MasterCraft Boat Holdings, Inc.

DIRECTOR COMPENSATION

The following table sets forth information concerning the fiscal 2026 compensation of our non-employee directors that served during the period from July 1, 2025 through June 30, 2026:

(1)

The amounts in this column reflect imputed income for boat usage. Each of our Non-Employee Directors is provided the opportunity to use MasterCraft Boat Holdings, Inc. brand boats and trailers in order to better understand the quality, features, components, operation, etc. of our products, and to aid in the product development and portfolio strategy, while minimizing the cost to the Company. Directors are provided with use of boats at no charge, but are responsible for paying all insurance, maintenance, fuel and other fees, costs and charges (other than registration or use fees and taxes) related to their operation.

(2)

Amounts were calculated based on the individual’s period of service during the fiscal year.

In fiscal 2026, non-management members of the Board received a $70,000 annual cash retainer related to their Board duties and responsibilities, which is paid in advance in four equal quarterly installments of $17,500 each. Pursuant to the director compensation policy in effect during fiscal 2026, we also granted an annual award of restricted stock units (“RSUs”) with a grant date fair value of $90,000 to each non-employee director who received cash compensation. The terms of each restricted stock unit are set forth in a written award agreement between each director and us, which we intend will generally provide for vesting after one year of continued service as a director, prorated as necessary to account for changes in service on the Board, subject, in either case, to acceleration upon a change of control. Directors elected or appointed, or those who leave service on the Board mid-quarter will receive a prorated portion of the annual retainer and the annual award, in each case adjusted to reflect his or her period of service. Additionally, there was a $65,000 annual retainer for serving as our Board Chair, also paid in four equal quarterly installments. We also reimburse directors for their out-of-pocket expenses incurred in attending meetings of the Board or any committee thereof.

Our non-employee director compensation program is designed to be competitive with our peers and to align the interests of our non-employee directors with the long-term interests of our stockholders. Our director compensation program is reviewed periodically by the CHC Committee using external data provided by WTW to determine whether changes should be considered for the upcoming fiscal year. The review covers the market competitiveness of our non-employee director pay program, including all role-based retainers and fees, as well as the structure of board equity grants, board stock ownership guidelines, and related board compensation features. In August 2026, based upon the data provided by WTW, the CHC Committee approved the following changes to our non-employee director compensation program: (i) the increase of the grant date fair value of the annual award of RSUs from $90,000 to $115,000 and (ii) the increase of the annual retainer for serving as our Board Chair from $65,000 to $80,000.

Directors also receive an additional annual retainer for each committee on which they serve, paid in four equal installments. Each Audit Committee member receives a $10,000 annual retainer. Additionally, there is a $15,000 annual retainer for serving as the chairman of the Audit Committee. Each CHC Committee member receives a $7,500 annual retainer. Additionally, there is a $10,000 annual retainer for serving as the chairman of the CHC Committee. Each NCG Committee member receives a $5,000 annual retainer. Additionally, there is a $7,500 annual retainer for serving as the chairman of the NCG Committee. Each Strategy Committee member receives a $5,000 annual retainer. Additionally, there is a $7,500 annual retainer for serving as the chairman of the Strategy Committee. Committee fees for the Transition Period will remain the same, prorated for the service period.

Under the director compensation policy, each director may elect to receive all of his or her annual retainers in the form of common stock (in lieu of cash). Each non-employee director is also eligible to participate in our boat usage and testing program and may therefore receive certain additional benefits that we categorize as compensation for purposes of calculating a director’s compensation.

Under the director compensation policy, the aggregate amount of cash and equity compensation that may be paid or granted to any non-employee director during any calendar year may not exceed $500,000, subject to limited exceptions. We have adopted a director stock ownership guidelines encouraging directors to hold shares of our common stock with a value equal to four times, his or her annual cash retainer fee (exclusive of any committee retainers). In August 2026, based upon the data provided by WTW, the CHC Committee approved the increased amount of common stock directors are encouraged to hold, a value equal to five times his or her annual cash retainer fee. As of June 30, 2026, five non-employee directors have met the stock ownership guideline of four times the annual cash retainer, while four non-employee directors have not yet achieved the guideline due to recent Board appointments and tenure-related timing considerations.

PHILOSOPHY AND OBJECTIVES

Our executive compensation program is designed to facilitate high performance and generate results that will create value for us and our shareholders. The key objectives of our executive compensation program are as follows:

▪

Pay for performance.

▪

Reward 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.

▪

Create a high-performance culture and maintain morale.

▪

Attract, motivate and retain top executive talent.

Our CHC Committee and Board review and approve our executive compensation program, and maintain the discretion to adjust awards and amounts paid to our executive officers as they deem appropriate. In evaluating and approving executive compensation, the CHC Committee and Board consider a variety of factors, including significant acquisitions and dispositions, changes in our business strategy, performance expectations for the Company, external market data, actual performance of the Company, and individual executive performance.

COMPENSATION BEST PRACTICES

SAY-ON PAY VOTE AND SHAREHOLDER ENGAGEMENT

At our 2025 annual meeting, we received 95.3% approval of the “say-on-pay” proposal. With shareholder support of our 2025 pay practices, the CHC Committee applied the same overall principles to determine the amounts and types of executive compensation for 2026.

Our shareholder outreach and engagement program is designed to ensure that management and the Board understand, consider, and address the issues that matter most to our shareholders. We have had discussions with shareholders who collectively own nearly 50 percent of the shares outstanding, through conference calls, virtual non-deal roadshows, and conferences over the past year.

The CHC Committee will continue to monitor best practices, future advisory votes on executive compensation and other shareholder feedback to guide it in evaluating our named executive officer compensation program. The CHC Committee invites our shareholders to communicate any concerns or opinions on executive pay directly to our Board. Please refer to Part III, Item 10, “Communications with the Board” for information about communicating to our Board.

COMPENSATION RISK ASSESSMENT

As part of its risk oversight efforts, each year the CHC Committee evaluates our compensation programs to determine whether the design and operation of our policies and practices could encourage executives or employees to take excessive or inappropriate risks that would be reasonably likely to have a material adverse effect on the Company. The CHC Committee has concluded that our compensation programs do not create such risks. In making this determination, the CHC Committee considered the design, size and scope of our cash and equity incentive programs, as well as program features that mitigate against potential risks, such as payout caps, clawbacks and the quality and mix of performance-based and “at risk” compensation. Based on this evaluation, the CHC Committee determined that our compensation policies and practices strike an appropriate balance of risk and reward in relation to our overall business strategy, and do not create risks that are reasonably likely to have a material adverse effect on the Company.

ELEMENTS OF OUR COMPENSATION PROGRAM

The primary elements of our fiscal 2026 executive compensation structure are base salary, annual bonuses, equity incentive awards and certain employee benefits. Each principal element of our executive compensation program for fiscal 2026 along with the objectives of each element are summarized in the following table and described in more detail below.

TERMS OF EMPLOYMENT

We currently do not maintain employment agreements with any of our named executive officers. The basic terms of employment such as salary, bonus, incentive awards and benefits are set forth in offer letters. All rights relating to accelerated vesting of equity awards upon termination or change in control are set forth in the LTIP (as defined below), applicable award agreement or offer letter. In February 2026, the Company adopted an Executive Severance Plan, which provides the CEO and other designated executives with severance benefits upon certain qualifying terminations of employment, including in connection with a change in control. For a discussion of the offer letter, see “Offer Letters with our Named Executive Officers.” For a discussion regarding potential payments upon termination or change in control, see “Potential Payments upon Termination or Change in Control.”

STRUCTURE OF OUR COMPENSATION PROGRAM

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

BASE SALARY

The base salary component of executive officer compensation is intended to provide a competitive, stable level of minimum compensation to each officer commensurate with the executive’s role, experience and duties. The CHC Committee reviews and approves base salaries for our named executive officers based on several factors, including the individual’s experience, responsibilities, performance, expected future contribution, our expected financial performance and salaries of similarly situated executives of our public peers.

The base salaries for our named executive officers were established based on an evaluation of the factors described above, our desire to reward and retain the key executives who we believe are instrumental to our success, and the competitiveness of base salaries based upon a review of publicly available data for our competitors.

ANNUAL BONUS: SHORT TERM CASH INCENTIVE COMPENSATION

The Company has established the Short-Term Incentive Plan (“STIP”) to provide annual cash incentive compensation to our executives. The graphic below illustrates the weighting of the metrics and the calculation of the objective component of the STIP.

To meet strategic priorities, including inventory management and maintaining dealer health, the CHC Committee determined Adjusted EBITDA and Divisional Free Cash Flow as the financial performance metrics for the fiscal 2026 STIP.

Each component of the STIP is determined on a segment level basis, and then aggregated to determine the consolidated results. For Messrs. Nelson, Kent, Googe, O’Connell, and Christiansen, STIP payouts are based on consolidated results.

TARGET ANNUAL CASH INCENTIVE

The target annual cash incentive is expressed as a percentage of each named executive officer’s base salary and is set at the beginning of each year by the CHC Committee. The threshold annual incentive opportunity for each named executive officer ranges from 15 percent to 30 percent of their target opportunity, and the maximum annual incentive opportunity ranges from 95 percent to 190 percent of their target opportunity. The target opportunity for each named executive officer is as follows:

The STIP sets a threshold, target, and maximum level for each of these metrics applicable to all executive officers. The targets are set for the year by the CHC Committee based on recommendations from the CEO and the CFO and are communicated to executives at the beginning of each year. While the CHC Committee primarily bases annual cash incentive awards on performance against the targets for the year, it also considers qualitative factors and retains negative discretion in determining actual bonus payouts.

The target criteria and actual fiscal 2026 results for Total Company adjusted EBITDA, divisional free cash flow, and the strategic metrics, which consist of market share attainment, and CSI scores, are as follows:

(1)

Financial metrics represent 80% of the bonus opportunity.

(2)

For additional information regarding and reconciliation of this non-GAAP financial measure, See Part II, Item 7, “Non-GAAP Measures.”

(3)

Strategic metrics represent 20% of the bonus opportunity, equally weighted over certain non-financial performance metrics and CSI attainment. The consolidated results are made up of segment specific targets for each strategic metric.

The table below sets forth the threshold, target and maximum percentages of base salary for awards under the 2026 STIP, together with the achievement and actual bonus levels paid to our named executive officers, based on actual Company and individual results and after giving effect to the CHC Committees exercise of negative discretion.

(1)

Mr. Googe commenced employment with the Company on May 18, 2026. Pursuant to Mr. Googe’s offer letter, his first-year STIP opportunity is prorated based on date of hire with a contractual minimum of $40,000. The amount shown presents the contractual minimum applicable to Mr. Googe’s initial period of service.

(2)

Mr. O’Connell was employed by the Company throughout fiscal 2026, primarily supporting our Leisure segment, and was appointed to his current position effective April 20, 2026. As a result, his target annual incentive opportunity was calculated based on financial and strategic metrics specific to the Leisure segment.

(3)

Mr. Christiansen was employed by the Company throughout fiscal 2026 and was appointed to his current role effective April 20, 2026. As a result, his target annual incentive opportunity was calculated based on different salary and target incentive levels applicable before and after his appointment. The amount reported reflects achievement at 142% of target.

LONG-TERM EQUITY INCENTIVE COMPENSATION

Equity awards represent an important component of our named executive officer compensation. We believe long-term incentive awards align the interests of our shareholders and our named executive officers by increasing the proprietary interest of our named executive officers in the Company’s growth and success, advance the Company’s interests by attracting and retaining qualified employees over time and motivate our executives to act in the long-term best interests of our shareholders. In particular, the CHC Committee and the Board feel that one way to align the Company’s strategy with the executive long-term incentive compensation is to tie the awards directly to the Company’s performance.

Long-Term Incentive Plan (“LTIP”) awards are granted to our executive officers annually under our Second Amended and Restated Mastercraft 2015 Incentive Award Plan. In order to balance performance and retention incentives, during fiscal 2026, LTIP awards consisted of 50% restricted stock units and 50% performance stock units (“PSUs”). The CHC Committee believes that together with the Company’s ownership requirements for executives, RSUs promote an “ownership” culture, align executives’ interests with those of our shareholders and provide retention incentives for our executive officers, while PSUs act as an additional tool for linking individual interests of our executive officers to those of our shareholders.

RSUs vest annually in equal installments over a three-year period, subject to the executive officer’s continued employment.

Shares subject to PSUs are earned based upon the Company’s performance, over a three-year period, measured by a cumulative adjusted earnings per share, in each case subject to a potential adjustment based upon the application of a total shareholder return (“TSR”) modifier and subject to the executive officer’s continued employment with the Company. The TSR modifier is determined as the percentile ranking of the Company’s total shareholder return as compared to the total shareholder return of the companies represented in the Russell 2000 Index. At the end of the three-year performance period, the CHC Committee determines the actual number of shares the individual will receive based on achievement of the established performance goals and the TSR modifier.

Results for the 2024 – 2026 performance period for awards granted in fiscal 2024 are set forth in the table below.

(1)

Three-year cumulative adjusted earnings per share for fiscal 2024, 2025 and 2026.

The table below sets forth the PSUs earned by our named executive officers in fiscal 2026 for the fiscal 2024–2026 performance period:

For the Transition Period, LTIP awards will consist of 50% RSUs, 25% rTSR, and 25% PSUs. Shares subject to PSUs will again be earned based upon the Company’s performance, over a three-year period, measured by achievement against relative TSR and annual adjusted earnings per share established at the beginning of the performance period, and subject to the executive officer’s continued employment with the Company.

EMPLOYEE BENEFITS AND PERQUISITES

Our named executive officers receive the standard benefits received by all employees including: health and welfare plans, including, medical, dental, and vision benefits; medical and dependent care flexible spending accounts; short-term and long-term disability insurance; and life insurance, retirement plans (a 401(k) retirement savings plan), and vacation.

We do not have a defined benefit pension plan or supplemental executive retirement plan. Our named executive officers participate in our various benefit programs, including our 401(k) retirement savings plan discussed below, on the same terms as other employees. The Company does not provide to its named executive officers supplemental executive retirement plans, club memberships or other significant perquisites.

We currently maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. Our named executive officers are generally eligible to participate in the 401(k) plan on the same terms as other full-time employees. The Internal Revenue Code, or the Code, allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. Currently, we match contributions made by participants in the 401(k) plan up to a specified percentage of the employee contributions, and these matching contributions are fully vested as of the date on which the contribution is made. We believe that providing a vehicle for tax deferred retirement savings though our 401(k) plan, and making fully vested matching contributions, adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.

Each of our named executive officers is provided the opportunity to use MasterCraft Boat Holdings, Inc. brand boats and trailers in order to better understand the quality, features, components, operation, etc. of our products, and to aid in the product development and portfolio strategy, while minimizing the cost to the Company. Named executive officers are provided with use of the boat at no charge, but are responsible for paying all insurance, maintenance, fuel and other fees, costs and charges (other than registration for use fees and taxes) related to their operation of the boat.

PROCESS FOR DETERMINING EXECUTIVE COMPENSATION

Our CHC Committee believes that to attract, motivate and retain talented, high-caliber executive officers, we need to provide annual compensation, including cash and equity-based incentives, that is competitive, yet aligns with the interests of our shareholders. Pay-for-performance will continue to be a priority, both through Company financial and market performance, as well as long-term growth and attainment of strategic objectives.

ROLE OF OUR COMPENSATION AND HUMAN CAPITAL COMMITTEE

The CHC Committee is responsible for approving our executive compensation design, philosophy and overall programs for our named executive officers, which include:

▪

Determining annual and long-term performance goals;

▪

Setting target compensation;

▪

Designing incentive compensation programs;

▪

Determining payouts against performance;

▪

Reviewing and approving on-going compensation and benefits components; and

▪

Evaluating and approving equity awards.

The CHC Committee acts independently, but works closely with our Board, our executive management team and our independent compensation consultant WTW in its decision-making process.

ROLE OF OUR EXECUTIVE MANAGEMENT TEAM

To the extent requested, our executive management team provides input on matters to the CHC Committee as it evaluates, designs and implements our executive compensation program. Our CEO provides recommendations regarding compensation matters with respect to the executive team, but not with respect to his own compensation. The CHC Committee carefully reviews these recommendations, absent any members of the management team, and consults with the independent compensation consultant WTW before making final determinations to compensation changes. We believe this process ensures that our executive compensation program effectively aligns with our overall executive compensation philosophy and interests of our shareholders.

INDUSTRY PEER GROUP

Management and the CHC Committee, in consultation with WTW, have considered how to best use competitive market data in designing our executive compensation programs. The CHC Committee considered multiple factors, including how such data would be used, whether the data would be aligned with shareholder expectations, the breadth, consistency and reliability of the data and our ability to compete effectively for top executive talent. As a result of this review, our CHC Committee determined to use market data from two sources: published survey data reflecting the manufacturing industry (“Survey Data”) and a customized industry peer group (the “Custom Peer Group”). Together, these sources enable the CHC Committee to make informed decisions in achieving its compensation objectives.

The Survey Data is based on WTW’s Executive Compensation Survey, which includes more than 1,000 companies across a broad range of industries. The Survey Data is adjusted, generally through regression analysis, to fit MasterCraft’s revenue scope. The Company did not select the companies that comprise the Survey Data, and the component companies’ identities were not a factor in the analysis. The Survey Data serves as a reliable market reference and is used as the primary source for market compensation data.

The Custom Peer Group is used to provide comparative information for purposes of designing the overall executive compensation program, including design of the STIP and LTIP, and serves as a secondary source for market compensation data for the CEO and CFO positions. The Custom Peer Group is also used for benchmarking our Board of Director compensation program. In developing the Custom Peer Group, the CHC Committee considered both quantitative factors (such as revenue, employee headcount, and market capitalization) and qualitative factors (such as industry focus within the recreation/leisure/marine markets and product engineering complexity). Based upon this review, the CHC Committee selected a custom peer group of 18 companies, shown below.

COMPENSATION GOVERNANCE

EXECUTIVE STOCK OWNERSHIP POLICY

The Company has established stock ownership and retention guidelines in order to further align the long-term interests of our executive officers with those of our shareholders. Our stock ownership guidelines require our CEO and CFO to own shares of the Company’s common stock having an aggregate value equal to six times and three times their respective annual base salaries within five years of being appointed. As of June 30, 2026, our CEO owns 2.5 times his annual base salary and our CFO owns 1.7 times his annual base salary. Mr. Nelson has not achieved the ownership threshold due to his short tenure with the Company and is working to achieve compliance with the policy by July 1, 2030, the date that is five years from Mr. Nelson’s appointment as CEO, in accordance with the terms of the policy. Mr. Kent has not achieved the ownership threshold due to his recent appointment to CFO and is working to achieve compliance with the policy by July 1, 2031, the date that is five years from Mr. Kent’s appointment as CFO, in accordance with the terms of the policy.

NO TAX GROSS UPS

We do not make gross up payments to cover our named executive officers’ personal income taxes that may pertain to any of the compensation or perquisites paid or provided by the Company.

None of the named executive officers are entitled to gross-up payments in the event that any payments or benefits provided to her or him by the Company are subject to the golden parachute excise tax under Sections 280G and 4999 of the Internal Revenue Code.

PROHIBITION ON HEDGING AND PLEDGING

We have adopted an insider trading compliance policy, which prohibits the hedging and pledging of our securities by our directors and officers. None of our executive officers or directors holds any of our stock subject to a hedge or pledge. For more information related to our insider trading compliance policy, see “Insider Trading Arrangements and Policies.”

CLAWBACK POLICY

The Sarbanes-Oxley Act of 2002 subjects incentive compensation and stock sale profits of our CEO and CFO to forfeiture in the event of an accounting restatement resulting from any non-compliance, as a result of misconduct, with any financial reporting requirement under securities laws. We have adopted a claw-back policy that complies with Nasdaq’s clawback rules promulgated under the SEC’s Rule 10D-1. Under this policy, the Company may seek to recover or cause to be forfeited any or all performance-based compensation received by employees and directors of the Company, including all executive officers, in the event of restatement of the Company’s financial statements resulting in whole or in part from the fraud or intentional misconduct of such employees or directors. The foregoing summary of our clawback policy does not purport to be complete and is qualified by reference to our Amended and Restated Clawback Policy, a copy of which can be found as an exhibit to this Annual Report on Form 10-K for the fiscal year ended June 30, 2026.

REPORT OF THE COMPENSATION AND HUMAN CAPITAL COMMITTEE

The CHC Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, the CHC Committee recommended to our Board that these disclosures be included in this Annual report on Form 10-K for the fiscal year ended June 30, 2026.

Submitted by the CHC Committee:

Kamilah Mitchell-Thomas, Chair

Roch Lambert

Peter G. Leemputte

Callum C. Macgregor

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the total compensation awarded to, earned by or paid to the named executive officers for fiscal years ended June 30, 2026, June 30, 2025, and June 30, 2024, calculated in accordance with SEC rules and regulations.

(1)

Represents the aggregate grant date fair value of Restricted Stock Awards (“RSAs”), RSUs, and PSUs awarded in each of the fiscal years indicated above, determined in accordance with FASB ASC Topic 718. These are not amounts paid to or realized by our named executive officers. We caution that the amounts reported in the table for equity-related awards and, therefore, total compensation, may not represent the amounts that each named executive officer will actually realize from the awards. Whether, and to what extent, a named executive officer realizes value will depend on a number of factors, including Company performance and stock price. For more information on RSUs and PSUs, see “Long-Term Equity Incentive Compensation” above.

(2)

The amounts shown in this column for 2026 reflect the following components:

▪

Messrs. Nelson, Kent, O’Connell, and Christiansen received $12,429, $12,600, $10,818, and $12,560, respectively, for matching contributions to each individual’s account in our 401(k) plan.

▪

Messrs. Nelson, Kent, Googe, O’Connell, and Christiansen received imputed income of $1,783, $1,783, $415, $5,266, and $1,640, respectively, for a Company paid life insurance policy.

▪

Messrs. Nelson, Kent, and Googe received imputed income of $4,751, $3,394, and $675, respectively, for boat usage.

▪

Mr. Googe received a sign-on bonus of $50,000.

GRANTS OF PLAN-BASED AWARDS IN FISCAL 2026

The following table provides information concerning grants of plan-based awards during fiscal 2026 to our named executive officers.

(1)

Reflects the threshold, target and maximum annual cash incentive opportunities under our 2026 short-term incentive plan.

(2)

Reflects the number of restricted stock units with a grant date of 9/2/2025 vesting in equal installments on June 30, 2026, 2027, and 2028.

(3)

Reflects the aggregate grant date fair value of equity awards, calculated in accordance with FASB ASC Topic 718, excluding the estimated effect of forfeitures.

OUTSTANDING EQUITY AWARDS AT FISCAL 2026 YEAR-END

The following table sets forth information with respect to outstanding stock awards for each of the named executive officers as of June 30, 2026.

(1)

Based on the closing price of the Company’s common stock on June 30, 2026 of $25.82.

(2)

The restricted stock vests in three equal annual installments beginning on March 18, 2025.

(3)

The restricted stock vests in three equal annual installments beginning on June 30, 2025.

(4)

The performance stock units will be earned based upon the Company’s performance, over a three-year period, measured by cumulative adjusted earnings per share, subject to a TSR modifier. The “Performance Period” for the awards is a three-year period commencing July 1, 2024 and ending June 30, 2027.

(5)

The restricted stock vests in three equal annual installments beginning on June 30, 2026.

(6)

The performance stock units will be earned based upon the Company’s performance, over a three-year period, measured by cumulative adjusted earnings per share, subject to a TSR modifier. The “Performance Period” for the awards is a three-year period commencing July 1, 2025 and ending June 30, 2028.

(7)

The restricted stock vests in two equal annual installments beginning on July 1, 2026.

(8)

The restricted stock vests in three equal annual installments beginning on May 18, 2027.

(9)

The restricted stock vests on September 5, 2026.

(10)

The restricted stock vests on April 20, 2029.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

Executive Severance Plan: On February 4, 2026, the Company adopted an Executive Severance Plan (the “Executive Severance Plan”), which provides the Company’s Chief Executive Officer and other designated executives, including the Chief Financial Officer, severance protection upon certain terminations of employment, including in connection with a change in control. The Chief Executive Officer is a Tier 1 participant under the Executive Severance Plan, and other participating named executive officers are designated by the CHC Committee as Tier 2 or Tier 3 participants. Under the Executive Severance Plan, a “qualified termination” generally includes an involuntary termination without cause or a resignation for good reason (with notice and cure), for a two-year period following a change in control.

Termination of Employment or Retirement: Except in connection with a change in control under the Rule of 70 (each as defined below), and as provided under the Executive Severance Plan upon a named executive officer’s termination of employment for any reason, all unvested RSAs, RSUs, and PSUs are automatically forfeited (unless the CHC Committee determines otherwise). In the event that (i) an employee's age plus years of employment with the Company equals at least seventy and (ii) the employee is at least 60 years old (the “Rule of 70”), upon retirement from the Company, the employee will receive his or her pro-rata share of any incentive awards for which he or she is eligible. For example, under the Company's STIP, if an employee retired six months into the current fiscal year then if, at the end of the fiscal year performance metrics had been achieved such that a performance bonus would have been paid to the employee under the STIP, then the employee will receive 50% of the STIP bonus that would have been paid to the employee if he or she had continued his or her employment until the end of the fiscal year. Likewise, for a multi-year award under the Company's LTIP, the employee would receive his/her prorated share of the LTIP award based upon the date of the termination of the employee's employment with the Company in comparison to the term of the award. The CHC Committee believes that the benefits available under the Rule of 70 are customary and reasonable components of our compensation program, and it retains discretion to modify the terms and conditions applicable to the Rule of 70. No named executive officer is entitled to additional severance or other payments upon termination of employment. The Rule of 70 applies upon retirement. Upon voluntary resignation without good reason or a termination for cause, a participant is entitled only to certain accrued compensation and other vested benefits.

For a participant who incurs a qualified termination outside of a change in control period, the Executive Severance Plan provides: (i) accrued compensation, generally payable in a lump sum within 30 days following the termination date; (ii) a severance payment equal to the general severance multiplier (1.5x for a Tier 1 participant and 1.0x for a Tier 2 participant) multiplied by the participant’s annual base salary, payable in salary continuation installments; (iii) a pro-rata annual bonus for the year of termination, based on actual achievement of the applicable performance goals at the end of the performance period and prorated for the portion of the fiscal year elapsed through the termination date, paid when annual bonuses are paid to other executives; (iv) a cash payment in respect of health coverage equal to the Company-subsidized portion of the monthly cost of the participant’s group health plan coverage, multiplied by twelve and by the general severance multiplier; and (v) reimbursement of up to $5,000 for outplacement services. Notwithstanding the terms of the LTIP or any award agreement, equity awards subject solely to time-based vesting will vest as to the portion that would have vested on the next regularly scheduled vesting date following the termination date, with the remaining unvested portion forfeited, and performance-based awards will vest on a pro-rata basis equal to the amount actually earned based on actual performance for the full performance period, multiplied by the portion of the award's vesting period completed through the termination date. Benefits for Tier 3 participants are provided on a discretionary basis as determined by the CHC Committee.

Termination of Employment with Change in Control: Pursuant to the Executive Severance Plan, upon a change in control, each performance-based equity award held by a participant automatically converts into a time-based vesting award covering the target number of shares multiplied by the greater of (i) actual achievement of the applicable performance goals as of the most recent practicable date prior to the change in control, extrapolated through the end of the performance period, and (ii) target achievement, with the converted award remaining subject to the award's time-based vesting schedule.

If a participant incurs a qualified termination during the change in control period, the Severance Plan provides: (i) accrued compensation; (ii) a lump sum severance payment equal to the change in control severance multiplier (2.0x for a Tier 1 participant and 1.5x for a Tier 2 participant) multiplied by the participant’s annual base salary; (iii) a pro-rata annual bonus based on the greater of extrapolated actual performance as of the change in control and target performance, prorated for the portion of the termination year elapsed; (iv) full acceleration of time-based equity awards, including performance awards converted to time-based awards upon the change in control, and full vesting of any awards that remain performance-based at the termination date based on the greater of extrapolated actual and target performance; (v) a health continuation cash payment equal to the Company-subsidized monthly cost of coverage multiplied by twelve and by the change in control severance multiplier; and (vi) reimbursement of up to $5,000 for outplacement services.

Death or Disability: The Executive Severance Plan provides that in the event of death or disability, a participant is entitled only to accrued compensation and other vested benefits under the Company’s other plans and award agreements. In the event of death or disability, all PSUs will be entitled to a payment of a pro rata portion of the target award, calculated based on a fraction, the numerator of which is the number of days from the grant date until the date of termination of service resulting from death or disability, and the denominator of which is the total number of days from the grant date until the end of the applicable performance period. RSUs and RSAs do not automatically vest upon death or disability unless the CHC Committee in its sole discretion determines otherwise.

Mr. Nelson is a Tier 1 participant under the Executive Severance Plan and each of Mr. Kent, Mr. Googe, Mr. O’Connell and Mr Christiansen is a Tier 2 participant under the Executive Severance Plan. The information below describes and quantifies the estimated amount of certain compensation that would become payable to each named executive officer as of June 30, 2026 under the following circumstances: (i) upon termination by the Company; (ii) upon termination in connection with a change in control and (iii) upon death or disability. The estimated value of all unvested equity awards in the below is based on our closing stock price as of June 30, 2026 of $25.82 per share.

As defined by the LTIP, “Change in Control” means and includes each of the following:

▪

A transaction or series of transactions (other than an offering of common stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries or a “person” that, prior to such transaction, directly or indirectly beneficially owns voting securities representing more than 50% of the voting power of the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or

▪

During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Section 2.9(a) or 2.9(c)) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

▪

The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:

o

which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, beneficially owning, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

o

after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group will be treated for purposes of this section as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction; or

▪

The consummation of a liquidation or dissolution of the Company.

The CHC Committee has full and final authority, in its sole discretion, to determine conclusively whether a change in control has occurred pursuant to the above definition, and the date of the occurrence of such change in control and any incidental matters relating thereto.

OFFER LETTERS WITH OUR CURRENT EXECUTIVE OFFICERS

OFFER LETTER WITH BRADLEY M. NELSON

On March 1, 2024, Mr. Nelson executed an offer letter with the Company to serve as Chief Executive Officer of the Company. Mr. Nelson’s employment with the Company is “at will” and, as such, may be terminated at any time, by either Mr. Nelson or the Company, with or without advance notice or cause.

Pursuant to his offer letter, Mr. Nelson received an initial sign-on bonus of 45,496 RSAs, which will vest in three equal installments on the anniversaries of the grant date, and he is entitled to an initial annual base salary of $645,000. Mr. Nelson is also eligible for an annual performance-based bonus under our STIP, based upon annual performance targets established by the Board. Mr. Nelson is also eligible for equity awards under our LTIP up to 190% of base salary should he meet performance targets established by the Board.

OFFER LETTER WITH SCOTT KENT

On March 31, 2025, Mr. Kent executed an offer letter with the Company to serve as Chief Financial Officer of the Company effective July 1, 2025. Mr. Kent’s employment with the Company is “at will” and, as such, may be terminated at any time, by either Mr. Kent or the Company, with or without advance notice or cause.

Pursuant to his offer letter, Mr. Kent received a bonus consisting of a one-time grant of 6,507 RSUs, which will vest on the second anniversary of the grant date, subject to Mr. Kent’s continued employment with the Company through the vesting date and he is entitled to an initial annual base salary of $310,000. Mr. Kent is also eligible for an annual performance-based bonus under our STIP with a target award equal to 60% of base salary, based upon annual performance targets established by the Board. Mr. Kent is also eligible for equity awards under our LTIP with a target award equal to 70% of base salary should he meet performance targets established by the Board.

OFFER LETTER WITH MATTHEW GOOGE

On April 20, 2026, Mr. Googe executed an offer letter with the Company to serve as General Counsel of the Company effective May 18, 2026. Mr. Googe’s employment with the Company is “at will” and, as such, may be terminated at any time, by either Mr. Googe or the Company, with or without advance notice or cause.

Pursuant to his offer letter, Mr. Googe received an initial sign-on bonus of $50,000 and an RSU grant equal to $75,000, which will vest in three annual installments on the anniversary of the grant date, subject to Mr. Googe’s continued employment through the vesting date. Mr. Googe is entitled to an initial annual base salary of $370,000. Mr. Googe is also eligible for an annual performance-based bonus under our STIP with a target award equal to 50% of base salary, based upon annual performance targets established by the Board, prorated the first year based on date of hire (minimum $40,000). Mr. Googe is also eligible for equity awards under our LTIP with a target award equal to 60% of base salary should he meet performance targets established by the Board.

OFFER LETTER WITH MICHAEL O’CONNELL

On April 20, 2024, Mr. O’Connell executed an offer letter with the Company to serve as Senior Vice President, Operational Excellence of the Company effective December 2, 2024. Mr. O’Connell’s employment with the Company is “at will” and, as such, may be terminated at any time, by either Mr. O’Connell or the Company, with or without advance notice or cause.

Mr. O’Connell is entitled to an initial annual base salary of $307,500. Mr. O’Connell is also eligible for an annual performance-based bonus under our STIP with a target award equal to 50% of base salary, based upon annual performance targets established by the Board. Mr. O’Connell is also eligible for equity awards under our LTIP with a target award equal to 50% of base salary should he meet performance targets established by the Board.

OFFER LETTER WITH ERIK CHRISTIANSEN

On April 14, 2026, Mr. Christiansen executed an offer letter with the Company to serve as Chief Technology Officer of the Company effective April 20, 2026. Mr. Christiansen’s employment with the Company is “at will” and, as such, may be terminated at any time, by either Mr. Christiansen or the Company, with or without advance notice or cause.

Pursuant to his offer letter, Mr. Christiansen received an initial one-time RSU grant equal to $30,000, which will vest in three annual installments on the anniversary of the grant date, subject to Mr. Christiansen’s continued employment through the vesting date. Mr. Christiansen is entitled to an initial annual base salary of $300,000. Mr. Christiansen is also eligible for an annual performance-based bonus under our STIP with a target award equal to 50% of base salary, based upon annual performance targets established by the Board. Mr. Christiansen is also eligible for equity awards under our LTIP with a target award equal to 50% of base salary should he meet performance targets established by the Board.

CEO PAY RATIO

As required by Section 953(b) of the Dodd-Frank and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median associate to the annual total compensation of Mr. Nelson, our Chief Executive Officer who was serving as of the date that we identified our median employee, June 30, 2026. We believe that the pay ratio disclosed below is a reasonable estimate and calculated in a manner consistent with the Pay Ratio Rules.

The 2026 annual total compensation of the median associate identified by the Company, and as described in further detail below, was $54,667, and the total annual compensation of our CEO was $2,956,598. Based on this information, the ratio of the median annual total compensation of all associates to the annual total compensation of our CEO is 1:54.

The methodology we used to identify the median of the annual total compensation of all our associates, as well as to determine the annual total compensation of our “median associate,” is as follows:

▪

To identify the median associate, we started with our associate population as of June 30, 2026, which consisted of approximately 695 individuals. The total number of non-U.S. Associates was four.

▪

We then excluded certain non-U.S. associates as permitted under SEC rules.

▪

We omitted approximately 682 employees that became employees as a result of the Marine Products Transactions as permitted under SEC rules.

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We calculated compensation using base pay earnings, overtime earnings, and annual incentives paid to our associates in fiscal 2026.

▪

We annualized compensation for any associates who started work in fiscal 2026.

PAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd-Frank and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (“CAP”) and certain financial performance of the Company, illustrating pay versus performance, or PvP. CAP does reflect the actual amount of compensation earned or paid to our named executive officers (“NEOs”). For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to our “Compensation Discussion and Analysis” section above.

(1) Bradley M. Nelson served as the Company’s principal executive officer (“PEO”) for the entirety of 2026 and 2025 and during 2024 beginning on March 18, 2024. Frederick A. Brightbill served as the Company’s PEO through March 17, 2024 and for the entirety of 2023 and 2022. The Company’s other NEOs for the applicable years were as follows:

a.

2026: W. Scott Kent, Matthew Googe, Michael O’Connell, and Erik Christiansen

b.

2025: Timothy M. Oxley and George Steinbarger

c.

2024: Timothy M. Oxley, George Steinbarger, and Stephan Cloutier

d.

2023: Timothy M. Oxley, George Steinbarger, Patrick May, and Stephan Cloutier

e.

2022: Timothy M. Oxley, George Steinbarger, Patrick May, and Scott Womack

(2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Nelson, (ii) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Brightbill and (iii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s NEOs other than the PEO for such years.

(3) Amounts reported in this column represent the CAP for Mr. Nelson as the Company’s PEO in the indicated fiscal years, as computed in accordance with Item 402(v) of Regulation S-K, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown below. The Company does not have a defined benefit pension plan or pay dividends, so no pension or dividend adjustments were made.

(4) Amounts reported in this column represent the CAP for Mr. Brightbill as the Company’s PEO in the indicated fiscal years, as computed in accordance with Item 402(v) of Regulation S-K, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as show below. The Company does not have a defined benefit pension plan or pay dividends, so no pension or dividend adjustments were made.

(5) Amounts reported in this column represent the CAP for the Company’s non-PEO NEOs in the indicated fiscal year, as computed in accordance with Item 402(v) of Regulation S-K, based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below, using the same methodology described above in Note 3. The Company does not have a defined benefit pension plan or pay dividends, so no pension or dividend adjustments were made.

(6) Total shareholder return (“TSR”) is cumulative for the measurement period beginning on June 30, 2021, calculated in accordance with Item 201(e) of Regulation S-K.

(7) The TSR Peer Group consists of the Russell 2000 Index, which is used by the Company for purposes of compliance with Item 201(e) of Regulation S-K.

(8) Reflects Net Income as shown in this Annual Report on Form 10-K for the indicated fiscal years.

(9) For fiscal 2026, the CHC Committee determined that Diluted Adjusted Earnings Per Share (EPS) continues to be viewed as a core driver of the Company’s performance and shareholder value creation. Diluted Adjusted EPS is a non-GAAP financial measure. Please see Part II, Item 7, “Non-GAAP Measures.”

RELATIONSHIP BETWEEN PAY AND PERFORMANCE

The charts below describe the relationship between the PEO and non-PEO NEOs CAP to TSR, Net Income (Loss), and Diluted Adjusted EPS. CAP fluctuated year-over-year, as a result of our stock performance and our varying levels of achievement against pre-established performance goals under our annual and long-term incentive programs.

The following is a list of financial performance measures, which in the Company’s assessment represent the most important financial performance measures used by the Company to link CAP to the Named Executive Officers for 2026:

Financial Performance Measures

Adjusted EBITDA

Divisional Free Cash Flow

Diluted Adjusted EPS

Total Shareholder Return