DEF 14A of Malibu Boats, Inc., Sep 15, 2023

DEF 14A of Malibu Boats, Inc.

Filed Sep 15, 2023 · FY20230001590976-23-000080

Open on EDGAR

  1. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

    BOARD OF DIRECTORS AND EXECUTIVE OFFICERS DIRECTORS OF MALIBU BOATS, INC. The Board is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Our directors are currently divided among the three classes as follows:

  2. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

    | Class I | Class II | Class III | | The Class I directors are Messrs. Chhina, Connolly and Lanigan, and their terms will expire at the Annual Meeting; | The Class II directors are Mr. Buch, Ms. Lewis and Mr. Murphy, and their terms will expire at the annual meeting of stockholders to be held in 2024; and | The Class III directors are Ms. Taylor and Messrs. Hooks, Springer, and Stokely, and their terms will expire at the annual meeting of stockholders to be held in 2025. |

  3. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

    The following sets forth certain information about our directors as of September 8, 2023:

  4. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

    | Name | Age | Principal Position | | Jack D. Springer | 62 | Chief Executive Officer and Director | | Michael K. Hooks | 61 | Chairman of the Board and Director | | James R. Buch | 69 | Director | | Ivar S. Chhina | 60 | Director | | Michael J. Connolly | 57 | Director | | Mark W. Lanigan | 63 | Director | | Joan M. Lewis | 57 | Director | | Peter E. Murphy | 60 | Director | | John E. Stokely | 70 | Director | | Nancy M. Taylor | 63 | Director |

  5. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

    | Malibu Boats, Inc. | 19 | 2023 Proxy Statement |

  6. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

    | Jack D. Springer Chief Executive Officer and Director | | Mr. Springer was our interim Chief Executive Officer beginning in May 2009 and became our Chief Executive Officer in February 2010. He has been a member of the Board since our IPO in February 2014. Mr. Springer was a director of the LLC from May 2009 until our recapitalization in connection with the IPO in February 2014. From June 2003 to February 2010, Mr. Springer was a partner and managing director with Qorval, LLC, a private consultancy that provides strategic leadership and executive management across various industries. As a result of his role with Qorval, Mr. Springer has served as Chief Executive Officer at Diamondback Tactical LLP, a manufacturer of tactical armor systems for federal, state and local law enforcement agencies and defense contractors, as Chief Restructuring Officer of American Plastics, Inc., a thermoform plastics manufacturer for the restaurant and hospitality industry and as interim Chief Executive Officer of Allen White Inc., a furniture manufacturer and wholesaler. While at Qorval, Mr. Springer was also Chief Integration Officer at Nautic Global Group from 2004 to 2007, during which time he was responsible for the integration of two boat manufacturers. Mr. Springer received a B.A. in Accountancy from the University of Texas of the Permian Basin. Based on his perspective and experience as our Chief Executive Officer, as well as his depth of experience in the boat manufacturing industry and as a chief executive, we believe that Mr. Springer is qualified to serve on the Board. |

  7. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

    | Michael K. Hooks Chairman of the Board and Director | | Mr. Hooks has been a member of the Board since our IPO in February 2014. Mr. Hooks was a director of the LLC from May 2009 until our recapitalization in connection with the IPO in February 2014. He is a co-founder and has been managing partner of Westhook Capital LLC since 2017, and he is a co-founder and has been a managing director of Black Canyon Capital LLC since 2004. Previously, Mr. Hooks was a co-head of the Los Angeles office of Credit Suisse First Boston and a managing director in the Los Angeles office of Donaldson, Lufkin & Jenrette. He previously served on the boards of directors of JDC Healthcare Management, Saunders & Associates, TASI Holdings, Virgin America, Logan’s Roadhouse and Switchcraft, as well as the Supervisory Board of Pfeiffer Vacuum Technology, at the time a public company listed on the New York Stock Exchange. Mr. Hooks received a degree in Economics from Princeton University and an M.B.A. with distinction from the Wharton School of Business. Based on his extensive experience as an investment banker advising companies on their financing and strategic alternatives, his experience as a private equity manager working with companies and their management teams to grow and improve their businesses, and his deep knowledge of the Company given his initial tenure as a board member of the LLC, we believe Mr. Hooks is qualified to serve on the Board. |

  8. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

    | Malibu Boats, Inc. | 20 | 2023 Proxy Statement |

  9. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

    | James R. Buch Director | | Mr. Buch became a member of the Board in 2014 in connection with the IPO. Now retired, he held the position of chief executive officer of UMA Enterprises, Inc., which is a private company and one of the largest distributors of home décor products in North America, from May 2017 through September 2019. From 2012 to 2016, he served as president and chief executive officer of Lynx Grills, a manufacturer of grills and outdoor kitchen products for residential consumers. In 2011 and 2012, Mr. Buch was interim president and chief executive officer of Sunbrite TV, a manufacturer of high-definition televisions, and he was a consultant and operating advisor to various private equity and investment firms from 2008 to 2010, assisting businesses on multiple fronts, including growth strategies, restructuring and business model assessment. Mr. Buch has also served and continues to serve on board and advisory councils for a number of private and nonprofit organizations. He received a bachelor’s degree and an M.B.A. from California State University-Fullerton. Based on his extensive leadership and advisory experience with manufacturers of consumer products, we believe Mr. Buch is qualified to serve on the Board. |

  10. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

    | Ivar S. Chhina Director | | Mr. Chhina became a member of the Board in 2014 in connection with the IPO. Now retired, from 2009 to 2011, he served as the chief financial officer and executive vice president for Recreational Equipment, Inc. (REI), a national retailer of outdoor recreational equipment and apparel, and previously served on REI’s board from 2006 to 2009, where he was chair of its audit and finance committee as well as board vice chair. From 2001 to 2007, Mr. Chhina was chairman and chief executive officer, and previously chief operating officer and chief restructuring officer of Interdent, Inc., a health care management services company. From 1991 to 2001, Mr. Chhina held senior executive, finance and operational roles with several portfolio companies of Mehta & Company, a private equity firm for which he was an operating partner and is currently a venture partner. Mr. Chhina also currently serves on the boards of directors of Sage Dental Management LLC (audit committee chair), Walker Edison Holdco LLC (independent director, audit committee chair) and Lone Peak Holdings LLC (audit committee chair), and as a board observer for Evology LLC (dba Aptive Environmental), all of which are private companies; and as an independent board director and audit committee chair for Agribank, FCB, a wholesale bank for the U.S. Farm Credit System. Previously, he held executive positions and/or board directorships with several companies, including as interim chief executive officer, and later as a director/advisor to the managing member of JDC Management LLC, on the board of directors of PPV Holding Company LLC, Troy Lee Designs Inc., Stat Health Holding LLC, DDP DMO Superholdings LLC, and Dimensional Dental Management LLC. He has also served on and chaired boards and committees of charitable and educational entities, including as a board director and member of the audit and finance committee of the Pacific Science Center, as a director and chair of the finance committee of the Washington chapter of The Nature Conservancy, and as a director, board chair and finance chair of Fort Mason Center. Mr. Chhina received an M.A. in international policy studies from the Middlebury College Monterey Institute and a dual B.A. in economics and political science from the University of Nevada Reno. We believe Mr. Chhina is qualified to serve on the Board based on his financial expertise, knowledge of the recreational products industry and extensive experience advising, operating and directing businesses across multiple industries. |

  11. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

    | Malibu Boats, Inc. | 21 | 2023 Proxy Statement |

  12. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

    | Michael J. Connolly Director | | Mr. Connolly became a member of the Board in 2014 in connection with the IPO. He has been the chief executive officer of Fourth Street Capital, Inc., which manages a portfolio of retail, flex-industrial, warehouse and multifamily real estate holdings, since October 2021. He has been a founding partner of Breakaway Capital Management, LLC, a private investment fund manager which provided debt and structured equity capital to lower middle market companies, since 2015. In addition, Mr. Connolly is chief executive officer and sole director of Motorini, Inc., which operates a motorcycle dealership and service provider. From 2007 to 2013, he was a partner with Leonard Green & Partners, LP., a private equity firm. Previously, Mr. Connolly was an investment banker at UBS Securities, LLC, where he served as managing director and co-head of UBS’s Los Angeles investment banking office, and a senior vice president at Donaldson, Lufkin & Jenrette. From 2010 through May 2017, he was on the board of Cascade Bancorp (Nasdaq: CACB), where he was the chairman of the board loan committee and member of the compensation and audit committees. From 2011 through 2016, he was on the board of FP Holdings, LP, a private company and the parent company of the Palms Casino Resort. He is a member of the emeritus board of the Los Angeles Regional Food Bank. He received a bachelor’s degree from the University of California-Berkeley. Based on his extensive experience as an investment banker advising companies on their strategic alternatives and his experience as a private equity manager working with companies and their management teams to grow and improve their businesses, we believe Mr. Connolly is qualified to serve on the Board. |

  13. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

    | Mark W. Lanigan Director | | Mr. Lanigan has been a member of the Board since our IPO in February 2014. Mr. Lanigan was a director of the LLC from May 2009 until our recapitalization in connection with the IPO in February 2014. He was a co-founder and has been a managing director of Black Canyon Capital LLC since 2004. Mr. Lanigan has also been a consultant with Tailwind Capital, a private equity firm, since 2015. Mr. Lanigan was formerly a co-head of the Los Angeles office and a member of the Investment Banking Executive Board of Credit Suisse First Boston and head of the Los Angeles office of Donaldson, Lufkin & Jenrette. He also serves on the boards of directors of LRW Holdings, LLC and Lone Peak Holdings, LLC, which are both private companies, and he previously served on the boards of directors of Benevis Holdings, LLC, JDC Healthcare Management, Virgin America, Archway Marketing Services, TASI Holdings, Inc. and Saunders & Associates. Mr. Lanigan graduated summa cum laude, Phi Beta Kappa with a degree in Economics from Colgate University and received a J.D. degree from Harvard Law School and an M.B.A. from Harvard Business School. We believe Mr. Lanigan is qualified to serve on the Board based on his extensive experience as an investment banker advising companies on their financing and strategic alternatives, his experience as a private equity manager working with companies and their management teams to grow and improve their businesses, and his deep knowledge of the Company given his initial tenure as a board member of the LLC. |

  14. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

    | Malibu Boats, Inc. | 22 | 2023 Proxy Statement |

  15. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

    | Joan M. Lewis Director | | Ms. Lewis became a member of the Board in July 2019. Ms. Lewis has served on the boards of several private and public companies and is an independent consultant to product/service companies and fast-growing technology start-ups. Previously, she was Global Officer and Senior Vice President, Consumer & Market Knowledge of The Procter & Gamble Company, a consumer-packaged goods company, from 2008 through December 2014. Prior to that, she held a number of other leadership positions with Procter & Gamble Consumer & Market Knowledge, including Vice President, Global Operations and Director, North America. Ms. Lewis previously served as Board Chair of comScore, Inc. in 2016 and as a member of the Audit Committee and Chair of the Technology and Innovation Committee of comScore, Inc. from 2015 to 2016. Ms. Lewis has also previously served on the Singapore Industry Advisory Board for Consumer Insights, the Advertising Research Foundation Board of Directors, and the Business Advisory Council for the Farmer School of Business at Miami University. She holds a B.S. from Miami University. We believe Ms. Lewis is qualified to serve on the Board based on her experience working as a consultant to product/service companies, her background in consumer and market knowledge, her history as an executive at a global company and her prior service as a director of a public company. |

  16. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

    | Peter E. Murphy Director | | Mr. Murphy became a member of the Board in February 2014 in connection with the IPO. He is the founder and chief executive officer of Wentworth Capital Management, a private investment and venture capital firm focused on media, technology and branded consumer businesses. From 2009 to 2011, he served as president of strategy & development of Caesars Entertainment, where he was responsible for corporate strategy and growth, mergers and acquisitions, corporate development and real estate development around the world. From 2007 to 2008, Mr. Murphy served as an operating partner at Apollo Global Management and, prior to that, he spent 18 years in senior executive roles with The Walt Disney Company, including chief strategic officer of Disney and chief financial officer of ABC, Inc. Until 2019, Mr. Murphy served as a board member and chairman of the audit committee of Tribune Media (NYSE: TRCO), and was a board advisor to DECA TV. He has previously served as chairman of the board of Revel Entertainment and on the boards of The Stars Group, Inc., Dial Global and Fisher Communications. Mr. Murphy received an M.B.A. from the Wharton School of Business and a bachelor’s degree, magna cum laude and Phi Beta Kappa, from Dartmouth College. We believe Mr. Murphy is qualified to serve on the Board because of his long history as an executive and director of national and international companies and experience facilitating international growth and strategy. |

  17. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

    | Malibu Boats, Inc. | 23 | 2023 Proxy Statement |

  18. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

    | John E. Stokely Director | | Mr. Stokely became a member of the Board in February 2014 in connection with the IPO. He has been the lead independent director of Pool Corporation (Nasdaq: POOL) since 2000 and has been its chairman of the board since May 2017. In addition, Mr. Stokely was president, chief executive officer and chair of the board of Richfood Holdings, Inc., a food retailer and wholesale grocery distributor, and he served as president of JES, Inc., an investment and consulting firm. Previously, he also served on the boards and committees of a number of other publicly traded companies, including ACI Worldwide, Inc., AMF Bowling, Imperial Sugar Company (which was previously a publicly traded company), O’Charley’s Inc., Performance Food Group and Nash-Finch Company. Mr. Stokely received a bachelor’s degree from the University of Tennessee. We believe Mr. Stokely is qualified to serve on the Board because of his extensive experience as a director of publicly-traded companies engaged in a variety of industries, strategic insights, distribution experience and senior leadership experience. |

  19. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

    | Nancy M. Taylor Director | | Ms. Taylor became a member of our Board of Directors in April 2023. She previously served as the President and Chief Executive Officer of Tredegar Corporation, a global manufacturing company, from 2010 until 2015 and was a member of Tredegar’s board of directors from early 2010 until June 2015. During her 24-year career with Tredegar, Ms. Taylor held a variety of leadership positions, including President of Tredegar Film Products, Senior Vice President, Strategy, and General Counsel. Ms. Taylor is currently a director of the following public companies: LL Flooring Holdings, Inc. (NYSE: LL), where she has served as chair of the board since November 2015, and TopBuild Corp. (Nasdaq: BLD), where she has served as chair of the governance committee since May 2019. Ms. Taylor is also a member of the nominating and corporate governance committee and the compliance and regulatory affairs committee of LL Flooring Holdings, Inc. and a member of the audit committee and compensation committee of TopBuild Corp. Ms. Taylor was a member of the board of directors of Verso Corporation from November 2019 through March 2022, where she served as chair of the audit committee and as a member of the compensation committee and the corporate governance and nominating committee. Ms. Taylor also serves on the board of the Boys & Girls Club of Metro Richmond (Virginia). Ms. Taylor holds a bachelor’s degree in Political Science from the College of the Holy Cross and a J.D. degree from The Catholic University of America, Columbus School of Law. We believe Ms. Taylor is qualified to serve on the Board based on her many years of experience in senior management in both operational and commercial leadership roles, including serving as chief executive officer of a publicly-traded global manufacturer, her strong knowledge of corporate governance and her experience as a director of various public companies. |

  20. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

    | Malibu Boats, Inc. | 24 | 2023 Proxy Statement |

  21. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

    BOARD DIVERSITY MATRIX (As of September 8, 2023) The Board Diversity Matrix, below, provides the diversity statistics for the Board.

  22. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

    | Total Number of Directors | | 10 | | | Part I: Gender Identity | Female | Male | Did Not Disclose Gender | | Directors | 2 | 7 | 1 | | Part II: Demographic Background | | | | | Asian | — | 1 | — | | White | 2 | 7 | — | | Two or More Races or Ethnicities | — | 1 | — | | Did Not Disclose Demographic Background | | 2 | |

  23. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

    | Malibu Boats, Inc. | 25 | 2023 Proxy Statement |

  24. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

    EXECUTIVE OFFICERS OF MALIBU BOATS, INC. The following sets forth certain information about our executive officers as of September 8, 2023:

  25. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

    | Name | Age | Principal Position | | Jack D. Springer | 62 | Chief Executive Officer and Director | | Ritchie L. Anderson | 58 | Chief Operating Officer | | David S. Black | 40 | Interim Chief Financial Officer and Corporate Controller |

  26. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

    Please see “—Directors of Malibu Boats, Inc.” above for the biographical information for Jack D. Springer. The biographical information for our other executive officers is set forth below.

  27. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

    | Ritchie L. Anderson Chief Operating Officer | | Mr. Anderson has served as our Chief Operating Officer since September 2013 and joined the Company in July 2011 as our Vice President of Operations. Prior to joining Malibu Boats, Mr. Anderson was Vice President of Operations at MasterCraft Boat Company, where he spent 28 years in production management. While at MasterCraft, he held various roles in operations that included management responsibility for manufacturing, supply chain, quality, customer service, environmental and safety. Mr. Anderson has over 30 years of experience in the boat manufacturing industry. |

  28. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

    | David S. Black Interim Chief Financial Officer | | Mr. Black has served as our interim Chief Financial Officer since April 2023, and has served as our Corporate Controller since November 2020. From 2017 to November 2020, he was our Director of Internal Audit. Mr. Black has over sixteen years of experience in accounting and finance across both public and private companies. He received a B.A. in Finance from Fairmont State University and is a Certified Public Accountant (CPA) and Certified Internal Auditor (CIA). |

  29. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

    There are no family relationships between or among any of our executive officers or directors. Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC reports of ownership and reports of changes in ownership of our equity securities. To our knowledge, based solely on our review of reports filed electronically with the SEC during the fiscal year ended June 30, 2023, including any amendments thereto, and written responses to annual directors’ and officers’ questionnaires that no other reports were required, all Section 16(a) reports required to be filed during the fiscal year ended June 30, 2023 were timely filed.

  30. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

    | Malibu Boats, Inc. | 26 | 2023 Proxy Statement |

  31. Identifying and Evaluating Director Nominee Candidates

    Identifying and Evaluating Director Nominee Candidates A class of directors is elected each year by the stockholders of Malibu Boats, Inc. at the annual meeting of the stockholders. The Nominating and Governance Committee will review the qualifications of prospective candidates to determine whether they will make good candidates for membership on the Board. As set forth in the Corporate Governance Principles, in considering candidates for membership on the Board, the Nominating and Governance Committee will consider the prospective candidate’s character, judgment, experience, expertise, age, diversity, independence under applicable law and freedom from other conflicts, as well as other factors that the Nominating and Governance Committee may deem relevant in light of the needs of the Board and the Company and that are in the best interests of the Company. Such factors include relevant experience, the ability to dedicate sufficient time, energy and attention to performance of Board duties, financial expertise, experience with a company in the powerboat or recreational products industry and whether the prospective candidate is a director-selected prospective candidate or a stockholder-recommended prospective candidate. In addition, the Nominating and Governance Committee will consider the diversity of a prospective candidate while identifying nominees for director. The Nominating and Governance Committee is also committed to identifying candidates with gender, ethnic and geographic diversity. The Nominating and Governance Committee seeks to elect directors that will collectively represent a diversity of backgrounds and experiences.

  32. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth certain information concerning the compensation of the members of the Board who are not also our employees (“Non-Employee Directors”) for the fiscal year ended June 30, 2023. The compensation paid to Mr. Springer, who is also one of our employees, is presented in the Summary Compensation Table and the related tables included below. Mr. Springer is not entitled to receive additional compensation for his service as a director.

  33. DIRECTOR COMPENSATION

    | Name (a) | Fees Earned or Paid in Cash ($) (b)(1) | Stock Awards ($) (c)(2)(3) | Total ($) (h) | | Michael K. Hooks | 107,000(4) | 109,986 | 216,986 | | James R. Buch | 72,000 | 109,986 | 181,986 | | Ivar S. Chhina | 87,000 | 109,986 | 196,986 | | Michael J. Connolly | 80,000(4) | 109,986 | 189,986 | | Mark W. Lanigan | 82,000(4) | 109,986 | 191,986 | | Joan M Lewis | 72,000 | 109,986 | 181,986 | | Peter E. Murphy | 72,000 | 109,986 | 181,986 | | John E. Stokely | 72,000 | 109,986 | 181,986 | | Nancy M. Taylor | 12,625 | 64,167 | 76,792 |

  34. DIRECTOR COMPENSATION

    (1)Amounts reported reflect the cash retainers paid to each Non-Employee Director for fiscal year 2023, except as noted in footnote (4). (2)Amounts reported represent the aggregate grant date fair value of the annual equity awards granted to the Non-Employee Directors on November 3, 2022, except for Ms. Taylor whose amount represents the aggregate grant date fair value of the equity award granted to her on April 28, 2023 in connection with her appointment to the Board of Directors. The aggregate grant date fair value of these awards was computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 and excludes the effects of estimated forfeitures. The reported award values have been determined using the $52.25 closing price of a share of our Class A common stock on grant date, except for Ms. Taylor, whose award values were determined using the $56.75 closing price on the grant date of her award. (3)As of June 30, 2023, no Non-Employee Director held any unvested stock units or unvested shares of Class A common stock. (4)Messrs. Hooks and Lanigan each elected to receive all of their annual retainers and any additional retainers in the form of stock units instead of cash. Accordingly, Messrs. Hooks and Lanigan received 1,988 and 1,523 fully vested stock units, respectively, for service rendered during fiscal 2023. Mr. Connolly elected to receive 50% of his annual retainer in the form of stock units instead of cash. Accordingly, Mr. Connolly received 798 fully vested stock units for service rendered during fiscal 2023. Stock units are contractual rights to receive shares of Class A common stock in the future, but are not actual shares of Class A common stock. However, the retainers that each of these Non- Employee Directors elected to receive in units or shares are reported as though they had been paid in cash and not converted to units or shares We have a Directors’ Compensation Policy that applies to the Non-Employee Directors. Under our Directors’ Compensation Policy, each Non-Employee Director is entitled to receive an annual retainer of $65,000, payable in four equal quarterly installments. Any Non-Employee Director serving as the Chairperson of the Board is entitled to receive an additional $40,000 annual retainer, payable in four equal quarterly installments. Any Non-Employee Director serving as chair of our Compensation Committee, Audit Committee or Nominating and Governance Committee is entitled to receive an additional annual retainer of $15,000, $20,000 and $10,000, respectively. The annual retainer and any additional retainers are each pro-rated for partial years of service. The Non-Employee Directors have the right to elect to receive their annual retainers and any additional annual retainers in the form of stock units or shares of Class A common stock in lieu of cash, which shares or units would be issued as of the last day of the quarter in which the

  35. DIRECTOR COMPENSATION

    | Malibu Boats, Inc. | 36 | 2023 Proxy Statement |

  36. DIRECTOR COMPENSATION

    | Director Compensation |

  37. DIRECTOR COMPENSATION

    retainers relate and the shares or units would be valued as of the award date. Each Non-Employee Director serving as a non-chair member of the Compensation Committee or Audit Committee is entitled to receive a $5,000 annual retainer, while any non-chair members of the Nominating and Governance Committee is entitled to receive a $2,000 annual retainer. On the date of each annual meeting, each Non-Employee Director then in office will be entitled to receive a fully vested annual equity award consisting of either stock units or shares of Class A common stock. The annual equity award will be valued at $110,000, and will be converted into shares or units based on the price of a share of Class A common stock on the grant date. Any Non-Employee Director who joins the Board after the date of an annual meeting will be entitled to a pro-rata annual equity award upon joining the Board. For any Non-Employee Director who elects to receive stock units, the stock units will not be payable in shares of Class A common stock until the first to occur of (1) a change in control for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), (2) the Non-Employee Director’s separation from service from the Board, and (3) an in-service distribution date elected by the Non-Employee Director. For any payment event, Non-Employee Directors may elect to receive payment of their stock units in a lump-sum or in installments over a period of 5 years or 10 years. All stock units are entitled to receive dividend equivalent payments, which are reinvested into additional stock units. Each of our Non-Employee Directors is provided the opportunity to use one of our performance sports boats during his or her term of service as a director. We believe permitting our Non-Employee Directors to use one of our sports boats encourages the directors to familiarize themselves with our products and to better understand the consumer experience. Directors are provided with use of the boat at no charge, but are responsible for paying all insurance, maintenance, gas and other fees, costs and charges (other than registration or use fees and taxes) related to their operation of the boat. At the end of each director’s term of service, the director has the option of either returning the boat to us or purchasing the boat at a purchase price equal to 75% of the dealer invoice price. Each of our Non-Employee Directors is reimbursed for out-of-pocket expenses for attendance at Board and committee meetings.

  38. DIRECTOR COMPENSATION

    | Malibu Boats, Inc. | 37 | 2023 Proxy Statement |

  39. COMPENSATION DISCUSSION AND ANALYSIS

    Because Mr. Wilson’s employment with the Company terminated on May 12, 2023, this Compensation Discussion and Analysis focuses primarily on the compensation decisions for our currently employed Named Executive Officers. We believe fiscal 2023 was a strong financial year for Malibu Boats. We achieved record high results for many of the key financial metrics that we use to measure our business. We were able to close out another solid fiscal year of growth despite a challenging macro economic environment and continued supply chain headwinds that persisted for most of fiscal 2023. We believe our financial performance results are attributable to our vertical integration strategy and operational prowess to match wholesale and retail demand and provide what we believe are the highest quality boats on the market. As described in more detail in this Compensation Discussion and Analysis, our financial performance results for 2023 were negatively impacted by a one-time litigation settlement expense of $100.0 million, which we expect to be deductible for federal and state income tax purposes. This settlement resolved two related product liability cases concerning an accident that occurred in 2014 involving a 2000 model year boat that was manufactured by Malibu Boats West, Inc. (“West”). West is not, and has never been, a subsidiary of the Company but was a separate legal entity whose assets were purchased by a subsidiary of the Company in 2006. The settlement resolved both cases, including one case in which the jury had previously awarded the plaintiff $140.0 million. Considering post-judgment interest and the potential for substantial legal fees, the Company’s potential exposure in that case was greater than $200.0 million. The second case had an unquantified liability. The Company has filed a complaint against, and is seeking to recover damages from, the Company’s insurers related to their handling of these cases. The Company believes that the insurers unreasonably failed to comply with their obligations by refusing, negligently and in bad faith, to settle covered claims within their available policy limits prior to trial. Any potential future recovery from the Company’s insurers would reduce its economic burden from the litigation settlement; however, we cannot predict the outcome of such litigation. The Compensation Committee adjusted the formulaically prescribed short-term incentive targets due to the facts and circumstances underlying the litigations and resulting settlement expense, including the Company’s strong belief that the insurers, negligently and in bad faith, had failed to comply with their obligations by refusing to settle the litigation matters within the Company’s available policy limits prior to trial and the fact that the 2000 model year boat was not manufactured by the Company. However, even though excluding the expense of the litigation settlement would have resulted in above target incentive payments for Messrs. Springer and Anderson, the Compensation Committee determined that it was appropriate to partially reflect the impact of the litigation settlement on the Company’s fiscal 2023 financial performance for purposes of determining the amount of fiscal year 2023 short-term incentive compensation to be awarded to Mr. Springer and Mr. Anderson. Each executive accordingly received a below-target bonus payment for fiscal 2023.

  40. Primary objective of fiscal 2023 compensation decisions: Incentivize Named Executive Officers to create long-term stockholder value

    Primary objective of fiscal 2023 compensation decisions: Incentivize Named Executive Officers to create long-term stockholder value During our 2020 fiscal year, we made several important design changes to our executive compensation program to enhance the performance-based nature of the program. Our redesigned executive compensation program was introduced for our 2020 fiscal year and continued in substantially the same form for our 2021, 2022 and 2023 fiscal years. Stockholders first had the chance to express their views on our redesigned executive compensation program at our calendar 2020 annual meeting, and at that meeting and each annual meeting since 2020, over 99% of the votes cast on our say-on-pay proposal were in support of our say-on-pay proposal. The Compensation Committee believes that stockholders broadly support our redesigned executive compensation program, which includes the following key design features: •Continued 60% Weighting for Performance-Based Equity Awards. In November 2022, the Compensation Committee granted each of our Named Executive Officers (other than Mr. Black, who was not an executive officer at the time) a long-term equity award that, based on the number of shares granted, consisted of 60% performance-based restricted shares and 40% time-based restricted shares.

  41. Primary objective of fiscal 2023 compensation decisions: Incentivize Named Executive Officers to create long-term stockholder value

    | Malibu Boats, Inc. | 39 | 2023 Proxy Statement |

  42. Primary objective of fiscal 2023 compensation decisions: Incentivize Named Executive Officers to create long-term stockholder value

    •Continued 3-Year Relative TSR Awards. 50% of the target number of performance-based restricted shares granted to each of our Named Executive Officers (other than Mr. Black) in November 2022 consisted of relative TSR awards with vesting tied to our three-year actual total stockholder return as measured against the total stockholder return of the Russell 2000 Index over the same three-year period. •Continued 3-Year Performance Period for Performance-Based Awards. All of our performance-based equity awards granted to our Named Executive Officers in November 2022 have full three-year performance periods. •Continued Using Net Income and Adjusted EBITDA Goals for Annual Incentive Plan. 50% of each executive’s fiscal 2023 bonus opportunity is payable based on the achievement of net income GAAP performance targets and the remaining 50% of each executive’s bonus opportunity is payable based on the achievement of Adjusted EBITDA performance targets. During fiscal 2022, the Board adopted a new clawback policy that permits us to clawback or recover cash and equity incentive compensation in the event of a material restatement of our financial statements or if a covered executive commits fraud during the course of employment that causes financial or reputational harm to us. This clawback policy will be amended to comply with the new SEC and Nasdaq rules, and we intend to retain the flexibility to clawback compensation in the event a covered executive commits fraud, even though this clawback right is broader than required by the new rules. All of the currently employed Named Executive Officers are subject to the clawback policy, which is described in more detail below.

  43. New Clawback Policy adopted that covers all Named Executive Officers

    The elements of our executive compensation program were each approved by the Compensation Committee. None of the Named Executive Officers is a member of the Compensation Committee or, except for recommendations made by Mr. Springer with respect to the compensation of the other Named Executive Officers, had any role in determining the compensation of the Named Executive Officers. ROLE OF THE COMPENSATION CONSULTANT Since 2018, the Compensation Committee has engaged Exequity as its independent compensation consultant. Exequity helped the Compensation Committee construct the Company’s peer group of companies that is described below. In July 2022 and August 2023, Exequity performed an independent review of our executive compensation program to provide a competitive reference on pay levels for certain of our Named Executive Officers. As part of its review, Exequity analyzed the salaries, target bonus opportunities, target total cash compensation opportunities, equity award opportunities and targeted total direct compensation paid by the defined peer group of companies described below to their similarly situated executives. The Compensation Committee reviewed the report prepared by Exequity in July 2022 and used this report as a reference point when determining the amount of each Named Executive Officer’s base salary, target annual bonus opportunity and long-term incentive award for fiscal 2023 (although Mr. Black’s compensation was not reviewed by the Compensation Committee in July 2022 because he was not an executive officer at that time). The Compensation Committee is directly responsible for the appointment, compensation and oversight of Exequity’s work and pursuant to SEC rules does not believe Exequity’s work has raised any conflict of interest. Exequity reports only to the Compensation Committee, and does not perform services for us, except for executive and director compensation-related services on behalf of, and as instructed by, the Compensation Committee. PEER COMPANIES With assistance from Exequity, we have used the following objective peer group selection methodology to determine our peer group companies: •We initially screened U.S. publicly traded companies with a Global Industry Classification Standard (GICS) sector classification of leisure products; •Due to the limited number of GICS leisure products companies, we expanded the GICS screen to include adjacent industry sectors such as apparel, accessories and luxury goods, auto parts and equipment, automobile manufacturers, construction machinery and heavy trucks, consumer electronics, homebuilding, home furnishings, housewares and specialties, industrial machinery, automotive retail and specialty stores; •We applied an objective financial screen focusing on GICS-screened companies with total trailing 12-month revenues ranging from approximately 0.5x to 3.0x times ours, and also applied a secondary objective financial screen focusing on GICS-screened companies with a relatively similar market capitalization, enterprise value, trailing 12-month EBITDA, and/or total number of employees as us; •We then also considered the peer group companies used by certain proxy advisory firms and companies with similar business profiles (such as cyclicality) based on input from our Compensation Committee and the Board. The Compensation Committee, with the assistance of Exequity, performed a review of our peer group in June 2022. In this review, the Compensation Committee applied the selection methodology described above to validate our existing peer companies and see if any new peer companies should be added or if any existing peer companies should be removed. As a result of this review, (i) Lydall, Inc. was removed because it was acquired in October 2021 and is no longer a stand-alone public company, and (ii) Nautilus, Inc. was removed because it had fallen outside of our revenue screen criteria and was the only peer company with negative trailing 12-month EBITDA. To replace these two companies, OneWater Marine Inc. and Dorman Products, Inc. were added to the peer group because they each satisfied our selection methodology described above. As of June 2022, our market capitalization, total enterprise value, and trailing 12-month EBITDA and revenues were at the 53rd percentile, 54th percentile, 54th percentile and 49th percentile, respectively, relative to the updated group of peer companies. The Compensation Committee believes that the fiscal 2022 peer group provided a reasonable reference point for fiscal 2023 compensation decisions.

  44. New Clawback Policy adopted that covers all Named Executive Officers

    | Peer Group Companies | | | | Acushnet Holdings Corp. | Callaway Golf Company | Dorman Products, Inc. | | Fox Factory Holding Corp. | Helios Technologies | Johnson Outdoors Inc. | | Lifetime Brands, Inc. | Marine Products Corporation | Marine Max, Inc. | | MasterCraft Boat Holdings, Inc. | OneWater Marine Inc. | Smith & Wesson Brands | | Shyft Group Inc. (formerly Spartan Motors, Inc.) | Sturm, Ruger & Company, Inc. | Universal Electronics Inc. | | Vista Outdoor Inc. | Winnebago Industries, Inc. | YETI Holdings, Inc. |

  45. New Clawback Policy adopted that covers all Named Executive Officers

    The Compensation Committee, with the assistance of Exequity, conducted a review of our peer group in August 2023 to see if any new peer companies should be added or if any existing peer companies should be removed. Based on Exequity’s review, the Compensation Committee determined not to make any changes to our existing peer group. As of August 2023, our market capitalization, total revenues and trailing 12-month EBITDA were at the 55th percentile, 50th percentile, and 69th percentile, respectively, relative to our group of peer companies. The Compensation Committee believes that our current peer group provides a reasonable reference point for compensation decisions for our Named Executive Officers. The Compensation Committee believes it is important to understand and reference what similarly-situated companies are paying their executives, and it intends to use this information as one of the data points it considers when making compensation decisions for the Named Executive Officers using its business judgment. While the Compensation Committee does not utilize a formal benchmarking strategy, we believe the targeted total cash compensation (which is base salary plus target bonus) for the Named Executive Officers approximates (or is slightly above) the 50th percentile range of the targeted total cash compensation provided by our current group of peer companies to similarly situated executives. We believe long term incentive opportunities for our Named Executive Officers were generally above this 50th percentile range but below the 75th percentile range, which is consistent with the Compensation Committee’s objective of using equity awards to incentivize Named Executive Officers to create long-term stockholder value. Mr. Black’s compensation was not evaluated as part of Exequity’s review, as his position is an interim position, although we believe Mr. Black’s targeted total compensation is significantly lower than the Chief Financial Officers at our peer group companies. THE ROLE OF STOCKHOLDER SAY-ON-PAY VOTES We currently provide stockholders with the opportunity to cast an annual non-binding, advisory vote on the compensation of our Named Executive Officers, which we refer to as a say-on-pay proposal. At last year’s annual meeting, over 99% of the votes cast on our say-on-pay proposal were in support of our say-on-pay proposal. Last year’s results were consistent with our say-on-pay proposal each year since our 2020 fiscal year, where stockholders first had the chance to express their views on our redesigned executive compensation program and over 99% of the votes cast on our say-on-pay proposals have been supportive. The Compensation Committee believes that stockholders broadly support our redesigned executive compensation program. At the Annual Meeting, stockholders will have the chance to cast their vote on our say-on-pay proposal for our 2023 fiscal year. The Compensation Committee will continue to consider the outcome of stockholders’ votes on our say-on- pay proposals when making future compensation decisions for the Named Executive Officers. MATERIAL ELEMENTS OF COMPENSATION

  46. Annual Incentive Compensation Opportunity

    Annual Incentive Compensation Opportunity Annual Incentive Plan. In August 2022, the Compensation Committee approved our annual incentive plan for fiscal 2023. The annual cash incentive bonus for each Named Executive Officer other than Mr. Black was payable based on our achievement of equally weighted annual net income and Adjusted EBITDA targets for fiscal 2023 established by our Compensation Committee. The Compensation Committee continued to include a net income performance metric during fiscal 2023 in order to reduce the weighting of the Adjusted EBITDA performance metric and to have 50% of each executive’s bonus opportunity payable based on the achievement of the GAAP performance measure. For Mr. Black, because he was not an executive officer at the start of fiscal 2023, his annual incentive opportunity for fiscal 2023 was based on our achievement of the same annual net income and Adjusted EBITDA targets as for the other Named Executive Officers, as well as individual performance objectives established for his position. Annual net income for purposes of the incentive plan was defined as our net income as publicly reported in our press release announcing our financial results for fiscal 2023, but adjusted to exclude the results of any businesses acquired during fiscal 2023. Our fiscal 2023 net income target was set at $179.8 million dollars. This target represented an approximate 10% increase over our fiscal 2022 annual net income performance. The Compensation Committee believed that achievement of this target would require the Named Executive Officers to successfully execute on our fiscal 2023 business plan and to continue to grow our business. Adjusted EBITDA for purposes of the incentive plan was defined as our Adjusted EBITDA as publicly reported in our press release announcing our financial results for fiscal 2023, but adjusted to exclude the results of any businesses acquired during fiscal 2023. The fiscal 2023 Adjusted EBITDA target for the Company was set at $275.7 million dollars. This target represented an approximate 11.8% increase over our fiscal 2022 Adjusted EBITDA performance. As with the net income target, the Compensation Committee believed that achievement of this target would require the Named Executive Officers to successfully execute on our fiscal 2023 business plan. The threshold and maximum annual net income and Adjusted EBITDA amounts were each set as a percentage of the applicable target amount described above. The threshold performance level for each metric was set at an amount equal to 90% of the applicable target amount, while the maximum performance level for each metric was set at an amount equal to 130% of the applicable target amount. Although the annual net income and Adjusted EBITDA metrics are equally weighted independent performance metrics, in order for any bonus to become payable, our plan design required that both annual net income and Adjusted EBITDA performance must be achieved at a minimum of the threshold performance level. Our annual bonus plan payout scale and the associated incentive payments as a percentage of each Named Executive Officer’s target bonus amount were as follows:

  47. Annual Incentive Compensation Opportunity

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  48. Annual Incentive Compensation Opportunity

    | Net Income/Adjusted EBITDA Performance Level | Net Income/Adjusted EBITDA Amount as a % of Target | % of Target Bonus Becoming Payable | | Below Threshold | <90% | 0% | | Threshold | 90% | 35% | | Target | 100% (Net income of $179.8 million and Adjusted EBITDA of $275.7 million) | 100% | | Above Target | 110% | 134% | | Above Target | 120% | 167% | | Maximum | 130% | 200% | | Above Maximum | >130% | 200% |

  49. Annual Incentive Compensation Opportunity

    The bonus payment for performance between any of the performance levels specified above is interpolated on a straight-line basis. In addition, under our plan design, the Compensation Committee also retained the discretion to reduce each Named Executive Officer’s incentive bonus amount based on any reason determined to be appropriate by the Compensation Committee. For our 2023 fiscal year, we achieved annual net income of $107.9 million and Adjusted EBITDA of $284.0 million as publicly reported in our financial results. Our financial performance results for 2023 were negatively impacted by a one-time litigation settlement expense of $100.0 million, which we expect to be deductible for federal and state income tax purposes. This settlement resolved two related product liability cases concerning an accident that occurred in 2014 involving a 2000 model year boat that was manufactured by West. West is not, and has never been, a subsidiary of the Company but was a separate legal entity whose assets were purchased by a subsidiary of the Company in 2006. The settlement resolved both cases, including one case in which the jury had previously awarded the plaintiff $140.0 million. Considering post-judgment interest and the potential for substantial legal fees, the Company’s potential exposure in that case was greater than $200.0 million. The second case had an unquantified liability. The Company has filed a complaint against, and is seeking to recover damages from, the Company’s insurers related to their handling of these cases. The Company believes that the insurers unreasonably failed to comply with their obligations by refusing, negligently and in bad faith, to settle covered claims within their available policy limits prior to trial. Any potential future recovery from the Company’s insurers would reduce its economic burden from the litigation settlement, however; we cannot predict the outcome of such litigation. The Compensation Committee adjusted the formulaically prescribed short-term incentive targets due to the facts and circumstances underlying the litigations and resulting settlement expense, including the Company’s strong belief that the insurers, negligently and in bad faith, had failed to comply with their obligations by refusing to settle the litigation matters within the Company’s available policy limits prior to trial and the fact that the 2000 model year boat was not manufactured by the Company. However, even though excluding the expense of the litigation settlement would have resulted in above target incentive payments for Messrs. Springer and Anderson, the Compensation Committee determined that it was appropriate to partially reflect the impact of the litigation settlement on the Company’s fiscal 2023 financial performance for purposes of determining the amount of fiscal year 2023 short-term incentive compensation to be awarded to Mr. Springer and Mr. Anderson. Each executive accordingly received a below-target bonus payment for fiscal 2023 as described below. As adjusted to exclude the litigation expense settlement, our annual net income achieved for fiscal 2023 was $184.2 million, and our Adjusted EBITDA achieved for fiscal 2023 remained at $284.0 million because the litigation settlement was already excluded from our Adjusted EBITDA results. Therefore, our fiscal 2023 net income and Adjusted EBITDA performance, as adjusted, exceeded the target performance levels established by the Compensation Committee under the 2023 annual bonus plan.

  50. Annual Incentive Compensation Opportunity

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  51. Annual Incentive Compensation Opportunity

    The Compensation Committee exercised its discretion to award Mr. Springer and Mr. Anderson partial bonus payments for fiscal 2023. Mr. Springer earned an annual bonus for fiscal 2023 equal to 50% of his target bonus amount and Mr. Anderson earned an annual bonus for fiscal 2023 equal to 75% of his target bonus amount. As described above, Mr. Black was not an executive officer at the start of fiscal 2023 and his annual incentive opportunity for fiscal 2023 was eligible to become earned based on our achievement of the same annual net income and Adjusted EBITDA targets as for the other Named Executive Officers, as well as individual performance objectives established for his position. Based on the Company’s performance in fiscal 2023 and Mr. Black’s individual fiscal 2023 performance (including stepping into the interim Chief Financial Officer role), Mr. Black earned a fiscal 2023 bonus payment equal to $83,042. Mr. Black’ bonus payment was slightly below his target bonus amount and, like our other Named Executive Officers, was negatively impacted by the unfavorable litigation expense settlement. In addition to his normal annual incentive opportunity, Mr. Black was awarded a one-time $50,000 bonus opportunity in connection with his appointment as our interim Chief Financial Officer. This bonus will become payable upon Mr. Black’s successful completion of the interim Chief Financial Officer role. Mr. Wilson did not earn any bonus payment for fiscal 2023 as a result of his resignation. Total Fiscal 2023 Cash Bonus Payments. For each Named Executive Officer, the fiscal 2023 target incentive bonus amount and total fiscal 2023 cash bonus payment are listed below.

  52. Annual Incentive Compensation Opportunity

    | Named Executive Officer | FY 2023 Target Bonus ($) | FY 2023 Annual Incentive Payment ($) | | Jack D. Springer | 962,500 | 481,250 | | Ritchie L. Anderson | 356,250 | 267,187 | | David S. Black | 89,775 | 83,042 | | Wayne R. Wilson | 356,250 | — |

  53. Annual Incentive Compensation Opportunity

    Please see Appendix A for the definition of Adjusted EBITDA which is a non-GAAP financial measure and a reconciliation of Adjusted EBITDA to net income as reported under GAAP.

  54. Long-Term Incentives

    Long-Term Incentives Structure of Fiscal 2023 Equity Awards. The long-term equity incentive awards granted to the Named Executive Officers in fiscal 2023 (other than Mr. Black, who was not an executive officer when fiscal 2023 awards were granted) consisted of a combination of time-based restricted shares and performance-based restricted shares. The number of shares subject to the long-term equity award for each of our Named Executive Officers other than Mr. Black consisted of 60% performance-based restricted shares and 40% time-based restricted shares.

  55. Long-Term Incentives

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  56. Long-Term Incentives

    The table below summarizes the fiscal 2023 equity award grants for each Named Executive Officer other than Mr. Black:

  57. Long-Term Incentives

    | Name | Relative TSR Performance Awards | Adjusted EBITDA Performance Awards | Time-Based Shares or Units | | Jack D. Springer | $1,139,677 | $870,015 | $1,159,950 | | | 16,651 target shares | 16,651 target shares | 22,200 shares | | Ritchie L. Anderson | $333,982 | $255,032 | $339,991 | | | 4,880 target shares | 4,881 target shares | 6,507 shares | | Wayne R. Wilson | $333,982 | $255,032 | $339,991 | | | 4,880 target shares | 4,881 target shares | 6,507 shares |

  58. Long-Term Incentives

    Time-Based Shares. Time-based restricted shares or units are included as part of each Named Executive Officer’s long- term equity award to provide an equity incentive linked to the value realized by our stockholders that becomes earned based on the executive’s continued employment with us. Each Named Executive Officer’s (other than Mr. Black’s) time- based shares granted in fiscal 2023 become vested in equal annual installments over a period of four years. Because Mr. Black was not an executive officer at the time fiscal 2023 awards were granted, 100% of Mr. Black’s fiscal 2023 long-term equity incentive award consisted of time-based restricted stock units that become vested in equal semi-annual installments over a period of three years. For fiscal 2023, Mr. Black was awarded 861 restricted stock units with a grant date fair value of $44,987. Performance-Based Shares. The performance-based shares granted to each Named Executive Officer other than Mr. Black consisted of an equal number of relative TSR awards and Adjusted EBITDA awards. Relative TSR Awards. The relative TSR awards have a three-year performance period and are eligible to become vested based on our three-year actual total stockholder return as measured against the total stockholder return of the Russell 2000 Index over the same three-year period. The relative TSR performance requirements and the vesting schedule for the relative TSR awards can be illustrated by the following table.

  59. Long-Term Incentives

    | Performance Level | TSR Achieved Relative to the TSR of the Russell 2000 Index | % of Relative TSR Awards Vesting | | Below Threshold | <80% | 0% | | Threshold | 80% | 50% | | Target | 100% | 100% | | Above Target | 120% | 150% | | Maximum | 140% | 200% | | Above Maximum | >140% | 200% |

  60. Long-Term Incentives

    The relative TSR award vesting for performance between any of the performance levels specified above is interpolated on a straight-line basis. Adjusted EBITDA Awards. The fiscal 2023 Adjusted EBITDA awards will be eligible to become vested following the end of a three-year performance period based on our Adjusted EBITDA performance through the end of the performance period. Consistent with prior years, in order to achieve the Adjusted EBITDA target for fiscal 2025, we will be required to grow our Adjusted EBITDA over the three-year performance period at a compounded annual growth rate equal to at least 10%.

  61. Long-Term Incentives

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  62. Long-Term Incentives

    In order to reinforce the importance of achieving a 10% compounded annual Adjusted EBITDA growth rate, no Adjusted EBITDA awards are eligible to vest if our actual Adjusted EBITDA performance is below our target performance level. However, the Adjusted EBITDA awards are eligible to vest up to a maximum 150% payout level if we are able to grow our annual Adjusted EBITDA at a rate of or in excess of 15%. The Adjusted EBITDA performance requirements and the vesting schedule for the Adjusted EBITDA awards can be illustrated by the following table.

  63. Long-Term Incentives

    | Performance Level | Compounded Annual Adjusted EBITDA Growth Rate Achieved | % of Adjusted EBITDA Awards Vesting | | Below Threshold | <10% | 0% | | Target | 10% | 100% | | Above Target | 11% | 110% | | Above Target | 12% | 120% | | Above Target | 13% | 130% | | Above Target | 14% | 140% | | Maximum | ≥15% | 150% |

  64. Long-Term Incentives

    The Adjusted EBITDA award vesting for performance between any of the performance levels specified above is interpolated on a straight-line basis. Adjusted EBITDA has substantially the same meaning as under the annual incentive plan described above. The annual incentive plan also uses an Adjusted EBITDA-based performance metric, however the 10% compounded annual growth rate requirement over three years used to establish the Adjusted EBITDA award target for fiscal 2025 is intended to incentivize sustained long-term earnings growth. As a result, we believe that the Adjusted EBITDA awards (which comprise 50% of the performance-based shares awarded to the Named Executive Officers other than Mr. Black) incentivize growth and long-term performance. In contrast, the Adjusted EBITDA targets under the annual incentive plan (which represented 50% of the fiscal 2023 target bonus opportunity under our executive bonus plan) are established on an annual basis and are intended to incentivize short-term execution of our earnings objectives for the relevant fiscal year. Payouts of Previously Granted Performance-Based Awards. The performance period applicable to certain previously granted relative TSR awards ended in November 2022 and the performance period applicable to certain previously granted Adjusted EBITDA awards ended on June 30, 2023. Our relative TSR performance for the three-year performance period ended on November 22, 2022 against the Russell 2000 Index resulted in a long-term incentive plan payout for the relative TSR awards equal to 184% of each executive’s target number of relative TSR awards as a result of our outperformance against the Russell 2000 Index. The Adjusted EBITDA awards granted in November 2020 were eligible to become earned at 100% of the target number of Adjusted EBITDA shares awarded if we achieved an Adjusted EBITDA target of $147.7 million, and were eligible to become earned at 150% of the target number of shares awarded if we achieved or exceeded $168.7 million of Adjusted EBITDA. Our fiscal 2023 Adjusted EBITDA performance (after taking account adjustments to exclude the financial impact of businesses acquired after the targets were established) exceeded the maximum Adjusted EBITDA target, and as a result each Named Executive Officer vested in 150% of his target number of November 2020 Adjusted EBITDA awards.

  65. Severance and Change in Control Benefits

    Severance and Change in Control Benefits We believe that severance protections, particularly in the context of the uncertainty surrounding any potential change in control transaction, play a valuable role in attracting and retaining quality executive officers. We provide severance protections to each of Mr. Springer and Mr. Anderson pursuant to the terms of his employment agreement, and we previously provided severance protections to Mr. Wilson pursuant to his employment agreement prior to his resignation.

  66. Severance and Change in Control Benefits

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  67. Severance and Change in Control Benefits

    As described in more detail below under the heading “Potential Payments Upon Termination or Change in Control,” each of Mr. Springer and Mr. Anderson would be entitled to severance benefits in the event of a termination of employment by us without “cause” or by the executive for “good reason”. Severance benefits for Mr. Springer and Mr. Anderson include 12 months of continued base salary payments. Cash severance benefits for Mr. Springer and Mr. Anderson are not enhanced in connection with a change in control of the Company, and Mr. Springer and Mr. Anderson would only receive 12 months of continued base salary payments if their employment is terminated involuntarily in connection with a change in control. However, under the terms of our shareholder approved Long Term Incentive Plan, all outstanding equity awards will fully vest if the awards are not assumed or substituted by a surviving entity in connection with a change in control or, if assumed or substituted, an executive’s employment is terminated without “cause” or for “good reason” within 18 months following such change in control. For the TSR awards and Adjusted EBITDA awards granted in fiscal 2021, 2022 and 2023, actual performance will be measured through the date of the change in control, and the change in control provisions in the Long Term Incentive Plan will apply to any TSR award or Adjusted EBITDA award shares actually becoming earned based on performance. Mr. Wilson did not receive any cash or equity severance benefits in connection with his resignation from the Company. Mr. Black is not employed pursuant to an employment agreement, and is not entitled to receive any contractual severance benefits in connection with his termination of employment for any reason. No Named Executive Officer is entitled to receive a “gross-up” or similar payment for any excise taxes that may become payable in connection with a change in control pursuant to Sections 280G and 4999 of the Code.

  68. Clawback Policy

    Clawback Policy In fiscal 2022, the Board adopted a new clawback policy that permits us to clawback or recover cash and equity incentive compensation in the event of a material restatement of our financial statements or if a covered executive commits fraud during the course of employment that causes financial or reputational harm to us. In the event of a material restatement of our financial statements, the clawback would apply to any amount awarded after September 15, 2021 and paid in the three-year period preceding the restatement that would not have been received if the financial statements had been correctly stated. In the event a covered executive commits fraud, all cash and equity compensation awarded after September 15, 2021 is subject to clawback. All of the currently employed Named Executive Officers are subject to the clawback policy. This clawback policy will be amended to comply with the new SEC and Nasdaq rules, and we intend to retain the flexibility to clawback compensation in the event a covered executive commits fraud, even though this clawback right is broader than required by the new rules. POLICY WITH RESPECT TO SECTION 162(M) Section 162(m) of the Code generally prohibits a publicly-held company from deducting compensation paid to a current or former Named Executive Officer that exceeds $1.0 million during the tax year. Certain awards granted before November 2, 2017 that were based upon attaining pre-established performance measures that were set by the Compensation Committee under a plan approved by our stockholders, as well as amounts payable to former executives pursuant to a written binding contract that was in effect on November 2, 2017, may qualify for an exception to the $1.0 million deductibility limit. Prior to our 2018 annual meeting of stockholders, we were eligible for a special Section 162(m) grandfathering rule available for certain compensation paid or awarded by newly public companies. Each Named Executive Officer’s restricted stock awards and stock option awards granted before the date of our 2018 annual meeting have been structured to take advantage of this special grandfathering rule. Our ability to rely on this grandfathering rule expired on the date of our 2018 annual meeting of stockholders. The Compensation Committee currently notes the Section 162(m) deductibility limitation as one of the factors in its consideration of compensation matters. However, the Compensation Committee has the flexibility to take any

  69. EXECUTIVE COMPENSATION

    | Name and Principal Position (a) | Year (b)(1) | Salary ($) (c) | Bonus ($) (d) | Stock Awards ($) (e)(2) | Option Awards ($) (f) | Non-Equity Incentive Plan Compensation ($) (g)(3) | Nonqualified Deferred Compensation Earnings ($) (h) | All Other Compensation ($) (i)(4) | Total ($) (j) | | Jack D. Springer Chief Executive Officer | 2023 | 875,000 | — | 3,169,642 | — | 481,250 | — | 9,900 | 4,535,792 | | | 2022 | 828,750 | — | 3,062,887 | — | 937,231 | — | 9,150 | 4,838,018 | | | 2021 | 754,615 | — | 2,186,862 | — | 1,530,000 | — | 8,700 | 4,480,177 | | Ritchie L. Anderson Chief Operating Officer | 2023 | 475,000 | — | 929,005 | — | 267,187 | — | 10,045 | 1,681,237 | | | 2022 | 437,500 | — | 890,926 | — | 347,327 | — | 9,407 | 1,685,160 | | | 2021 | 394,808 | — | 971,799 | — | 560,000 | — | 5,538 | 1,932,145 | | David S. Black (5) (6) Interim Chief Financial Officer and Corporate Controller | 2023 | 236,000 | — | 44,987 | — | 83,042 | — | — | 364,029 | | Wayne R. Wilson (6) Former Chief Financial Officer and Secretary | 2023 | 401,586 | — | 929,005 | — | — | — | 10,075 | 1,340,666 | | | 2022 | 437,500 | — | 890,926 | — | 347,327 | — | 6,696 | 1,682,449 | | | 2021 | 394,808 | — | 971,799 | — | 560,000 | — | 5,663 | 1,932,270 |

  70. PAY VS PERFORMANCE

    PAY VS PERFORMANCE Under rules adopted pursuant to the Dodd-Frank Act, we are required to disclose certain information about the relationship between the compensation actually paid (“CAP”) to our named executive officers and certain measures of the company’s financial performance. The material that follows is provided in compliance with these rules however additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made this year is described in our "Compensation Discussion and Analysis" section above. The table below provides information regarding CAP to our principal executive officer, or PEO, and other NEOs for each year from 2021 to 2023, compared to our total shareholder return (“TSR”) from June 30, 2020 through the end of each such year, and our net income, and Adjusted EBITDA for each such year. The methodology for calculating amounts presented in the columns “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs,” including details regarding the amounts that were deducted from, and added to, the Summary Compensation Table (“SCT”) totals to arrive at the values presented for CAP, are provided in the footnotes to the table. A narrative discussion of the relationship between CAP and the Company performance measures (i) listed in the table below and (ii) that the Company has deemed most important in linking CAP during Fiscal 2023 to Company performance is also presented below.

  71. PAY VS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Invested Based On: | | | | | Year (a) | Summary Compensation Table Total for PEO ($) (b)(1)(2) | Compensation Actually Paid to PEO ($) (c)(1)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (d)(4) | Average Compensation Actually Paid to Non-PEO NEOs ($) (d)(5) | Total Shareholder Return ($) (f)(6) | Dow Jones Recreational Products Index Total Shareholder Return ($) (g)(7) | Net Income ($) ($M) (h)(8) | Adjusted EBITDA ($) ($M) (i)(9) | | 2023 | 4,535,792 | 5,847,922 | 1,128,644 | 591,110 | 112.92 | 128.93 | 107.91 | 284.04 | | 2022 | 4,838,018 | 2,059,911 | 1,683,805 | 557,849 | 101.46 | 108.84 | 163.43 | 246.53 | | 2021 | 4,480,177 | 7,487,216 | 1,932,208 | 3,351,361 | 141.15 | 150.49 | 114.28 | 190.1 |

  72. PAY VS PERFORMANCE

    (1)Our PEO was Jack D. Springer during fiscal years 2021 through 2023. (2)Represents the total compensation paid to our PEO in each listed year, as shown in our Summary Compensation Table for such listed year. (3)Compensation actually paid does not mean that our PEO was actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of summary compensation table total compensation under the methodology prescribed under the relevant rules as shown in the adjustment table below.

  73. PAY VS PERFORMANCE

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  74. PAY VS PERFORMANCE

    | | 2023 | 2022 | 2021 | | Summary Compensation Table Total | $4,535,792 | $4,838,018 | $4,480,177 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (3,169,642) | (3,062,887) | (2,186,862) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 3,540,516 | 2,158,796 | 2,871,997 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | 506,994 | (1,887,490) | 2,014,304 | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | — | | Adjust for Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 434,262 | 13,474 | 307,600 | | Subtract Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | — | | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | — | — | — | | Compensation Actually Paid | $5,847,922 | $2,059,911 | $7,487,216 |

  75. PAY VS PERFORMANCE

    *The assumptions used for determining the fair values shown in this table are materially consistent with those used to determine the fair values disclosed as of the grant date of such awards. **Note that we have not reported any amounts in our Summary Compensation Table with respect to “Change in Pension and Nonqualified Deferred Compensation “and, accordingly, the adjustments with respect to such items prescribed by the pay-versus-performance rules are not relevant to our analysis and no adjustments have been made. (4)This figure is the average of the total compensation paid to our NEOs other than our PEO in each listed year, as shown in our Summary Compensation Table for such listed year. The names of the non-PEO NEOs in each year are listed in the table below.

  76. PAY VS PERFORMANCE

    | 2023 | 2022 | 2021 | | Ritchie Anderson | Ritchie Anderson | Ritchie Anderson | | Wayne Wilson | Wayne Wilson | Wayne Wilson | | David Black | | |

  77. PAY VS PERFORMANCE

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  78. PAY VS PERFORMANCE

    (5)This figure is the average of compensation actually paid for our NEOs other than our PEO in each listed year. Compensation actually paid does not mean that these NEOs were actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of Summary Compensation Table total compensation under the methodology prescribed under the SEC's rules as shown in the table below, with the indicated figures showing an average of such figure for all NEOs other than our PEO in each listed year.

  79. PAY VS PERFORMANCE

    | | 2023 | 2022 | 2021 | | Summary Compensation Table Total | $1,128,644 | $1,683,805 | $1,932,208 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (634,332) | (890,926) | (971,799) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 359,933 | 627,987 | 1,276,279 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (265,148) | (868,598) | 965,382 | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 2,760 | — | — | | Adjust for Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 136,738 | 5,581 | 149,291 | | Subtract Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | (137,485) | — | — | | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | — | — | — | | Compensation Actually Paid | $591,110 | $557,849 | $3,351,361 |

  80. PAY VS PERFORMANCE

    *Note that the fair value assumptions shown with respect to footnote 3 apply to the figures in this table as well. **Note that we have not reported any amounts in our Summary Compensation Table with respect to “Change in Pension and Nonqualified Deferred Compensation “ and, accordingly, the adjustments with respect to such items prescribed by the pay-versus-performance rules are not relevant to our analysis and no adjustments have been made. (6)Total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the start of the first fiscal year reported in the table (June 30, 2020) assuming all dividends paid from the start of the measurement period through end of the measurement period (June 30, 2023) are reinvested. (7)The peer group used is the Dow Jones U.S. Recreational Products Index, as used in the company's performance graph found in the company’s 10-k. Total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the start of the first fiscal year reported in the table (June 30, 2020) assuming all dividends paid from the start of the measurement period through end of the measurement period (June 30, 2023) are reinvested. (8)The dollar amounts reported are the Company's net income reflected in the Company’s audited financial statements. (9)In the Company's assessment Adjusted EBITDA is the financial performance measure that is the most important financial performance measure (other than total shareholder return and net income) used by the company in 2023 to link compensation actually paid to performance. The company defines adjusted EBITDA as net income before interest expense, income taxes, depreciation, amortization and non-cash, non-recurring or non-operating expenses, including settlement of litigation claims, certain professional fees, acquisition and integration-related expenses, non- cash compensation expense and adjustments to our tax receivable agreement liability.

  81. PAY VS PERFORMANCE

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  82. PAY VS PERFORMANCE

    TABULAR LIST OF PERFORMANCE MEASURES The list below includes the three financial performance measures that in our assessment represent the most important financial performance measures used to link compensation actually paid to our NEOs, for 2023, to company performance.

  83. PAY VS PERFORMANCE

    | Tabular List | | Adjusted EBITDA | | Relative Total Shareholder Return | | Net Income |

  84. PAY VS PERFORMANCE

    DESCRIPTION OF RELATIONSHIPS BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE We believe the Company’s pay-for-performance philosophy is well reflected in the table above because the Compensation Actually Paid tracks well to the performance measures disclosed in such tables. The graphs below describe, in a manner compliant with the relevant rules, the relationship between Compensation Actually Paid and the individual performance measures described in the table above.

  85. Compensation Actually Paid Versus TSR

    Compensation Actually Paid Versus TSR

  86. Compensation Actually Paid Versus TSR

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  87. Compensation Actually Paid Versus Net Income

    Compensation Actually Paid Versus Net Income

  88. Compensation Actually Paid Versus Adjusted EBITDA

    Compensation Actually Paid Versus Adjusted EBITDA

  89. Compensation Actually Paid Versus Adjusted EBITDA

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  90. CEO PAY RATIO DISCLOSURE

    CEO PAY RATIO DISCLOSURE Pursuant to the Exchange Act, we are required to disclose in this Proxy Statement the ratio of the total annual compensation of Mr. Springer, our President and Chief Executive Officer, to the median of the total annual compensation of all of our employees (excluding Mr. Springer). Based on SEC rules for this disclosure and applying the methodology described below, we have determined that Mr. Springer’s total compensation for the fiscal year ended June 30, 2023 was $4,535,792, and the median of the total compensation of all of our employees (excluding Mr. Springer) for the fiscal year ended June 30, 2023 was $47,698. Accordingly, we estimate the ratio of Mr. Springer’s total compensation for the fiscal year ended June 30, 2023 to the median of the total compensation of all of our employees (excluding Mr. Springer) for the fiscal year ended June 30, 2023 to be 95 to 1. We believe that there have been no changes to our employee population or compensation arrangements since last year that would result in a significant change to the pay ratio disclosure. Our median employee identified in fiscal year 2021 terminated employment with us early in fiscal year 2022. Because this employee’s termination of employment resulted in a change in circumstance that we believe would result in a significant change in our pay ratio disclosure, we selected another individual with substantially similar compensation based on the methodology described below as our median employee for fiscal year 2022. We used this same individual for our fiscal year 2023 calculation. When we originally identified the median employee for fiscal 2021, we used the following methodology. We identified the median employee by taking into account the total cash compensation for the fiscal year ended June 30, 2021 reflected in our payroll records for all individuals, excluding Mr. Springer, who were employed by us or one of our affiliates on June 30, 2021. We included all employees, whether employed on a full-time, part-time, or temporary basis. We did not make any assumptions, adjustments or estimates with respect to their total compensation for the fiscal year ended June 30, 2021 reflected in our payroll records, except that we converted the total compensation of our employees resident in Australia to US dollars using a conversion ratio of AUD $1.00 to USD $0.75. Once the median employee was identified as described above, that employee’s total annual compensation for the fiscal year ended June 30, 2023 was determined using the same rules that apply to reporting the compensation of our Named Executive Officers (including Mr. Springer) in the “Total” column of the Summary Compensation Table. This information is being provided for compliance purposes. Neither the Compensation Committee nor our management used the pay ratio measure in making compensation decisions. Given the different methodologies that companies use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

  91. CEO PAY RATIO DISCLOSURE

    | Malibu Boats, Inc. | 66 | 2023 Proxy Statement |