DEF 14A of Malibu Boats, Inc.
Filed Sep 11, 2025 · FY20250001590976-25-000094
PROXY SUMMARY
PROXY SUMMARY This summary highlights certain information about us and does not contain all of the information you should consider before voting. Please read the entire Proxy Statement and our Annual Report on Form 10-K before voting. 2025 Annual Meeting of Stockholders
PROXY SUMMARY
| Date | Time | Record Date | Location | | Friday, October 24, 2025 | 8:00 a.m., Eastern Time | August 29, 2025 | Cobalt Boats, 450 Hamilton Industrial Way Lenoir City, TN 37771 |
PROXY SUMMARY
PROPOSALS TO BE VOTED ON AND VOTING RECOMMENDATIONS
PROXY SUMMARY
| Proposal | | Board Recommendations | For More Information | | 1 | Elect three Class III nominees to the Board of Directors to hold office for a three-year term | FOR | See page 58 | | 2 | Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2026 | FOR | See page 59 | | 3 | Approve, on an advisory basis, the compensation of our named executive officers | FOR | See page 60 | | 4 | Approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers | 1 YEAR | See page 61 |
PROXY SUMMARY
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PROXY SUMMARY
WAYS TO VOTE
PROXY SUMMARY
| | | | | By Mail | Via the Internet | In Person | | By mailing in the signed and completed separate proxy card or voting instruction form | By following the instructions in the email, proxy card, or voting instruction form | Written ballots will be provided to stockholders eligible to vote at the Annual Meeting |
PROXY SUMMARY
INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS The following sets forth certain information about our directors as of August 29, 2025. On June 20, 2025, Mr. John E. Stokely notified the Board that he would not stand for re-election at the Annual Meeting. Mr. Stokely will continue to serve on the Board until the Annual Meeting, when his current term expires. Pursuant to the Company's bylaws, the Board decreased the number of directors that constitute the entire Board from ten to nine directors, effective upon the expiration of Mr. Stokely's term at the Annual Meeting.
PROXY SUMMARY
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PROXY SUMMARY
| Name and Primary Occupation | Age | Director Since | Independent | Other Public Boards | Current Committees | | James R. Buch Former Chief Executive Officer of UMA Enterprises, Inc. | 71 | 2014 | Yes | — | • Audit • Nominating and Governance | | Ivar S. Chhina Former Chief Financial Officer and Executive Vice President of Recreational Equipment, Inc. | 62 | 2014 | Yes | — | • Audit • Nominating and Governance | | Michael J. Connolly Chief Executive Officer of Fourth Street Capital, Inc. and Founding Partner of Breakaway Capital Management, LLC | 59 | 2014 | Yes | — | • Compensation • Nominating and Governance | | Michael K. Hooks Co-Founder and Managing Director of Black Canyon Capital, LLC | 63 | 2014 | Yes | — | • Nominating and Governance | | Mark W. Lanigan Co-Founder and Managing Director of Black Canyon Capital, LLC | 65 | 2014 | Yes | — | • Compensation • Nominating and Governance | | Steven D. Menneto President and Chief Executive Officer of Malibu Boats, Inc. | 60 | 2024 | No | — | | | Peter E. Murphy Founder and Chief Executive Officer of Wentworth Capital Management | 62 | 2014 | Yes | — | • Compensation • Nominating and Governance | | Melanie K. Cook Former Chief Operating Officer of GE Appliances | 53 | 2025 | Yes | 2 | • Audit • Nominating and Governance | | John E. Stokely Former President and Chief Executive Officer of Richfood Holdings, Inc. | 72 | 2014 | Yes | 1 | • Audit • Nominating and Governance | | Nancy M. Taylor Former President and Chief Executive Officer of Tredegar Corporation | 65 | 2023 | Yes | 1 | • Audit • Nominating and Governance |
PROXY SUMMARY
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PROXY SUMMARY
BUSINESS OVERVIEW We are a leading designer, manufacturer and marketer of a diverse range of recreational powerboats, including performance sport boats, sterndrive and outboard boats. Our product portfolio consists of eight brands that are used for a broad range of recreational boating activities including, among others, water sports, such as water skiing, wakeboarding and wake surfing, as well as general recreational boating and fishing. FINANCIAL RESULTS FOR FISCAL YEAR 2025 During fiscal year 2025, we faced a continued soft retail environment and high dealer flooring costs leading to dealers reducing their inventories further during the year. As expected, this impacted the financial results for the fiscal year as we decreased production. Certain financial results for fiscal year 2025 are provided below. •Net sales of $807.6 million •Gross profit of $144.1 million •Net income of $15.2 million •Adjusted EBITDA of $74.8 million Despite this performance in a down market, we maintained strong cash generation, which allowed us to continue investing in our core business, pay down debt and return approximately $36 million to shareholders in fiscal year 2025 though our stock repurchase program. We also saw our net sales per unit increase by 7.1% in fiscal 2025, as buyers continue to purchase larger, more feature-rich boats with higher average selling prices. Please see Appendix A for the definition of Adjusted EBITDA and Adjusted net income per share which are non-GAAP financial measures and a reconciliation of Adjusted EBITDA to net income as reported under GAAP and a reconciliation of Adjusted net income per share to net income per share as reported under GAAP.
PROXY SUMMARY
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PROXY SUMMARY
CORPORATE GOVERNANCE HIGHLIGHTS We maintain governance practices that we believe establish meaningful accountability for our Company and the Board, including: •Our Chairperson and all other directors, except for our Chief Executive Officer, are independent •All standing Board committees are comprised entirely of independent directors •Diverse directors, represent 30% of the Board, including two female directors and one director that identifies as an underrepresented minority •The Board has a clawback policy that applies to all named executive officers •The Board conducts annual Board and Committee evaluations •Our Company policies prohibit short sales, transactions in derivatives and hedging of Company securities by directors, officers and employees •Our Company policies prohibit pledging of Company securities by directors, officers and employees subject to a limited exception Corporate Responsibility For Malibu Boats, Inc. and our customers, being on the water is a way of life. We are committed to protecting the health and safety of our customers and employees and maintaining strong corporate governance practices and ethical behavior across our organization.
Our Employees
Our Employees At Malibu Boats, Inc. we are committed to our people-first core values. We are dedicated to protecting the well-being of our employees while creating a company culture that promotes safety, respect, inclusion, and teamwork. We prohibit discrimination and harassment of any kind and have policies in place in our Code of Conduct with respect to anti-discrimination and anti-harassment. We also provide our employees with access to an anonymous whistleblower hotline for any reporting concerns. We remain focused on ensuring a safe workplace for our employees and will continue to work toward an injury-free workplace through the implementation of training and other safety initiatives.
Compliance and Ethics
Compliance and Ethics We are committed to operating with honesty and integrity and maintaining the highest level of ethical conduct. We encourage stockholders to visit the Corporate Governance section on our website at malibuboatsinc.com/governance, which includes certain key corporate governance documents. Information on our website is not and should not be considered part of, nor is it incorporated by reference in this proxy statement. Our Code of Conduct provides guidance to all our directors, officers and employees and assists us in conducting our activities within appropriate ethical and legal standards. We foster a free and open atmosphere that allows and encourages directors, officers, employees and agents and others to express work-related concerns about ethical issues and/or to report violations or suspected violations of laws, regulations and our policies. We have also established an anonymous hotline. Directors, officers and employees are not only encouraged, but are expected, to report any violations of law or of our Code of Conduct to his or her supervisor or to the Compliance Officer, as appropriate. The Audit Committee receives timely periodic reports regarding activity on the whistleblower hotline and any material violations of our Code of Conduct. We will not tolerate retaliation for reports made in good faith.
Our Customers: Product Safety & Quality
Our Customers: Product Safety & Quality At Malibu Boats, Inc., we are committed to exceeding our customers’ needs and expectations. While innovation is critical to our long-term growth, product quality and safety is equally important to support our long-term relationships with our dealers and our customers. This customer-focused, performance-minded and improvement-driven mindset
Our Customers: Product Safety & Quality
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Our Customers: Product Safety & Quality
has led the Malibu Monsoon engine to achieve the International Organization for Standardization’s (ISO) global certifications for quality (9001:2015). Additionally, we are certified by the National Marine Manufacturers Association (NMMA), a program designed to help boat manufacturers comply with industry safety and construction standards and federal regulations. In order to be NMMA certified, boat manufacturers must certify each model boat they produce.
Engagement with Stockholders
Engagement with Stockholders We recognize that stockholder engagement is fundamental to strengthening our corporate governance practices and we maintain direct and frequent engagement with our stockholders. We value the views of our stockholders and regularly seek their input to gain valuable insights into key business matters they care most about, including but not limited to capital allocation, corporate governance, risk management, environmental and social matters, sustainability and executive compensation. Feedback from these meetings and conversations is shared with the Board and used to inform the Board’s decisions. Our active investor relations efforts include regular and ongoing engagement with current and potential investors, financial analysts, and the media through conference calls, face-to-face investor meetings, correspondence, conferences, and other events.
Engagement with Stockholders
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BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS INFORMATION CONCERNING NOMINEES AND DIRECTORS 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. All of the Company’s incumbent directors have previously been elected by our stockholders, other than Ms. Cook who was appointed to the Board effective June 24, 2025. The Nominating and Governance Committee led the process for identifying director candidates, selecting Ms. Cook as a director nominee and recommending her selection to the Board. A third party search firm, Heidrick & Struggles, assisted the committee with its recruitment efforts and identified Ms. Cook as a candidate. On June 20, 2025, Mr. Stokely notified the Board that he would not stand for re-election at the Annual Meeting. Mr. Stokely will continue to serve on the Board until the Annual Meeting, when his current term expires. Pursuant to the Company's bylaws, the Board decreased the number of directors that constitute the entire Board from ten to nine directors, effective upon the expiration of Mr. Stokely’s term at the Annual Meeting. Our directors are currently divided among the three classes as follows:
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 of stockholders to be held in 2026 | The Class II directors are Messrs. Buch, Menneto and Murphy, and their terms will expire at the annual meeting of stockholder to be held in 2027 | The Class III directors are Ms. Cook, Messrs. Hooks and Stokely and Ms. Taylor, and their terms will expire at the Annual Meeting |
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
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Director Nominees- Class III (Term Ending 2025)
Director Nominees- Class III (Term Ending 2025)
Director Nominees- Class III (Term Ending 2025)
| Melanie K. Cook Director | | Ms. Cook has been a member of our Board since June 2025. From 2017 until her retirement in 2021, Ms. Cook was Chief Operating Officer of GE Appliances, a Haier Smart Home Company and home appliance manufacturer, where she was responsible for operational leadership for the multi-billion-dollar revenue of the GE Appliances business with 13,000 employees globally. Between 2009 and 2017, Ms. Cook served in numerous executive and operational leadership roles at the General Electric Company, a multinational power, renewable energy, aviation and healthcare company (“GE”), including Vice President, Sourcing, GE Appliances from 2014 to 2017, General Manager, Cooking Products, GE Appliances from 2011 to 2014, General Manager, Industrial Communications, GE Digital Energy from 2009 to 2011, and President of Azdel Inc., a joint venture between GE Plastics and PPG Industries from 2006 to 2008. Prior to 2006, Ms. Cook served in various roles at GE in information technology, product marketing and auditing. Ms. Cook serves on the boards of directors of the following companies: since 2023, Commercial Vehicle Group, Inc. (NASDAQ: CVGI), where she serves on the audit committee and chairs the compensation committee; since 2022, Badger Meter, Inc. (NYSE: BMI), where she serves on the audit and compliance committees; since 2022, Thetford Corporation, a privately-owned provider of mobile sanitary and kitchen products, where she is chair of the audit committee; and since 2021, The Legacy Companies, a privately-owned provider of food service and consumer products. Ms. Cook previously served as a board member of the Association of Home Appliance Manufacturers from 2013 to 2021, including Chair from 2016 to 2018, the National Association of Manufacturers from 2018 to 2021 and Mabe Joint Venture from 2016 to 2021. Ms. Cook holds a Bachelor of Science in Business Administration, with a specialty in Decision and Information Sciences from the University of Florida. We believe Ms. Cook is qualified to serve on the Board because of her extensive experience as a director of publicly traded companies engaged in a variety of industries, strategic insights and senior leadership experience. |
Director Nominees- Class III (Term Ending 2025)
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Director Nominees- Class III (Term Ending 2025)
| Michael K. Hooks Chairman of the Board and Director | | Mr. Hooks has served as the Chair of our Board since February 2014. For an interim period after the departure of our former Chief Executive Officer in 2024, Mr. Hooks served as Executive Chair of the Board from February 2024 to August 2024 and a member of the Office of Chief Executive Officer from May 2024 to August 2024. Mr. Hooks was a director of the LLC from May 2006 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 Metco Landscape Holdings, LLC, 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 Malibu Boats, Inc. given his initial tenure as a board member of the LLC, we believe Mr. Hooks is qualified to serve on the Board. |
Director Nominees- Class III (Term Ending 2025)
| 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 TopBuild Corp. (Nasdaq: BLD), where she has served as chair of the governance committee since May 2019 and a member of the audit committee and compensation committee. 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, and LL Flooring Holdings, Inc. (NYSE: LL), where she served as chair of the board from November 2015 through July 2024 and as a member of the nominating and corporate governance committee and the compliance and regulatory affairs committee. Ms. Taylor also served on the board of the Boys & Girls Club of Metro Richmond (Virginia) from July 2014 unitl June 2024. 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. |
Director Nominees- Class III (Term Ending 2025)
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Continuing Directors- Class I (Term Ending 2026)
Continuing Directors- Class I (Term Ending 2026)
Continuing Directors- Class I (Term Ending 2026)
| Ivar S. Chhina Director | | Mr. Chhina has been a member of our Board since February 2014. 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 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 and as chair of the audit committees for Sage Dental Management LLC, Femwell Group Health LLC, and Walker Edison Holdco, and as a board observer for Evology LLC (dba Aptive Environmental), all of which are private companies; and as a board director for Agribank, FCB, a wholesale bank for the U.S. Farm Credit System, for which he also currently serves as chair of the audit committee. 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 Lone Peak Holdings LLC, 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. |
Continuing Directors- Class I (Term Ending 2026)
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Continuing Directors- Class I (Term Ending 2026)
| Michael J. Connolly Director | | Mr. Connolly has been a member of our Board since February 2014. 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. 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. He was previously 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, and 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. |
Continuing Directors- Class I (Term Ending 2026)
| Mark W. Lanigan Director | | Mr. Lanigan has been a member of our Board since 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 Malibu Boats, Inc. given his initial tenure as a board member of the LLC. |
Continuing Directors- Class I (Term Ending 2026)
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Continuing Directors- Class II (Term Ending 2027)
Continuing Directors- Class II (Term Ending 2027)
Continuing Directors- Class II (Term Ending 2027)
| James R. Buch Director | | Mr. Buch has been a member of our Board since February 2014. 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. |
Continuing Directors- Class II (Term Ending 2027)
| Steven D. Menneto President, Chief Executive Officer and Director | | Mr. Menneto became our Chief Executive Officer and a member of our Board in August 2024. He served in various positions at Polaris, Inc., a manufacturer of powersports vehicles, since 1997, most recently as President of the Off Road Vehicle Division from December 2019 to July 2024. From May 2009 to December 2019, Mr. Menneto was President of the Motorcycle Division of Polaris, and prior to May 2009, he held various roles in sales at Polaris. Mr. Menneto previously served on the board of directors of Polaris Acceptance Inc., a floor plan financing joint venture with Wells Fargo Bank, N.A., and Motorcycle Industry Council, a not-for-profit trade association. Mr. Menneto received a B.S. in Business Administration from Northeastern University and received an M.B.A. from Rensselaer Polytechnic Institute. Based on his extensive experience as a senior executive of a manufacturer focused on the outdoor sports industry, we believe Mr. Menneto is qualified to serve on the Board. |
Continuing Directors- Class II (Term Ending 2027)
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Continuing Directors- Class II (Term Ending 2027)
| Peter E. Murphy Director | | Mr. Murphy has been a member of our Board since February 2014. 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 as chief strategic officer of The Walt Disney Company and as 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. |
Continuing Directors- Class II (Term Ending 2027)
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Continuing Directors- Class II (Term Ending 2027)
EXECUTIVE OFFICERS OF MALIBU BOATS, INC. The following sets forth certain information about our executive officers as of August 29, 2025:
Continuing Directors- Class II (Term Ending 2027)
| Name | Age | Principal Position | | Steven D. Menneto | 60 | President and Chief Executive Officer | | Bruce W. Beckman | 57 | Chief Financial Officer |
Continuing Directors- Class II (Term Ending 2027)
Please see “—Information Concerning Nominees and Directors” above for the biographical information for Mr. Menneto. The biographical information for our other executive officer is set forth below.
Continuing Directors- Class II (Term Ending 2027)
| Bruce W. Beckman Chief Financial Officer | | Mr. Beckman has served as our Chief Financial Officer since November 27, 2023. Prior to joining Malibu Boats, Mr. Beckman served as Senior Vice President, Finance at Entegris from February 2018 to November 2023 and as Vice President, Finance from April 2015 to February 2018. From 1990 to 2015, Mr. Beckman worked in numerous capacities for General Mills, Inc., including Vice President, Finance, Meals Division from July 2012 to January 2015, Director of Corporate Planning & Analysis from July 2008 to July 2012 and Director of Internal Controls from 2003 to 2005. |
Continuing Directors- Class II (Term Ending 2027)
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, 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 were timely filed.
Continuing Directors- Class II (Term Ending 2027)
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DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The Board approves non-employee director compensation based on recommendations from the Compensation Committee. We have a Directors’ Compensation Policy that applies to non-employee directors. Employee directors receive no additional compensation for serving on the Board or its committees. Under our Directors’ Compensation Policy, non-employee directors receive the following compensation for their service on the Board.
DIRECTOR COMPENSATION
| Compensation Element | Fiscal 2025 | | Annual Board Cash Retainer •Payable in quarterly installments in arrears | $65,000 | | Annual Board/New Board Member Equity Retainer •Granted in the form of stock units or shares of Class A common stock for the upcoming year | $110,000 | | Annual Board Chair Cash Retainer •Payable in quarterly installments in arrears | $40,000 | | Annual Committee Chair Cash Retainer •Payable in quarterly installments in arrears | Audit Committee- $20,000 Compensation Committee- $15,000 Nominating and Governance Committee- $10,000 | | Annual Committee Member Cash Retainer •Payable in quarterly installments in arrears | Audit Committee- $5,000 Compensation Committee- $5,000 Nominating and Governance Committee- $2,000 |
DIRECTOR COMPENSATION
Directors have the right to elect to receive their 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 retainers relate and the shares or units would be valued as of the award date. On the date of each annual meeting, each 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, which will be converted into shares or units based on the price of a share of Class A common stock on the grant date. Any 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.
DIRECTOR COMPENSATION
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DIRECTOR COMPENSATION
For any 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 director’s separation from service from the Board, and (3) an in-service distribution date elected by the director. For any payment event, 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. Use of Company Products Each of our independent directors is provided the opportunity to use one of our boats during his or her term of service as a director. We believe permitting these directors to use one of our 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. Director Compensation Table
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Michael K. Hooks | 106,830(4) | 109,969 | 216,799 | | James R. Buch | 72,000 | 109,969 | 181,969 | | Ivar S. Chhina | 87,000 | 109,969 | 196,969 | | Michael J. Connolly | 80,000(4) | 109,969 | 189,969 | | Melanie K. Cook | 1,381 | 36,658 | 38,039 | | Mark W. Lanigan | 82,000(4) | 109,969 | 191,969 | | Joan M. Lewis | 22,685 | — | 22,685 | | Peter E. Murphy | 72,000 | 109,969 | 181,969 | | John E. Stokely | 72,000 | 109,969 | 181,969 | | Nancy M. Taylor | 72,000 | 109,969 | 181,969 |
DIRECTOR COMPENSATION
(1)Amounts reported reflect the cash retainers paid to each director for fiscal year 2025, except as noted in footnote (4). For Mr. Hooks, amounts reported include the compensation paid to Mr. Hooks in fiscal 2025 for his service as an independent director. The compensation payable to Mr. Hooks for his service as Executive Chairman and a member of the Office of the Chief Executive Officer is reported in the Summary Compensation Table below. (2)Amounts reported represent the aggregate grant date fair value of the annual equity awards granted on November 5, 2024, except for Ms. Cook whose amount represents the aggregate grant date fair value of the equity award granted to her on June 24, 2025 in connection with her appointment to the Board. 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. The reported award values have been determined using the $38.64 closing price of a share of our Class A common stock on grant date, except for Ms. Cook, whose award values were determined using the $32.76 closing price on the grant date of her award. (3)As of June 30, 2025, no director held any unvested stock units or unvested shares of Class A common stock.
DIRECTOR COMPENSATION
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DIRECTOR COMPENSATION
(4)Messrs. Hooks, Connolly and Lanigan each elected to receive their annual retainers and any additional retainers in the form of stock units instead of cash for at least a portion of this fiscal year. Accordingly, Messrs. Hooks, Connolly, and Lanigan received 690, 1,814 and 2,392 fully vested stock units, respectively, for service rendered during fiscal 2025. 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 elected to receive in units or shares are reported as though they had been paid in cash and not converted to units or shares.
DIRECTOR COMPENSATION
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COMPENSATION DISCUSSION AND ANALYSIS
During fiscal 2025, Mr. Menneto became Chief Executive Officer on August 5, 2024. In connection with Mr. Menneto’s appointment, the Office of the Chief Executive Officer was terminated, and Mr. Hooks returned to serving as an independent director and Chair of the Board. Mr. Anderson retired as President effective February 7, 2025. Fiscal 2025 presented a challenging operating environment as we faced softening retail demand. However, we were able to maintain strong cash flow generation, which allowed us to further strengthen the health of our balance sheet and return capital to our shareholders. Because of our challenging fiscal 2025 performance, the value of our NEOs' vested and unvested equity holdings was significantly reduced during 2025, and the NEOs' 2025 performance-based bonus payments were significantly reduced. SUMMARY OF FISCAL 2025 COMPENSATION DECISIONS Our Compensation Committee’s primary executive compensation objective in fiscal 2025 was to structure a balanced mix of compensation elements that would incentivize our executives to create long-term stockholder value, while at the same time addressing the Company's leadership changes and ensuring the attraction and retention of critical executive talent at an inflection point for the Company's leadership. The Compensation Committee believes that our executives should be rewarded for successfully creating long-term stockholder value, and should be required to forfeit compensation opportunities if they are not able to grow long-term stockholder value, and also believes that attracting and retaining the best executive talent is in the long-term interest of our stockholders. Primary objective of fiscal 2025 compensation decisions: Incentivize executives to create long-term stockholder value while also focusing on attracting and retaining a top tier executive team 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 has continued in substantially the same form since fiscal year 2020. 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 97% 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 executive compensation program, which includes the following key design features: •Continued 60% Weighting for Performance-Based Equity Awards in November 2024. In November 2024, the Compensation Committee granted Mr. Menneto, Mr. Beckman and Mr. Anderson a long-term equity award that, based on the number of shares granted, consisted of 60% performance-based restricted shares and 40%
COMPENSATION DISCUSSION AND ANALYSIS
•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 at the time of analysis 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. For fiscal 2025, the Compensation Committee, with the assistance of Exequity, performed a review of our peer group and selected the following set of companies:
COMPENSATION DISCUSSION AND ANALYSIS
| 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. |
COMPENSATION DISCUSSION AND ANALYSIS
As of the peer group review, 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 NEOs. 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 NEOs 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 NEOs is (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 NEOs 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 our NEOs to create long-term stockholder value. 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 NEOs, which we refer to as a say-on-pay proposal. At last year’s annual meeting, over 97% 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 97% 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.
Annual Incentive Compensation Opportunity
Annual Incentive Compensation Opportunity Annual Incentive Plan. In October 2024, the Compensation Committee approved our annual incentive plan for fiscal 2025. The fiscal 2025 annual cash incentive bonus for each NEO other than Mr. Hooks and Mr. Menneto was payable based on our achievement of equally weighted annual net income and Adjusted EBITDA targets for fiscal 2025 established by our Compensation Committee. The Compensation Committee continued to include a net income performance metric during fiscal 2025 in order to reduce the weighting of the Adjusted EBITDA performance metric and to have 50% of each executive’s performance-based bonus opportunity payable based on the achievement of the GAAP performance measure. Upon Mr. Hooks’ appointment as our Executive Chair, he became eligible to earn a discretionary bonus of $10,000 per month of service in the role of Executive Chair to provide Mr. Hooks a performance-based incentive opportunity in addition to his fixed monthly fee. Upon Mr. Menneto's appointment as our Chief Executive Officer near the beginning of our 2025 fiscal year on August 5, 2024, he was awarded a guaranteed bonus of at least $506,000 (or 55% of his base salary) for fiscal 2025 in order to induce him to join the Company. The Compensation Committee views all of these bonus opportunities as one-time bonuses payable outside of the Company’s normal executive compensation program as a result of the management transitions that occurred during fiscal 2025. 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 2025, but adjusted to exclude the results of any businesses acquired during fiscal 2025. Our fiscal 2025 net income target was set at $40.6 million dollars, and reflected the anticipated softening retail demand for fiscal 2025. The Compensation Committee believed that achievement of this target would require the NEOs to successfully execute on our fiscal 2025 business plan in order to earn an annual bonus for fiscal 2025. 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 2025, but adjusted to exclude the results of any businesses acquired during fiscal 2025. The fiscal 2025 Adjusted EBITDA target for the Company was set at $102.5 million. As with the net income target, the Compensation Committee believed that achievement of this target would require the
Annual Incentive Compensation Opportunity
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Annual Incentive Compensation Opportunity
NEOs to successfully execute on our fiscal 2025 business plan and reflected the anticipated softening retail demand for fiscal 2025. 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 NEO’s target bonus amount were as follows:
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 $40.6 million and Adjusted EBITDA of $102.5 million) | 100% | | Above Target | 110% | 134% | | Above Target | 120% | 167% | | Maximum | 130% | 200% | | Above Maximum | >130% | 200% |
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 NEO’s incentive bonus amount based on any reason determined to be appropriate by the Compensation Committee. For our 2025 fiscal year, we achieved annual net income of $15.2 million and Adjusted EBITDA of $74.8 million as publicly reported in our financial results. Because both our achieved annual net income and Adjusted EBITDA performance results were below the threshold performance level, none of the Named Executive Officers received any incentive bonus payment based on our net income and Adjusted EBITDA performance for fiscal 2025. The Compensation Committee determined not to make any adjustments to our previously approved performance targets, however Mr. Menneto was contractually entitled to receive his minimum bonus set forth in his employment agreement and the Compensation Committee determined to award Mr. Beckman a bonus payment equal to approximately 29% of his target bonus to recognize his individual contributions during a transition year for the Company. Mr. Anderson did not receive any bonus payment for fiscal 2025. Total Fiscal 2025 Cash Bonus Payments. For each NEO, the fiscal 2025 target incentive bonus amount and total fiscal 2025 cash bonus payment are listed below.
Annual Incentive Compensation Opportunity
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Annual Incentive Compensation Opportunity
| Named Executive Officer | FY 2025 Target Bonus ($) | FY 2025 Annual Incentive Payment ($) | | Steven D. Menneto | 506,000 | 506,000 | | Bruce W. Beckman | 345,000 | 100,000 |
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. Mr. Anderson left the Company before the approval of the target bonus for fiscal year 2025 and thus is not included in the table. The table also does not include the $10,000 monthly performance-based bonus paid to Mr. Hooks for his service as our Executive Chair. Mr. Menneto's actual bonus payment is the minimum guaranteed $506,000 bonus described above.
Long-Term Incentives
Long-Term Incentives Structure of Fiscal 2025 Equity Awards. The long-term equity incentive awards granted to Mr. Menneto, Mr. Anderson and Mr. Beckman as part of our annual equity award grant process 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 Mr. Menneto, Mr. Anderson and Mr. Beckman consisted of 30% relative TSR performance-based awards, 30% Adjusted EBITDA performance-based awards and 40% time-based restricted shares (not factoring in Mr. Menneto's time-based sign-on equity awards described below). The table below summarizes the fiscal 2025 equity award grants for each of Mr. Beckman, Mr. Anderson and Mr. Menneto:
Long-Term Incentives
| Name | Relative TSR Performance Awards | Adjusted EBITDA Performance Awards | Time-Based Shares or Units | | Steven D. Menneto | $298,723 | $240,011 | $320,015 | | | 5,669 target shares | 5,670 target shares | 7,560 shares | | Ritchie L. Anderson | $373,478 | $299,993 | $400,019 | | | 7,087 target shares | 7,087 target shares | 9,450 shares | | Bruce W. Beckman | $196,073 | $157,510 | $209,999 | | | 3,721 target shares | 3,721 target shares | 4,961 shares |
Long-Term Incentives
In addition to the shares included in the table above as part of our annual equity award grant process, Mr. Menneto was also awarded time-based restricted stock as an incentive to attract him to the Company. Time-Based Shares. Time-based restricted shares or units are included as part of each NEO’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 of Mr. Beckman's and Mr. Menneto's time- based shares granted in fiscal 2025 become vested in over a period of four years. Mr. Menneto's "sign-on"awards vest over a period of three years. Mr. Anderson's time-based restricted shares were all forfeited in connection with his termination of employment. Performance-Based Shares. The performance-based shares granted to Mr. Menneto and Mr. Beckman consisted of an approximately 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.
Long-Term Incentives
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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% |
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 2025 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 2027, 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%. 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.
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% |
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 2027 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 Mr. Menneto and Mr. Beckman) incentivize growth and long-term performance. In contrast, the Adjusted EBITDA targets under the annual incentive plan (which represented 50% of the fiscal 2025 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.
Long-Term Incentives
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Long-Term Incentives
Payouts of Previously Granted Performance-Based Awards. The performance period applicable to certain previously granted relative TSR awards ended in November 2024 and the performance period applicable to certain previously granted Adjusted EBITDA awards ended on June 30, 2025. Our relative TSR performance for the three-year performance period ended on November 3, 2024 against the Russell 2000 Index resulted in a long-term incentive plan payout for the relative TSR awards equal to 0% of each executive’s target number of relative TSR awards as a result of our performance against the Russell 2000 Index. This below-target TSR award payout, coupled with what is expected to be a 0% payout for the TSR awards scheduled to vest in November 2025, has resulted in significant forfeitures by our executives and we believe is evidence of the performance-based nature of our executive incentive compensation plan design at work. The Adjusted EBITDA awards granted in November 2022 were eligible to become earned at 100% of the target number of Adjusted EBITDA shares awarded if we achieved an Adjusted EBITDA target of $328.1 million, and were eligible to become earned at 150% of the target number of shares awarded if we achieved or exceeded $374.9 million of Adjusted EBITDA. Our fiscal 2025 Adjusted EBITDA performance resulted in all of the Adjusted EBITDA awards being forfeited, which we again believe is evidence of our performance-based executive compensation program.
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. Menneto and Mr. Beckman pursuant to the terms of his employment agreement, Mr. Hooks was not entitled to any cash-based severance protections while he served as an NEO, and did not receive any severance benefits when his interim role concluded. Richie Anderson was party to an employment agreement prior to his departure and received termination benefits pursuant to the Transition, Release and Consulting Agreement we entered into with him in connection with his departure. As described in more detail below under the heading “Potential Payments Upon Termination or Change in Control,” each of Mr. Menneto and Mr. Beckman 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. Menneto and Mr. Beckman include12 months of continued base salary payments (and a bonus component for Mr. Menneto). Mr. Menneto's cash severance benefits are generally based on a "2x" multiple of base salary and actual earned bonus if his termination occurs within 24 months following a change in control of the Company. Under the terms of our shareholder approved Long Term Incentive Plan, (and the terms of our new 2024 Performance 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 2023, 2024 and 2025, 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. The terms of Mr. Menneto's employment agreement are similar to the terms of our shareholder-approved equity plans, but extend the vesting protections to death, disability and retirement, as described more fully below. No NEO 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.
EXECUTIVE COMPENSATION
| Name and Principal Position | Year (1) | Salary ($) | Bonus ($) | Stock Awards ($) (2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) (3) | Nonqualified Deferred Compensation Earnings($) | All Other Compensation ($) (4) | Total ($) | | Steven D. Menneto (5) President and Chief Executive Officer | 2025 | 813,846 | 506,000 | 2,886,855 | — | — | — | — | 4,206,701 | | Ritchie L. Anderson (6) Former President and Former Member of Office of CEO | 2025 | 391,325 | — | 1,049,488 | — | — | — | 472,615 | 1,913,428 | | | 2024 | 544,615 | — | 4,947,482 | — | — | — | 11,805 | 5,503,902 | | | 2023 | 475,000 | — | 929,005 | — | 267,187 | — | 10,045 | 1,681,237 | | Bruce W. Beckman (7) Chief Financial Officer | 2025 | 478,462 | 100,000 | 550,967 | — | — | — | 4,265 | 1,133,694 | | | 2024 | 242,308 | 225,000 | 599,958 | — | — | — | 75,000 | 1,142,266 | | Michael K. Hooks (8) Former Executive Chair and Former Member of Office of CEO | 2025 | 56,452 | 11,290 | — | — | — | — | — | 67,742 | | | 2024 | 217,241 | 43,448 | 229,990 | — | — | — | — | 490,679 |
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 2025, 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 2025 to Company performance is also presented below.
PAY VS PERFORMANCE
| | | | | | | | | | Value of Initial Fixed $100 Invested Based On: | | | | | Year | Summary Compensation Table Total for PEO (Jack Springer ) ($) (1)(2) | Compensation Actually Paid to PEO (Jack Springer) ($) (1)(3) | Summary Compensation Table Total for PEO (Michael Hooks) ($) (1)(2) | Compensation Actually Paid to PEO (Michael Hooks) ($) (1)(3) | Summary Compensation Table Total for PEO (Steven Menneto) ($) (1)(2) | Compensation Actually Paid to PEO (Steven Menneto) ($) (1)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (4) | Average Compensation Actually Paid to Non-PEO NEOs ($) (5) | Total Shareholder Return ($) (6) | Dow Jones Recreational Products Index Total Shareholder Return ($) (7) | Net Income ($) ($M))(8) | Adjusted EBITDA ($) ($M) (9) | | 2025 | — | — | 67,742 | 67,742 | 4,206,701 | 3,715,353 | 1,523,561 | (1,000,830) | 60.3 | 82.8 | 15.2 | 74.8 | | 2024 | 2,923,537 | (3,046,395) | 490,679 | 708,011 | — | — | 2,496,279 | 1,544,238 | 67.5 | 102.8 | -56.4 | 82.2 | | 2023 | 4,535,792 | 5,847,922 | — | — | — | — | 1,128,644 | 591,110 | 112.9 | 128.9 | 107.9 | 284 | | 2022 | 4,838,018 | 2,059,911 | — | — | — | — | 1,683,805 | 557,849 | 101.5 | 108.8 | 163.4 | 246.5 | | 2021 | 4,480,177 | 7,487,216 | — | — | — | — | 1,932,208 | 3,351,361 | 141.2 | 150.5 | 114.3 | 190 |
PAY VS PERFORMANCE
(1)For the years reported in the table, Jack D. Springer was PEO from 2021 through February 2024, Michael Hooks was our PEO from February 2024 through June 2024 for fiscal 2024 and from July to August 5, 2024 for fiscal 2025, and Steven Menneto has been our PEO since August 5, 2024. (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.
PAY VS PERFORMANCE
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PAY VS PERFORMANCE
| Michael Hooks | 2025 | | Summary Compensation Table Total | $67,742 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | — | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | — | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | — | | 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 | — | | 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 | $67,742 |
PAY VS PERFORMANCE
| Steven Menneto | 2025 | | Summary Compensation Table Total | $4,206,701 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (2,886,855) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 2,395,507 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | — | | 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 | — | | 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 | $3,715,353 |
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.
PAY VS PERFORMANCE
| 2025 | 2024 | 2023 | 2022 | 2021 | | Ritchie Anderson | Ritchie Anderson | Ritchie Anderson | Ritchie Anderson | Ritchie Anderson | | Bruce Beckman | Bruce Beckman | Wayne Wilson | Wayne Wilson | Wayne Wilson | | | David Black | David Black | | |
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
PAY VS PERFORMANCE
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PAY VS PERFORMANCE
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.
PAY VS PERFORMANCE
| | 2025 | | Summary Compensation Table Total | $1,523,561 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (800,228) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 185,202 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (15,209) | | 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 | 57,160 | | 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 | (1,951,316) | | 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 | $(1,000,830) |
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, 2025) 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 Annual Report on Form 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, 2025) 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 2025 to link compensation actually paid to performance. The Company defines adjusted EBITDA as net income before interest expense, income taxes, depreciation, amortization, goodwill and other intangible asset impairment expense and non-cash, non-recurring or non-operating expenses, including abandonment of construction in process, litigation settlements, certain professional fees, non-cash compensation expense and adjustments to our tax receivable agreement liability.
PAY VS PERFORMANCE
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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 2025, to Company performance.
PAY VS PERFORMANCE
| Tabular List | | Adjusted EBITDA | | Relative Total Shareholder Return | | Net Income |
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.
Compensation Actually Paid Versus TSR
Compensation Actually Paid Versus TSR
Compensation Actually Paid Versus TSR
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Compensation Actually Paid Versus Net Income
Compensation Actually Paid Versus Net Income
Compensation Actually Paid Versus Net Income
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Compensation Actually Paid Versus Adjusted EBITDA
Compensation Actually Paid Versus Adjusted EBITDA
Compensation Actually Paid Versus Adjusted EBITDA
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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 paid to our PEO, to the median of the total annual compensation of all of our employees (excluding our PEO). In accordance with SEC rules, given that we had two PEOs during fiscal 2025, we opted to calculate the total compensation of our PEO by using the compensation paid to Mr. Menneto, our President and Chief Executive Officer, who served as our PEO on the date the median employee was selected. Based on SEC rules for this disclosure and applying the methodology described below, we have determined that Mr. Menneto's total compensation for the fiscal year ended June 30, 2025 was $4,206,701 and the median of the total compensation of all of our employees (excluding Mr. Menneto) for the fiscal year ended June 30, 2025 was $38,272. Accordingly, we estimate the ratio of Mr. Menneto's total compensation for the fiscal year ended June 30, 2025 to the median of the total compensation of all of our employees (excluding Mr. Menneto) for the fiscal year ended June 30, 2025 to be 110 to 1. When we originally identified the median employee for fiscal 2021, we did so 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. We applied the same methodology to select a new median employee for fiscal 2025. Once the median employee was identified as described above, that employee’s total annual compensation for the fiscal year ended June 30, 2025 was determined using the same rules that apply to reporting the compensation of our Named Executive Officers (including Mr. Menneto) 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.
CEO PAY RATIO DISCLOSURE
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