DEF 14A of MasterCraft Boat Holdings, Inc.
Filed Sep 15, 2025 · FY20250001193125-25-202806
DIRECTOR NOMINEES
DIRECTOR NOMINEES The following table provides summary information about all director nominees. Each director is being nominated for a one-year term that will expire at our next annual meeting of shareholders. The directors will be elected by the affirmative vote of a majority of the votes cast. Pursuant to our Corporate Governance Guidelines, if an incumbent director fails to receive a majority of the votes cast, the incumbent director will promptly tender his or her irrevocable offer of resignation to the Board. The Board, upon recommendation by the Nominating and Corporate Governance Committee ("NCG Committee"), can then choose to accept the resignation, reject it or take such other action that the Board deems appropriate. For more information about the director nominees, see page 8.
DIRECTOR NOMINEES
| | | | | | W. PATRICK BATTLE | JACLYN BAUMGARTEN | DONALD C. CAMPION | JENNIFER DEASON | | Age: 62 | Age: 47 | Age: 76 | Age: 49 | | Independent | Independent | Independent | Independent | | Committees: N, S* | Committees: N, S | Committees: A*, C | Committees: A, S |
DIRECTOR NOMINEES
| | | | | | ROCH LAMBERT | PETER G. LEEMPUTTE | KAMILAH MITCHELL-THOMAS | BRADLEY M. NELSON | | Age: 62 | Age: 68 | Age: 53 | Age: 56 | | Independent Chairman | Independent | Independent | Chief Executive Officer | | Committees: A, N*, S | Committees: A, C* | Committees: C, N | |
DIRECTOR NOMINEES
Committees Key: Audit (A), Compensation & Human Capital (C), Nominating and Corporate Governance (N), Strategy (S), Committee Chair (*)
DIRECTOR NOMINEES
| MASTERCRAFT BOAT HOLDINGS, INC. | 2025 PROXY STATEMENT | 2 |
OUR BOARD
OUR BOARD
PROPOSAL 1 - ELECTION OF DIRECTORS
PROPOSAL 1 - ELECTION OF DIRECTORS Each of the director nominees listed below are currently directors of the Company. The following is a brief summary of each director nominee’s business experience and qualifications and other public company directorships held currently or in the last five years. The Board believes that each of the eight nominees are well qualified to serve on the Board, and has set forth in the biographies below each nominee’s key experiences, qualifications and attributes that led the Board to conclude that they should serve as a director.
PROPOSAL 1 - ELECTION OF DIRECTORS
| | W. PATRICK BATTLE | | EXPERIENCE | | | Managing Partner, Stillwater Family Holdings Age: 62 Independent Director since: 2017 Committees: Nominating and Corporate Governance Strategy (Chair) | | STRATEGY | | | | | MARKETING | | | | | INNOVATION |
PROPOSAL 1 - ELECTION OF DIRECTORS
| EXPERIENCE: | ▪ Managing Partner, Stillwater Family Holdings and was instrumental in launching Experience and Fermata Partners (present) ▪ Chairman, IMG College, following the acquisition of The Collegiate Licensing Company (CLC) by IMG Worldwide. Under his leadership, IMG College became the leader in developing and managing integrated licensing, marketing, and multimedia rights programs for more than 200 U.S. universities, conferences, bowls, and the NCAA ▪ President and Chief Executive Officer, CLC | | QUALIFICATIONS: | ▪ Operational, strategic, and marketing expertise ▪ Senior leadership experience | | EDUCATION: | ▪ B.A., Marketing, Georgia State University | | OTHER BOARDS: | ▪ Acuity Brands, Inc. (NYSE: AYI), member of the Compensation and Management Development Committee and Governance Committee |
PROPOSAL 1 - ELECTION OF DIRECTORS
| MASTERCRAFT BOAT HOLDINGS, INC. | 2025 PROXY STATEMENT | 8 |
PROPOSAL 1 - ELECTION OF DIRECTORS
| | JACLYN BAUMGARTEN | | EXPERIENCE | | | Managing Partner, IDC Ventures Age: 47 Independent Director since: 2018 Committees: Nominating and Corporate Governance Strategy | | INDUSTRY | | | | | MARKETING | | | | | STRATEGY |
PROPOSAL 1 - ELECTION OF DIRECTORS
| EXPERIENCE: | ▪ Managing Partner, IDC Ventures (present) ▪ Co-Founder and Former Chief Executive Officer, Boatsetter, the world’s leading boat sharing platform with boats throughout the United States, Mexico, the Bahamas, the Caribbean, South America and the Mediterranean ▪ Founder and Chief Executive Officer, Cruzin Inc. (now merged with Boatsetter), where she led a team of marine and insurance industry leaders to create the insurance policy that paved the way for an entire boat sharing industry ▪ Partner and Chief Operating Officer, AH Global ▪ Director of Strategy, DaVita ▪ Development Manager, Westfield Group ▪ Consultant, IBM and PricewaterhouseCoopers | | QUALIFICATIONS: | ▪ Substantial experience in the boating industry ▪ Strategic and marketing experience ▪ Senior leadership experience | | EDUCATION: | ▪ B.A., cum laude, Wellesley College ▪ M.B.A., Stanford University Graduate School of Business | | OTHER BOARDS: | ▪ Two private boards |
PROPOSAL 1 - ELECTION OF DIRECTORS
| MASTERCRAFT BOAT HOLDINGS, INC. | 2025 PROXY STATEMENT | 9 |
PROPOSAL 1 - ELECTION OF DIRECTORS
| | DONALD C. CAMPION | | EXPERIENCE | | | Former Chief Financial Officer, VeriFone, Inc. Age: 76 Independent Director since: 2015 Committees: Audit (Chair) Compensation and Human Capital | | FINANCE | | | | | ACCOUNTING | | | | | MANUFACTURING | | | | | INFORMATION TECHNOLOGY |
PROPOSAL 1 - ELECTION OF DIRECTORS
| EXPERIENCE: | ▪ Chief Financial Officer of several public and private companies, including VeriFone, Inc., Special Devices, Inc., Cambridge Industries, Inc., Oxford Automotive, Inc., and Delco Electronics Corporation | | QUALIFICATIONS: | ▪ Substantial accounting and tax experience ▪ Leadership positions in diverse manufacturing businesses ▪ Board service experience, including as chair of several audit committees | | EDUCATION: | ▪ B.S., Applied Mathematics, University of Michigan College of Engineering ▪ M.B.A., Corporate Finance, University of Michigan | | OTHER BOARDS: | ▪ Previously served on the boards of many public and private companies |
PROPOSAL 1 - ELECTION OF DIRECTORS
| MASTERCRAFT BOAT HOLDINGS, INC. | 2025 PROXY STATEMENT | 10 |
PROPOSAL 1 - ELECTION OF DIRECTORS
| | JENNIFER DEASON | | EXPERIENCE | | | Former Chief Executive Officer, Home Partners of America Age: 49 Independent Director since: 2021 Committees: Audit Strategy | | FINANCE | | | | | STRATEGY | | | | | MARKETING | | | | | CYBER- SECURITY |
PROPOSAL 1 - ELECTION OF DIRECTORS
| EXPERIENCE: | ▪ Chief Executive Officer, Home Partners of America ▪ Board Chair and Chief Executive Officer, Belong Acquisition Corp., a special purpose acquisition company ▪ Co-founder and Chief Business Officer/Chief Financial Officer, Flowcode ▪ Executive Vice President, Head of Corporate Development and Strategy, Sotheby’s ▪ Chief Financial Officer, The Weather Channel, where she worked to reposition the organization from a more traditional TV media company towards a data-focused, mobile-first advertising platform, prior to the sale of the digital and B2B businesses to IBM. ▪ Served as Executive Vice President and in several interim operating roles such as President, Chief Marketing Officer and Chief Financial Officer, Bain Capital | | QUALIFICATIONS: | ▪ Financial and strategic expertise ▪ Luxury and direct-to-consumer experience ▪ Media and retail industry | | EDUCATION: | ▪ B.A., Yale University ▪ M.B.A., Stanford University | | OTHER BOARDS: | ▪ Concentrix Corporation (NASDAQ: CNXC), member of the Audit Committee and Nominating and Governance Committee |
PROPOSAL 1 - ELECTION OF DIRECTORS
| MASTERCRAFT BOAT HOLDINGS, INC. | 2025 PROXY STATEMENT | 11 |
PROPOSAL 1 - ELECTION OF DIRECTORS
| | ROCH LAMBERT | | EXPERIENCE | | | Operating Partner, CORE Industrial Partners Age: 62 Chairman since: 2024 Independent Director since: 2016 Committees: Audit Nominating and Corporate Governance (Chair) Strategy | | INDUSTRY | | | | | OPERATIONS | | | | | STRATEGY |
PROPOSAL 1 - ELECTION OF DIRECTORS
| EXPERIENCE: | ▪ Operating Partner at CORE Industrial Partners (present) ▪ President of Lippert Automotive, an aftermarket automotive manufacturer and a division of LCI ▪ Chief Executive Officer, Curt Manufacturing, Inc., an automotive aftermarket manufacturer ▪ Chief Executive Officer, Rec Boat Holdings, an international designer, manufacturer and distributor of powerboats ▪ Vice President and General Manager of several divisions at Bombardier Recreational Products (BRP), an international recreational products company, including the Sea-Doo, Ski-Doo and Evinrude divisions ▪ Various leadership, engineering and production roles, Bombardier and Aquilon Technologies, a manufacturer of attachments for farm equipment OEMs | | QUALIFICATIONS: | ▪ Substantial industry experience ▪ Leadership experience in diverse manufacturing businesses ▪ Extensive knowledge of operational matters in the recreational products and powerboat industries | | EDUCATION: | ▪ B.Eng., Mechanical/Aeronautical Engineering, Ecole Polytechnique de Montreal ▪ D.B.A., Universite Laval | | OTHER BOARDS: | ▪ Two private boards |
PROPOSAL 1 - ELECTION OF DIRECTORS
| MASTERCRAFT BOAT HOLDINGS, INC. | 2025 PROXY STATEMENT | 12 |
PROPOSAL 1 - ELECTION OF DIRECTORS
| | PETER G. LEEMPUTTE | | EXPERIENCE | | | Former Chief Financial Officer, Keurig Green Mountain, Inc. Age: 68 Independent Director since: 2016 Committees: Audit Compensation and Human Capital (Chair) | | INDUSTRY | | | | | FINANCE | | | | | ACCOUNTING | | | | | INFORMATION TECHNOLOGY |
PROPOSAL 1 - ELECTION OF DIRECTORS
| EXPERIENCE: | ▪ Chief Financial Officer and Treasurer, Keurig Green Mountain, Inc., a leader in specialty coffee, coffee makers, teas and other beverages ▪ Executive Vice President and Chief Financial Officer, Mead Johnson Nutrition Company, a global leader in infant and children’s nutrition ▪ Senior Vice President and Chief Financial Officer, Brunswick Corporation, a global manufacturer of marine products ▪ Various management positions at Chicago Title Corporation, Mercer Management Consulting, Armco Inc., FMC Corporation and BP | | QUALIFICATIONS: | ▪ Significant financial and accounting expertise gained in handling financial responsibilities for several leading corporations ▪ Extensive marine industry experience ▪ Leadership skills | | EDUCATION: | ▪ B.S., Chemical Engineering, Washington University, St. Louis ▪ M.B.A., Finance, University of Chicago School of Business | | OTHER BOARDS: | ▪ Ecogensus LLC (private) ▪ Previously served on the boards of other public companies |
PROPOSAL 1 - ELECTION OF DIRECTORS
| MASTERCRAFT BOAT HOLDINGS, INC. | 2025 PROXY STATEMENT | 13 |
PROPOSAL 1 - ELECTION OF DIRECTORS
| | KAMILAH MITCHELL-THOMAS | | EXPERIENCE | | | Former Senior Vice President, Chief People Officer, Avaya Age: 53 Independent Director since: 2022 Committees: Compensation and Human Capital Nominating and Corporate Governance | | LEADERSHIP | | | | | HUMAN CAPITAL | | | | | STRATEGY |
PROPOSAL 1 - ELECTION OF DIRECTORS
| EXPERIENCE: | ▪ Senior Vice President, Chief People Officer, Avaya ▪ Senior Vice President, Head of People, Roku, Inc. ▪ Chief People Officer, Dow Jones & Company ▪ Senior Vice President, People & Culture, A+E Networks | | QUALIFICATIONS: | ▪ Executive compensation and human capital strategy ▪ CEO succession planning ▪ Organizational transformation ▪ Technology, media, and consumer sectors | | EDUCATION: | ▪ B.A., Economics, Lincoln University | | OTHER BOARDS: | ▪ Success Academy Charter Schools (non-profit) ▪ Previously served on Dow Jones News Fund (private) |
PROPOSAL 1 - ELECTION OF DIRECTORS
| MASTERCRAFT BOAT HOLDINGS, INC. | 2025 PROXY STATEMENT | 14 |
PROPOSAL 1 - ELECTION OF DIRECTORS
| | BRADLEY M. NELSON | | EXPERIENCE | | | Chief Executive Officer and Director, MasterCraft Boat Holdings, Inc. Age: 56 Director since: 2024 | | STRATEGY | | | | | PRODUCT DEVELOPMENT | | | | | MANUFACTURING | | | | | OPERATIONS |
PROPOSAL 1 - ELECTION OF DIRECTORS
| EXPERIENCE: | ▪ Chief Executive Officer, MasterCraft (2024 – Present) ▪ Executive Vice President and President, Commercial Segment of Oshkosh Corporation ▪ Vice President of Global Marketing, JLG Industries, Inc. ▪ Several leadership roles, including Vice President, Global Marketing & Communications and Business Unit Manager, Eaton Corporation - Electrical sector ▪ Various Senior leadership positions in technology businesses | | QUALIFICATIONS: | ▪ Strategic and operational leadership across multiple industries ▪ Extensive manufacturing experience ▪ Substantial commercial and product development experience | | EDUCATION: | ▪ B.S., Business Administration, University of Phoenix ▪ M.B.A., Brigham Young University |
PROPOSAL 1 - ELECTION OF DIRECTORS
| ☑ VOTING RECOMMENDATION | | The Board of Directors recommends a vote FOR each of the director nominees. |
PROPOSAL 1 - ELECTION OF DIRECTORS
| MASTERCRAFT BOAT HOLDINGS, INC. | 2025 PROXY STATEMENT | 15 |
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
HOW WE ARE SELECTED AND ELECTED
HOW WE ARE SELECTED AND ELECTED
SELECTION OF DIRECTOR NOMINEES
SELECTION OF DIRECTOR NOMINEES GENERAL CRITERIA AND PROCESS It is the NCG Committee’s responsibility to review and recommend to the Board a slate of nominees for director for election at each annual meeting of shareholders and to identify one or more candidates to fill any vacancies that may occur on the Board. In developing recommendations for new director candidates, the NCG Committee identifies potential individuals whose qualifications and skills reflect those desired by the Board, and evaluates and recommends to the Board all nominees for board membership as specified in the committee’s charter. As expressed in our Corporate Governance Guidelines, we do not set specific criteria for directors, but the Company seeks to align the composition of the Board with the Company’s strategic direction so that the directors bring skills, experience and backgrounds that are relevant to the key strategic and operational issues that they will oversee and approve. Directors are selected for their integrity, ethics, seasoned judgment, breadth of experience, insight, knowledge and business acumen, among other things. Diversity of perspectives, backgrounds, and experiences are also important factors in evaluating candidates for election to the Board. Accordingly, pursuant to our Corporate Governance Guidelines, the NCG Committee will ensure that candidates meeting these criteria are included in each pool of candidates from which Board nominees are chosen. Leadership skills and executive experience, expertise in recreational boating or vehicles, dealer network knowledge, familiarity with issues affecting global businesses, financial and accounting knowledge, prior experience in the Company’s geographic markets, expertise in operations, strategic planning and marketing expertise, may also be among the relevant selection criteria. The NCG Committee believes that directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively and should be committed to serve on the Board for an appropriate period of time. In addition, the Company strives to maintain a Board that reflects passion and commitment to the Company. These criteria will vary over time depending on the needs of the Board. For each of the nominees to the Board, the biographies included in this Proxy Statement highlight the experience and qualifications that were among the most important to the NCG Committee in concluding that the nominee should serve as a director. SHAREHOLDER RECOMMENDATION OF CANDIDATES FOR DIRECTOR Shareholders wishing to recommend candidates to be nominated for election to the Company’s Board may do so by sending to the attention of our Corporate Secretary at the address provided in this Proxy Statement a statement setting forth the information required by the advance notice provision in our Fourth Amended and Restated Bylaws (the “Bylaws”). Shareholder recommendations provided to our Corporate Secretary will be considered and evaluated by the NCG Committee in the same manner as candidates recommended from other sources. For information regarding shareholder nominations of directors and shareholder proposals, please see the “Next Annual Meeting—Shareholder Proposals” section of this Proxy Statement. DIRECTOR SKILLS, QUALIFICATIONS AND EXPERIENCE Under the terms of its charter, the NCG Committee is responsible for determining criteria and qualifications for director nominees to be used in reviewing and selecting director candidates, including those described in the Corporate Governance Guidelines. The Board and the NCG Committee believe that it is important that our directors demonstrate: ▪ a high level of personal and professional ethics, integrity and moral character; ▪ a commitment to the long-term interests of our shareholders; ▪ sound business judgment; ▪ the skills, knowledge and expertise that in the aggregate are useful in overseeing and providing strategic direction to the Company’s business; and availability to devote sufficient time for preparation and participation in board and committee meetings.
SELECTION OF DIRECTOR NOMINEES
| MASTERCRAFT BOAT HOLDINGS, INC. | 2025 PROXY STATEMENT | 16 |
SELECTION OF DIRECTOR NOMINEES
The NCG Committee is responsible for recommending to the Board a slate of nominees for election at each annual meeting of shareholders. Nominees may be suggested by directors, members of management, shareholders or, in some cases, by a third-party search firm. The NCG Committee considers a wide range of factors when assessing potential director nominees. This includes consideration of the current composition of the Board, any perceived need for one or more particular areas of expertise, the balance of management and independent directors, the need for committee-specific expertise, the evaluations of other prospective nominees and the qualifications of each potential nominee relative to the attributes, skills and experience described above. Using our director skills matrix as a guide, as well as the results of our annual Board and committee self-assessment process, the NCG Committee evaluates the composition of our Board annually and identifies for consideration by the full Board areas of expertise and other qualities that would complement and enhance our current Board. The diverse set of core competencies represented on our current Board is summarized below:
SELECTION OF DIRECTOR NOMINEES
| CORE COMPETENCIES | | | | | | | | | | | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | | LEADERSHIP | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | MERGERS AND ACQUISITIONS | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | | PUBLIC COMPANY BOARD | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | | STRATEGIC PLANNING | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | | | FINANCE AND ACCOUNTING | ☑ | ☑ | ☑ | ☑ | ☑ | | | | | COMPENSATION AND HUMAN CAPITAL | ☑ | ☑ | ☑ | ☑ | ☑ | | | | | INTERNATIONAL | ☑ | ☑ | ☑ | ☑ | ☑ | | | | | RELATED INDUSTRY | ☑ | ☑ | ☑ | ☑ | | | | | | SALES AND MARKETING | ☑ | ☑ | ☑ | ☑ | | | | | | TECHNOLOGY AND CYBERSECURITY | ☑ | ☑ | ☑ | ☑ | | | | | | OPERATIONS AND MANUFACTURING | ☑ | ☑ | ☑ | | | | | |
SELECTION OF DIRECTOR NOMINEES
Seven out of eight current directors and director nominees are independent. The average tenure of our directors is 6.3 years. For additional information on each director, see the biographies in the “Proposal 1—Election of Directors” section of this Proxy Statement.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table sets forth information concerning the fiscal 2025 compensation of our non-employee directors that served during the period from July 1, 2024 through June 30, 2025:
DIRECTOR COMPENSATION
| NAME | FEES EARNED OR PAID IN CASH ($) | RESTRICTED STOCK AWARDS ($) | OTHER ($)1 | TOTAL($) | | W. Patrick Battle | 87,500 | 90,000 | — | 177,500 | | Jaclyn Baumgarten | 80,000 | 90,000 | 1,221 | 171,221 | | Donald C. Campion | 102,500 | 90,000 | 2,271 | 194,771 | | Jennifer Deason | 85,000 | 90,000 | — | 175,000 | | Roch Lambert | 162,500 | 130,000 | 5,468 | 297,968 | | Peter G. Leemputte | 97,500 | 90,000 | 1,597 | 189,097 | | Kamilah Mitchell-Thomas | 82,500 | 90,000 | 654 | 173,154 |
DIRECTOR COMPENSATION
(1) The amounts in this column reflect imputed income for boat usage. Each of our Non-Employee Directors is provided the opportunity to use MasterCraft Boat Holdings, Inc. brand boats and trailers in order to better understand the quality, features, components, operation, etc. of our products, and to aid in the product development and portfolio strategy, while minimizing the cost to the Company. Directors are provided with use of boats at no charge, but are responsible for paying all insurance, maintenance, fuel and other fees, costs and charges (other than registration or use fees and taxes) related to their operation. In fiscal 2025, non-management members of the Board received a $70,000 annual cash retainer related to their Board duties and responsibilities, which is paid in advance in four equal quarterly installments of $17,500 each. Pursuant to the director compensation policy in effect during fiscal 2025, we also granted an annual award of restricted stock with a grant date fair value of $90,000 to each non-employee director who received cash compensation. The terms of each restricted stock award are set forth in a written award agreement between each director and us, which we intend will generally provide for vesting after one year of continued service as a director, prorated as necessary to account for changes in service on the Board, subject, in either case, to acceleration upon a change of control. Directors elected or appointed, or those who leave service on the Board mid-quarter will receive a prorated portion of the annual retainer and the annual award, in each case adjusted to reflect his or her period of service.
DIRECTOR COMPENSATION
| MASTERCRAFT BOAT HOLDINGS, INC. | 2025 PROXY STATEMENT | 21 |
DIRECTOR COMPENSATION
Additionally, there was a $65,000 annual retainer for serving as our Board Chair, also paid in four equal quarterly installments. Furthermore, in July 2024, the Board, at the recommendation of the CHC Committee, approved a one-time grant of restricted stock with a grant date fair market value of $40,000 to Mr. Lambert in connection with his appointment as Board Chair and his leadership role in overseeing our successful CEO transition, which was granted on July 1, 2024. We also reimburse directors for their out-of-pocket expenses incurred in attending meetings of the Board or any committee thereof. Directors also receive an additional annual retainer for each committee on which they serve, paid in four equal installments. Each Audit Committee member receives a $10,000 annual retainer. Additionally, there is a $15,000 annual retainer for serving as the chairman of the Audit Committee. Each CHC Committee member receives a $7,500 annual retainer. Additionally, there is a $10,000 annual retainer for serving as the chairman of the CHC Committee. Each NCG Committee member receives a $5,000 annual retainer. Additionally, there is a $7,500 annual retainer for serving as the chairman of the NCG Committee. Each Strategy Committee member receives a $5,000 annual retainer. Additionally, there is a $7,500 annual retainer for serving as the chairman of the Strategy Committee. Committee fees for fiscal 2025 will remain the same. Under the director compensation policy, each director may elect to receive all of his or her annual retainers in the form of common stock (in lieu of cash). Each non-employee director is also eligible to participate in our boat usage and testing program and may therefore receive certain additional benefits that we categorize as compensation for purposes of calculating a director’s compensation in this Proxy Statement. Under the director compensation policy, the aggregate amount of cash and equity compensation that may be paid or granted to any non-employee director during any calendar year may not exceed $500,000, subject to limited exceptions. We have adopted a director stock ownership policy encouraging directors to hold shares of our common stock with a value equal to four times his or her annual cash retainer fee (exclusive of any committee retainers). All our directors have achieved the ownership threshold as of the date of this proxy, except two who have a short tenure on our board.
DIRECTOR COMPENSATION
| MASTERCRAFT BOAT HOLDINGS, INC. | 2025 PROXY STATEMENT | 22 |
ELEMENTS OF OUR COMPENSATION PROGRAM
| COMPENSATION ELEMENT | BRIEF DESCRIPTION | OBJECTIVES | | BASE SALARY | ▪ Fixed compensation | ▪ Provide a competitive, fixed level of cash compensation to attract and retain talented and skilled executives | | ANNUAL BONUSES: SHORT TERM INCENTIVE COMPENSATION | ▪ Variable, performance-based cash compensation earned based on achieving pre-established annual goals | ▪ Motivate executives to achieve or exceed our current-year financial goals and strategic objectives and reward them for their achievements ▪ Aid in retention of key executives in a highly competitive market for talent | | LONG TERM EQUITY INCENTIVE AWARDS | ▪ Variable, equity-based compensation to promote achievement of longer-term goals | ▪ Align executives’ interests with those of our shareholders and encourage executive decision-making that maximizes growth and value creation over the long-term ▪ Aid in retention of key executives and ensure continuity of management in a highly competitive market for talent | | EMPLOYEE BENEFITS AND PERQUISITES | ▪ Participation in all broad-based employee health and welfare programs and retirement plans ▪ Allow usage of a Company-owned boat | ▪ Aid in retention of key executives in a highly competitive market for talent by providing overall benefits package competitive with industry peers ▪ Familiarize executives with the functionality and quality of current model year boats |
ELEMENTS OF OUR COMPENSATION PROGRAM
TERMS OF EMPLOYMENT We currently do not maintain employment agreements, severance or change in control agreements with any of our named executive officers. For Mr. Nelson, the basic terms of employment such as salary, bonus, incentive awards and benefits are set forth in an offer letter. There were no similar arrangements for Mr. Oxley or for Mr. Steinbarger prior to their departures from the Company. All rights relating to accelerated vesting of equity awards upon termination or change in control are set forth in the LTIP (as defined below), applicable award agreement or offer letter. For a discussion of the offer letter, see “Offer Letters with our Named Executive Officers.” For a discussion regarding potential payments upon termination or change in control, see “Potential Payments upon Termination or Change in Control.” On March 3, 2025, in connection with Mr. Steinbarger’s departure, we entered into a Severance and Release Agreement (the “Severance Agreement”). Pursuant to the Severance Agreement, which includes a general release of claims by Mr. Steinbarger against the Company, Mr. Steinbarger was entitled to the following: (i) a one-time lump sum payment of $102,500; and (ii) continued vesting of 4,664 shares of common stock underlying restricted stock awards that were scheduled to vest on March 4, 2025.
ELEMENTS OF OUR COMPENSATION PROGRAM
On April 7, 2025, we entered into a retirement and transition agreement (the “Retirement and Transition Agreement”) with Mr. Oxley, pursuant to which Mr. Oxley resigned from his position as CFO, effective June 30, 2025, and will remain employed as a Special Advisor to the Company until December 31, 2025 (the “Transition Period”). During the Transition Period, Mr. Oxley will be tasked with providing financial and strategic advice and support to ensure a smooth transition, advising on historical matters and such other activities as may be requested from time to time by the Board. The Retirement and Transition Agreement provides for the following: (i) continuation of his base salary in effect prior June 30, 2025 ($392,600 per annum) through the end of the Transition Period; (ii) in lieu of participation in the STIP and LTIP, a one-time grant of restricted stock units (“RSUs”) with a fair market value on the date of grant equal to $200,000, vesting on June 30, 2026; (iii) all outstanding equity incentive awards shall fully vest as of December 31, 2025, except for the aforementioned RSUs and awards that are subject to performance metrics, which will vest through the final vesting date of such awards; and (iv) continuation of certain other benefits through the end of the Transition Period. Additionally, to further ensure a smooth transition, Mr. Oxley has agreed to serve as an outside consultant to the Company from January 1, 2026 until such time as he and the Company agree in writing. The Retirement and Transition Agreement also contains customary general release of claims and various restrictive covenants, including non-competition, non-solicitation and confidentiality.
STRUCTURE OF OUR COMPENSATION PROGRAM
Mr. Steinbarger left the Company in February 2025. The actual base salary received by Mr. Steinbarger in fiscal 2025 was $225,500. ANNUAL BONUS: SHORT TERM CASH INCENTIVE COMPENSATION The Company has established the Short-Term Incentive Plan (“STIP”) to provide annual cash incentive compensation to our executives. The graphic below illustrates the weighting of the metrics and the calculation of the objective component of the STIP.
STRUCTURE OF OUR COMPENSATION PROGRAM
| Base Salaryx | Target Annual Cash Incentive Opportunity (% of Base Salary)x | Divisional Free Cash Flow (weighted 70%) + Strategic Metrics (weighted 30%) | = | Annual Incentive Bonus Result |
STRUCTURE OF OUR COMPENSATION PROGRAM
To meet strategic priorities, including inventory management and maintaining dealer health, the CHC Committee determined Divisional Free Cash Flow as the financial performance metric for the fiscal 2025 STIP. Each component of the STIP is determined on a segment level basis, and then aggregated to determine the consolidated results. For Messrs. Nelson and Oxley, STIP payouts are based on consolidated results. TARGET ANNUAL CASH INCENTIVE The target annual cash incentive is expressed as a percentage of each named executive officer’s base salary and is set at the beginning of each year by the CHC Committee. The threshold annual incentive opportunity for each named executive officer ranges from 15 percent to 30 percent of their target opportunity, and the maximum annual incentive opportunity ranges from 95 percent to 190 percent of their target opportunity. The target opportunity for each named executive officer is as follows:
STRUCTURE OF OUR COMPENSATION PROGRAM
| AWARD OPPORTUNITY | | | | | NAMED EXECUTIVE OFFICER | BASE SALARY ($) | TARGET ANNUAL INCENTIVE OPPORTUNITY (as a % of base salary) | TARGET ANNUAL INCENTIVE OPPORTUNITY ($) | | Bradley M. Nelson | 645,000 | 100% | 645,000 | | Timothy M. Oxley | 392,600 | 60% | 235,560 | | George Steinbarger(1) | 333,125 | 50% | 166,563 |
STRUCTURE OF OUR COMPENSATION PROGRAM
(1) Mr. Steinbarger left the Company in February 2025, and therefore was not eligible to receive a payout under the 2025 STIP. The STIP sets a threshold, target, and maximum level for each of these metrics applicable to all executive officers. The targets are set for the year by the CHC Committee based on recommendations from the CEO and the CFO and are communicated to executives at the beginning of each year. While the CHC Committee primarily bases annual cash incentive awards on performance against the targets for the year, it also considers qualitative factors and retains negative discretion in determining actual bonus payouts. After considering these factors, including consideration of the Company’s overall performance in fiscal 2025, the CHC Committee exercised negative discretion and reduced the 2025 STIP payouts from 156.8% to 110% of target, reflecting the CHC Committee’s commitment to aligning the Company’s compensation practices with shareholder interests.
STRUCTURE OF OUR COMPENSATION PROGRAM
| | | GOAL | | | | | | METRICS | WEIGHTING | MINIMUM | MAXIMUM | RESULTS | PERCENTAGE PAYOUT ATTAINED(1) | ACHIEVEMENT | | FINANCIAL METRICS(2) | | | | | | | | Divisional Free Cash Flow(3) | 70% | $14 million | $30 million | $29.9 million | 139.3% | Between target and max | | STRATEGIC METRICS(4) | 30% | | | | 17.5% | | | TOTAL (blended result) | 100% | | | | 156.8% | |
STRUCTURE OF OUR COMPENSATION PROGRAM
Represents payout attained prior to the CHC Committee’s exercise of negative discretion. (2) Financial metrics represent 70% of the bonus opportunity. (3) For additional information regarding and reconciliation of this non-GAAP financial measure, See “Appendix A – Reconciliation of Non-GAAP Measures.” (4) Strategic metrics represent 30% of the bonus opportunity, equally weighted over market share and CSI attainment. The consolidated results are made up of segment specific targets for each strategic metric. The table below sets forth the threshold, target and maximum percentages of base salary for awards under the 2025 STIP, together with the achievement and actual bonus levels paid to our named executive officers, based on actual Company and individual results and after giving effect to the CHC Committees exercise of negative discretion.
STRUCTURE OF OUR COMPENSATION PROGRAM
| | AWARD OPPORTUNITY | | | BONUS PAID | | | NAME | THRESHOLD | TARGET | MAXIMUM | % OF TARGET(2) | $ | | Bradley M. Nelson | 30% of base salary | 100% of base salary | 190% of base salary | 110.0% | 709,500 | | Timothy M. Oxley | 15% of base salary | 60% of base salary | 95% of base salary | 110.0% | 259,116 | | George Steinbarger(1) | 15% of base salary | 50% of base salary | 95% of base salary | — | — |
STRUCTURE OF OUR COMPENSATION PROGRAM
(1) Mr. Steinbarger left the Company in February 2025, and therefore was not eligible to receive a payout under the 2025 STIP. (2) The CHC Committee adjusted the payout down to 110% to better reflect the overall view of the Company’s performance in fiscal 2025. LONG-TERM EQUITY INCENTIVE COMPENSATION Equity awards represent an important component of our named executive officer compensation. We believe long-term incentive awards align the interests of our shareholders and our named executive officers by increasing the proprietary interest of our named executive officers in the Company’s growth and success, advance the Company’s interests by attracting and retaining qualified employees over time and motivate our executives to act in the long-term best interests of our shareholders. In particular, the CHC Committee and the Board feel that one way to align the Company’s strategy with the executive long-term incentive compensation is to tie the awards directly to the Company’s performance. Long-Term Incentive Plan (“LTIP”) awards are granted to our executive officers annually under our Second Amended and Restated Mastercraft 2015 Incentive Award Plan. In order to balance performance and retention incentives, during fiscal 2025, LTIP awards consisted of 50% restricted stock awards (“RSAs”) and 50% performance stock units (“PSUs”). The CHC Committee believes that together with the Company’s ownership requirements for executives, RSAs promote an “ownership” culture, align executives’ interests with those of our shareholders and provide retention incentives for our executive officers, while PSUs act as an additional tool for linking individual interests of our executive officers to those of our shareholders. RSAs vest annually in equal installments over a three-year period, subject to the executive officer’s continued employment.
STRUCTURE OF OUR COMPENSATION PROGRAM
| PERFORMANCE METRIC | TARGET | RESULTS | ACHIEVEMENT | | Cumulative Adjusted EPS(1) | $16.36 | $6.82 | Below threshold | | Payout % | 100.0% | 0% | Below threshold | | TSR Modifier | | 0.89x | | | Calculated Payout | | 0% | |
STRUCTURE OF OUR COMPENSATION PROGRAM
| RELATIVE TSR LEVEL | RELATIVE TSR MODIFIER | | 25th Percentile or less | -20.0% | | 50th Percentile | No adjustment | | 75th Percentile | 20.0% |
STRUCTURE OF OUR COMPENSATION PROGRAM
| NAMED EXECUTIVE OFFICER(1) | SHARES SUBJECT TO PSUs GRANTED IN FISCAL 2023 | SHARES EARNED | SHARES EARNED (as a percentage of target) | | Timothy M. Oxley | 7,856 | — | — |
STRUCTURE OF OUR COMPENSATION PROGRAM
(1) Mr. Steinbarger is omitted from the table above as all unvested PSUs were forfeited in connection with his departure from the Company in February 2025. For fiscal 2026, LTIP awards will consist of 50% RSUs and 50% PSUs. Shares subject to PSUs will again be earned based upon the Company’s performance, over a three-year period, measured by achievement against annual adjusted earnings per share budgets established at the beginning of each fiscal year of the performance period, in each case subject to a potential adjustment based upon the application of a total shareholder return (“TSR”) modifier and subject to the executive officer’s continued employment with the Company. EMPLOYEE BENEFITS AND PERQUISITES Our named executive officers receive the standard benefits received by all employees including: health and welfare plans, including, medical, dental, and vision benefits; medical and dependent care flexible spending accounts; short-term and long-term disability insurance; and life insurance, retirement plans (a 401(k) retirement savings plan), and vacation. We do not have a defined benefit pension plan or supplemental executive retirement plan. Our named executive officers participate in our various benefit programs, including our 401(k) retirement savings plan discussed below, on the same terms as other employees. The Company does not provide to its named executive officers supplemental executive retirement plans, club memberships or other significant perquisites. We currently maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. Our named executive officers are generally eligible to participate in the 401(k) plan on the same terms as other full-time employees. The Internal Revenue Code, or the Code, allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. Currently, we match contributions made by participants in the 401(k) plan up to a specified percentage of the employee contributions, and these matching contributions are fully vested as of the date on which the contribution is made. We believe that providing a vehicle for tax deferred retirement savings though our 401(k) plan, and making fully vested matching contributions, adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.
INDUSTRY PEER GROUP
INDUSTRY PEER GROUP Management and the CHC Committee, in consultation with WTW, have considered how to best use competitive market data in designing our executive compensation programs. The CHC Committee considered multiple factors, including how such data would be used, whether the data would be aligned with shareholder expectations, the breadth, consistency and reliability of the data and our ability to compete effectively for top executive talent. As a result of this review, our CHC Committee determined to use market data from two sources: published survey data reflecting the durable goods manufacturing industry (“Survey Data”) and a customized industry peer group (the “Custom Peer Group”). Together, these sources enable the CHC Committee to make informed decisions in achieving its compensation objectives. The Survey Data is based on WTW’s Executive Compensation Survey, which includes approximately 1,000 companies across a broad range of industries. The Survey Data is adjusted, generally through regression analysis, to fit MasterCraft’s revenue scope. The Company did not select the companies that comprise the Survey Data, and the component companies’ identities were not a factor in the analysis. The Survey Data serves as a reliable market reference and is used as the primary source for market compensation data. The Custom Peer Group is used to provide comparative information for purposes of designing the overall executive compensation program, including design of the STIP and LTIP, and serves as a secondary source for market compensation data for the CEO and CFO positions. The Custom Peer Group is also used for benchmarking our Board of Director compensation program. In developing the Custom Peer Group, the CHC Committee considered both quantitative factors (such as revenue, employee headcount, and market capitalization) and qualitative factors (such as industry focus within the
INDUSTRY PEER GROUP
| MASTERCRAFT BOAT HOLDINGS, INC. | 2025 PROXY STATEMENT | 37 |
INDUSTRY PEER GROUP
recreation/leisure/marine markets and product engineering complexity). Based upon this review, the CHC Committee selected a custom peer group of 15 companies, shown below.
INDUSTRY PEER GROUP
| FISCAL 2025 PEER GROUP | | | American Outdoor Brands, Inc. | Marine Products Corporation | | Clarus Corporation | Motorcar Parts of America, Inc. | | Escalade, Incorporated | National Presto Industries, Inc. | | Fox Factory Holding Corp. | Smith & Wesson Brands, Inc. | | iRobot Corporation | Solo Brands, Inc. | | Johnson Outdoors Inc. | Sturm, Ruger & Company, Inc. | | Latham Group, Inc. | Twin Disc, Incorporated | | Malibu Boats, Inc. | |
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table sets forth information concerning the total compensation awarded to, earned by or paid to the named executive officers for fiscal years ended June 30, 2025, June 30, 2024, and June 30, 2023, calculated in accordance with SEC rules and regulations.
SUMMARY COMPENSATION TABLE
| YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS ($)(1) | OPTION AWARDS ($)(1) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) | CHANGE IN PENSION VALUE AND NON-QUALIFIED DEFERRED COMPENSATION EARNINGS ($) | ALL OTHER COMPENSATION ($)(2) | TOTAL ($) | | BRADLEY M. NELSON, CEO and Director | | | | | | | | | | 2025 | 645,000 | — | 1,225,522 | — | 709,500 | — | 121,480 | 2,701,502 | | 2024 | 186,058 | — | 1,000,002 | — | 46,313 | | 54,424 | 1,286,797 | | TIMOTHY M. OXLEY, Former Chief Financial Officer, Treasurer and Secretary(3) | | | | | | | | | | 2025 | 392,600 | — | 392,602 | | 259,116 | — | 16,636 | 1,060,954 | | 2024 | 383,000 | — | 383,039 | — | 57,910 | — | 16,129 | 840,078 | | 2023 | 370,000 | — | 370,018 | — | 138,688 | — | 15,027 | 893,733 | | GEORGE STEINBARGER, Former President, Pontoon Group(4) | | | | | | | | | | 2025 | 225,500 | — | 183,224 | — | — | — | 113,995 | 522,719 | | 2024 | 325,000 | — | 478,767 | — | 24,375 | — | 17,657 | 845,799 | | 2023 | 315,000 | — | 173,280 | — | 118,072 | — | 17,539 | 505,819 |
SUMMARY COMPENSATION TABLE
(1) Represents the aggregate grant date fair value of RSAs and PSUs awarded in each of the fiscal years indicated above, determined in accordance with FASB ASC Topic 718. These are not amounts paid to or realized by our named executive officers. We caution that the amounts reported in the table for equity-related awards and, therefore, total compensation, may not represent the amounts that each named executive officer will actually realize from the awards. Whether, and to what extent, a named executive officer realizes value will depend on a number of factors, including Company performance and stock price. For more information on RSAs and PSUs, see “Compensation Discussion and Analysis — Structure of our Compensation Program — Long-Term Equity Incentive Compensation” above. (2) The amounts shown in this column for 2025 reflect the following components: ▪ Messrs. Nelson, Oxley, and Steinbarger received $12,250, $12,250, and $8,456, respectively, for matching contributions to each individual’s account in our 401(k) plan. ▪ Messrs. Nelson, Oxley, and Steinbarger received $786, $2,286, and $182, respectively, for a Company paid life insurance policy. ▪ Messrs. Nelson, Oxley, and Steinbarger received imputed income of $5,947, $2,100, and $2,857, respectively, for boat usage. ▪ Mr. Nelson received $102,497 for relocation expenses and temporary housing. ▪ Mr. Steinbarger received $102,500 for severance pay. (3) The amounts shown for Mr. Oxley during fiscal 2025 do not include amounts related to his retirement. Subsequent to June 30, 2025, amounts were paid in accordance to Mr. Oxley's Retirement and Transition Agreement. Mr. Steinbarger left the Company in February 2025.
SUMMARY COMPENSATION TABLE
| MASTERCRAFT BOAT HOLDINGS, INC. | 2025 PROXY STATEMENT | 40 |
GRANTS OF PLAN-BASED AWARDS IN 2025
GRANTS OF PLAN-BASED AWARDS IN 2025 The following table provides information concerning grants of plan-based awards during 2025 to our named executive officers.
GRANTS OF PLAN-BASED AWARDS IN 2025
| | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | | | | NAME | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS(2) (#) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(3) ($) | | BRADLEY M. NELSON | | | | | | | | 2025 ANNUAL INCENTIVE BONUS | — | 193,500 | 645,000 | 1,225,500 | — | — | | RSAs | 9/3/2024 | — | — | — | 34,955 | 612,761 | | PSUs | 9/3/2024 | — | — | — | 34,955 | 612,761 | | TIMOTHY M. OXLEY | | | | | | | | 2025 ANNUAL INCENTIVE BONUS | — | 70,668 | 235,560 | 447,564 | — | — | | RSAs | 9/3/2024 | — | — | — | 11,198 | 196,301 | | PSUs | 9/3/2024 | — | — | — | 11,198 | 196,301 | | GEORGE STEINBARGER(4) | | | | | | | | 2025 ANNUAL INCENTIVE BONUS | — | 49,969 | 166,563 | 316,469 | — | — | | RSAs | 9/3/2024 | — | — | — | 5,226 | 91,612 | | PSUs | 9/3/2024 | — | — | — | 5,226 | 91,612 |
GRANTS OF PLAN-BASED AWARDS IN 2025
(1) Reflects the threshold, target and maximum annual cash incentive opportunities under our 2025 short-term incentive plan. At the time of the filing of this proxy statement, the actual results of our short-term incentive plan were finalized, and our named executive officers received the amounts set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. (2) Reflects the number of restricted stock awards with a grant date of 9/3/2024 vesting in equal installments on June 30, 2025, 2026, and 2027. (3) Reflects the aggregate grant date fair value of equity awards, calculated in accordance with FASB ASC Topic 718, excluding the estimated effect of forfeitures. (4) Mr. Steinbarger left the Company in February 2025.
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END The following table sets forth information with respect to outstanding stock awards for each of the named executive officers as of June 30, 2025.
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END
| | OPTION AWARDS | | | | STOCK AWARDS | | | GRANT DATE(1) | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS (#) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SECURITIES THAT HAVE NOT VESTED (#) | MARKET VALUE OF SECURITIES THAT HAVE NOT VESTED ($)(2) | | BRADLEY M. NELSON | | | | | | | | 3/18/2024 | — | — | — | — | 30,331(5) | 563,550 | | 9/3/2024 | — | — | — | — | 23,303(6) | 432,970 | | 9/3/2024 | | | | | 34,955(7) | 649,464 | | TIMOTHY M. OXLEY | | | | | | | | 9/5/2023 | — | — | — | — | 3,031(3) | 56,316 | | 9/5/2023 | — | — | — | — | 9,094(4) | 168,967 | | 9/3/2024 | — | — | — | — | 7,465(6) | 138,700 | | 9/3/2024 | — | — | — | — | 11,198(7) | 208,059 |
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END
(1) Mr. Steinbarger is omitted from the table above as all unvested common stock underlying restricted stock awards and all unvested PSUs were forfeited in connection with his departure from the Company in February 2025, except for 4,664 shares of common stock underlying restricted stock awards that were scheduled to vest March 4, 2025. (2) Based on the closing price of the Company’s common stock on June 30, 2025 of $18.58. (3) The restricted stock vests in three equal annual installments beginning on June 30, 2024. (4) The performance stock units will be earned based upon the Company’s performance, over a three-year period, measured by cumulative adjusted earnings per share, subject to a TSR modifier. The “Performance Period” for the awards is a three-year period commencing July 1, 2023 and ending June 30, 2026. (5) The restricted stock vests in three equal annual installments beginning on March 18, 2025. The restricted stock vests in three equal annual installments beginning on June 30, 2025.
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END
| MASTERCRAFT BOAT HOLDINGS, INC. | 2025 PROXY STATEMENT | 41 |
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END
The performance stock units will be earned based upon the Company’s performance, over a three-year period, measured by cumulative adjusted earnings per share, subject to a TSR modifier. The “Performance Period” for the awards is a three-year period commencing July 1, 2024 and ending June 30, 2027.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL Termination of Employment or Retirement: Except in connection with a change in control and under the Rule of 70 (each as defined below), upon a named executive officer’s termination of employment for any reason, all unvested RSAs and PSUs are automatically forfeited (unless the CHC Committee determines otherwise). In the event that (i) an employee's age plus years of employment with the Company equals at least seventy and (ii) the employee is at least 60 years old (the "Rule of 70"), upon retirement from the Company, the employee will receive his or her pro-rata share of any incentive awards for which he or she is eligible. For example, under the Company's STIP, if an employee retired six months into the current fiscal year then if, at the end of the fiscal year performance metrics had been achieved such that a performance bonus would have been paid to the employee under the STIP, then the employee will receive 50% of the STIP bonus that would have been paid to the employee if here or she had continued his or her employment until the end of the fiscal year. Likewise, for a multi-year award under the Company's LTIP, the employee would receive his/her prorate share of the LTIP award based upon the date of the termination of the employee's employment with the Company in comparison to the term of the award. The CHC Committee believes that the benefits available under the Rule of 70 are customary and reasonable components of our compensation program, and it retains discretion to modify the terms and conditions applicable to the Rule of 70. No named executive officer is entitled to additional severance or other payments upon termination of employment. Termination of Employment with Change in Control: In the event a named executive officer’s employment is terminated in connection with a change in control, any unvested RSAs will immediately become vested (assuming no replacement award is offered) and all PSUs (unless the executive is terminated for cause as determined by the CHC Committee) will be entitled to a payment equal to the target award. Death or Disability: In the event of death or disability, all PSUs will be entitled to a payment of a pro rata portion of the target award, calculated based on a fraction, the numerator of which is the number of days from the grant date until the date of termination of service resulting from death or disability, and the denominator of which is the total number of days from the grant date until the end of the applicable performance period. RSAs do not automatically vest upon death or disability unless the CHC Committee in its sole discretion determines otherwise. The information below describes and quantifies the estimated amount of certain compensation that would become payable to each named executive officer as of June 30, 2025 under the following circumstances: (i) upon termination by the Company; (ii) upon termination in connection with a change in control and (iii) upon death or disability. The estimated value of all unvested equity awards in the above below is based on our closing stock price as of June 30, 2025 of $18.58 per share.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| NAMED EXECUTIVE OFFICER | TERMINATION OF EMPLOYMENT WITHOUT CAUSE OR RETIREMENT(1) | TERMINATION IN CONNECTION WITH A CHANGE-IN-CONTROL(2) | DEATH OR DISABILITY(3) | ACTUAL PAYMENTS(4) | | Bradley M. Nelson | 1,290,000 | 2,935,984 | 216,488 | — | | Timothy M. Oxley | — | 572,041 | 182,049 | — | | George Steinbarger | — | — | — | 180,296 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
(1) No named executive officer is entitled to payment or acceleration of vesting of equity awards in connection with a termination of employment for cause. However, pursuant to Mr. Nelson’s offer letter, upon termination without Cause (as defined in the offer letter) or within one year following a Change in Control (as defined below), Mr. Nelson will be entitled to a one-time payment in the amount equal to Mr. Nelson’s then current base salary plus his target-level annual STIP award. (2) These amounts represent the vesting of all outstanding RSAs and the payment of PSUs equal to the target award. (3) These amounts represent PSUs that vested based on the formula described above under “Death or Disability.” For Mr. Steinbarger, amount reflects a one-time lump sum payment of $102,500 and continued vesting of 4,664 shares of common stock made in connection with his departure from the Company in February 2025.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| MASTERCRAFT BOAT HOLDINGS, INC. | 2025 PROXY STATEMENT | 42 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
As defined by the LTIP, “Change in Control” means and includes each of the following: A transaction or series of transactions (other than an offering of common stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries or a “person” that, prior to such transaction, directly or indirectly beneficially owns voting securities representing more than 50% of the voting power of the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or ▪ During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Section 2.9(a) or 2.9(c)) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or ▪ The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction: o which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, beneficially owning, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and o after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group will be treated for purposes of this section as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction; or ▪ The consummation of a liquidation or dissolution of the Company. The CHC Committee has full and final authority, in its sole discretion, to determine conclusively whether a change in control has occurred pursuant to the above definition, and the date of the occurrence of such change in control and any incidental matters relating thereto.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| MASTERCRAFT BOAT HOLDINGS, INC. | 2025 PROXY STATEMENT | 43 |
CEO PAY RATIO
CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median associate to the annual total compensation of Mr. Nelson, our Chief Executive Officer who was serving as of the date that we identified our median employee, June 30, 2025. We believe that the pay ratio disclosed below is a reasonable estimate and calculated in a manner consistent with the Pay Ratio Rules. The 2025 annual total compensation of the median associate identified by the Company, and as described in further detail below, was $55,078, and the total annual compensation of our CEO was $2,701,502. Based on this information, the ratio of the median annual total compensation of all associates to the annual total compensation of our CEO is 1:49. The methodology we used to identify the median of the annual total compensation of all our associates, as well as to determine the annual total compensation of our “median associate,” is as follows: ▪ To identify the median associate, we started with our associate population as of June 30, 2025, which consisted of approximately 701 individuals. The total number of non-U.S. Associates was four. ▪ We then excluded certain non-U.S. associates as permitted under SEC rules. ▪ We calculated compensation using base pay earnings, overtime earnings, and annual incentives paid to our associates in fiscal 2025. We annualized compensation for any associates who started work in fiscal 2025.
CEO PAY RATIO
| MASTERCRAFT BOAT HOLDINGS, INC. | 2025 PROXY STATEMENT | 45 |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid ("CAP") and certain financial performance of the Company, illustrating pay versus performance, or PvP. CAP does reflect the actual amount of compensation earned or paid to our named executive officers ("NEOs"). For further information concerning the Company's variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company's performance, refer to our "Compensation Discussion and Analysis" section above.
PAY VERSUS PERFORMANCE
| YEAR(1) | SUMMARY COMPENSATION TABLE TOTAL FOR CURRENT PEO ($)(2) | SUMMARY COMPENSATION TABLE TOTAL FOR FORMER PEO ($)(2) | COMPENSATION ACTUALLY PAID TO CURRENT PEO ($)(3) | COMPENSATION ACTUALLY PAID TO FORMER PEO ($)(4) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS ($)(2) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS ($)(5) | VALUE OF INITIAL FIXED $100 INVESTMENT: | | NET INCOME(8) | DILUTED ADJUSTED EARNINGS PER SHARE - CONTINUING OPERATIONS(9) | | | | | | | | | TOTAL SHAREHOLDER RETURN ($)(6) | PEER GROUP TOTAL SHAREHOLDER RETURN ($)(7) | | | | 2025 | 2,701,502 | — | 2,744,578 | — | 700,225 | 579,206 | 98 | 151 | 7,043 | 0.92 | | 2024 | 1,286,797 | 2,379,662 | 1,145,759 | 527,528 | 678,083 | 338,694 | 99 | 142 | 7,800 | 1.69 | | 2023 | — | 2,739,387 | — | 3,294,156 | 625,082 | 699,517 | 161 | 131 | 68,937 | 5.54 | | 2022 | — | 2,491,868 | — | 1,733,828 | 642,236 | 425,477 | 110 | 118 | 58,214 | 5.33 | | 2021 | — | 3,208,666 | — | 4,806,992 | 758,056 | 969,949 | 138 | 160 | 56,170 | 3.61 |
PAY VERSUS PERFORMANCE
(1) Bradley M. Nelson served as the Company's principal executive officer ("PEO") for the entirety of 2025 and during 2024 beginning on March 18, 2024. Frederick A. Brightbill served as the Company’s PEO through March 17, 2024 and for the entirety of 2023, 2022, and 2021. The Company's other NEOs for the applicable years were as follows: a. 2025: Timothy M. Oxley and George Steinbarger b. 2024: Timothy M. Oxley, George Steinbarger, and Stephan Cloutier c. 2023: Timothy M. Oxley, George Steinbarger, Patrick May, and Stephan Cloutier d. 2021-2022: Timothy M. Oxley, George Steinbarger, Patrick May, and Scott Womack (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Nelson, (ii) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Brightbill and (iii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s NEOs other than the PEO for such years. (3) Amounts reported in this column represent the CAP for Mr. Nelson as the Company's PEO in the indicated fiscal years, as computed in accordance with Item 402(v) of Regulation S-K, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown below. The Company does not have a defined benefit pension plan or pay dividends, so no pension or dividend adjustments were made.
PAY VERSUS PERFORMANCE
| CURRENT PEO ADJUSTMENTS | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Summary Compensation Table - Total Compensation | 2,701,502 | 1,286,797 | — | — | — | | - Grant Date Fair Value of Stock Awards Grants in Fiscal Year | (1,225,522) | (1,000,002) | — | — | — | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 1,298,928 | 858,964 | — | — | — | | + / - Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | (30,330) | — | — | — | — | | + Fair Value of Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year | — | — | — | — | — | | + / - Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | — | — | — | — | — | | = Compensation Actually Paid | 2,744,578 | 1,145,759 | — | — | — |
PAY VERSUS PERFORMANCE
Amounts reported in this column represent the CAP for Mr. Brightbill as the Company’s PEO in the indicated fiscal years, as computed in accordance with Item 402(v) of Regulation S-K, based on his total compensation reported in the Summary
PAY VERSUS PERFORMANCE
| MASTERCRAFT BOAT HOLDINGS, INC. | 2025 PROXY STATEMENT | 46 |
PAY VERSUS PERFORMANCE
Compensation Table for the indicated fiscal years and adjusted as show below. The Company does not have a defined benefit pension plan or pay dividends, so no pension or dividend adjustments were made.
PAY VERSUS PERFORMANCE
| FORMER PEO ADJUSTMENTS | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Summary Compensation Table - Total Compensation | — | 2,379,662 | 2,739,387 | 2,491,868 | 3,208,666 | | - Grant Date Fair Value of Stock Awards Grants in Fiscal Year | — | (1,450,023) | (1,450,021) | (1,050,037) | (1,373,637) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | — | 433,315 | 981,352 | 733,810 | 2,030,848 | | + / - Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | — | (593,859) | 86,161 | (395,221) | 888,619 | | + Fair Value of Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year | — | 216,648 | 314,530 | 141,477 | — | | + / - Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | — | (458,215) | 622,747 | (188,069) | 52,496 | | = Compensation Actually Paid | — | 527,528 | 3,294,156 | 1,733,828 | 4,806,992 |
PAY VERSUS PERFORMANCE
Amounts reported in this column represent the CAP for the Company's non-PEO NEOs in the indicated fiscal year, as computed in accordance with Item 402(v) of Regulation S-K, based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below, using the same methodology described above in Note 3. The Company does not have a defined benefit pension plan or pay dividends, so no pension or dividend adjustments were made.
PAY VERSUS PERFORMANCE
| NON-PEO NEOs AVERAGE ADJUSTMENTS | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Summary Compensation Table - Total Compensation | 700,225 | 678,083 | 625,082 | 642,236 | 758,056 | | - Grant Date Fair Value of Stock Awards Grants in Fiscal Year | (196,301) | (333,938) | (212,833) | (185,470) | (260,787) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 173,379 | 144,023 | 144,042 | 100,003 | 334,674 | | + / - Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | (1,302) | (74,170) | 11,265 | (52,720) | 138,565 | | + Fair Value of Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year | 34,680 | 27,980 | 46,167 | 19,255 | — | | + / - Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (5,130) | (58,607) | 85,794 | (35,663) | (559) | | - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | (126,345) | (44,677) | — | (62,164) | — | | = Compensation Actually Paid | 579,206 | 338,694 | 699,517 | 425,477 | 969,949 |
PAY VERSUS PERFORMANCE
(6) Total shareholder return ("TSR") is cumulative for the measurement period beginning on June 30, 2020, calculated in accordance with Item 201(e) of Regulation S-K. (7) The TSR Peer Group consists of the Russell 2000 Index, which is used by the Company for purposes of compliance with Item 201(e) of Regulation S-K. (8) Reflects Net Income as shown in the Company's Annual Report on Form 10-K for the indicated fiscal years. For fiscal 2025, the CHC Committee determined that Diluted Adjusted Earnings Per Share (EPS) continues to be viewed as a core driver of the Company's performance and shareholder value creation. Diluted Adjusted EPS is a non-GAAP financial measure. Please see Appendix A for a reconciliation of non-GAAP financial measures.
PAY VERSUS PERFORMANCE
| MASTERCRAFT BOAT HOLDINGS, INC. | 2025 PROXY STATEMENT | 47 |