MasterCraft Boat Holdings Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant☒ Filed by a Party other than the Registrant☐

Check the appropriate box:

MASTERCRAFT BOAT HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

September 23, 2024

DEAR SHAREHOLDERS,

This past year has been marked by significant transitions and challenges, yet we are proud to report that our company has not only persevered but has exceeded expectations in many areas.

The marine industry and broader economic landscape presented us with a dynamic and challenging environment in fiscal 2024. Despite these headwinds, we executed well against our strategic priorities which consisted of destocking field inventory levels, advancing strategic initiatives, returning capital to shareholders, while optimizing profitability and cash flow. With a strong emphasis on pipeline management, we are positioning the business well for the next market upswing and are well positioned to continue leveraging our strong portfolio of brands.

SUCCESSFUL LEADERSHIP TRANSITION

This year saw a smooth transition in our leadership following the retirement of former Chairman and Chief Executive Officer Frederick A. Brightbill, with appointment of Bradley M. Nelson as CEO and Roch Lambert, who has been a staple of our Board since 2016 and our former Lead Director, as Chairman. We'd like to take this opportunity to congratulate Mr. Brightbill on his retirement and extend our sincere thanks for his many years of service to the Company, invaluable contributions and visionary leadership. As we step into our new roles, we are energized by the opportunities that lie ahead and committed to building upon our solid foundation.

INNOVATIVE PRODUCTS AND OPERATIONAL EXCELLENCE

While we navigate near-term industry challenges, the foundation of our business remains strong. MasterCraft is home to iconic and leading brands that inspire passion among our customers and dealers. The long-term outlook for our industry is bright, and we are positioning ourselves to capitalize on future opportunities.

The launch of our new luxury pontoon brand, Balise, exemplifies our commitment to growth and innovation. This capital-efficient expansion of our product offerings will diversify our portfolio and expand our addressable market, setting the stage for continued growth.

In a strategic move to streamline our portfolio, we recently agreed to transfer our Aviara brand to a third party and to sell our Aviara manufacturing plant. These decisions allows us to focus our resources on our highest-potential areas while best positioning our company to extend our leadership in our MasterCraft, Crest, and Balise brands, optimize our cost structure, and direct resources towards growth initiatives.

Furthermore, our proactive approach of prioritizing inventory rebalancing and dealer health as we entered fiscal 2024 has proven prudent. However, dealer inventories across the industry, including our brands, remain higher than optimal. Accordingly, we remain committed to further reducing our dealer inventory to best position the company for long-term success. Moving forward, we have a clearly defined set of capital allocation priorities that we will continue to execute, including investing in innovation for our customers and sustainable growth for our shareholders. Our approach to production planning, inventory management, and dealer incentives aims to balance inventory levels with retail demand, which we believe is crucial for stability and growth.

SUSTAINABILITY AND CORPORATE RESPONSIBILITY

As stewards of iconic marine brands, we recognize our responsibility to promote environmental and social sustainability. We remain committed to operational excellence, environmental stewardship, and the well-being of our employees and communities. Our work over the past year includes the following:

•

Waste Program: In model year 2024, our recycling program resulted in 189 tons of pallets and approximately 26 million sheets of paper from entering our local landfills.

•

Employee Safety: All three of our facilities finished model year 2024 below the National Standard of numbers that OSHA tracks. Our Recordable Incident Rate was 1.24 compared to the industry average of 4.4 and our Days Away/Restricted or Transfer Rate was 0.83 compared to the industry average of 1.8.

•

Stewards of our Community: In fiscal 2024 we partnered with High Fives Foundation gifting a new boat each summer to connect friends and families through adaptive wake surfing experiences. High Fives Foundation is a non-profit based out of Lake Tahoe that provides grants for rehabilitation support to athletes with life-altering injuries.

•

Continued Policy Implementation: We have implemented the previously adopted Environmental Policy to protect the environment and Human Rights Policy to protect basic human rights.

LOOKING AHEAD

While ongoing macroeconomic uncertainties and competitive pressures continue to present near term headwinds, the long-term outlook is bright and we remain confident in our strategy, our brands, and most importantly, our people. We have the right team in place to navigate these challenges and capitalize on the long-term growth opportunities that lie ahead.

On behalf of the Board of Directors and our entire team, we thank you for your continued support and confidence in our company. We are excited about the future and remain committed to delivering value to our shareholders, customers, and employees. We ask for your voting support on the items contained in this proxy, and thank you for taking the time to cast your vote.

Sincerely,

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

2024 ITEMS OF BUSINESS

Elect eight directors nominated by the Board of Directors for a term that expires at the Company's next Annual Meeting of Shareholders

Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2025

Approve the Second Amended and Restated MasterCraft 2015 Incentive Award Plan

Approve, on an advisory basis (i.e. non-binding), the compensation of the Company's named executive officers

Consider and act upon such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof

We invite you to join us for our 2024 annual meeting of shareholders (the “Annual Meeting”) of MasterCraft Boat Holdings, Inc. (the “Company”), which will be conducted via live audio webcast on October 22, 2024. You may attend the virtual meeting of shareholders online and submit your questions during the meeting by visiting www.proxydocs.com/mcft. We believe the virtual format of the meeting makes it easy for shareholders across the world to attend the meeting and communicate with us. We look forward to your attendance and participation again this year. To register, you will need the control number provided on your proxy card, voting instruction form or Notice of Availability of Proxy Materials. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting and will also permit you to submit questions.

Your vote is important. To be sure your shares are voted at the Annual Meeting, please follow the instructions provided to you and vote your shares today. This will not prevent you from voting your shares during the virtual meeting if you are able to attend. You may vote over the Internet or by mailing a proxy or voting instruction card. Voting over the Internet or by written proxy will ensure your representation at the Annual Meeting, regardless of whether you attend the virtual meeting. If you hold your shares in your own name and choose to attend the Annual Meeting, you may change your vote by revoking your proxy at any time before it is exercised, which can be done by voting your shares online while virtually attending the meeting, by delivering a new proxy or by notifying the Company Secretary in writing prior to the meeting. If your shares are held for you in a brokerage, bank or other institutional account, you must contact that institution to revoke a previously authorized proxy.

A complete list of shareholders of record entitled to vote at the meeting will be made available for inspection by any Company shareholder (i) at the principal executive offices of the Company for ten days prior to the meeting date and (ii) on the virtual shareholder meeting website on the date of the meeting.

Reminder: To be admitted to the annual meeting, see “Questions Relating to this Proxy Statement—How can I attend the Annual Meeting” on page 61.

PROXY STATEMENT

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 22, 2024

The board of directors of the Company (the “Board”) is furnishing this information in connection with the solicitation of proxies for the Annual Meeting. The Annual Meeting will be held in a virtual meeting format only, via the Internet. Instructions on how to participate at the Annual Meeting are posted at www.proxydocs.com/mcft. The proxy statement, the accompanying proxy card and our 2024 Annual Report on Form 10-K will first be mailed to our shareholders on or about September 23, 2024.

This Proxy Statement contains important information for you to consider when deciding how to vote. Please read this information carefully.

All properly executed written proxies and all properly completed proxies submitted by the Internet that are delivered pursuant to this solicitation will be voted at the meeting in accordance with directions given in the proxy, unless the proxy is revoked prior to completion of voting at the meeting.

Only owners of record of shares of common stock of the Company at the close of business on August 30, 2024, the record date, are entitled to vote electronically via the Internet at the meeting, or at any adjournments or postponements of the meeting. Each owner of record on the record date is entitled to one vote for each share of common stock held. There were 16,607,364 shares of common stock issued and outstanding on the record date.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on October 22, 2024: This Proxy Statement is first being sent to shareholders on or about September 23, 2024. All shareholders and beneficial owners may access the proxy materials at www.proxydocs.com/mcft. In addition, this Proxy Statement and our 2024 Annual Report on Form 10-K are available atwww.mastercraft.com.

TABLE OF CONTENTS