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MasterCraft Boat Holdings, Inc.

For the period ended Sep 9, 2025. Filed Sep 15, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Sep 9, 2025 · Filed Sep 15, 2025

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MCFT$20.36-2.0%Stored close · as of Nov 6, 2026
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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:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

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):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

September 15, 2025

DEAR SHAREHOLDERS,

Over the past year, MasterCraft successfully navigated a challenging macroeconomic landscape while retaining our strong financial position. Our resilient performance is a testament to the relentless focus, agility, and passion of our dedicated team.

Against a dynamic industry and trade environment in fiscal 2025, we maintained our disciplined capital allocation, leveraged our robust debt-free balance sheet and continued to generate strong cash flow which enabled us to fund our share repurchase program, returning nearly $10 million to our shareholders in fiscal 2025. We were pleased to end the year on solid footing, outperforming our expectations and positioned to win.

Fueled by ongoing investments in innovation to continue advancing our product lines and brands, we remain focused on positioning the Company for long-term, sustainable shareholder value creation. Proactive production planning, strong dealer support programs, and the strength of our products and brands allow us to align inventories closely with retail demand, supporting cost and operational efficiencies and cash flow optimization. We are confident our strategy will enable us to effectively navigate near-term market volatility and position us to capitalize on the next market recovery.

INNOVATION AND OPERATIONAL EXCELLENCE

At MasterCraft, our unwavering commitment to delivering the best on-water experience through high-quality products drives everything we do. We are thrilled XStar, MasterCraft’s flagship model that redefines on-water luxury, was awarded the prestigious National Marine Manufacturers Association (NMMA) Innovation Award in the towboat category at the Miami International Boat Show. Additionally, the NMMA recognized both our MasterCraft and Crest brands with Marine Industry Customer Satisfaction Index Awards for 2024, a testament to the level of quality and craftsmanship that we deliver to our customers.

OVERSEEN BY AN EFFECTIVE AND HIGHLY ENGAGED BOARD

The Board remains confident in MasterCraft’s continued ability to execute on its strategic priorities. Our directors bring deep expertise across our industry, along with strengths in marketing, finance, operations, technology, innovation and human capital management, providing strong governance and valuable guidance as we drive long-term value creation.

Reflecting the Board’s effective oversight of executive succession planning, we announced two leadership appointments in 2025, both filled by internal candidates. We welcomed Scott Kent to the executive leadership team as our new Chief Financial Officer. Kent has over 25 years of direct marine industry experience and has helped lead operational and strategic advancements since joining MasterCraft in 2018. We also announced that Mike O’Connell, Senior Vice President of Operational Excellence, will take on the additional role of the President of our Pontoon segment, bringing nearly 40 years of marine industry experience to position our Crest and Balise brands for long-term success.

OPERATING WITH INTEGRITY

As stewards of iconic marine brands, we recognize our responsibility to continue to operate with integrity, promote well-being of our employees and communities, and minimize our impact on the environment. This past year, we enhanced our safety training and monitoring programs for our employees, helping drive our industry-leading safety performance. In 2025, we were pleased to achieve more than one million safe hours worked without a lost-time incident and once again decreased both our Recordable Incident Rate and our Lost-Time Incident Rate year-over-year.

LOOKING AHEAD

While macroeconomic conditions remain fluid, we believe we are well-prepared to execute our plan and confident in our strategy, our brands, and our people. We are grateful for the unwavering support from our loyal customers as we strive to deliver the best boating experience. We are energized by the opportunities ahead and remain steadfast in our commitment to creating long-term value for our shareholders.

On behalf of the Board of Directors and our entire team, we thank you for your continued support and investment.

Sincerely,

Bradley. M. NelsonCEO and DirectorRoch LambertChairman of the Board

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

ANNUAL MEETING OF SHAREHOLDERS DATE:October 28, 2025 TIME:8 a.m. Eastern Time LOCATION:Via a live audio-only webcast at www.proxydocs.com/mcft2025 ITEMS OF BUSINESS PROPOSAL 1Elect eight directors nominated by the Board of Directors for a term that expires at the Company's next Annual Meeting of Shareholders PROPOSAL 2Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2026 PROPOSAL 3Approve, on an advisory basis (i.e. non-binding), the compensation of the Company's named executive officers OTHER MATTERSConsider 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 2025 annual meeting of shareholders (the “Annual Meeting”) of MasterCraft Boat Holdings, Inc. (the “Company”), which will be conducted via live audio webcast on October 28, 2025. 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 56.

PROXY STATEMENT

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 28, 2025

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 2025 Annual Report on Form 10-K will first be mailed to our shareholders on or about September 15, 2025.

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 September 2, 2025, 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 16,293,758 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 28, 2025: This Proxy Statement is first being sent to shareholders on or about September 15, 2025. All shareholders and beneficial owners may access the proxy materials at www.proxydocs.com/mcft. In addition, this Proxy Statement and our 2025 Annual Report on Form 10-K are available atwww.mastercraft.com.

TABLE OF CONTENTS

Proxy Statement Summary1
Proposal 1 — Election of Directors8
Corporate Governance16
How We are Governed and Govern20
Director Compensation21
Proposal 2 — Ratification of the Appointment of the Independent Registered Public Accounting Firm24
Audit Related Matters25
Executive Officers27
Proposal 3 — Advisory Vote on Compensation of Named Executive Officers (Say-on-Pay)29
Compensation Discussion and Analysis30
Beneficial Ownership of the Company's Securities49
Certain Relationships and Related Party Transactions53
Next Annual Meeting—Shareholder Proposals54
Questions Relating to this Proxy Statement56
Other Matters60
Appendix A — Reconciliation of Non-GAAP MeasuresA-1
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.