UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the 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

March 3, 2026

The Annual Meeting of Shareholders of MarineMax, Inc., a Florida corporation, (including any adjournment, postponement or rescheduling thereof, the “meeting”) will be held at 8:00 a.m., local time, on Tuesday, March 3, 2026, at our principal executive offices located at 501 Brooker Creek Boulevard, Oldsmar, Florida 34677, for the following purposes:

The above items are more fully described in the proxy statement accompanying this notice.

Only shareholders of record at the close of business on February 13, 2026 (the “Record Date”), are entitled to notice of and to vote at the meeting; provided, however, that we are sending these proxy solicitation materials to all shareholders of record at the close of business on January 20, 2026 (the “Information Date”). On or about February 15, 2026, we anticipate sending proxy materials to all shareholders of record at the close of business on the Record Date.

All shareholders are cordially invited to attend the meeting and vote in person. To ensure 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 attached proxy card. 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.

This Notice of Annual Meeting, the Proxy Statement (including the form of proxy) and our 2025 Annual Report on Form 10-K are available at www.proxyvote.com.

Table of Contents

MARINEMAX, INC.

501 Brooker Creek Boulevard,

Oldsmar, Florida 34677

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. and its subsidiaries), by the Board of Directors (the “Board”) for use at our 2026 Annual Meeting of Shareholders (including any adjournment, postponement or rescheduling thereof, the “meeting”) to be held at 8:00 a.m. on Tuesday, March 3, 2026 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 501 Brooker Creek Boulevard, Oldsmar, Florida 34677.

We may deliver a single printed version of this proxy statement and our 2025 Annual Report by mail to multiple shareholders sharing the same address unless we have received contrary instructions. Shareholders who participate in householding will continue to receive separate proxy cards. If you are a registered shareholder and would like to either participate in householding or receive separate copies of this year’s and/or future proxy materials, please contact our transfer agent, Equiniti Trust Company, LLC, by mail at PO Box 500 Newark, NJ 07101 or by phone at 800-468-9716 . Upon written or oral request, we will deliver promptly a separate copy of this proxy statement and our 2025 Annual Report. If you are a beneficial shareholder, you may contact the broker or bank where you hold the account.

These proxy solicitation materials were first distributed on or about January 21, 2026 to all shareholders of record at the close of business on January 20, 2026 (the “Information Date”). On or about February 15, 2026, we anticipate sending proxy materials to all shareholders of record at the close of business on the February 13, 2026 (the “Record Date”).

Record Date and Outstanding Shares

Shareholders of record at the close of business on the Record Date are entitled to notice of and to vote at the meeting. As of the Information Date, there were 22,027,414 shares of our common stock issued and outstanding. In the proxy materials that we anticipate filing on or about February 15, 2026, we will disclose the number of shares issued and outstanding as of the Record Date. 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 the Record Date, your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, 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 Record Date, your shares are 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. You may request directions to attend the meeting in person by contacting our Corporate Secretary at our executive offices set forth in this proxy statement.

Quorum

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

Required Votes

For the election of the three director nominees for three-year terms expiring at the 2029 annual meeting of shareholders, our Bylaws provide that a nominee for director shall be elected to the Board 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 Company receives a notice that a shareholder has nominated a person for election to the Board 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 pay votes are 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 votes to approve the amendment to the 2021 Stock-Based Compensation Plan, the affirmative vote of the holders of a majority of the votes cast is required (please see below under “Broker Non-Votes and Abstentions” for further discussion).

For the votes to ratify the appointment of KPMG as the independent auditor of our Company for the fiscal year ending September 30, 2026, the affirmative vote of the holders of a majority of the votes cast is required (please see below under “Broker Non-Votes and Abstentions” for further discussion).

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 a proxy is executed and returned but 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” the say-on-pay vote; (3) “for” the approval of an amendment to our 2021 Stock-Based Compensation Plan to increase the number of shares available for issuance under that plan by 415,000 shares; (4) “for” the proposal to ratify the appointment of KPMG, an independent registered public accounting firm, as the independent auditor of our Company for the fiscal year ending September 30, 2026; and (5) as the persons specified in the proxy deem advisable on such other matters as may come before the meeting.

Broker Non-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 as the independent auditor of our Company for the fiscal year ending September 30, 2026. 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 as a vote cast on the “routine” proposals. However, where a proposal is “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. These non-voted shares are referred to as “broker non-votes” when the broker, bank, or other nominee has voted on other non-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 as a vote cast on the “non-routine” proposals. The only proposal to be voted on at the 2026 Annual

Meeting that is considered to be “routine” is the appointment of KPMG as the independent auditor of our Company for the fiscal year ending September 30, 2026. All other proposals to be voted on at the 2026 Annual Meeting are considered to be “non-routine.”

As brokers, banks or other nominees may generally vote in their discretion on “routine” matters, we do not expect broker non-votes on “routine” matters, such as the appointment of KPMG as the independent auditor of our Company for the fiscal year ending September 30, 2026. Please note that brokers, banks, and other nominees may not use discretionary authority to vote shares on the election of directors, the say-on-pay proposal, or the amendment to our 2021 Stock-Based Compensation Plan. For your vote to be counted in the above, you 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 broker non-votes do not represent votes cast “for” or “against” a proposal, broker non-votes and abstentions will have no effect on the proposal to elect directors, the say-on-pay proposal, or the proposal to approve an amendment to our 2021 Stock-Based Compensation Plan to increase the number of shares available for issuance under the plan by 415,000, 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 for re-election is expected to tender his or her resignation to our Board. Our Board, taking into account any recommendations by the Nominating/Corporate Governance Committee, will make a determination as to whether to accept or reject the tendered resignation 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 Form 8-K with the SEC.

Revocability of Proxies

Any shareholder giving the enclosed proxy may revoke the proxy at any time before its use by furnishing to our Corporate Secretary at MarineMax, Inc., 501 Brooker Creek Boulevard, Oldsmar, Florida 34677 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 broker non-votes and abstentions as shares that are present and entitled to vote for purposes of determining the presence of a quorum and will be treated for purposes of determining the approval of any matter submitted to the shareholders as described in the “Broker Non-Votes and Abstentions” section of this proxy statement.

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. We will be soliciting proxies primarily through the Internet and use of mail. Proxies also may be solicited by certain of our directors and officers, personally or by telephone or e-mail, without additional compensation.

Annual Report and Other Matters

Our 2025 Annual Report on Form 10-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 (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 Form 10-K, our quarterly reports on Form 10-Q, and our current reports on Form 8-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.

PROPOSAL ONE — Election of Directors

Directors and Nominees

Our Articles of Incorporation and Bylaws provide that the number of directors shall be fixed from time to time by resolution of our Board. Currently, the number of directors is fixed at eight 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 has nominated Mr. McGill, Mr. Almeida and Mr. Schiappa as Class I directors whose terms will expire at the 2029 annual meeting of shareholders.

Unless otherwise instructed, the proxy holders will vote the proxies received by them for each of the nominees named above. Mr. McGill, Mr. Almeida and Mr. Schiappa 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 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.

Director Nominations

William Wyatt, a shareholder of the Company, submitted a notice of nomination of three director candidates for election at the Company’s 2026 Annual Meeting on November 21, 2025. The nominations were subsequently withdrawn on January 13, 2026.

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

Corporate Governance

Director Independence

Our Board has determined, after considering all the relevant facts and circumstances, that Ms. White, Mr. Almeida, Ms. Biumi, Mr. Borst, , Ms. Romero and Mr. Schiappa, are independent directors, as “independence” is defined by the listing standards of the NYSE, 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). Mr. Johnson, who resigned as a director of the Board on January 16, 2026, was also “independent” as defined by the listing standards of the NYSE (including NYSE rules relating to compensation committee independence). Mr. McGill is an employee director and accordingly, is not independent.

Classification of our Board of Directors

Our Board 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. Mr. McGill, Mr. Almeida and Mr. Schiappa are Class I directors whose terms will expire at the meeting, but have been nominated by our Board of Directors for re-election for three-year terms expiring at the 2029 annual meeting of shareholders.

Ms. White is a Class II director whose term will expire at the 2027 annual meeting of shareholders. Ms. Biumi, Mr. Borst and Ms. Romero are class III directors whose terms will expire at the 2028 annual meeting of shareholders.

The Board believes that a classified board of directors serves the best interests of the Company and its shareholders by promoting the long-term shareholder value that can accrue from the continuity and stability of the Company and its business. A staggered election of directors means that over time the Company can ensure that, at any given time, at least a majority of the directors will have had prior experience on the Board. The Board also believes that classification may enhance the Company’s ability to attract and retain well-qualified directors who are able to commit the necessary time and resources to understand the Company, its business affairs and operations. The Board believes that the continuity and quality of leadership that results from a staggered Board enhances long-term planning and promotes the long-term value of the Company.

In addition, our Board believes the classified board structure can be a safeguard against a purchaser gaining control of the Company without paying fair value. While a classified board does not preclude a change in control of the Company, it can provide the Board more time and flexibility to evaluate the adequacy and fairness of any proposed offers, to implement the optimal method of enhancing shareholder value, to protect shareholders against abusive tactics during a takeover process and to negotiate the best terms for all shareholders, without the threat of imminent removal of a majority of the Board. The Board regularly evaluates the classified structure and is committed to regular director refreshment to ensure we have the right mix of experience, viewpoints and skills on the Board. As part of our ongoing refreshment efforts, three long-tenured directors retired in 2024 and we welcomed Ms. Biumi to the Board. In 2025, three additional directors retired (or resigned from the Board) and we welcomed Mr. Almeida and Mr. Schiappa to the Board.

Committee Charters, Corporate Governance, and Code of Ethics

Our Board has adopted charters for the Audit Committee, Compensation Committee, and Nominating/Corporate Governance Committee describing the authority and responsibilities delegated to each committee by our Board of Directors. Our Board 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, at www.MarineMax.com, the charters of our Audit Committee, Compensation Committee, and Nominating/Corporate Governance Committee; 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 as required by SEC or NYSE 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 which non-employee directors meet without the presence or participation of management, with at least one of such sessions each year including only independent directors. The Chairperson of the Board chairs the executive sessions.

Right to Call Special Meetings

Our Board believes a threshold of not less than 50% of all votes entitled to be cast in order to call a special meeting strikes the appropriate balance between ensuring that shareholders have the ability to call a special meeting to act on extraordinary and urgent matters and adequately protecting against a misuse of this right by a small number of shareholders whose interests may not be aligned with the vast majority of our shareholders. Because organizing and preparing for a special meeting involves significant commitment of time and focus by management, and imposes substantial legal, administrative and distribution costs, we believe that special meetings should be reserved for special or extraordinary events when fiduciary, strategic, significant transactional or similar considerations require that the matter be expeditiously addressed before the next annual meeting.

Our commitment to maintain an ongoing dialogue with our shareholders, together with practices such as an independent Chairperson of the Board, a majority voting standard in uncontested elections and shareholders’ existing right to call special meetings, preserves the Board’s accountability. When viewed together with our robust corporate governance practices and shareholder protections, we believe that our current 50% special meeting threshold enhances shareholder rights while still ensuring that appropriate shareholder support is required to call a special meeting.

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 Board of Directors in fulfilling its responsibilities for oversight 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, our Company's internal audit function, 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 Ms. Biumi, and Messrs. Almeida, Borst and Schiappa, each an independent director of our Company under the NYSE rules (including NYSE rules relating to audit committee independence) as well as under rules adopted by the SEC pursuant to the Sarbanes-Oxley Act of 2002. Ms. Biumi serves as the Chairperson of the Audit Committee. The Board has determined that Ms. Biumi, Messrs. Almeida, Borst and Schiappa (whose backgrounds are detailed above) are each financially literate as defined in NYSE rules and 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), determining and approving the compensation level of our Chief Executive Officer based on this evaluation. The Compensation Committee also recommends to the Board, or as directed by the Board determines and approves, the compensation of our other executive officers, and considers the grant of stock-based awards to our executive officers under our stock-based compensation plans. The Compensation Committee may delegate any or all of its responsibilities to a subcommittee, which must comply with the applicable rules and regulations of the NYSE, the SEC and other regulatory bodies. The Compensation Committee currently consists of Mr. Borst, Ms. Romero, and Ms. White, each an independent director under the NYSE rules (including NYSE rules relating to compensation committee independence) with Mr. Borst serving as Chairman of the Compensation Committee.

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 nominees to stand for election as directors at each election of directors, the development and recommendation to the Board of a set of corporate governance principles applicable to our Company, the oversight of the selection and composition of committees of the Board, and the oversight of the evaluations of the Board and management. The Nominating/Corporate Governance Committee currently consists of Mr. Almeida, Ms. Biumi, Ms. Romero, and Ms. White with Ms. White serving as Chairperson of the Nominating/Corporate Governance Committee. The Nominating/Corporate Governance Committee will consider director nominees suggested by the Nominating/Corporate Governance Committee members and other Board members, as well as management. Also, the Nominating/Corporate Governance Committee may, at its discretion, retain a third-party executive search firm to identify potential nominees. Nu Advisory Partners, an executive search firm, assisted the Nominating/Corporate Governance Committee with the identification of Mr. Almeida and Mr. Schiappa prior to their joining the Board. In addition, the Nominating/Corporate Governance Committee will consider persons recommended by shareholders for inclusion as nominees for election to our Board if the names, biographical data, and qualifications of and other information about such persons are submitted in writing in a timely manner consistent with our Bylaws and addressed and delivered to our Company’s Secretary at the address listed herein.

The Nominating/Corporate Governance Committee regularly reviews the composition of the Board, including the qualifications, expertise and characteristics that are represented in the current Board as well as the criteria it considers needed to support MarineMax’s long-term strategy. After an in-depth review of the candidates, the Nominating/Corporate Governance Committee recommends candidates to the Board in accordance with our Articles of Incorporation, Bylaws, Corporate Governance Guidelines and the criteria adopted by the Board regarding director candidate qualifications. After careful review and consideration, the Board will nominate candidates for election, or re-election, at our annual meeting of shareholders. The Board may appoint a director to the Board during the course of the year to serve until his or her director class is elected at the applicable meeting of shareholders.

The Nominating/Corporate Governance Committee identifies and evaluates nominees for our Board, including nominees recommended by shareholders, based on numerous factors it considers appropriate. The identification and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors and will be significantly influenced by the particular needs of the Board from time to time. As a result, there is no specific set of minimum qualifications, qualities or skills that are necessary for a nominee to possess, other than those that are necessary to meet U.S. legal, regulatory and NYSE listing requirements and the provisions of our Articles of Incorporation, Bylaws, Corporate Governance Guidelines and charters of the Board’s committees. However, the Nominating/Corporate Governance Committee and the Board have identified certain skills and qualifications as important criteria for membership on the Board, some of which include:

As discussed above, the members of the Nominating/Corporate Governance Committee are independent, as that term is defined by the listing standards of the NYSE.

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, health, cybersecurity, artificial intelligence, 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. While particular behaviors can avoid or mitigate certain risks, 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 the day-to-day management of the risks we face. Our Board, as a whole and through its committees, has responsibility for the oversight of risk management.

In its oversight role, our Board's 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, health, cybersecurity, artificial intelligence, and competitive risks. Our Board 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, with the input of management, oversees the Company’s internal controls and processes, including internal controls designed to assess, identify and manage material risks from cybersecurity threats. For additional information regarding the management of risks from cybersecurity threats, please see Item 1C. Cybersecurity in our Annual Report on Form 10-K for the year ended September 30, 2025.

Our Board committees assist our Board in fulfilling its oversight role in certain areas of risk. 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 ensure that it is reasonably unlikely 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 of Directors Experience and Skills

We seek diversity in experience, viewpoint, education, skill, and other individual qualities and attributes to be represented on our Board. Our Nominating/Governance Committee does not have a formal policy with regard to the consideration of diversity in identifying director nominees, but we affirm the value placed on diversity within our Company. 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 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 indicates the specific experience, qualifications, and skills necessary to conclude that each individual should continue to serve as a director of our Company. A summary of each director's specific experience, qualifications, and skills is shown in the following table:

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 Chairperson of the Board and the 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 Chairperson of the Board. The Board believes that separating the duties of the Chairperson 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 Chairperson of the Board to focus on more effectively leading the Board and supporting the initiatives of the Company and management. In June 2024, the Board elected Ms. Rebecca White as Chairperson of the Board. We believe that Ms. White is particularly qualified to serve as Chairperson of the Board. Ms. White's election as Chairperson reflects the Board’s continued approach to strong, thoughtful corporate governance and its commitment to diverse board leadership. As an independent director over the past six years, Ms. White has brought a unique perspective to the Board through her deep experience in entrepreneurship, innovation strategy, corporate governance, and effective management. Her skilled leadership, governance expertise and knowledge of MarineMax uniquely positions Ms. White 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.

The Chairperson 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 the day-to-day leadership of our Company and setting our Company’s strategic direction.

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

Social & Environmental Responsibility

Our Board 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. Our stores support their communities through multiple activities including “fill the boat” toy and school supply drives, working with local hospitals and non-profits, and participating in youth sports and civic organizations. Further, we pride ourselves in supporting our local communities both on and off the water, which includes supporting Habitat for Humanity housing projects. In addition, we support humanitarian aid to locations in the United States and other countries through organizations such as the Red Cross. We also partner with the American Cancer Society to support Breast Cancer Awareness Month and cancer screenings across all of our retail operations. These commitments from our Board and officers are included in our Corporate Governance Guidelines, Code of Business Conduct and Ethics, and Code of Ethics for the CEO and Senior Financial Officers. Our Human Rights Policy and Environmental Policy can be found on the Corporate Governance section of our website at www.MarineMax.com under Governance Documents. These policies are reviewed by our Board on an annual basis or more frequently as needed.

Director and Officer Hedging and Pledging

We have a policy prohibiting all employees, officers, and directors 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 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 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) or the base salary (if an executive officer). The directors and executive officers are expected to currently satisfy at least the minimum guidelines or beginning on the five year anniversary of 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, 2025, our Compensation Committee consisted of Messrs. Borst, Johnson (who resigned from the Board on January 16, 2026), Ms. Romero and Ms. White. None of these individuals had any contractual or other relationships with us, including as an officer or employee of the Company, during their terms as directors during the fiscal year except as directors. None of the Company's executive officers served as a director or member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served as a director or member of the Compensation Committee of the Company during fiscal 2025.

Board and Committee Meetings

Our Board of Directors held a total of six meetings during the fiscal year ended September 30, 2025. 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, 2025, the Audit Committee held five meetings; the Compensation Committee held seven meetings; and the Nominating/Corporate Governance Committee held five 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 current directors, as well as Mr. Johnson, 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.

Annual Board Evaluations

We believe that the effectiveness of the Board and its Committees is important to the Company’s success. In an attempt to ensure its effectiveness, our Board undertakes an annual evaluation process using its external consultant, Boardspan, to evaluate the performance and efficacy of our Board, its Committees, and the individual directors. The evaluation process is designed to solicit robust feedback, measure compliance and make continuous improvements. The results are discussed in a confidential manner such that our Board and its Committees can take steps to further improve and develop certain of our governance practices and processes.

Compensation Discussion and Analysis

The Compensation Discussion and Analysis (“CD&A”) section describes the compensation program for the 2025 Named Executive Officers (“NEOs”) in the context of our executive compensation philosophy. The NEOs for 2025 included:

Executive Compensation Highlights

Our executive compensation program is designed to align the compensation outcomes of our executives with our corporate performance and shareholder outcomes. In line with our philosophy, the majority of the compensation for our NEOs is variable incentive compensation that fluctuates based on company performance and stock price. The following graphs set forth the target compensation mix for 2025 NEOs.

For 2025, our cash incentive compensation was based on pre-established quarterly and/or full fiscal year goals related to pretax income, aged inventory targets, and net promoter score (customer rating).

Overview and Compensation Philosophy

Our Board has appointed a Compensation Committee, consisting solely of independent members of the Board, 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 the compensation of our Chief Executive Officer based on this evaluation. The Compensation Committee also recommends to the Board, or, as directed by the Board, determines and approves, the compensation of our other executive officers. The Compensation Committee strives 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 a combination 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 (“RSUs”), time-based RSUs (“TBRSUs”) or performance-based RSUs (“PBRSUs”). We aim to align the financial interests of executives with the long-term interests of our shareholders through stock-based compensation and performance metrics that correlate with long-term shareholder value. Executives also participate in various other benefit plans, including medical and retirement plans that are generally 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 competitive base salaries to executives at levels that help us to attract, motivate, and retain highly qualified executives. Cash incentive bonuses are designed to reward individuals based on our Company’s financial results as well as the achievement of corporate objectives designed to contribute to our long-term success in building shareholder value. Grants of stock-based awards are intended to align with shareholder interests and will fluctuate in value based on stock price. As a result of our performance-based compensation philosophy, pay levels may vary significantly from year to year and among our various executive officers. See “Corporate Governance - Director and Officer Hedging and Pledging” for a full discussion of MarineMax’s hedging policy.

We believe that the overall compensation levels for our executive officers, including our named executive officers, are in alignment with our pay-for-performance philosophy and have been consistent with our performance. At our 2025 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 2024 Annual Meeting of Shareholders. Holders of approximately 17.8. million of our outstanding shares voted “for” such advisory say-on-pay proposal, representing approximately 99% of the votes cast on the say-on-pay proposal. Our Compensation Committee and our Board 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. However, the Compensation Committee does regularly review our compensation programs to ensure that they continue to drive and reward performance and align with shareholder interests. For Fiscal 2026, in conjunction with management, the Committee made modifications to the Company's Fiscal 2026 incentives to enhance alignment with shareholder interests, which we summarize in the section titled “Highlights of Fiscal 2026 Compensation Changes” and will disclose in further detail in our Fiscal 2026 Compensation Discussion and Analysis.

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 the corporate and individual goals for the organization with the Chief Executive Officer. Our Compensation Committee also requests that our Chief Executive Officer assess the goals, objectives, and performance of 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 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 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 regarding the compensation of our other executive officers.

Market Context and Compensation Consultants

In determining compensation levels, we annually 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 target our compensation levels against a specific percentile relative to our peer group. In addition to peer group information, the Committee also reviews compensation data for similarly sized organizations based on published compensation surveys.

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 Compensation Committee received advice from Compensation Advisory Partners (“CAP”). The Committee assesses CAP’s independence annually and believes that CAP is independent.

2025 Compensation Peer Group

As mentioned above, the Compensation Committee uses a peer group as a reference point in determining executive compensation levels, including individual elements of compensation and total compensation. The peer group is also used when evaluating executive compensation design considerations. The peer group used for 2025 compensation decisions was developed with the assistance of CAP considering the following primary criteria:

Elements of Compensation

Fiscal 2025 Compensation

Summary

We worked with our executive compensation consultants in connection with our fiscal 2025 compensation program to maintain our long-standing pay-for-performance philosophy. Our base salaries for our named executive officers for fiscal 2025 generally were at or below the peer group 50th percentile. The base salaries for our named executive officers increased in aggregate by approximately 4% from fiscal 2024 levels. Overall cash compensation for our remaining named executive officers decreased approximately 17% from fiscal 2024 levels due to the cash incentive paying out below target. Our stock-based compensation for our named executive officers increased approximately 14% from fiscal 2024. The total compensation increases, where applicable, were largely the result of increases in stock-based compensation, which are at risk from a performance and/or stock price fluctuation perspective. These increases in stock-based compensation resulted from bringing our executives closer to competitive market levels. The Compensation Committee believes that these increases were warranted given management's performance.

Base Salaries

Our named executive officers received base compensation for fiscal 2025 in accordance with their respective compensation plans as recommended by the Compensation Committee and approved by the Board of Directors.

Cash Incentive Compensation

The cash incentive opportunities, at target, for our NEOs are as follows:

The performance objective for pretax income (50% weighting) is measured annually with estimates paid quarterly, which is consistent with the structure for all employees participating in the plan. The performance objectives for aged inventory targets relative to our industry (30% weighting), and net promoter score (20% weighting), are measured quarterly due to the seasonality aspect of our business.

As indicated below, bonus payouts of 50% may be earned if performance is at least 85% of target for pretax income, at least 100% of the aged inventory thresholds, and at least 80% for net promoter score. Performance below the corresponding thresholds, as applicable, results in no payout. A maximum bonus of 220% may be earned if 125% of the target for pretax income is achieved. A maximum of 175% may be earned if 140% of the target for net promoter score is achieved, or if 115% of the aged inventory targets are achieved. Payments for performance between threshold and target or between target and

maximum are interpolated. The combination of the 220% and 175% maximums when combined result in a total maximum of approximately 200% of target opportunities.

The quarterly and annual pretax income bonus target objectives for the fiscal 2025 quarters ended December 31, March 31, and June 30, and the fiscal year ended September 30, were approximately $0.3 million, $3.0 million, $42.2 million, and $59.2 million, respectively. The quarterly net promoter score bonus target objective was 10% for each quarter in fiscal 2025. We have not disclosed more information than the quantitative quarterly performance target objectives of the aged inventory bonuses because we believe that such disclosure would cause us competitive harm in negotiating key business relationships. The target objectives were set based upon the rolling three-month average aged inventory per quarter compared to the industry average in the same quarter. For all metrics, the Committee believes the goals are set to be challenging.

For each of our named executive officers the quarterly performance objectives were satisfied as follows:

Therefore, our NEOs received the following cash bonuses: Mr. McGill - $727,680; Mr. McLamb - $332,248; Mr. Cashman - $221,499; Mr. Langbehn - $359,225; and Mr. Berg $156,753, which equates to approximately 57% of target.

Stock-Based Awards

For fiscal 2025, our stock-based incentive compensation grants for our named executive officers took the form of TBRSUs and PBRSUs, weighted 40% and 60%, respectively. The TBRSUs vest in three equal, annual installments over the subsequent three-year period beginning on the date of grant and vesting on September 30 of each relevant year. The 2025 PBRSUs granted on November 14, 2024 included measurements for pretax earnings improvement (75% weight) and inventory aging targets (25% weight), and were earned at the end of fiscal 2025. The awards fully vest on September 30, 2027.

For fiscal 2025, our Board of Directors granted TBRSUs and PBRSUs to the following NEOs:

The 2025 PBRSUs above are the target amount of shares that may be earned under these awards, and the actual amount earned for the awards could range from 0% to 175% of the target number of shares. The actual amount earned for the 2025 PBRSUs based upon meeting certain inventory aging targets and leverage targets in fiscal 2025 was approximately 37% of the target amount of shares granted.

Highlights of Fiscal 2026 Compensation Changes

While our shareholders have shown consistently strong support for our compensation programs, the Committee and management regularly look for opportunities to enhance the pay for performance relationship of our programs. To that end, for Fiscal 2026, the Committee approved the below changes to our programs. We will disclose these changes in further detail in our Fiscal 2026 Compensation Discussion & Analysis.

Stock Options

Deductibility of Executive Compensation

We take into account the tax effect of our compensation. Section 162(m) of the IRC, as modified by the passage of the Tax Cuts and Jobs Act legislation in December 2017 and the American Rescue Plan Act in March 2021, 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 IRC. 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, 2025.

Accounting Considerations

We account for stock-based awards in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 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 NYSE 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. McGill, McLamb, Cashman, Langbehn and Berg 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, Change of Control, Death or Disability.”

Clawback

Our Board has adopted a clawback policy, effective as of October 2, 2023, that complies with the NYSE’s clawback rules promulgated under SEC Rule 10D-1. Under this policy, in the event that the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, the policy requires that the Compensation Committee, to the extent legally permitted and pursuant to the terms of the policy, recover from current and former Section 16 officers any incentive-based compensation, as defined in the NYSE’s clawback rules, received by such officers that exceeds the amount of incentive-based compensation that otherwise would have been received had such incentive-based compensation been determined according to the applicable accounting restatement.

Executive Compensation

Summary of Cash and Other Compensation

The following table sets forth, for the fiscal years ended September 30, 2023, 2024, and 2025, 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.

Summary Compensation Table