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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Contents
Proxy Statement Summary
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
| October 28, 2025 | 8 a.m. Eastern time | Via a live audio-only webcast at www.proxydocs.com/mcft |
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AGENDA AND VOTING RECOMMENDATIONS
| BOARDRECOMMENDS: | LEARN MOREON: | |
|---|---|---|
| PROPOSAL 1 | ||
| Elect eight directors nominated by the Board of Directors for a term that expires at the Company's next Annual Meeting of Shareholders | ☑ FOR ALL | 8 |
| Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2026 | ☑ FOR | 24 |
| Approve, on an advisory basis (i.e. non-binding), the compensation of the Company's named executive officers | ☑ FOR | 29 |
| MASTERCRAFT BOAT HOLDINGS, INC. | 2025 PROXY STATEMENT | 1 |
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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 8.
| W. PATRICKBATTLE | JACLYNBAUMGARTEN | DONALD C.CAMPION | JENNIFERDEASON |
|---|---|---|---|
| Age: 62 | Age: 47 | Age: 76 | Age: 49 |
| Independent | Independent | Independent | Independent |
| Committees: N, S* | Committees: N, S | Committees: A*, C | Committees: A, S |
| ROCHLAMBERT | PETER G.LEEMPUTTE | KAMILAHMITCHELL-THOMAS | BRADLEY M. NELSON | |
|---|---|---|---|---|
| Age: 62 | Age: 68 | Age: 53 | Age: 56 | |
| Independent Chairman | Independent | Independent | Chief Executive Officer | |
| Committees: A, N*, S | Committees: A, C* | Committees: C, N | ||
Committees Key: Audit (A), Compensation & Human Capital (C), Nominating and Corporate Governance (N), Strategy (S), Committee Chair (*)
| MASTERCRAFT BOAT HOLDINGS, INC. | 2025 PROXY STATEMENT | 2 |
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2025 HIGHLIGHTS
| 2025FINANCIALPERFORMANCEHIGHLIGHTS | $284.2MNET SALES | $24.4MADJUSTED EBITDA(1) | ||
|---|---|---|---|---|
| $0.65GAAP EPS————————————————$0.92ADJUSTED EPS(1) | $29.0M FREE CASH FLOW(1)————————————————$9.5MSPEND ON SHARE REPURCHASES |
(1) See "Appendix A - Reconciliation of Non-GAAP Measures" for additional information.
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.
| BOARD COMPOSITION | POLICIES, PROGRAM, GUIDELINES | |||
|---|---|---|---|---|
| ☑ | Directors elected annually | ☑ | Active Board oversight of the Company’s corporate governance and sustainability efforts | |
| ☑ | Diversity of perspectives, backgrounds, and experiences, with an average tenure of director nominees of 6.3 years. | ☑ | Prohibition on short sales and transactions in derivatives and hedging of Company securities by directors, officers and employees | |
| ☑ | All directors except our Chief Executive Officer are independent | ☑ | Prohibition on pledging of Company securities by directors, officers and employees subject to a limited exception | |
| ☑ | Separated CEO and Chairman roles | ☑ | Director "overboarding" limits | |
| BOARD PERFORMANCE | SHAREHOLDER RIGHTS | |||
| ☑ | Focus on Board’s risk oversight role | ☑ | Majority vote standard for the election of directors, with a director resignation policy | |
| ☑ | Commitment to continuing director education | ☑ | Simple majority vote standard for amendments to key Company documents and to approve mergers and acquisitions | |
| ☑ | Annual committee evaluations and periodic Board evaluations | |||
| MASTERCRAFT BOAT HOLDINGS, INC. | 2025 PROXY STATEMENT | 3 |
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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 are proud to have published our 2025 Sustainability Report in September 2025 that highlights our commitment to sustainability:
Expanded recycling program: Reduced the impact of our operations on the environment by diverting additional materials like pallets, hard plastics, and single stream recyclables.
Enhanced safety training and monitoring: Increased investment in targeted safety programs, including enhancing training programs for our employees, achieving over one million safe hours worked.
Furthered community stewardship: Partnered with organizations like High Fives Foundation and St. Jude Children’s Hospital® and hosted campaigns, such as Let Her Rip, to support and engage with our communities.
Additionally, we are very proud that our MasterCraft brand continues to achieve compliance with three prestigious global certifications for:
| CORPORATE CITIZENSHIP | ENVIRONMENTAL SUSTAINABILITY | EMPLOYEE HEALTH AND SAFETY |
|---|---|---|
| ISO 9001 | ISO 14001 | ISO 45001 |
| Quality Management Systems | Environmental ManagementSystems | International OccupationalHealth and SafetyManagement Systems |
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 2025 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.
| MASTERCRAFT BOAT HOLDINGS, INC. | 2025 PROXY STATEMENT | 4 |
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2025 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 2025 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.
| CEO TARGET COMPENSATIONOPPORTUNITY | OTHER NEO TARGET COMPENSATIONOPPORTUNITY |
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| MASTERCRAFT BOAT HOLDINGS, INC. | 2025 PROXY STATEMENT | 5 |
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COMPENSATION BEST PRACTICES
| WHAT WE DO | |||
|---|---|---|---|
| ☑ | Strong emphasis on variable and performance-based compensation, with a significant portion of named executive officers’ overall compensation tied to the Company’s stock price and objective Company performance measures | ☑ | CHC Committee composed solely of independent directors |
| ☑ | Appropriate mix of short-term and long-term incentives | ☑ | Additional rigorous strategic goals considered for each executive |
| ☑ | Annual limits for cash incentives for named executive officers financial (200% of Target) and strategic performance (150% of Target) metrics | ☑ | CHC Committee retains right to exercise negative discretion in determining actual payouts |
| ☑ | Robust Nasdaq-compliant clawback policy for incentive cash and equity compensation paid to our executive officers | ☑ | Meaningful stock ownership guidelines for certain executive officers and directors |
| ☑ | Rigorous measures tied to Divisional Free Cash Flow, relative Total Shareholder Return and Cumulative Adjusted EPS | ☑ | CHC Committee advised by third-party advisors including independent compensation consultant Willis Towers Watson ("WTW") |
| ☑ | Ongoing risk assessment of our executive compensation program | ☑ | Conduct regular shareholder outreach |
| WHAT WE DON'T DO | |||
| ☒ | Provide incentives that encourage excessive executive risk-taking | ☒ | Allow hedging or short sales |
| ☒ | Gross up excise taxes that may become due upon a change in control | ☒ | Guarantee incentive awards for executives |
| MASTERCRAFT BOAT HOLDINGS, INC. | 2025 PROXY STATEMENT | 6 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.