MasterCraft Boat Holdings Inc

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

ANNUAL MEETING INFORMATION

AGENDA AND VOTING RECOMMENDATIONS

DIRECTOR NOMINEES

The following table provides summary information about all director nominees. Each director is being nominated for a one-year term that will expire at our next annual meeting of shareholders. The directors will be elected by the affirmative vote of a majority of the votes cast. Pursuant to our Corporate Governance Guidelines, if an incumbent director fails to receive a majority of the votes cast, the incumbent director will promptly tender his or her irrevocable offer of resignation to the Board. The Board, upon recommendation by the Nominating and Corporate Governance Committee ("NCG Committee"), can then choose to accept the resignation, reject it or take such other action that the Board deems appropriate. For more information about the director nominees, see page 7.

Committees Key: Audit (A), Compensation & Human Capital (C), Nominating and Corporate Governance (N), Strategy (S), Committee Chair (*)

2024 OVERVIEW

(1) See "Appendix A - Reconciliation of Non-GAAP Measures" for additional information.

SUCCESSFUL LEADERSHIP TRANSITION:APPOINTED NEW CHIEF EXECUTIVE OFFICER (BRADLEY M. NELSON)APPOINTED NEW BOARD CHAIR (ROCH LAMBERT)

SENIOR LEADERSHIP TRANSITION

Following over three years of service, Frederick A. Brightbill announced his retirement from his role as Chief Executive Officer and as Chairman of our Board in March of 2024.

Following a comprehensive search, in March 2024, we announced the selection of Bradley M. Nelson to serve as our new Chief Executive Officer, effective March 18, 2024. Roch Lambert, previously our Lead Independent Director who has served on the Board since 2016, assumed the role of Chairman, effective July 1, 2024. Since then, the Chief Executive Officer transition from Mr. Brightbill to Mr. Nelson has been seamless. Our Board extends its deepest gratitude to Mr. Brightbill for his dedication, leadership, and countless contributions. Mr. Brightbill had a distinguished career at Mastercraft, including four years as Chief Executive Officer, over which he has left an indelible mark on the organization.

Looking forward, Mr. Nelson has demonstrated that he is a proven executive with more than 30 years of operating and manufacturing experience. Most recently, he served as Executive Vice President and President, Commercial Segment of Oshkosh Corporation. In this role, Mr. Nelson led the strategic transformation of the segment, achieving historical highs in revenue, profitability, and backlog. Our Board unanimously supported Mr. Nelson’s selection as Chief Executive Officer and views Mr. Nelson as a transformational leader with a track record of success in operations and manufacturing and an unwavering commitment to driving innovation across all aspects of a business. Our Board believes these attributes are critical to advancing our goals, leading our next chapter of growth and success and driving shareholder value in the future. With Mr. Nelson’s fresh new perspective and the deep experience of continuing leaders, we believe we are well-positioned for growth in multiple areas in an increasingly competitive environment.

CORPORATE GOVERNANCE HIGHLIGHTS

We are committed to establishing and maintaining strong corporate governance practices that reflect high standards of ethics and integrity and promote long-term shareholder value.

ENVIRONMENTAL & SOCIAL HIGHLIGHTS

Boating means being outdoors and on the water, which is why we have a strong understanding of the importance of environmental and social responsibility. We are committed to reducing our environmental impact, ensuring a healthy and safe workplace for our employees, and to acting as a good corporate citizen in the communities we serve.

We previously published a sustainability report in September 2023 that highlights our commitment to sustainability. We plan to issue our next sustainability report in 2025. Our fiscal year 2024 sustainability developments include 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.

Additionally, we are very proud that we believe our MasterCraft brand remains the only boat manufacturer in the marine industry to achieve three prestigious International Organization for Standardization’s (ISO) global certifications for:

With these foundations in place, we look forward to Making Boating Better and keeping our company at the forefront of the marine industry. You can access the full 2023 sustainability report here: https://investors.mastercraft.com/making-boating-better. Our sustainability report is not incorporated by reference in, and does not form a part of, this proxy statement.

2024 COMPENSATION PROGRAM HIGHLIGHTS

Our executive compensation program is designed to facilitate high performance and generate results that will create value for our shareholders. We structure compensation to pay for performance, incentivize our executives with equity in the Company in order to align their interests with the interests of our shareholders and allow our executives to share in our shareholders’ success, which we believe creates a performance culture, maintains morale and attracts, motivates and retains top executive talent.

The primary elements of our fiscal 2024 executive compensation program are base salary, annual bonuses, equity incentive awards and certain employee benefits. Our Compensation and Human Capital Committee ("CHC Committee") reviews and approves our executive compensation program, and maintains the discretion to adjust awards and amounts paid to our executive officers as it deems appropriate. We believe our named executive officers are compensated in a manner consistent with our strategy, compensation best practices and alignment with shareholders’ interests.

STRUCTURE OF OUR COMPENSATION PROGRAM

Our compensation program is structured to be reasonable in magnitude of total opportunity, largely performance-based, and equity-oriented.

OUR BOARD