MarineMax hits back at Donerail as board vote looms

MarineMax has responded to an open letter from activist investor Donerail Group by disclosing that the fund has yet to sign (or even comment on) the non-disclosure agreement provided nearly two weeks ago. Signing the NDA is the sole barrier to its access to the financial information Donerail says it needs to complete its $35-per-share takeover bid.

The response, issued on Tuesday, 24 February, arrives one day after Donerail urged shareholders to vote against the re-election of chief executive Brett McGill at the company’s annual meeting on 3 March and revealed that the second-largest public pension fund in the US, California State Teachers’ Retirement System (CalSTRS), had already done so. The fund manages around $392 billion in assets.

“We strongly urge shareholders to vote against CEO Brett McGill as a Director at the upcoming Annual Meeting to send a signal to the Board that its current approach is irresponsible and intolerable for all shareholders,” Donerail states in the letter.

Donerail first submitted its all-cash purchase proposal, valuing the company at around $1.1 billion, on 13 January. MarineMax did not publicly confirm receipt until 3 February, three weeks later, a delay that sits a little awkwardly alongside the board’s stated commitment to evaluating credible proposals and one that Donerail founder and managing partner Will Wyatt has been careful to flag to other shareholders.

The Los Angeles-based investment firm submitted evidence of financing capability from global investment partners on 1 February. In Monday’s open letter, however, Donerail says it has received “no substantive feedback” from MarineMax since submitting its proposal, sharply criticising the board’s approach.

MarineMax says three substantive calls have since taken place and that it provided the NDA shortly after, which is standard practice before any non-public financial information changes hands. Donerail has neither signed it nor responded to it, despite publicly complaining twice that the company is withholding information needed to finalise a binding offer.

“The Company also provided Donerail with a standard non-disclosure agreement nearly two weeks ago to facilitate further engagement,” reads the board’s statement. “However, while Donerail has publicly expressed its desire to receive non-public information about our business twice (and criticised the Company for not yet providing such information), Donerail has not yet executed - or even provided comments on this simple, customary agreement.”

MarineMax’s board, meanwhile, maintains it “remains committed to carefully evaluating any credible proposal that has the potential to enhance shareholder value.”

The $35 offer represents a 23 per cent premium to the current share price of $28.44. The fund added that it could even increase its offer price if granted access to conduct customary due diligence, a detail that decisively sharpens the significance of the unsigned NDA and the question of whether Donerail is a serious buyer or is running a boardroom pressure campaign dressed as one.

CalSTRS’s decision to vote against McGill and all other company nominees changes the character of the challenge. Levin Capital, which has been pushing for a strategic review since at least October, formalised that call in a press release on 17 February, citing what it described as prior failures by MarineMax’s leadership to capitalise on acquisition offers, a reference widely understood to include a reported $40-per-share all-cash approach from OneWater Marine that the board declined. The addition of CalSTRS means that opposition to McGill’s re-election now spans an activist investment firm, a long-term institutional shareholder and one of the largest public pension funds in the US.

This intensifying pressure is deep-rooted in years of financial results that have tested investor tolerance. The firm posted a full-year net loss of $31.6 million for fiscal 2025, its first annual loss in recent memory, even as its superyacht services and marina divisions provided a partial offset to weakening retail margins.

Much of the shareholder frustration has centred on IGY Marinas, the marina network MarineMax acquired for $480 million in 2022, which critics argue has yet to deliver the scale advantages and earnings contribution anticipated at the time of the deal. IGY’s founder, Andrew Farkas, made that case publicly last year when he offered to buy the asset back, arguing it had “lost its competitive edge” under MarineMax ownership.

While its results for the first fiscal quarter of 2026, published on 29 January, showed same-store sales growth of more than 10 per cent and revenue of just over $505 million, a reversal from the 11 per cent same-store decline in the same period a year earlier, the improvement was partial at best.

The quarter still posted a net loss of almost $8 million and adjusted EBITDA of $15.5 million, down from $26.1 million a year earlier. The company reaffirmed full-year adjusted EBITDA guidance of $110 million to $125 million and forecast a return to profitability, but the stock remains well below its 2021 peak of around $66.

Son of company co-founder Bill McGill, Brett McGill has led MarineMax since 2018, aiming to reposition the company from a boat retailer into an integrated marine services group. With the annual meeting now just seven days away, the NDA stands as the central procedural question. The fund cannot continue publicly demanding access to information while simultaneously refusing the only step required to obtain it. Is the firm a serious buyer? Or is this a pressure campaign aimed squarely at the boardroom? Either way, the vote on 3 March will tell the board something it cannot ignore about where its shareholders stand.

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