Pay vs Performance Disclosure, Table

Pay Versus Performance

Linking pay and performance is an important component of MarineMax's compensation philosophy and aligns to the interests of our executives with that of our shareholders. The Compensation Committee believes that the Company’s compensation plans and programs provide strong pay and performance alignment as demonstrated and described through the Compensation Discussion and Analysis section of this proxy statement. The following Pay versus Performance disclosure is calculated in a manner consistent with SEC rules.

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following table, which sets forth information concerning the compensation of our Principal Executive Officer ("PEO") and Non-Principal Executive Officers ("Non-PEO NEOs") for each of the fiscal years ended September 30, 2021, 2022, 2023, 2024 and 2025, and our financial performance for each such fiscal year:


									Value of Initial Fixed $100 Investment Based On (c):


Year (a)	Summary Compensation Table Total for PEO		Compensation Actually Paid to PEO (b)		Average Summary Compensation Table Total for Non-PEO NEOs		Average Compensation Actually Paid to non-PEO NEOs (b)		Total Shareholder Return (c)			Peer Group Total Shareholder Return (c)			Net Income attributable to MarineMax, Inc.			Company Selected Measure: Adjusted EBITDA (d)

2025		6,270,195		2,291,262		1,842,164		1,005,144		$	98.68		$	165.48	$	(31,631,000	)		$	109,798,000
2024		6,451,890		7,131,898		2,300,236		2,435,118		$	137.40		$	140.30	$	38,066,000			$	160,176,000
2023		6,006,138		5,900,178		2,071,320		2,101,614		$	127.85		$	98.36	$	109,282,000			$	239,451,000
2022		5,457,691		2,472,379		1,807,465		919,296		$	116.05		$	86.45	$	197,989,000			$	309,561,000
2021		3,971,985		8,516,604		1,514,094		3,081,533		$	189.01		$	114.29	$	154,979,000			$	234,830,000

(a)

NEOs included in the compensation columns reflect the following:


Year	PEO	Non-PEO NEOs
2025	W. Brett McGill	Michael H. McLamb, Charles A. Cashman, Kyle G. Langbehn, Shawn Berg
2024	W. Brett McGill	William H. McGill, Jr., Michael H. McLamb, Charles A. Cashman, Kyle G. Langbehn, Shawn Berg
2023	W. Brett McGill	William H. McGill, Jr., Michael H. McLamb, Charles A. Cashman, Kyle G. Langbehn
2022	W. Brett McGill	William H. McGill, Jr., Michael H. McLamb, Charles A. Cashman, Anthony E. Cassella, Jr.
2021	W. Brett McGill	William H. McGill, Jr., Michael H. McLamb, Charles A. Cashman, Anthony E. Cassella, Jr.

(b)

The Summary Compensation Table totals reported for the PEOs and the average of the Non-PEO NEOs for each fiscal year were subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate "Compensation Actually Paid”:


	2025						2024						2023						2022						2021


	PEO			Average for Non- PEO NEOs			PEO			Average for Non- PEO NEOs			PEO			Average for Non- PEO NEOs			PEO			Average for Non- PEO NEOs			PEO			Average for Non- PEO NEOs


Summary Compensation Table - Total Compensation		6,270,195			1,842,164			6,451,890			2,300,236			6,006,138			2,071,320			5,457,691			1,807,465			3,971,985			1,514,094


Adjustments


Deduction for amount reported under the “Stock Awards” and “Option Awards” Columns of the Summary Compensation Table		(4,510,002	)		(1,016,125	)		(4,249,992	)		(938,999	)		(3,802,488	)		(961,995	)		(2,771,009	)		(677,865	)		(1,442,985	)		(416,993	)


Increase/deduction for the Inclusion of Item 402(v) Equity Values (e):


Year End Fair Value of Equity Awards Granted in Fiscal Year and Unvested as of Fiscal Year End		1,848,558			416,489			3,912,607			751,463			2,853,863			722,007			1,967,242			481,257			2,886,212			834,071


Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years		(916,965	)		(176,117	)		177,164			38,406			179,831			56,574			(1,001,343	)		(330,350	)		1,545,208			668,345


Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year		503,966			113,535			658,949			223,332			480,583			121,573			199,206			48,707			292,236			84,437


Change in Fair Value from Prior Fiscal Year End to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Fiscal Year		(904,490	)		(174,802	)		181,280			60,680			182,251			92,135			(1,379,408	)		(409,918	)		1,263,948			397,579


Fair Value at the End of the Prior Fiscal Year of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year		-			-			—			—			—			—			—			—			—			—


Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Fiscal Year		-			-			—			—			—			—			—			—			—			—


Total Adjustments		(3,978,933	)		(837,020	)		680,008			134,882			(105,960	)		30,294			(2,985,312	)		(888,169	)		4,544,619			1,567,439


Compensation Actually Paid		2,291,262			1,005,144			7,131,898			2,435,118			5,900,178			2,101,614			2,472,379			919,296			8,516,604			3,081,533

(c)

TSR and Peer Group TSR: Peer Group TSR reflects the Dow Jones US Retail Total Stock Market Index as reflected in our Annual Report on the Form 10-K pursuant to Item 201(e) of Regulation S-K for the fiscal year ended September 30, 2025. Each year of TSR and Peer Group TSR reflects what the cumulative value of $100 would be, if such amount were invested on September 30, 2020.

(d)

The Company has identified Adjusted EBITDA as the company-selected measure for the pay versus performance disclosure, as it represents the most important financial performance measure for the most recently completed fiscal year used to link compensation actually paid to the PEO and the Non-PEO NEOs in 2025 to the Company’s performance. We define Adjusted EBITDA as net income (loss) before interest expense (excluding floor plan) , income tax (benefit) expense, depreciation and amortization expenses, further adjusted to eliminate the effects of items such as the change in fair value of contingent consideration, stock-based compensation, restructuring and impairment, transaction and other costs, weather expenses, and changes from foreign currency. See “Adjusted EBITDA Reconciliation” for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure.

(e)

The amounts shown in this table represent the fair value of RSU awards determined in accordance with ASC 718. The assumptions used in determining the fair value of stock option and restricted stock awards are set forth in Note 14 to the Consolidated Financial Statements in our Form 10-K for the year ended September 30, 2025. Each named executive officer forfeits the unvested portion, if any, of the officer’s RSUs if the officer’s service to our Company is terminated for any reason, except upon death, as may otherwise be determined by the Board of Directors or as provided in an employment agreement.

Narrative Disclosure to Pay Versus Performance Table

Relationship Between Financial Performance Measures

The graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (i) our net income, (ii) our Adjusted EBITDA, and (iii) our cumulative TSR, as well as the relationship between our TSR and the Peer Group TSR, in each case, for the fiscal years ended September 30, 2021, 2022, 2023, 2024 and 2025.

Pay Versus Performance Tabular List

We believe Adjusted EBITDA represents the most important financial performance measure used by us to link compensation actually paid to our NEOs for the fiscal year ended September 30, 2025.

In the “Compensation Discussion and Analysis” section of this proxy statement, we provide greater detail on the elements of our executive compensation program and our “pay-for-performance” compensation philosophy. We believe the Company’s executive compensation program appropriately rewards our PEO and the Non-PEO NEOs for Company and individual performance, promotes retention of our senior leadership team and supports long-term value creation for our stockholders.

For 2025, the following list represents the most important financial performance measures we used to link Compensation Actually Paid with our financial performance, as further discussed in the “Compensation Discussion and Analysis” section:


Adjusted EBITDA	Pretax Income	Aged Inventory Targets	Net Promoter Score

Company Selected Measure Name

Adjusted EBITDA

Named Executive Officers, Footnote


									Value of Initial Fixed $100 Investment Based On (c):


Year (a)	Summary Compensation Table Total for PEO		Compensation Actually Paid to PEO (b)		Average Summary Compensation Table Total for Non-PEO NEOs		Average Compensation Actually Paid to non-PEO NEOs (b)		Total Shareholder Return (c)			Peer Group Total Shareholder Return (c)			Net Income attributable to MarineMax, Inc.			Company Selected Measure: Adjusted EBITDA (d)

2025		6,270,195		2,291,262		1,842,164		1,005,144		$	98.68		$	165.48	$	(31,631,000	)		$	109,798,000
2024		6,451,890		7,131,898		2,300,236		2,435,118		$	137.40		$	140.30	$	38,066,000			$	160,176,000
2023		6,006,138		5,900,178		2,071,320		2,101,614		$	127.85		$	98.36	$	109,282,000			$	239,451,000
2022		5,457,691		2,472,379		1,807,465		919,296		$	116.05		$	86.45	$	197,989,000			$	309,561,000
2021		3,971,985		8,516,604		1,514,094		3,081,533		$	189.01		$	114.29	$	154,979,000			$	234,830,000

Peer Group Issuers, Footnote

(c)

PEO Total Compensation Amount

$ 6,270,195

$ 6,451,890

$ 6,006,138

$ 5,457,691

$ 3,971,985

PEO Actually Paid Compensation Amount

$ 2,291,262

7,131,898

5,900,178

2,472,379

8,516,604

Adjustment To PEO Compensation, Footnote

(d)

(e)

Non-PEO NEO Average Total Compensation Amount

$ 1,842,164

2,300,236

2,071,320

1,807,465

1,514,094

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,005,144

2,435,118

2,101,614

919,296

3,081,533

Adjustment to Non-PEO NEO Compensation Footnote

(d)

(e)

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

Tabular List, Table


Adjusted EBITDA	Pretax Income	Aged Inventory Targets	Net Promoter Score

Total Shareholder Return Amount

$ 98.68

137.4

127.85

116.05

189.01

Peer Group Total Shareholder Return Amount

165.48

140.3

98.36

86.45

114.29

Net Income (Loss)

$ (31,631,000)

$ 38,066,000

$ 109,282,000

$ 197,989,000

$ 154,979,000

Company Selected Measure Amount

109,798,000

160,176,000

239,451,000

309,561,000

234,830,000

PEO Name

W. Brett McGill

Compensation Actually Paid Adjustment [Table Text Block]

(b)


	2025						2024						2023						2022						2021


	PEO			Average for Non- PEO NEOs			PEO			Average for Non- PEO NEOs			PEO			Average for Non- PEO NEOs			PEO			Average for Non- PEO NEOs			PEO			Average for Non- PEO NEOs


Summary Compensation Table - Total Compensation		6,270,195			1,842,164			6,451,890			2,300,236			6,006,138			2,071,320			5,457,691			1,807,465			3,971,985			1,514,094


Adjustments


Deduction for amount reported under the “Stock Awards” and “Option Awards” Columns of the Summary Compensation Table		(4,510,002	)		(1,016,125	)		(4,249,992	)		(938,999	)		(3,802,488	)		(961,995	)		(2,771,009	)		(677,865	)		(1,442,985	)		(416,993	)


Increase/deduction for the Inclusion of Item 402(v) Equity Values (e):


Year End Fair Value of Equity Awards Granted in Fiscal Year and Unvested as of Fiscal Year End		1,848,558			416,489			3,912,607			751,463			2,853,863			722,007			1,967,242			481,257			2,886,212			834,071


Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years		(916,965	)		(176,117	)		177,164			38,406			179,831			56,574			(1,001,343	)		(330,350	)		1,545,208			668,345


Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year		503,966			113,535			658,949			223,332			480,583			121,573			199,206			48,707			292,236			84,437


Change in Fair Value from Prior Fiscal Year End to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Fiscal Year		(904,490	)		(174,802	)		181,280			60,680			182,251			92,135			(1,379,408	)		(409,918	)		1,263,948			397,579


Fair Value at the End of the Prior Fiscal Year of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year		-			-			—			—			—			—			—			—			—			—


Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Fiscal Year		-			-			—			—			—			—			—			—			—			—


Total Adjustments		(3,978,933	)		(837,020	)		680,008			134,882			(105,960	)		30,294			(2,985,312	)		(888,169	)		4,544,619			1,567,439


Compensation Actually Paid		2,291,262			1,005,144			7,131,898			2,435,118			5,900,178			2,101,614			2,472,379			919,296			8,516,604			3,081,533

Measure:: 1

Adjusted EBITDA

Measure:: 2

Pretax Income

Measure:: 3

Aged Inventory Targets

Measure:: 4

Net Promoter Score

PEO

PEO | Deduction For Amount Reported Under The Stock Awards And Option Awards Colums Of The Summary Compensation Table [Member]

$ (3,978,933)

$ 680,008

$ (105,960)

$ (2,985,312)

$ 4,544,619

PEO | Year End Fair Value of Equity Awards Granted in Fiscal Year and Unvested as of Fiscal Year End [Member]

(4,510,002)

(4,249,992)

(3,802,488)

(2,771,009)

(1,442,985)

PEO | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years [Member]

1,848,558

3,912,607

2,853,863

1,967,242

2,886,212

PEO | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year [Member]

(916,965)

177,164

179,831

(1,001,343)

1,545,208

PEO | Change in Fair Value from Prior Fiscal Year End to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Fiscal Year [Member]

503,966

658,949

480,583

199,206

292,236

(904,490)

181,280

182,251

(1,379,408)

1,263,948

Non-PEO NEO

Non-PEO NEO | Deduction For Amount Reported Under The Stock Awards And Option Awards Colums Of The Summary Compensation Table [Member]

(837,020)

134,882

30,294

(888,169)

1,567,439

Non-PEO NEO | Year End Fair Value of Equity Awards Granted in Fiscal Year and Unvested as of Fiscal Year End [Member]

(1,016,125)

(938,999)

(961,995)

(677,865)

(416,993)

Non-PEO NEO | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years [Member]

416,489

751,463

722,007

481,257

834,071

Non-PEO NEO | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year [Member]

(176,117)

38,406

56,574

(330,350)

668,345

Non-PEO NEO | Change in Fair Value from Prior Fiscal Year End to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Fiscal Year [Member]

113,535

223,332

121,573

48,707

84,437