance philosophy. Our base salaries for our named executive officers for fiscal 20182019 generally were at the 50th percentile level or lower for our peer

companies (those used for purposes of determining fiscal 20182019 compensation are listed below). Excluding Ms. Day who separated from our Company during fiscal 2018 and Mr. Cassella who was not a named executive officer in fiscal 2017, ourThe base salaries for the remainingour named executive officers increaseddecreased in aggregate by approximately 2%5% from fiscal 20172018 levels. Overall cash compensation for our remaining named executive officers decreased 12%increased 4% from fiscal 20172018 levels. Stock-based compensation for our named executive officers increased 2%14% from fiscal 2017.2018. The total compensation decreasesincreases were largely the result of certain performance objectives being earned at a lowerhigher threshold for fiscal 20182019 targets as compared to fiscal 2017 targets and therefore caused a decrease in performance-based compensation as compared to fiscal 2017.2018 targets.

Compensation Consultants

The Compensation Committee engaged Poe Group, Inc. to assist us in reviewing, developing, and assessing our fiscal 20182019 incentive compensation program to maintain our long-standingpay-for-performance philosophy. Poe Group, Inc. also assisted us in determining an appropriate group of peer companies. As a result of the absence of comparable direct competitors, the peer group was drawn from specialty retail companies.  These peer companies, for purposes of determining fiscal 20182019 compensation, are as follows: Arctic Cat, Big 5 Sporting Goods, Callaway Golf, Cavco Industries, Ethan Allen Interiors,Conn’s, Deckers Outdoor, H&E Equipment Services, HibbetHaverty Furniture Companies, Hibbett Sports, Kforce,Johnson Outoors, Lazydays Holdings, Inc., LCI Industries, M/I Homes, Perry Ellis International, Sotheby’s, Sportsman’s Warehouse Holdings, Sykes Enterprises,Inc., Vail Resorts, William Lyon Homes, and Winnebago Industries.

Base Salaries

Our named executive officers received base compensation for fiscal 20182019 in accordance with their respective fiscal 20172018 compensation plans as recommended by the Compensation Committee and approved by the Board of Directors. We increased the base salary of Mr. W. Brett McGill by $36,000 in conjunction with his promotion to President and Chief Operating Officer at the beginning of fiscal 2018. Following the end of fiscal 2018, we increased theMcGill’s base salary of Mr. W. Brett McGillincreased in early 2019 by another $124,000 in conjunction with his promotion to Chief Executive Officer and President. Mr. William H. McGill Jr.’s base salary decreased in early fiscal 2019 by $250,000 in conjunction with his retirement as Chief Executive Officer and President and related appointment as Executive Chairman of the Board. Mr. Michael H. McLamb’s base salary increased $20,000 in fiscal 2019. The base salaries of our other named executive officers remained unchanged in fiscal year 20182019 from fiscal year 2017.2018. In accordance with ourpay-for-performance philosophy, our base compensation levels for our named executive officers for fiscal 20182019 were generally at or below the average of the peer group companies.

Incentive Compensation

For fiscal 2018,2019, we established individual cash compensation plans for Messrs. William H. McGill, W. Brett McGill, McLamb, Cashman, Cassella and Ms. Day.Cassella.

The cash compensation plans had targeted incentive cash compensation of 100%, 80%100%, 70%, 70%, 45%, and 45% of base salaries for Mr.Messrs. William H. McGill, Mr. W. Brett McGill, Mr. McLamb, Mr. Cashman, Mr.and Cassella, and Ms. Day, respectively.  The performance objectives for Mr.Messrs. William H. McGill, Mr. W. Brett McGill, Mr. McLamb, Mr. Cashman, Mr.and Cassella, and Ms. Day, consisted of achieving a pretax income performance bonus, an aged inventory bonus, and a net promoter score bonus; weighted 50%, 30%, and 20%, respectively, and each measured quarterly.

AThe minimum pretax income performance bonus may be earned quarterly if at least 85% of the target objective (which was measured quarterly for the first three quarters and annually for the fourth quarter) was achieved (i.e., if less than 85% was achieved, no amount in bonus would be paid).  At an 85% performance, the payout would be 50% of the targeted pretax income bonus.  The payout would then increase to 100% of the targeted bonus on a prorated basis, as the performance approached 100% of the target objective. A maximum pretax income performance bonus may be earned if 140% of the target objective was achieved.  At 140% performance, the payout would be 200% of the targeted quarterly pretax income bonus.  Between 100% and 140% performance, the payout would increase from 100% to 200% on a prorated basis. The quarterly and annual pretax income bonus target objectives for the fiscal 20182019 quarters ended December 31, March 31, and June 30, and the fiscal year ended September 30, waswere approximately $4,474,306, $4,232,815, $23,338,753,$6,485,632, $7,375,448, $23,975,741, and $40,671,197,$51,457,938, respectively.

A minimum aged inventory (inventory greater than 365 days old) bonus may be earned quarterly if at least approximately 85% of the quarterly target objective was achieved.  At 85%, the payout would be 50% of the quarterly targeted aged inventory bonus.  The payout would then increase to 100% of the targeted bonus on a prorated basis, as the performance approached 100% of the quarterly target objective. A maximum aged inventory bonus may be earned quarterly if at least 115% of the quarterly target objective was achieved. At 115%, the payout would be 200% of the quarterly target objective.  Between 100% and 115% the payout would increase from 100% to 200% on a prorated basis.

We have not disclosed more information than the quantitative quarterly performance target objectives of the aged inventory bonus because we believe that such disclosure would cause us competitive harm in negotiating key business relationships. The target objectives were set based upon the prior year rolling three month average aged inventory per quarter which was historically low. At the time of setting the target performance objectives for the aged inventory bonus, the Compensation Committee believed that achieving these objectives would be challenging.

A minimum net promoter score (a measure of customer satisfaction) bonus may be earned quarterly if at least 80% of the quarterly target objective was achieved.  At an 80% performance, the payout would be 50% of the quarterly targeted net promoter score bonus.  The payout would then increase to 100% of the targeted bonus on a prorated basis, as the performance approached 100% of the quarterly target objective. A maximum net promoter score bonus may be earned if 140% of the quarterly target objective was achieved.  At 140% performance, the payout would be 200% of the targeted net promoter score bonus.  Between 100% and 140% performance, the payout would increase from 100% to 200% on a prorated basis. The quarterly net promoter score bonus target objective was 10% for each quarter in fiscal 2018.2019.

For each of our named executive officers the quarterly performance objectives were satisfied as follows: the pretax income performance bonus was satisfied at 200%99%, 200%92%, 107%119%, and 166%96% for the fiscal quarters ended December 31, 2017,2018, March 31, 2018,2019, and June 30, 2018,2019, and the fiscal year ended September 30, 2018,2019, respectively, the quarterly aged inventory bonus was satisfied at 0%134%, 200%, 200%, and 200% for each of the fiscal quarters ended December 31, 2017,2018, March 31, 2018,2019, June 30, 2018,2019, and September 30, 2018,2019, respectively; and the net promoter score bonus was satisfied at 200% for each of the fiscal quarters ended December 31, 2017,2018, March 31, 2018,2019, June 30, 2018,2019, and September 30, 2018,2019, respectively. Therefore, our named executive officers received the following cash bonuses based on these performance objectives that were achieved: Mr. William H. McGill — $923,642;- $714,487; Mr. W. Brett McGill — $390,146;- $743,066; Mr. McLamb — $301,723;- $370,104; Mr. Cashman — $275,861;- $320,089; and Mr. Cassella — $121,921, and Ms. Day — $84,094. Mrs. Day’s cash bonuses were earned for the fiscal quarters ended December 31, 2017 and March 31, 2018 prior to her separation from our Company.- $141,468.

Stock-Based Awards

For fiscal 2018,2019, our stock-based incentive compensation grants for our named executive officers took the form of time-based and performance-based RSUs, weighted 40% and 60%, respectively. The time-based RSUs vest in three equal, annual installments over a three year period beginning on the date of grant and vesting on September 30^th of each respective year. The performance-based RSUs granted on November 15, 201729, 2018 included measurements for pretax earnings improvement and inventory aging, and were earned at the end of fiscal 2018.2019.  The awards fully vest on September 30, 2020.2021.

For fiscal 2018,2019, our Board of Directors granted time-based RSUs to the following named executive officers: 29,4127,674 to Mr. William H. McGill; 11,64719,952 to Mr. W. Brett McGill, 8,2358,518 to Mr. McLamb; 7,5297,367 to Mr. Cashman; 2,588and 2,532 to Mr. Cassella, and 4,142 to Ms. Day.Cassella.  In addition, for fiscal 20182019 our Board of Directors granted performance-based RSUs to the following named executive officers: 44,11811,511 to Mr. William H. McGill; 17,47129,928 to Mr. W. Brett McGill, 12,35312,777 to Mr.

McLamb; 11,29411,050 to Mr. Cashman; 3,880and 3,799 to Mr. Cassella, and 6,213 to Ms. Day.Cassella.  These amounts are the target amount of shares that may be earned under these performance-based RSU awards, and the actual amount earned could range from 0% to 175% of the target number of shares. The actual amount earned for the performance-based RSUs based upon meeting certain inventory aging and leverage targets in fiscal 20182019 was approximately 63%128% of the target amount of shares granted. Ms. Day’s shares were forfeited in accordance with her separation from our Company.

CEO Compensation

For fiscal 2018,2019, the Compensation Committee evaluated the factors described above in recommending the base salary and incentive compensation of Mr. McGill, our Executive Chairman of the Board and Chief Executive Officer. W. Brett McGill’s new base salary and incentive compensation asMcGill, our Chief Executive Officer and President, determined after the end of fiscal 2018, was also recommended by the Compensation Committee after evaluating the factors described above.President. Given that each of Messrs. William H. McGill Jr. andMr. W. Brett McGill has an employment agreement, please also see “Executive Compensation — Employment Agreements.”

Section 162(m)

Our compensation arrangements with certain of our executive officers exceeded the limits on deductibility under Section 162(m) during our fiscal year ended September 30, 2018.2019.

EXECUTIVE COMPENSATIONCOMPENSATION

Summary of Cash and Other Compensation

The following table sets forth, for the fiscal years ended September 30, 2016,2017, September 30, 2017,2018, and September 30, 2018,2019, information regarding compensation for services in all capacities to us and our subsidiaries received by our Chief Executive Officer, our Chief Financial Officer, and our three other most highly compensated executive officers whose aggregate cash compensation exceeded $100,000, as well as Ms. Day who separated from our Company during fiscal 2018.$100,000.

SUMMARY COMPENSATION TABLE

For the performance-based RSUs in this column that were awarded in fiscal 2018,2019, assuming that the highest level of performance conditions will be achieved (175% maximum for 2018)2019) the grant date fair value for each named executive officer would be as follows:

For further information on these awards, see the Grants of Plan-Based Awards table of this proxy statement.

CEO Pay Ratio Disclosure

Per new SEC reporting requirements, companies are required to disclose the ratio between the CEO total compensation to the total compensation of the median employee for the 2018 compensation year. The ratio of CEO pay ($3,180,549) to the median worker pay ($49,433) is 64:1. The ratio is a reasonable estimate, calculated in a manner consistent with applicable SEC rules.

To determine the median employee, we completed the data gathering and analysis for our over 1,500 employees. We utilized a measurement date of August 30, 2018, and used a total compensation definition that consisted of actual base pay earnings, overtime earnings, and bonuses paid to all employees from the beginning of the fiscal 2018 year through the measurement date. We annualized pay for those who commenced work or were on an unpaid leave of absence during 2018. This data was gathered for our entire workforce to identify the median employee, except that an exclusion was made for approximately 27 employees who work in the British Virgin Islands. Once the fiscal 2018 year ended, we gathered the median employee final total compensation utilizing the same methodology that is used for NEOs as set forth in the Summary Compensation Table to determine the ratio.

Grants of Plan-Based Awards

The following table sets forth certain information with respect to grants of plan-based awards to the named executive officers for the fiscal year ended September 30, 2018.2019.

GRANTS OF PLAN-BASED AWARDS

The following table sets forth information with respect to outstanding equity-based awards held by our named executive officers at September 30, 2018.2019.

OUTSTANDING EQUITY AWARDS AT FISCALYEAR-END