MarineMax, Inc. and The Donerail Group have issued public statements ahead of MarineMax’s annual meeting scheduled for 3 March 2026, where shareholders will vote on the re-election of chief executive officer Brett McGill as a director.
MarineMax operates more than 65 marinas and storage facilities worldwide, alongside around 70 boat dealerships and superyacht service businesses. Donerail is a US-based investment firm and one of MarineMax’s largest shareholders, beneficially owning more than four percent of the company’s outstanding shares.
Donerail issued its strongly-worded open letter to shareholders on 9 February 2026, with MarineMax publishing its response the following day. The exchange comes after Donerail issued a non-binding proposal to acquire MarineMax for $1.1bn USD earlier this month.
Engagement with the board
In its letter, Donerail said it had sought private discussions with management and the board over the past seven months regarding strategy and performance. The firm said it made nine requests to meet with the board during an eight-week period in summer 2025 and submitted proposals in September 2025 that did not receive a response.
The letter stated that its efforts “have been met with silence, procedural manoeuvring and outright obstruction”. Donerail also referred to its nomination of three director candidates in November 2025, which it said the board invalidated.
MarineMax responded that it maintains an “active and ongoing dialogue” with many shareholders, including Donerail. According to the company, engagement included in-person meetings, a visit to its Clearwater, Florida operations and a meeting with the independent chairperson of the board. MarineMax described Donerail’s claim that there had been no productive engagement as “patently false”.
Governance matters
Donerail’s letter raised concerns about governance practices and referred to what it described as a “culture of nepotism” within the company, citing family employment and what it characterised as limited board independence. It stated: “This is not governance. It is entrenchment.” The firm said these issues have affected accountability at board level.
MarineMax said its board remains committed to its fiduciary duties and ongoing refreshment. The company noted that since 2021 it has appointed five new independent directors and that seven directors have transitioned off the board since 2024.
The board expressed unanimous support for Brett McGill.
Performance and direction
Donerail reviewed MarineMax’s performance following the fourth quarter of 2022 acquisition of Island Global Yachting (IGY). The firm pointed to reported declines in adjusted earnings per share and gross margins in subsequent fiscal years, stating that results had fallen from approximately $9.00 USD in adjusted earnings per share in FY2022 to lower levels in later fiscal years.
The letter also referred to comments made by McGill in October 2022, shortly after the IGY acquisition was announced, when he said MarineMax would be “more resilient” and that the company’s “higher gross margin profile has elevated MarineMax’s earnings power to withstand a choppy economic cycle”. Donerail stated that subsequent results have not reflected those expectations and added: “He was wrong.”
Donerail said shareholders have experienced sustained underperformance and stated that leadership change and a formal strategic review are necessary.
MarineMax said the company has operated during a period marked by softer retail demand, higher interest rates, tariff uncertainty and geopolitical instability.
The company stated that since McGill became CEO in 2018, revenue and adjusted EBITDA have more than doubled, and gross margins have remained above 30 percent for 21 consecutive quarters. It also said total shareholder return has outperformed its closest peer over one, two, three, four and five-year periods.
Annual meeting and shareholder vote
Attention now turns to MarineMax’s annual meeting on 3 March 2026, where shareholders will vote on the re-election of Brett McGill as a director.
Donerail has confirmed it will vote against his re-election and has urged other shareholders to do the same, citing its concerns about governance and performance.
MarineMax’s board has expressed its support for McGill and stated that his re-election would allow the company to continue executing its current strategy.
