Tensions are rising at MarineMax as investment firm Donerail has urged shareholders to vote against the re-election of CEO Brett McGill at the company’s upcoming Annual General Meeting on March 3.
The move follows Donerail’s recent all-cash proposal to acquire MarineMax for $35 per share, valuing the business at just over $1 billion.
In an open letter dated February 9, Donerail argued that shareholders deserve stronger governance and clearer strategic direction.
The firm, which owns more than four percent of MarineMax, said it believes new leadership is necessary to unlock value and restore confidence. It has also indicated that its offer price could increase, subject to due diligence.
The proposal represents a premium over the company’s recent trading average, and Donerail says it remains open to participating in what it describes as a genuine strategic review process.
Governance Concerns and Performance Questions
A significant portion of Donerail’s letter focuses on corporate governance. The investor accused the board of being too closely aligned with current leadership and raised concerns about what it described as a culture of nepotism within the company.
Donerail also pointed to financial performance in recent years, referencing earnings pressures and goodwill impairment charges following the 2022 acquisition of Island Global Yachting.
According to the firm, these issues suggest that strategic decisions have not delivered the long-term resilience initially promised.
The letter argues that a vote against McGill’s re-election would signal a need for change at the board level. Donerail suggested that MarineMax’s Chief Financial Officer could step in on an interim basis if leadership changes occur.
Marine Max Pushes Back
MarineMax responded publicly the following day publicly, rejecting Donerail’s claims. The company said it has maintained ongoing dialogue with the investor, including meetings and site visits, and described allegations of poor engagement as inaccurate.
The company also defended its financial track record under McGill’s leadership, stating that revenue and adjusted EBITDA have doubled during his tenure.
It highlighted 21 consecutive quarters of gross margins above 30 percent and expansion into marinas, services, and the superyacht sector.
MarineMax emphasized that board refreshment has been ongoing, with several new independent directors appointed in recent years.
The board expressed confidence that re-electing McGill would support the company’s long-term strategy and serve the best interests of shareholders.
As the AGM approaches, the debate highlights broader questions about governance, strategy, and shareholder value within one of the marine industry’s largest retail operators.
